Hariom Pipe Industries Limited — Proxy Solicitation & Information Statement 2025

Mar 10, 2025

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Date: March 10, 2025

To, Listing Compliance Department The National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai – 400051

NSE Symbol – HARIOMPIPE

Corporate Relationship Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 BSE Scrip Code- 543517

Dear Sir/Madam,

Subject: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“Listing Regulations”) – Notice of Postal Ballot.

Pursuant to Regulations 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, please find enclosed herewith a copy of the Notice of Postal Ballot dated March 06, 2025 (“Postal Ballot Notice”), along with the Explanatory Statement pursuant to the applicable provisions of the Companies Act, 2013, for seeking approval of the Members of the Company through remote e-Voting, in respect of the following special business:

Sr. No.	Type of Resolution	Resolution
1.	Special Resolution	Alteration of the Object Clause of the Memorandum of Association(MOA)of the Company.

In compliance with the provisions of the General Circular No(s). 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with other relevant circulars issued in this regard, the latest being General Circular No. 09/2024 dated September 19, 2024 (collectively referred to as ‘MCA Circulars’), issued by the Ministry of Corporate Affairs, Government of India read with applicable SEBI Circulars, this Notice is being sent ONLY through electronic mode to those Members, whose names appear in the Register of Members/List of Beneficial owners maintained by the Depositories/RTA as on Friday, February 28, 2025 (“ Cut-off Date ”) and whose e-mail addresses are registered with the Company/Depositories/Depository Participants (DPs)/Registrar and Transfer Agent (RTA). Accordingly, physical copy of the Notice along with the Postal Ballot form and pre-paid business reply envelop is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through remote e-Voting.

The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for the purpose of providing the facility of remote e-Voting to the Members. The remote e- Voting facility commences from Wednesday, March 12, 2025 at 9:00 am (IST) and will end on Thursday, April 10, 2025 at 5:00 pm (IST). The remote e-Voting module shall be

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disabled by CDSL for voting thereafter. The instructions for remote e-Voting are appended to the notice. Members holding Equity Shares of the Company as on the Cut-off Date (“Eligible Members”) only shall be entitled to vote through remote e-Voting process.

The Notice of Postal Ballot is being made available on the website of the Company at - https://www.hariompipes.com/postal ballots, at the websites of the Stock Exchange i.e. BSE Limited and National Stock Exchange of India Limited and also at the website of Central Depository Services (India) Limited (CDSL) at w ww.evotingindia.com .

The results of the Postal Ballot will be announced on or before Monday, April 14, 2025 . The results of the remote e-Voting and the Scrutinizer’s Report will be placed on the Company’s website at https://www.hariompipes.com/ , on the website of Central Depository Services (India) Limited (CDSL) at www.evotingindia.com and will be communicated to the Stock Exchanges.

This is for your information and records.

Thanking You,

Yours faithfully,

For Hariom Pipe Industries Limited

REKHA Digitally signed by REKHA SINGH SINGH Date: 2025.03.10 18:54:02 +05'30'

Rekha Singh Company Secretary M.No. A33986

Encl: A/a

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HARIOM PIPE INDUSTRIES LIMITED

CIN: L27100TG2007PLC054564

Registered Office: 3-4-174/12/2, 1[st] Floor, Samarpan, Lane Beside Spencer's, Pillar No. 125, Attapur, Hyderabad, Telangana - 500048, India. Website : www.hariompipes.com, Email: cs@hariompipes.com, Tel: 040-24016101

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014; Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars issued by the Ministry of Corporate Affairs, Government of India and from time to time.]

e-VOTING STARTS ON	e-VOTING ENDS ON
Wednesday, March 12, 2025 at 9:00 am(IST)	Thursday, April 10, 2025 at 5:00pm (IST)

Dear Member(s),

NOTICE is hereby given pursuant to Sections 108, 110, and other applicable provisions, if any, of the Companies Act, 2013, (“ the Act ”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (“ the Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations” ), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”), and relevant circulars including General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs, Government of India (“ MCA Circulars ”), and any other applicable laws, rules, circulars, notifications and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), to transact the special business as set out hereunder by passing resolution through a Postal Ballot, by way of remote e-Voting process only (“ remote e-Voting ”), which is being provided by the Company to enable all its members to cast their votes electronically.

Pursuant to Section 102, 110 and other applicable provisions of the Act, the explanatory statement pertaining to the said Resolutions setting out the material facts and reasons/rationale thereof is annexed to this Postal Ballot Notice for your consideration and forms part of this Notice.

In compliance with the aforesaid MCA Circulars this Notice is being sent through electronic mode to those Members whose names appear in the Register of Members / List of Beneficial Owners as on Friday, February 28, 2025 (“Cut-off date”) received from the National Securities Depository Limited (“ NSDL ”) and the Central Depository Services (India) Limited (“ CDSL ”) (collectively referred to as “ Depositories ”) and whose e-mail addresses are registered with the Company or Depository Participant (“ DP ”)/ Depositories / Registrar & Transfer Agent – Bigshare Services Private Limited. The communication of assent or dissent of the Members would only take place through remote e- Voting system. The procedure for casting vote through e-Voting has been detailed further in the Notice.

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Pursuant to Regulation 44 of SEBI Listing Regulations, Section 108 and 110 of the Act read along with the relevant Rules, MCA Circulars and SS-2, the Company is providing remote e-Voting facility to its members to enable them to cast their votes electronically instead of submitting the Postal Ballot Form Physically. The Company has engaged the services of Central Depository Services (India) Limited, (“CDSL”) for the purpose of providing the facility of remote e-Voting to its members. The instructions for remote e-Voting are appended to this Notice. The Notice is also available on the website of the Company at https://www.hariompipes.com , websites of stock exchanges (NSE: www.nseindia.com and BSE: www.bseindia.com) and also at the website of the CDSL at www.evotingindia.com. Members desirous of exercising their vote through remote e-Voting process are requested to carefully read the instructions and follow the procedure as mentioned in this Notice to record their assent ( FOR ) or dissent ( AGAINST ) not later than 5:00 pm (IST) on Thursday, April 10, 2025 . The remote e-Voting will be disabled immediately thereafter, by CDSL.

The Board of Directors have appointed Mr. Vinod Sakaram, Partner of VSSK & Associates, Practicing Company Secretary, (Membership No. A23285, CP No. 8345) as the Scrutinizer to scrutinize the Postal Ballot by way of remote e-Voting in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman, or any other person authorised by him, after completion of the scrutiny of the votes cast. The results declared along with Scrutinizer’s Report shall be announced by the Chairman or any such person authorized by him within the stipulated timeline. The Scrutinizer’s decision on the validity of the votes cast will be final.

The voting results declared in respect of the resolutions as set out in the Postal Ballot Notice along with the Scrutinizer’s Report shall be placed on the website of the Company at https://www.hariompipes.com and the same shall be immediately communicated to the Stock Exchanges where the shares of the Company are listed and on the website of CDSL www.evotingindia.com. The results shall also be displayed at the register office of the Company.

SPECIAL BUSINESS:

ITEM NO. 1

Alteration of the Object Clause of the Memorandum of Association (MOA) of the Company:

To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 4, 13, and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, if any) and rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and other applicable regulations, rules and guidelines issued, if any, and subject to the necessary approvals from the appropriate regulatory/ statutory authorities and subject to such terms, conditions, amendments or modifications as may be required or suggested by any such appropriate authority, the consent and approval of the members of the Company be and are hereby accorded to alter and amend the existing Clause III (A) [Main Object Clause] of the Memorandum of Association of the Company by inserting the following new sub-clauses 6 and 7 after the existing sub-clause 5 of Clause III (A) of the Memorandum of Association of the Company:

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6. To carry on all or any of the business of producers, manufacturers, generators, suppliers, distributors, transformers, converters, transmitters, processors, developers, storers, procurers, carriers and dealers in electricity, all form of energy including renewable energy and any such products and by-products derived from such business including without limitation, steam, fuels, ash, conversion of ash into bricks and any products derived from or connected with any other form of energy, including without limitation to conventional sources such as heat, thermal, hydel and/or from non – conventional sources such as tidalwave, wind, wind hybrid, solar, geothermal, biological, biogas and coal bed methane and other multiple sources with or without storage.

7. To carry on all or any of the business of purchasers, creators, generators, manufacturers, producers, procurers, suppliers, distributors, converters, processors, developers, storers, carriers and dealers in, design or otherwise acquire to use, sell, transfer or otherwise dispose of electricity, steam, hydro or tidal, water, wind, solar, hydrocarbon fuels, fuel handling equipment and machinery and fuel handling facilities thereto and any products or by products derived from any such business (including without limitation distillate fuel oil and natural gas whether in liquified or vaporized form), or other energy of every kind and description and stoves, cookers, heaters, geysers, biogas, plants, gas and steam turbines, boilers, generators, alternators, diesel generating sets and other energy devices and appliances of every kind and description.

RESOLVED FURTHER THAT the approval of the members of the Company be and are hereby accorded for commencing and carrying out new business and activities as included in the object clause of the Company as altered above at such time or times as the Board may in its absolute discretion deem fit.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things, including delegating all or any of its powers conferred under this resolution to any officers and/ or employees of the Company, and to take all steps as they may in their absolute discretion deem necessary, proper or expedient in respect of matters and things incidental or related thereto and to file necessary forms with the Registrar of Companies (ROC) and Stock Exchanges and to settle any question or doubt, to give effect to the aforesaid resolution.”

By order of the Board of Directors For Hariom Pipe Industries Limited

Date: March 06, 2025 Place: Hyderabad

Sd/-

Rupesh Kumar Gupta Managing Director DIN: 00540787

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NOTES:

1. The Explanatory Statement pursuant to Section 102 and 110 of the Act, read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, if any, stating all material facts and reasons for the proposed resolutions, is annexed hereto and forms part of the Notice.

2. This Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members / List of Beneficial Owners as received from NSDL and CDSL and whose email address is registered with the Company or Depository Participant(s), as on Friday, February 28, 2025 (the “Cut-off date ”). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purpose only. In compliance with Regulation 44 of SEBI Listing Regulations and pursuant to the provisions of Section 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-Voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. The communication of the assent or dissent of the members eligible to vote would only take place through remote e-Voting system.

3. Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.hariompipes.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Postal Ballot Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility) i.e., www.evotingindia.com.

4. Pursuant to the provisions of Section 110 of the Act read with the applicable rules and with the MCA Circulars, the Company has an option for the above-mentioned resolutions, to seek the approval of the members through Postal Ballot (via remote e-voting), instead of getting the same passed at a General Meeting. Accordingly, if the resolutions are approved by the members through Postal Ballot via remote e-Voting, they shall be deemed to have been passed as if the same have been passed at a General Meeting of the members convened in this regard.

5. Members holding shares in dematerialised mode are requested to register/update their KYC details, including email address, with their Depository Participants to ensure seamless communication through the Depository.

6. Members are requested to contact Bigshare Services Private Limited, the Company’s Registrars & Share Transfer Agent, quoting their Depository Participant ID and Client ID number, for any queries relating to their securities.

7. The Company has engaged the services of CDSL, the agency to provide e-Voting facility. Members are requested to carefully read the instructions for e-Voting that are provided as part of this Postal Ballot Notice before casting their vote.

8. The vote in this Postal Ballot cannot be exercised through proxy.

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1. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date of e-Voting i.e., April 10, 2025.

2. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorised by him, after completion of the scrutiny of the votes cast electronically. The result of the Postal Ballot through remote e-Voting process shall be announced on or before April 14, 2025 and the resolution will be taken as passed, if the results of e-Voting indicate that the requisite majority of the Members had assented to the Resolution.

3. The voting results along with Scrutinizer’s report would be published on the website of the Company i.e., www.hariompipes.com and will be communicated to the Stock Exchanges where the Company’s shares are listed i.e., NSE and BSE. The voting results along with the Scrutinizer’s Report will also be posted on the website of CDSL i.e., www.evotingindia.com.

4. In accordance with the MCA Circulars, Members who have not registered their e-mail addresses so far, are requested to register their email addresses, in respect of shares held in electronic form with the Depository through their concerned Depository Participants.

13. INSTRUCTIONS FOR SHAREHOLDERS ON REMOTE E-VOTING ARE AS UNDER:

• Step1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• a. The remote e-Voting period commence on Wednesday, March 12, 2025 at 09:00 a.m. (IST) and ends on Thursday, April 10, 2025 at 5.00 p.m. (IST ). During this period, the Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-Off date i.e., Friday, February 28, 2025 , may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter. Once the vote on the resolution is cast by member, he/she shall not be allowed to change it subsequently or cast the vote again.

• b. In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e- Voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-Voting service providers (ESPs) providing e-Voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-Voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process.

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Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• c. In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and e-mail Id in their demat accounts in order to access e-Voting facility.

Pursuant to the aforesaid SEBI Circular, Login method for remote e-Voting for Individual shareholders holding securities in Demat mode with CDSL / NSDL is given below:

Type of Shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the e-Voting is in progress as per the information provided by Company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting service providers, so that the user can visit the e-Voting Service Providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1. If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e- Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name or e- Voting service provider name and you will be re-directed to e-Voting

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service provider website for casting your vote during the remote e- Voting period. 2. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

d. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

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Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• e. Login method for remote e-Voting for Physical Shareholders and Shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com .

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID:

  • a) For CDSL: 16 digits beneficiary ID;

  • b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID;

  • c) Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-Voting of any Company, then your existing password is to be used.

• 6) If you are a first time user follow the steps given below:

If you are a first-time user follow the steps given below:	If you are a first-time user follow the steps given below:
For Physical Shareholders and other than individual shareholders holding shares in Demat mode.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank DetailsORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login.  If both the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field.

• f. After entering these details appropriately, click on “SUBMIT” tab.

• g. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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• h. For shareholders holding shares in physical form, the details can be used only for e-Voting on the resolutions contained in this Notice.

• i. Click on the EVSN for the relevant on which you choose to vote.

• j. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• k. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• l. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• m. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• n. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• o. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• p. There is also an optional provision to upload BR/POA if any, uploaded, which will be made available to scrutinizer for verification.

• q. Additional Facility for Non – Individual Shareholders and Custodians – For Remote Voting only:

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com .

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

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• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@hariompipes.com, if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

• r. Process for those Shareholders whose email/mobile no. are not registered with the Company/Depositories.

• For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to cs@hariompipes.com or bsshyd@bigshareonline.com.

• For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

• For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

• s. If you have any queries or issues regarding remote e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 2109911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on toll free no. 1800 2109911.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1:

Alteration of the Object Clause of the Memorandum of Association (MOA) of the Company:

This amendment will enable the Company to diversify its operations into new emerging sectors. Hariom is now extending its presence into the renewable energy sector. As part of its long-term strategy to drive sustainable growth and maximize shareholder value, Hariom Pipe Industries Limited proposes to alter the Object Clause of its Memorandum of Association (MOA) to expand into power generation, energy production, and related businesses.

Currently, the Company specializes in manufacturing premium steel products, including MS Billets, HR & CR Coils, GP Coils, MS, GP and CR Pipes, and Scaffolding Systems. However, recognizing the evolving market trends and global emphasis on environmental responsibility, we are aligning our business with sustainable development goals by diversifying into renewable energy solutions.

The proposed alteration will enable the Company to enter the generation, supply, distribution, and trading of electricity, with a strong focus on non-conventional energy sources such as solar power. This transition supports India's ambitious carbon neutrality goals and strengthens our commitment to reducing carbon emissions, minimizing environmental impact, and promoting clean energy adoption.

Commitment to Sustainability: Our entry into renewable energy aligns with global ESG (Environmental, Social, and Governance) standards, positioning Hariom Pipe as a responsible corporate leader.

Reduced Carbon Footprint: By investing in clean energy, we are actively contributing to a greener planet, lowering our operational emissions, and reducing dependence on conventional power sources.

Revenue Diversification & Growth: Expanding into renewable energy unlocks new revenue streams, ensuring financial stability and risk mitigation beyond the steel sector.

Upon receiving shareholder approval, the Board will strategically time the implementation of these initiatives, leveraging emerging opportunities to maximize value creation.

The Board recommends the aforesaid resolution for the approval of the members as a Special Resolution set forth in Item No.1 of the notice.

In terms of Section 102(1) of the Companies Act, 2013, none of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding, if any, in the Company.

By Order of the Board of Directors For Hariom Pipe Industries Limited

Date: March 06, 2025 Place: Hyderabad

Sd/- Rupesh Kumar Gupta Managing Director DIN: 00540787

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