Indian Hume Pipe Co. Ltd. — Proxy Solicitation & Information Statement 2023

Jun 5, 2023

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HP/SEC/ 5[th ] June, 2023

1. BSE Ltd. Corporate Relationship Department, 1[st] Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

2. National Stock Exchange of India Ltd. Exchange Plaza, 5[th] floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051

Dear Sirs,

Sub.: Corrigendum dated June 3, 2023 to the Notice of the Extra Ordinary General Meeting

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In continuation to our intimation dated May 19, 2023, we are submitting herewith the corrigendum to the Notice of the Extra Ordinary General Meeting (“ EGM Notice ”) of the Members of the Company scheduled to be held on Monday, June 12, 2023 at 02.30 p.m. (IST) through Video Conference / Other Audio Visual Means.

The Company has, today, completed dispatch of the corrigendum to the EGM Notice by electronic means, to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent/ Depositories.

The said corrigendum to the EGM Notice is also available on the website of the Company at www.indianhumepipe.com.

Please take the above on record.

Thanking you,

Yours faithfully, For The Indian Hume Pipe Company Limited, SUBHASH Digitally signed by SUBHASH MADHUSUDAN MANDKE MADHUSUDAN Date: 2023.06.05 12:25:29 MANDKE +05'30' S. M. Mandke

Vice President - Company Secretary FCS 2723

Encl: As above

THE INDIAN HUME PIPE COMPANY LIMITED

Registered Office: Construction House, 2[nd] Floor, 5, Walchand Hirachand Road, Ballard Estate, Mumbai - 400 001. INDIA Tel.: +91-22-22618091, +91-22-40748181 Fax: +91-22-22656863 E-mail: info@indianhumepipe.com Website: www.indianhumepipe.com CIN: L51500MH1926PLC001255

CORRIGENDUM TO THE NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING DATED MAY 16, 2023

The Indian Hume Pipe Company Limited (“ Company ”) had issued Notice dated May 16, 2023 ( “EGM Notice” ) for convening an Extraordinary General Meeting of the Members of the Company, scheduled to be held on Monday, June 12, 2023 at 2:30 pm (IST) through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”) facility to consider and approve, inter alia, a Special Resolution to create, offer, issue and allot 42,34,600 equity shares on a preferential basis (“ Preferential Issue ”) to persons being Promoters and members of the Promoter Group, on such terms and conditions as may be determined by the Board in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”) and/or other applicable laws, ( Item No. 1 of the Explanatory Statement to the EGM Notice ).

The EGM Notice has been circulated to all the Members of the Company in due compliance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This corrigendum is being issued to give notice to amend/ provide additional details as mentioned herein and pursuant to the provisions of the SEBI ICDR Regulations. Accordingly, Members are requested to kindly note that the following modification/ addition is being made to the relevant portion of Item No. 1 in the Explanatory Statement:

1. Point No.(v) of the Explanatory Statement (forming part of the EGM Notice) shall stand replaced/amended by the following and be read as follows:

2. v) Basis or justification for the price (including premium, if any) at which the offer / invitation is being made:

The equity shares of the Company are listed on BSE and NSE (collectively referred to as the “ Stock Exchanges ”). The equity shares of the Company are frequently traded in terms of the SEBI ICDR Regulations. NSE, being the Stock Exchange with highest trading volume in respect of the equity shares of the Company for the preceding 90 (ninety) trading days prior to the relevant date i.e. May 12, 2023, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations. Further, in terms of Regulation 166A of the SEBI ICDR Regulations, the said preferential issue, will result in allotment of more than 5% (five percent) of the post issue fully diluted share capital of the Company, to the Proposed Allottees or to Proposed Allottees acting in concert. Therefore, a valuation report shall be required from an independent registered valuer for determining the price.

In terms of the applicable provisions of the Chapter V of the SEBI ICDR Regulations, the minimum price of the Subscription Shares proposed to be allotted by way of preferential issue shall be a price, being higher of the following:

• a) 90 (Ninety) trading days volume weighted average price of the equity shares of the Company quoted on NSE, preceding the Relevant Date is Rs.139.17 (Rupees One Hundred Thirty Nine and Seventeen Paise only); or

• b) 10 (Ten) trading days volume weighted average price of the equity shares of the Company quoted on NSE, preceding the Relevant Date is Rs.139.82 (Rupees One Hundred Thirty Nine and Eighty Two Paise Only); or

• c) the floor price arrived by an Independent Registered Valuer through Valuation Report dated June 2, 2023 (“ Valuation Report”) in terms of the provisions of regulation 166A of the SEBI ICDR Regulations is Rs.133.20 (Rupees One Hundred

Thirty Three and Twenty Paise only). The said Valuation Report is uploaded on the website of the Company and the link for the same is http://www.indianhumepipe.com/Portals/0/images/ pdf/Corporate_Governance/EGM2023valuation.pdf

In terms of the applicable provisions of the SEBI ICDR Regulations, the floor price for the Preferential Issue is Rs.139.82 (Rupees One Hundred Thirty Nine and Eighty Two Paise Only) per share. The price per Subscription Share to be issued pursuant to the Preferential Issue is fixed at Rs.141.69 (Rupees One Hundred Forty One and Sixty Nine Paise Only), being not less than the floor price computed in accordance with Chapter V of the SEBI ICDR Regulations.

1. Sub-Point No. (d) of Point No.(xx) “Other disclosures” of the Explanatory Statement (forming part of the EGM Notice) shall stand deleted.

2. After Point No.(xx) “Other disclosures”, the following Point No.(xxi) of the Explanatory Statement (forming part of the EGM Notice) shall be added and be read as follows:

3. xxi) Name and address of valuer who performed valuation:

   • Name: Mr. Bhavesh M. Rathod

   • Chartered Accountants, Registered Valuer- SFA M No: 119158

   • Registration No. IBBI/RV/06/2019/10708

   • Address: 12D, White Spring, A wing, Rivali Park Complex, Western Express Highway, Borivali East, Mumbai 400066. Mobile: +91 9769113490

Email: Info@cabhavesh@gmail.com

This corrigendum and the original EGM Notice shall be placed before the Members in the ensuing EGM to be held on Monday, June 12, 2023 for their approval.

This Corrigendum to the EGM Notice shall form an integral part of the EGM Notice which has already been circulated to the Members of Company. On and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum. This Corrigendum is also being published in Business Standard (in English), The Free Press Journal (in English) and Navshakti (in Marathi) and will also be available on the website of BSE Ltd. (www.bseindia.com), the National Stock Exchange of India Ltd. (www.nseindia.com) and on the website of the Company (http://www.indianhumepipe.com/).

All other contents of the EGM Notice, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.

By Order of the Board For The Indian Hume Pipe Co. Ltd.

S. M. Mandke Vice President- Company Secretary

Registered Office: Construction House, 2[nd] Floor, 5, Walchand Hirachand Road, Ballard Estate, Mumbai - 400 001 Tel No. : 022-22618091 / 92, 40748181 Fax No. : 022-22656863 email : info@indianhumepipe.com Website : www.indianhumepipe.com CIN No. : L51500MH1926PLC001255 Date : June 3, 2023 Place : Mumbai