Shareholders meeting

CUBEX TUBINGS LIMITED ) (AN ISO 9001:2008 CERTIFIED COMPANY) CIN: L27109TG1979PLC002504 NOTICE Notice is hereby given that the 01/2026-2027 Extra Ordinary General Meeting of the Members of Cubex Tubings Limited will be held on 6" November, 2026 at 10:30 A.M (IST) through Video Conferencing (“VC™)/Other Audio-Visual Means (“OAVM?”) to transact the following business: Special Business: Item no. 1 Issuc of up to 50,00,000 Warrants convertible into Equity Shares of Face Value Rs. 10 to Promoters and Non-Promoter of the Company on Preferential basis To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re- enactment(s) thereof for the time being in force) read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) and re-enactment(s) thereof for the time being in force), Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“SEBI (ICDR) Regulations, 2018”), the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended (“Takeover Regulations™), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI (LODR) Regulations, 2015) and the rules, regulations, notifications and circulars issued thereunder and other applicable law including any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereon from time to time by the Government of India, the Securities and Exchange Board of India (“SEBI”), Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs, the stock exchange where the equity shares of the Company are listed (*Stock Exchange™), and or any other competent regulatory authority and in accordance with the uniform listing agreements entered into with the Stock Exchange and in accordance with the enabling provisions of the Memorandum of Association and Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessary or required from regulatory or other appropriate authorities, including but not limited to the Stock Exchange and SEBI and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of them while granting such approval, consents, permissions and sanctions and which terms may be agreed to by the Board of Directors of the Company (hereinafier referred to as “the Board” which expression shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this Resolution) and subject to such terms, conditions and modifications as the Board may in its discretion impose or agree to, consent of the Members be and is hereby accorded, to authorize, create, issue, offer and allot by way of Preferential Allotment cum private placement, up to 50,00,000 Convertible Warrants at a price Rs. 150/~ per warrant each at a price determined under the applicable pricing requirements and supported by the requisite reports, convertible into 50,00,000 Equity Share of Face Value of Rs. 10/- (Rupees Ten Only) each and premium of Rs. 140/- each to persons mentioned below, on Preferential allotment basis for REGD. OFFICE : 1-7-27 TO 34, 2ND FLOOR, SHYAM TOWERS, S.D. ROAD, SECUNDERABAD - 500 003. TELANGANA. 1 TEL : 040-27817440, 27817436 age ADMN. OFFICE & FACTORY : SURVEY NOS. 464 & 482, NEAR IDA, PHASE-V, PATANCHERU - 502 319, SANGAREDDY DIST. TELANGANA TEL : 08455-285362, 285363, FAX : 08455-241675, email : cubex@rediffmail.com KOLKATA: 033-22436184, FAX : 28610672, CHENNAI : 044-22483187, FAX : 22484630 CUBEX TUBINGS LIMITED Tovns) (AN ISO 9001:2008 CERTIFIED COMPANY) “’-. CIN: L27109TG1979PLC002504 cash and in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations and SEBI Takeover Regulations or other applicable laws and on such terms and conditions as the Board may determine within the terms approved by the Members and applicable law and without requiring any further approval or consent from the Members to the following persons as mentioned below and, on such terms, and conditions as follows: Proposed allottees: Individual or Consideration Name of allottee Category aitity Warrants e C“bexf‘ej“”“es Promoter Entity 33,90,000 50,85,00,000 Ajeet Modi Non Promoter Individual 6,00,000 9,00,00,000 H & A Unicorns Non Promoter Entity 4,05,000 6,07,50,000 Ruchas Ventures Non Promoter Partnership Firm 4,05,000 6,07,50,000 Payal Tandan o promoter | Individual 12,00,000 3,00,00,000 Shrivastava “RESOLVED FURTHER THAT in terms of Chapter V of the SEBI (ICDR) Regulations, 2018 (as amended), the “Relevant Date” for the Preferential Issue of the Warrants convertible into Equity Shares is 7™ October, 2026 determined under Regulation 161(b). “RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Equity Warrants shall be subject to following terms: i. Each Warrants is convertible into One (1) Equity Share and the conversion can be exercised by warrant holder(s) at any time during the period of Eighteen (18) months from the date of allotment of Warrants convertible into Equity Shares, in one or more tranches, as the case may be subject to the applicable SEBI ICDR Regulations. ii. An amount equivalent to 25% of the issue price will be payable on or before the date of allotment of Warrants convertible into Equity Shares, as prescribed by the SEBI (ICDR) Regulations, which would be adjusted by the Company and appropriated against the issue price of the Equity Shares. The balance of 75% of the issue price of the share warrants shall be payable by the warrant holder(s) at the time of exercising conversion of warrants. iii. The warrant holder(s) shall be entitled to exercise the option of exercising any or all of the warrants convertible into equity shares in one or more tranches by way ofa written notice which shall be given to the Company, specifying the number of warrants proposed to be converted along with the aggregate amount payable thereon, prior to or at the time of conversion. The Company shall accordingly, without any further approval from the Members of the Company, issue and allot the corresponding number of fully paid-up Equity Shares within fifteen days from exercise of the option and perform such actions as required to credit the Equity Shares to the depository account of the warrant holders. REGD. OFFICE : 1-7-27 TO 34, 2ND FLOOR, SHYAM TOWERS, $.D. ROAD, SECUNDERABAD - 500 003. TELANGANA | o TEL : 040-27817440, 27817436 & ADMN. OFFICE & FACTORY: SURVEY NOS, 464 & 482, NEAR IDA, PHASE-V, PATANCHERU - 502 319, SANGAREDDY DIST. TELANGANA TEL : 08455-285362, 285363, FAX : 08455-241675, email : cubex@rediffmail.com KOLKATA: 033-22436184, FAX : 28610672, CHENNAI : 044-22483187, FAX : 22484630 CUBEX TUBINGS LIMITED (AN ISO 9001:2008 CERTIFIED COMPANY) CIN: L27109TG1979PLC002504 iv. The Equity Shares to be allotted on exercise of conversion of the Convertible Warrants shall be in dematerialized form, shall be subject to the Memorandum and Articles of Association of the Company, and shall rank pari passu in all respects, including as to dividend, with the existing Equity Shares of the Company. v. In the event the warrant holder(s) do not exercise the option of conversion within Eighteen (18) months from the date of allotment of the Convertible Warrants, then such Convertible Warrants shall lapse and the amount paid thereon shall stand forfeited by the Company. vi. The Equity Shares arising from conversion of the [Showing first 8,000 characters — download PDF for full document]