BSECompany Update3d ago · 25 Jul 2026, 05:18 pm

Adoption of new set of MOA and AOA subject to the approval of shareholders

Rajasthan Tube Manufacturing Company Ltd · 530253

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Rajasthan Tube Manufacturing Company Ltd has adopted a new set of Memorandum of Association (MOA) and Articles of Association (AOA) subject to shareholder approval. The company also approved the issue of convertible equity share warrants to public investors, and regularized two independent directors. An extraordinary general meeting will be held on August 20, 2026, to approve the resolutions.

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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact7/10
Market Sentiment5/10

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Rajasthan Tube Manufacturing Company Ltd - 530253 - Announcement under Regulation 30 (LODR)-Amendments to Memorandum & Articles of Association

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Date:- 24.07.2026 The Manager, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400001 BSE Script Code/Script ID: 530253/RAJTUBE Subject: Outcome of the Meeting of the Board of Directors of Company held today i.e. Friday, July 24, 2026 pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Dear Sir/Madam, Pursuant to Regulation 30 read with Schedule III - Part A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the board at its meeting held today i.e., Friday, July 24, 2026 at the Registered Office of the Company at 28-37, Bnake Bihari Industrial Area, Dehra, Teh. Chome, Jaipur, Rajasthan, 303806, have, inter alia: 1. Considered and approved the raising of funds through issue of Convertible Equity Share Warrants (“Warrants”) to the Public Investors on Preferential Basis by issuing up to 6,21,00,000 (Six Crore Twenty One Lakh) Warrants convertible in one or more tranches to equity shares of ₹1/- each of the Company at a price of ₹15/- (including premium of ₹14/-) for each Warrant subject to necessary Shareholders’ approvals, as applicable. In terms of the requirements of the Companies Act, 2013, a valuation report from Mr. A. N. Gawade, Registered Valuer having IBBI Registration No. IBBI/RV/05/2019/10746 has been obtained. The Relevant Date, in terms of provision of SEBI (ICDR) Regulations, 2018 (“SEBI ICDR”) for the preferential issue is Tuesday, July 21, 2026. The requisite details as required under Regulation 30 of SEBI Listing Regulations, read with Schedule III thereto and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as ‘ANNEXURE A’ to this letter. 2. Considered and recommend the regularisation of Additional Director (Non-Executive & Independent), Mr. Mahendra Soni (DIN: 11046273) by appointing him as an Independent Director of the company. The requisite details as required under Regulation 30 of SEBI Listing Regulations, read with Schedule III thereto and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as ‘ANNEXURE B’ to this letter. 3. Considered and recommend the regularisation of Additional Director (Non-Executive & Independent), Mr. Ranjeet Kumar Pandey (DIN: 02632421) by appointing him as an Independent Director of the company. The requisite details as required under Regulation 30 of SEBI Listing Regulations, read with Schedule III thereto and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as ‘ANNEXURE C’ to this letter. 4. Considered and approved the adoption of amended Memorandum of Association (“MOA”) of the Company as per Companies Act, 2013 subject to approval of shareholders of the Company; The requisite details as required under Regulation 30 of SEBI Listing Regulations, read with Schedule III thereto and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as ‘ANNEXURE D’ to this letter. 5. Considered and approved the adoption of new set of Articles of Association (“AOA”) of the Company as per Companies Act, 2013 subject to approval of shareholders of the Company; The requisite details as required under Regulation 30 of SEBI Listing Regulations, read with Schedule III thereto and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as ‘ANNEXURE E’ to this letter. 6. The Board has decided that the Extraordinary General Meeting (EGM) of the Company will be held on Thursday, August 20, 2026 through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The detailed Resolution(s) for approval of Members of the Company along with information as required under Chapter V of the SEBI ICDR Regulations forming part of notice of Extra-Ordinary General Meeting will be dispatched shortly. 7. Approved the appointment of Prachi Bansal, Practising Company Secretary having Membership no. A43355, of Institute of Company Secretaries of India to act as the Scrutinizer of the ensuing EGM pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013. The meeting of the Board commenced at 9:00 P.M. and concluded at 9.30 P.M. This is for your kind information. You are requested to kindly take the above on your record. Thanking You, FOR RAJASTHAN TUBE MANUFACTURING COMPANY LIMITED PANKAJ JAIN WHOLE TIME DIRECTOR DIN: 11098222 ANNEXURE A PARTICULARS REMARKS Convertible Equity Share Warrants ("Warrants") with a right exercisable by the Warrant Type of securities 1 holders to subscribe to one Equity Share per Warrant. proposed to be issued 2 Type of issuance Preferential Allotment of Warrants. Total number of Issue of Warrants to the Public Investors on Preferential basis by issuing up to 6,21,00,000 securities proposed to (Six Crore Twenty One Lakh) Warrants convertible in one or more tranches to equity be issued or the total 3 shares having face value of ₹1/- each of the Company at a price of ₹15/- (including amount for which the premium of ₹14/-) for each Warrant aggregating up to ₹93,15,00,000 (Rupees Ninety securities will be Three Crore Fifteen Lakh Only). issued (approximately) Sr. No. Name of Allottees 1 Urvashi Jeetendra Gehi 2 Piya Jeetendra Gehi 3 Pawan Kishin Gehi 4 Khusbhoo Pavan Gehi 5 Usha Kishin Gehi 6 Faiza F Siddiqui 7 Sangita Shankarrao Satav 8 Sonal Sandeep Satav 9 Nidhi Naresh Nandu 10 Atul Dhandharia 11 Romeo Pulasaria 12 Ajay Shyam Kumar 13 Neeru A Kumar 14 Rajesh Kirtikumar Modi 15 Pooja Jayesh Goragandhi 16 Manali Kirit Bhuva 17 Yash Ramesh Brahmbhatt 4 Names of the Investors 18 ESPS Finserve Pvt Ltd 19 ESPS Capital Pvt Ltd 20 Wordexx Ventures Pvt Ltd 21 RAJ Kumar Singh 22 Shweta Ashok Singh 23 Maa Pahari Mercantiles Private Limited 24 Cicago Commodities Private Limited 25 Pahari Mata Commodities Pvt Ltd 26 Verve Global Services Private Limited 27 Tsm Finance Services Private Limited 28 Thought Rain Advisery Services Pvt Ltd 29 Arvind Shikharchand Jain 30 Hirak Sheth 31 Indrajit Maruti Gole 32 Sumita R Agarwal 33 Shamal Ankush Yadav 34 Anurag Bhutra 35 RSWM Private Limited 36 Santosh Kumar Singh 37 Rajwant Parmanand Singh 38 Jyoti 39 Prakashsingh H Rajpurohit 40 Manish Kumar HUF 41 Vaibhav Sharma 42 Revati Holdings Private Limited 43 Pushpa Bhaju 44 Hema Lakshman 45 Dinesh Muddu Kotian 46 Seema Surana 47 Hitesh Kumar Loonia HUF 48 Chanchal 49 OM Prakash Mahawar 50 Sohan Lal Ahuja and Sons HUF 51 Kamlesh sharma 52 Kiran Kumar Kantibhai Sheth 53 Manjesh Dubey 5 Number of Investors 53 (Fifty Three) Pre-Preferential Issue Post-Preferential Issue of Warrants of Warrants No. of No. of Name warrants to Equity No. of Equity % % held be issued Shares Shares held* held** held Urvashi Jeetendra 1,38,725 0.31% 8,00,000 9,38,725 0.88% Gehi Piya Jeetendra 1,00,941 0.22% 8,00,000 9,00,941 0.84% Gehi Pawan 0 0.00% 4,00,000 4,00,000 0.37% Kishin Gehi Khusbhoo 5,647 0.01% 4,00,000 4,05,647 0.38% Pavan Gehi Post allotment of Usha Kishin securities – outcome of 3,15,000 0.70% 8,00,000 11,15,000 1.04% Gehi 6 the subscription, issue Faiza F price / allotted price (in 0 0.00% 1,00,000 1,00,000 0.09% Siddiqui case of convertibles) Sangita Shankarrao 1,57,076 0.35% 5,00,000 6,57,076 0.61% Satav Sonal Sandeep 3,41,964 0.76% 2,00,000 5,41,964 0.51% Satav Nidhi Naresh 67,483 0.15% 49,00,000 49,67,483 4.63% Nandu Atul 0 0.00% 27,00,000 27,00,000 2.52% Dhandharia Romeo 0 0.00% 9,00,000 9,00,000 0.84% Pulasaria Ajay Shyam 0 0.00% 18,00,000 18,00,000 1.68% Kumar Neeru A 0 0.00% 18,00,000 18,00,000 1.68% Kumar Rajesh Kirtikumar 0 0.00% 13,00,000 13,00,000 1.21% Modi Pooja Jayesh 0 0.00% 4,00,000 4,00,000 0.37% Goragandhi Manali Kirit 26,417 0.06% 9,00,000 9,26,417 0 [Showing first 8,000 characters — download PDF for full document]