Shareholders meeting

Texmo/Sec/2026-27/24 August 20, 2026 To, To, Manager (Listing) The Corporate Relationship Department National Stock Exchange of India Ltd Bombay Stock Exchange Ltd, Exchange Plaza, 5th Floor 25th Floor, New Trading Ring, Bandra kulra Complex, Bandra (E) P.J.Tower, Dalal Street, Mumbai 400051 Mumbai-400001 Ref: Texmo Pipes and Products Limited (ISIN- INE141K01013), BSE Code: 533164, NSE Symbol: TEXMOPIPES Sub. : Intimation of 18th Annual General Meeting, Notice of Book Closure and submission of Notice of AGM Dear Sir/Madam, The 18th Annual General Meeting of the Company will be held on Friday, 11th September, 2026 at 12.30 P.M. through 'Vide Conferencing' or 'Other Audio Visual Means’. In compliance with section 108 of Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has arranged e-voting facility for its members to participate in the business to be transacted at the 18th Annual General Meeting. Further, in terms of section 91 of the Companies Act, 2013 and rules made thereunder, the Register of Members and Share Transfer Book will remain closed from, 05th September, 2026 to 11th September, 2026 (both days inclusive) for the purpose of Annual General Meeting. Pursuant to provisions of Rule 20 of the Companies (Management and Administration) Rules, 2014, the cut-off date for determining the eligibility to vote by electronic means or in the general meeting has been fixed as 04th September, 2026. Further, pursuant to provisions of Regulation 30(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, read with Para A of Part A of Schedule III of said Regulation, please find attached herewith copy of Notice of 18th Annual General Meeting of the Company. This is for the information of the Exchange and Members thereof. Thanking you. Yours faithfully, For Texmo Pipes and Products Limited Ajay Shrivastava Company secretary and Compliance Officer Encl: As above. TEXMO PIPES AND PRODUCTS LIMITED 18TH ANNUAL REPORT 2025-2026 NOTICE NOTICE is hereby given that the 18th Annual General Meeting of the Members of TEXMO PIPES AND PRODUCTS LIMITED (CIN: L25200MP2008PLC020852) will be held through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”) on Friday, 11th September, 2026, at 12.30 P.M. to transact with or without modification(s), as may be permissible, the following business:- ORDINARY BUSINESS:- 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2026, together with the Reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Mrs. Rashmi Agrawal (DIN: 00316248) who retires by rotation and being eligible, offers herself for re-appointment. SPECIAL BUSINESS:- 3. REMUNERATION OF COST AUDITOR FOR THE YEAR 2026-27. To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being enforce), the remuneration of Rs. 80,000/- (Rupees Eighty thousand only) plus applicable taxes to be paid to M/s. Saurabh Parikh & Associates (Firm Registration No.101495), Cost Auditors of the Company to conduct the Audit of the cost records of the Company for the Financial Year ending March 31, 2027, as approved by the Board of Directors of the Company, be and is hereby ratified. FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 4. ISSUANCE OF EQUITY SHARES ON PREFERENTIAL BASIS TO THE PROMOTERS. 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 provision of Section 42 & 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 (‘‘the Act”) and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), and in accordance with the provisions of Memorandum and Articles of Association of the Company, Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (“SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), along with provisions of listing agreement entered into with stock exchanges and amendment thereto, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time (“SEBI Takeover Regulations”), any other guidelines and clarification issued by the Government of India, all applicable circulars, notifications issued by the Securities and Exchange Board of India (“SEBI”), and subject to all necessary approvals, consents, permissions and/or sanctions of Government of India, any other statutory or regulatory authorities, other applicable laws, consent of the members of the Company be and is hereby given to the Board of Directors of the Company (the “Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constituted to exercise its powers including the power conferred by this resolution), to create, offer, issue and allot on preferential basis ("Preferential Issue”) to Shri Sanjay Kumar Agrawal and Smt. Rashmi Agrawal (“Proposed Allottees”), upto maximum of 15,30,000 (Fifteen Lakhs Thirty Thousand) equity shares of face value Rs.10 (Rupees Ten) each, at a price of Rs. 45.65 (Rupee Forty Five and Sixty Five paisa only) per share including premium of Rs. 35.65 (Rupees Thirty Five and Sixty Five paisa only) per equity share, aggregating to Rs. 6,98,44,500 /- (Rupees Six Crores Ninety Eight Lakhs Forty Four Thousand Five Hundred only), in one or more than one tranches; provided that the minimum price of the equity share so issued shall not be less than the price arrived at, in accordance with Chapter V of the SEBI (ICDR Regulations) for preferential issue on such terms and conditions, as are stipulated in the explanatory statement attached and as the Board may deemed fit in its absolute discretion. RESLOVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations the “Relevant Date” for the purpose of calculating the floor price for the issue of equity shares be and is hereby fixed as 12th August 2026 being date 30 days prior to the date of Annual General Meeting i.e. 11th September, 2026 or such other date as may be prescribed in accordance with the SEBI (ICDR) Regulations. TEXMO PIPES AND PRODUCTS LIMITED 18TH ANNUAL REPORT 2025-2026 RESLOVED FURTHER THAT all such equity shares to be issued and allotted by the Board shall be subject to provisions of Memorandum of Association and Articles of Association of the Company and shall rank pari-passu in all respect including dividend with the existing equity shares of the Company. RESLOVED FURTHER THAT the equity share to be allotted by the Company to the Proposed Allottees pursuant to the aforesaid preferential allotment shall be issued in dematerialized form within a period of 15 (Fifteen) days from the date of passing of this resolution provided that where the issue and allotment of the equity shares is pending on account of pendency of any approval for such issue and allotment by any regulatory authority or the Central Government, the issue and allotment shall be com [Showing first 8,000 characters — download PDF for full document]