Meeting Details

This is a postal ballot process, not a physical meeting. The notice is being sent electronically to all members whose names appear on the Register of Members/list of Beneficial Owners as of the cut-off date, Friday, June 05, 2026, and whose email addresses are registered.

Summary of Proposed Resolution and Implications

The single special resolution proposes to raise funds by issuing equity shares through a Qualified Institutions Placement (QIP) in one or more tranches for an aggregate amount of up to ₹1,500 Crores (INR 1,500,00,00,000).

Key Implications and Terms of the QIP:

  • The allotment shall be made only to SEBI-defined Qualified Institutional Buyers (QIBs).
  • The securities will rank pari passu with existing equity shares.
  • The allotment must be completed within 365 days from the passing of this resolution.
  • The price will be determined as per Chapter VI of the SEBI ICDR Regulations, with a permissible discount of up to 5% on the calculated floor price.
  • No single allottee can be allotted more than 50% of the issue size, and minimum allottee rules must be complied with.
  • The proceeds are intended for investment in R&D, marketing initiatives, repayment/pre-payment of borrowings, and general corporate purposes.
  • A SEBI-registered credit rating agency will monitor the use of proceeds and submit quarterly reports.

Voting Process and Methods

The voting is restricted solely to a remote e-voting process. The company has engaged National Securities Depositories Limited (NSDL) to provide the e-voting facility.

Voting Timeline:

  • Commencement: Monday, June 15, 2026, at 09:00 AM IST
  • End: Tuesday, July 14, 2026, at 05:00 PM IST
  • Result Declaration: On or before Thursday, July 16, 2026

Scrutinizer's Role and Appointment

The Board of Directors has appointed M/s. BMP & Co. LLP, a practicing company secretary firm, as the Scrutinizer for the process. The primary Scrutinizer is CS Biswajit Ghosh (Membership No. F8750), and the alternate is CS Pramod S M (Membership No. F7834). Their role is to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer will submit a report to the Chairperson within two working days of the e-voting period ending, and their decision on the validity of votes will be final.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Sections 108 and 110 of the Companies Act, 2013
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standard SS-2
  • Ministry of Corporate Affairs (MCA) Circulars, including General Circular No. 03/2025 dated September 22, 2025
  • The notice is being dispatched electronically as permitted by the MCA Circulars.

Other Relevant Information

  • The notice and explanatory statement are available on the company's website (https://www.atherenergy.com/investor-relations/governance#postal-ballot) and the websites of BSE, NSE, and NSDL.
  • The dispatch will be announced via advertisements in one English and one Kannada newspaper with wide circulation in Bengaluru.
  • Members can inspect relevant documents at the Registered Office in Bengaluru or by emailing requests to cs@atherenergy.com or evoting@nsdl.com during the voting period.
  • The resolution will be deemed passed on the last date of e-voting (July 14, 2026) if approved by the requisite majority.
  • Institutional shareholders must submit a scanned copy of Board Resolutions/Authority letters to the Scrutinizer at info@bmpandco.com.
  • For technical assistance with e-voting, shareholders can contact NSDL at 022-48867000 / evoting@nsdl.com or CDSL at 1800-21-09911 / helpdesk.evoting@cdslindia.com.