Nature of the Disclosure

This is a notice convening an Extra-Ordinary General Meeting (EGM) of the members of Ecofinity Atomix Limited, to be held virtually on Wednesday, 16th September 2026 at 04:00 PM IST. The notice outlines the business to be transacted and provides detailed instructions for remote e-voting and virtual attendance.

Key Resolutions and Business to be Transacted

1. Issue of Convertible Warrants on a Preferential Basis
  • Purpose: To raise funds for the installation of a solar power plant (70% of proceeds) and for working capital requirements (30% of proceeds).
  • Instrument: Issuance of 23,90,000 convertible equity warrants.
  • Issue Price: ₹69.50 per warrant (including a premium of ₹59.50).
  • Total Consideration: ₹16,61,05,000 (Rupees Sixteen Crore Sixty One Lakh Five Thousand Only).
  • Allottees: The warrants are to be issued to 18 allottees belonging to the promoter and non-promoter/public category.
  • Promoter Allottees:
  • Prafullchandra Vitthalbhai Patel: 2,76,000 warrants
  • Jashvantbhai Shankarlal Patel: 1,83,000 warrants
  • Conversion Terms: Each warrant is convertible into one equity share of ₹10 face value at any time within 18 months from the date of allotment.
  • Payment Terms: 25% of the issue price is payable on allotment; the balance 75% is payable upon conversion.
  • Lapse Condition: Unconverted warrants after 18 months will lapse, and the amount paid on them will be forfeited.
  • Pricing Basis: The price was determined in accordance with SEBI ICDR Regulations. The relevant date for calculating the floor price was fixed as Monday, 17th August 2026. The certified floor price was ₹69.19, and the issue price of ₹69.50 is higher than this floor price.
  • Regulatory Compliance: The issuance is subject to approvals under the Companies Act, 2013, and SEBI ICDR Regulations, 2018.
  • Lock-in: The warrants and the ensuing equity shares will be subject to lock-in as per ICDR Regulations.
  • Post-Issue Capital Impact: The post-issue shareholding pattern, assuming full conversion, shows promoter holding changing from 37.83% to 33.07% and public holding increasing from 62.17% to 67.73%.
2. Alteration of Main Object Clause of Memorandum of Association (MOA)
  • Purpose: To expand the company's business activities.
  • Proposed New Clauses:
  • Clause A(5): To carry on the business of generating, distributing, and dealing in electricity from renewable sources (solar), including trading equipment and establishing solar power plants.
  • Clause A(6): To carry on the business of manufacturing, dealing in, and maintaining various types of pumps and industrial machinery.
3. Increase in Borrowing Limits and Creation of Charges
  • Purpose: To support increased business activities and future plans.
  • Borrowing Limit: Seek shareholder approval to borrow money up to ₹100,00,00,000 (Rupees One Hundred Crore Only), exceeding the aggregate of the company's paid-up capital, free reserves, and securities premium.
  • Creation of Charge: Seek approval to create mortgages, charges, or other security interests on the company's movable and immovable properties, both present and future, to secure these borrowings.

Voting and EGM Procedural Details

  • EGM Date & Time: Wednesday, 16th September 2026, at 04:00 PM IST.
  • Mode: Video Conference (VC) / Other Audio Visual Means (OAVM) only.
  • Cut-off Date for Voting: Wednesday, 9th September 2026, for determining eligibility to vote.
  • Remote e-Voting Period: Commences on Saturday, 12th September 2026 at 09:00 AM and concludes on Tuesday, 15th September 2026 at 05:00 PM.
  • e-Voting Agency: Central Depository Services (India) Limited (CDSL).
  • Scrutinizer: Mr. Utkarsh Shah, Practicing Company Secretary (M/s. Utkarsh Shah & Co.), has been appointed to scrutinize the e-voting process.
  • Result Declaration: Voting results will be declared within two working days after the EGM and placed on the company's website.
  • Notice Dispatch: The notice has been sent electronically to members as per SEBI and MCA circulars. It is also available on the company's website (<https://ecofinityatomix.com/>) and the BSE website.

Financial and Capital Structure Impact

  • The preferential warrant issue will result in an immediate inflow of ₹4.15 crore (25% of ₹16.61 Cr) and a potential future inflow of ₹12.46 crore upon conversion.
  • Full conversion of all 23,90,000 warrants would lead to the issuance of an equivalent number of new equity shares, causing dilution of existing shareholdings.
  • The increase in the borrowing limit to ₹100 crore provides the company with significant potential debt capacity for future growth initiatives.