Aryavan Enterprise Ltd

EGM purpose and agenda

• Cancellation of the 23,90,000 convertible warrants issued on 16 Sept 2026.
• Fresh preferential issue of 15,87,100 convertible warrants to promoter/non-promoter category at Rs 70.50.
• Warrants exercisable within 18 months; 25% upfront, 75% on exercise.
• Warrants allotted to 18 named promoter and non-promoter category allottees.
• Post-issue promoter stake projected to 35.75%; no change in control.

Resolution overview

• Resolution 1: Cancellation of the earlier special resolution for warrants.
• Resolution 2: Issue of 15,87,100 warrants to promoter/non-promoter at Rs 70.50.
• Warrants convertible within 18 months; pari-passu ranking; lock-in.
• Promoter/director participation includes Patel family members among proposed allottees.
• Utilisation: 70% for solar plant; 30% for working capital.
• Post-issue ownership: promoters 35.75%; no control change.
• Total post-issue shares: 85,50,000; promoter shares 30,56,960.
• Board authorized to complete private placement and related filings.

Voting status

• Voting outcome not provided in the notice.
• Results to be declared within two working days after meeting.

Shareholding impact

• Total post-issue shares: 85,50,000.
• Promoter holding: 37.83% pre; 35.75% post (full conversion).
• No change in control; promoters remain in control.

Fund utilisation / objects

• 70% of proceeds for solar power plant; 30% for working capital.

Board & governance

• No changes to board or KMPs.

Other governance/financial impact

• Warrants subject to ICDR rules; listing approvals and lock-in.
• Annexure B provides pre/post shareholding; control unchanged.

Warrant issuance update

• Cancellation of 23,90,000 convertible equity warrants issue approved, subject to member approval.
• Proposal to issue 15,87,100 equity warrants aggregating ₹1,58,71,000 on a preferential basis.
• Warrants offered to promoter and non-promoter/public categories; price to be determined under ICDR.
• Shareholders’ approval to be sought via an Extraordinary General Meeting.
• Annexure A-B disclose 18 investors and warrant allocations.
• Equity warrants grant right to one share per warrant within 18 months.
• Conversion requires payment of full warrant price.
• Issuance subject to regulatory approvals and applicable laws.

AGM Details

• Date: 28 September 2026; Time: 03:00 PM; Mode: VC/OAVM.
• Record date for voting: 21 September 2026.
• Meeting duration: 03:00 PM to 03:09 PM.

Key Resolutions

• Item 1: Adopt audited standalone and consolidated financial statements.
• Item 2: Re-appointment of Hirenkumar Jashvantbhai Patel (retiring by rotation).
• Item 3: Special: Approve remuneration of Mr. Prafullchandra Vitthalbhai Patel as Managing Director.

Voting Results

• Item 1: Passed with requisite majority.
• Item 2: Passed with requisite majority.
• Item 3: Passed with requisite majority (special resolution).

Director Changes

• Hirenkumar J. Patel re-appointed as director (retiring by rotation).

Auditors

• No new auditor appointment; statutory auditors continue.

AGM Details

• Date and time: 28 September 2026, 03:00 PM; via VC/OAVM.
• Meeting concluded at 03:09 PM.
• Remote e-voting held Sep 24–27, 2026; voting during AGM allowed.
• Quorum present through VC/OAVM; 20 members attended.

Resolutions

• Adopt audited standalone and consolidated financial statements for FY2025–26.
• Re-appoint director retiring by rotation: Mr. HirenKumar Jashvantbhai Patel.
• Special: Approve remuneration of Managing Director as proposed.

Voting & Outcome

• Results to be announced on or before 30 September 2026.
• No questions raised on financials; e-voting commenced prior to AGM.
• Meeting concluded with thanks; no further business.

Other Details

• Mode of meeting: VC/OAVM; venue not applicable.
• E-voting window: Sep 24–27, 2026; 9:00 AM to 5:00 PM.

Ecofinity Atomix Limited closes trading window from 01 October 2026 until the expiry of 48 hours after the declaration of the unaudited financial results for the 2nd Quarter and half year ended 30 September 2026

Resolution 1: Preferential Warrants

• Special resolution to issue convertible warrants on a preferential basis to promoter and public; promoter interest: No.

Resolution 2: MOA Object Alteration

• Special resolution to alter Main Object Clause of the MOA; passed with requisite majority.

Resolution 3: Borrowing Limits & Charges

• Special resolution to increase borrowing limits and creation of charges on movable and immovable properties; passed.

Voting outcome

• All three resolutions passed with 100% assent and zero dissent.

Promoter/Management interests

• No promoter or promoter group participation in any resolution.

Meeting details

• EGM held via VC/OAVM on 16 September 2026.

Scrutinizer verification

• Scrutinizer report confirms approvals by requisite majority.

Res 1: Warrants

• Special resolution; issue of convertible warrants on a preferential basis to promoter and non-promoter/public.

Res 2: MOA Change

• Special resolution; alter main object clause of the Memorandum of Association.

Res 3: Borrowing & Charges

• Special resolution; increase borrowing limits and create charges on movable and immovable assets.

Voting Outcome

• Voting results to be announced by 18 September 2026.

Financial performance

• Revenue from operations: ₹3,512.22 Lakhs in FY2025-26.
• Total revenue: ₹3,724.38 Lakhs; up from ₹3,176.59 Lakhs in FY2024-25.
• Profit before tax: ₹443.32 Lakhs; Profit after tax: ₹337.44 Lakhs.
• PAT rose from ₹152.03 Lakhs to ₹337.44 Lakhs YoY.
• Basic EPS: ₹4.85 per share.
• Interim dividend ₹0.50 per share paid on 19-Dec-2025.
• No final dividend recommended for FY2025-26.
• Equity share capital ₹696.29 Lakhs; 69.63 lakh shares outstanding; 31.13 lakh new shares issued.
• Promoter holding at 23.38%; single-segment trading business.
• Padmavati Chemicals subsidiary holds 60% stake.
• Net debt (Group) ₹4,519.10 Lakhs; gearing 29.49%.
• Profitability improved vs prior year; no change in business nature.

Capital structure & liquidity

• Short-term borrowings ₹309.16 Lakhs; long-term ₹6.89 Lakhs.
• Group net debt ₹4,519.10 Lakhs; total capital ₹3,186.39 Lakhs; gearing 29.49%.
• Standalone net debt ₹513.13 Lakhs; standalone current ratio disclosed in ratios note.
• Cash and cash equivalents: Standalone ₹46.11 Lakhs; Consolidated ₹74.84 Lakhs.
• Finance policy relies on internal accruals; no public deposits during the year.

Dividend & capital allocation

• Interim dividend paid: ₹0.50 per share in December 2025.
• No final dividend declared for FY2025-26.
• Equity capital increased via new share issuance of 31.13 Lakhs during the year.

Governance, risk management & controls

• Corporate governance not applicable due to paid-up capital and turnover thresholds.
• Independent Directors familiarisation program conducted; board performance evaluated.
• Statutory auditor: S N D K & Associates LLP; no material qualifications in standalone.
• Secretarial audit flagged two observations: System Driven Disclosures not implemented; results not published in newspapers.
• Internal financial controls found adequate; secretarial audit notes reviewed by Audit Committee.

Subsidiaries, related party transactions & governance

• Padmavati Chemicals is a subsidiary with 60% equity stake.
• Related party disclosures include MD/KMP remuneration and intercompany transactions; details in Annexure C.
• Sales to ACTYMO Private Limited (related party) reported; other related party items disclosed.

Audit, disclosures & outlook

• Management discussion and analysis provides macro outlook; single trading segment.
• Management notes healthy domestic demand backdrop and export opportunities in textiles/chemicals.
• Consolidated financials reflect a 3rd party subsidiary gratuity provision as a key audit matter.
• Risks include market competition, currency fluctuations, raw material volatility and policy changes.

AGM Details

• 34th AGM held on 28 September 2026 at 3:00 PM via VC/OAVM.
• Remote e-voting window runs 24 September to 27 September 2026.
• Cut-off date for voting: 21 September 2026.
• Deemed venue: Registered Office; attendance via VC/OAVM.

Resolutions

• Ordinary: adoption of standalone and consolidated financial statements.
• Ordinary: re-appointment of Hirenkumar Jashvantbhai Patel retiring by rotation.
• Special: remuneration approval for Prafullchandra Vitthalbhai Patel as Chairman & MD for 2026–28.

Voting Results

• Voting outcomes not disclosed in this filing.

Dividend

• Interim dividend of Rs 0.50 per share paid on 19 December 2025.

Director Changes

• Hirenkumar Jashvantbhai Patel to be re-appointed.
• Board composition remains unchanged.

Auditor

• Statutory auditors retained; term through 2028; no change.

Material RPTs

• Remuneration to MD and KMPs: MD 18.00; CFO 3.84; CS 12.69 (Lakhs).
• Interest income from Padmavati Chemicals 87.39; share of profit from partnership 15.04.
• Padmavati Chemicals subsidiary holds 60% ownership.

Other Approvals

• Remuneration policy described; familiarisation program conducted; board evaluation completed.

Preferential warrants issue

• Special resolution to issue 23,90,000 convertible equity warrants on preferential basis.
• Warrants convertible into 23,90,000 equity shares of Rs 10 within 18 months.
• Issue price Rs 69.50 per warrant; aggregate Rs 16.61 crore.
• Proposed allottees include 18 promoter/non-promoter buyers; post-issue holdings disclosed.
• 70% of proceeds for solar plant installation; 30% for working capital.
• Floor price fixed; relevant date 17 August 2026.
• Warrants and resulting shares locked-in per ICDR Regulations.
• Board may modify terms; private placement via Form PAS-4.
• Record of private placement offers to be filed in PAS-5.
• No change in control anticipated post-issue.

MOA alteration to solar and pumps

• Alter MOA to add solar energy and pump-related businesses.
• Board authorized to file necessary forms and implement changes.

Borrowing limits and charges

• Special resolution to increase borrowing limit to Rs 100 crore.
• Authorize mortgage/charge on present and future assets for borrowings.
• Securities to rank pari-passu or as determined with lenders.
• Board to finalize security documents and related filings.