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Ujaas Energy Limited Proxy Solicitation & Information Statement 2025

Apr 21, 2025

62520_rns_2025-04-21_b05efda2-aa46-4edc-b3a0-5504055ef583.pdf

Proxy Solicitation & Information Statement

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21.04.2025

To,
The General Manager
Listing Compliances
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai—400001
Scrip Code:533644
To,
The General Manager
Listing Compliances
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex
Bandra (East), Mumbai-400051
Symbol: UEL

Sub: Notice of EGM- Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Dear Sir / Madam,

Further to the outcome of meeting of the board of directors of the Company dated 19[th] April, 2025, we hereby enclosed a copy of the EGM notice dated 21[th] April, 2025 ("EGM Notice"). EGM notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Friday, 18[th] April, 2025 (“Cut-off date”).

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e-voting facility to its Members. The remote e-voting period commences from 9.00 a.m. (IST) on Saturday, May 10, 2025 and ends at 5.00 p.m. (IST) on Monday, May 12, 2025. The e-voting module shall be disabled by CDSL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cutoff date. Communication of assent or dissent of the Members would only take place through the remote e-voting system and Vote casted at EGM.

This EGM Notice will also be available on the Company’s website at www.ujaas.com. , on the website of CDSL https://www.evotingindia.com/ and website of both the exchanges i.e. BSE https://www.bseindia.com/ , and NSE https://www.nseindia.com/ .

This is for your information & record.

Thanking you, For Ujaas Energy Limited

Digitally signed by Sarvesh Diwan DN: c=IN, st=Madhya Pradesh, 2.5.4.20=43e575dbf9b94c68146da5f3dbd 87e60de13dc66e710a826aabbfe1ee5b640 9a, postalCode=452003, street=NEARCITYHOSPITALINDOREIndoreI ndore, pseudonym=d41d8cd98f00b204e980099 8ecf8427e, serialNumber=65c041f888d3b575aad776 42790ba1b12c71f75c5e4c832cdde00c561 b24da05, o=Personal, cn=Sarvesh Diwan Date: 2025.04.21 14:29:18 +05'30'

Sarvesh

Diwan

______

Sarvesh Diwan

(Company Secretary & Compliance Officer)

M.No.: A70139

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UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

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Notice is hereby given that first extra-ordinary general meeting of the members of Ujaas Energy Limited will be held on Tuesday, 13[th] day of May 2025, at 2:30 p.m. at the Registered Office of the Company situated at Survey No. 211/1, Opp. Sector –C & Metalman, Sanwer Road Industrial Area, Indore452015 (M.P.) , to transact the following business:

Special Business:

TO APPROVE ISSUANCE OF BONUS SHARES

To consider and if thought fit, to pass with or without modifications(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable regulations and guidelines issued by SEBI and Reserve Bank of India (RBI), as amended from time to time, relevant provisions of Memorandum and Articles of Association of the Company, subject to such approvals, consents, permissions, conditions and sanctions as may be considered necessary from appropriate authorities and subject to such terms and modifications, if any, as may be specified while according such approvals as may be required in this regard, approval of the members be and is hereby accorded to capitalize a sum not exceeding Rs. 45,06,049 /- (Rupees Forty Five Lakhs Six Thousand Forty Nine Rupees Only) or such amount as may be determined to be required by the Board, from and out of the amount standing to the credit of free reserves and/or the securities premium account of the Company, for the purpose of issuance of bonus fully paid equity shares to the public shareholders other than promoters and promoter group(s) of the Company in the proportion of 17:25 i.e. 17 (Seventeen) New fully paid equity shares for every 25 (Twenty Five) existing equity shares held such date as may be fixed by the board for this purpose (‘Record Date’) in order to comply with the minimum public shareholding requirement (MPS) and the new bonus share issued and allotted shall, for all purposes, be treated as an increase in the paid-up Share Capital of the Company held by each such member, and not as income;

RESOLVED FURTHER THAT the Board of Directors confirm with reference to the issue of bonus shares that:

  • The Equity Shares so issued shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes Pari passu with the existing equity shares of the Company.

  • The Bonus shares have not been issued in lieu of dividend or out of reserves created by the revaluation of assets.

  • The Company is authorized by the Article to issue bonus shares, as being proposed in the resolution.

  • There is no default in repayment of deposit, interest payment thereon to any financial institution or banks.

  • The Company has not defaulted in payment of statutory dues of employees such as contribution to PF, gratuity and bonus.”

UJAAS ENERGY LIMITED

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Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

RESOLVED FURTHER THAT pursuant to the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 and the rules and regulations as may be applicable, the bonus shares shall be issued and allotted only to such eligible equity shareholders except promoters and promoter group whose entire holding in the Company are in demat form and shall be credited in electronic form to the allottees;

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RESOLVED FURTHER THAT the allotment of the New Equity Shares as Bonus Shares to the extent they relate to Non-Resident Indians (NRIs), Foreign Portfolio Investors (FPIs), Persons of Indian Origin (PIO) and other foreign investors of the Company shall be subject to the approval of the RBI, under the Foreign Exchange Management Act, 1999, or any other regulatory authority, if applicable and as may be necessary;

RESOLVED FURTHER THAT, In case of fractional shares, if any, arising out of the issue and allotment of the bonus equity shares, the Board be and is hereby authorized to make suitable arrangements to deal with such fractions for the benefit of the eligible Members, including but not limited to, allotting the total number of new equity shares representing such fractions to a person(s) to be appointed by the Board of Directors who would hold them in trust for such Members and shall, as soon as possible, sell such equity shares at the prevailing market rate and the net sale proceeds of such equity shares, after adjusting the cost and the expense in respect thereof, be distributed among such Members who are entitled to such fractions in the proportion of their respective fractional entitlements.

RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board of Directors and Company Secretary of the Company be and are hereby authorized to do all acts, deeds, matters and things necessary, proper or desirable and to sign and execute all necessary documents, authority letters, applications and returns with Stock Exchange, SEBI, Superintendent of Stamps, NSDL, CDSL, RTA or any other authority.”

By order of Board of Directors

For Ujaas Energy Limited s/d

_____ Sarvesh Diwan Company Secretary & Compliance Officer

Date: 21-04-2025 Place: Indore

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

NOTES:

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  1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EXTRA-ORDINARY GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON THE POLL INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY . Pursuant to Section 105(1) of the Companies Act, 2013, read with Rule 19 of Companies (Management and Administration) Rules, 2014 a person can act as a proxy on behalf of Members not exceeding 50(fifty) in number and holding in aggregate not more than 10(ten) percent of the total share capital of the Company carrying voting rights. In the case of a Member holding more than 10(ten) percent of the total share capital of the Company carrying voting rights, may appoint a single person as proxy and such a person shall not act as a proxy for any other person or shareholder. The holder of the proxy shall prove his identity at the time of attending the meeting.

  2. Proxy form duly stamped and executed in order to be effective, must reach the registered office of the Company not less than 48 hours before the time of commencement of the Extra-Ordinary General Meeting. Proxy form for the EGM is enclosed.

  3. The Members/Representative/ Proxy(s) are requested to bring attendance slip, as enclosed, duly filled in, together with their copy of the notice convening the Extra-Ordinary General Meeting.

  4. In case of joint holders attending the Meeting, only such joint holder who is higher in order of names will be entitled to vote.

  5. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution pursuant to Section 113 of the Companies Act, 2013 authorizing their representative to attend and vote on their behalf at the meeting.

  6. All documents referred to in the above notice and explanatory statement are available for inspection at the registered office of the Company on all working days (except Saturday, Sundays and Public holidays) during working hours upto the date of the Extra-Ordinary General Meeting.

  7. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the EGM.

  8. The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 07[th] May, 2025 to Tuesday, 13[th] May, 2025(both days inclusive) for the purpose of ExtraOrdinary General Meeting.

  9. Members are requested to forward their queries on the subjects to the Company Secretary at the Corporate Office Address or mail at [email protected] at least 10 days in advance so as to enable the Company to furnish information/ replies/clarification at the Extra-Ordinary General Meeting.

  10. In all correspondence with the Company or with its Registrar & Share Transfer Agent members are requested to quote their folio number and in case the shares are held in dematerialized form, they must quote their Client ID Number and DPID Number.

  11. To support the ‘Green Initiation, the Members who have not registered their e-mail addresses are requested to register the same with their Depositories or with our Registrar “Bigshare Services Pvt. Ltd.” Regd. Off: Office No. S6-2, 6[th] Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai 400093,Maharashtra, India. Email: [email protected]

  12. Members holding shares in electronic form are requested to intimate immediately any change/correct in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / Registrar.

  13. The copy of the Notice is being sent through electronic mode to all the members whose email address are registered with the Company/Depository Participants(s).

  14. Non-resident Indian shareholders are requested to inform about the change in the residential status on return to India with other details like particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier for permanent settlement to our Share Transfer Agent or the concerned Depository Participant, as the case may be, immediately.

  15. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Registrar.

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  1. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, substituted by the Companies (Management and Administration) Amendment Rules, 2015, and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company has provided a facility to the members to exercise their votes electronically through electronic voting service facility arranged by Central Depository Services (India) Limited (CDSL). The facility for voting, through Ballot Paper, will be also made available at the EGM and the members attending the EGM who have not already cast their votes by remote e-voting shall be able to exercise their right at the EGM through ballot paper. Members who have cast their votes by remote e-voting prior to the EGM may attend the EGM but shall not be entitled to cast their votes again. The instructions for e- voting are annexed to the Notice.

  2. The Hon’ble National Company Law Tribunal, (“NCLT”), had vide its order dated September 17, 2020 admitted the application for the initiation of the corporate insolvency resolution process (“CIRP”) of Ujaas Energy Limited (“Company”) (“Admission Order”) in terms of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time (“Code”). Subsequently the National Company Law Tribunal ('NCLT'), Indore Bench, vide order no. IA/190 (MP) 2021 IN CP (IB) 9 of 2020 dated on 13th October 2023 ('Approval Order Date'), approved the Resolution Plan (“Plan Approval Order”) submitted by SVA Family Welfare Trust and M&B Switchgears ("Resolution Applicant") for the Company.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The voting period begins on Saturday May 10[th] 2025 at 09:00 AM and ends on May 12[th ] 2025 at 05:00 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Tuesday May 06[th ] 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e- voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

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In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type
of
shareholders
Login Method
Individual
Shareholders
holding
securities in
Demat mode
withCDSL
Depository
1) Users who have opted for CDSL Easi / Easiest facility, can login through
their existing user id and password. Option will be made available to
reach e-Voting page without any further authentication. The users to login
to Easi / Easiest are requested to visit cdsl website www.cdslindia.com
and click on login icon & New System Myeasi Tab.
2) After successful login the Easi / Easiest user will be able to see the e-
Voting option for eligible companies where the evoting is in progress as
per the information provided by company. On clicking the evoting option,
the user will be able to see e-Voting page of the e-Voting service provider
for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting. Additionally, there is also links
provided to access the system of all e-Voting Service Providers, so that
the user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available
at cdsl website www.cdslindia.com and click on login & New System
Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
onwww.cdslindia.com homepage. The system will authenticate the user

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual
Shareholders
holding
securities in
demat mode
withNSDL
Depository
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following
URL:https://eservices.nsdl.com either on a Personal Computer or on a
mobile. Once the home page of e-Services is launched, click on the
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see e-
Voting services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on company name or e-
Voting service provider name and you will be re-directed to e-Voting
service provider website for casting your vote during the remote e-Voting
period.
2) If the user is not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select “Register Online for
IDeAS
“Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote
e-Voting period.
Individual
Shareholders
(holding
securities
in
demat mode)
login through
their
Depository
Participants
(DP)
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. After Successful login, you will be able to see e-Voting
option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period.
by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual
Shareholders
holding
securities in
demat mode
withNSDL
Depository
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following
URL:https://eservices.nsdl.com either on a Personal Computer or on a
mobile. Once the home page of e-Services is launched, click on the
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see e-
Voting services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on company name or e-
Voting service provider name and you will be re-directed to e-Voting
service provider website for casting your vote during the remote e-Voting
period.
2) If the user is not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select “Register Online for
IDeAS
“Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote
e-Voting period.
Individual
Shareholders
(holding
securities
in
demat mode)
login through
their
Depository
Participants
(DP)
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. After Successful login, you will be able to see e-Voting
option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period.
by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual
Shareholders
holding
securities in
demat mode
withNSDL
Depository
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following
URL:https://eservices.nsdl.com either on a Personal Computer or on a
mobile. Once the home page of e-Services is launched, click on the
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see e-
Voting services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on company name or e-
Voting service provider name and you will be re-directed to e-Voting
service provider website for casting your vote during the remote e-Voting
period.
2) If the user is not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select “Register Online for
IDeAS
“Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote
e-Voting period.
Individual
Shareholders
(holding
securities
in
demat mode)
login through
their
Depository
Participants
(DP)
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. After Successful login, you will be able to see e-Voting
option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period.
by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual
Shareholders
holding
securities in
demat mode
withNSDL
Depository
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following
URL:https://eservices.nsdl.com either on a Personal Computer or on a
mobile. Once the home page of e-Services is launched, click on the
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see e-
Voting services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on company name or e-
Voting service provider name and you will be re-directed to e-Voting
service provider website for casting your vote during the remote e-Voting
period.
2) If the user is not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select “Register Online for
IDeAS
“Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote
e-Voting period.
Individual
Shareholders
(holding
securities
in
demat mode)
login through
their
Depository
Participants
(DP)
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. After Successful login, you will be able to see e-Voting
option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period.

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders holding securities in
Demat mode withCDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
email [email protected] or contact at
toll free no. 022-62343333
Individual Shareholders holding securities in
Demat mode withNSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] call at : 022 - 4886 7000 and
022 - 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

6) Ifyou are a first-time user follow the stepsgiven below:
For Physical shareholders and other than individual shareholders
holding shares in Demat.
PAN
Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend
Bank
Details
OR*Date of
Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company, please enter
the member id / folio number in the Dividend Bank details field.
6) Ifyou are a first-time user follow the stepsgiven below:
For Physical shareholders and other than individual shareholders
holding shares in Demat.
PAN
Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend
Bank
Details
OR*Date of
Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company, please enter
the member id / folio number in the Dividend Bank details field.
6) Ifyou are a first-time user follow the stepsgiven below:
For Physical shareholders and other than individual shareholders
holding shares in Demat.
PAN
Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend
Bank
Details
OR*Date of
Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company, please enter
the member id / folio number in the Dividend Bank details field.
For Physical shareholders and other than individual shareholders
holding shares in Demat.
PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend
Bank
Details
ORDate of
Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company, please enter
the member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on “SUBMIT” tab.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (ix) Click on the EVSN for the relevant Ujaas Energy Limited on which you choose to vote.

  • (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

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  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

  1. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

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If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindiacom or call at toll free no. 1800 21 09911.

OTHER INSTRUCTIONS

  • The Evoting period commences on Saturday May 10[th] 2025 (at 9:00 AM IST) and ends on Monday May 12[th] 2025 (at 5:00 PM IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Tuesday, 06[th] , 2025 i.e., cut-off date, may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.

  • The Voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cutoff date only shall be entitled to avail the facility of voting, either through remote Evoting or voting at the meeting through poll paper.

  • Any person who acquires shares of the Company and becomes a Member of the Company after the dispatch of this Notice of the Extra-ordinary General Meeting and holds shares as on the cut-off date i.e. Tuesday, 06th May, 2025 may obtain the login id and password by sending a request at [email protected] . However, if you are already registered with CDSL for e-voting then you can use your existing user ID and password for casting your vote. If you have forgotten your password, you may reset your password by using “Forgot User Details / Password” option available on www.evotingindia.co .

  • M/s. Ashish Karodia and Co., Practicing Company Secretary (CP No. 6375, membership no. F6549) has been appointed as the Scrutinizer to scrutinize the Evoting process in a fair and transparent manner and to scrutinize the poll at the EGM venue.

  • The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote Evoting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the meeting, consolidated Scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.ujaas.com and on the website of CDSL www.evotingindia.co. immediately. The Company shall simultaneously forward the results to the National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

  • For security reasons and for proper conduct of the Meeting, entry to the place of the meeting will be regulated by the Attendance Slip, which is annexed to the Proxy Form. Members / Proxies are requested to bring their Attendance Slip complete in all respects and signed at the place provided and hand it over at the entrance of the Meeting venue. A route map giving directions to reach the venue of the Twentieth EGM is given at the end of the Notice.

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

==> picture [66 x 73] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

ITEM NO. 1:

In order to comply with minimum public shareholding requirement (MPS), The Board of Directors in its meeting held on Saturday 19 April, 2025 considered, approved and recommended an issue of bonus shares in the proportion of (17:25) Seventeen (17) new Equity Shares of the Company of INR 1/- (Indian Rupees One only) each for every Twenty Five (25) existing Equity Shares of the Company of INR 1/(Indian Rupees One only) each held by the shareholders except the Promoters and Promoter Group in terms of SEBI Master Circular on MPS Compliances on the “Record Date” to be determined by the Board from amount standing to the credit of free reserves and/or the securities premium account of the Company. The bonus shares upon their issue and allotment will rank pari-passu in all respects with the existing shares including dividend, if any declared.

Further, In order to comply with statutory requirement of achieving Minimum Public Shareholding Promoters and Promoter Group shall forgo their entitlement to equity shares that may arise from such issue.

The issue of bonus equity shares by way of capitalization of the sums standing to the credit of Free Reserve, as may be considered appropriate for the purpose of issue of bonus equity shares requires members’ approval in terms of Sections 63 of the Companies Act, 2013 and other applicable statutory and regulatory approvals.

The Record Date for the aforesaid issue of bonus shares shall be fixed by the Board (including any Committee thereof) after the approval of the Members is obtained. Pursuant to proviso to Regulation 295 of SEBI ICDR (Issue of Capital and Disclosure Requirements) Regulations, 2018 the bonus issue shall be implemented within two months from the date of the meeting of Board of Directors wherein the decision to announce the bonus issue was taken subject to shareholders’ approval.

None of the Directors or the Key Managerial Personnel of the Company (including relative of the director or Key Managerial Personnel of the Company) is in any way whether financially or otherwise concerned or interested in the said resolution.

The Board recommends that the resolution set out at item no. 1 be passed as an Ordinary Resolution.

By order of Board of Directors

For Ujaas Energy Limited s/d

_____ Sarvesh Diwan

(Company Secretary & Compliance Officer)

Date: 21-04-2025 Place: Indore

UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

ROUTE MAP TO UJAAS ENERGY LIMITED

Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP)

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UJAAS ENERGY LIMITED

Office: Survey No. 211/1, Opposite Sector-C and Metalman, Sanwer Road Industrial Area, Indore 452015 (MP) CIN: L35201MP1999PLC013571 | Phone: +91-731-4673788 | Fax: +91-731-4715344 Email: [email protected] | Website: www.ujaas.com

UJAAS ENERGY LIMITED

CIN: L35201MP1999PLC013571

Regd. Office: Survey no. 211/1, Opp. Sector C Metalman, Sanwer Road Industrial Area, Indore-452015

(Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.)

Folio No./DP ID- Client ID Name and Address of the Shareholder [in BLOCK LETTERS] No. of Shares held: Name of Proxy (if any) [in BLOCK LETTERS]

We/I hereby record my presence at an Extra-Ordinary General Meeting of the Company on, Tuesday, 13[th] Day of May, 2025 at 02:30 P.M. at Survey no. 211/1, Opp. Sector C Metalman, Sanwer Road Industrial Area, Indore452015


Signature of the Shareholder/Proxy/Representative

ELECTRONIC VOTING PARTICULARS

EVSN [ e-voting Sequence Number] User Id Password

Notes :

  1. Please read the instructions given in the Notice of the Extra-Ordinary General Meeting carefully before voting electronically.

  2. The Remote e-Voting Period Commences On Saturday 10th May 2025 [09:00 A.M.] and ends on Monday 12th May 2025 [5:00 P.M.]

  3. Please fill this attendance slip and hand it over at the entrance of the Meeting Hall.

UJAAS ENERGY LIMITED

CIN: L35201MP1999PLC013571

Regd. Office: Survey No. 211/1, Opp. Sector C & Metalman, Sanwer Road Industrial Area, Indore-452015

PROXY FORM

[Pursuant to the Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s): __________ Registered address:_________ _____________ E-mail Id:___ Folio No. / DP ID a* nd Client ID:___

I/We, being the holder/s of _____ equity shares of the Ujaas Energy Limited, hereby appoint:

1.Name: _____E-mail Id: _____ Address:___________ Signature:________ , or failing him/her

2.Name: _____E-mail Id: ____ Address:___________ Signature:________ , or failing him/her

3.Name: _____E-mail Id: ____ Address:___________ Signature:________ , or failing him/her

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at an Extra-Ordinary General Meeting of the Company, to be held on Tuesday, 13[th] May, 2025 at 02:30 p.m. at the Corporate & Registered Office of the

Company situated at Survey No. 211/1, Opp. Sector C & Metalman, Sanwer Road Industrial Area, Indore-452015 and at any adjournment thereof in respect of such resolutions as are indicated below:

S.No Particulars For Against
1. To Approve Issuance Of Bonus Shares

*Applicable for investors holding shares in electronic form. Signed this___ day of ___2025

_______ Signature of Shareholder

Note: This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix R R
stamp