Uma Exports Limited — Proxy Solicitation & Information Statement 2024

Jan 22, 2024

UMA EXPORTS LTD CIN : L14109WB1988PLC043934

January 22, 2024

Listing Department, Listing Department, National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor, P.J. Towers, Bandra Kurla Complex, Dalal Street Mumbai-400051 Mumbai-400001

Scrip: UMAEXPORTS Scrip Code: 543513 Dear Sir / Madam,

Sub: Disclosure_under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") - Postal Ballot Notice

We would like to inform you that the Company has on January 22, 2024, completed electronic transmission of Postal Ballot Notice to the members whose names appear in the Register of Members/List of Beneficial Owners as on the cut-off date i.e. January 12, 2024.

Pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the copy of Postal Ballot notice sent through email to the members.

Kindly take the above information on records and disseminate.

Thanking you,

Yours faithfully For Uma Exports Limited

Digitally signed by SRITI SRITI SINGH ROY SING H ROY Date: 2024.01.22 13:52:19 +05'30'

Sriti Singh Roy Company Secretary & Compliance Officer ACS 42425

Encl: As above

Flat No. 16, 1st Floor, Ganga Jamuna Apartment 28/1, Shakespeare Sarani, Kolkata - 700 017 West Bengal, India

: +91-33-2281 1396 / 97

• : +91-33-2281 3480
• : info@umaexports.net.in smvv
• : www.umaexports.net

UMA EXPORTS LTD CIN: L14109WB1988PLC043934 Regd Office: Ganga Jamuna Appartment 28/1, Shakespeare Sarani, 1st Floor Kolkata 700017 Phone: +91-33-22811396/97

rakesh@umaexports.net.in; http://www.umaexports.net/

POSTAL BALLOT NOTICE

[Notice pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended from time to time]

To The Members Uma Exports Limited

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read together with the Companies (Management and Administration) Rules, 2014, as amended (the "Management Rules"), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and General Circular no. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (the "MCA Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2") and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), seeking approval of the shareholders of Uma Exports Limited (the Company) to the appended special business by passing Special resolution through Postal Ballot, including e-voting. The explanatory statement pertaining to the said resolution setting out the material facts and the reasons thereof is also annexed hereto.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "LODR Regulations") and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the 'Notes' to this Notice.

SPECIAL BUSINESS

1. Alteration of the Objects Clause of the Memorandum of Association of the Company.

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 provisions of Sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with applicable rules made thereunder, including any statutory modification(s) or re-enactment(s) thereto for the time being in force, and subject to the approval of the Registrar of Companies, the consent of the Members be and is hereby

accorded for effecting the alteration in the existing main Object Clause of the Memorandum of Association (the "MoA") of the Company by adding the following as sub-clause 3 in Clause iii (A) of the MoA:

(iii)To carry on the business of to acquire, buy, lease, or hire lands, buildings, or any immovable property, either directly or indirectly, for the purpose of development or resale and to erect, construct, or develop various structures such as houses, flats, bungalows, kothis, and other civil work on both company-owned lands and others and to take on renovation projects, involving the pulling down, rebuilding, or alteration of existing structures to match modern demands and aesthetics.

RESOLVED FURTHER THAT the Board of Directors of the Company (the "Board" which term shall be deemed to include its committees also) or any officer(s) so authorised by the Board, be and are hereby authorised to do all acts, deeds, matters and things as may, in their absolute discretion, be deemed necessary, expedient, proper or desirable to give effect to the resolution including filings of statutory forms and to settle any matter, question, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies without requiring the Board to secure any further consent or approval of the Members of the Company; and that the Members of the Company are hereby deemed to have given their approval thereto expressly by the authority of this resolution and acts and things done or caused to be done shall be conclusive evidence of the authority of the Company for the same."

By order of the Board For Uma Export Limited

January 19, 2024 Registered Office: Ganga Jamuna Appartment 28/1, Shakespeare Sarani, 1st Floor Kolkata 700017 Tel: 03322811397 Email: cs@umaexports.net.in Website: http://www.umaexports.net/ CIN: L14109WB1988PLC043934

Sriti Singh Roy Company Secretary & Compliance Officer Membership No. A42425

NOTES:

• 1) The business set out in the Notice may be transacted through electronic voting system and the Company is providing facility for voting by electronic means.
• 2) The Statement pursuant to Section 102(1) of the Act setting out the material facts concerning the item of business to be transacted is annexed hereto.
• 3) Notice along with the Postal Ballot Form is being sent to the members whose names appear on the register of members as on January 12, 2024. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.
• 4) The Notice of Postal Ballot is being sent to the members only in electronic form to the e-mail addresses registered with the Company as on cut-off date.
• 5) In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.
• 6) Pursuant to the provisions of Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014 and in terms of Regulation 44 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Company has provided facility to members to exercise their votes through electronic means and have engaged the services of NSDL as the Authorised Agency to provide e-voting facility. Instructions for the process to be followed for voting through electronic means are annexed to the Notice.

• 7) Resolution passed by the members through postal ballot including voting by electronic means shall be deemed to have been passed as if they have been passed at an extra- ordinary general meeting of the members convened in that behalf.
• 8) Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member as on January 12, 2024.
• 9) Facility to exercise vote through electronic means will be available during the period commencing from 09.00 a.m. (IST) on January 23, 2024 and ending at 5.00 p.m. (IST) on February 21, 2024.
• 10) The Board of Directors has appointed CS Md. Shahnawaz, proprietor of M/s M Shahnawaz & Associates, Practicing Company Secretaries, Kolkata, as a Scrutinizer to conduct the voting process in a fair and transparent manner.
• 11) The Scrutinizer will submit his report to the Director after the completion of scrutiny, and the results of voting will be declared by placing the results along with the Scrutinizer's report on the Company's website: http://www.umaexports.net/ and communicated to the Stock Exchanges.
• 12) The resolution, if approved, shall be deemed to have been passed on the last date specified for receipt of the postal ballot or e-voting, i.e. February 21, 2024.
• 13) In case of any query/grievance with respect to voting through electronic means, please visit Help & FAQ's section and e-voting manual available at www.evoting.nsdl.com.
• 14) All material documents including Altered MOA referred to in the explanatory statement will be available for inspection at the Registered Office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by e-voting. Alternately, Members may also send their requests to cs@umaexports.net.in from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot.
• 15) Members who have not registered their e-mail addresses are requested to register the same with the Company for sending future communication(s) in electronic form.
• 16) Instructions for process to be followed by members opting to vote through electronic means.

January 19, 2024 Registered Office: Ganga Jamuna Appartment 28/1, Shakespeare Sarani, 1st Floor Kolkata 700017 Tel: 03322811397 Email: cs@umaexports.net.in Website: http://www.umaexports.net/ CIN: L14109WB1988PLC043934

By order of the Board For Uma Export Limited

Sriti Singh Roy Company Secretary & Compliance Officer Membership No. A42425

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

ITEM NO 1

It is brought to the attention of the Shareholders that as per main object of the Memorandum of Association, the Company is authorised to carry on the business of export, import, buying, selling, processing, and trading of agricultural commodities of all kinds such as wheat, maize, rice, sugar, pulses, seeds, tea, coffee or any other agro commodities or produce whatsoever including processed foods, and all kinds of poultry, diary, piggery, farm, and garden produces and to process, treat, assemble and alter all type of agricultural commodities.

The Company proposes to carry on the business of acquire property and undertake activites of construction and development more specifically defined in the draft object of set out in the notice. In order to do the same, it is proposed to insert sub clause 3 Part-(A) of Clause III of the Memorandum of Association of the Company. Pursuant to Section 13 and other applicable provisions, if any, of the Act, approval of the shareholders of the Company is required to alter Main Object Clause of Memorandum of Association of the Company.

The Board at its meeting held on January 19, 2024 has approved alteration Main Object Clause of Memorandum of Association of the Company, subject to the approval of the shareholders of the Company by way of postal ballot.

The Board recommends adoption of the resolution set out in Resolution No. 1 of the accompanying Notice as a special resolution.

None of the Directors or any Key Managerial Personnel or any relative of any of the Directors of the Company or the relatives of any Key Managerial Personnel is, in anyway, concerned or interested in the above resolution.

January 19, 2024 Registered Office: Ganga Jamuna Appartment 28/1, Shakespeare Sarani, 1st Floor Kolkata 700017 Tel: 03322811397 Email: cs@umaexports.net.in Website: http://www.umaexports.net/ CIN: L14109WB1988PLC043934

By order of the Board For Uma Export Limited

Sriti Singh Roy Company Secretary & Compliance Officer Membership No. A42425

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode In terms of SEBI circular 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. Login method for Individual shareholders holding securities in demat mode is given below:

	Shareholders/Members can also 4. download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistra tion
	4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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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. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding	Members facing any technical issue in login can
securities in demat mode with	contact NSDL helpdesk by sending a request at
NSDL	evoting@nsdl.co.in or call at toll free no.: 1800 1020
	990 and 1800 22 44 30
Individual Shareholders holding	Members facing any technical issue in login can
securities in demat mode with	contact CDSL helpdesk by sending a request at
CDSL	helpdesk.evoting@cdslindia.com or contact at 022-
	23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. 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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
• 1. Your User ID details are given below :

a) For Members who hold shares in	8 Character DP ID followed by 8 Digit
demat account with NSDL.	Client ID
	For example if your DP ID is IN300***
	and Client ID is 12** then your user
	ID is IN30012***.
b) For Members who hold shares in	16 Digit Beneficiary ID
demat account with CDSL.	For example if your Beneficiary ID is
	12** then your user ID is
	12**
c) For Members holding shares in	EVEN Number followed by Folio
Physical Form.	Number registered with the company
	For example if folio number is 001***
	and EVEN is 101456 then user ID is
	101456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by

selecting on the check box.

• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to msassociates16@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Amit Vishal at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide 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 cs@umaexports.net.in.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs@umaexports.net.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.