United Leasing & Industries Ltd — Proxy Solicitation & Information Statement 2023

Feb 8, 2023

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Phone:0124-4200274

UNITED LEASING & INDUSTRIES LIMITED

Regd office: Plot No.66, Sector-34, EHTP, Gurgaon -122001 (Haryana)

E-mail·investorrelations@ulilltd.com, website: www, ulilltd.com

(CIN: L17100HR1983PLC033460)

Date: 08.02.2023

The Dy. Manager, Listing Department, BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Fort, Born bay-400001

Sub: Notice of 02[nd ] Extra Ordinary General Meeting.

BSE Script Code: 507808

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Please find enclosed herewith the notice of the 02[nd ] Extra Ordinary General Meeting of the Company scheduled to be held on Friday, 03[rd ] March , 2023 at 01:00 P.M at 14 Kms, Gurugram Pataudi Road, Village Jhund Sarai Veeran, Dist. Gurugram, Haryana - 122001.

The Company 1s providing its members the facility to exercise their vote by electronic means on all resolutions set forth in the notice. Members holding shares in demat or physical form as on 24[th ] February, 2022 being the cut-off date shall be entitled to exercise the right to vote by electronic means through e-voting. The e-voting will commence at 9:00 a.m. on Tuesday, 28th February, 2022 and will end at 5.00 p.m. on Thursday, 02[nd ] March, 2023 (both days inclusive).

The Company will also make available the facility for voting through poll at the venue of EGM for voting by the members attending the meeting but who have not already cast their vote by remote e-voting.

Kindly take the same on your records.

Thanking you.

Yours faithfully,

For United leasing and In ��[Um.ited] ,; , ��. ,<1v�_ ew Delhi �i\ ShashiShekhar _C: Company Secretary & Co er �

Encl: As above

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Phone: 0124-4200274

UNITED LEASING & INDUSTRIES LIMITED

Regd office: Plot No.66, Sector-34, EHTP, Gurgaon -122001 (Haryana) E-mail:investorrelations@ulilltd.com, website: www, ulilltd.com (CIN: L17100HR1983PLC033460)

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT AN 02[nd] EXTRA-ORDINARY GENERAL MEETING OF UNITED LEASING & INDUSTRIES LIMITED WILL BE HELD ON FRIDAY 03[rd ] DAY OF FEBRUARY 2023 AT 1:00 PM AT 14KMS, GURUGRAM PATAUDI ROAD, VILLAGE JHUND SARAI VEERAN, DISTT. GURUGRAM, SECTOR-95, GURUGRAM HARYANA 122001, TO TRANSACT THE FOLLOWING BUSINESS:

____________

SPECIAL BUSINESS:

ITEM No.1 AMENDMENT OF THE OBJECT 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 Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 4 and 13 of the Companies Act,

2013 (“the Act”) read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or reenactment thereof for the time being in force), subject to the approval of the Registrar of Companies, Delhi the consent of the Company be and is hereby accorded to alter the Memorandum of Association of the Company as follows:

Clause III (B) – MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE 3(A) are:

The following clause be inserted as new clause 33

Sale, Purchase, Mortgage, movable and of Immovable property creation, modification and satisfaction of Charge

180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force), the rules notified thereunder and the Articles of Association of the Company, and further subject to approval of the shareholders of the Company at their duly convened and conducted meeting, consent of Board be and is hereby accorded for creation of such mortgages, charges and hypothecations as may be necessary, in addition to the existing

charges, mortgages and hypothecation created by the Company and to transfer, sell or dispose of all or any part of the moveable or immovable properties of the Company, wherever situated, both present and future, in such manner as the Board may deem fit, in favour of financial institutions, investment institutions, banks, mutual funds, trusts, other bodies corporate (hereinafter referred to as the "Lending Agencies") and Trustees for the holders of debentures/bonds and/or other instruments to secure borrowings of the Company availed / to be availed by way of rupee term loans/foreign currency loans, debentures, bonds and other instruments provided that the total amount of such loans/borrowings shall not exceed at any time the limits approved under section 180(1)(c) of the Companies Act, 2013.

“RESOLVED FURTHER THAT the Memorandum of Association incorporating the aforesaid alterations placed before the Meeting be and is hereby approved.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any two members of the Borrowing Committee be and are hereby authorized to finalize and settle and any two among the “Authorized Persons for Borrowing” are authorized to execute such documents/ deeds/ writings/ papers/ agreements as may be required and to do all such acts, deeds, matters and things, as they may, in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise with respect to creation of mortgage/ charge as aforesaid.”

ITEM NO. 2 AMENDEMENT OF THE ARTICLES OF ASSOCIATION (AOA) OF THE COMPANY:

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

“ RESOLVED THAT pursuant to the provisions of Section5 and 14 of the Companies Act, 2013 (“the Act”) read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or reenactment thereof for the time being in force), approval of the Company be and is hereby accorded to adopt a new set of regulations in the Articles of Association of the Company to the entire exclusion of the regulations contained in the existing Articles of Association of the Company, as per the draft placed before the Meeting.”

“ RESOLVED FURTHER THAT Subject to the provisions of the Act and these Articles, the Board may from time to time at their discretion raise or borrow or secure the payment of any such sum of money for the purpose of the Company, in such manner and upon such terms and conditions in all respects as they think fit, and in particular, by promissory notes or by receiving deposits and advances with or without security or by the issue of bonds, debentures, perpetual or otherwise, including debentures convertible into shares of this Company or any other company or perpetual annuities and to secure any such money so borrowed, raised or received, mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Company present or future, including its uncalled capital by special assignment or otherwise or to transfer or convey the same absolutely or in trust and to give the lenders powers of sale and other powers as may be expedient and to purchase, redeem or pay off any such securities; provided however,

that the moneys to be borrowed, together with the money already borrowed by the Company apart from temporary loans obtained from the Company’s bankers in the ordinary course of business shall not, without the sanction of the Company by a Special Resolution at a General Meeting, exceed the aggregate of the paid up capital of the Company and its free reserves. Provided that every Special Resolution passed by the Company in General Meeting in relation to the exercise of the power to borrow shall specify the total amount up to which moneys may be borrowed by the Board of Directors.

“ RESOLVED FURTHER THAT the Articles of Association incorporating the aforesaid alterations placed before the Meeting be and is hereby approved.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be required for giving effect to this Resolution and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution.”

BY ORDER OF THE BOARD For United Leasing and Industries Ltd Sd/-

Shashi Shekhar Company Secretary

Place: New Delhi Date: 07[th] February 2023

IMPORTANT NOTES:

1. EXPLANATORY STATEMENTS

The Explanatory statement pursuant to section 102 of the Companies Act, 2013 in respect of the business under Item Nos. 1, 2 of the Notice, is annexed hereto.

2. PROXY & ATTENDANCE

A member entitled to attend and vote at the Extra Ordinary General Meeting (EGM) may appoint a proxy to attend and vote on his behalf. A proxy need not be a member of the Company. The instrument appointing a Proxy, in ordered to be effective, must be duly filled, stamped and signed and must reach the Corporate Office of the Company not less than fortyeight hours before the commencement of the Extra Ordinary General Meeting. A Proxy Form for EGM enclosed.

A person can act as proxy on behalf of members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or shareholder.

Corporate Member are requested to send to the Company a duly 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 EGM.

Members are requested to bring their attendance slip duly filled and signed mentioning therein details of their DP ID and Client ID/ Folio No. The attendance slip for EGM is enclosed in their Annual Report.

3 . NOMINATION

As per the provisions of Section 72 of the Act, facility for making nomination is available to Individuals holding shares in the Company. Members holding shares in physical form who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members may download the Nomination Form from the Company’s website under the weblink at www.ulilltd.com https/pdf/ISR/FORM-SH-13Nomination%20Form.pdf Members holding shares in demat mode should file their nomination with their DPs for availing this facility.

4. Members are requested to send all their documents and communications pertaining to shares to Link Intime India Pvt. Ltd., Registrar and Share Transfer Agent (RTA) of the Company at their address at Link Intime India Pvt. Ltd. Noble Heights, 1st Floor, Plot No.

NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058. Phone No: 01141410592-93-94 Fax: 011-41410591 Email: delhi@linkintime.co.in for both physical and Demat segment of Equity Shares .Please quote on all such correspondence “United Leasing and Industries Limited”.

1. The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination pursuant to SEBI Circular No. SEBI/ HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 03rd November, 2021.

2. Members may please note that SEBI vide SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal / Exchange of securities certificate; Endorsement; Sub-division / Splitting of securities certificate; Consolidation of securities certificates/ folios; Transmission and Transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Company’s website under the weblink at www.ulilltd.com/pdf/ISR/FORM-ISR-4-Request%20for%20issue%20of%20Duplicate%20 Certificate.pdf

Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat / electronic form to get inherent benefits of dematerialization and also considering that physical transfer of equity shares / issuance of equity shares in physical form have been disallowed by SEBI.

1. ISR - 1’ along with the original cancelled Cheque bearing the name of the Member to RTA / Company to update their bank account details and all the eligible Members holding shares in demat mode are requested to update with their respective DPs before Monday, 12th September, 2022, their correct Bank Account Number, including 9 Digit MICR Code and 11 digit IFSC Code, e-mail ID and mobile no(s). Members holding shares in physical form may communicate these details to RTA having address at Link Intime India Pvt. Ltd., Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058. Phone No: 011-41410592-93-9 Fax:01141410591 Email:delhi@linkintime.co.in before Friday 17[th] , February, 2023 by quoting the reference folio number and attaching photocopy of the cheque leaf of their active bank account and a self-attested copy of their PAN card.

2. Members are requested:

3. a) To quote their folio number / DP ID and Client ID in all correspondence. b) To notify immediately change of their address and bank particulars to the RTA in case the shares are held in physical form; and in case the shares are held in dematerialised form, the information should be passed on directly to their respective Depository Participant and not to the Company / RTA, without any delay.

4. Electronic copy of the Notice of the 02nd Extra Ordinary General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy

Form is being sent to all the members whose email IDs are registered with the Company / Depository Participant(s) for communication purpose unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 02[nd] Extra Ordinary General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form are being sent in the permitted mode.

1. Members may also note that the Notice of 02[nd] Extra Ordinary General Meeting and the for the Financial Year 2022-23 will also be available on the Company's website www.ulilltd.com. The physical copies of the aforesaid documents will also be available at the Company's Registered Office in Gurugram, Haryana and Corporate Office, Delhi.

2. Send their queries, if any, to reach the Company's Corporate Office at least 10 days before the date of the meeting so that information can be made available at the meeting.

3. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified.

4. For any communication, the shareholders may also send requests to the Company's email id: investorrelations@ulilltd.com.

5. The e-voting period begins on 28[th] February, 2023 (9.00 a.m.) (IST) and ends on 02[nd ] March, 2023 (5.00 p.m.) (IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized may cast their vote electronically. The e-voting module shall be disabled by Linkintime India Private Limited for voting thereafter.

6. 15 The Company has appointed Shri Karanjeet Singh, ACA 536878, and Practicing Chartered Accountants to act as Scrutinizers, to scrutinize the remote e-voting process and electronic voting system / ballot or polling paper voting process at the meeting in a fair and transparent manner.

Login method for Individual shareholders holding securities in demat mode is given below:

1. INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH NSDL

Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.comeither on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting 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-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 i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

2. Individual Shareholders holding securities in demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, 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 able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIMEand you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.

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. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

5. 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 name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

LOGIN METHOD FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN PHYSICAL FORM/ NON-INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE IS GIVEN BELOW:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in

2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

[ B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

▶Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@! #$&*), at least one numeral, at least one alphabet and at least one capital letter).

▶Click “confirm” (Your password is now generated).

1. Click on ‘Login’ under ‘SHARE HOLDER’ tab.

2. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

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

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘ Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders are having valid email address, Password will be sent to his / her registered e- mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No +Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants’ website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

• .

By order of the Board United Leasing and Industries Limited

Date: 07/02/2023 Place: Gurugram, Haryana

Sd/Shashi Shekhar Company Secretary

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Phone: 0124-4200274

UNITED LEASING & INDUSTRIES LIMITED

Regd office: Plot No.66, Sector-34, EHTP, Gurgaon -122001 (Haryana) E-mail:investorrelations@ulilltd.com, website: www, ulilltd.com (CIN: L17100HR1983PLC033460)

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE

COMPANIES ACT, 2013

ITEM NUMBER. 1

In order to make the main object clause of the Memorandum of Association addition new clause .The proposed change of object clause requires the approval of shareholders through Special Resolution pursuant to the provisions of Section 4, 13 of the Companies Act, 2013. A copy of the proposed MOA of the Company would be available for inspection for the Members at the Registered Office/Corporate Office of the Company during the office hours on any working day, except Saturdays, Sundays and public holidays, between 11.00 a.m. to 5.00 p.m. till the date of EGM. The aforesaid documents are also available for inspection at the EGM.

None of the Directors, Key Managerial Persons (KMPs) of the Company or any relatives of such Director or KMPs, shall be considered to be concerned or interested in the proposed Special Resolutions.

The Board recommends the Special Resolution set forth in Item No. 1 of the Notice for approval of the Members.

ITEM NUMBER. 2

The existing Articles of Association (AOA) are based on the Companies Act, 2013. The Board at its meeting held on 17[th] January, 2023 has approved alteration of the AOA of the Company and the Board now seek Members’ approval for the same. Pursuant to Section 14 of the Act, the consent of the Members by way of Special Resolution is required for alteration of AOA of the Company. The Board recommends the Special Resolution set forth in Item No. 2 of the Notice for approval of the Members. A copy of the proposed set of new AOA of the Company would be available for inspection for the Members at the Registered Office/Corporate Office of the Company during the office hours on any working day, except Saturdays, Sundays and public holidays, between 11.00 a.m. to 5.00 p.m. till the date of EGM. The aforesaid documents are also available for inspection at the EGM. None of the Directors, Key Managerial Personnel of Company and their relatives are concerned or interested, financially or otherwise in the said resolution.

BY ORDER OF THE BOARD For United Leasing and Industries Limited

Sd/-

Place: New Delhi Date: 07[th] February 2023

Shashi Shekhar Company Secretary

LINK INTIME INDIA PRIVATE LIMITED

(CATEGORY-I REGISTRAR & SHARE TRANSFER AGENTS) Noble Heights, 1st Floor, NH-2, C-1 Block LSC, Near Savitri Market, Janakpuri, New Delhi-110058. Phone No: 011-41410592-93-94 Fax: 011-41410591 E-Mail: delhi@linkintime.co.in

(MANDATORY- FOR SHAREHOLDERS HAVING SHARES IN PHYSICAL FORM AS PER SEBI CIRCULAR)

(Name of the Shareholder)

(Address of the shareholder)

(Unit: United Leasing & Industries Limited) Folio No. / DP ID /Client ID:

Subject: (i) Seeking copy of PAN Card and Bank details

• (ii) Intimation for Dematerialization of Shares

Dear Shareholder,

• A. Securities Exchange Board of India (SEBI) has, vide SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018, mandated the Company/RTA to obtain copy of PAN Card and Bank account details from all the shareholders holding Shares in physical form. The Company/RTA have been directed to exercise enhanced due diligence in case where, inter-alia details have not been provided by the shareholder.

Accordingly, you are requested to kindly furnish the following:-

1. Self- attested copy of PAN card of the first shareholder and joint Shareholders, if any.

2. Original cancelled cheque leaf/attested bank passbook showing the name of account holder along with the details mentioned in Annexure ‘I’ below.

You may send the above details (Annexure-A) to Company’s RTA i.e. Link Intime India Pvt. Ltd. within 21 days from the receipt of this letter.

• B. Further, SEBI has mandated that securities of listed companies can be transferred only in dematerialized form w.e.f. April 1, 2019. Accordingly, the Company/Registrar and Transfer Agent have stopped accepting any fresh lodgement of transfer of shares in physical form. Members holding shares in physical form are advised to avail of the facility of dematerialization.

You are requested to dematerialize your shares at the earliest Dematerialization facility is available both on NSDL and CDSL.

For the purpose of dematerialization, you are requested to contact your Depository Participant (DP) with whom you have opened your Demat Account. In case you have not yet opened your Demat Account, you are requested to contact any DP of your local area.

Thanking you, For Link Intime India Pvt. Ltd. (United Leasing and Industries Limited) Sd/-

Authorised Signatory

Annexure ‘I’

To Link Intime India Pvt. Ltd.

(Unit: United Leasing & Industries Limited) Noble Heights, 1st Floor, NH-2 C-1 Block LSC, Near Savitri Market Janakpuri, New Delhi-110058.

Dear Sir,

I/We hereby furnish the details as required by you. Kindly record the same and confirm:

Folio No.

Name of Shareholder (s) PAN (Enclose self-attested copy of PAN card/s of all holders)

First Holder

Joint Holder 1

Joint Holder 2

Bank Account No. (Enclose name printed original cancelled cheque/ attested copy of passbook with details of account holder printed)

Name of Bank I Branch

IFSC Code

MICR No.

Email ID

Mobile I Telephone number

Name of Shareholder (s) Signature of Shareholder (s)

I.

II.

Ill.

UNITED LEASING & INDUSTRIES LTD.

[Corporate Identification Number – L65910HR1983PLC033460] Registered Office: Plot No.66, Sector-34, EHTP, Gurugram, Haryana - 122001 Corporate Office: D-41, South Extension, Part-II, New Delhi-110049. Website: www.ulilltd.com Email:investorrelations@ulillltd.com

2[nd ] Extra Ordinary General Meeting to be held on Friday, March 03[rd] 2023 at 1:00 PM at Works Office: 14 Kms Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt Gurugram, Haryana. PROXY FORM FORM NO. MGT-11

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

Name of member: Registered Address: E-mail Id: Folio No. / Client ID: DP ID:

*Applicable for investors holding shares in electronic form. I/We ____being the holder of ___ Equity Shares of United Leasing & Industries Limited, Here by appoint: 1. Name: Address: E-mail Id: Signature: ________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 02[nd] Extra Ordinary General Meeting of the members of the Company to be held on Friday, March 3rd, 2023 at 1:00 PM at Works Office of the Company at 14 KMS Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana - 122001 and at any adjournment thereof in respect of such resolutions as are indicated below:

** I wish my above proxy to vote in the manner as indicated below: Item No.:________

Voting For/Against: _______

Signed this_ day of __ 2023 Signature of Shareholder: ____ Signature of Proxy Holder(s): __

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.

UNITED LEASING & INDUSTRIES LTD.

[Corporate Identification Number – L65910HR1983PLC033460] Registered Office: Plot No.66, Sector-34, EHTP, Gurugram, Haryana - 122001 Corporate Office: D-41, South Extension, Part-II, New Delhi-110049. Website: www.ulilltd.com Email: investorrelations@ulillltd.com

02[nd] Extra Ordinary General Meeting to be held on Friday 03[rd] February 2023 at 1:00 PM at Works Office: 14 Kms Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana.

ATTENDANCE SLIP

DPID-CLID /Folio No. –

Name of Shareholder (s) –

Address –

I / We certify that I am / we are Member(s) / Proxy of the Member(s) of the Company holding __ shares.

I hereby record my presence at the 02[nd] Extra Ordinary General Meeting of the Company to be held on Friday, February 3rd, 2023 at 1:00 PM at 14 KMS, Gurugram Pataudi Road Village Jhund Sarai Veeran, and Distt. Gurugram, Haryana-122001.

……………………………

Signature of Member / Proxy

Notes:

1. A member or his duly appointed Proxy wishing to attend the meeting must complete this Attendance Slip and hand it over at the entrance.

2. Name of the Proxy in Block letters................................................................................ (In

case the Proxy attends the meeting)

1. Those that hold shares in Demat form to quote their Demat Account No. and Depository Participant (D.P.) ID. No.

2. Shareholders/proxy holders desiring to attend the meeting may bring his meeting.

........................x....................................................x.......................................................x....

Electronic Voting Particulars

Event No. User ID Sequence Number

• The EVSN has been mentioned on the address slip of each receiver.

Note: Please read the instructions printed under the Important Notes No.15 to the Notice dated 07[th] February, 2023 of the 2[nd] Extra Ordinary General Meeting. The voting period starts from 9.00 a.m. (IST) on 28th February, 2023 and ends at 05:00 p.m. (IST) on 2nd March, 2023.

The voting module shall be disabled by Linkintime for voting thereafter.

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ROUTE MAP OF THE VENUE OF THE EGM