Univastu India Limited — Proxy Solicitation & Information Statement 2025

Dec 23, 2025

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Date: 23[rd] December, 2025

To, The Manager, Listing Department, The National Stock Exchange of India Limited, Exchange Plaza, C/1, Block-G, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

Company’s Scrip Code: UNIVASTU

Sub.: Notice of Extra Ordinary General Meeting of Univastu India Limited during the Financial Year 2025-26.

Dear Sir,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Notice of the Extra Ordinary General Meeting of the Company to be held on Tuesday, 20[th] January, 2026 at 11:00 a.m. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) in accordance with relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

You are requested to kindly take the same on records.

Thanking you.

Yours faithfully,

For, Univastu India Limited

Sakshi Digitally signed by Sakshi Tiwari Tiwari Date: 2025.12.23 11:55:02 +05'30' Sakshi Tiwari Company Secretary & Compliance Officer Membership No: ACS67056

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EXTRA ORDINARY GENERAL MEETING OF UNIVASTU INDIA LIMITED TH TUESDAY, 20 DAY OF JANUARY, 2026 AT 11.00 A.M. (IST)

NOTICE OF EXTRA ORDINAY GENERAL MEETING

To,

The Members of the Company

NOTICE IS HEREBY GIVEN THAT THE EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF UNIVASTU INDIA LIMITED IS SCHEDULED TO BE HELD ON TUESDAY, 20[TH] DAY OF JANUARY, 2026 AT 11:00 A.M. (IST) THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE BUSINESSES AS MENTIONED BELOW:

SPECIAL BUSINESS:

ITEM NO.1: ISSUANCE OF WARRANTS ON A PREFERENTIAL BASIS TO THE PERSONS BELONGING TO PROMOTERS AND PROMOTER CATEGORY OF THE COMPANY (“INVESTOR PREFERENTIAL ISSUE”):

To consider and if thought fit, to pass the following resolution, with or without modifications, as a Special Resolution:

Up to 35,00,000 (Thirty-Five Lakh Only) Fully Convertible Warrants (“Warrants”), to the persons belonging to “Promoters and promoters group Category” (Proposed Allottees), at face value INR 10/- (Indian Rupees Ten Only) at an issue price of INR 82/- (Indian Rupees Eighty Two Only) per Warrant (including a premium of INR 72/- (Indian Rupees Seventy Two only) not being less than the price as determined in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), for an aggregate amount of up to INR 28,70,00,000/- (Indian Rupees Twenty-Eight Crore Seventy Lakh Only).

“RESOLVED THAT pursuant to the provisions of Section 42, Section 62(1)(c) of the Companies Act, 2013 as amended including rules notified thereunder (“Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and other applicable provisions, if any (including any statutory modifications(s) or reenactment thereof, for the time being in force), Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (“Listing Regulations”), enabling provisions of the Memorandum and Articles of Association of the Company, applicable rules, notifications and circulars issued by the Reserve Bank of India and such other acts / rules / regulations as may be applicable and subject to necessary approvals / consents, if any, from the competent statutory and / or regulatory authorities, as may be applicable or necessary including the Securities and Exchange Board of India (“SEBI”) and National Stock Exchange of India Limited (“NSE”) and subject to such terms and condition(s), alteration(s), correction(s),change(s) and/or modification(s) as may be prescribed by any of the competent statutory and/or regulatory authorities while granting consent(s), permission(s) or approval(s), and which may be agreed to by the board of directors of the Company (hereinafter referred to as the “Board” which terms shall be deemed to include any committee(s) which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this resolution) and subject to any other alteration(s), modification(s), condition(s), correction(s), change(s) and variation(s) that may be decided by the Board in its absolute discretion, the consent of the members of the Company be and is hereby accorded to offer, issue and allot, from time to time in one or more tranches, up to 35,00,000 (Thirty-Five Lakh Only) Fully Convertible warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of INR 10/- (Indian Rupees Ten Only) (“Equity Share”) each (“Warrants”) at a price (including the Warrant Subscription Price and the Warrant

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Exercise Price) of INR 82/- (Indian Rupees Eighty Two only) each (including a premium of INR 72/- (Indian Rupees Seventy Two only), payable in cash (“Warrant Issue Price”), aggregating INR 28,70,00,000/- (Indian Rupees Twenty-Eight Crore Seventy Lakh Only) to Proposed Allottees on a preferential basis to persons forming part of the ‘Promoters and promoters group Category’ of the Company whose details are set out below subject to the maximum entitlement of each Warrants Holder as specified below and upon receipt of INR 20.5/- (Twenty rupees and fifty paise) for each Warrants, which is equivalent to 25% (Twenty Five Per Cent) of the Warrant Issue Price as upfront payment (“Warrant Subscription Price”) entitling the Proposed Allottees to apply for and get allotted one fully paid-up equity share of the Company of face value of INR 10/- (Indian Rupee Ten Only) each against every Warrant held, in one or more tranches within a maximum period of 18 (eighteen) months from the date of allotment of Warrants, on payment of INR 61.5/-( Sixty One Rupees and Fifty Paise Only) which is equivalent to 75% (Seventy five per cent) of the Warrant Issue Price (“Warrant Exercise Price”), for each Warrant proposed to be converted, in such manner and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the terms of this issue, provisions of ICDR Regulations, or other applicable laws in this respect:

Equity share with warrants to be allotted to the following proposed investors: -

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Sr. Name Of Proposed Number of Amount to be paid Number of Shares to
No Allottee Warrants to be for Warrants (INR) be Issued assuming
Alloted full conversion of
Warrants
1 Pradeep Khandagale 34,00,000 27,88,00,000 34,00,000
2. Rajashri Khandagale 1,00,000 82,00,000 1,00,000
Total 35,00,000 28,70,00,000 35,00,000
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RESOLVED FURTHER THAT the Company hereby notes and takes on record that in accordance with the provisions of Regulation 161 of the ICDR Regulations, the “Relevant Date” for the purpose of calculating the floor price for the issue of equity shares of the Company pursuant to the exercise of conversion of the Warrants is determined to be Friday, December 19, 2025 being the working day immediately preceding Sunday, December 21, 2025 the date 30 days prior to the date of ensuing Extra Ordinary General Meeting approve this offer;, and the floor price for the preferential issue on the aforesaid Relevant Date pursuant to regulation 164(1) of the ICDR Regulations is INR 82/- (Indian Rupees Eighty Two only)

RESOLVED FURTHER THAT the Company hereby takes note of the certificate from CS Satish Kolhe, Practicing Company Secretary, Pune (Membership No. 13606, CP No. 23879) certifying that the above issue of Warrants convertible into equivalent number of Equity Shares of the Company is being made in accordance with the ICDR Regulations.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the Warrants issued shall be subject to the following terms and conditions:

• a. In accordance with the provisions of Chapter V of ICDR Regulations, 25% (Twenty Five Per Cent) of the Warrant Issue Price, shall be paid by the Proposed Allottees to the Company on or before allotment of the Warrants and the balance consideration i.e. 75% (Seventy-Five Per Cent) of the Warrant Issue Price shall be paid at the time of exercise of option to apply for fully paid–up Equity shares of INR 10/- (Indian Rupees Ten Only) each of the Company, against each such Warrants held by the Proposed Allottees.

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• b. The Proposed Allottees shall be entitled to exercise their option to convert any or all of the warrants into equity shares of the Company in one or more tranches after giving a written notice to the Company, specifying the number of warrants proposed to be exercised along with the aggregate Warrant Exercise Price payable thereon, without any further approval from the shareholders of the Company prior to or at the time of conversion. The Company shall accordingly, issue and allot the corresponding number of equity shares of the Company to the Proposed Allottees.

• c. The Proposed Allottees shall make payment of Warrant Subscription Price and Warrant Exercise Price from their own bank account into to the designated bank account of the Company.

• d. In terms of Regulation 166 of the ICDR Regulations, the price of Warrants determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments, if applicable. If the amount payable on account of the re-computation of price is not paid within the time stipulated in the ICDR Regulations, the Warrants shall continue to be locked- in till the time such amount is paid by the Proposed Allottees.

• e. Upon exercise of the option by the Proposed Allottees, the Company shall issue and allot appropriate number of Equity Shares and perform all such actions as are required including to credit the same to the designated securities demat account of the Proposed Allottees.

• f. The tenure of Warrants shall not exceed 18 (eighteen) months from the date of allotment. If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by the Proposed Allottees within the aforesaid period of 18 (eighteen) months, the entitlement of the Proposed Allottees to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid by the Proposed Allottees on such Warrants shall stand forfeited.

• g. The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu with the existing Equity Shares of the Company, including entitlement to voting powers and dividend.

• h. The Warrants by itself, until exercised and converted into equity shares, shall not give to the Proposed Allottees thereof any rights with respect to that of an Equity shareholder of the Company.

• i. The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be lockedin as prescribed under the ICDR Regulations.”

“RESOLVED FURTHER THAT the pre-preferential allotment shareholding of the Proposed Allottees, if any, in the Company shall also be subject to lock-in as per the provisions of the ICDR Regulations.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board, be and is hereby, jointly and severally authorized on behalf of the Company to do all such other acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable for such purpose, without being required to seek any further consent or approval of the members of the Company to resolve and settle any matter, question, difficulty or doubt that may arise in regard to the issuance and allotment of Warrants and the equity shares to be allotted pursuant to the conversion of the Warrants, without

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requiring any further approval of the Members, and to authorize all such persons as may be deemed necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit;”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to, do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the Warrants, effecting any modifications to the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, memorandum, documents to give effect to the resolutions above (including for appointment of agencies, consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise of Warrants), including making applications to National Stock Exchange of India Limited for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies (“ROC”), National Securities Depository Limited (“NSDL”), Central Depository Services (India) Limited (“CDSL”) and/ or such other authorities as may be necessary for the purpose, and to take all such steps as may be necessary for the admission of the Warrants and Equity Shares (to be issued on exercise of the Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the Proposed Allottees, and to delegate all or any of the powers conferred on it by this resolution to any director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, without limitation in connection with the issue and utilization of proceeds thereof, and take all steps and decisions in this regard, without being required to seek any further consent or approval of the members of the Company or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

ITEM NO.2: TO APPROVE POWER TO BORROW FUNDS PURSUANT TO THE PROVISIONS OF SECTION 180(1)(C) OF THE COMPANIES ACT, 2013.

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

“RESOLVED THAT in supersession of all the earlier resolutions passed by the Members of the Company and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, including any statutory modification(s) or re-enactment thereof, for the time being in force, and the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board), to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other Persons, Firms, Bodies Corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is INR 300 Crore (Indian Rupees Three Hundred Crore only) over and above the aggregate of the then paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board be

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and is hereby empowered and authorized to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may, in its absolute discretion, think fit.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or the KMP’s be and are hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution.”

NOTES:

1. The Extra-ordinary General Meeting of members of the Company shall be convened through Video Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) in compliance with the Companies Act, 2013 and relevant circulars issued by the Ministry of Corporate Affairs (MCA).

2. Since this EGM is being held pursuant to the MCA circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this meeting and hence the proxy form, attendance slip and route map of EGM are not annexed to this Notice. As the EGM is being conducted through VC, for the smooth conduct of proceedings of the EGM, Members are encouraged to express their views/send their queries in advance with regard to matters to be placed at the EGM, from their registered e-mail ID, mentioning their full name, DPID and Client ID, address and contact number, to cs@univastu.com so that the requisite information/ explanations can be kept ready to be provided in time. Members may raise questions during the meeting as well. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the EGM.

3. Members attending the EGM through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

4. The facility of joining the EGM through VC /OAVM will be opened 15 minutes before and will remain open up to 15 mins after the scheduled start time of the EGM.

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

6. Statement explaining material facts pursuant to Section 102 (1) of the Companies Act, 2013 relating to the Special Businesses as set out in Item No. 1 to 2 of the EGM Notice, to be transacted at the Meeting is annexed hereto.

7. Instructions for joining the EGM are as follows:

8. Members will be able to attend the EGM through VC/OAVM provided by the Company. The link for joining the meeting will be shared separately.

9. Members are encouraged to join the meeting through Laptops with Google Chrome for better experience

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• Further, members will be required to allow camera, if any, and hence use internet with a good speed to avoid any disturbance during the meeting.

• While all efforts would be made to make the VC/OAVM meeting smooth, participants connecting through mobile devices, tablets, laptops, etc. may, at times, experience audio/video loss due to fluctuation in their respective networks. Use of a stable Wi-Fi or LAN connection can mitigate some of the technical glitches.

• Members who need technical assistance before or during the EGM can contact the Company Secretary/Secretarial Department at cs@univastu.com

• Members who have not registered their e-mail ID’s are requested to register their e-mail ID’s with their respective Depository Participants (DPs). Alternatively, the members may also contact the R & T Agents at the email address rajeshm@bigshareonline.com or the Company at the email address cs@univastu.com to register their e-mail address (es) or changes therein, if any, at the earliest, to receive the future communication. Members are requested to quote their Client ID number with DP ID on all correspondence with the Company as the case may be. International Securities Identification Number given to your Company is INE562X01013.

• Pursuant to the provisions of Section 91 of the Companies Act 2013, the Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 14[th] January, 2026 to Tuesday, 20[th] January,2026, (both days inclusive), for the purpose of EGM.

• Electronic copy of relevant documents referred to in the Notice and Explanatory Statement will be made available through email for inspection by the Members. A Member is requested to send an email to cs@univastu.com for the same.

• Electronic copies of necessary statutory registers and auditors’ reports / certificates will be available for inspection by the Members at the time of Extra Ordinary General Meeting.

• Shareholders, who would like to express their views/have questions, may send their questions in advance mentioning their name demat account number, email id, mobile number at cs@univastu.com. The same will be replied by the Company suitably.

In compliance with the General Circulars, the Notice of the Extra ordinary General meeting other documents required to be attached thereto, are sent in electronic mode only to those members whose email address is registered with the Company/Depository Participant(s)/Registrar and Transfer agents. The requirements of sending physical copy of aforesaid documents has been dispensed with vide MCA & SEBI Circulars. The aforesaid documents will also be available on the Company's website at www.univastu.com under section "Investors, and on the website of the Company's Registrar and Transfer Agent Bigshare Services Pvt. Ltd https://ivote.bigshareonline.com.

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide the facility of voting through electronic means (remote e-voting) to its members.

The facility for voting through Ballot Paper shall also be made available at the EGM and the members attending the EGM, who have not cast their vote by remote e-voting and otherwise not barred from attending the meeting, shall be able to exercise their right to vote at the EOGM through Ballot Paper.

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The members who have already cast their vote by remote e-voting may attend the EOGM but shall not be entitled to cast their vote again.

Only 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 cut-off date i.e. Tuesday, 13[th] January, 2026, shall be entitled to avail the facility of remote e-voting or voting at the EOGM.

In case you wish to have a physical copy of the notice of EOGM along with its annexures, you are kindly requested to send a request for the same at cs@univastu.com

The Company has engaged with Bigshare Services Pvt. Ltd for facilitating Remote e-Voting to enable the Members to cast their votes electronically in respect of all the resolutions as set out in the Extra ordinary general Notice. The remote e-voting facility can be availed by following the procedure provided in the Notes to the Notice of Extra Ordinary General Meeting.

Please refer below mentioned user ID password in table format for E-voting.

Event ID	USER ID	PASSWORD
	%%DPCL%%	%%REFNO%%

The remote e-voting facility will be available during the following period (both days inclusive):

Commencement of Remote e-voting	Commencement of Remote e-voting	9.00 am on Saturday, 17th January, 2026
End of Remote E-Voting		5.00 pm on Monday, 19th January, 2026

The members are requested to refer to the process and manner for remote e-voting provided under notes to the Extra ordinary General Meeting notice before casting their votes.

Kindly note that once Members cast their votes on the resolutions, the same cannot be modified subsequently.

In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com , under download section or you can email us to ivote@bigshareonline.com or call us at: 1800 22 54 22. Alternatively, the Members may also write an e-mail to the Company at www.univastu.com. for any queries/ information.

1. Remote E-voting:

In compliance with provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014 and as amended from time to time, Regulation 44 of the Regulations, including amendments there under and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, including amendments there under and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be

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transacted at the Extra ordinary General Meeting. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL), for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as voting on the date of the Extra ordinary General Meeting will be provided by NSDL.

The members who have cast their vote by remote e-voting prior to the Extra ordinary General Meeting may also attend the Extra Ordinary General Meeting through VC / OAVM but shall not be entitled to cast their vote again.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• i. The voting period begins on and ends on . 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 may cast their vote electronically. The e-voting module shall be disabled by Bigshare 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.

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.

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.

• 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 is given below:

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Type of Login Method
shareholders
1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
Individual user id and password. Option will be made available to reach e-Voting page without
Shareholders any further authentication. The URL for users to login to Easi/Easiest is
holding https://web.cdslindia.com/myeasitoken/home/login or visit CDSL website
securities in www.cdslindia.com and click on login icon & New System Myeasi Tab and then use
Demat mode your existing my easi username & password.
with CDSL
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 BIGSHARE the e-Voting service provider and you will be re-directed to i-Vote
website for casting your vote during the remote e-Voting period. Additionally, there
is also links provided to access the system of all e-Voting Service Providers i.e.
BIGSHARE , 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
https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a link https://evoting.cdslindia.com/Evoting/EvotingLogin
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 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. Click on BIGSHARE and you will be
re-directed to i-Vote website for casting your vote during the remote e-voting period.
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website
Individual of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com
Shareholders either on a Personal Computer or on a mobile. Once the home page of e-Services is
holding launched, click on the “Beneficial Owner” icon under “Login” which is available under
securities in ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and
demat mode Password. After successful authentication, you will be able to see e-Voting services.
with NSDL 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 BIGSHARE
and you will be re-directed to i-Vote 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 at
https://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 BIGSHARE
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and you will be redirected to i-Vote website for casting your vote during the remote
e-Voting period.
Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After
(holding Successful login, you will be able to see e-Voting option. Once you click on e-Voting
securities in option, you will be redirected to NSDL/CDSL Depository site after successful
demat mode) authentication, wherein you can see e-Voting feature. Click on company name or e-
login through Voting service provider name and you will be redirected to e-Voting service provider
their website for casting your vote during the remote e-Voting period.
Depository
Participants
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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 helpdesk.evoting@cdslindia.comor contact at toll free No. 1800 22 55 33.
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022- 48867000.

2. Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ LOGIN ” button under the ‘ INVESTOR LOGIN ’ section to Login on E-Voting Platform.

• Please enter you ‘ USER ID’ (User id description is given below) and ‘ PASSWORD’ which is shared separately on you register email id.

• Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.

• Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.

• Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

EXTRA ORDINARY GENERAL MEETING

Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

• Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE : If Shareholders are holding shares in demat form and have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ INVESTOR LOGIN ’ tab and then Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ Reset ’.

• (In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for shareholders on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

• Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• Select event for which you are desire to vote under the dropdown option.

• Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.

• Cast your vote by selecting an appropriate option “ IN FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.

• Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

• Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-Voting Platform.

• Enter all required details and submit.

• After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .

NOTE : If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ CUSTODIAN LOGIN ’ tab and further Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ RESET .

(In case a custodian is having valid email address, Password will be sent to his / her registered e- mail address).

EXTRA ORDINARY GENERAL MEETING

Voting method for Custodian on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

• First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.

• Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).

• Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”.

  • Note : The power of attorney (POA) or board resolution has to be named as the “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)

• Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

• To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.

• Select the Event under dropdown option.

• Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

• Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on custodian portal.

- Helpdesk for queries regarding e voting:

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Login type Helpdesk details
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Helpdesk for queries regarding e-voting:	Helpdesk for queries regarding e-voting:	Helpdesk for queries regarding e-voting:	Helpdesk for queries regarding e-voting:
Login type Helpdesk details Shareholder‘s other than individual shareholders holding shares in Demat mode & Physical mode. In case shareholders/ investor have any queries regarding E- voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com,under download section or you can email us toivote@bigshareonline.com or call us at: 1800 22 54 22, 022-62638338
	Shareholder‘s other than individual shareholders holding shares in Demat mode & Physical mode.		In case shareholders/ investor have any queries regarding E- voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com,under download section or you can email us toivote@bigshareonline.com or call us at: 1800 22 54 22, 022-62638338

By Order Of Board Of Directors Univastu India Limited

Place : Pune Date : 19[st] December ,2025

Sd/Sakshi Tiwari Company Secretary

EXTRA ORDINARY GENERAL MEETING

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS TO BE TRANSACTED AT EXTRA-ORDINARY GENERAL MEETING

Item 1: Issuance of Warrants to the Proposed Allottees of the Company by way of preferential issue:

The Company intends to raise funds from the Identified Proposed Allottees by issuance of the Warrants for the purpose of Working Capital Requirements. Therefore, the Board, in its meeting held on Friday, 19[th] December, 2025, has approved the proposal for issuance of the Warrants to the Proposed Allottees under the Preferential Issuer as per terms stated in the aforesaid resolution, subject to, inter alia, approval of the members of the Company and shall be on the terms and conditions, as mentioned below:

• a. Pursuant to Regulation 160(c) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), the allotment of the Warrants (including the Equity Shares to be allotted on conversion of such Warrants) shall be made only in dematerialized form.

• b. In accordance with the provisions of Regulation 161 of ICDR Regulations, the ‘Relevant Date’ for the Warrant issue is determined to be Friday, December 19, 2025.

• c. In accordance with the applicable provisions of the ICDR Regulations an amount of INR 20.5/(Twenty rupees and fifty paise) which is equivalent to 25% (twenty-five per cent) of the Warrant Issue Price shall be paid by the Proposed Allottees to the Company as upfront payment (“Warrant Subscription Price”).

• d. The Proposed Allottees shall be, subject to the ICDR Regulations and other applicable rules, regulations and laws, entitled to exercise the conversion rights attached to the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed exchanged or converted with / into the Equity Shares of the Company and making payment at the rate of INR 61.5/-( Sixty One Rupees and Fifty Paise Only) being 75% (seventy five per cent) of the Warrant Issue Price (“Warrant Exercise Price”) in respect of each Warrant proposed to be converted by the Proposed Allottees.

• e. On receipt of such application from the Proposed Allottee, the Company shall without any further approval from the shareholders of the Company take necessary steps to issue and allot the corresponding number of Equity Shares to the Proposed Allottees.

• f. If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by the Proposed Allottee within the aforesaid period of 18 (eighteen) months, the entitlement of the Proposed Allottee to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid by the Proposed Allottee on such Warrants shall stand forfeited.

• g. The Equity Shares allotted on exercise of the Warrants shall only be in dematerialized form and shall rank pari passu with the existing Equity Shares of the Company including entitlement to voting powers and dividend.

EXTRA ORDINARY GENERAL MEETING

• h. The proposed issue and allotment of the Warrants and the exercise of option thereof will be governed by the Memorandum and Articles of Association of the Company, the Act, the ICDR Regulations, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, as amended, (“Listing Regulations”), applicable rules, notifications and circulars issued by the Reserve Bank of India and such other acts / rules / regulations as maybe applicable and subject to necessary approvals / consents, if any, from the statutory and / or regulatory authorities, as maybe applicable including the Securities and Exchange Board of India.

This resolution is recommended to the members of the Company for their consideration and approval pursuant to the provisions of Sections 42 and 62 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and any other applicable provisions of the Companies Act, 2013 and the provisions of Chapter V of the SEBI ICDR Regulations.

The disclosure required in terms of provisions of Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014, Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and the provisions of Chapter V of the SEBI ICDR Regulations are as follows:

• a. Particulars of the offer including date of passing of Board resolution:

The Board, in its meeting held on Friday, 19[th] December, 2025, has approved the proposal for the creation, offer, issuance and allotment of up to 35,00,000 (Thirty-Five Lakh Only) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of INR 10/- (Indian Rupees Ten Only) (“Equity Share”) each (“Warrants”) at a price (including the Warrant Subscription Price and the Warrant Exercise Price) of INR 82/- (Indian Rupees Eighty-Two only) each (including a premium of INR 72/- (Indian Rupees Seventy Two only) payable in cash (“Warrant Issue Price”), aggregating up to INR 28,70,00,000/- (Indian Rupees Twenty-Eight Crore Seventy Lakh Only) in one or more tranches.

• b. The Objects of the issue:

The Company intends to utilize the proceeds raised through the Preferential Issue (“Issue Proceeds”) The Company has issued warrants to its promoters, and the funds raised therefrom are proposed to be utilized for meeting working capital needs, making investments in existing or proposed subsidiaries, and acquiring property for office space, guest house and administrative use.

c. Utilization of Issue Proceeds

Given that the funds to be received against Warrants conversion will be in tranches and the quantum of funds required on different dates may vary, therefore, the broad range of intended use of the Issue Proceeds for the above Objects is set out hereinbelow:

EXTRA ORDINARY GENERAL MEETING

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Sr. Particulars Total estimated Tentive timelines
No. amount to be utilized for utilization of
for each of the issue Proceeds
Objects (Rs. In Crores) from the date of
receipt of fund
1. The funds raised therefrom are 2870,00,000 Within 3 to 4
proposed to be utilized for meeting months
working capital needs, making
investments in existing or proposed
subsidiaries, and acquiring property
for office space, guest house and
administrative use.
TOTAL 28,70,00,000
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*Considering 100% conversion of Warrants into equity shares within the stipulated time.

Given that the Preferential Issue is for convertible Warrants, the Issue Proceeds shall be received by the Company within 18 (eighteen) months from the date of allotment of the Warrants in terms of Chapter V of the SEBI ICDR Regulations, and as estimated by our management, the entire Issue Proceeds would be utilized for the all the aforementioned Objects, in phases, as per the Company’s business requirements and availability of Issue Proceeds, within 3 (Three) to 4 (Four) months from the date of receipt of funds for the Warrants (as set out herein).

In terms of the NSE Circular No. 20221213-47 dated December 13, 2022, the amount specified for the aforementioned Objects may deviate +/- 10% depending upon the future circumstances, given that the Objects are based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Board, subject to compliance with applicable laws.

If the Issue Proceeds are not utilized (in full or in part) for the Objects during the period stated above due to any such factors, the remaining Issue Proceeds shall be utilized in sun sequent periods in such manner as may be determined by the Board, in accordance with applicable laws.

This may entail rescheduling and revising the planned expenditure and funding requirements and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Board, subject to compliance with applicable laws.

d. Interim Use of Issue Proceeds

Our Company, in accordance with the policies formulated by our Board from time to time, will have flexibility to deploy the Issue Proceeds. Pending complete utilization of the Issue Proceeds for the Objects described above, We will ensure compliance with all applicable laws.

EXTRA ORDINARY GENERAL MEETING

• e. Monitoring of utilization of funds

• i. Given that the issue size exceeds doesn’t Rs. 100 Crore (Indian Rupees One Hundred Crore), in terms of Regulation 162A of the SEBI ICDR Regulations, the Company doesn’t require to appoint any credit rating Agency, a SEBI registered Credit Rating Agency as the monitoring agency to monitor the use of the proceeds of the Preferential Issue (“Monitoring Agency”).

• f. Kinds of securities offered, the total number of shares or other securities to be issued, the price at which security is being offered and amount which the Company intends to raise by way of such securities:

The Company propose to issue in one or more tranches up to 35,00,000 (Thirty-Five Lakh Only) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of INR 10/- (Indian Rupees Ten Only) (“Equity Share”) each (“Warrants”) at a price (including the Warrant Subscription Price and the Warrant Exercise Price) of INR 82/- (Indian Rupees Eighty Two only) each (including a premium of INR 72/- (Indian Rupees Seventy Two only) payable in cash (“Warrant Issue Price”), in one or more tranches which is not less than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations for an aggregate consideration of up to INR 28,70,00,000/- (Indian Rupees Twenty-Eight Crore Seventy Lakh Only).

• g.

Basis on which the price has been arrived at along with report of the registered valuer:

• i In terms of the SEBI ICDR Regulations, the floor price at which the warrants can be issued is INR 82/- (Indian Rupees Eighty Two Only) respectively, as per the pricing formula prescribed under the SEBI ICDR Regulations for the Preferential Issue and is the highest of the following:

• a. 90 (ninety) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e.INR.81.97 or 82/- (Indian Rupees Eighty Two Only) per equity share;

• b. 10 (ten) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e. INR 67.34/-or 68 (Indian Rupees Sixty eight Only) per equity share.

• c. Floor price determined in accordance with the provisions of the articles of association of the Company. However, the articles of association of the Company does not provide for any method of determination for valuation of shares which results in floor price higher than determined price pursuant to SEBI ICDR Regulations.

• ii. As the proposed allotment is more than 5% of the post issue fully diluted share capital of the Company, to an allottee or to allottees acting in concert. Hence, in terms of Regulation 166A of ICDR Regulations, the Company has obtained a valuation report from an independent registered valuer for determining the price. The price determined through valuation report of CA Anand Pravin Pande , Registered valuer and Insolvency Professional (IBBI/RV/07/2021/13890) is INR 82 (Indian Rupees Eighty Two Only) per Warrants. The said report is available on the website of the Company at https://www.univastu.com.

EXTRA ORDINARY GENERAL MEETING

• h. The price or price band at/within which the allotment is proposed:

As stated in clause g. above, the Warrants are proposed to be issued at an issue price of INR 82/(Indian Rupees Eighty Two Only) per Warrant.

• i. Relevant Date with reference to which the price has been arrived at:

The ‘relevant date’ for the purpose of determination of the floor price for issue of the Warrants as per provisions of Chapter V of the SEBI ICDR Regulations and other applicable laws is Friday, December 19, 2025 being the working day immediately preceding Sunday, December 21, 2025 the date 30 (Thirty) days prior to the date on which the meeting viz. this Extra-Ordinary General Meeting of members of the Company is proposed to be held to consider and approve the Proposed Allottees.

• j. The class or classes of persons to whom the allotment is proposed to be made:

The warrants are proposed to be issued and allotted to private investors comprising of Individual under the Promoters & Promoters Group Category. The Warrants shall be issued and allotted to the Proposed Allottee as detailed herein below:

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Sr. Name Of Proposed Number of Amount to be Number of Shares
No Allottee Warrants to paid for Warrants to be Issued
be Alloted (INR) assuming full
conversion of
Warrants
1 Pradeep Khandagale 34,00,000 27,88,00,000 34,00,000
2. Rajashri Khandagale 1,00,000 82,00,000 1,00,000
Total 35,00,000 28,70,00,000 35,00,000
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• k. Intention of Promoters, Directors or Key Managerial Personnel to subscribe to the offer:

The Proposed Allottee is a part of the Promoters, Promoter Group, Directors or Key Managerial Personnel of the Company.

• l. The proposed time within which the allotment shall be completed:

The Warrants shall be allotted by the Company to the Identified Proposed Allottee in dematerialized form within a period of 15 (fifteen) days from the date of passing of this special resolution by members of the Company, provided that, where the issue and allotment of the said Warrants to the Identified Proposed Allottee is pending on account of pendency of approval of any regulatory authority (including, but not limited to the Stock Exchange), the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals.

• m. The names of the proposed allottees, the identity of the natural persons who are the ultimate beneficial owners of the Warrants proposed to be allotted and/ or who ultimately control the proposed allottees and the percentage of post preferential offer capital that may be held by them:

EXTRA ORDINARY GENERAL MEETING

Sr. No .	Name of the Proposed Investors	Ultimate Beneficial		Maximum Amount / Up to (INR)		Pre issue shareholding	Pre issue shareholding		Proposed Allotment		Post- issue Shareholding*	Post- issue Shareholding*
		Owners **(‘UBO’) **				No. of Shares	%				No of Shares	%
1.	Pradeep Khandagale	N.A.		27,88,00,000		2,28,44,436	63.48		34,00,000		2,62,44,436	63.03
2.	Rajashri Khandagale	N.A.		82,00,000		14,31,000	3.97		1,00,000		15,31,000	3.670
Total				28,70,00,000		2,42,75,436	67.45		35,00,000		2,77,75,436	66.70

• Assuming competition of the preferential allotment to proposed Investors.

• ** The post preferential percentage of shareholding has been calculated assuming that all the Warrants allotted will be converted into equity shares.

• n. The change in control, if any, in the Company that would occur consequent to the preferential offer:

The Promoter Preferential Issue will not result into change in the control of the Company. pre holding 63.48 to post holding 63.03.

• o. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the financial year viz.2025-26, the Company has not made any issue and allotment of any securities on preferential basis.

• p. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not Applicable as promoter preferential issue is proposed to be made for cash consideration

• q. The pre-issue and post issue shareholding pattern of the Company:

The pre-issue and the post-issue shareholding pattern of the Company (considering full allotment of equity shares to be issued on preferential basis as per this Notice) is mentioned hereinbelow:

EXTRA ORDINARY GENERAL MEETING

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Pre-Issue * ** Post-Issue
Sr. Category
No. of % of No. of % of
No.
Equity Shareholding Equity Shareholding
Shares Shares
A. Statement showing
shareholding pattern of the
Promoter and Promoter
Group
(1) Indian
Individuals/Hindu undivided 24275436 67.45 27775436 66.86
(a)
Family
Central Government/ State 0 0 0 0
(b)
Government(s)
(c) Financial Institutions/ Banks 0 0 0 0
(d) Any Other (specify) 0 0 0 0
Sub-Total (A)(1) 24275436 67.45 27775436 66.86
(2) Foreign
Individuals (Non-Resident 0 0 0 0
(a) Individuals/ Foreign
Individuals)
(b) Government 0 0 0 0
(c) Institutions 0 0 0 0
(d) Foreign Portfolio Investor 0 0 0 0
(e) Any Other (specify) 0 0 0 0
Sub-Total (A)(2) 0 0 0 0
Total Shareholding of 24275436 67.45 27775436 66.86
Promoter and Promoter
Group (A)=(A)(1)+(A)(2)
B. Statement showing
shareholding pattern of the
Public shareholder
(1) Institutions (Domestic)
(a) Mutual Funds 0 0 0 0
(b) Venture Capital Funds 0 0 0 0
(c) Alternate Investment Funds 0 0 0 0
(d) Banks 0 0 0 0
(e) Insurance Companies 0 0 0 0
Provident Funds/ Pension 0 0 0 0
(f)
Funds
Asset reconstruction 0 0 0 0
(g)
companies
(h) Sovereign Wealth Funds 0 0 0 0
(i) NBFCs registered with RBI 0 0 0 0
(j) Other Financial Institutions 0 0 0 0
(k) Any Other (specify) 0 0 0 0
Sub-Total (B)(1) 0 0 0 0
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EXTRA ORDINARY GENERAL MEETING

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(2) Institutions (Foreign)
(a) Foreign Direct Investment 0 0 0 0
Foreign Venture Capital 0 0 0 0
(b)
Investors
(c) Sovereign Wealth Funds 0 0 0 0
Foreign Portfolio Investors 0 0 0 0
(d)
Category I
Foreign Portfolio Investors 0 0 0 0
(e)
Category II
Overseas Depositories 0 0 0 0
(f) (holding DRs) (balancing
figure)
(g) Any Other (specify) 0 0 0 0
Sub-Total (B)(2) 0 0 0 0
(3) Central Government / State
Government(s)
Central Government / 0 0 0 0
(a)
President of India
(b) State Government / Governor 0 0 0 0
Shareholding by Companies or 0 0 0 0
Bodies Corporate where
(c)
Central / State Government is
a promoter
Sub-Total (B)(3) 0 0 0 0
(4) Non-institutions
Associate Companies / 0 0 0 0
(a)
Subsidiaries
Directors and their relatives 206670 0.57 206670 0.50
(excluding independent
(b)
directors and nominee
directors)
(c) Key Managerial Personnel 0 0 0 0
Relatives of promoters (other 0 0 0 0
than ‘immediate relatives’ of
(d) promoters disclosed under
‘Promoter and Promoter
Group’ category)
Trusts where any person 0 0 0 0
belonging to 'Promoter and
(e) Promoter Group' category is
'trustee', 'beneficiary', or
'author of the trust'
Investor Education and 0 0 0 0
(f)
Protection Fund (IEPF)
Resident Individuals holding 3177405 8.82 3417405 8.22
(g) nominal share capital up to
Rs. 2 lakhs
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EXTRA ORDINARY GENERAL MEETING

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Resident Individuals holding 6379698 17.72 6679698 16.08
(h) nominal share capital in
excess of Rs. 2 lakhs
(i) Non Resident Indians (NRIs) 168210 0.46 168210 0.40
(j) Foreign Nationals 0 0 0
(k) Foreign Companies 0 0 0
(l) Bodies Corporate 1025112 2.84 2534112 6.10
(m) Any Other (specify) 754239 2.09 754239 1.81
Sub-Total (B)(4) 11711334 32.54 13760334 33.12
Total Public Shareholding 11711334 32.54 13760334 33.12
(B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)
Statement showing
C shareholding pattern of the
Non Promoter- Non Public
shareholder
( 1 ) Custodian/DR Holder - Name 0 0 0 0
of DR Holders (If Available)
( 2 ) Employee Benefit Trust / 0 0 0 0
Employee Welfare Trust
under SEBI (Share Based
Employee Benefits and Sweat
Equity) Regulations, 2021
Total Non Promoter- Non 0 0 0 0
Public Shareholding
(C)= (C)(1)+(C)(2)
Total ( A+B+C2 ) 35986770 100 41535770 100
Total (A+B+C ) 35986770 100 41535770 100
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Assuming completion of the preferential allotment to Proposed Investors and Identified Promoters

@ The post preferential percentage of shareholding has been calculated assuming that all the Warrants allotted will be converted into equity shares.

r. The current and proposed status of the allottee post the preferential issues namely, promoter or non-promoter:

As mentioned above, the Proposed Allottees are forming part of Promoter & Promoters Group Category of the Company and such status will continue to remain the same post the Preferential Issue.

s.

Lock-in Period:

The pre-preferential allotment shareholding of the Identified Proposed Allottees, if any, in the Company and Warrants allotted in terms of this resolution and the resultant Equity Shares arising on exercise of rights attached to such Warrants shall be subject to lock-in as per the provisions of the ICDR Regulations.

EXTRA ORDINARY GENERAL MEETING

t. Listing:

Post conversion of Warrants into Equity Shares to be allotted to the Identified Proposed Allottees shall be listed and shall be admitted for trading on the main board of Stock Exchanges i.e National Stock Exchange of India Limited, subject to requisite approval from the Stock Exchange.

• u. Practicing Company Secretary’s Certificate

As required under the provisions of Regulation 163(2) of SEBI ICDR Regulations, a certificate issued by M/s Satish D Kohle cp no :23879 certifying, inter alia, that the Preferential Issue is being made in accordance with the Chapter V of the SEBI ICDR Regulations, shall be placed before the meeting of the members. The said certificate issued by M/s.Satish D kohle Practicing Company Secretaries, is also hosted on the website of the Company at www.univastu.com.

• v. Undertakings / Confirmations:

• The Company is eligible to undertake the preferential issue in accordance with the provisions of the Chapter V of the SEBI ICDR Regulations.

• None of the promoters and/or directors of the Company are a fugitive economic offender as defined under the SEBI ICDR Regulations.

• Neither the Company nor any of its promoters and/or directors have been declared as willful defaulter or a fraudulent borrower as defined under the SEBI ICDR Regulations.

Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.

1. Each of Identified Proposed Allottees has confirmed that it has not sold any equity shares of the Company during the 90 trading days preceding the Relevant Date.

2. As the equity shares of the Company are listed on recognized Stock Exchange for a period of more than 90 trading days prior to the Relevant Date, the Company is not required to recompute the price. However, the Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations if it is required to do so. If the amount payable on account of the recomputation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the preferential issue shall continue to be locked-in till the time such amount is paid by the respective allottees.

The approval of the members is being sought to enable the Board to issue and allot the Warrants on a preferential basis, to the extent and in the manner as set out in the resolution and the explanatory statement. The Board of Directors of the Company believes that the proposed issue is in the best interest of the Company and its members.

Save and except, Mr. Pradeep Khandagale and Mrs. Rajashri Khandagale and their relatives may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company. None of the Directors, Key Managerial Personnel or their relatives are not in any way

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concerned or interested, financially or otherwise, in the proposed resolution, except to the extent of their shareholding in the Company, if any.

The Board of Directors recommend passing of the special resolution at item no. 1 of the accompanying notice for the approval of the Members of the Company.

Documents referred to in the notice/ explanatory statement will be available for inspection by the Members of the Company as per applicable law.

Item No.2: To approve power to borrow funds pursuant to the provisions of Section 180(1)(C) of the Companies Act, 2013.

Keeping in view the Company’s existing and future financial requirements to support its business operations, the Company needs additional funds. For this purpose, the Company is desirous of raising finance from various Banks and/or Financial Institutions and/or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital and the free reserves of the Company. Hence it is proposed to increase the maximum borrowing limits upto Rs.300 Crores (Rupees Three Hundred Cores only). Pursuant to Section 180(1)(c) of the Companies Act, 2013, the Board of Directors cannot borrow more than the aggregate amount of the paid-up capital of the Company and its free reserves at any one time except with the consent of the members of the Company in a general meeting.

The Board of Directors recommend passing of the special resolution at item no. 2 of the accompanying notice for the approval of the Members of the Company.

None of the Directors or the Key Managerial Personnel of the Company including their relatives are in any way concerned or interested in the resolutions.

By Order Of Board Of Directors Univastu India Ltd

Place: Pune Date: 19[th] December, 2025

SD/Sakshi Tiwari Company Secretary

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