Uravi Defence and Technology Limited — Proxy Solicitation & Information Statement 2024

Apr 30, 2024

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Date: - April 30, 2024

To, To, National Stock Exchange of India Limited BSE Limited. Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai - 400 051 Mumbai – 400 001 NSE Symbol: URAVI Scrip Code: 543930

Sub: Corrigendum to the Postal Ballot Notice of Uravi T And Wedge Lamps Ltd circulated to shareholders on April 17, 2024.

Ref: Our earlier Intimation dated April 17, 2024 for Postal Ballot Notice .

Dear Sir / Madam,

This is in continuation to the Notice of Postal Ballot of the Company dated April 15, 2024, which has already been emailed to all the shareholders of the Company on April 17, 2024. A Corrigendum is being issued today to inform to all the Shareholders to whom the Notice of Postal Ballot has been sent regarding changes in the Notice and Explanatory Statement.

A copy of detailed corrigendum is enclosed herewith. The said corrigendum is also being published in the respective newspapers and also being uploaded on the website of the Company. Except as detailed in the attached corrigendum and the earlier corrigendum, all other items of the Postal Ballot Notice along with Explanatory Statement dated April 15, 2024, shall remain unchanged. This Corrigendum will also be available on the Website of the Company at https://www.uravilamps.com/index.html. Please note that on and from the date hereof, the Postal Ballot Notice dated April 15, 2024 shall always be read collectively with this and previous corrigendum.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we kindly request you to take into record the above submissions and the attached Corrigendum.

Kindly take the same on your records.

For and on behalf of Uravi T and Wedge Lamps Limited

KAUSHIK DAMJI Digitally signed by KAUSHIK DAMJI GADA GADA Date: 2024.04.30 22:09:44 +05'30'

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Kaushik Damji Gada Whole-time Director & CFO

DIN: 00515876 Place: Mumbai

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CORRIGENDUM TO THE POSTAL BALLOT NOTICE DATED 15[th] APRIL, 2024

To,

The Shareholders of URAVI T and Wedge Lamps Limited.

Uravi T and Wedge Lamps Limited (“Company”) had issued a Postal Ballot Notice dated 15[th] April, 2024 together with the explanatory statement to the shareholders of the Company, pursuant the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification or re-enactment thereof, for the time being in force), Secretarial Standard on General Meetings (‘SS-2’), and other applicable laws and regulations, for seeking approval of shareholders of the Company by way of special resolutions through remote e-voting by way of postal ballot process.

This corrigendum is being issued in continuation of the postal ballot notice dated 15[th] April, 2024 and earlier corrigendum dated 19[th] April, 2024 to the shareholders of the Company to provide additional details in the explanatory statement of the said postal ballot notice.

We would like to draw the attention of all the shareholders of the Company towards the Proposed resolution and the explanatory statement forming part of the postal ballot notice and circulated to the shareholders of the Company on 17[th] April, 2024. The Board of Directors of the Company had approved the postal ballot notice on 15[th] April, 2024 for Issuance of Equity Share Warrants on Preferential Basis

The Existing Content shall stand replaced with the Replaced Content

1. Point No. 5 of the Explanatory Statement will be read as “The proposed Preferential Issue of Warrants shall be an aggregate amount of INR Rs 49,50,00,000 (Rupees forty-nine crore fifty lakhs only) (assuming rights attached to all Warrants are fully exercised)

2. In Point No. 8 of explanatory statement, Holding % of Mr. Dhaval Vijay Shah will be read as below:

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Sr. No.	Name of the Investor	No. of Share Warrants	Percentage of capital held before the preferential issue by the allottee	Percentage of post preferential ofer capital that may be held by the allottee*	Category
2.	Mr. Dhaval VijayShah	4,50,000	0.059%	3.65%	Non- Promoter

In Point No. 16 of the Explanatory Statement Post Holding % of Mr. Dhaval Vijay Shah will be read as 3.65%.

1. In Point No. 11 of explanatory statement, the Company is providing following additional information for kind attention of the members of the Company for better clarity:

The Company is proposing to raise funds to meet several objectives. Primarily, this investment is necessary for the following:

a . repayment of our existing loans – 10% of the allocated sum will be dedicated to the repayment of loans. Company has entered into various financing arrangements with banks, which include term loans and working capital facilities, including fund based and non-fund based borrowings. Company proposes to utilise an estimated amount towards full or partial repayment or pre-payment of all or a portion of the principal amount on certain loans availed by our Company and the accrued interest thereon in the case of certain loans availed by our Company.

b. facilitating inorganic growth opportunities – Approximately 60% of the funds derived from the aforementioned preferential allotment will be allocated towards fostering inorganic growth initiatives, encompassing the acquisition of investments in external entities.

c. funding capital expenditures for expansion – Approximately 15% of the preferential allotment will be earmarked for capital expenditures aimed at expansion initiatives.

d. Catering to general corporate and working Capital requirement – Approximately 15% of the allotment will be allocated towards working capital requirements and general corporate purposes.

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Considering the dynamic macro and micro economic factors and the changing business financial needs, the Company has considered fit to an allowable range gap. Given prevailing market conditions, specific requirements and further to accommodate potential fluctuations in the market, the provided estimates offer a pragmatic approximation. The provided estimates represent a realistic approximation, with an allowable range gap of no more than plus or minus 10% of the specified amount for each designated purpose within the issue size.

1. In Point No. 13 of explanatory statement, the pre & post shareholding will be read as below

Sr. No.	Category	Pre-Issue		Post Issue
		No. of shares held	% of shareholdi ng	No. of shares held#	% of shareh olding
A	Promoters’ Holding
1.	Indian:
	Individuals	52,56,800	47.79	52,56,800	42.05
	Bodies Corporate	27,43,200	24.94	27,43,200	21.95
	Sub Total	80,00,000	72.73	80,00,000	64
2.	Foreign Promoters	0	0	0	0
	Sub Total (A)	80,00,000	72.73	80,00,000	64
B	Non-Promoters’ Holding
1.	Institutional Investors	0	0	0	0
2.	Non-Institutions:	0	0	0	0
3.	Private Corporate Bodies	0	0	0	0
4.	Directors and Relatives	0	0	0	0
5.	Indian Public	21,88,083	19.89	34,88,083	27.90
6.	Others (Including NRIs, Bodies Corporate, Clearing Members)	8,11,917	7.38	10,11,917	8.09

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	Sub-Total (B)	30,00,000	27.27	45,00,000	36
	TOTAL (A+B)	1,10,00,000	100	1,25,00,000	100

1. Point No. 15 of the explanatory statement will be read as below, Adjustments for Warrants:

In the event, the Issue Price and the number of Equity Shares to be allotted on exercise of the Warrant shall be subject to appropriate adjustments, as per Regulation 166 of SEBI (ICDR) Regulations as permitted under applicable rules, regulations and laws as applicable from time to time.

The revised valuation report received from the registered valuer, ValuGenius Advisors LLP, in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, 2018 is available on the website of the Company at www.uravilamps.com

The Corrigendum will also be available on the website of the Company at www.uravilamps.com National Securities Depository Limited at www.evoting.nsdl.com and on the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange Limited at www.nseindia.com.

This corrigendum should be read in continuation of and in conjunction with the earlier Corrigendum and the Postal Ballot notice.

The earlier corrigendum the following content was replaced:

1. The revised ‘minimum issue price’/ ‘issue price’ of the said equity share warrants replaced from Rs. 300/- (Rupees three hundred only) to Rs. 330/- (Rupees three hundred and thirty only).

2. Point No. 2 of the explanatory statement be read as Up to 15,00,000 Warrants, convertible into 15,00,000 equity shares of face value of Rs. 10/- each, to be issued at a minimum issue price of INR 330/- per Share Warrant (including premium of INR 320 on face value) (“Minimum Issue Price”)

3. Point No. 3 of the explanatory statement be read as, The per share warrant price is determined on the basis of the valuation report received from the registered valuer, ValuGenius Advisors LLP, in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, 2018

All other contents of the said notice, save and except as amended/ modified by this Corrigendum and the earlier Corrigendum, shall remain unchanged.

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For and on behalf of Uravi T and Wedge Lamps Limited

Sd/-

Kaushik Damji Gada Whole-time Director & CFO DIN: 00515876 Place: Mumbai

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