Uravi Defence and Technology Limited — Proxy Solicitation & Information Statement 2025

Jan 10, 2025

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Date: Friday, 10 January 2025

To, To, National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, G Block, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra (East), Mumbai - 400 051. Dalal Street, Fort, Mumbai – 400001. NSE Symbol: URAVI Scrip Code: 543930 Through NEAPS Portal Through BSE Listing Centre

Subject: Submission of Postal Ballot Notice

Dear Sir/ Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of Postal Ballot Notice for seeking approval of the members of the Company for the following: -

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Sr. No. Particulars Resolution Type
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Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of Postal Ballot Notice for seeking approval of the members of the Company for the following: -	Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of Postal Ballot Notice for seeking approval of the members of the Company for the following: -	Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of Postal Ballot Notice for seeking approval of the members of the Company for the following: -
Sr. No. Particulars Resolution Type
1	Approval of appointment and remuneration of Mr. Shlok Kaushik Gada (DIN: 10842154) as Whole Time Director	Special Resolution

In compliance with applicable General Circulars issued by the Ministry of Corporate Affairs, Government of India and SEBI, the Postal Ballot notice has been sent only through electronic mode to those members whose e-mail addresses were registered with the Company/Depositories and whose names were recorded in the Register of Members/ Register of Beneficial Owners as on the Cut-off date i.e. Friday, January 03, 2025.

The Company has engaged the services of National Securities Depository Limited to provide remote e-voting facility to enable the members to cast their votes electronically. The remote e-voting period shall commence from Saturday, January 11, 2025, at 9.00 A.M. (IST) and shall conclude on Sunday, February 09, 2025, at 5.00 P.M. (IST). Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date. The shareholders are required to communicate their assent or dissent through the remote e-voting system only.

The Postal Ballot notice is also available on the Company’s website at https://www.uravilamps.com . Kindly take this information on your records and acknowledge the receipt.

Thanking You. Kindly take the same on your records.

For and on behalf of Uravi Defence and Technology Limited (Formerly known as Uravi T and Wedge Lamps Limited)

KAUSHIK Digitally signed by KAUSHIK DAMJI DAMJI GADA Date: 2025.01.10 GADA 21:02:43 +05'30'

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

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NOTICE OF POSTAL BALLOT

(Pursuant to Section 108, Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 (1) of the Companies (Management and Administration) Rules, 2014, as amended)

Dear Member(s),

NOTICE is hereby given to the members of Uravi Defence and Technology Limited (Formerly known as “Uravi T and Wedge Lamps Limited”)(the ‘ Company ’) that in terms of the provisions of Section 110 and other applicable provisions of the Companies Act, 2013 [including any statutory amendment(s), modification(s) and/ or re-enactment(s) thereof for the time being in force] read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and in compliance with General Circular No. 14/2020 dated 8 April 2020, No. 17/2020 dated 13 April 2020, No. 22/2020 dated 15 June 2020, No. 33/2020 dated 28 September 2020, No. 39/2020 dated 31 December 2020, No. 10/2021 dated 23 June 2021, No. 20/2021 dated 8 December 2021, No. 03/2022 dated 5 May 2022, No. 11/2022 dated 28 December 2022, No. 09/2023 dated 25 September 2023 and No. 09/2024 dated 19 September 2024 issued by the Ministry of Corporate Affairs (hereinafter referred to as ‘ MCA ’) for holding general meetings/conducting postal ballot (hereinafter collectively referred to as ‘ MCA Circulars ’), applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as ‘ SEBI Listing Regulations ’) and relevant circulars issued by the Securities and Exchange Board of India in this regard, Secretarial Standard on General Meetings (hereinafter referred to as ‘ SS-2 ’) issued by ‘The Institute of Company Secretaries of India’ and subject to such other laws, rules and regulations, as applicable, the Company is seeking consent of its members for the proposed Resolutions as set-out hereinbelow, by way of Postal Ballot through remote e-voting facility.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is only through electronic mode to those members whose being sent e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

An explanatory statement pursuant to Section 102 and other applicable provisions, if any, of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors, by circular resolution circulated on January 09, 2025, and passed on January 09, 2025, has appointed Mr. Dhirendra Maurya (CP No. 9594), Proprietor of M/s D Maurya and Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot voting process in a fair and transparent manner.

The remote e-voting period commences from 9.00 a.m. (IST) on January 11, 2025, and ends at 5.00 p.m. (IST) on February 09, 2025. The Scrutinizer will submit the report to the Chairperson of the Company, or any person authorized by him upon completion of the scrutiny of the votes

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cast through remote e-voting. The results of the Postal Ballot will be announced on or before 5.00 p.m. (IST) on February 10, 2025.

The said results along with the Scrutinizer’s Report would be intimated to the National Stock Exchange Limited and Bombay Stock Exchange Limited where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website https://www.uravilamps.com and on the website of National Securities Depository Limited (“NSDL”) www.evoting.nsdl.com.

SPECIAL BUSINESS:

ITEM No.1

Approval of appointment and remuneration of Mr. Shlok Kaushik Gada (DIN: 10842154) as Whole Time Director:

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

“RESOLVED THAT pursuant to provisions of Sections 152, 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Articles of Association of the Company and the recommendation of the Nomination and Remuneration Committee and approval of Board of Directors, the consent of Shareholders be and is hereby accorded to appoint Mr. Shlok Kaushik Gada as the Whole-Time Director of the Company for a period of five years with effect from 20[th] November, 2024 till 19[th] November, 2029 and whose office shall be liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 188, 196, 197, 198, 200 & 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force) and Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Articles of Association of the Company and the recommendation of the Nomination and Remuneration Committee, the Audit Committee and Board of Directors, the consent shareholders is hereby accorded for fixing remuneration up to a maximum amount of INR 10 lakhs (Indian Rupees Ten Lacs Only) per annum for a period of three years from the date of appointment i.e. 20[th] November 2024 which shall be payable to Mr. Shlok Kaushik Gada (DIN:10842154), Whole-Time Director of the Company (“WTD”) and the terms and conditions(including remuneration) of his appointment shall be as per his existing

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terms and conditions of appointment (including any bonuses, annual increments and perquisites including any allowable reimbursements) with liberty and authority to the Managing Director to modify, alter, vary the same in accordance with the HR policy of the Company and within the scope of the provisions of the Act.

RESOLVED FURTHER THAT the aforesaid approved remuneration shall be paid as minimum remuneration, notwithstanding that in any of the three financial years as approved above, there is any inadequacy of profit, in accordance with the provisions of schedule V of the Companies Act, 2013, as may be amended from time to time and/or is excess of the limits specified under Regulation 17(6)(e) of the Listing regulations.

RESOLVED FURTHER THAT any Director or the Key Managerial Personnel of the Company, be and is hereby authorized on behalf of the Company, to do all such acts, deeds, matters and things as deem necessary, proper, or desirable and to sign and execute all necessary documents, applications and returns for effectuating the aforesaid resolution.”

NOTES AND INSTRUCTIONS

1. The relevant Statement pursuant to the provisions of Sections 102(1) and 110 of the Companies Act, 2013 (the ‘ Act ’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘ SEBI Listing Regulations ’) and Secretarial Standard on General Meetings (‘ SS-2 ’) setting-out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘ Notice ’).

2. As per Section 110 and other applicable provisions of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended and guidelines prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meetings/ conducting postal ballot, vide General Circular No. 14/2020 dated 8 April 2020, No. 17/2020 dated 13 April 2020, No. 22/2020 dated 15 June 2020, No. 33/2020 dated 28 September 2020, No. 39/2020 dated 31 December 2020, No. 10/2021 dated 23 June 2021, No. 20/2021 dated 8 December 2021, No. 03/2022 dated 5 May 2022, No. 11/2022 dated 28 December 2022, No. 09/2023 dated 25 September 2023, and No. 09/2024 dated 19 September 2024 (hereinafter collectively referred to as ‘ MCA Circulars ’), this Notice is being sent only by e-mail to the members, whose e-mail ID is registered with the Company or with the National Securities Depository Limited (‘ NSDL ’)/ Central Depository Services (India) Limited ( ‘CDSL ’) (hereinafter collectively referred to as ‘ Depositories ’) and whose names appear in the Register of Members maintained by the Company/ list of Beneficial Owners as received from the Depositories as of Friday, January 03, 2025 (‘Cut-off Date’).

3. It is clarified that all members of the Company as on the Cut-off Date (including those members who may not have received this Notice due to non-registration of their e-mail ID

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with the Company or the Depositories) shall be entitled to vote on the Resolution(s) in accordance with the process specified in this Notice.

1. The members may note that this Notice will also be available on the Company’s website at https://www.uravilamps.com/ websites of the Stock Exchanges i.e. BSE Limited (‘ BSE ’) and National Stock Exchange of India Limited (‘ NSE ’) at www.bseindia.com and www.nseindia.com , respectively and NSDL at https://www.evoting.nsdl.com , being the agency providing the remote e-voting facility.

2. The MCA has taken a ‘Green Initiative in Corporate Governance’ by allowing companies to send documents to their members in electronic mode. To support this green initiative and to receive communication from the Company in electronic mode, members who have not registered their e-mail ID and are holding equity shares in physical mode are requested to contact Bigshare Services Pvt. Ltd, the Registrar and Share Transfer Agent of the Company (‘ Bigshare ’ / ‘ RTA ’) and register their e-mail ID. Members holding equity shares in demat mode are requested to contact their respective Depository Participants (‘ DPs ’) for the same.

3. Members holding equity shares in demat mode are requested to provide their PAN, Bank details and intimate changes, if any, pertaining to their name, postal address, e-mail ID, telephone and mobile number, nomination, power of attorney, bank details (bank account number, bank and branch name and address, IFSC and MICR code) to their respective DPs. Changes intimated to the DPs will automatically be reflected in the Company’s record which will help the Company/ RTA to provide efficient and better services.

4. Members holding equity shares in physical mode are also requested to provide the aforesaid information/ intimate such changes, if not already submitted/ intimated to the Company/ RTA under the signatures of the first/ joint holder(s), by submitting (i) scanned copy of the signed request letter which contains the shareholder’s name, folio number, bank details (bank account number, bank and branch name and address, IFSC and MICR code); (ii) self-attested copy of the PAN card; and (iii) cancelled cheque leaf, by sending a communication to RTA.

5. Members holding equity shares in physical mode, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates for consolidation of their holding in one folio. A consolidated share certificate will be issued to such members free of cost after making requisite changes.

6. Documents referred to in Note No. 7 and 8 above, may be sent to Bigshare Services Pvt. Ltd , at its office at Office No S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai, India - 400093. The contact details of the RTA are:

Toll Free No. (*): 1800 22 55 33 E-mail: investor@bigshareonline.com; Website: https://www.bigshareonline.com/

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Contact Person: Rajesh Contact No.:+917045454392

Big Share is also the depository interface of the Company with both the Depositories.

1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from 1st April, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company at their Register office address at Shop No. 329 Avior, Nirmal Galaxy, L.B.S Marg Mulund West, Mumbai City, Mumbai, Maharashtra, India, 400080, Email: info@uravilamps.com or the Company’s Registrar and Transfer Agent, M/s Bigshare Services Pvt. Ltd, the Company’s “RTA”) at Office No S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai, India - 400093, Email: investor@bigshareonline.com or refer FAQs available on RTA’s website for assistance in this regard.

2. Institutional shareholders (i.e. other than Individuals, Hindu Undivided Family, NonResident Indians) are required to send a scanned copy (PDF/ JPG Format) of their board resolution/ authority letter/ power of attorney etc., authorizing their representative to participate through remote e-voting. The said resolution/ authority letter/ power of attorney etc. shall be sent to the Scrutinizer(s) by e-mail through their registered e-mail ID at maurya.dhirendra@gmail.com with a copy to evoting@nsdl.co.in .

3. Voting rights will be reckoned on the paid-up value of equity shares registered in the name(s) of the members as on the Cut-off Date. Only those members whose names are recorded in the Register of Members of the Company or in the list of Beneficial Owners received from the Depositories as on the Cut-off Date will be entitled to cast their vote by remote e-voting. A person who is not a member as on the Cut-off Date should treat this Notice for information purpose only.

4. Dispatch of the Notice shall be deemed to be completed by January 10, 2025.

5. Remote e-voting will commence on January 11, 2025, at 9.00 A.M. (IST) and end on February 09, 2025, at 5.00 P.M. (IST) .

6. The Company has appointed Mr. Dhirendra Maurya, (CoP No: 9594) Proprietor of M/s D Maurya and Associates, Practicing Company Secretaries as scrutinizer to scrutinize the e- voting process in a fair and transparent manner. They have given their consent for such appointment.

7. The Scrutinizer(s) shall submit their Report within two working days of the conclusion of the remote e-voting to the Chairman/ Managing Director/ Company Secretary, who shall countersign and declare the result of the voting forthwith. The Resolution(s), if passed by the requisite majority, shall be deemed to have been passed at a duly convened general meeting.

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1. The Resolution(s), if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for remote e-voting i.e. February 09, 2025 .

2. The result of the Postal Ballot along with the Scrutinizers’ Report will also be placed on the Company’s website at https://www.uravilamps.com and on the website of NSDL at https://www.evoting.nsdl.com . The Company shall simultaneously forward the result to NSE and BSE, where the equity shares of the Company are listed.

3. SEBI vide its Circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/14 dated 11th August 2023, has introduced Online Dispute Resolution (ODR), which is in addition to the existing SCORES platform which can be utilized by the investors and the Company for dispute resolution. Please note that the investors can initiate dispute resolution through the ODR portal only after exhausting the option to resolve dispute with the Company and on the SCORES platform. The ODR portal can be accessed at https://smartodr.in/login/login and also on the Company’s Website at https://www.uravilamps.com.

4. Electronic copies of all the documents referred to in the Notice and the Statement shall be made available for inspection. Shareholders will be able to inspect all documents referred to in the Notice electronically without any fee from the date of circulation of this Notice till the period of conclusion of the remote e-voting. Members seeking inspection of such documents can send an e-mail to info@uravilamps.com.

5. The details in terms of SEBI Listing Regulations and other applicable provisions of the Act (including SS-2) are annexed hereto and forms part of this Notice.

INSTRUCTIONS FOR REMOTE E-VOTING

In compliance with the provisions of Section 108, 110 and other applicable provisions of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations read with Master Circular dated 11 July 2023 issued by SEBI on e-voting facility provided by Listed Entities and SS-2, members are provided with the facility to cast their vote electronically, through the e- voting services provided by NSDL on the Resolutions set-forth in this Notice of Postal Ballot, through remote e-voting only.

I. Information relating to remote e-voting:

• i. Day, date and time of commencement of voting through electronic means: January 11, 2025 at 9.00 A.M. (IST).

• ii. Day, date and time of end of voting through electronic means beyond which voting will not be allowed: February 09, 2025, at 5.00 P.M. (IST) .

• iii. Instructions relating to remote e-voting:

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

The way to vote electronically on NSDL e-voting system consists of ‘Two Steps’ which are mentioned below:

Step 1: Access to NSDL e-voting system

A) Login method for e-voting for Individual shareholders holding equity shares in demat mode

Pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP), thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.

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

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Type of Login Method
shareholder
s
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Type of shareholder s Login Method	Type of shareholder s Login Method
Individual Shareholders holding equity shares in demat mode with NSDL	1.Existing IDeAS usercan 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 ore-voting service provider i.e. NSDLand you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period. 2.If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select ‘Register Online for IDeAS Portal’ or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3. Visit the e-voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon ‘Login’which is available under‘Shareholder/ Member’section. A new screen

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		will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository website wherein you can see e-voting page. Click on company name ore-voting service provider i.e. NSDLand you will be redirected to e- voting website of NSDL for casting your vote during the remote e-voting period. 4. Shareholders/ Members can also download NSDL Mobile App ‘NSDL Speede’ facility by scanning the QR code mentioned below for seamless voting experience.	will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository website wherein you can see e-voting page. Click on company name ore-voting service provider i.e. NSDLand you will be redirected to e- voting website of NSDL for casting your vote during the remote e-voting period. 4. Shareholders/ Members can also download NSDL Mobile App ‘NSDL Speede’ facility by scanning the QR code mentioned below for seamless voting experience.
	Individual Shareholders holding equity shares in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi/ Easiest facility, can login through their existing User ID and Password. Option will be made available to reach e-voting page without any further authentication. The users to login Easi/ Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then use your existing Myeasi username & password. After successful login, the Easi/ Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period. Additionally, there are also links provided to access the system of all e-voting service providers, so that the user can visit the e-voting service providers’website directly. If the user is not registered for Easi/ Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN from e-voting link available on www.cdslindia.comhome page. The system will authenticate the user by

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				sending OTP on registered mobile number and e-mail ID as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting service providers.
	Individual Shareholders (holding equity shares in demat mode)login through their depository participants		You

Important note : Members who are unable to retrieve User ID/ Password are advised to use ‘Forget User ID’ and ‘Forget Password’ option available at the above-mentioned website.

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

Login type	Helpdesk details
Individual Shareholders holding equity sharesin demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding equity sharesin 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 toll free no. 1800 22 55 33

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

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

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/ Member’ section.

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1. A new screen will open. You will have to enter your User ID, your Password/ OTP and a Verification Code as shown on the screen.

2. Alternatively, if users are registered for NSDL e-services i.e. IDeAS, they can log-in at https://eservices.nsdl.com/ with their existing IDeAS login. Once users log-in to NSDL e-services after using their log-in credentials, click on e-voting and they can proceed to Step 2 i.e. Cast their vote electronically.

3. User ID details are given below:

er ID details are given below:
Manner of holding equity shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
For members who hold equity sharesin demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if the DP ID is IN300 and Client ID is 12 then the user ID is IN30012**
For members who hold equity sharesin demat account with CDSL.	16 Digit Beneficiary ID For example, if the Beneficiary ID is 12** then the user ID is 12**
For members holding equity sharesin Physical Mode.	EVEN Number followed by Folio Number registered with the Company. For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:

• a) If user is already registered for e-voting, then they can use their existing password to login and cast their vote.

• b) If user is using NSDL e-voting system for the first time, they will need to retrieve the ‘initial password’ which was communicated to them. Once a user retrieves the ‘initial password’, they need to enter the ‘initial password’ and the system will ask them to change password.

• c) How to retrieve the ‘initial password’?

• (i) If a users’ e-mail ID is registered in the demat account or with the Company, the ‘initial password’ is communicated on the e-mail ID. Trace the e-mail sent from NSDL in the mailbox. Open the e-mail and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or

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folio number for equity shares held in physical mode. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If the users’ e-mail ID is not registered, please follow steps mentioned below ‘ **in process for those shareholders whose e-mail ID is not registered** ’.

1. If a user is unable to retrieve or has not received the ‘Initial password’ or has forgotten the password:

2. a) Click on ‘ Forgot User Details/ Password ?’ (If one is holding equity shares in their demat account with NSDL or CDSL), option available on www.evoting.nsdl.com.

3. b) ‘ Physical User Reset Password ?’ (If one is holding equity shares in physical mode), option available on www.evoting.nsdl.com.

4. c) If one is still unable to get the password by the aforesaid two options, one can send a request at evoting@nsdl.co.in mentioning their demat account number/folio number, PAN, name and registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the vote on the e-voting system of NSDL.

6. After entering their password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

7. Now, the user will have to click on ‘Login’ button.

After clicking on the ‘Login’ button, Home page of e-voting will open.

Step 2: Casting of vote electronically on NSDL e-voting system.

How to cast a vote electronically on NSDL e-voting system?

1. After successful login at Step 1, one will be able to see all the companies ‘EVEN’ in which the user is holding equity shares and whose voting cycle is in active status.

2. Select ‘EVEN’ of company for which you wish to cast the vote during the remote e-voting period.

3. Now one is ready for e-voting as the voting page opens.

4. Cast vote by selecting appropriate options i.e. assent or dissent, verify/ modify the number of equity shares for which one wishes to cast their vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

5. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

6. One can also take the printout of the vote cast by clicking on the print option on the confirmation page.

7. Once a user confirms the vote on the Resolution, one will not be allowed to modify their vote.

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The remote e-voting period commences on January 11, 2025, at 9.00 A.M. (IST) and ends on February 09, 2025, at 5.00 P.M. (IST) . During this period, members of the Company, holding equity shares either in physical mode or in demat mode, as on the Cut-off Date i.e. January 03, 2025 , may cast their vote electronically by way of remote e-voting only. The remote e-voting module shall be disabled for voting thereafter. Once the vote on the Resolution is cast by the member, the member shall not be allowed to change it subsequently.

Process for those shareholders whose e-mail ID is not registered with the depositories for procuring user id and password and registration of e-mail ID for e-voting for the Resolution(s) set-out in this notice:

1. In case equity shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) by e- mail to info@uravilamps.com.

2. In case equity shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name of shareholder, client master or copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) to info@uravilamps.com. If you are an Individual shareholder holding equity shares in demat mode, you are requested to refer to the login method explained at Step 1(A) i.e. Login method for e-voting for Individual shareholders holding equity shares in demat mode .

3. Alternatively, shareholders/ members may send a request to evoting@nsdl.co.in for procuring User ID and Password for e-voting by providing above mentioned documents.

General Guidelines for shareholders

1. It is strongly recommended not to share the password with any other person and take utmost care to keep the password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/ Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, one may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Sanjeev Yadav at evoting@nsdl.co.in .

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND SECTION 110 OF THE COMPANIES ACT, 2013

Item No.1

The Members of the Company are informed that it is proposed to appoint Mr. Shlok Kaushik Gada (DIN: 10842154) as Whole Time Director of the company. Mr. Shlok Gada is the son of Mr. Kaushik Gada, the Whole Time Director and Chief Financial Officer of the company. Shlok Gada is an executive with more than 5 years of experience, coming from a business background, he has witnessed the growth of Uravi from the initial stages to the current stage. He joined Uravi as a purchase executive from 2019. Under the guidance of the founders, Mr. Niraj Gada & Mr. Kaushik Gada, he has learnt and mastered key subjects like pricing, negotiation, supply chain, inventory management, resource planning, logistics, supplier relationship, manpower management, financial forecasting and planning, operations. Currently, he is heading and leading the purchase department as well as supply chain and logistics for all units of Uravi.

Taking into consideration the association of Mr. Shlok Gada with the Company since a long time and his participation in day-to-day affairs of the Company, the Board of Directors of the Company was of the view that it would be appropriate to appoint him as the Whole Time Director of the Company, and whose office shall be liable to retire by rotation..

Accordingly, the Board of Directors of the Company at their meeting held on November 13, 2024, based on the recommendation of the Nomination and remuneration Committee and Audit Committee held on the same day, had approved the appointment of Mr. Shlok Kaushik Gada as an Additional Director designated as Whole Time Director for a term of five years with effect from date of approval of his Director Identification Number (DIN) or November 20, 2024, whichever was later. Accordingly, upon receipt of DIN, the effective date of his appointment became November 20, 2024.

The Board of Directors of the Company, accordingly, had given their approval of a maximum remuneration of Rs. 10,00,000/- (Rs. Ten Lakhs) per annum for three years with effect from the date of appointment i.e. November 20[th] , 2024, subject to Shareholders’ approval. The actual remuneration and other terms and conditions for the appointment of Mr. Shlok Gada shall be as per his existing terms and conditions of appointment with liberty and authority to the Managing Director to alter/modify the existing terms in accordance with the HR policy of the Company in accordance with the provisions of the Act and the rules made thereunder.

The approval of Shareholders is hereby sought to appoint Mr. Shlok Kaushik Gada (DIN: 10842154) as a Director of the Company in accordance with Section 152 of the Act and as a Whole Time Director of the Company in accordance with Section 196, w.e.f. November 20, 2024, for five years, until November 19, 2029.

Mr. Shlok Gada shall be entitled to receive remuneration within the aforesaid maximum limit notwithstanding the fact that there is an inadequacy of profits, in terms of Section 197, Schedule V of the Act read and/or the remuneration is in excess of the limits specified under Regulation 17(6)(e) of the Listing Regulations.

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Accordingly, as a measure of compliance, the proposed Appointment and approval of remuneration requires the approval of members by passing Special Resolution.

Disclosures pursuant to Schedule V, Part II, Section II of the Companies Act, 2013 of the Companies Act, 2013 read with Secretarial Standards on General Meetings (SS-2) pertaining to Mr. Shlok Kaushik Gada are given as below:

The Board recommends the passing of the resolution as a Special Resolution.

None of the Directors, Key Managerial Personnel of the Company or their relatives are deemed to be interested or concerned in the resolution except Mr. Niraj Damji Gada, Mr. Kaushik Damji Gada and Mr. Shlok Gada.

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Name of Director Mr. Shlok Kaushik Gada
DIN 10842154
Type Whole time Director
Date of Birth 22/06/2000
Age 24
Qualification Bachelor’s in management studies (Finance)
-
No. of Equity Shares held
Expertise in Specific Functional area Pricing, Negotiation, Supply Chain, Inventory
Management, Resource Planning, Logistics, Supplier
Relationship, Manpower Management, Financial
Forecasting and Planning, Operations
Brief resume of the Director Mr. Shlok Kaushik Gada has a bachelor’s degree in
management studies (Finance) having experience of
working in sectors such as operations and marketing.
He is currently leading the Purchase department and
Supply chain and Logistics in Uravi Defence and
Technology Limited.
Terms and Conditions As per his existing terms and conditions of
appointment (including any bonuses, annual
increments and perquisites including any allowable
reimbursements) with liberty and authority to the
Managing Director to modify, alter, vary the same in
accordance with the HR policy of the Company and
within the scope of the provisions of the Act.
Date of first appointment 20/11/2024
Directorships held in other Companies Nil
Particulars of Committee Chairmanship Nil
/ Membership held in other Companies
Relationship with other Directors Kaushik Gada – Father
inter-se Niraj Gada - Uncle
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Names of listed entities in which the Nil
person also holds the directorship
along with names of listed entities from
which the Director has resigned in the
last three years
No. of board meetings attended during 0
the financial year 2024-25
Remuneration sought to be paid Up to an amount of Rs. 10,00,000 per annum
Remuneration last paid NA
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Details pursuant to Schedule V, Part II, Section II of the Companies Act, 2013 of the Companies Act, 2013 Item No. 1 of the Notice of the Postal Ballot are as below:

I. General information of Company:

• a) Nature of Industry: Manufacturing Company.

• b) Date or expected date of commencement of Commercial Production: The Company commenced business from the date of its incorporation.

• c) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus : Not Applicable

• d) Financial performance based on given indicators:

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Particulars For the financial year ended 31 [st] March
2024 (In Lakhs)
Income 4,268.31
Less: Expenses 4,019.40
Profit/ (Loss) before tax 248.90
Less: Taxes 35.58
Profit after Tax 213.32
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e) Foreign investments or collaborations, if any : NIL as on current date

II. Information about the appointee and whose remuneration is sought to be approved:

• (1) Background details: Mr. Shlok Kaushik Gada is proposed to be appointed as Whole Time Director. He is the Son of Mr. Kaushik Gad and nephew of Mr. Niraj Gada. Mr. Shlok Kaushik Gada has a bachelor’s degree in management studies (Finance) and has experience of working in sectors such as operations and marketing. He is currently leading the Purchase department and Supply chain and Logistics in Uravi Defence and Technology

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Limited. .

• (2) Past remuneration

Year	2023-24	2022-23	2021-22
Remuneration Paid	NA	NA	NA

• *Mr. Shlok Gada was not appointed as Director on the Board during the aforesaid period financial year.

(3) Recognition or awards: NIL

• (4) Job profile and his suitability : Taking into consideration the association of Mr. Shlok Gada with the Company since a long time and his participation in day-to-day affairs of the Company, the Board of Directors of the Company was of the view that it would be appropriate to appoint him as the Whole Time Director of the Company.

• (5) Remuneration proposed: As given above

• (6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person: Mr. Shlok Gada, for his functional responsibility and performance, is being paid remuneration as per industry standards.

• (7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other director, if any: Mr. Shlok Kaushik Gada is son of Kaushik Damji Gada the Promoter, Whole Time Director and CFO of the Company. Mr. Kaushik Gada is the brother of Mr. Niraj Gada, who is the Managing Director of the Company. However, Mr. Shlok Gada does not hold any shares directly and indirectly in the Company.

III. Other information:

• (1) Reasons of loss or inadequate profits: The Company is approving this matter by way of a special resolution in order to enable payment of remuneration in case in any of the financial years, the profit of the Company is inadequate in accordance with Section 197 read with Schedule V of the Act.

• (2) Steps taken or proposed to be taken for improvement: The Company has taken steps to cut down on the cost of production as well as passing down the cost increase to its customers in a sustainable way. Further, the company is also expanding its operations in different sectors, which would enhance its chance of increasing profits. Further, the Company is also entering into the defense sector and has changed its name in congruence with the ongoing acquisition of SKL (India) Private Limited.

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• (3) Expected increase in productivity and profits in measurable terms: While the Company has been earning profits and has been seeing exponential growth, with the improvement in technology and the adoption of practices which would result in lower cost production and an increase in operational efficiency.

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