Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Univa Foods Limited

Purpose and Nature of the Disclosure

This document serves as the official notice for the 35th Annual General Meeting (AGM) of Univa Foods Limited, issued in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Its primary purpose is to inform shareholders of the meeting agenda and provide detailed instructions for participation and voting.

Date, Location, and Type of Meeting

The 35th Annual General Meeting is scheduled to be held on Saturday, 26th September, 2026 at 04:00 P.M. (IST). The meeting will be conducted entirely through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The Registered Office of the Company at B-702, 7th Floor, Neelkanth Business Park, Kirol Village, Near Bus Depot, Vidyavihar (W), Mumbai – 400086, is deemed to be the venue of the AGM.

Summary of Proposed Resolutions and Their Implications

The AGM will transact both Ordinary and Special Business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon.

2. To re-appoint Mr. Deepak Babulal Kharwad (DIN: 08134487) as a Director, who retires by rotation and is eligible for re-appointment.

SPECIAL BUSINESS:

3. Appointment of Mr. Pravin Chauhan (DIN: 11439345) as a Director of the Company (proposed as an Ordinary Resolution). He was appointed as an Additional Director effective March 11, 2026.

4. Appointment of Mr. Pravin Chauhan as Managing Director of the Company for a period of five years, from March 11, 2026, to March 10, 2031 (proposed as a Special Resolution). The explanatory statement notes that no remuneration is presently proposed for this role.

5. Appointment of Mr. Jignesh Keshav Barot (DIN: 08184643) as a Non-Executive Independent Director for a five-year term from April 2, 2026, to April 1, 2031 (proposed as a Special Resolution).

6. Appointment of Ms. Rinku Saini (DIN: 11059678) as a Non-Executive Independent Director for a five-year term from April 2, 2026, to April 1, 2031 (proposed as a Special Resolution).

The implications involve significant changes to the company's board composition and leadership, strengthening governance with the addition of two new Independent Directors and formalizing the Managing Director's role.

Voting Process and Methods Used

The Company is providing a facility of remote e-voting as well as e-voting during the AGM through Video Conferencing, in accordance with Section 108 of the Companies Act, 2013 and Regulation 44 of the SEBI LODR Regulations.

  • Remote e-voting period: Begins on Wednesday, September 23, 2026, at 09:30 A.M. (IST) and ends on Friday, September 25, 2026, at 05:00 P.M. (IST).
  • Cut-off date for determining voting rights: Saturday, September 19, 2026. Shareholders on the Register of Members or as Beneficial Owners as of this date are entitled to vote.
  • Agency: Central Depository Services (India) Limited (CDSL) is the authorized agency for facilitating the e-voting process.
  • Methods for e-voting: Detailed instructions are provided for:
  • Individual shareholders holding shares in demat mode (via CDSL/NSDL systems).
  • Shareholders holding shares in physical mode and non-individual shareholders in demat mode (via CDSL's website www.evotingindia.com).
  • Voting during the AGM: Members attending the AGM via VC/OAVM who have not voted remotely may vote during the meeting using the same e-voting system.

Key Voting Outcomes

This notice announces the meeting and resolutions; therefore, the actual voting outcomes will be determined at the AGM and disclosed subsequently. The notice provides the framework for the voting process but does not contain results.

Participation Breakdown and Scrutinizer's Role

  • Scrutinizer: Mr. Ajay Yadav, Proprietor of Ajay Yadav & Associates, Practising Company Secretaries (Membership No. A75958, CP No. 27919), has been appointed to conduct the remote e-voting and e-voting process in a fair and transparent manner. He can be contacted at csaj.associates74@gmail.com.
  • Participation in AGM: The facility for participation through VC/OAVM will be available to at least 1,000 Members on a first-come-first-served basis. This restriction does not apply to large shareholders (holding 2% or more), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Auditors, etc.
  • Attendance for Quorum: The attendance of Members through VC/OAVM will be counted for ascertaining the quorum under Section 103 of the Companies Act, 2013.

Confirmation of Compliance

The notice confirms compliance with various regulations:

  • The meeting is convened pursuant to the Companies Act, 2013, the rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • The virtual meeting format follows the Ministry of Corporate Affairs (MCA) General Circular No. 03/2025 dated September 22, 2025, and earlier circulars.
  • The notice and annual report are being sent electronically as per Regulation 36(1)(b) of the SEBI LODR.
  • The voting process adheres to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014.

Names and Roles of Signatories

The notice is issued by:

  • Deepak Babulal Kharwad, Chairperson and Director (DIN: 08134487), on behalf of the Board of Directors of Univa Foods Limited.

Other Relevant Information

  • No Proxy Facility: As the meeting is virtual, the facility for appointment of proxies is not available.
  • Shareholder Queries: Members who wish to speak or ask questions during the AGM were required to register by sending a request to univafoods@gmail.com by Saturday, September 12, 2026.
  • Document Availability: The Notice and the Annual Report for FY 2025-26 are available on the company's website (www.univafoods.co.in), the websites of BSE and NSE, and the CDSL website (www.evotingindia.com).
  • RTA: The Registrar and Share Transfer Agent is MUFG Intime India Private Limited.
  • Explanatory Statement: A detailed explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 is provided, outlining the rationale and details for the special business items (Item Nos. 3 to 6), including profiles of the directors seeking appointment.