Purpose of Postal Ballot

The Company is seeking shareholder approval for a Material Related Party Transaction (RPT) via an Ordinary Resolution. The resolution is for "availing of material related party transaction with respect to availing of loans from the related parties of the company."

Key Quantitative Figures

The total proposed loan amount is ₹6,00,00,000 (Rupees Six Crores Only). This is to be availed in equal parts of ₹2 crore each from the following three related parties:

1. Mr. Niraj Gada (Managing Director and CEO)

2. Mr. Kaushik Gada (Whole-time Director and CFO)

3. Mr. Shlok Gada (Whole-Time Director)

Terms of the Proposed Loans

  • Type: Unsecured loans/advances
  • Individual Amount: ₹2,00,00,000 per related party
  • Aggregate Amount: ₹6,00,00,000
  • Tenure: 60 months
  • Maturity/Due Date: October 2031
  • Interest Rate: 8.15% per annum

Stated Rationale and Purpose

The funds raised through these loans are intended to be deployed by providing financial assistance (via loan or investment) to the Company's wholly-owned UK subsidiary, Bharat Technology Limited. This subsidiary currently holds a 40% equity stake in Spafax International Holdings Limited. The financial assistance is to facilitate Bharat Technology's acquisition of the remaining 60% stake in Spafax, aligning with the Company's business expansion and strategic objectives.

Regulatory Context and Materiality

The proposed transaction constitutes a Material Related Party Transaction under Regulation 23 of the SEBI LODR Regulations, 2015, as the aggregate value of the proposed transactions with each related party, combined with other transactions entered into with them during the financial year, exceeds the prescribed materiality threshold. Consequently, shareholder approval via an Ordinary Resolution is mandatory. As per Regulation 23(4), the related parties (the three Gada directors) will not be entitled to vote on this resolution.

Governance Process

The proposed transaction has already been reviewed and recommended by the Company's Audit Committee and approved by the Board of Directors in their meetings. The Audit Committee also reviewed certificates from Mr. Niraj Gada and Mr. Kaushik Gada as required under RPT Industry Standards.

Historical Transactions with Related Parties (FY 2025-26)

  • Mr. Niraj Gada: Total transactions amounted to ₹4.82 crore, including Director Remuneration (₹95.83 lakh), expense reimbursement (₹27.93 lakh), loan borrowing (₹1.19 crore), and loan repayment (₹2.40 crore).
  • Mr. Kaushik Gada: Total transactions amounted to ₹1.35 crore, including Director Remuneration (₹51.60 lakh), expense reimbursement (₹20.56 lakh), loan borrowing (₹32.50 lakh), and loan repayment (₹30.78 lakh).
  • Mr. Shlok Gada: Total transactions amounted to ₹19.74 lakh, comprising Director Remuneration (₹14.28 lakh) and expense reimbursement (₹5.46 lakh).

Current Year Transactions (Apr-Sep 2026)

  • Mr. Niraj Gada: Total transactions of ₹3.09 crore, including remuneration (₹47.91 lakh), expenses (₹10.81 lakh), and loan borrowing (₹2.50 crore).
  • Mr. Kaushik Gada: Total transactions of ₹3.52 crore, including remuneration (₹25.80 lakh), expenses (₹25.12 lakh), loan borrowing (₹3.00 crore), and a small loan repayment (₹1.25 lakh).
  • Mr. Shlok Gada: Total transactions of ₹3.55 crore, including remuneration (₹7.65 lakh), expenses (₹2.92 lakh), and loan borrowing (₹3.44 crore).

The disclosure notes there have been no defaults by the related parties on any previous obligations.

Financial Impact and Metrics

  • The value of the proposed transaction represents 0.39% of the Company's annual consolidated turnover for the immediately preceding financial year.
  • Debt to Equity Ratio Impact: The Company's debt-to-equity ratio is projected to increase from 0.46 (pre-transaction) to 1.00 (post-transaction) based on the last audited financial statements.
  • Debt Service Coverage Ratio (DSCR) Impact: The DSCR is projected to change from 1.58 (pre-transaction) to 1.68 (post-transaction).

Postal Ballot and E-Voting Details

  • Cut-off Date: Friday, October 23, 2026. Members registered as of this date are eligible to vote.
  • E-Voting Period: Commences on Friday, October 30, 2026, at 9:00 AM IST and concludes on Saturday, November 28, 2026, at 5:00 PM IST.
  • Service Provider: National Securities Depository Limited (NSDL) has been engaged to provide the remote e-voting facility.
  • Scrutinizer: Mr. Dhirendra Maurya (Proprietor of M/s D Maurya and Associates, Practicing Company Secretaries) has been appointed to scrutinize the voting process.
  • Result Declaration: The results will be declared on or before Tuesday, December 1, 2026 (within two working days of the e-voting conclusion). Results will be communicated to the stock exchanges (BSE and NSE) and uploaded on the Company's website (www.uravilamps.com) and NSDL's website (www.evoting.nsdl.com).

Other Information

  • The notice is being sent electronically only to members whose email addresses are registered.
  • The explanatory statement, which includes the detailed rationale and historical transaction data, forms part of the notice.
  • The company's Compliance Officer is Amita Panchal, Company Secretary.

#Tags: #UraviDefence #RelatedPartyTransaction #SEBILODR #PostalBallot #RegulatoryCompliance #Neutral