Ucal Ltd

AGM details

• AGM held on 29 September 2026 at 4:00 PM via video conferencing/OAVM.
• Record date for voting was 22 September 2026.
• Meeting concluded at 4:37 PM.

Resolutions

• Resolution 1: Ordinary - Adopt Audited Financial Statements for year ended 31 March 2026; approved.
• Resolution 2: Ordinary - Re-appointment of Mr. Abhaya Shankar; approved.
• Resolution 3: Special - Remuneration to Mr. Abhaya Shankar as Non-executive Director for FY2027-28; approved.
• Resolution 4: Ordinary - Ratify remuneration to Cost Auditor; approved.

Voting outcomes

• Resolution 1: 99.998% in favour; passed.
• Resolution 2: 99.995% in favour; passed.
• Resolution 3: 99.770% in favour; passed.
• Resolution 4: 99.995% in favour; passed.

Directors / Auditors

• Director Abhaya Shankar retires by rotation and seeks re-appointment.
• Cost Auditor remuneration ratified for the ensuing year.

AGM Details

• 40th AGM held on 29 Sep 2026 at 04:00 PM IST via VC/OAVM.
• Conducted in compliance with Companies Act 2013 and SEBI LODR.

Key Resolutions

• Ordinary: adopt audited financials for year ended Mar 31, 2026 and consolidated statements.
• Ordinary: appointment/re-appointment of Abhaya Shankar as director on rotation basis.
• Special: remuneration to Abhaya Shankar as Non-Executive Director for FY 2027-28.
• Ordinary: ratification of remuneration to the cost auditor.

Voting Status

• Remote e-voting completed; results to be intimated to stock exchanges within two working days and posted online.

Director Changes

• Abhaya Shankar to be re-appointed as Director.

Auditor Remuneration

• Remuneration payable to the cost auditor ratified.

Regulatory Update

• Show cause notice received from the Office of the Deputy Commissioner of State Tax, Maharashtra, on 25-09-2026.
• Discrepancies alleged in GST Audit for FY 2022-23 regarding excess ITC and reversal due to credit note.
• Penalty of Rs.87.62 Lakhs (including interest) demanded in the Show Cause Notice.
• Company believes SCN has no merit and will file a detailed reply within prescribed timelines.

Ucal Ltd - Closure of Trading Window

AGM notice and AR access

• AGM scheduled for 29 September 2026 at 4:00 PM IST via VC/OAVM.
• E-voting window opens 25 September and closes 28 September 2026; cut-off 22 September 2026.
• Annual Report 2025-26 available on the website Investor Portal.
• Letters sent to members without registered emails as of 21 August 2026.
• KYC updates required per SEBI circular for physical holders.

Financial highlights

• Standalone revenue 64,664.34 Lakhs, up 11% YoY.
• Consolidated total income 84,357.75 Lakhs for FY2025-26.
• Standalone net loss to owners of 9,676.68 Lakhs.
• Standalone EPS reported at (43.76) ₹; Consolidated EPS at (15.07) ₹.

Operations and product

• New throttle body lines at MM-2 and Bawal; E-Purge and crankcase lines.
• New products revenue grew 150%; aftermarket up 32%; OE up 19%.
• Company diluted UCAL Holdings Inc. USA from 100% to 10%.
• Diversification into non-automotive applications and defence/aerospace opportunities.

Growth strategy

• Five-growth pillars: two-track growth, up-value chain, beyond automotive, industrial alliances, global expansion.
• Investing in electronics, AI-enabled manufacturing, and next-generation mobility solutions.

Sustainability and ESG

• Three plants run on 100% renewable energy.
• Carbon footprint reduced about 31% across locations; target exceeded.
• ISO 14064-3 verified emissions reporting; Sustainability Board formed.

Capital structure and liquidity

• Standalone current ratio 0.93; Consolidated 0.98.
• Standalone net debt to equity 0.62; Consolidated 0.54.
• Capex guidance: ₹33 Crore in FY26; ₹45 Crore projected for FY27.

Governance and risk

• Robust governance with independent directors and committees in place.
• Currency risk due to USD/EUR exposures; no hedge contracts in place.
• Exceptional items include labour code impact and UHI dilution.

Key corporate actions

• 40th AGM to be held via VC on 29 September 2026.
• ₹8.09 Lakhs unclaimed dividends transferred to IEPF during FY2025-26.
• UPIL remains a subsidiary; UHI dilution completed on 15 March 2026.

AGM Details

• Date and time: 29 September 2026, 4:00 PM IST, via VC/OAVM; deemed venue at registered office.
• Remote e-voting window: 25 Sep 2026 09:00 to 28 Sep 2026 17:00.
• Voting rights cut-off date: 22 September 2026.
• No proxies; attendance via VC/OAVM on a first-come basis.
• Dividend: no dividend proposal disclosed.

Ordinary Business

• Item 1: Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Item 2: Re-appointment of Mr. Abhaya Shankar as Director.

Special Business

• Item 3: Payment of remuneration to Mr. Abhaya Shankar as Non-Executive Director for FY 2027-28.
• Remuneration for FY 2027-28 proposed ₹24,00,000 per year.
• Director's term: 2 years from 13 Nov 2026.

Cost Auditor Remuneration

• Item 4: Ratification of remuneration to Cost Auditor for FY 2026-27.
• Cost Auditor remuneration: ₹3,00,000 per annum plus taxes.