Shareholders meeting

UMA EXPORTS LIMITED NOTICE OF AGM NOTICE is hereby given that the 38th Annual General Meeting of the members of UMA EXPORTS LIMITED will be held on Saturday, September 26, 2026 at 11.30 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt the: • Audited Standalone Annual Financial Statements of the Company for the financial year ended 31st March, 2026 and the Reports of the Board of Directors and the Auditors’ thereon; and • Audited Consolidated Annual Financial Statements of the Company for the financial year ended 31st March, 2026, and the Report of the Auditors’ thereon. 2. To appoint a director in place of Mr. Mrinmoy Kasyapi (DIN: 03437254) Director, who retires by rotation and being eligible, offers himself for re-appointment. 3. To re-appoint M/s. Mamta Jain & Associates, Chartered Accountants, (Firm Registration No.: 328746E), as the Statutory Auditors of the Company for a period of 5 years. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), and based on the recommendation of the Audit Committee and the Board of Directors, M/s. Mamta Jain & Associates, Chartered Accountants (Firm Registration No.: 328746E), be and is hereby re-appointed as the Statutory Auditors of the Company for a period of five consecutive years, i.e. from the conclusion of this 38th AGM till the conclusion of the 43rd AGM of the Company, to be held in the calendar year 2031, at such annual remuneration, together with applicable taxes and reimbursement of out of pocket expenses, as may be determined by the board of directors, based on the recommendations of the Audit Committee and in consultation with the Statutory Auditors. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to fix the remuneration of the Statutory Auditors, based on the recommendation of the Audit Committee and also authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s), to give effect to the aforesaid resolution.” SPECIAL BUSINESS: 4. Re appointment of Mr. Rakhesh Khemka (DIN: 00335016) as Managing Director of the Company and revision in his remuneration payable to him. To consider and, if thought fit, to pass with or without modification the following Resolution as a Special Resolution: “RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V to theCompanies Act, 2013, applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”] and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment(s), statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to clauses of Article of Association of the company, based on the recommendation of NRC (Nomination and Recommendation Committee) and the approval and recommendation of the Board of Directors of the company, the approval of the members be and is hereby accorded for the re-appointment of Mr. Rakhesh Khemka (DIN: 00335016) as Managing Director, for a period of 5 (five) years with effect from July 7, 2026, on the terms and conditions including revision in remuneration as set out below with liberty to the Board of Directors to vary the terms and conditions of the said appointment and / or remuneration as it may deem fit and that he shall be liable to retire by rotation; A. BASIC SALARY: Rs. 2,00,000/- per month. B. PERQUISITES: Category A: 2 | Annual Report 2025-26 Financials Report 1. Medical Reimbursement for self and family as per the rules of the Company. 2. Leave Travel Reimbursement of domestic & foreign along with family as per the rules of the Company. Category B: 1. Contribution to Provident Fund, Superannuation Fund, Annuity Fund or Gratuity as per the rules of the Company. 2. Encashment of leave as per the rules of the Company. Category C: 1. Car, telephone at residence and mobile phone for use on Company’s business. RESOLVE FURTHER THAT the above revised remuneration as approved, shall be payable to Mr. Rakhesh Khemka w.e.f. April 1, 2026. RESOLVED FURTHER THAT the above terms and conditions may be altered, modified or varied including the remuneration as approved above, in such manner as may be agreed to between the Board and Mr. Rakhesh Khemka. RESOLVED FURTHER THAT during the tenure of Mr. Rakhesh Khemka, the remunerations as approved hereby shall be paid to him as a minimum remuneration in compliance with the limits specified in Section II of Part II of Schedule V of the Companies Act, 2013, as may be applicable for the time being in force. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 5. Re appointment of Mr. Manmohan Saraf (DIN: 07246524) as an Executive Director & CFO of the Company. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V to theCompanies Act, 2013, applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”] and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment(s), statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to clauses of Article of Association of the company, based on the recommendation of NRC (Nomination and Recommendation Committee) and the approval and recommendation of the Board of Directors of the company, the approval of the members be and is hereby accorded for the re-appointment of Mr. Manmohan Saraf (DIN: 07246524) an Executive Director & CFO, for a period of 5 (five) years with effect from August 18, 2026, on the terms and conditions as set out below with liberty to the Board of Directors to vary the terms and conditions of the said appointment as it may deem fit and that he shall be liable to retire by rotation; A. BASIC SALARY: Rs. 1,25,000/- per month. B. PERQUISITES: Category A: 3. Medical Reimbursement for self and family as per the rules of the Company. 4. Leave Travel Reimbursement of domestic & foreign along with family as per the rules of the Company. Category B: B. Contribution to Provident Fund, Superannuation Fund, Annuity Fund or Gratuity as per the rules of the Company. C. Encashment of leave as per the rules of the Company. Category C: 2. Car, telephone at residence and mobile phone for use on Company’s business. RESOLVED FURTHER THAT the above terms and conditions may be altered, modified or varied including the remuneration as approved above, in such manner as may be agreed to between the Board and Mr. Manmohan Saraf. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” Annual Report 2025-26 | 3 UMA EXPORTS LIMITED 6. Re-appointment of Mr. Vivek Parasramka (DIN: 09228514) as an Independent Director of the Company for a second term of five consecutive years. To consider and, if thought fit, to pass the following resolution as a Special Resolution “RESOLVED THAT pursuant to the provisions of Sec [Showing first 8,000 characters — download PDF for full document]