Shareholders meeting

UCAL LIMITED (Formerly UCAL FUEL SYSTEMS LIMITED) August 31, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Corporate Relationship Department, Bandra Kurla Complex lst floor, New Trading Ring Rotunda Bandra East, Building, Mumbai 400 051 P J Towers, DalaI Street Fort Mumbai - 400 001 NSE Code: UCAL BSE Code: 500464 Dear Sir/ Madam, Sub: Notice of the 40th Annual General Meeting (" AGM") of the Company Pursuant to Regulation 30 read with Schedule III Part A, Para A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended, please find enclosed herewith the Notice convening the 40th Annual General Meeting (“ AGM") of the Company, scheduled to be held on Tuesday, September 29, 2026, at 04:00 P.M. (IST) through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM). The Annual Report along with the Notice of AGM has been dispatched to all the eligible shareholders as on the cut-off date 21st August 2026 through e-mail mode only. The said Annual Report along with Notice of AGM will be available in the website of the Company at https://ucal .com/investor-portal/. The Company is pleased to provide to its members the facility to exercise their right to vote on the resolutions proposed to be passed at the AGM by electronic means. The date and time of remote e- voting facility are as under: E-voting start time and date 9:00 A.M on Friday, September 25, 2026 E-voting end time and date 5:00 P.M on Monday, September 28, 2026 Further, the facility for voting through electronic voting system will also be made available at the AGM. The members attending the AGM and who have not cast their vote(s) by remote e-voting will be able to vote at the AGM. The cutoff date, to ascertain the eligibility of members for remote e-voting at AGM, is September 22, 2026 This is for your information and records please. Thanking you, Yours truly, For UCAL Limited S Narayan Company Secretary REGD OFFiCE : 11 B/2 (S.P), First Cross Road, Ambattur Industrial Estate/ IATF 188482016 Ambattur, Chennai - 600 058. Tel.No: 044 - 6654 4719 BUREAU VERrrAS E-mail: ufsl.ho@ucal.com Website: www.ucal.com Cortlfl€atloe CIN: L31900TN1985PLC012343 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS NOTICE TO MEMBERS the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) NOTICE is hereby given that the 40th Annual General Mr. Abhaya Shankar (DIN:00008378), who retires Meeting (“AGM”) of UCAL Limited will be held on by rotation and being eligible for re-appointment, Tuesday, the 29th September 2026 at 4.00 P.M (IST) be and is hereby re-appointed as a Director of the through Video Conferencing (“VC”) / Other Audio-Visual Company.” Means (“OAVM”), to transact the following business: SPECIAL BUSINESS: ORDINARY BUSINESS: - 3. I TEM NO. 3: PAYMENT OF REMUNERATION TO 1. I TEM NO.1: TO RECEIVE, CONSIDER AND ADOPT MR. ABHAYA SHANKAR (DIN: 00008378) AS THE AUDITED FINANCIAL STATEMENTS OF THE NON-EXECUTIVE NON-INDEPENDENT DIRECTOR COMPANY FOR THE YEAR ENDED MARCH 31, OF THE COMPANY FOR THE FINANCIAL YEAR 2026, TOGETHER WITH REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON 2027-28. AND THE AUDITED CONSOLIDATED FINANCIAL To consider and if thought fit to pass with STATEMENTS OF THE COMPANY FOR THE YEAR or without modification(s), the following ENDED MARCH 31, 2026 TOGETHER WITH THE resolution as Special Resolution: REPORT OF AUDITORS THEREON “RESOLVED THAT pursuant to the provisions of To consider and if thought fit, to pass with Regulation 17(6)(ca) of the Securities and Exchange or without modification(s), the following Board of India (Listing Obligations and Disclosure resolution(s) as an Ordinary Resolution: Requirements) Regulations, 2015 [including (i) “RESOLVED THAT the Standalone Audited any Statutory modification(s) or amendment(s) Financial Statements of the Company for the thereto or re-enactment(s) thereof, for the time year ended March 31, 2026, including the being in force], approval of the Company be Audited Balance Sheet as at March 31, 2026, accorded for payment of annual remuneration of the Statement of Profit and Loss and Cash ₹ 24,00,000/- (₹2,00,000 p.m) to Mr. Abhaya Shankar Flow Statement for the year ended on that (DIN:00008378), Non-Executive Non-Independent date together with the reports of the Board of Director of the Company, for the Financial Year Directors and the Auditors thereon, as circulated 2027-28, being an amount exceeding fifty percent of to the members and presented to the meeting the total annual remuneration payable to all the Non be and are hereby adopted.” Executive Directors of the Company for the Financial (ii) “RESOLVED THAT the Consolidated Audited Year 2027-28.“ Financial Statements of the Company for the “RESOLVED FURTHER THAT approval of the year ended March 31, 2026 including the Company be accorded to the Board of Directors Consolidated Audited Balance Sheet as at (including any Committee thereof) to do all such March 31, 2026, the Consolidated Statement acts, deeds, matters and things and to take all such of Profit and Loss and Consolidated Cash Flow steps as may be required in this connection including Statement for the year ended on that date seeking all necessary approvals to give effect to this together with the report of the Auditors thereon, Resolution and to settle any questions, difficulties or as circulated to the members and presented to doubts that may arise in this regard.” the meeting be and are hereby adopted.” 4. I TEM NO.4: RATIFICATION OF REMUNERATION 2. I TEM NO.2: TO APPOINT A DIRECTOR IN THE PLACE TO COST AUDITOR OF MR.ABHAYA SHANKAR (DIN:00008378), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, To consider and, if thought fit, pass the following OFFERS HIMSELF FOR RE-APPOINTMENT. resolution as an Ordinary Resolution: To consider and if thought fit, to pass with “RESOLVED THAT pursuant to the provisions of or without modification(s), the following Section 148 and other applicable provisions, if any, of resolution(s) as an Ordinary Resolution: the Companies Act, 2013 and the Companies (Audit “RESOLVED THAT in accordance with the provisions and Auditors) Rules, 2014 [including any statutory of Section 152 and other applicable provisions of modification(s) or re-enactment(s) thereof, for the time UCAL LIMITED ANNUAL REPORT 2025-26 being in force] and pursuant to the recommendation seeking all necessary approvals to give effect to this of the Audit Committee, the Company hereby ratifies resolution and to settle any questions, difficulties or the remuneration payable to Mr.L.Thriyambak, Cost doubts that may arise in this regard.” Accountant, (Membership No. 40720, Sole Proprietor Registration No. 000902), appointed by the Board of By Order of the Board Directors of the Company as Cost Auditor to conduct For UCAL LIMITED the audit of the cost records of the Company for the Financial Year ending 31st March 2027, amounting S Narayan to ₹ 3,00,000 (Rupees Three lakhs only) per annum Place: Chennai Company Secretary plus taxes as may be applicable and reimbursement Date : 13th August 2026 Membership No. A15425 of such other out of pocket expenses, as may be UCAL LIMITED incurred by them during the course of Audit.” CIN: L31900TN1985PLC012343 “ RESOLVED FURTHER THAT approval of the 11 B/2 (S.P) First Cross Road Company be accorded to the Board of Directors of Ambattur Industrial Estate the Company (including any Committee thereof) to Chennai - 600 058 do all such acts, deeds, matters and to take all such E-mail: investor@ucal.com steps as may be required in this connection including Website: www.ucal.com Notes: General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking 1. T he Ministry of Corporate Affairs in continuation with appointment/re-appointment at this AGM or also the Circulars issued earlier in this regard [Showing first 8,000 characters — download PDF for full document]