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

Meeting Details

The 37th Annual General Meeting of the equity shareholders of UFLEX LIMITED was convened on Wednesday, July 29, 2026, at 12:30 PM IST. The meeting was held entirely through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) without the physical presence of members at a common venue, in accordance with MCA Circulars. The registered office of the Company at 305, 3rd Floor, Bhanot Corner, Pamposh Enclave, Greater Kailash - I, New Delhi - 110048 was the deemed venue of the meeting.

Summary of Proposed Resolutions

The following seven resolutions were proposed for shareholder approval:

1. Ordinary Resolution: To consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, together with the reports of the Board of Directors and the Auditors.

2. Ordinary Resolution: To declare a dividend for the year 2025-26 on the equity shares of the Company.

3. Ordinary Resolution: To appoint a director in place of Mr. Ashok Chaturvedi (DIN: 00023452), who retires by rotation.

4. Special Resolution: Re-appointment of Mr. Paresh Nath Sharma (DIN: 00023625) as an Independent Director of the Company.

5. Special Resolution: To alter the Memorandum of Association (MOA) of the Company.

6. Special Resolution: To approve an increase in investment limits for non-resident Indians and overseas citizens of India.

7. Ordinary Resolution: To ratify the remuneration payable to the Cost Auditor of the company.

Voting Process and Methods

The voting process was conducted through two methods:

  • Remote E-Voting: The facility was provided by Central Depository Services (India) Limited (CDSL). The voting period was open from 9:00 Hours IST on Sunday, July 26, 2026, until 17:00 Hours IST on Tuesday, July 28, 2026.
  • E-Voting at the AGM: Members attending the meeting via VC/OAVM who had not participated in remote e-voting were provided with a facility to cast their votes electronically during the meeting.

The cut-off date for determining members entitled to vote was Wednesday, July 22, 2026. Advertisements regarding the meeting and voting process were published in the Financial Express (English) and Jansatta (Hindi) on July 5, 2026.

Key Voting Outcomes

After the conclusion of the AGM, the votes from both processes were unblocked in the presence of two independent witnesses, Ms. Himansi Gupta and Mrs. Manju Gupta, at 13:32 PM on July 29, 2026. The scrutinizer, Mahesh Kumar Gupta, provided the following consolidated results:

Resolution 1: Adoption of Financial Statements

  • Total Valid Votes Cast: 160 members casting 33,137,758 votes.
  • Votes in Favor: 99.995947% (33,134,315 votes from 159 members).
  • Votes Against: 0.004053% (13,443 votes from 20 members).
  • Invalid Votes: 0.

Resolution 2: Declaration of Dividend

  • Total Valid Votes Cast: 161 members casting 33,181,095 votes.
  • Votes in Favor: 99.997685% (33,180,329 votes from 160 members).
  • Votes Against: 0.002315% (768 votes from 20 members).
  • Invalid Votes: 0.

Resolution 3: Re-appointment of Mr. Ashok Chaturvedi

  • Total Valid Votes Cast: 155 members casting 30,977,247 votes.
  • Votes in Favor: 99.974078% (30,972,415 votes from 154 members).
  • Votes Against: 0.025922% (80,232 votes from 24 members).
  • Invalid Votes: 0.

Resolution 4: Re-appointment of Mr. Paresh Nath Sharma (Independent Director)

  • Total Valid Votes Cast: 137 members casting 32,400,691 votes.
  • Votes in Favor: 97.645786% (31,636,519 votes from 136 members).
  • Votes Against: 2.354214% (764,172 votes from 44 members).
  • Invalid Votes: 0.

Resolution 5: Alteration of Memorandum of Association

  • Total Valid Votes Cast: 159 members casting 33,180,395 votes.
  • Votes in Favor: 99.995877% (33,179,027 votes from 158 members).
  • Votes Against: 0.004123% (13,668 votes from 21 members).
  • Invalid Votes: 0.

Resolution 6: Increase in NRI/OCI Investment Limits

  • Total Valid Votes Cast: 159 members casting 33,180,412 votes.
  • Votes in Favor: 99.995627% (33,179,067 votes from 158 members).
  • Votes Against: 0.004373% (14,451 votes from 22 members).
  • Invalid Votes: 0.

Resolution 7: Ratification of Cost Auditor's Remuneration

  • Total Valid Votes Cast: 158 members casting 33,180,385 votes.
  • Votes in Favor: 99.995546% (33,179,007 votes from 157 members).
  • Votes Against: 0.004454% (14,778 votes from 23 members).
  • Invalid Votes: 0.

Scrutinizer's Role and Findings

Mahesh Kumar Gupta, Proprietor of M/s. Mahesh Gupta & Co., Company Secretaries, was appointed as the Scrutinizer by the Board of Directors of UFLEX LIMITED. His responsibility was to scrutinize the entire e-voting process (both remote and at the AGM) and report on the votes cast for or against the resolutions, based on the reports generated from the CDSL e-voting system. The scrutinizer confirmed that all votes were successfully cast and recorded, with no invalid votes for any resolution. The electronic data and records related to the voting will remain in the scrutinizer's safe custody until the Chairman signs the meeting minutes, after which they will be handed over to the Company Secretary.

Compliance Confirmation

The meeting was conducted and the voting was carried out in compliance with:

  • The Companies Act, 2013, and the Companies (Management and Administration) Rules, 2014.
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulation 44.
  • MCA Circular No. 14/2020 dated April 08, 2020, and subsequent circulars, including the latest Circular No. 03/2025 dated September 22, 2025.
  • SEBI Circular dated October 3, 2024, providing relaxations to the LODR Regulations.