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

Meeting Details

  • Date: Wednesday, 29th July, 2026
  • Time: 12:30 PM (IST)
  • Location: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Type: Annual General Meeting
  • Record Date: Wednesday, 22nd July, 2026 for determining entitlement to dividend and voting rights
  • Book Closure: From Saturday, 27th June, 2026 to Friday, 3rd July, 2026 (both days inclusive)

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Financial Statements: To consider and adopt Audited Standalone and Consolidated Financial Statements for FY 2025-26 together with reports of Board of Directors and Auditors

2. Dividend Declaration: To declare dividend on equity shares for FY ended March 31, 2026 - Board has recommended dividend of ₹3 per equity share of ₹10 each

3. Director Appointment: To appoint Mr. Ashok Chaturvedi (DIN: 00023452) who retires by rotation and offers himself for re-appointment

Special Business:

4. Re-appointment of Independent Director: Special resolution to re-appoint Mr. Paresh Nath Sharma (DIN: 00023625) as Independent Director for second term of five years from 11th February, 2027 to 10th February, 2032

5. Alteration of Memorandum of Association: Special resolution to comprehensively alter MOA to align with Companies Act, 2013 and expand business objects across 15 new categories including packaging materials, printing, chemicals, PET products, renewable energy, real estate development, holographic products, plastic waste recycling, and IT services

6. NRI/OCI Investment Limit Increase: Special resolution to increase investment limit for NRIs and OCIs from 10% to 24% of paid-up equity share capital on fully diluted basis

7. Ratification of Cost Auditor Remuneration: Ordinary resolution to ratify remuneration of ₹26.25 lakhs plus taxes and expenses to M/s Jitender, Navneet & Co., Cost Accountants (Firm Registration No. 00119) for FY 2026-27

Voting Process and Methods

  • Remote e-Voting Period: From 9:00 AM IST on Sunday, 26th July, 2026 to 5:00 PM IST on Tuesday, 28th July, 2026
  • Voting Agency: Central Depository Services Limited (CDSL)
  • Methods Available:
  • Remote e-voting prior to meeting
  • e-voting during AGM for shareholders attending virtually
  • Video Conferencing attendance limited to 1000 members on first-come-first-served basis (excluding large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors)
  • Shareholder Categories: Different login procedures specified for individual demat holders (through CDSL/NSDL), physical shareholders, and non-individual shareholders

Key Voting Outcomes and Participation

  • Scrutinizer Appointment: Mr. Mahesh Kumar Gupta, Proprietor M/s. Mahesh Gupta & Co., Company Secretaries (FCS No.: 2870, C P No.: 1999) appointed as scrutinizer
  • Result Declaration: Scrutinizer will submit report within 48 hours of AGM conclusion, results will be published on company website (www.uflexltd.com) and CDSL website (www.evotingindia.com) and forwarded to stock exchanges
  • Voting Rights: Proportional to share in paid-up equity share capital as on cut-off date of 22nd July, 2026

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and relevant rules
  • Secretarial Standard-2 (SS-2) on General Meetings
  • MCA Circulars regarding virtual meetings
  • SEBI Circular dated December 9, 2020 on e-voting facilities
  • Foreign Exchange Management Act, 1999 and related regulations for NRI/OCI investment limits

Signatories and Roles

  • Ritesh Chaudhry: Sr. Vice President (Secretarial) & Company Secretary (ACS No.- 19966) - signed the notice and explanatory statement
  • Mahesh Kumar Gupta: Appointed as scrutinizer for e-voting process

Additional Financial and Procedural Information

  • Dividend Payment: If approved, dividend will be paid on or before 27th August, 2026 subject to TDS provisions under Income Tax Act
  • Unclaimed Dividend: ₹9,41,556 of unpaid/unclaimed dividend for 2017-18 transferred to IEPF during 2025-26
  • Share Transfer: 42,718 equity shares transferred to IEPF account during 2025-26 where dividend remained unclaimed for seven consecutive years
  • KYC Requirements: Members must update PAN, contact details, bank account details and specimen signature for dividend payments
  • Dematerialization Mandatory: All securities transfers must be in dematerialized form effective April 1, 2019
  • SMART ODR Portal: Company registered on Securities Market Approach for Resolution through Online Disputes Resolution Portal for investor grievance resolution

Director Details for Re-appointment

  • Mr. Ashok Chaturvedi: Promoter Director since 21.06.1988, holds 5,02,533 equity shares, attended 4 board meetings
  • Mr. Paresh Nath Sharma: Independent Director since 11.02.2022, Chartered Accountant with 45+ years experience, chairs multiple committees, holds no shares, attended 4 board meetings