Meeting Details

  • Date: Saturday, September 26, 2026
  • Time: 11.30 a.m.
  • Location: Through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Type of Meeting: 38th Annual General Meeting

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt the Audited Standalone and Consolidated Annual Financial Statements for the financial year ended March 31, 2026, along with Reports of Board of Directors and Auditors.

2. Director Re-appointment: To appoint Mr. Mrinmoy Kasyapi (DIN: 03437254) who retires by rotation and is eligible for re-appointment.

3. Auditor Re-appointment: To re-appoint M/s. Mamta Jain & Associates, Chartered Accountants (Firm Registration No.: 328746E) as Statutory Auditors for 5 years from conclusion of 38th AGM till conclusion of 43rd AGM in 2031 at remuneration to be determined by Board.

Special Business

4. Managing Director Re-appointment: Special Resolution for re-appointment of Mr. Rakhesh Khemka (DIN: 00335016) as Managing Director for 5 years from July 7, 2026 with revised remuneration:

  • Basic Salary: ₹2,00,000 per month
  • Perquisites: Medical reimbursement, leave travel, PF contributions, leave encashment, car, telephone, and mobile phone
  • Revised remuneration payable from April 1, 2026

5. Executive Director & CFO Re-appointment: Ordinary Resolution for re-appointment of Mr. Manmohan Saraf (DIN: 07246524) as Executive Director & CFO for 5 years from August 18, 2026 with:

  • Basic Salary: ₹1,25,000 per month
  • Similar perquisite structure as Managing Director

6. Independent Director Re-appointment: Special Resolution for re-appointment of Mr. Vivek Parasramka (DIN: 09228514) as Independent Director for second term of 5 years from July 7, 2026 to July 6, 2031.

7. Independent Director Re-appointment: Special Resolution for re-appointment of Mrs. Suman Agarwal (DIN: 09228585) as Independent Director for second term of 5 years from July 7, 2026 to July 6, 2031.

8. Independent Director Re-appointment: Special Resolution for re-appointment of Mrs. Priti Saraf (DIN: 09227422) as Independent Director for second term of 5 years from July 7, 2026 to July 6, 2031.

9. Capital Increase: Ordinary Resolution to increase Authorized Share Capital from ₹40,00,00,000 (4,00,00,000 equity shares of ₹10 each) to ₹57,00,00,000 (5,70,00,000 equity shares of ₹10 each) with consequent amendment to Memorandum of Association.

10. Preferential Issue: Special Resolution to issue up to 2,25,00,000 warrants convertible into equity shares at ₹24.16 per warrant aggregating to ₹54,36,00,000 to promoter group and public category investors. Key terms:

  • Warrant subscription price: 25% payable upfront
  • Warrant exercise price: 75% payable at conversion
  • Conversion period: 18 months from allotment
  • Lock-in as per SEBI ICDR Regulations
  • Objects: Working capital requirement (₹51.64 crore) and general corporate purposes (₹2.72 crore)

Voting Process and Methods

  • Remote e-voting period: September 15, 2026 (9:00 AM) to September 17, 2026 (5:00 PM)
  • Cut-off date: September 11, 2026 for determining voting rights
  • Voting facility provider: National Securities Depository Limited (NSDL)
  • Voting methods: Remote e-voting and e-voting during AGM
  • Scrutinizer: CS Md. Shahnawaz, Practicing Company Secretary (ACS No. 21427, CP No. 15076) appointed to scrutinize voting process

Key Voting Information

  • Members holding shares as on September 11, 2026 are entitled to vote
  • Voting rights proportional to shareholding as on cut-off date
  • Members who vote through remote e-voting cannot vote again at AGM
  • Members present at AGM through VC/OAVM who haven't voted remotely can vote during meeting
  • Scrutinizer to submit consolidated report within 3 days of AGM conclusion

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • MCA General Circular No. 03/2025 dated September 22, 2025
  • SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 3, 2024

Additional Information

  • Register of Members and Share Transfer Books will remain closed from September 12-18, 2026
  • Documents referred to in resolutions available for inspection at Registered Office
  • Notice and Annual Report 2025-26 available on company website (www.umaexports.net) and stock exchange websites
  • Members requested to register email addresses for electronic communication
  • No dividend paid in past, no shares due for transfer to IEPF