Ucal Limited has announced a significant change in its subsidiary structure, with its stake in US-based Ucal Holdings Inc. being substantially diluted following a fresh equity issuance to a new investor.

Equity Dilution Details

On March 15, 2026, Ucal Holdings Inc. issued and allotted 9000 equity shares (Common Stock) to new investor AscentX Inc., USA. The shares were issued at USD 0.01 per share, representing a significant dilution of Ucal Limited's existing shareholding.

Shareholding Structure Post-Issuance

Following the equity issuance, the shareholding structure of Ucal Holdings Inc. has been completely transformed. Out of the total 10,000 shares (Common Stock) in UHI, the new investor now holds the majority stake.

Impact on Subsidiary Status

The dilution has resulted in significant changes to Ucal Limited's corporate structure. With the reduction in shareholding from 100% to 10%, Ucal Holdings Inc. ceases to be a wholly-owned subsidiary of Ucal Limited effective March 15, 2026.

Additionally, the transaction has cascading effects on the step-down subsidiaries:

• Ucal Systems Inc. ceases to be a step-down subsidiary of Ucal Limited
• Amtec Molded Products Inc. ceases to be a step-down subsidiary of Ucal Limited

Regulatory Compliance and Approvals

The company had previously obtained shareholder approval through postal ballot on February 16, 2026, for the dilution/reduction of stake and cessation of control in Ucal Holdings Inc. The transaction was conducted in compliance with SEBI LODR regulations and disclosure requirements.

AscentX Inc., USA, the new majority investor, is confirmed to be a third party with no relation to any promoter or promoter group of Ucal Limited, ensuring the transaction's arm's length nature.

UCAL Limited has successfully concluded its postal ballot process, with shareholders approving two critical special resolutions on February 13, 2026. The company announced the voting results on February 16, 2026, following the submission of the scrutinizer's report by Mr. P. Muthukumaran of P. Muthukumaran and Associates.

Postal Ballot Results Overview

The remote e-voting process commenced on January 15, 2026, at 09:00 AM and concluded on February 13, 2026, at 05:00 PM. A total of 73 members participated in the voting process, casting 1,55,82,704 votes across both resolutions. The voting platform was provided by National Securities Depository Limited (NSDL), ensuring a transparent and fair process.

Resolution 1: Subsidiary Stake Dilution

The first special resolution concerned the reduction or dilution of stake in Ucal Holdings Inc., USA (UHI), a material wholly owned subsidiary, and/or cessation of control over UHI. This resolution received overwhelming support from shareholders.

The promoter and promoter group, holding 1,55,41,431 shares, voted unanimously in favor of the resolution with 100% participation. Public non-institutional shareholders showed mixed sentiment, with 35.40% voting in favor and 64.60% against, though their overall impact remained minimal given the promoter group's strong support.

Resolution 2: Property Transfer Approval

The second special resolution approved the sale/transfer of a residential plot owned by wholly owned material subsidiary Ucal Polymer Industries Limited to Sujo Land and Properties Private Limited, a promoter group company.

Similar to the first resolution, this proposal received strong backing from the promoter group with 100% support, while public non-institutional shareholders showed 35.04% approval. The overall voting pattern remained consistent across both resolutions.

Scrutinizer's Certification

Mr. P. Muthukumaran, Partner of P. Muthukumaran and Associates and Practising Company Secretary (COP No. 20333), served as the appointed scrutinizer for the postal ballot process. His report, submitted on February 16, 2026, confirmed that both resolutions were passed with the requisite majority as per the Companies Act, 2013, and SEBI LODR Regulations.

The scrutinizer verified that the remote e-voting process was conducted in a fair and transparent manner, with voting data downloaded from NSDL's e-voting platform at 5:00 PM on February 13, 2026. No invalid votes were reported across any category for either resolution.

Regulatory Compliance

The postal ballot process was conducted in accordance with Sections 108 and 110 of the Companies Act, 2013, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting results and scrutinizer's report have been made available on the company's website at www.ucal.com and NSDL's website at www.evoting.nsdl.com , ensuring full transparency and regulatory compliance.