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.

UCAL Limited has announced its unaudited financial results for the quarter and nine months ended December 31, 2025, presenting a mixed performance across standalone and consolidated operations. The automotive components manufacturer's Board of Directors approved these results during their meeting held on February 12, 2026.

Standalone Financial Performance

The company's standalone operations showed resilient revenue growth during the third quarter of FY26. Key financial metrics demonstrate the following performance:

For the nine-month period ended December 31, 2025, standalone performance showed stronger results with revenue from operations reaching ₹46,529.29 lakhs compared to ₹43,266.07 lakhs in the corresponding period of the previous year, representing a growth of 7.54%. The company achieved a net profit of ₹280.34 lakhs for the nine-month period, though this was significantly lower than ₹2,400.27 lakhs recorded in the same period last year.

Impact of New Labour Code

A significant factor affecting the company's Q3 FY26 performance was the implementation of new labour codes. The company recorded exceptional items of ₹239.08 lakhs on a standalone basis and ₹258.24 lakhs on a consolidated basis related to the statutory impact of the New Labour Code. This regulatory change resulted in increased gratuity liability arising from past service, which the company has classified as exceptional items due to their material and non-recurring nature.

Consolidated Financial Results

The consolidated financial performance presented challenges during the quarter, reflecting the broader operational complexities across the group:

Corporate Developments

The company has initiated significant corporate restructuring activities. The Board of Directors approved issuing a postal ballot notice to shareholders seeking approval for the transfer or dilution of stake in UCAL Holdings Inc., USA, a wholly-owned foreign subsidiary. Additionally, shareholders will vote on the sale or transfer of residential property owned by UCAL Polymer Industries Limited, another wholly-owned subsidiary.

Subsidiary Performance

The consolidated results include performance from key subsidiaries. UCAL Holdings Inc. reported total assets of ₹18,664.30 lakhs as of December 31, 2025, with total income of ₹14,073.25 lakhs and a net loss of ₹2,095.02 lakhs for the nine-month period. UCAL Polymer Industries Limited showed total assets of ₹7,109.90 lakhs with total income of ₹3,855.67 lakhs and a net loss of ₹162.53 lakhs for the same period.

Financial Position and Outlook

The company maintains a stable capital structure with paid-up equity share capital of ₹2,211.36 lakhs, consisting of 221.14 lakh equity shares of ₹10 each. Other equity excluding revaluation reserves stood at ₹35,673.63 lakhs on a standalone basis and ₹31,539.89 lakhs on a consolidated basis as of December 31, 2025.

UCAL Limited operates exclusively in the automotive components segment, focusing on manufacturing solutions for the automotive industry. The company continues to monitor developments related to the finalization of central and state rules under the new labour codes and will account for any additional impacts as they are notified by the government.