Utique Enterprises Ltd

Utique Enterprises Limited closes trading window from October 1, 2026 until 48 hours after dissemination of the Unaudited Financial Results for the quarter/half-year ended September 30, 2026

AGM details

• Date and time: September 23, 2026, 2:30 PM.
• Mode: VC/OAVM; venue deemed at registered office.
• Record date: September 16, 2026.
• Meeting end time: 3:06 PM.

Key resolutions

• Resolution 1 (Ordinary): Adopt audited financial statements for the year ended March 31, 2026, with reports.
• Resolution 2 (Ordinary): Appointment of Jayanty Rama Krishna Sarma by rotation as director.
• Resolution 3 (Special): Reappoint Sarma as Whole-Time Director for five years from Sept 27, 2026.

Voting results

• Resolution 1: Passed with requisite majority; dissent 0.0019%.
• Resolution 2: Passed with requisite majority; dissent 0.0062%.
• Resolution 3: Passed with requisite majority; dissent 0.0062%.

Dividend

• No dividend declared or proposed.

Director changes

• Sarma continues as Whole-Time Director; reappointed for five-year term.

Auditors

• No change in statutory or other auditors disclosed.

Material related party transactions

• No material RPTs disclosed.

Other material approvals

• No other material approvals disclosed.

Director re-appointment

• Re-appointment of Mr. Jayanty Rama Krishna Sarma as Whole-Time Director for 5 years.
• Effective date: September 27, 2026.
• Term: 5-year tenure.
• Reason: expiry of current term.
• Brief profile: 49 years' experience in banking, treasury, corporate laws, finance, audit, secretarial, admin.
• Relationships with other directors: NA.

AGM details

• Held Sept 23, 2026 at 2:30 PM via videoconferencing; deemed venue registered office.
• Quorum present; proxies not allowed; remote e-voting available.
• Meeting concluded at 3:06 PM.
• Notice dated Aug 14, 2026.
• No voting by show of hands; votes via e-voting during/after AGM.

Resolutions

• Adoption of audited financial statements and reports.
• Appointment of Mr. Jayanty Rama Krishna Sarma as Director liable to retire by rotation.
• Reappointment of Mr. Jayanty Rama Krishna Sarma as Whole-Time Director.

Voting status

• Results of voting to be declared by Company Secretary.

Director changes

• Appointment of Mr. Jayanty Rama Krishna Sarma as Director (retire by rotation).
• Reappointment as Whole-Time Director.

Financial snapshot

• Total income for FY2025-26: ₹5,855.19 lakh.
• Revenue from operations: ₹5,299.18 lakh.
• Net profit after tax ₹188.39 lakh; up from ₹49.37 lakh.
• EPS (basic and diluted) ₹0.34 per share.
• Net worth ₹7,192.18 lakh.
• ROE: 2.66%.
• Current ratio: 69.47.
• No debt; net gearing Nil.
• Dividend not declared due to accumulated losses.

Capital structure & liquidity

• Cash and cash equivalents at year-end ₹89.97 lakh.
• FVOCI non-current investments ₹144.52 lakh.
• Investments total ₹5,825.98 lakh at 31 Mar 2026.
• Total assets ₹7,407.46 lakh.
• Total equity ₹7,192.18 lakh.
• No borrowings outstanding.
• Dematerialisation: 73.89% of paid-up capital.

Dividend & capital allocation

• Dividend not declared due to accumulated losses.
• No material share buybacks reported.
• CSR expenditure for 2025-26: nil; CSR policy in place.

Governance & controls

• Auditors: Chaturvedi & Shah LLP; no qualifications.
• Secretarial auditors: Pramod S. Shah & Associates; no qualifications.
• Audit fees paid: ₹13.57 lakh.
• Board meetings held: 5 in FY2025-26.
• Independent Directors: Mahesh Menon and Vidhi Mandaliya; confirmed independence.
• RPT policy updated; related party transactions at arm's length.
• Whistleblower policy in place; no complaints received.

Operations & risk management

• Trading focuses on silver and gold; no segment reporting.
• Hedging via fixed forward contracts to manage price risk.
• Internal financial controls adequate; monitored by Audit Committee.
• Regulatory environment supportive; potential diversification into other metals.

Shareholders & AGM

• 40th AGM on 23 September 2026 via VC/OAVM.
• Notice and Annual Report available on utique.in and BSE.
• Register of Members closed from 17 to 23 September 2026.
• Remote e-Voting period: 20-22 September 2026.
• Promoters HTPL/CTPL seeking reclassification to Public; BSE approval in process.

Shareholding profile

• Shareholding mix: Bodies Corporate 27.17%, Others 71.34%.
• Top holders: Adria Enterprises 24.88%; Apple Finance Welfare Trust 5.96%.
• Dematerialisation stands at 73.89% as of 31 March 2026.

Promoters & related party disclosures

• Promoters HTPL and CTPL requested reclassification to Public; pending approvals.
• Related party transactions were at arm's length; a material RPT: Anita Menon consulting fees ₹2.40 lakh.
• KMP remuneration disclosed; duties of directors and key managerial personnel are defined.

AGM Details

• AGM on Sep 23, 2026 at 2:30 p.m. via VC/OAVM.
• Register of Members and Share Transfer Books closed Sep 17-23, 2026.
• e-Voting window Sep 20-22, 2026; cut-off Sep 16, 2026.
• Notice and AGM conducted through VC/OAVM per MCA guidelines.

Key Resolutions

• Adopt audited financial statements and reports (Ordinary).
• Appoint Jayanty Rama Krishna Sarma as Director on rotation (Ordinary).
• Re-appoint Sarma as Whole-Time Director for five years (Special).

Remuneration & Terms

• Remuneration cap for Sarma up to Rs 33,00,000 per annum.
• Board empowered to vary terms within Section 197, Schedule V limits.

AGM Details

• AGM on Wed, Sep 23, 2026 at 2:30 PM via VC/OAVM.
• Remote e-Voting window: Sep 20, 2026, 9:00 AM to Sep 22, 2026, 5:00 PM.
• Cut-off date for voting eligibility: Sep 16, 2026.
• Eligible voters are those on the cut-off date; may vote remotely or at the AGM.

Voting Rights and Process

• Voting rights are proportional to equity shares held on the cut-off date.
• Voting facility provided by Bigshare Services Private Limited.
• All resolutions to be voted per Notice of AGM via electronic voting.
• Members present at AGM may vote via e-Voting during AGM.

Book closure details

• Book closure from Sep 17, 2026 to Sep 23, 2026, both days inclusive.
• Purpose: 40th Annual General Meeting.
• AGM date and time: Sep 23, 2026 at 2:30 PM (via Video Conferencing/Other Audio-Visual Means).
• Security type: equity shares.