UTL Industries Ltd

Statutory Auditor Appointment

• Type of change: Appointment of statutory auditors.
• Auditor: M/s. V.J. Amin & Co., Chartered Accountants (Firm Registration No. 100335W).
• Effective term: Five consecutive years, from 37th AGM conclusion to 42nd AGM conclusion (2031).
• Reason: Approval by 37th AGM.
• Profile: Multi-disciplinary CA firm, ICAI-registered, serving domestic and multinational clients.
• Relationships with directors: Not Applicable.

AGM Details

• AGM held Friday, 25 September 2026 at 4:00 PM via VC/OAVM.
• Cut-off date for eligibility: 18 September 2026.

Resolutions

• Resolution 1 passed: Adoption of Audited Financial Statements; 96.66% in favour, 3.34% against.
• Resolution 2 passed: Re-appointment of director retiring by rotation; 96.66% in favour, 3.34% against.
• Resolution 3 passed: Appointment of Statutory Auditor; 96.66% in favour, 3.34% against.

Director and Auditor Changes

• Director appointment/rotation: director re-appointed by rotation.
• Auditor appointment: Statutory Auditor appointed for the ensuing year.

AGM Details

• Date/time/mode: 25 Sep 2026, 04:00 PM, VC/OAVM.
• Remote e-voting window: 22 Sep 2026 09:00 AM to 24 Sep 2026 05:00 PM.
• Total members joined: 52; meeting concluded at 04:07 PM.

Ordinary Business

• Adopt Audited Financial Statements for year ended 31 March 2026.
• Re-appoint Shri Hitesh Shah on retirement by rotation.
• Appoint Statutory Auditor of the Company.

Voting and Outcomes

• Voting results to be disclosed separately on BSE/NSDL and the company site.

GST order summary

• Appeal filed against Gujarat GST order; relief granted ₹5,36,600.
• GST demand remaining ₹11,85,080; interest ₹11,66,116; penalty ₹1,18,282.
• Order received on 16 September 2026; company to pursue further appeal.
• Impact on finances deemed immaterial; no material impact reported.
• No other material operational changes at this time.

AGM notice details

• 37th AGM scheduled for 25 September 2026 at 04:00 PM IST via VC/OAVM.
• Annual Report for FY2025-26 to be available on the website and shared with non-email shareholders.
• Web-link details to Annual Report provided in AGM notice.

Shareholder communications and KYC reminders

• Letter dispatched Sep 1, 2026 containing web-link to Annual Report for non-registered email holders.
• Notice reiterates SEBI circular on updating KYC, PAN, nomination and dematerialization for physical holders.
• AGM notices also include multiple recipients with standard governance language.

AGM Details

• Date and time: 25 September 2026 at 04:00 PM IST.
• Mode: VC/OAVM (no physical attendance).
• Record date: 18 September 2026; Book closure: 19-25 September 2026.

Key Resolutions

• Adopt Audited Financial Statements for FY2025-26.
• Re-appoint Shri Hitesh Shah by rotation.
• Appoint M/s V. J. Amin & Co. as Statutory Auditor for five years; remuneration to be fixed.

Directors / Auditors

• Director Hitesh Shah to be re-appointed; retires by rotation.
• Statutory Auditor term from 37th AGM to 42nd AGM.
• Board to determine and finalize auditor remuneration in consultation.

Book closure for AGM

• Book closure from 19 Sep 2026 to 25 Sep 2026 (both days inclusive).
• Purpose: 37th Annual General Meeting of UTL Industries Limited.
• Record date: 18 Sep 2026; voting entitlement determined.
• AGM date: 25 Sep 2026 at 4:00 PM via VC/OAVM.
• Security: equity shares.
• Cut-off date for voting: 18 Sep 2026.
• E-voting: remote e-voting enabled.

Financial performance

• Total revenue ₹26.86 lakh in FY2025-26, up from ₹16.61 lakh.
• Net profit after tax ₹5.78 lakh vs ₹10.22 lakh loss prior year.
• Basic EPS ₹0.02; diluted EPS ₹-0.03.

Dividend & capital allocation

• Dividend not declared for FY2025-26.
• Share capital unchanged at ₹32.955 million.
• Total equity ₹41.591 million; reserves ₹8.636 million.

Capital structure & liquidity

• Current ratio 22.7; current liabilities ₹1.915 million.
• Short-term borrowings ₹0.656 million; long-term debt nil.
• Equity base healthy; no material long-term borrowings.

Cash flow & balance sheet snapshot

• Net cash from operations ₹55.81k; net increase in cash ₹57.82k.
• Total assets ₹43,505.32 thousand; total equity ₹41,590.79 thousand.
• Trade receivables ₹124.50 thousand; inventories ₹38.76 thousand.

Governance & audit

• Statutory auditors proposed: V. J. Amin & Co for 2026-31.
• Samir Vora ceased as Independent Director on 23-Apr-2026.
• Board met 4 times; Audit Committee met 4 times.
• Independent directors affirmed independence; no changes.
• Secretarial audit: MD Khan & Associates; no adverse remarks.

Business mix & outlook

• Operations include construction, IT and Bulk SMS services.
• Sector outlook positive; pursuing new projects for growth.
• Management notes sector volatility but focus on sustainable expansion.

Compliance & risk

• No related-party transactions in FY2025-26; arm's length.
• CSR not applicable; corporate governance not applicable.
• Internal controls adequate; no non-compliance reported.

Post-year developments

• No material changes after year-end; balance sheet position unchanged.