UTIQUE ENTERPRISES LIMITED — AGM Information 2021

Jan 21, 2021

(Formerly known as Apple Finance Limited)

January 21, 2021

BSE Limited CRD - Listing Compliance P. J. Towers Dalal Street Mumbai 400 001

Dear Sirs,

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Scrip Code: 5000.14

Pursuant to Regulations 30 and 34 of the S-EBI(LODR) Regulatlons, 2015, we enclose the l'v1inutesof the 34th Annual General Meetfngofthe Company beld on December 23, 2020.

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Please take this on your record and oblige.

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Thanking you.

Yours truly, For Utique Enterprises Limited

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UTIQUE ENTERPRISES LIMITED

MINUTES OF THE PROCEEDINGS OF THE 34TH ANNUAL GENERAL MEETING OF UTIQUE,ENTERPRISES LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT 8 APEEJAY HOUSE, 130 MUMBAI SAMACHAR MARG, MUMBAI 400 023, ON . WEDNESDAY, DECEMBER 23, 2020 AT 2:00 P.M. THROUGH VIDEO CONFERENCING ("VC") OR OTHER AUDIO-VISUAL MEANS ("OAVMIf)

Present through VC:

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Mr. J. R. K. Sarma, Director Mr. Mahesh Raghavan Menon, Director Ms. Vidhi B. Mandaliya, Director

Mr. P. B. Deshpande, Company Secretary

92 Members were present

Ms. Neetu Godhwani, Partner, M/s. Kucheria & Associates, Chartered Accountants, Auditors.

Mr. Milan Somani, Representative, M/s. Pramod S. Shah & Associates, Secretarial Auditors.

Mr. Jignesh Anantray Goradia, Internal Auditor.

On account of the COVID-19 pandemic, the 34th Annual General Meeting of the Company was convened and conducted through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVMIf) pursuant to the General Circular Nos.14/2020, 17/2020 and 20/2020, dated April 8,2020, April 13, 2020 and May 5, 2020 respectively, issued by the Ministry of Corporate Affairs and the Circular No.SEBI/HO/CFD/CMD1jCIR/P/2020/79 dated May 12, 2020 issued by the Securities & Exchange Board of India (hereinafter collectively referred to as "the Circulars"), which allowed the companies to hold Annual General Meetings through VC/OAVM.

There were no proxies present at this Annual General Meeting as it was conducted through VC/OAVM.

At the outset, the Moderator greeted the Members and welcomed them to the 34th Annual General Meeting of the Company held through VC/OAVM. He called out the following instructions regarding participation at the Annual General Meeting:-

1. The facility of joining the Annual General Meeting through VC/OAVM was being made available to Members on first-come-first-serve basis.

2. All Members who had joined the Annual General Meeting were by default placed on mute mode by the Moderator to avoid any disturbance arising from background noise and ensure smooth conduct of the Annual General Meeting.

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1. At the commencement of Question-Answer session, the Moderator would announce name of the shareholders who had registered themselves as speaker shareholder, one-by-one.

Mr. J. R. K. Sarma, Director was requested to take the Chair and conduct the Annual General Meeting.

Thereupon, Mr. J. R. K. Sarma took the Chair.

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The requisite quorum being present, the Chairman welcomed the Members present at the 34th Annual General Meeting and called the Meeting to order.

The Chairman thanked all the Members for joinlnq the 34th Annual General Meeting and wished them good health. He reiterated the fact that due to COVID-19 pandemic, lockdown and social distancing norms; the Company was holding the 34th Annual General Meeting through VC/OAVM and that it was in compliance with the direction of the Ministry of Corporate Affairs. It was further informed that the Company had taken requisite steps to enable the Members participate and vote on the items being considered at the 34th Annual General Meeting.

The Chairman also apprised the Members that those who had not voted earlier through remote e-Voting, could cast their votes during the course of the Meeting through e-Voting facility. The e-Voting facility would also remain open for 15 (fifteen) minutes after the conclusion of the proceedings of the Meeting to enable the Members exercise their votes.

He also informed that the Board of Directors had appointed Mr. Umesh P. Maskeri, Practicing Company Secretary for conducting the e-Voting in a fair and transparent manner.

The Chairman said that the Registers as requiredunder the Companies Act, 2013, which were required to be kept open, were available for electronic inspection.

The Chairman thereupon said that the following 3 (three) resolution were proposed at the 34th Annual General Meeting:-

Resolution No.1 Ordinary Resolution:

(a) "RESOLVEDTHAT the audited standalone financial statements of the Company for the financial year ended March 31, 2020 and, the reports of the Board of Directors and Auditors thereon laid before this Meeting, be and are hereby considered and adopted."

(b) "RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2020 and the report of Auditors thereon laid before this Meeting, be and are hereby considered and adopted."

Resolution No.2 Ordinary Resolution:

"RESOLVED THAT pursuant to the provrsions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Mahesh Raghavan Menon (DIN: 00164298), who retires by rotation at this Meeting, be and is hereby appointed as a Director of the Company, liable to retire by rotation."

Resolution NO.3 Ordinary Resolution:

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"RESOLVED THAT in accordance with the provisions of Sections {88, 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, approval of the Company be and is hereby accorded to reappoint Mr. P. B. Deshpande as Manager of the Company, for a period of 2 (two) years with effect from August 9, 2020, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as "the- Board", which term shall be deemed to include the Nomination & Remuneration Committee of the Board) to alter and vary the terms and conditions of the said appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. P. B. Deshpande, subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013.

AND THAT the Board be and is hereby authorized to do all acts, and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

The Chairman then invited the Members to seek information/clarification, if any, in connection with the business set out on the Agenda for the Meeting.

Mrs. Lekha Shah, Mr. Satish Shah, Mr. Beruz Feramroz Pouredehi, Mr. Khudabux F. Pouredehi and Mr. Aspi Bamanshaw Bhesania spoke at the Meeting.

The aforesaid shareholders put forth queries relating to business of the Company during the lockdown and the Company's roadmap for the next couple of years.

The Chairman thanked the Members for their interest in the Company's working and replied suitably to the queries they had put forth. He also requested Members to feel free and send their questions including those

remained unanswered, if any, to the Company Secretary and the Company would respond to those questions.

The Chairman then authorized Mr. P. B. Deshpande, Company Secretary to conduct the e-Voting procedure, conclude the Meeting and subsequently to declare the voting results. The e-Voting facility was declared to remain open for the next 15 (fifteen) minutes to enable the Members to cast their votes. The Chairman said that the voting results would be announced within 48 hours of the conclusion of this Meeting and the same would be intimated to BSE Limited and uploaded on the website of the Company.

The Chairman rurther thanked the Members for attending the Meeting and for their continued support and to the Directors for joining the Meeting remotely. With the consent of the Members, the Chairman sought permission for leaving the Meeting along with the Board of Directors. He wished all Members for staying safe and healthy.

Thereafter, Mr. P. B. Deshpande, Company Secretary administered the e-Voting process for 15 (fifteen) minutes and subsequently' concluded the Meeting at 2:50 p.m.

Under the authorization of the Chairman, the Scrutinizer's Report dated December 23, 2020 as submitted by the Scrutinizer was received and countersigned by Mr. P. B. Deshpande, Company Secretary and thereupon he declared the result of the voting, as per the summary reproduced hereunder:-

1. Ordinary Resolutions:-

(a) To consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2020, the reports of the Board of Directors and Auditors thereon.

(b) To consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2020 and the report of Auditors thereon.

Number of Votes in favour: 1,58,20,832 Number of Votes Against: Nil Declared result: Passed with requisite majority.

2. Ordinary Resolution:-

Appointment of Mr. Mahesh Raghavan Menon (DIN: 00164298), a Director retiring by rotation.

Number of Votes in favour: 1,58,20,832 Number of Votes Against: Nil Declared result: Passed with requisite majority. 3. Ordinary Resolution:-

Reappointment of Mr. P. B. Deshpande as Manager of the Company for a period of 2 (two) years with effect from August 9, 2020.

Number of Votes in favour: 1,58,20,832 Number of Votes Against: Nil Declared result.Passed with requisite majority.

J. R. K. SARMA CHAIRMAN OF THE MEETING

Date of entry in the Minutes Book and date of signing: 14:01:2021

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Certified True Copy For Utique Enterprises Limited

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