Meeting Details

  • Date: Friday, September 25, 2026
  • Time: 02:30 P.M.
  • Location: Held through Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Type of Meeting: 34th Annual General Meeting
  • Deemed Venue: Registered Office of the Company at B/h. International Hotel, Narol-Isanpur Road, Narol, Ahmedabad – 382405, Gujarat.

Summary of Proposed Resolutions

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2026, together with the reports of the Board of Directors and the Auditors.

2. Appointment of Director: To appoint a director in place of Ms. Nishita Shah (DIN: 07197925), who retires by rotation and is eligible for re-appointment.

Special Business

3. Appointment of Independent Director (Mr. Dhawal Sharad Jadhav): A special resolution to appoint Mr. Dhawal Sharad Jadhav (DIN: 02885608) as a Non-Executive Independent Director for a term of five consecutive years commencing from August 05, 2026. He will be entitled to sitting fees and remuneration as determined by the Board.

4. Reappointment of Independent Director (Mr. Parag Kailash Chandra Jagetiya): A special resolution to reappoint Mr. Parag Kailash Chandra Jagetiya (DIN: 08902895) as an Independent Director for a second term of five years, from September 27, 2026, to September 26, 2031. He will be entitled to sitting fees and remuneration.

5. Reappointment of Independent Director (Mr. Divyaprakash Jagdishchandra Chechani): A special resolution to reappoint Mr. Divyaprakash Jagdishchandra Chechani (DIN: 08921232) as an Independent Director for a second term of five years, from September 27, 2026, to September 26, 2031. He will be entitled to sitting fees and remuneration.

6. Ratification of Cost Auditor Remuneration: An ordinary resolution to ratify the remuneration of ₹54,000 (Rupees Fifty Four Thousand only), plus applicable taxes and reimbursement of out-of-pocket expenses, payable to M/s. KVM & Co., Cost Accountants (Firm Registration No. 000458), for conducting the cost audit for FY 2026-27.

Voting Process and Methods

The voting process will be conducted electronically.

  • Remote E-Voting: The facility for remote e-voting will be provided by National Securities Depository Limited (NSDL).
  • Remote E-Voting Period: Commences at 09:00 a.m. (IST) on Tuesday, September 22, 2026, and ends at 05:00 p.m. (IST) on Thursday, September 24, 2026.
  • Cut-off Date: The eligibility for voting is determined as of the cut-off date, which is Friday, September 18, 2026.
  • Physical Attendance: Dispensed with for this VC/OAVM meeting. The facility for appointment of proxies is not available.

Scrutinizer's Role

M/S Ladhawala & Associates, Company Secretaries (M.No.41819, COP No.16599), have been appointed as the Scrutinizer to conduct the e-voting and remote e-voting process in a fair and transparent manner. The Scrutinizer will submit a report to the Chairman after the scrutiny is complete.

Key Voting Outcomes and Shareholder Information

  • Result Declaration: The results of the voting, along with the Scrutinizer's report, will be announced by the Chairman and subsequently posted on the company's website (www.vinnyoverseas.in) and the e-voting agency's website (https://www.evoting.nsdl.com/). It will also be displayed at the company's registered office and communicated to the stock exchanges.
  • Register of Members Closure: The Register of Members and Transfer Book will remain closed from Saturday, September 19, 2026, to Friday, September 25, 2026 (both days inclusive).
  • Unclaimed Dividend: The notice states there are currently no dividend amounts outstanding that are required to be transferred to the Investor Education and Protection Fund (IEPF).

Compliance with Laws and Regulations

The notice confirms that the AGM is being conducted through VC/OAVM in compliance with:

  • Circulars issued by the Ministry of Corporate Affairs (MCA), including General Circular No. 03/2025 dated September 22, 2025.
  • Circulars issued by the Securities and Exchange Board of India (SEBI).
  • Provisions of the Companies Act, 2013.
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • The voting process adheres to Section 108 of the Companies Act, 2013, and Regulation 44 of the SEBI LODR Regulations.

Names and Roles of Signatories

  • Issued By: Bhavesh Vaghasiya, Company Secretary and Compliance Officer (M No. A49340), on behalf of Vinny Overseas Limited.
  • Notice Signed By: Mr. Hiralal Jagdishchand Parekh, Managing Director (DIN: 00257758), on behalf of the Board of Directors of Vinny Overseas Limited.
  • Scrutinizer: M/S Ladhawala & Associates, Company Secretaries.

Other Relevant Information

The notice includes extensive instructions and notes for shareholders regarding:

  • The availability of the notice and annual report on the company and stock exchange websites.
  • The mandatory dematerialization of shares and requirements for furnishing PAN, KYC, and nomination details for physical shareholders.
  • Procedures for registering email IDs for e-voting communication.
  • The process for inspection of documents referred to in the notice.