Meeting Details

The 34th Annual General Meeting will be held on Friday, September 25, 2026, at 11:30 A.M. through Video Conferencing/Other Audio-Visual Means. The registered office at 414, City Center, 570, M.G. Road, Indore – 452001 (M.P.) shall be deemed as the venue.

Ordinary Business Items

1. Adoption of Financial Statements

  • To receive, consider and adopt the Audited Financial Statement for the financial year ended 31st March, 2026
  • Includes reports of the Board of Directors and Auditors
  • Requires ordinary resolution

2. Reappointment of Director Retiring by Rotation

  • Shri Piyush Mutha (DIN-00424206) retires by rotation and offers himself for reappointment
  • Proposed as Ordinary Resolution for reappointment as Managing Director

Special Business Items

3. Ratification of Cost Auditor Remuneration

  • M/s M. Goyal & Co., Cost Accountants, Jaipur (Registration No. 000051) appointed as Cost Auditors
  • Remuneration: Rs. 30,000/- per annum plus out of pocket/travelling expenses
  • Requires ordinary resolution

4. Reappointment of Managing Director

  • Reappointment of Shri Piyush Mutha (DIN-00424206) as Managing Director for 3 years from 01.04.2027 to 31.03.2030
  • Terms include maximum remuneration as detailed in explanatory statement
  • Minimum remuneration payable even if company incurs losses or has inadequate profits
  • Board authorized to vary terms of remuneration
  • Requires special resolution

5. Revision of Managing Director Remuneration

  • Revision in remuneration of Mr. Piyush Mutha, Managing Director effective from April 1, 2026
  • Terms as set out in explanatory statement
  • Requires special resolution

6. Appointment of Independent Director

  • Appointment of Ms. Muskaan Gupta (DIN: 09563359) as Non-Executive Independent Director
  • Appointed as Additional Director from August 10, 2026
  • Term: 1 year starting from 10th August, 2026
  • Has provided independence declaration under Section 149(6) of Companies Act, 2013
  • Requires special resolution

7. Borrowing Limits Authorization

  • Authorization to borrow money exceeding paid-up capital, free reserves, and securities premium
  • Maximum borrowing limit: Rs. 250 Crores outstanding at any time
  • Excludes temporary loans from bankers in ordinary course of business
  • Requires special resolution

8. Reappointment of Independent Director

  • Reappointment of Shri Manish Jhanwar (DIN: 05312225) as Independent Director
  • Second term of 5 consecutive years from 03rd May, 2027 to 02nd May, 2032
  • Currently serving first term until 02nd May, 2027
  • Has provided necessary independence declarations
  • Requires special resolution

9. Appointment of Executive Director

  • Appointment of Shri Chandrashekhar Sharma (DIN:11914422) as Executive Non-Independent Director
  • Term: 1 year from 27th August 2026 to 27th August 2027
  • Remuneration: Rs. 1,13,000 per month
  • Minimum remuneration payable even if company incurs losses
  • Board authorized to vary terms of remuneration within permitted limits
  • Requires special resolution

Remuneration Details for Piyush Mutha (Items 4 & 5)

  • Basic Salary: Maximum of Rs. 14,50,000 per month
  • Perquisites:
  • Utilities expenses: Maximum Rs. 3,00,000 per annum
  • Medical reimbursement: Maximum Rs. 2,00,000 per annum
  • Club fees: Maximum Rs. 50,000 per annum
  • Personal accident insurance: Maximum Rs. 25,000 per annum
  • Assignment of insurance policy: Maximum Rs. 10,00,000
  • Perquisites are interchangeable
  • Additional benefits (not counted for maximum remuneration calculation):
  • Provident Fund, Superannuation Fund contributions to extent not taxable
  • Gratuity as per company rules
  • Leave encashment to extent not taxable
  • Other perquisites (not valued):
  • Mobile & telephone facility for official use
  • Car(s) with driver(s) for official use
  • Reimbursement of all business-related expenses
  • No sitting fees for board/committee meetings

Director Details

Shri Piyush Mutha

  • DIN: 00424206
  • Qualification: B.E. & MBA
  • Experience: 33 years in cotton industry
  • Relationship: Brother of Shri Praneet Mutha, Director
  • Shares held: 521,750 equity shares

Ms. Muskaan Gupta

  • DIN: 09563359
  • Date of Birth: 31.07.1997
  • Qualification: Company Secretary
  • Expertise: Corporate Governance, Secretarial & Regulatory Compliance, Corporate Laws
  • Shares held: Nil

Shri Manish Jhanwar

  • DIN: 05312225
  • Date of Birth: 10-05-1984
  • Qualification: Chartered Accountant & B.Com
  • Experience: 15 years in statutory audit, investment banking, internal audit
  • Other directorships: Megamont Limited & Tusaldah Limited
  • Committee memberships: Audit Committee, Stakeholder Relationship Committee & Nomination and Remuneration Committee
  • Shares held: Nil

Shri Chandrashekhar Sharma

  • DIN: 11914422
  • Qualification: B.Com
  • Expertise: Commercial operations, procurement, vendor management, purchase & cotton planning
  • Shares held: Nil

Voting and Meeting Procedures

  • Remote e-voting period: September 22, 2026 (9:00 AM) to September 24, 2026 (5:00 PM)
  • Cut-off date for voting eligibility: September 18, 2026
  • E-voting service provider: Central Depository Securities Limited (CDSL)
  • Physical attendance not required - meeting through VC/OAVM only
  • Facility available for 1000 members on first-come-first-served basis (exceptions for large shareholders, promoters, institutional investors, directors, KMPs)
  • Register of members and share transfer books closed: September 19-25, 2026
  • Scrutinizer: Mr. Shilpesh Dalal, Practicing Company Secretary

Document Availability

  • Annual Report and AGM Notice available electronically and on request
  • Documents uploaded on company website: https://www.vippyspinpro.com/annual_reports.php
  • Also available on BSE website and CDSL e-voting platform