Key Modification

The only change specified is in Agenda Item No. 1 of the notice, which involves adding the word "consolidated." The resolution for this item will now read: "RESOLVED THAT the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 and the reports of the Board of Directors and Auditors' thereon, as circulated to the members be and are hereby considered and adopted." All other contents of the original AGM notice remain unchanged.

AGM Logistics

The 41st AGM will be held on August 11, 2026, at 11:00 A.M IST through Two-Way Video Conferencing (VC) / Other Audio-Visual Means (OAVM) facility, in compliance with MCA circulars permitting virtual meetings until September 30, 2026. The deemed venue for the meeting is the registered office in Ahmedabad. Physical attendance of shareholders is dispensed with, and the facility for appointing proxies is not available.

Agenda Items

Ordinary Business

1. To receive, consider, and adopt the audited financial statements for the financial year ended March 31, 2026, together with the reports of the Board of Directors and the Auditors.

2. To appoint a director in place of Mr. Arvind Pandey (DIN: 10637419), who retires by rotation and, being eligible, offers himself for reappointment.

Special Business

3. Ratification of Remuneration of Cost Auditor: An ordinary resolution to ratify the appointment of M/s. A.G. Tulsian and Co. as Cost Auditor for the financial year ending March 31, 2027. The remuneration approved by the Board of Directors is ₹50,000 plus reimbursement of out-of-pocket expenses.

4. Reappointment of Mr. Susanta Kumar Panda (DIN: 07917003) as an Independent Director: A special resolution to reappoint him as an Independent Director, not liable to retire by rotation, for a term of five years from June 1, 2026, to May 31, 2031.

Explanatory Statement for Special Business

Item No. 3 - Cost Auditor Remuneration

The Board of Directors, on the recommendation of the Audit Committee at their meeting held on May 20, 2026, approved the appointment and remuneration. No Director, Key Managerial Personnel, or their relatives are concerned or interested in this resolution.

Item No. 4 - Reappointment of Independent Director

Mr. Susanta Kumar Panda was first appointed as an Independent Director on March 10, 2021. His first term is ending on May 31, 2026. The Board, based on a performance evaluation of his tenure, has recommended his reappointment citing his expertise, experience, and substantial contribution. He has provided all necessary statutory disclosures and declarations, including those confirming his independence and that he has not been debarred by any authority. He holds no shares in the company. His remuneration for FY 2025-26 consisted of sitting fees totaling ₹2,50,000 for attending Board, Audit Committee, and other committee meetings. He is also an Independent Director on the boards of several other companies, including Shanti Educational Initiatives Limited, Tiger Logistics (India) Limited, Mangalam Worldwide Limited, and Paytm Payments Services Limited. He resigned from Elitecon International Limited on April 2, 2026.

Record Date and Share Transfer Book Closure

The Register of Members and Share Transfer Books will be closed from Wednesday, August 5, 2026, to Monday, August 10, 2026 (both days inclusive).

E-Voting Details

The cut-off date for determining members eligible to vote is Tuesday, August 4, 2026. The remote e-voting period commences on Saturday, August 8, 2026, at 10:00 a.m. and ends on Monday, August 10, 2026, at 5:00 p.m. Mr. Chirag Shah, Practicing Company Secretary (FCS: 5545, COP: 3498), has been appointed as the Scrutinizer to oversee the voting process. The results will be declared within two working days of the AGM conclusion and uploaded on the company's website and the website of Link Intime.

Additional Information for Shareholders

The notice and related documents are available on the company's website (https://vishalfabricsltd.com/investor-relations/) and the websites of the stock exchanges. Shareholders are urged to update their email addresses and mobile numbers with their Depository Participants to receive communication electronically. Detailed instructions for remote e-voting and participation in the AGM via the InstaMeet VC platform are provided in the document.