Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Vinny Overseas Limited

Meeting Details

The 34th Annual General Meeting was held on Friday, September 25, 2026, at 02:30 P.M. through Video Conferencing (VC) / Other Audio Video Means (OAVM). The meeting was conducted in accordance with MCA General Circular Nos. 14/2020, 17/2020, 20/2020, and 03/2025.

Proposed Resolutions and Implications

Six resolutions were proposed at the AGM:

1. Ordinary Resolution: Adoption of Audited Financial Statements for year ended 31st March 2026 with reports of Board of Directors and Auditors

2. Ordinary Resolution: Re-appointment of Ms. Nishita Shah (DIN: 07197925) as director retiring by rotation

3. Special Resolution: Appointment of Mr. Dhawal Sharad Jadhav (DIN: 02885608) as Independent Director

4. Special Resolution: Re-appointment of Mr. Parag Kailashchandra Jagetiya as Independent Director for second term of five years from 27th September 2026

5. Special Resolution: Re-appointment of Mr. Divyaprakash Jagdishchandra Chechani as Independent Director for second term of five years from 27th September 2026

6. Ordinary Resolution: Ratification of remuneration of Cost Auditor for financial year 2026-27

Voting Process and Methods

The voting process included:

  • Remote e-voting through NSDL platform (EVEN: 142387)
  • E-voting during the AGM for members who had not voted remotely
  • Cut-off date for voting eligibility: September 18, 2026
  • Total equity shares carrying voting rights: 46,52,46,622
  • Remote e-voting period: September 22, 2026 (09:00 AM) to September 24, 2026 (05:00 PM)
  • E-voting at AGM remained open during meeting and for 15 minutes after conclusion
  • Notice sent by email on September 3, 2026, and advertisement published in Financial Express on September 4, 2026

Key Voting Outcomes

Resolution 1 - Adoption of Financial Statements

  • Total votes cast: 18,26,70,053
  • Votes in favor: 18,26,51,795 (99.99%)
  • Votes against: 18,258 (0.01%)
  • Members voted: 104
  • Result: PASSED as Ordinary Resolution

Resolution 2 - Re-appointment of Ms. Nishita Shah

  • Total votes cast: 18,26,70,042
  • Votes in favor: 18,25,91,861 (99.96%)
  • Votes against: 78,181 (0.04%)
  • Members voted: 103
  • Result: PASSED as Ordinary Resolution

Resolution 3 - Appointment of Mr. Dhawal Jadhav

  • Total votes cast: 18,26,70,053
  • Votes in favor: 18,25,98,872 (99.96%)
  • Votes against: 71,181 (0.04%)
  • Members voted: 104
  • Result: PASSED as Special Resolution

Resolution 4 - Re-appointment of Mr. Parag Jagetiya

  • Total votes cast: 18,26,70,053
  • Votes in favor: 18,25,98,872 (99.96%)
  • Votes against: 71,181 (0.04%)
  • Members voted: 104
  • Result: PASSED as Special Resolution

Resolution 5 - Re-appointment of Mr. Divyaprakash Chechani

  • Total votes cast: 18,26,70,053
  • Votes in favor: 18,25,98,872 (99.96%)
  • Votes against: 71,181 (0.04%)
  • Members voted: 104
  • Result: PASSED as Special Resolution

Resolution 6 - Ratification of Cost Auditor Remuneration

  • Total votes cast: 18,26,70,042
  • Votes in favor: 18,25,98,661 (99.96%)
  • Votes against: 71,381 (0.04%)
  • Members voted: 103
  • Result: PASSED as Ordinary Resolution

Participation Breakdown

  • No votes were cast through e-voting at the AGM for any resolution
  • All voting occurred through remote e-voting only
  • No invalid votes were recorded for any resolution

Scrutinizer's Role and Findings

CS Ronak Ladhawala of Ladhawala and Associates (ACS: 41819, COP: 16599) was appointed scrutinizer by the Board on August 14, 2026. The scrutinizer:

  • Counted e-voting votes at AGM first
  • Unblocked remote e-voting votes on September 25, 2026, at 3:45 PM in presence of witnesses Dhenu Darji and Janki Sisodiya
  • Scrutinized data downloaded from NSDL e-voting system
  • Reconciled with Register of Members/list of beneficial owners provided by Bigshare Services Private Limited
  • Confirmed all resolutions passed with requisite majority
  • Maintains custody of electronic voting records until handed over to Company Secretary

Compliance Confirmation

The voting process complied with:

  • Section 108 of Companies Act, 2013
  • Rule 20(4)(xii) of Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI LODR Regulations, 2015
  • Secretarial Standard-2
  • MCA General Circulars regarding VC/OAVM meetings