Vinny Overseas Ltd

Vinny Overseas Limited — Closure of Trading Window from 01 October 2026 until 48 hours after the declaration of the Financial Results for the Quarter ended 30 September 2026 (FY 2026-27); trading window to reopen thereafter.

Vinny Overseas Limited: Trading Window Closed for Designated Persons from 01 October 2026 till expiry of 48 hours after declaration of the Financial Results for the Quarter ended 30 September 2026 (FY 2026-27); trading window shall re-open thereafter.

AGM details

• The AGM was held on 25 September 2026 at 2:30 PM via VC/OAVM.

Key resolutions

• The Audited Financial Statements for the year ended 31 March 2026 were adopted with 99.99% in favour.
• The reappointment of Nishita Shah by rotation was approved with 99.96% in favour.
• Dhawal Sharad Jadhav was appointed as Independent Director with 99.96% in favour.
• Parag Kailashchandra Jagetiya was reappointed as Independent Director for five years.
• Divyaprakash Jagdishchandra Chechani was reappointed as Independent Director for five years.
• Remuneration of Cost Auditor was ratified with 99.96% in favour.

Dividend

• No dividend was proposed or declared.

Directors & appointments

• Nishita Shah reappointed by rotation.
• Dhawal Sharad Jadhav appointed as Independent Director.
• Parag Kailashchandra Jagetiya Independent Director term starts 27 Sep 2026 for five years.
• Divyaprakash Jagdishchandra Chechani Independent Director term starts 27 Sep 2026 for five years.

Auditor remuneration

• Remuneration of Cost Auditor ratified.

AGM Details

• Date/time/mode: 25 September 2026, 2:30 PM IST via VC/OAVM.
• Mode: remote e-voting plus e-voting at the AGM.
• Cut-off date for voting: 15 September 2026; total voting rights: 46,57,46,622.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements for FY ended 31 Mar 2026; passed 99.99%.
• Resolution 2 (Ordinary): Re-appointment of Nishita Shah by rotation; passed 99.96%.
• Resolution 3 (Special): Appointment of Dhawal Sharad Jadhav as Independent Director; passed 99.96%.
• Resolution 4 (Special): Reappointment of Parag Kailashchandra Jagetiya as Independent Director; passed 99.96%.
• Resolution 5 (Special): Reappointment of Divyaprakash Jagdishchandra Chechani as Independent Director; passed 99.96%.
• Resolution 6 (Ordinary): Ratification of remuneration of Cost Auditor; passed 99.96%.

Directors and appointments

• New independent director appointed: Dhawal Sharad Jadhav.
• Nishita Shah reappointed by rotation.
• Parag Kailashchandra Jagetiya reappointed as Independent Director for second term.
• Divyaprakash Jagdishchandra Chechani reappointed as Independent Director for second term.

Auditors and remuneration

• Remuneration of Cost Auditor ratified.

AGM Details

• AGM held on 25 September 2026, 02:30–02:46 PM, via VC/OAVM.
• Remote e-voting window: 22 Sep 2026 09:00 to 24 Sep 2026 17:00.
• Attendance at VC/OAVM: 2 promoters, 38 public.
• Total shareholders on record date: 77,665 (as on 18 Sep 2026).

Voting & Proceedings

• Annexure A contains the AGM proceedings.
• Voting results will be submitted separately.

AGM Details

• Date/time: 25 Sep 2026, 2:30–2:46 PM; mode: VC/OAVM.
• Record date: 18 Sep 2026; shareholders on record: 77,665.

Voting & Proceedings

• Remote e-voting offered 22–24 Sep 2026; voting at AGM via VC/OAVM.
• Results to be submitted separately.

Attendance

• Shareholders attended via VC/OAVM: Promoters 2; Public 38.

Financial performance

• Revenue from operations ₹12,461.55 lakh, up 2.5% YoY.
• PAT ₹92.27 lakh, down 82.1% YoY.
• EBITDA ₹827.27 lakh; margin 6.64%, vs 10.81% prior year.
• Total income ₹12,750.02 lakh, down 0.94% YoY.
• EPS ₹0.02; basic and diluted.

Balance sheet & liquidity

• Total assets ₹12,420.50 lakh; net worth ₹83.00 crore.
• Total borrowings ₹141.63 crore; current ₹89.85 crore; long-term ₹51.78 crore.
• Current ratio 1.91x; Debt service coverage 1.04x; gearing 13.59%.
• Operating cash flow ₹1,525.38 lakh; cash ₹110.48 lakh at year-end.

Operations and capex

• Gross block for Plant Machinery rose to ₹4,222.55 lakh; depreciation ₹600.43 lakh.
• Revenue growth driven by domestic processing; energy discipline implemented.
• Windmill theft cited as Emphasis of Matter; insured with FIR filed.
• Export FX earnings ₹37.99 lakh; FX outgo ₹867.22 lakh.

Governance & board changes

• Board met five times in FY2025-26.
• Independent Director Neelam Gurbaxani resigned 08-Apr-2026.
• Dhawal Sharad Jadhav appointed Independent Director 05-Aug-2026.
• Nishita Shah to retire by rotation; reappointment considered.
• Parag Jagetiya and Divyaprakash Chechani up for second terms.

Audit, risk & internal controls

• Statutory auditors Kishan M Mehta & Co; unmodified opinion with wind theft Emphasis.
• Secretarial audit MR-3: no qualifications; no fraud reported.
• Internal audit by M/s P Prajapat & Co; controls deemed adequate.

Related party transactions & CSR

• Related party transactions on arm's length terms; disclosures in Annexure.
• Aggregate loans to related parties ₹400 lakh; outstanding ₹673.99 lakh.
• CSR obligation ₹10.20 lakh; spent ₹10.21 lakh; surplus ₹0.887 lakh.

AGM, notices & shareholding

• 34th AGM on 25-Sep-2026 via VC/OAVM.
• E-voting window 22-24-Sep-2026; cut-off date 18-Sep-2026.
• All shares dematerialised; ISIN INE01KI01027.

Outlook & strategic focus

• Future focus on premiumization, sustainability, capacity and scale.
• Capex guided toward eco-friendly fabrics and modernisation, not just capacity add.