Vinyoflex Ltd

AGM Details and outcomes

• AGM held on 25 September 2026 at 10:00 AM.
• Detailed voting results and scrutinizer report enclosed/uploaded on company website and NSDL.
• All resolutions in the Notice were passed by the requisite majority.

Vinyoflex Ltd: Trading Window shall remain closed from 1st October, 2026 till the end of 48 hours from the conclusion of the Board Meeting Scheduled for Consideration and Approval of Un-audited Financial Results for the Quarter ended September 30, 2026.

AGM Details

• Date and time: 25 September 2026 at 10:00 A.M.
• Mode: physical AGM at Rajkot registered office.
• Meeting concluded at 10:25 A.M.
• Attendees: 34 Members attended.

Key Resolutions

• Adopt standalone financial statements, directors' report, cash flow, and independent auditor's report for FY ended 31 Mar 2026.
• Re-appoint Nila Uday Tilva as director, retiring by rotation.
• Re-appoint Bhavin Associates as statutory auditors for five years.

Voting Status

• Results of remote e-voting and insta-poll to be declared within the prescribed time.

Book closure

• AGM on 25 September 2026; book closure 19–25 September 2026.

Cut-off date

• Cut-off date: 18 September 2026.

E-voting window

• E-voting runs 21 September 2026 9:00 to 24 September 2026 17:00; record date 18 September 2026.

Financials

• Revenue from operations: ₹4083.20 lakh in FY2025-26, down from ₹4238.96 lakh.
• Net profit after tax: ₹321.02 lakh, up from ₹258.30 lakh.
• Profit before tax: ₹428.66 lakh, up from ₹344.60 lakh.
• Tax provisions: ₹104.00 lakh; Deferred tax liability ₹4.81 lakh; excess provision ₹1.17 lakh.
• Retained earnings at year-end: ₹3169.77 lakh.
• Dividend: no dividend recommended for 2025-26.
• Debt: zero debt; no borrowings.

Operations & capacity

• PVC Film production: approx. 2,993,512 kg in FY2025-26.
• Production capacity expanded; not fully utilized yet; positioned for future demand.
• Growth focus amid sluggish market conditions.

Capital structure & ownership

• Authorized share capital: ₹5 crore; paid-up equity: ₹4.319 crore.
• Equity shares issued/subscribed: 4,319,000 shares.
• Shareholding mix: Indian Promoter 46.51%, Foreign Promoter 4.72%, Public 43.69%.
• Dematerialization: NSDL/CDSL; physical shares still exist but dematerialization ongoing.
• No new equity shares issued during the year.

Governance & board

• Board comprises 6 directors: 3 executive (incl. MD) and 3 independent; 1 woman director.
• No changes in directors during the year.
• Audit Committee met 4 times; independent directors chaired committee.
• Nomination & Remuneration Committee met 4 times; responsible for director/Appointment policies.
• Stakeholders' Relationship Committee met once; handles transfers and investor grievances.
• CEO/CFO certification and Corporate Governance certificate attached.

Audit, internal controls & compliance

• Statutory Auditors Bhavin Associates reappointed for FY2026-27 to FY2030-31.
• Auditors confirm independence and compliance with applicable norms.
• Internal controls adequate; independent Internal Audit function reviews controls.
• No fraud reported; no penalties or strictures from regulators.
• Secretarial audit (MR-3) conducted; observations are explanatory and non-material.

Related parties & risk

• Related party contracts with Roto Screentech, Roselin Leather, Polytrans Lemicoat.
• Contracts include rent, purchases and sales; terms at arm's length; board-approved 09/04/2025.
• Note on related party disclosures indicates no material non-arm's-length transactions.

Outlook & governance initiatives

• Outlook: focus on growth through capacity and market recovery.
• Green initiatives: electronic communications and website hosting of AGM/AR; dematerialization ongoing.
• Whistle blower policy in place; vigil mechanism overseen by Audit Committee.

agm details

• AGM scheduled for 25 September 2026 at 10:00 AM IST at registered Rajkot office.
• E-voting window: cut-off date 18 Sept 2026; remote voting Sept 21–24, 2026; physical meeting with e-voting.

resolutions

• Item 1: Ordinary resolution to adopt financial statements and reports.
• Item 2: Ordinary resolution to re-appoint Nila Uday Tilva as director.
• Item 3: Ordinary resolution to re-appoint Bhavin Associates as statutory auditors; remuneration to be decided.

director changes

• Nila Uday Tilva seeks re-appointment as director; retires by rotation.

auditor appointments

• Bhavin Associates re-appointed as statutory auditors for FY 2026-31; tenure until the 38th AGM.

shareholder closure

• Register of Members and Share Transfer Book closed 18-09-2026 to 25-09-2026 (inclusive).

Key Decisions

• Board approved FY2026 Board Report and annexures.
• Draft notice for 33rd AGM scheduled Sep 25, 2026 at 10:00 AM.
• Recommended re-appointment of Mrs Nila Uday Tilva (DIN: 07123527) subject to members' approval.

Appointments/Resignations

• Appointed CS Chetan Devidas Shah as Scrutinizer; Practising Company Secretary; for remote e-voting and AGM.

AGM/Record Date

• AGM date set for Sep 25, 2026 at 10:00 AM at Registered Office, Rajkot.
• Books closed Sep 18–25, 2026; cut-off for remote e-voting and AGM e-voting Sep 18, 2026.

Escrow mechanism non-applicable

• Escrow Payment Mechanism not applicable as no instruments or arrangements require it.
• No disclosure required; clarification filed on 16 July 2026.