Vinny Overseas Ltd Directors Report

To, The Members VINNY OVERSEAS LIMITED

Your directors take pleasure in presenting the 34th Annual Report of the Company together with the Audited Accounts for the Financial Year ended on 31st March, 2026.

FINANCIAL STATEMENTS & RESULTS:

Particulars	FY 2025-26	FY 2024-25
Revenue from operations	12,461.55	12,157.21
Other income	288.48	714.17
Total income	12,750.02	12,871.38
EBITDA (PBT + finance costs + depreciation)	827.27	1,314.39
EBITDA margin (on revenue)	6.64%	10.81%
Profit before tax	136.87	718.78
Profit after tax (PAT)	92.27	515.42
Net worth (equity share capital + other equity)	8,300.28	8,218.44
Total assets	12,420.50	10,609.36
Basic / diluted EPS (^)	0.02	0.14

The Income from operations of the Company for the year 2025-26 has increased to Rs. 12,461.55 Lakhs from Rs. 12,157.21 Lakhs in previous year. The company had incurred profit of Rs. 92.27 Lakhs compared to the profit of Rs. 515.42 Lakhs in previous year.

OPERATIONS:

Your directors inform the members that during the year under review. Your company reported operating revenue increased while profitability declined. Detailed information on the operations of the company and details on the state of affairs of the company are covered in the management discussion and analysis report.

CAPITAL STRUCTURE:

The capital Structure of the company as on 31.03.2026 stood as follows:

The authorized share capital of the company as on 31st March 2026 is 50,00,00,000/- (5000.00 Lakhs) divided into 50,00,00,000/- (Fifty Crore) equity shares of Rs. 1/- each ranking pari passu.

The paid-up equity share capital of the Company as on 31stMarch, 2026 is 46,52,46,622 (4652.47 Lakhs).

DIVIDEND:

Keeping in view the Companys future growth plans, ongoing capital expenditure requirements, expansion initiatives and the need to conserve resources for long term value creation, the Board of Directors has, after careful consideration, decided not to recommend any dividend for the financial year ended March 31, 2026.

The Board believes that retaining the earnings generated during the year will strengthen the Company s financial position and provide adequate resources to support its strategic growth objectives, capacity expansion plans and emerging business opportunities.

No dividend was declared or paid during the previous financial year as well.

TRANSFER TO RESERVES:

During the financial year ended March 31, 2026, the Board of Directors has not proposed any transfer of profits to the General Reserve of the Company.

The profit earned during the year has been retained in the Statement of Profit and Loss under the head Retained Earnings and carried forward, details whereof are disclosed in the Financial Statements forming part of the Annual Report.

The Board believes that retention of earnings will strengthen the Company s financial position and provide adequate resources for supporting future business growth, capacity expansion, strategic investments and other operational requirements.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business, during the year under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

As of March 31, 2026, the Board comprised 8 (eight) Directors, with an equal representation of 3 (Three) Executive Directors and 1 (One) Non-Executive Independent Directors. The Board included 4 (four) Women Directors, consisting of 2 (two) Executive Directors and 2 (two) Independent Directors representatives.

Changes in Board Composition:

Subsequent to the end of the financial year, Neelam Mohanlal Gurbaxani resigned as Independent Director effective 08.04.2026 due to professional commitments. Further, Dhawal Jadhav (DIN 02885608) was appointed as Non-Executive Independent Director w.e.f. 05.08.2026, subject to shareholder approval.

Changes in Key Managerial Personnel (KMP):

During the year, Mrs. Mansi Patel (ICSI Membership No.: A61703 has resigned from the post of Company Secretary & Compliance Officer of the Company, for better opportunity and bright future, w.e.f. 20th June, 2025. The Board places on record her appreciation for invaluable contribution and guidance. Further, Mr. Bhavesh Kantibhai Vaghasiya (ICSI Membership No.: A49340), has been appointed for the post of Company Secretary & Compliance Officer of the Company w.e.f. 30th July, 2025.

Statement on declarations of Independent Directors:

All Independent Directors of the Company have submitted declarations under Section 149(6) and (7) of the Act and the applicable Rules made thereunder, as well as Regulation 16(1)(b) of the SEBI Listing Regulations, confirming that they meet the criteria of independence and that there are no circumstances affecting their status as Independent Directors. None of the Independent Directors is disqualified under any applicable law from continuing in such capacity.

Further, during the year under review, the Independent Directors did not have any material pecuniary relationship or transactions with the Company, other than receipt of sitting fees and reimbursement of expenses incurred for attending meetings of the Board and its Committees.

In compliance with Regulation 25(8) of the SEBI Listing Regulations, they have also confirmed that they are not aware of any existing or reasonably anticipated circumstances that could impair their ability to discharge their duties independently and objectively.

The Board of Directors has duly reviewed and taken on record these declarations and confirmations after undertaking due assessment of the veracity of the same. The Board is of the opinion that all Directors, including the Independent Directors of the Company,

possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, digitalisation, strategy, finance, governance, human resources, safety, sustainability, etc.

Retirement by rotation and subsequent re- appointment:

Pursuant to provisions of Section 152(6) of the Act and applicable clauses of the Articles of Association of the Company, Ms. Nishita Shah (DIN: 07197925), Director of the Company, retires by rotation at this Annual General Meeting and, being eligible, has offered herself for reappointment.

The Board, at its meeting held on May 12, 2026, has recommended her reappointment to the shareholders of the Company. Information/ details as required under Regulation 36(3) of the Listing Regulations, particulars of the Director seeking reappointment at this AGM are given in the Annexure to the AGM Notice.

Certificate of Non-Disqualification of Directors:

The Company has obtained a Certificate from Mr. Vijay Kumar Mishra, Managing Partner of M/s. VKM & Associates, Practising Company Secretaries, pursuant to Regulation 34(3) read with Schedule V para C clause 10(i) of the SEBI Listing Regulations, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/ Ministry of Corporate Affairs or any such Statutory Authority.

Key Managerial Personnel ( KMP ):

As on March 31, 2026, the following were the KMP of the Company pursuant to sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force):

1. Hiralal Jagdishchand Parekh - Managing Director

2. Latadevi Hiralal Parekh - Whole Time Director

3. Nishita Shah - Whole Time Director

4. Vandani Sumanth Chowdhary - Non Executive Director

5. Mularam Naruram Prajapati - CFO

6. Bhavesh Kantibhai Vaghasiya - Company Secretary

FILLING OF CASUAL VACANCY OF INDEPENDENT DIRECTOR - REGULATION 25(6):

Ms. Neelam Mohanlal Gurbaxani resigned as an Independent Director with effect from 8th April, 2026. In terms of Regulation 25(6) of the SEBI (LODR) Regulations, 2015, the resultant vacancy was required to be filled not later than 8th July, 2026. The vacancy was filled on 5th August, 2026 by the appointment of Mr. Dhawal Sharad Jadhav as an Independent Director. The Board notes the delay and has put in place a succession framework to ensure timely filling of any future vacancy.

MEETING OF INDEPENDENT DIRECTORS:

In terms of Schedule IV to the Companies Act, 2013 read with Regulation 25(3) of the SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on19th February, 2026, without the presence of NonIndependent Directors and members of the management. At the said meeting the Independent Directors reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

The Company does not have any Subsidiary Companies or Joint Venture Company or Associate Company. MATERIAL CHANGES AND COMMITMENT:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of the report.

State of Affairs / Significant Events during the year

A theft occurred at the Companys windmill premises on 16.12.2025 involving assets estimated at ^18.52 lakh; the company stated the assets were insured and filed an FIR.

REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year the financial statement or report was not revised. Hence further details are not applicable. POLICY ON DIRECTORS REMUNERATION:

The Board has framed a policy for selection and appointment of Directors, senior management and their remuneration is recommended by the Nomination & Remuneration Committee.

ANNUAL EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties &obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME:

The Company has put in place an induction and familiarization programme for all the Independent Directors. The familiarization programme for independent directors in terms of regulation 46(2)(i) of listing regulations, is uploaded on the website of the company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act 2013 with respect to Directors Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts the applicable accounting standards had been followed along

with proper explanation relating to material departures.

2. that the Directors had selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis; and

5. that the directors had laid down internal financial controls to be followed by the company and that such

internal financial controls are adequate and were operating effectively.

6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions are placed before the Audit committee entered into during the financial year was on an arm length basis and in the ordinary course of business. There were no material related party transactions made by the company with the key managerial person which may have potential conflict with the interest of the company at large, related party transactions are provided in notes to financial statements annexed to the report as Annexure 1.

DEPOSITS:

The company has not accepted any deposit from public within the meaning of section 73 to 76 of the companies act, 2013 ( The Act ) and the rules framed there under.

LOANS, GUARANTEE & INVESTMENTS:

During the year under review, the Company has stood guarantor. The particulars of the guarantee provided, including the purpose for which it is proposed to be utilised by the recipient, as required under Section 186(4) of the Companies Act, 2013, are given below. Particulars Amount (Rs. In Lakhs) Aggregate amount of loan granted, and guarantee provided during the year

Particulars	Amount (Rs. In Lakhs)
Aggregate amount of loan granted, and guarantee provided during the year - Subsidiaries, Joint Ventures and associates - Other than	400.00
Subsidiaries, Joint Ventures and associates Balance outstanding as at balance sheet date in respect of above cases: - Subsidiaries, Joint Ventures and associates - Other than	673.99
Subsidiaries, Joint Ventures and associates

The Company has granted any loan, made any investment or provided any security under Sections 185 and 186 of the Act during the year under review.

DECLARATIONS BY INDEPENDENT DIRECTORS:

All the Independent directors of the company have given declarations that they meet the criteria of independence as laid down under section 149(6) of the companies act 2013.

INTERNAL FINANCIAL CONTROL SYSTEM:

As per the provisions of the Companies Act, the director have the responsibility for ensuring that the company has proper internal financial control system to provide with resource assurance regarding adequacies and operative effectiveness of control to enable the director to meet their responsibility. Company has in place sound system to ensure for safeguarding of the assets, detection of fraud and error, reliable financial information and accuracy of accounting records etc.

COMMITTEES OF THE BOARD:

I. AUDIT COMMITTEE:

The company has constituted Audit committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

The Audit Committee comprises of the following Directors of the Company:

Sr.No . Name of Director	Nature of Directorship	Status
1. Parag Kailashchandra Jagetiya	Independent Director	Chairman Member Member
. 2 Vandani Sumanth Chowdhary Divyaprakash	Non-Executive Director
. 3. Jagdishchandra Chechani	Independent Director

II. Nomination & Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

Sr.No. Name of Director	Nature of Directorship	Status
1 Parag KailashchandraJagetiya	Independent Director	Chairman Member Member
2 Vandani Sumanth Chowdhary Divyaprakash	Non-Executive Director
3 Jagdishchandra Chechani	Independent Director

III. Stakeholders Relationship Committee:

Our Company has a shareholder / investors grievance committee (Stakeholders Relationship Committee) to redress complaints of the shareholders.

The Stakeholders Relationship Committee comprises the following Directors:

Sr.No. Name of Director	Nature of Directorship	Status
1. Parag Kailashchandra Jagetiya	Independent Director	Member
2. Vandani Sumanth Chowdhary	Non-Executive Director	Chairperson
3. Hiralal Jagdischand Parekh	Managing Director	Member