VINNY OVERSEAS LIMITED — Proxy Solicitation & Information Statement 2023

Jan 20, 2023

Registered Office: B/H International Hotel, Narol-Isanpur Road, Narol Ahmedabad Gujarat 382405 India Corporate Identification Number: L51909GJ1992PLC017742 Tel. No.: +91 79 2573 1900; Fax: N.A. Email: cs@vinnyoverseas.in ; Website: www.vinnyoverseas.in

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra Ordinary General Meeting of the Members (EOGM/EGM) of Vinny Overseas Limited will be held on Tuesday, 14th February, 2023 at 11:00 A.M. at the Registered Office of the Company at B/H International Hotel Narol-Isanpur Road Narol Ahmedabad-382405, Gujarat, India to transact the following Business:

Item No. 1: SUB-DIVISION/SPLIT OF EQUITY SHARES OF THE COMPANY FROM FACE VALUE OF Rs. 10/- EACH TO FACE VALUE OF Re. 1/- EACH

To Consider and if thought fit, pass, with or without modification(s) the following resolution, as an ordinary resolution:

"RESOLVED THAT pursuant to the provisions of Sections 61(1)(d), 64 and other applicable provisions of the Companies Act, 2013 ('the Act') and Rules framed thereunder including the statutory modifications thereto and reenactments thereof for the time being in force and the provisions of Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules, regulations, circulars, notifications etc. issued thereunder, subject to such approvals and consents from appropriate authorities, the consent of the Members of the Company be and is hereby accorded for sub-division of each equity share of face value of Rs. 10/- (Rupees Ten Only) into face value of Re. 1/- (Rupee One Only) each.

"RESOLVED FURTHER THAT pursuant to the split/sub-division of equity shares of the Company, all the issued, subscribed and paid-up equity shares of face value of Rs. 10/- (Rupees Ten only) each of the Company existing on the record date to be fixed by the Board of Directors shall stand subdivided into equity shares of face value of Re. 1/- (Rupee One only) each fully paid up as given below, without altering the aggregate amount of such capital and shall rank pari passu in all respects with the existing fully paid equity share of 10/- each of the company:

Particulars	Pre-Split/Sub-Division		Post-Split/Sub-Division
No.ofShares		FaceValue(In Rs.)	Total ShareCapital (inRs.)	No. of Shares	FaceValue(In Rs.)	TotalShareCapital(inRs.)
AuthorisedShare Capital	1,25,00,000	10.00	12,50,00,000/-	25,00,00,000*	1.00	25,00,00,000/-
Paid-upShare Capital	1,01,14,057	10.00	10,11,40,570/-	10,11,40,570	1.00	10,11,40,570/-
SubscribedShareCapital	1,01,14,057	10.00	10,11,40,570/-	10,11,40,570	1.00	10,11,40,570/-

*Authorised share Capital will be increased to Rs. 25,00,00,000/- from Rs. 12,50,00,000/- subject to shareholder's approval and necessary filings with the Authorities and their approvals.

"RESOLVED FURTHER THAT upon the split/sub-division of the Equity Shares as aforesaid, the existing Share Certificate(s) in relation to the existing Equity Shares of the Face Value of Rs. 10/- each held in physical form, if any, shall be deemed to have been automatically cancelled with effect from the Record Date and the Board be and is hereby authorized to recall the same from the shareholders, if necessary, and to issue new shares certificates in lieu thereof, with regard to sub-divided Equity Shares in accordance with the provisions of the Companies (Share Capital and Debentures) Rules, 2014 (as amended), Articles of Association and other applicable regulations and in the case of the Equity Shares held in the dematerialized form, the sub-divided Equity Shares of the face value of Re. 1/- (Rupee One only) each, fully paid up, shall be credited to the respective beneficiary accounts of the members with their Depository Participants and the Company shall take such corporate actions as may be necessary in relation to the existing Equity Shares.

"RESOLVED FURTHER THAT the Board of Directors of the company be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary in relation to the above including the matters incidental thereto and to execute all such documents, instruments and writings as may be required in this connection and, to give effect to the aforesaid resolution including but not limited to fixing of the record date as per the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and subsequent amendments thereto and such other applicable provisions/ enactments and amendments from time to time, execution of all necessary documents with the Stock Exchanges and the Depositories and/or any other relevant statutory authority, if any, cancellation or rectification of the existing physical share certificates in lieu of the old certificates and to settle any question or difficulty that may arise with regard to the split/sub-division of the Equity Shares as aforesaid or for any matters connected therewith or incidental thereto."

Item No. 2- INCREASE AUTHORISED SHARE CAPITAL OF THE COMPANY

To Consider and if thought fit to pass, with or without modification(s) the following resolution, as an ordinary resolution:

"RESOLVED THAT pursuant to the provisions of Section 13, 61 and 64 and other applicable provisions of the Companies Act, 2013 and the rules issued there under and in accordance with the provisions of the Memorandum of Association of the Company, if any, under the Companies Act, 2013, (including any amendment thereto or reenactment thereof), the consent and approval of Members of the Company be and is hereby accorded to alter the Authorised Share Capital of Company from Rs.12,50,00,000 (Rupees Twelve Crores Fifty Lakhs only) comprising of 1,25,00,000 (One Crores Twenty Five Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each to Rs. 25,00,00,000 (Rupees Twenty-Five Crores only) comprising of 2,50,00,000 (Two Crore fifty lakhs) Equity Shares of Rs.10 (Rupees Ten) each".

"RESOLVED THAT pursuant to the provisions of Sections 13 and 61 and other applicable provisions of the Companies Act, 2013 and the rules issued there under (including any statutory modification or re-enactment thereof for the time being in force), the existing Clause V of the Memorandum of Association of the Company be and are hereby deleted and substituted by the following:

V. The Authorised Share Capital of the Company Rs. 25,00,00,000 (Rupees Twenty-Five Crores only) comprising of 2,50,00,000 (Two Crore fifty lakhs) Equity Shares of Rs.10 (Rupees Ten) each.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorised to give such directions, as may in their absolute direction deem necessary, proper or desirable, to apply for requisite approvals, sanctions of the statutory or regulatory authorities, as may be required, to sign, execute necessary applications, papers, documents, undertakings and other declarations for submission with stock exchanges, Registrar of Companies, Registrar &Share Transfer Agents, depositories and/or any other regulatory or statutory authorities, to appoint legal representatives, advocates, attorneys, including to settle any questions, doubts or difficulties that may arise in this respect without requiring to obtain any further approval of Members of the Company to the end and intent that they shall be deemed to have given their approval thereto and or matters connected therewith or incidental thereto expressly by the authority of this resolution."

Item No. 3- ISSUE OF BONUS SHARES

To consider and, if thought fit, with or without modification(s) to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other applicable regulations and guidelines issued by SEBI and Reserve Bank of India (RBI), as amended from time to time, relevant provisions of Memorandum and Articles of Association of the Company, subject to such approvals, consents, permissions, conditions and sanctions as may be considered necessary from appropriate authorities and subject to such terms and modifications, if any, as may be specified while according such approvals as may be required in this regard, approval of the members be and is hereby accorded to capitalize a sum not exceeding Rs. 13,14,82,741 (Rupees Thirteen Crore, fourteen Lakhs, eighty two thousand seven hundred forty one) or such amount as may be determined to be required by the Board, from and out of the amount standing to the credit of free reserves and/or the securities premium account as at March 31, 2022, for the purpose of issuance of bonus shares to the fully paid equity shareholders of the Company in the proportion of 13:10 i.e. 13 (Thirteen) New fully paid Equity Shares for every 10 (Ten) existing Equity Shares held on such date as may be fixed by the board for this purpose ('Record Date') and the new bonus share issued and allotted shall, for all purposes, be treated as an increase in the paid up Share Capital of the Company held by each such member, and not as income;

RESOLVED FURTHER THAT the Board of Directors confirm with reference to the issue of bonus shares that:

• The existing equity shares of the company are fully paid up.
• The Bonus shares have not been issued in lieu dividend or out of reserves created of revaluation of assets.
• The Company is authorized by the Article to issue bonus shares, as being proposed in the resolution.
• There is no default in repayment of deposit, interest payment thereon to any financial institution or banks.
• The Company has not defaulted in payment of statutory dues of employees such as contribution to PF, gratuity and bonus."

RESOLVED FURTHER THAT the Bonus Shares so allotted shall be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects with and carry the same rights as the existing Equity Shares on Record Date and shall be entitled to participate in full in any dividends and any other corporate action declared after the allotment of New Equity Shares;

RESOLVED FURTHER THAT pursuant to the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 and the rules and regulations as may be applicable, the bonus shares shall be issued and allotted only to such eligible equity shareholders whose entire holding in the Company are in demat form and shall be credited in electronic form to the allottees;

RESOLVED FURTHER THAT the allotment of the New Equity Shares as Bonus Shares to the extent they relate to Non-Resident Indians (NRIs), Foreign Portfolio Investors (FPIs), Persons of Indian Origin (PIO) and other foreign investors of the Company shall be subject to the approval of the RBI, under the Foreign Exchange Management Act, 1999, or any other regulatory authority, if applicable and as may be necessary;

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the New Equity Shares on the Stock Exchanges where the securities of the Company are presently listed, as per the provisions of the SEBI Listing Regulations and other applicable guidelines, rules and regulations;

RESOLVED FURTHER THAT in case of fractional shares, if any arising out of the issue and allotment of the bonus equity shares, the Board be and is hereby authorized to ignore such fraction and no certificate or coupon or cash shall be issued for fraction of equity shares and the bonus shall be rounded to the lower integer;

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolutions, Board be and is hereby authorized to delegate such powers and/or authority to any one or more of the, Managing Director, Chief Financial Officer, Company Secretary or any other person / official to make listing and/or trading application to the Stock Exchanges and to deal with Depositories and any other authorities as may be required for the aforesaid shares and to sign and execute all necessary forms, paper, writings, agreements and documents as may be deemed necessary and expedient in the aforesaid matters and to do such other acts and deeds required to give effect to the aforesaid resolutions."

Item No. 4- ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and, if thought fit, to pass, with or without modification(s) the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including statutory modification (s) or enactment (s) thereof, for the time being in force), subject to such approvals as may be necessary, consent of the Members of the Company be and is hereby accorded to alter and substitute the existing clause V of the Memorandum of Association of the Company with the following new Clause V:

"V. The Authorised Share Capital of the Company is Rs. 25,00,00,000 (Rupees Twenty Five Crores only), divided into 25,00,00,000 (Rupees Twenty Five Crores only) Equity Shares of Re. 1/- (Rupee One) each."

"RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorised to give such directions, as may in their absolute direction deem necessary, proper or desirable, to apply for requisite approvals, sanctions of the statutory or regulatory authorities, as may be required, to sign, execute necessary applications, papers, documents, undertakings and other declarations for submission with stock exchanges, Registrar of Companies, Registrar &Share Transfer Agents, depositories and/or any other regulatory or statutory authorities, to appoint legal representatives, advocates, attorneys, including to settle any questions, doubts or difficulties that may arise in this respect without requiring to obtain any further approval of Members of the Company to the end and intent that they shall be deemed to have given their approval thereto and or matters connected therewith or incidental thereto expressly by the authority of this resolution."

By the order of the Board VINNY OVERSEAS LIMITED

Sd/-

Hiralal Parekh (Managing Director) DIN:00257758

Date: January 16th, 2023

Place: Ahmedabad

Registered office Vinny Overseas Limited B/H International Hotel, Narol-Isanpur Road, Narol Ahmedabad-382405

Notes

• 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY OR PROXIES TO ATTEND AND, TO VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 (FIFTY) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER SHAREHOLDER.
• 1. The instrument of proxy in order to be effective, must be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A proxy form is sent herewith. Proxy form submitted on behalf of the Companies, Societies, etc. must be supported by an appropriate resolution / authority, as applicable.
• 1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, with respect to special business set out in EGM notice is annexed herewith.
• 1. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company, a certified copy of Board Resolution/ Authorization document authorizing their representative to attend and vote on their behalf at the EGM.
• 1. Members/ Proxies/ Authorized Representatives are requested to bring their Attendance Slip, which is enclosed herewith. Members, who hold shares in electronic form, are requested to write their DP ID and Client ID number/s and those who hold shares in physical form, are requested to write their Folio Number/s in the Attendance Slip for attending the EGM to facilitate identification of Membership at the EGM.
• 1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
• 1. The members are requested to intimate the Company, queries, if any, at least 10 days before the date of the meeting to enable the management to keep the required information available at the meeting.
• 1. Members are requested to notify immediately any change in their addresses and/ or the Bank Mandate details to their respective Depository Participants (DP) for shares held in electronic form.
• 1. The Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. The Company has engaged the services of NSDL as the agency to provide e-voting facility.
• 1. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively) has undertaken a "Green Initiative in Corporate Governance" and allowed companies to share documents with its shareholders through an electronic mode. Stock Exchanges permit companies to send soft copies of the EGM Notice to all those shareholders who have registered their email address for the said purpose. Members are requested to support this Green Initiative by registering / updating their email address for receiving electronic communication. The EGM Notice of the Company will also be available on the Company's website http://vinnyoverseas.in website of the Stock Exchanges i.e. the BSE Limited at www.bseindia.com and the National Stock Exchange of India Limited at www.nseindia.com and on the website of the National securities Depository Limited. (NSDL) at www.evoting.nsdl.com (the Authorised agency for providing remote e-voting facility).
• 1. All the Documents referred to in the notice are open for inspection at the registered office of the Company between 11:00 A.M. to 4:00 P.M on any working day prior to the day of meeting and will also be available at the meeting venue on the date of meeting.
• 1. Only registered members of the Company or any proxy appointed by such registered member may attend the EGM as provided under the provisions of the Companies Act, 2013.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, and in terms of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility to exercise their right to vote by electronic means. The facility of casting votes using an electronic voting system from a place other than the EGM venue ('remote e-voting') will be provided to the members by National Securities Depository Limited (NSDL). The Members shall refer to the detailed procedure on e-voting given in the Notice.
• 1. In addition to the remote e-voting facility as described above, the Company shall arrange voting facility at the venue of EGM through Ballot Paper and the members attending the meeting, who have not already cast their votes by remote e-voting, will be able to exercise their right at the meeting. Members who have cast their votes by remote e-voting prior to the meeting may attend the meeting but shall not be entitled to cast their vote again. Members will need to write on the ballot paper, inter alia, relevant Folio no., DP ID & Client ID and number of shares held etc.
• 1. Once the vote on a resolution is cast by the member, such member shall not be allowed to change it subsequently.
• 1. The company has appointed M/s Ladhawala Ronak & Associates, Practicing Company Secretary (Member No. A41819/

COP:16599) as the Scrutinizer ('Scrutinizer') for conducting the remote e-voting process in a fair and transparent manner.

• 1. The Scrutinizer shall, immediately after the conclusion of voting at EGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in employment of the Company and make, not later than two working days from the conclusion of meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. Thereafter, the Chairman or the person authorised by him in writing shall declare the result of the voting forthwith.
• 1. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website http://vinnyoverseas.in and on the website of NSDL immediately after the result is declared by the Chairman; and results shall immediately be disseminated to the Stock Exchanges where the shares of the Company are listed.
• 1. Members are requested to take a note that the Board of Directors of the Company in their meeting held on Tuesday, 16th February, 2023, has approved Bigshare Services Private Limited as Registrar and Share Transfer Agent (RTA). So, members are requested to send any sort of communication to the Company at their designated mail address i.e. cs@vinnyoverseas.in or Bigshare Services Private Limited at bssahd@bigshareonline.com.

General information and instructions relating to e-voting are as under:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING:-

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through NSDL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• i. The voting period begins on Saturday, 11th February, 2023 at 9:00 A.M. and ends on Monday, February 13th, 2023 at 5:00 P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, 10th February, 2023 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.
• ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable evoting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

Login method for Individual shareholders holding securities in demat mode is given below:

Type of	Login Method
shareholders
Individual	1.If you are already registered for NSDL IDeAS facility, please visit the e-Services
Shareholders	websiteofNSDL.OpenwebbrowserbytypingthefollowingURL:
Holding	https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the
securities in	home page of e-Services is launched, click on the "Beneficial Owner" icon under
Demat mode	"Login" which is available under "IDeAS" section. A new screen will open. You will

with NSDL	have to enter your User ID and Password. After successful authentication, you will beable to see e-Voting services. Click on "Access to e-Voting" under e-Voting servicesand you will be able to see e-Voting page. Click on options available against companyname or e-Voting service provider - NSDL and you will be re-directed to NSDL eVoting website for casting your vote during the remote e-Voting period or joiningvirtual meeting & voting during the meeting.2.If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp3.Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once thehome page of e-Voting system is launched, click on the icon "Login" which is availableunder 'Shareholder/Member' section. A new screen will open. You will have to enteryour User ID (i.e. your sixteen digit demat account number held with NSDL),Password/OTP and a Verification Code as shown on the screen. After successfulauthentication, you will be redirected to NSDL Depository site wherein you can see eVoting page. Click on options available against company name or e-Voting serviceprovider - NSDL and you will be redirected to e-Voting website of NSDL for castingyour vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting.
IndividualShareholdersholdingsecurities indemat modewith CDSL	1.Existing users who have opted for Easi / Easiest, they can login through their user idand password. Option will be made available to reach e-Voting page without anyfurther authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on NewSystem Myeasi.2.After successful login of Easi/Easiest the user will be also able to see the E VotingMenu. The Menu will have links of e-Voting service provider i.e. NSDL. Click onNSDL to cast your vote.3.If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration4.Alternatively, the user can directly access e-Voting page by providing demat AccountNumber and PAN No. from a link in www.cdslindia.com home page. The system willauthenticate the user by sending OTP on registered Mobile & Email as recorded in thedemat Account. After successful authentication, user will be provided links for therespective ESP i.e. NSDL where the e-Voting is in progress.
IndividualShareholders(holdingsecurities indemat mode)login throughtheirDepositoryParticipants	You can also login using the login credentials of your demat account through your DepositoryParticipant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able tosee e-Voting option. Once you click on e-Voting option, you will be redirected toNSDL/CDSL Depository site after successful authentication, wherein you can see e-Votingfeature. Click on options available against company name or e-Voting service providerNSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
IndividualShareholdersholdingsecuritiesinDemat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending arequest at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
IndividualShareholdersholdingsecuritiesin	Members facing any technical issue in login can contact CDSL helpdesk by sending arequest at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800225533

Demat mode with CDSL

B. Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• i. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• ii. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• iii. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in athttps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your vote electronically.

iv. Your User ID details are given below:

Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
a)For Members who hold shares indemat account with NSDL	8 Character DP ID followed by 8 Digit Client IDFor example if your DP ID is IN300**** and Client ID is12******* then user ID is IN30012**
b) For Members who hold shares indemat account with CDSL	16 Digit Beneficiary IDFor example if your Beneficiary ID is 12*********** then youruser ID is 12************
c)For Members holding shares inPhysical Form	EVEN Number followed by Folio Number registered with theCompanyFor example if folio number is 001*** and EVEN is 101456 thenuser ID is 101456001***

• v. Password details for shareholders other than Individual Shareholders are given below:
  • a. If you are already registered for e-voting, then you can your existing password to login and cast your vote.
  • b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c. How to retrieve your 'initial password'?
    • i. If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• vi. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a. Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b. Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• vii.After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

viii. Now, you will have to click on "Login" button.

ix. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1.	After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and
	whose voting cycle is in active status.
2.	Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your
	vote.
3.	Now you are ready for e-Voting as the Voting page opens.
4.	Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
	wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
5.	Upon confirmation, the message "Vote cast successfully" will be displayed.
6.	You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7.	Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [•] with a copy marked to evoting@nsdl.co.in 2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password. 3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to ujata@bigshareonline.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to ujata@bigshareonline.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in or procuring user id and password for e-voting.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1, 2, 3 and 4 of the Notice

To increase the liquidity of Equity shares on the exchange platform and widen the shareholder base and with an intent to spread the reward to the shareholders, the Board of Directors at its meeting held, on 16th January, 2023, subject to consent of shareholders of the Company and all other requisite approvals, permissions, sanctions had approved and recommended.

1. Sub-division of each equity share of Rs. 10/- (Rupees ten only) each to Re. 1/- (Rupee one only) each (Item No.1 to the Notice)

There will not be any change in the amount of authorized, subscribed, issued and paid-up share capital of the Company on account of sub-division of equity shares. Additionally, such subdivision shall not be construed as reduction in share capital of the Company

1. Issue of 13 (Thirteen) equity shares for every 10 (Ten) equity shares by capitalizing such sums out of capital redemption reserve/ securities premium account and/or any other permitted reserves/ surplus of the Company, as may be considered appropriate (Item no. 3 of the Notice).

The Issued, Subscribed and Paid-up share capital of the Company shall be increased to a sum not exceeding Rs. 23,26,23,311.00 /- (Rupees Twenty-Three Crore Twenty-Six Lakh Twenty-Three Thousand three hundred and Eleven only) after capitalizing a sum not exceeding Rs. 13,14,82,741 (Rupees Thirteen Crore, fourteen Lakhs, eighty-two thousand seven hundred forty one) from available balance of Securities Premium Account or any other permitted reserves/ surplus as per the audited Financial Results as on 31st March, 2022, and the same is proposed to be applied in paying up in full not exceeding 13,14,82,741 Equity Shares of Rs.1/- each.

1. To accommodate the Sub-division, it is necessary to alter the capital clause of the Memorandum of Association of the Company. Pursuant to provisions of Sections 13, 61 and 63 of the Companies Act, 2013, Articles of Association of the Company and any other applicable statutory and regulatory requirements, the Members may by way of an ordinary resolution approve sub-division of equity shares, alteration of capital clause of Memorandum of Association. (Item No. 2 and 4 of the Notice).

A copy of the amended Memorandum of Association of the Company (MOA) would be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of EOGM. Members seeking to inspect the MOA can send an email to cs@vinnyoverseas.in .

The Record Date for the aforesaid sub-division of equity shares and issue of bonus shares shall be fixed by the Board (including any Committee thereof) after the approval of the Members is obtained. Pursuant to proviso to Regulation 295 of SEBI ICDR (Issue of Capital and Disclosure Requirements) Regulations, 2018 the bonus issue shall be implemented within two months from the date of the meeting of Board of Directors wherein the decision to announce the bonus issue was taken subject to shareholders' approval.

Accordingly, the Company will take the requisite steps for implementing the aforesaid corporate actions on or before the allotment of shares. None of the Directors, Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the Resolutions, except to the extent of equity shares held by them in the Company.

The Board of Directors recommends passing of all the Ordinary Resolutions set out in the Notice.

By the order of the Board

VINNY OVERSEAS LIMITED

Sd/-

Hiralal Parekh (Managing Director) DIN:00257758

Date: January 16, 2023 Place: Ahmedabad

Registered office Vinny Overseas Limited B/H International Hotel, Narol-Isanpur Road, Narol Ahmedabad-382405

Route Map to Extra Ordinary General Meeting Venue

ATTENDANCE SLIP

Shareholder's Folio No. / DP ID-Client ID	: _______________________________________
Name of the attending Shareholder/Proxy	: _______________________________________
Address of the Shareholder(s)	: _______________________________________: :
No. of Shares held	:________________________________________
	I/we hereby record my/our presence at the Extra Ordinary General Meeting of the Company to be held on

Tuesday, 14th February, 2023 at 11:00 A.M. at B/H International Hotel, Narol-Isanpur Road, Narol, Ahmedabad-382405, Gujarat, India

Signature of the Attending Shareholder/Proxy : ____________________________________

Notes:

• 1. You are requested to sign and hand over this at the entrance. If you intend to appoint a proxy to attend the meeting instead of yourself, the proxy must be deposited at Regd. Office at B/H International Hotel, Narol-Isanpur Road, Narol, Ahmedabad-382405, Gujarat, India not less than 48 hours before the time for holding the meeting.
• 1. If you are attending the meeting in person or by proxy, you/your proxy for reference at the meeting may please bring your copy of the notice.

FORM NO. MGT-11 PROXY FORM

		[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN:Name of the company:Registered office:
Name of the member (s):Registered address:
Folio No/ Client Id:		__________________________________________________
DP ID:E-mail Id:
hereby appoint,		I/We, _______________________ being the member(s) of …………. shares of the above named Company,
Name: ____________________	Name: _____________________	Name: _____________________
Address:___________________	Address: ____________________	Address: ___________________
__________________________E-Mail ID: ________________	____________________________E-Mail ID: __________________	___________________________E-Mail ID: __________________
Signature:_________________,	Signature: __________________,	Signature: _________________,
or falling him	or falling him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the …………..Extra Ordinary general meeting of the company, to be held on the 14th day of February, 2023, at 11:00 a.m. at B/H International Hotel, Narol-Isanpur Road, Narol, Ahmedabad-382405, Gujarat, India and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No.	Resolutions	Options
	Special Business	In Favour (For)	Not in Favour (Against)
1.	Sub-Division/Split Of Equity Shares Of The
	Company From Face Value of Rs10/-Each To
	Face Value Of Re. 1/-Each.
2.	Increase In Authorised Share Capital Of The
	Company.
3.	Issue of Bonus Shares.
4.	Alteration of Capital Clause of Memorandum
	of Association of theCompany.

Signed this 14th Day of February 2023

Signature____________________

Signature of Proxy Holder(s)________________

Notes:

• 1. Proxy need not be a member.
• 1. Alterations, if any made in the form of proxy should be initialled;
• 1. Proxy must be deposited at the Registered Office of the Company not later than 48 hours before the time for holding the meeting.
• 1. In case of multiple proxies, proxy later in time shall be accepted.
• 1. A form of appointment naming a proxy and a list of individuals who would be willing to act as Proxies will be made available on receipt of request in writing to the Company.
• 1. *It is optional to put a '✓' in the appropriate column in front of the resolutions indicated in the table above. If you leave the 'For' or 'Against' column blank against any or all resolution(s), your proxy will be entitled to vote in the manner he / she thinks appropriate.

Affix Revenue Stamp