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Company Information

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VINNY OVERSEAS LTD.

17 February 2026 | 12:00

Industry >> Textiles - Denim

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ISIN No INE01KI01027 BSE Code / NSE Code 543670 / VINNY Book Value (Rs.) 1.77 Face Value 1.00
Bookclosure 27/09/2024 52Week High 2 EPS 0.11 P/E 10.30
Market Cap. 53.04 Cr. 52Week Low 1 P/BV / Div Yield (%) 0.64 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2025-03 

Nature and purpose of reserves Security premium

The amount received in excess of face value of the equity shares, in relation to issuance of equity, is recognised in Securities Premium . it is utilised in accordance with the provisions of the Companies Act, 2013.

General reserve

General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.This can be utlised in accordance with the provisions of Companies Act.2013.

Note No: 11(a)

There was theft at the Wind Mill Genertion Plant during the year, where some material of wind Mill were stolen and company registered FIR with police and for the same the company has made claim with insurane company of Rs.69,60,889/- and the company expect to receive full amount of claim of Rs. 69,60,889/- againt the claim made.

• During financial year 2022-23 the equity shares of the company were sub-divided from face value of Rs.10/- per equity shares Into equity shares having face value of Rs.1 per equity share based on approval by the shareholdes dated 14/02/2023.

** The company has alloted on 17/9/2024. 232623311 equity shares of Rs 1 each as right equity share at a share premium of Rs 1 per right quity share, pusuant to

right issue in the ratio of 1 right equity share for every 1 fully paid up equity share held by the equity shareholders.

•• During financial year 2022-23 bonus shares of Rs.10/- were issued by capitalisalton of Share Premium ard surplus of profit and loss In proportion of 1 share against 10 share held by the equity shareholders vide share holders approval dated 15/05/2022

•• During financial year 2022-23 bonus shares of Rs.10/- were issued by capitalisaiton of Share Premium and surplus of profit and loss in proportion of 13,1 share against 10 share held by the equity shareholders vide share holders approval dated 14/02/2023

(c) The Company has only one class of equity shares having a par value of Rs 1/- per share. Each holder of equity shares is entitled to one vote per share. The hotders

of Equity Shares are entitled to receive dividends as declared from time to time. The dividend proposed by the Board of Directors is subject to the approval of the

shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note No : 14.1 ~

Terms of Repayment

Term Loan from bank in A(i) payable in balance NIL (Prev. Yr. 55) monthly installment with varying rate of interest. Term Loan from bank in A(ii) payable In balance NIL (Prev. Yr. 34) monthly installment with varying rate of interest. Term Loan from bank in A(iii) payable in balance NIL (Prev. Yr. 12) monthly installment with varying rate of interest. Term Loan from bank in A(lv) payable in 60 monthly installment with varying rate of interest.

(i) The disclosure under Micro, small and medium Enterprise Development Act. 2006 in respect of the amounts paid and payable to Micro & Small enterprises has been made In the financials statements based on information received and on the basis of such information the amount due to Micro & Small enterprises is Rs. 1011583/- as on 31st March, 2025. No interest is paid or payable to such enterprises. Auditors have relied on the same.

(ii) The information required in this note regarding ageing based on due date has not been generated as the accounting software used by the Company is not configured to generate any report based on it and so we have prepared ageing based on bill date instead of due date basis.

(i) The disclosure under Micro, small and medium Enterprise Development Act, 2006 in respect of the amounts payable to micro and small enterprises as at 31st March, 2024 has been made in the financials statements based on information received and on the basis of such Information the amount due to small and micro enterprises is 6565293/- as on 31st March, 2024. No interest is paid or payable to such enterprises. Auditors have relied on the same.

(ii) The information required in this note regarding ageing based on due date has not been generated as the accounting software used by the Company is not configured to generate any report based on it and so we have prepared ageing based on bill date instead of due date basis.

Note No: 30

(Rs. In Lakhs)

Contingent liabilities in respect of:

Particulars

As at 31st March, 2025

As at 31st March, 2024

Income Tax under appeal

48.89

48.89

Guarantee as Member of Narol Textile Infrastructure & Enviro Management

74.19

74.19

Export Obligation under Custom Bond

228.95

64.25

Note No: 30(a)

Guarantee is given to a company u/s 25 of Companies Act, of proportionate share of financial assistant in favour of the said company for development of common infrastructure facility of effuent treatment.

Note No : 32

In the opinion of the management the balances shown under all the assets other than property, plant & Equipments & intangible assets have approximately the same realisable value as shown in these financial statement. Assets & liabilities balances of parties are subject to confirmation.

Note No: 33

The Manangement is of the opinion that as on the Balance sheet date, there are no indications of material impairment toss on property, Plan! and Equipments and intangible assets, hence, the need to provide for impairment loss does not arise.

Retirement benefit plans;

a) Defined Contribution Plans

The Company made contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner.

The company Recognized Rs. 138744/- (Previous year Rs. 139380/-) for provident fund contributions in the profit & loss account and included in note no. 28 in "Contribution to Provident and Other Funds".

b) Defined Benefit Plans

The Company made provision for gratuity liability which is un funded. The scheme provides for payment to vested employees at retirement, death while in employment or on termination of employment of an amountequlvalent to 15 days salary payable for each completed year of service or part thereof in execess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and the related current service cost were measured using the Projected Unit Credit method as per actuarial valuation carried out at the balance sheet date.

The following tables sets out the status of the gratuity plan as required under Ind AS and the amounts recognized in the company's financial statements as at 31st March, 2025.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied while calculating the defined benefit liability recognised in the Balance Sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change as compared to the prior year.

Sales & services to and purchases & services from related parties were made on normal commercial terms and conditions and at prevailing market prices or where market price is not available at cost plus margin.

All outstanding balances are unsecured and are repayable or realisable In cash and cash equivalent.

The Company has a policy of creating provision on trade receivables on the basis of an unbiased and probability-weighted amount that is determined by evaluating age of the trade receivables.

Mot* No: 36 Leases:

The Company's leasing / licensing arrangements are mainly in respect of factory/ office premises. The leases are renewable by mutual consent on mutually agreeable terms. Right to Use assets by class of assets are disclosed in Note no. 2 (iii).

Note No: 37

In line with the Ind AS -108, Operating Segments and on the basis of the review of operations being done by the senior management, the operations of the group fall under Textile Products which is considered to be only reportable segment by the Company.

Note No: 39

Fair value Measurement:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asse: or transfer the liability takes place either:

a) In the principal market for the asset or liability, or

b) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-finandal asset takes into account a market participant's ability to generate economic benefits by using the asset in Its highest and best use or by selling it to another market participant that would use the asset in its highest and best uso.

The Company uses valuation techniques that are appropriate In the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

a) level 1 - This includes financial instruments measured using quoted prices. The fair value of ail equity instruments which are traded on the Stock Exchanges is valued using the closing price as at the reporting period.

b) Level 2 - The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.

c) Level 3 - If one or more of the significant Inputs is not based on observable market data, the instrument is included in level 3

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers are involved, wherever required, (or valuation of significant assets, such as properties, unquoted financial assets and significant liabilities. Involvement of external valuers is decided upon by the Company after discussion with and approval by the Company's management. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. The Company, after discussions with its external valuers, determines which valuation techniques and inputs to use for each case.

At each reporting date, the Company analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company's accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. The Company also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value measurement. Other fair value related disclosures are given in the relevant notes.

Carrying value and fair value

Given below is the comparison by class of the carrying value and fair value of the Company's financial instruments.

Note No: 40

Financial risk management:

The Company's principal financial liabilities comprise of loans and borrowings, trade payables and other financial liabilities. The loans and borrowings are primarily taken to finance and support the Company’s operations. The Company's principal financial assets include loans, cash and cash equivalents, trade receivables and other financial assets.

The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Company's senior management ensures that financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The risk management system is relevant to business reality, pragmatic and simple and involves the following:

Risk identification and definition: Focuses on identifying relevant risks, creating / updating clear definitions to ensureundisputed understanding along with details of the underlying root causes / contributing factors.

Risk classification: Focuses on understanding the various impacts of risks and the level of influence on its root causes. This involves identifying various processes generating the root causes and clear understanding of risk interrelationships.

Risk assessment and prioritisation: Focuses on determining risk priority and risk ownership for critical risks. This involves assessment of the various impacts taking into consideration risk appetite and existing mitigation controls.

Risk mitigation: Focuses on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones.

Risk reporting and monitoring: Focuses on providing to the Board periodic information on risk profile evolution and mitigation plans.

(I) Market Risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk or Net assset value ("NAV") risk in case of investment in mutual funds. Financial instruments affected by market risk include investments, trade receivables, trade payables, loans and borrowings and deposits.

The sensitivity analysis in the following sections relate to the position as at March 31,2025 and March 31,2024.

The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2025 and March 31, 2024.

Interest rate risk

Interest rate risk Is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates.

The assumed movement in basis points for the Interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

Foreign currency risk

The Company has international operations and is exposed to foreign exchange risk arising from foreign currency transactions. Foreign exchange risk arises from future commercial transactions and recognised financial assets and liabilities denominated in a currency that is not its functional currency (Rs). The risk also includes highly probable foreign currency cash flows

(II) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and foreign exchange transactions.

Trade receivables

Customer credit risk is managed by the Company's internal policies, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an credit rating credit assessment and credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and any shipments of goods to major customers are generally covered by tetters of credit. As at March 31, 2025, there were 3 customers with balances greater than Rs.100 lakhs accounting for more than 22.26% of the total amounts receivables. As at March 31, 2024 there ware 2 customers with balances greater than Rs.100 lakhs accounting for more than 16.22% of the total amounts receivables.

The Company evaluates the concentration of risk with respect to trade receivables as tow, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Trade receivables are non-interest bearing and are generally on 15 days to 90 days credit term. Credit limits are established for all customers based on internal rating criteria. The Company has no concentration of credit risk as the customer base is widely distributed both economically and geographically.

(ill) Liquidity risk

The principal sources of liquidity of the Company are cash and cash equivalents, borrowings and the cash flow that is generated from operations. It believes that current cash and cash equivalents, borrowings and cash flow that is generated from operations is sufficient to meet requirements. Accordingly, liquidity risk is perceived to be low.

Note No: 41

Capital risk management

The primary objective of capital management is to maintain a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value, safeguard business continuity and support the growth of the Company. It determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. It is not subject to any externally imposed capital requirements.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes, within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

The gearing ratio has turned negative as at 31 March 2025 due to the Company holding a net cash position—i.e., cash and cash equivalents (*6.13 crore) exceed total borrowings (?2.87 crore). This negative net debt indicates a strong liquidity position and the Company’s ability to meet its financial obligations without reliance on external debt. The ratio is calculated as net debt divided by the sum of total equity and net debt.

In order to achieve this overall objective, the Company's capital management, amongst other things, aims lo ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025, and March 31, 2024.

(a) The company's immovable property being factory building is constructed on leasehold land and rented land and nence title deeds of immovable property are not applicable,

(b) The Company has not revalued its property, plant and equipment or during the current or previous year.

|c) The Company has not provided or given Loans or Advances in the nature of Loans granted to Promoters, Directors, Key Managerial Personnel and Related

Parties either severally or Jointly with any other person.

(e) The satisfaction of charge over the asstes of the company in favor of The Madhupura Merchantile Co. Op. Bank (bank) is not registered with registrar of companies of Rs. 7200000/- although the amount of loan had been repaid .The said Bank is under liquidation and therefore necessary process of law shall be followed after consultation with experts.

(f) At the end of the year, the company has OD facility against security of fixed deposits receipts with bank and therefore quaterly returns or statement of current assets are not reuired to be filed with bank. However the company has borrowings from a bank on the basis of security of current assets till 16/09/2024 and quarterly returns or statement of current assets are filed by the company with bank in relation thereto but against the total sanctioned cash credit limit of Rs.11.60 crores, the company has used less than half of the limit sanctioned and therefore company has net provided full value of current assets in its quarterly statement to bank and therefore the quarterly statements/retums submitted to bank are not comparable with books of accounts.

(g) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(h) The Company has no transactions with the companies struck off under the Act or Companies Act, 1956.

(i) (I) The company has not advanced or loaned or Invested funds to any other persons or entities,including foreign entities (Intermediaries) with the understanding

that the intermediary shall: Directly or indirectly lend or invest in other persons or entities identified in any manner whatsover by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or like to or on behalf of the beneficiaries.

(II) The company has not received any fund from any persons or entities, including foreign entities (funding party) with the understanding (whether recorded in writing or wrotherwise) that the company shall: Directly or indirectly lend or invest in other persons or entities identified in any manner whatsover by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or like to or on behalf of the beneficiaries.

1 Current ratio

(Total current assets/Current liabilities)

2 Net Debt equity ratio

(Net debt/equity)

[Net debt: Non-current borrowings- DepositsfMargin Money against Long Term Borrowings [Equity: Equity share capital Other equity]

3 Debt service coverage ratio

(EBIT/(Net finance charges Scheduled principal repayments of non current borrowings (excluding prepayments) during the period)) [EBIT: Profit before taxes /(-) Exceptional items Net finance charges]

[Net finance charges: Finance costs ]

4 Return on Equity (%}

Profit after tax (PAT)/Average Equity) tEqurty: Equity share capital Other equity]

5 Inventory turnover ratio

(Sales (including sales & services)/Average Inventory)

(Turnover: Sales (including Sales & Services]

6 Debtors turnover ratio (In days)

(Sales (including sales & services)/Average Debtors)

[Turnover: Sales (Including Sales & Services]

7 Trade payables turnover ratio (in days)

(Average Trade Payables/Expenses in days)

[Expenses: Total Expenses - Finance Cost - Depredation and Amortisation Expense -Balances Written off -Other expenses with respect to Royalty. Rates & Taxes, Provision for Doubtful Debts & Advances. Provision for Impairment and Foreign Exchange Gain/Loss, Loss on sale of fixed assets]

8 Net capital turnover ratio (in days)

working capital/Turnover

[Working capital: Current assets - Current liabilities]

[Turnover: Sales (including Sales & Services]

9 Net profit ratio (%)

(Net profit after tax/Tumover)

[Turnover: Sales (including Sales & Services]

10 Return on Capital Employed (*/»)

(EBIT/Average capital employed)

[Capital Employed: Equity share capital Other equity Non current borrowings Current borrowings]

[EBIT: Profit before taxes /(-) Exceptional items Net finance charges NOTE: Other Ratios are not applicable .

* Reason for variance are explained if variation exceeds 25% as compared to the preceding year.

Note No: 46

The company has received VAT / SGST concession vide Government of Gujarat Entitlement Certificate No. GUJT1S191023001074 dated 07-08-2024 under Gujarat Textile Policy, 2012 amounting to Rs. 5,47,84.925/- which is appearing as other income in Note No. 23.

Note No: 47

Previous year's figures have been regrouped or rearranged wherever considered necessary.