Notice of the 113th Annual General Meeting of the Company for Financial Year 2025-26.

V fcr August26,2026 BSELimited ListingDepartment PhirozeJeejeebhoyTowers, DalaiStreet,Mumbai-400001 REF:STOCKEXCHANGECODENO.503349 SUB:NOTICE OF113th ANNUALGENERAL MEETING DearSir, The 113th Annual General Meeting of the Members of The Victoria Mills Limited is scheduled to be held on Friday, September 25, 2026 at 11.00 A.M. through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”) (herein after referred to as “electronicmode”)totransactthebusinessassetoutintheNoticecallingtheMeeting. KindlyfindtheNoticeoftheAnnualGeneralMeetingoftheCompany. Thankingyou, Yours faithfully, For,TheVictoriaMillsLimited HussainSidhpurwala CompanySecretary The Victoria Mills Limited RegisteredOffice:VictoriaHouse,PandurangBudhkarMarg,LowerParel,Mumbai-400013. Phone: +91-22-24971192/93 Fax: +91-22-24971194 Email:vicmill2013@gmail.com The Victoria Mills Limited, Mumbai VICTORIA MILLS L .TD THE VICTORIA MILLS LIMITED CIN: L17110MH1913PLC000357 Registered Office: Victoria House, Pandurang Budhkar Marg, Lower Parel, Mumbai- 400013. Tel: 24971192/93, Fax: 24971194 E-mail: vicmill2013@gmail.com: cs.vicmill@gmail.com Website: www.victoriamills.in NOTICE Notice is hereby given that the 113th Annual General Meeting agreements as may be required and do all such acts, deeds, (“AGM”) of the members of THE VICTORIA MILLS LIMITED will be matters and things, as it may in its absolute discretion, deem fit; held on 25th September, 2026, Friday at 11:00 am through Video necessary or appropriate.” Conferencing (VC) or Other Audio Visual Means (OAVM) (“hereinafter NOTES: referred to as “electronic mode”) to transact the following businesses: 1) Pursuant to General Circular 14/2020, 17/2020, 2012020, ORDINARY BUSINESS: 02/2021, 19/2021, 21/2021, 02/2022 and 10/2022 dated April8, 1. To consider and adopt the Audited Financial Statements of the 2020, April 13,2020, May 5, 2020, January 13, 2021, December Company for the Financial Year ended March 31, 2026 and the 08, 2021, December 14, 2021, May 05, 2022 and December Reports of the Directors and Auditors thereon. 28, 2022, September 25, 2023 respectively issued by the Ministry of Corporate Affairs (MCA) (collectively referred to 2. To Declare Dividend on Equity Shares. as "MCA Circulars') and Circular Nos. SEBIHO/ CFD/ CMD1/ 3. To re-appoint Mrs. Mamta Mangaldas (DIN: 00021078), as CIR/ P/2020/79, SEBIHO/ CFD/CMD2/ CIR/P/2021/11 and Director, who retires by rotation and being eligible, offers herself SEBIHODDHS/P/ CIR/2022/0063 and SEBI/ HOICFD/PoD-2/P/ for re-appointment. CIR/2023/4 dated May 12, 2020, January 15, 2021, May 13,2022 and January 5,2023 and October 7, 2023 respectively issued by SPECIAL BUSINESS the Securities and Exchange Board of India (collectively referred 4. TO INCREASE IN THRESHOLD OF LOANS/ GUARANTEES, to as "SEBI Circulars'), holding of the Annual General Meeting PROVIDING OF SECURITIES AND MAKING OF (AGM) through VC/OAVM, without the physical presence of the INVESTMENTS IN SECURITIES UNDER SECTION186 OF Members, is permitted In compliance with the provisions of the THE COMPANIES ACT, 2013 Companies Act, 2013 (the Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “RESOLVED THAT, pursuant to the provisions of Section 186 Listing Regulations), MCA Circulars and SEBI Circulars, the of the Companies Act, 2013 and any other applicable provisions AGM of the Company is being held through VC/ OAVM which of the Companies Act,2013 and Rules made there under does not require physical presence of members at a common (including any statutory modification(s) or re-enactment thereof venue. for the time being in force) and in supersession of all the earlier resolutions passed in this regard, consent of the members 2) The Company has sent individual letters to all the Members of the Company be and is hereby accorded to the Board of holding shares of the Company in physical form for furnishing Directors of the Company (hereinafter referred to as the “Board” their PAN, KYC details and Nomination pursuant to SEBI which term shall include any Committee constituted by the Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/ Board or any person(s) authorized by the Board to exercise its 655 dated November 3, 2021. The aforesaid communication powers, including the powers conferred by this Resolution) to is also intimated to the stock exchanges and available on the (a) give any loan to any person or other body corporate;(b) give website of the Company. Attention of the Members holding any guarantee or provide security in connection with a loan to shares of the Company in physical form is invited to go through any other body corporate or person; and (c) acquire by way the said important communication under the weblink at http:// of subscription, purchase or otherwise, the securities of any www.victoriamills.in/downloads/KYC-Form.pdf other body corporate from time to time in one or more tranches 3) Members may please note that SEBI vide its Circular No. SEBI/ as the Board of Directors as in their absolute discretion deem HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, beneficial and in the interest of the Company, for an amount not 2022 has mandated the Listed Companies to issue securities in exceeding Rs. 100 Crores (Rupees One Hundred Crore Only), demat form only while processing service requests viz. Issue of notwithstanding that such investments, outstanding loans given duplicate securities certificate; claim from Unclaimed Suspense or to be given and guarantees and/or security provided may Account; Renewal/ Exchange of securities certificate collectively exceed the limits prescribed under Section 186 of 4) Pursuant to the provisions of the Companies Act, 2013, a the Companies Act, 2013. Member entitled to attend and vote at the Annual General “RESOLVED FURTHER THAT, for the purpose of giving effect Meeting is entitled to appoint a proxy to attend and vote on his/ to this resolution, the Board of Directors of the Company be and her behalf and the proxy need not be a Member of the Company. is hereby authorized to take from time to time all decisions and Since this AGM is being held pursuant to the MCA Circulars such steps as may be necessary for giving loans, guarantees through VC/OAVM, physical attendance of Members has or providing securities or for making such investments and been dispensed with. Accordingly, the facility for appointment to execute such documents, deeds, writings, papers and/or of proxies by the Members will not be available for the Annual 113th Annual Report 2025-26 General Meeting and hence the Proxy Form and Attendance As per Section 110 and other applicable provisions of the Slip are not annexed to the Notice. Act read with Rule 22 of the Rules, Second cut-off date for the purpose of reckoning the Voting rights is Friday, 18th 5) Institutional/Corporate Shareholders (i.e. other than individuals/ September, 2026 (“Cut-off Date”). HUF, NRI, etc) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution/ In addition to the normal Instructions which is provided for Authorisation etc., authorising its representative to attend the e-voting, following Additional points to be included: Annual General Meeting through VC/OAVM on its behalf and to REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through their registered In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 email address to nilesh@ngshah.com with copies marked dated July 11, 2023, Individual shareholders holding securities to the Company at cs.vicmill@gmail.com and to its RTA at in demat mode are allowed to vote through their demat account instameet@linkintime.co.in. . maintained with Depositories and Depository Participants. 6) Registration of email ID and Bank Account details: Shareholders are advised to update their mobile number and email Id corr [Showing first 8,000 characters — download PDF for full document]