Your directors have immense pleasure in presenting the Thirty-Sixth (36th) Integrated Annual Report on the business and
operations of your Company, together with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2025.

1) FINANCIAL RESULTS:

The summarised financial performance for the year ended March 31, 2025, on a Standalone and Consolidated basis is given
below:

2) FINANCIAL PERFORMANCE (STANDALONE AND
CONSOLIDATED):

Operating Results and Profits

Consolidated revenue of the Company from operations
was ' 2,292.48 crore in FY 2024-25, which was 18.24%
higher than the consolidated revenue of ' 1,938.76 crore
in FY 2023-24. The underlying EBITDA margin was 22.96%
higher in FY 2024-25 as compared to the previous year.
The profit before tax from continuing operations was
' 536.18 crore in FY 2024-25 as against ' 431.97 crore
in FY 2023-24. Profit for the year stood at ' 405.25
crore in FY 2024-25 as compared to ' 322.98 crore in
FY 2023-24 and total comprehensive income for
FY 2024-25 was ' 404.92 crore in FY 2024-25 as
compared to ' 322.45 crore in FY 2023-24.

Standalone revenue from operations was ' 2,292.39
crore in FY 2024-25 which was 18.24% higher than
' 1,938.78 crore in FY 2023-24. The profit before
tax from continuing operations was ' 548.23 crore in
FY 2024-25 as against ' 432.47 crore in FY 2023-24.
Profit for the year stood at ' 415.23 crore in FY 2024-25
as compared to ' 323.38 crore in FY 2023-24.

3) SHARE CAPITAL:

The paid-up Equity Share Capital as of March 31, 2025,
stood at ' 10.37 crore. During the FY 2024-25, there
were no changes in the Company’s share capital. No
new shares were issued, nor were any Stock Options or
Sweat Equity Shares granted during the year.

4) CREDIT RATING:

The CARE Rating Ltd. (CARE) has reaffirmed the ratings
to the bank facilities of the Company as given below:

5) TRANSFER TO RESERVE:

The Board of Directors ('the Board') has decided to
retain the entire amount of profit for the FY 2024-25 in
the statement of profit and loss.

6) STATE OF AFFAIRS:

The Company is engaged in the business of
manufacturing Speciality Organic Intermediaries and
Monomers.

There has been no change in the business of the
Company during the financial year ending March 31,
2025.

7) DIVIDEND:

The Board of Directors of Vinati Organics Limited (“the
Company”) has recommended a dividend of ' 7.50/-
(Seven Rupees and Fifty Paise Only) per equity share,

i.e. 750% on the equity shares of the face value of
' 1/- (Rupees One) each. The final dividend on equity
shares, if approved by the Members, would involve a
cash outflow of ' 77.75 crore.

The dividend on Ordinary Equity Shares is subject to
the approval of the Shareholders at the Annual General
Meeting (‘AGM’) scheduled to be held on Friday,
September 26, 2025 and if declared, will be paid,
subject to deduction of tax at source (‘TDS’), within 30
days from the date of declaration at the AGM.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members w.e.f. April 1, 2020,
and the Company is required to deduct tax at source
(TDS) from dividends paid to the Members at prescribed
rates as per the Income-Tax Act, 1961.

For FY 2023-24, the Company declared a dividend of
' 7.00/- per equity share of the face value of ' 1/- each.
The total cash outflow for FY 2023-24 amounted to
' 72.57 crore.

Record Date

The Company has fixed Friday, September 19, 2025
as the “Record Date” for the purpose of determining
the entitlement of Members to receive dividend for
FY 2024-25.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as
amended (“SEBI Listing Regulations”), the Company
has formulated a Dividend Distribution Policy which
details various considerations based on which the
Board may recommend or declare dividend. The Policy
is available on the website of the Company at https://
vinatiorganics.com/wp-content/uploads/2 021/05/
Dividend-Distribution-Policy-12th-May-2018.pdf and is
disclosed in this report as ‘Annexure A’.

8) SCHEME OF AMALGAMATION:

During the FY 2024-25, the Company has not proposed
or approved any new Scheme of Amalgamation.
Additionally, there are no ongoing Company Schemes
under consideration or implementation. The Company
remains committed to maintaining stability in its corporate
structure while evaluating strategic opportunities in line
with its long-term business objectives.

9) SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANY:

During the FY 2024-25, the Company incorporated
a new Wholly Owned Subsidiary named “Vinati
Organics USA INC” in the State of Delaware, United
States of America, in February 2025. This entity has
been established to operate in the field of Specialty
Chemicals, with a primary objective to engage in the
processing, distribution, and sale of chemical solutions
and related products. Its scope of activities includes
procurement of raw materials, conversion into finished
goods, and further sales. Additionally, this new WOS
is authorised to manufacture and sell products of
Vinati Organics Limited and explore strategic business
opportunities in the U.S. market.

Veeral Organics Pvt. Ltd. (“VOPL”) continues to be a
Wholly Owned Subsidiary (WOS) of the Company. In
accordance with the provisions of Section 129(3) of
the Companies Act, 2013 (“the Act”) read with Rule 5

of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements
of the Company’s subsidiary(ies), in Form AOC-1, is
attached to the standalone financial statements and has
not been repeated in this report to avoid duplication.

There has been no change in the class and nature of the
business of the Company and its Subsidiary Companies.

Apart from the above, the Company does not have any
other Subsidiary, Associate, or Joint Venture Company
as of the date of this report.

The audited standalone and consolidated financial
statements of the Company, along with all other
requisite documents, are available on the Company’s
website and can be accessed at: https://vinatiorganics.
com/financial-information/.

Further, the financial statements of the subsidiaries,
as required under applicable regulations, are also
available and accessible at: https://vinatiorganics.com/
other-information/.

The Company has formulated a Policy for determining
Material Subsidiary. The Policy is available on the
Company’s website and can be accessed at https://
vinatiorganics.com/wp-content/uploads/2022/06/
material-subsidiaries-policy.pdf

10) INSURANCE:

The properties and insurable interests of your company,
like Building, Plant and Machinery, Inventories, etc., are
properly insured.

Directors & Officer’s Liability (D & O) policy covers the
Directors and Officers of the Company against the risk
of third-party claims arising out of their actions/decisions
in the normal course of discharge of their duties, which
may result in financial loss to any third party.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company maintains an optimal balance of Executive
Directors and Non-Executive Independent Directors,
ensuring a diverse mix of professionalism, expertise, and
experience which ensures that the Board independently
perform its governance and management functions. The
Company professes the importance of diversity at the
Board and other levels within the organisation.

As of March 31, 2025, the Board comprises 8 (eight)
Directors, with an equal representation of 4 (four)
Executive Directors and 4 (four) Independent Directors.
This includes four Women Directors—two serving as an

Executive Director and the others as an Independent
Director.

Changes in Directorship during FY 2024-25:

a. Appointment of Dr. Prashant Barve

Pursuant to the special resolutions passed
by the shareholders through Postal Ballot on
May 5, 2025, Dr. Prashant Barve (DIN: 10455836)
was appointed as an Independent Director of the
Company for a term of five consecutive years,
effective from April 1, 2024, to March 31, 2029.

b. Cessation of Mr. Adesh Kumar Gupta

Mr. Adesh Kumar Gupta (DIN: 00020403)
completed his tenure as an Independent Director
and consequently ceased to be a director and a
member of the Board Committees, effective from
close of business hours on May 10, 2024. The
Board and Management acknowledge valuable
contributions made by Mr. Gupta during his
association with the Company.

c. Reappointment of Prof. M. Lakshmi Kantam

The shareholders through special resolutions
passed by Postal Ballot on May 5, 2024, approved
the reappointment of Prof. M. Lakshmi Kantam
(DIN: 07831607) as an Independent Director
for a second term of five years, effective from
May 11, 2024, to May 10, 2029.

d. Reappointment of Mr. J. C. Laddha

At the 35^th Annual General Meeting held on
September 10, 2024, the shareholders approved the
reappointment of Mr. J. C. Laddha (DIN: 00118527)
as a Non-Executive Independent Director for a
second term of five consecutive years, effective
from June 13, 2025 to June 12, 2030.

e. Resignation of Mr. Jayesh Ashar

Mr. Jayesh Ashar (DIN: 00041532), Whole
Time Director of the Company, tendered his
resignation from the Board, effective from
December 2, 2024. The Board and Management
sincerely acknowledge and appreciate the
contributions made by Mr. Ashar during his tenure
with the Company.

f. Appointment of Mr. Amit Thanawala

The Board at its meeting held on May 17,
2024, appointed Mr. Amit Thanawala as
the Chief Operating Officer (COO) of the

Company. Subsequently, in its meeting held on
December 13, 2024, the Board proposed his
appointment as a Whole Time Director. Further,
pursuant to special resolutions passed through
Postal Ballot on February 25, 2025, Mr. Amit
Thanawala (DIN: 10864545) was appointed as a
Whole Time Director of the Company for a term of
five years, effective from December 13, 2024, to
December 12, 2029.

Declarations by Independent Directors:

All Independent Directors of the Company have
submitted declarations under Section 149(7) of the
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.

The Independent Directors of the Company have
confirmed that they have enrolled themselves in the
Independent Directors Databank maintained with the
Indian Institute of Corporate Affairs (‘IICA’) in terms of
Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.

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, Mr. Vinod Saraf (DIN: 00076708), Director of
the Company, retires by rotation at this Annual General
M eeting and, being elig ible, has offered h imself for
reappointment. The Board, at its meeting held on
M ay 1 5, 2 02 5, has recommend ed h is reappoin tment
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, 2025, the following were the KMP of
the Company pursuant to sections 2(51) and 203 of
the the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-
enactment(s) for the time being in force):

i. Mr. Vinod Saraf - Executive Chairman;

ii. Ms. Vinati Saraf Mutreja - Managing Director and
Chief Executive Officer;

iii. Ms. Viral Saraf Mittal - Whole Time Director;

iv. Mr. Amit Thanawala - Whole Time Director;

v. Mr. N. K. Goyal - Chief Financial Officer; and

vi. Mr. Milind Wagh - Company Secretary.

During the year under review, Mr. Jayesh Ashar resigned
from the Board of Directors with effect from the close of
business hours on December 2, 2024. Subsequently

Mr. Amit Thanawala was appointed to the Board of
Directors with effect from December 13, 2024. Apart
from these, there were no other changes in the Key
Managerial Personnel of the Company during the year.

12) POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:

The Company’s policy on Director’s appointment and
remuneration and other matters provided in Section
178(3) of the Act has been disclosed in the Corporate
Governance Report, which forms part of this report. The
Remuneration policy has been posted on the website of
the Company at https://vinatiorganics.com/wp-content/
uploads/2021/05/REMUNERATION-PQLICY.pdf.

13) DEPOSITS:

For the FY 2024-25, the Company did not invite or
accept any Deposits within the meaning of Sections
73 and 76 of the Act and the relevant Rules made
thereunder; as such, no amount of principal or interest
was outstanding as of the date of the balance sheet
from the public.

14) CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS &
OUTGO:

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo as required to be disclosed pursuant to
the provisions of Section 134 of the Act read with the
Companies (Accounts) Rules, 2014, are provided in
Annexure A-1 forming part of this Report.

Further, the total foreign exchange earnings and outgo
during the year ended March 31, 2025, are provided
below:

Foreign Exchange Earnings - ' 1,376.35 crore.

Foreign Exchange Outgo - ' 235.99 crore.

15) HUMAN RESOURCES:

The Company has established strong HR systems to
improve transparency in performance evaluations and
daily operations. Comprehensive operational and other
information is consistently shared with the management
team to increase their involvement and support the
growth of our human resources. Additionally, the
Company strictly follows a Code of Business Ethics for
all employees.

19) DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that:

i. in the preparation of the Annual Accounts, the
applicable accounting standards have been
followed;

ii. t hey have 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 of the Company for that period;

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

iv. they have prepared the annual accounts on a
going concern basis;

v. t hey have laid down internal financial controls to
be followed by the Company and such internal
financial controls are adequate and operating
effectively;

vi. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Based on the framework of internal financial controls
and compliance systems established and maintained by
the Company, work performed by the internal, statutory
and secretarial auditors and external consultants and
the reviews performed by management and the relevant
Board committees, including the audit committee, the
Board is of the opinion that the Company’s internal
financial controls were adequate and effective during
the FY 2024-25.

20) MATERIAL CHANGES AFTER THE BALANCE SHEET
DATE (MARCH 31, 2025):

There have been no material changes or commitments
affecting the financial position of the Company between
the close of the FY 2024-25 and the date of this Report.
Accordingly, no additional disclosures are required in
this regard.

However, it is pertinent to note that Veeral Organics
Pvt. Ltd., a wholly owned subsidiary of the Company,
has been classified as a “Material Subsidiary” in
accordance with Regulation 16(1)(c) of the SEBI Listing
Regulations, after the end of the financial year, based
on the consolidated audited financial statements of the
Company for the financial year ended March 31, 2025.

21) CORPORATE GOVERNANCE AND MANAGEMENT’S
DISCUSSION AND ANALYSIS REPORTS:

At Vinati Organics Limited, we remain steadfast in our
commitment to upholding the highest standards of corporate
governance. Our practices are continually evolving to align
with regulatory requirements and industry best practices,
with a focus on enhancing long-term shareholder value and
protecting the interests of all stakeholders. We consider
it our responsibility to ensure transparent, timely, and
accurate disclosures relating to the Company’s operations,
performance, leadership, and governance.

In Line with this commitment, the Corporate Governance
Report, together with the Auditors’ Certificate confirming
compliance with the conditions of corporate governance
as prescribed under the SEBI Listing Regulations, and
the Management Discussion and AnaLysis Report, form
an integraL part of this AnnuaL Report and are set out
in the separate annexure to this report. (See Annexure
‘B’, ‘C’ & ‘D’).

22) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company’s Corporate SociaL Responsibility (‘CSR’)
initiatives aim to enhance community Life by creating
Long-term vaLue for aLL stakehoLders. The Company’s
CSR poLicy outLines the guideLines for conducting these
activities, with its key features detaiLed in the AnnuaL
Report on CSR activities attached to the Board’s Report.
The Company has worked with various foundations
and NGOs for the accompLishment of its CSR activities.
The CSR poLicy is avaiLabLe on the website of the
Company at https://vinatiorganics.com/wp-content/
upLoads/2021/05/CSR-PoLicy.pdf.

The Corporate SociaL ResponsibiLity (CSR) Committee
comprises of four Directors of the Company. ALL the
members of the Corporate SociaL ResponsibiLity
Committee i.e. Prof. M. Lakshmi Kantam - Chairperson
of the Committee, Mr. Vinod Saraf - Chairman of the
Company, Ms. Vinati Saraf Mutreja - Managing Director
& CEO, & Ms. ViraL Saraf MittaL - Director CSR, have
good knowLedge and exposure to utiLise the Company’s
resources towards its CSR activities.

For the FY 2024-25, the Company was required to spend
' 8.93/- crore (around 2% of the average net profits of
the preceding three financiaL years) on CSR activities.
During the year, the Company spent ' 8.28/- crore
on various CSR projects and transferred ' 0.65/-
crore reLated to ongoing CSR projects to the Unspent
CSR account pursuant to the provisions of the Act.
The AnnuaL Report on CSR Activities is encLosed as
‘Annexure E’ to this Report.

23) ESOP/ ESOS:

During the year under review, the Company had not
issued any shares under the “VOL EmpLoyee Stock
Option PLan 2019” (“ESOP 2019”/ “PLan”) Scheme of the
Company. The ESOP 2019 Scheme is in compLiance with
the SEBI (Share Based EmpLoyee Benefits) ReguLations,
2014 (‘the SBEB ReguLations’).

Pursuant to the approvaL by the sharehoLders, the
Company can grant up to 200000 options to the eLigibLe
empLoyees of the Company under the ESOP 2019.

24) POLICY ON PREVENTION OF SEXUAL HARASSMENT
AT THE WORKPLACE:

The Company has implemented a Policy on the
prevention of Sexual Harassment at the Workplace,
aligning with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013, and its associated Rules. The Policy
ensures a safe and respectful work environment for all
employees and outlines mechanisms for prevention,
complaint redressal, and awareness.

In accordance with the aforesaid Act, an Internal
Complaints Committee has been formed, comprising
Ms. Vinati Saraf Mutreja, Managing Director & CEO,
Ms. Viral Saraf Mittal, Director CSR, and Advocate
Ms. Satyapriya M. Rao as a Member, to address
complaints related to Sexual Harassment.

Efforts have been made to raise awareness among all
employees regarding the Company’s stance against
sexual harassment in the workplace.

No complaints were reported during the review period,
reflecting the Company’s commitment to providing a
safe and supportive work environment for all employees
and associates.

The Sexual Harassment policy is posted on the website
of the Company at https://vinatiorganics.com/wp-
content/uploads/2021/05/POLICY-AGAINST-SEXUAL-
HARASSMENT.pdf

25) ANNUAL RETURN:

As per provisions of Section 92(3) and 134(3)(a) of the
Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 as amended from time
to time, the copy of the Annual Return in the Form MGT-
7 is placed on the website of the Company at https://
vinatiorganics.com/wp-content/uploads/2022/06/
Annual-Return-Vinati-Organics-Ltd.pdf.

26) RISK MANAGEMENT:

The Board of Directors of the Company has formed a
Risk Management Committee to frame, implement and
monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk
management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of
financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The Risk
Management Policy has been posted on the website of
the Company at https://vinatiorganics.com/wp-content/
uploads/2021/05/RISK-MANAGEMENT-POLICY.pdf.

27) PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act read
with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2025, are set out in Notes
to the financial statements of the Company.

28) PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other
details as required under Section 197 (12) of the Act,
read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(‘Rules’) are given below:

a. Ratio of the remuneration of each director to the median remuneration of employees of the Company for the
FY 2024-25 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary during the FY 2024-25 are as under:

#The percentage increase in the median remuneration of employee has been calculated after excluding remuneration
of Executive Directors.

*Mr. Jayesh Ashar resigned from the Board of Directors w.e.f. December 2, 2024.

**Mr. Amit Thanawala was appointed to the Board of Directors w.e.f. December 13, 2024.

***Dr. Prashant Barve was appointed to the Board of Directors w.e.f. April 1, 2024.

Note: Non-Executive Directors received no remuneration except sitting fee for attending Board/ Committee meetings.

b. The percentage increase/ decrease in the median
remuneration of employees in the financial year:
3.57 %.

c. Average percentile increases already made
in the salaries of employees other than the
managerial personnel in the last financial year,
and their comparison with the percentile increase
in the managerial remuneration and justification
thereof, and point out if there are any exceptional
circumstances for an increase in the managerial
remuneration:

The increase in remuneration is in line with
the market trends. In order to ensure that
remuneration reflects the Company’s performance,
the performance pay is linked to organisational
performance in addition to individual performance.
- Average Salary increase of non-managerial
employees is around 13.57%.

- Average Salary increase of managerial
employees is around 12.07 %.

Further, during the financial year, the Company
delivered strong operational and financial
performance, with notable growth in sales and
revenue under the leadership of Ms. Vinati Saraf
Mutreja, Managing Director & CEO. In recognition
of her contribution to the Company’s growth and
stakeholder value, the Board of Directors, based
on the recommen dation of th e Nomin ation and
Remuneration Committee, approved a revision
in her remuneration, including a higher fixed
component and a performance-linked incentive,
within the range approved by shareholders at their
meeting held on September 8, 2023. The revised
remuneration is considered fair and commensurate
with her role, responsibilities, and ongoing
contribution to the Company’s performance.

d. The key parameters for any variable component
of remuneration availed by the directors:
The key parameters for the variable component
of remuneration to the Directors are decided by
the Nomination and Remuneration Committee in
accordance with the principles laid down in the
Nomination and Remuneration Policy.

e. Affirmation that the remuneration is as per
the Remuneration Policy of the Company:
The Company affirms that remuneration is as per
the Remuneration Policy of the Company.

Further, as per second proviso to Section 136(1) of the
Act read with Rule 5 of the aforesaid Rules, the Board’s
Report and Financial Statements are being sent to the
Members of the Company excluding the statement of
particulars of employees as required under Rule 5(2)
and 5(3) of the aforesaid Rules. Any member interested
in obtaining a copy of the said statement may write
to the Compliance Officer at shares@vinatiorganics.
com up to the date of the AGM. The said statement
is also available for inspection by the Members at the
Registered Office of your Company on all days except
Saturday, Sunday and Public Holiday up to the date of
AGM between 11:00 a.m. to 5:00 p.m.

29) WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy
to provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of
the Company’s Code of Conduct or Ethics Policy. The
Policy provides for adequate safeguards against the
victimisation of employees who avail of the mechanism
and also provides for direct access to the Chairman of
the Audit Committee. It is affirmed that no personnel of
the Company have been denied access to the Audit
Committee. The Whistle Blower Policy has been posted
on the website of the Company at https://vinatiorganics.
com/wp-content/uploads/2021/05/Whistle-Blower-
Policy.pdf.

30) TRANSACTION WITH RELATED PARTIES:

In compliance with the requirements of the Act and
the SEBI Listing Regulations, as amended from time
to time, the Company has adopted a comprehensive
Policy on Related Party Transactions (“RPT Policy”). This

Policy outlines the framework for identification, review,

approval, and monitoring of Related Party Transactions

and is available on the Company’s website at: https://

vinatiorganics.com/wp-content/uploads/2021/05/Policy-

on-Related-Party-Transaction-1.pdf

During the FY 2024-25, all Related Party Transactions

entered into by the Company were:

• In the ordinary course of business,

• On an arm’s length basis, and

• Reviewed and approved by the Audit Committee
in accordance with the RPT Policy and applicable
legal provisions.

To ensure the smooth functioning of routine operations,
the Company obtains omnibus approval from the Audit
Committee for transactions that are repetitive in nature
and meet the prescribed criteria. A statement detailing
all such related party transactions entered into under
omnibus approval is placed before the Audit Committee
on a quarterly basis for review.

During the year under review, the Company did not
enter into any contracts or arrangements with related
parties which fall under the scope of Section 188(1) of the
Act, read with the relevant Rules and no material related
party transactions were entered into by the Company
during FY 2024-25. Accordingly, the disclosure under
Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is
not required and does not form part of this Integrated
Annual Report.

Further, pursuant to Regulation 23 of the SEBI Listing
Regulations, the Company submits disclosures of
Related Party Transactions on a consolidated basis to
the stock exchanges in the prescribed format on a half¬
yearly basis.

Comprehensive details of Related Party Transactions
undertaken during the year are disclosed in the notes to
the Financial Statements forming part of this Integrated
Annual Report.

31) BOARD EVALUATION:

The Board of Directors has carried out an annual
evaluation of its own performance, Board Committees
and individual director pursuant to the provisions of the
Act and SEBI Listing Regulations.

The evaluation was carried out using a structured
questionnaire designed to gather feedback from all
Directors. The assessment criteria included, among
others:

• For the Board: composition and diversity,
effectiveness of processes and decision¬
making, quality and timeliness of information, and
contribution to the Company’s strategic direction.

• For the Committees: adequacy of composition,
clarity of roles and responsibilities, effectiveness
and overall functioning.

• For Individual Director: level of preparedness,
active participation in Board and Committee
meetings, quality of inputs and insights provided,
and contribution to discussions and decision¬
making.

The Nomination and Remuneration Committee (NRC)
also reviewed the performance of individual Directors
based on similar parameters.

Additionally, the performance of the Chairman was
evaluated based on key aspects of leadership,
effectiveness in conducting Board meetings, and overall
contribution to Board functioning.

The outcome of the evaluation process reflects that
the Board and its Committees continue to function
effectively, and Individual Directors are contributing
meaningfully to the governance and strategic oversight
of the Company.

Familiarisation Programme for Independent Directors

The Company, through its Managing Director/ Whole
Time Director/ Senior Managerial Personnel conducts
programmes/ presentations periodically to familiarise
the Independent Directors with the strategy, business
and operations of the Company. Such programmes/
presentations provide an opportunity for the
Independent Directors to interact with the senior
leadership team of the Company and help them to
understand the Company’s strategy, business model,
operations, services and product offerings, organisation
structure, finances, sales and marketing, human
resources, technology, quality of products, facilities and
risk management and such other areas as may arise
from time to time.

32) INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company met on
February 1, 2025, inter alia to:

(i) Review the performance of Non-Independent
Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of
the Company, taking into account the views of the
Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of
the flow of information between the Company
management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

In the aforesaid separate meeting of Independent
Directors, the performance of non-independent
directors, the performance of the Board as a whole
and the performance of the Chairman were evaluated,
taking into account the views of Executive Directors
and Non-Executive Directors. The same was discussed
in the Board Meeting that followed the meeting of the
Independent Directors, at which the performance of the
Board, its committees and individual directors was also
discussed. (Annexure F).

33) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met 5 (five)
times during the year on May 17, 2024, August 10,
2024, November 12, 2024, December 13, 2024 and
February 1, 2025.

34) INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

The Company has in place robust internal financial
control systems that are commensurate with its size
and the nature of its operations. These systems are
designed to provide reasonable assurance regarding
the accuracy and reliability of financial and operational
information, adherence to applicable accounting
standards and statutory requirements, safeguarding
of assets against unauthorised use or disposition,
execution of transactions with appropriate authorisation,
and ensuring compliance with internal policies and
procedures. The controls are periodically reviewed
and strengthened, as necessary, to enhance the overall
governance framework of the Company.

The details with respect to internal financial control
and their adequacy are included in the Management
Discussion & Analysis Report, which forms part of this
report.

The Corporate Policies and Procedures on Internal
Financial Controls policy has been posted on the
website of the Company at https://vinatiorganics.com/
wp-content/uploads/2021/05/CORPORATE-POLICY-
ON-INTERNAL-FINANCIAL-CONTROL.pdf.

35) AUDIT COMMITTEE:

The Audit Committee is entrusted with the responsibility
of overseeing the Company’s financial reporting
process to ensure integrity, transparency, and accuracy.
It provides effective supervision of the management’s
financial reporting and ensures timely and accurate
disclosures in compliance with the highest standards of
corporate governance.

The Committee comprises 3 (three) Independent
Directors, in accordance with the provisions of the Act
and SEBI Listing Regulations.

During the financial year under review, the Audit
Committee met 4 (four) times, and the details of these
meetings are provided in the Corporate Governance
Report. The Board has accepted all recommendations
made by the Audit Committee, and there were no
instances of deviation from its suggestions.

36) TRANSFER OF SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND:

As required under Section 124 of the Act, 24285 equity
shares in respect of which dividend has not been
claimed by the members for 7 (Seven) consecutive years
or more, have been transferred by the Company to the
Investor Education and Protection Fund Authority (IEPF)
during the FY 2024-25. Details of shares transferred
have been uploaded on the website of IEPF as well as
the Company.

37) AUDITORS AND AUDIT REPORTS:

(i) Statutory Auditors and their Report:

The Members at the 33^rd Annual General
M eetin g of th e Company held on
September 14, 2022, had re-appointed M. M. Nissim
& Co LLP, Chartered Accountants (Firm Registration
No. ICAI/FRN/107122W/W100672) as the Statutory
Auditor of the Company to hold office for a term

of 5 (five) years i.e., from the conclusion of the said
33^rd Annual General Meeting until the conclusion of
38th Annual General Meeting of the Company to be
held in the year 2027.

There are no qualifications, reservations or adverse
remarks or disclaimers made by the Auditors in
their report on the Audited Financial (Standalone
and Consolidated) Statements of the Company for
the financial year ended March 31, 2025.

During the year under review, the Statutory
Auditors have not reported any instances of
fraud pursuant to the provisions of Section 143(12)
of the Act, which mandates auditors to report
frauds committed by officers or employees of the
Company. Accordingly, no disclosure is required
under Section 134(3)(ca) of the Act in this regard.
The report of the Statutory Auditors along with
notes to Schedules forms an integral part of this
Integrated Annual Report.

(ii) Cost Auditors and Cost Audit Report:

In accordance with the requirements of Section 148
of the Act, read with the Companies (Cost Records
and Audit) Rules, 2014, the maintenance of cost
records is applicable to the Company. The audit
of such cost records is conducted annually as per
the prescribed regulations. For the FY 2025-26,
the Board of Directors, on the recommendation
of the Audit Committee and based on a certificate
of independence and arm’s length relationship
issued by the Cost Auditors, has appointed M/s.
N. Ritesh & Associates, Cost Accountants, as the
Cost Auditor of the Company. The remuneration
payable to the Cost Auditor is detailed in the
Notice of the 36th Annual General Meeting, and a
resolution seeking ratification of the same by the
Members forms part of the AGM Notice.

Further, in compliance with the aforesaid Rules,
the Cost Audit Report for the Financial Year ended
March 31, 2024, was filed in XBRL format with the
Ministry of Corporate Affairs on October 1, 2024,
vide SRN: F99890139.

During the year under review, the Cost Auditor has
not reported any instance of fraud under Section
143(12) of the Act. Accordingly, no disclosure is
required under Section 134(3)(ca) of the Act.

(iii) Secretarial Auditor and Secretarial Audit Report:

In accordance with Regulation 24A of the SEBI
Listing Regulations, it is proposed to appoint
M/s. VKM & Associates, a Peer Reviewed Firm of
Practising Company Secretaries, as the Secretarial
Auditors of the Company for a period of 5 (five)
consecutive years, effective from April 1, 2025, to
March 31, 2030. The said appointment is subject
to the approval of the shareholders at the ensuing
Annual General Meeting.

Further, for the financial year 2024-25, M/s. VKM &
Associates were appointed as the Secretarial Auditor
of the Company to conduct the Secretarial Audit. The
Secretarial Audit Report, as required under Section
204(1) of the Act, read with Section 134(3) of the Act, is
annexed herewith as ‘Annexure G’.

There are no observations or adverse remarks
made in the Secretarial Audit Report by the
Auditors.

During the year under review, the Secretarial
Auditor had not reported any matter under Section
143(12) of the Act, therefore no detail is required to
be disclosed under Section 134(3)(ca) of the Act.

(iv) Annual Secretarial Compliance Report:

The Company has undertaken Secretarial
Compliance Audit for the FY 2024-25 as per
Regulation 24A of SEBI Listing Regulations and
Circulars/Guidelines issued thereunder. The
Annual Secretarial Compliance Report, duly
signed by Mr. Vijay Kumar Mishra, Managing
Partner of M/s. VKM & Associates, Practising
Company Secretaries, has been submitted to the
Stock Exchanges within 60 days of the end of the
FY 2024-25.

38) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to Meetings of the
Board of Directors and General Meetings, respectively.

39) BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

The Company endeavours to cater to the needs of the
communities it operates in, thereby creating maximum
value for society along with conducting its business
in a way that creates a positive impact and enhances
stakeholder value. As per Regulation 34(2)(f) of the
SEBI Listing Regulations, the Business Responsibility

& Sustainability Report is attached and is a part of this
Integrated Annual Report as set out in ‘Annexure H’
of this report and is also available on the Company’s
website www.vinatiorganics.com.

40) STATUTORY DISCLOSURES:

There were no transactions/events with respect to the
following items during the financial year under review
and accordingly no disclosure or reporting is required
with respect to the same:

1. Deposit from the public falling within the ambit
of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014.

2. I ssue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Receipt of any remuneration or commission by
the Managing Director/Whole-time Director of
the Company from any of its subsidiaries/ other
Companies.

4. Significant or material orders passed by the
regulators or courts or tribunals which impact
the going concern status and the Company’s
operations in the future.

5. Buyback of shares.

6. Material changes and commitments affecting
the financial position of the Company that have
occurred between the end of the financial year to
which the financial statements relate and the date
of this Directors’ Report, unless otherwise stated in
the report. The details pertaining to the composition
of various Committees of the Board, including
the Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration
Committee, Risk Management Committee and
Corporate Social Responsibility Committee and
the details of the establishment of Vigil Mechanism
are included in the Corporate Governance Report,
which is a part of this report.

The Company has devised proper systems to
ensure compliance with the provisions of all
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and
that such systems are adequate and operating
effectively.

41) APPRECIATION & ACKNOWLEDGEMENTS:

Your directors take this opportunity to place on record
their sincere gratitude for assistance and cooperation
received from Central & State Governments, banks,
financial institutions, shareholders, business associates
and esteemed customers for their continued support
and assistance during the year.

Your directors also place on record their appreciation
for the excellent contribution made by all employees
of Vinati Organics Limited through their commitment,
competence, co-operation and diligence to duty in
achieving consistent growth of the Company.

Registered Office: For and on behalf of the Board of Directors

B-12 & B-13/1, MIDC Industrial Area,

Mahad - 402 309, Dist. Raigad, Maharashtra.

Tel No.: 022-61240444/428, Fax No.: 022-61240438 Sd/-

Email: shares@vinatiorganics.com Vinod Saraf

Website: www.vinatiorganics.com Chairman

CIN: L24116MH1989PLC052224 (DIN: 00076708)

Mumbai, May 15, 2025