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Vineet Laboratories Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 73.81 Cr. P/BV 2.95 Book Value (Rs.) 13.05
52 Week High/Low (Rs.) 44/28 FV/ML 10/1 P/E(X) 0.00
Bookclosure 23/12/2025 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your directors have great pleasure in presenting the report on the Business and Operations of your Company ('the
Company' or 'Vineet Laboratories Limited), along with the audited financial statements, for the financial year ended
on 31st March, 2025.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are as follows:

Particulars

2024-25

2023-24

Revenue from Operations

7,499.50

15,059.13

Other Income (Including Exceptional Items)

198.68

46.32

Total Expenses

9,775.73

15,069.11

Profit Before Tax

(2,077.55)

36.34

Less: Provision for Taxation

(58.45)

(66.37)

Profit / (Loss) After Tax

(2,019.10)

102.71

Other Comprehensive Income

11.44

1.38

Total Comprehensive Income

(2,007.67)

104.09

Earning per Equity Share

Basic

(21.90)

1.11

Diluted (in Rs.)

(21.90)

1.11

STATE OF THE COMPANY'S AFFAIRS

During the year under review, your Company achieved total income of Rs. 7,499.50 Lakhs as against the previous
year's Rs. 15,059.13 Lakhs. The Net profit after tax stood at Rs. -2,019.10 Lakhs as against Rs. 102.71 Lakhs for the previous
year.

DIVIDEND

No dividend was recommended by the Board of Directors for the FY 2024-25.

TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves for the financial year 2024-25.

CHANGE IN THE NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the year under review.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company stood at Rs. 9,21,90,080/- comprising of 92,19,008 equity shares
of Rs. 10/- each as on March 31, 2025.

The Company has paid Listing Fees for the Financial Year 2025-26 to each of the Stock Exchanges, where its equity
shares are listed.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available
on the Company's website at
https://vineetlabs.co.in/images/pdf/MGT-7 2025.pdf

NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times during the year 2024-2025 viz on May 29, 2024; August 13, 2024; November 13, 2024
and February 12, 2025.

The details of the composition of the Board and its Committees and the number of meetings held and attendance
of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual
Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013,
the Board of Directors, to the best of its knowledge and ability, states and confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgment and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis:

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the
declaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors
of the Company.

The Board is of the opinion that all the Independent Directors appointed during the year under review are persons
of integrity and possess relevant expertise and experience to act as Independent Director of the Company. The
Independent Directors of the Company have confirmed that they have registered themselves with the Indian
Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors
within the statutory timeline and they have also appeared and qualified for the online proficiency test, wherever
applicable.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and other
employees, including criteria for determining qualifications, positive attributes, independence of a Director and
other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the
Nomination and Remuneration Policy.

The Company's policy relating to the appointment of directors and remuneration including other matters provided
in Section 178(3) of the Act has been disclosed in the Corporate Governance Report forming part of this Report and
is also available on
https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/nomination-
remuneration- policy.pdf

INSURANCE

The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism,
etc., and against other perils that are considered necessary by the management.

LOANS, GUARANTEES, OR INVESTMENTS

Particulars of loans given, guarantees provided and investments made by the Company during the year 2024-25,
as required under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board
and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this
Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPT) that were entered into during the financial year were at arm's length basis and
in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of
Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of
transactions between the Company and its related parties. The policy is posted under the Investors section of the
Company's website at
https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/related-party-
transactions-policy.pdf

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013 in the prescribed
Form AOC-2 is appended as Annexure I which forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange
Earnings and Outgo are provided in
Annexure II to this Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

We have developed and are implementing Risk Management Policy. Accordingly, we have a risk management
framework for the identification and management of risks. The Company has formulated Risk Management Policy,
which guides the Board in (a) approving the Company's Risk Management Framework and (b) overseeing all the

risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and
other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place
to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and
mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite
and highlight risks associated with chosen strategies.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by
the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation
21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors' section of the
Company's website at
https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/risk-management-
policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act are not applicable to the company for the financial year 2024-25. Since, the
Company's Unspent Corporate Social Responsibility Account has a balance of Rs.8,92,849/- pertaining to the FY
2022-23, the Board is continuing with the constitution of Corporate Social Responsibility Committee (CSR
Committee) as required under Rule 3 of Companies (Corporate Social Responsibility Policy) Rules, 2014. The
Committee was initially constituted on May 28, 2022 and then re-constituted on August 14, 2024 and November 14,
2024.

The CSR Committee constituted by the Board has reviewed the existing Corporate Social Responsibility Policy (CSR
Policy) in its meeting held on February 12, 2025, amending the policy in accordance with latest provisions, statues
and legislations indicating the activities to be undertaken by the Company. The CSR Committee monitors the CSR
Policy and recommends the amount of expenditure to be incurred on the activities mentioned in the CSR Policy.

The category and composition of the committee is as follows: -

Name

Designation

Category

Tenure

Bhaskar Reddy Karna #

Chairman

Independent Non-Executive

Till 13-08-2024

Satyanarayana Raju Bhupathiraju

Chairman

Non-Independent Executive

w.e.f 14-08-2024

Gaddam Venkata Ramana

Member

Non-Independent Executive

Dilip Vishnu Acharekar

Member

Independent Non-Executive

w.e.f 14-11-2024

# Resigned from the Board w.e.f 14-11-2024 and ceased to be a member of Committee

A CSR meeting was held on February 12, 2025 during the FY 2024-25, in which Satyanarayana Raju Bhupathiraju
and Dilip Vishnu Acharekar were present.

The Corporate Social Responsibility Policy is posted under the Investors section of the Company's website at:
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/CSR-policv.pdf

The Annual Report on CSR activities is appended as Annexure-III, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and the
directors individually, in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), with
specific focus on the performance and effective functioning of the Board and individual directors.

A separate meeting of Independent Directors was held on February 12, 2025 to review the performance of the Non¬
Independent Directors and the Board as a whole, review the performance of Chairperson of the Company and
assess the quality, quantity, and timeliness of flow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present
at the meeting.

CRITERIA FOR PERFORMANCE EVALUATION

a. Ability of the candidate to devote sufficient time and attention to his professional obligations as
Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board's discussions in relation to the Company's
strategy, performance, and risk management.

d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance.

e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board and
accountability under the Director's Responsibility Statement.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board. Further,
various other programmes are conducted for the benefit of Independent Directors to provide periodical updates
on regulatory front, industry developments and any other significant matters of importance. The Company issues
a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities,
the format of which is available on the Company's Website.

The details of training and familiarization program are available on the website at
https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/familiarisation-programme independent-
directors.pdf
.

DIRECTORS

The Board of Directors as on March 31, 2025 consists of five (5) directors, two (2) of whom are Independent Directors
including a woman Director, remaining two (2) are Executive Directors and the balance one (1) is a Non-Executive
Director.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Gaddam
Venkata Ramana (DIN: 00031873), Director, retires by rotation at the ensuing Annual General Meeting and, being
eligible, offers himself for re-appointment. The Board recommends his re-appointment as a Director for the
approval of the members.

Further, Mr. Dilip Vishnu Acharekar (DIN:08849689) was appointed as an Independent Director of the Company by
the shareholders in the 4th Annual General Meeting (AGM) of the Company held on December 19, 2020 for a term
of Five (5) consecutive years from November 16, 2020 to November 15, 2025.

Mr. Dilip Vishnu Achrekar who is eligible to be re- appointed for another term of Five (5) consecutive years, has
submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations.

Further Mr. Dilip Vishnu Achrekar will attain the age of Seventy-Five (75) years on December 07, 2027 and pursuant
to Regulation 17(1A) of the SEBI Listing Regulations, approval of the Shareholders is required to allow him to continue
as an Independent director of the Company after the age of 75 Years.

In this regard, the Board recommends the re-appointment of Dilip Vishnu Acharekar (DIN: 08849689) as an
Independent Director and continue as an Independent Director after the age of 75 years for the approval of the
members and the same is made part of the notice.

In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings,
brief resume of the directors proposed to be re-appointed is attached along with the Notice of the ensuing AGM.

Moreover, the Directors have devised proper systems and processes for complying with the requirements of
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems
were adequate and operating effectively.

CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors:

The Board is duly constituted.

During the year under review, Satish Pandurang Samant (DIN: 10294920) has resigned from the office of Executive
Director and Chief Executive Officer w.e.f. May 29, 2024; and Bhaskara Reddy Karna (DIN: 08961904) has resigned
from the office of Independent Director w.e.f. November 14, 2024.

Moreover, the Board appointed Rajesh Kumar Kathulla (DIN: 05349717) as an Additional Director, designated as
Whole Time Director for a period of 3 (Three) years commencing from May 14, 2025 and ending on May 13, 2028.
His appointment was placed before the shareholders via postal ballot through e-voting between May 27, 2025
and June 25, 2025. However, the resolution was defeated by the shareholders and he ceased to be a director w.e.f
June 26, 2025.

Company Secretary and Compliance Officer:

Ramesh Kumar Bandari (M.No: A24519), an Associate member of The Institute of Company Secretaries of India
(ICSI) was appointed as Company Secretary and Compliance Officer of the Company w.e.f November 10 ,2023.

Key Managerial Personnel (KMP):

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31,
2025:

Gaddam Venkata Ramana - Managing Director

Satyanarayana Raju Bhupathiraju - Whole-Time Director and Chief Financial Officer

Ramesh Kumar Bandari - Company Secretary and Compliance Officer

Apart from the above, there were no other changes in the office of Directors and KMP.

The Company did not have a Subsidiary / Associate/ Joint Venture Company as on the beginning of the financial
year or close of financial year under report and even as on date. Further, no Company has become or ceased to
become the Subsidiary/ Associate/ Joint Venture of the Company during the financial year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the going
concern status and Company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

Your Company has established and maintained a framework of internal financial controls and compliance
systems. Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external
consultants, including the audit of internal financial controls over financial reporting by the statutory auditors 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 your Company is
constantly endeavouring to improve the standards of internal control in various areas and taking steps to
strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your Company have also issued an attestation report on internal control over
financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended on March 31, 2025,
which forms part to the Statutory Auditor's Report.

VIGIL MECHANISM

The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors
and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about
unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy and
to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct
access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is posted under the Investors section of the Company's website at
https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/whistle%20blower-policy.pdf

ANTI-SEXUAL HARASSMENT POLICY

The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance
with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Company has taken several initiatives across the organization to build awareness amongst employees about the
Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The Company has
constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Further details follow:

Particulars

Number of Complaints / cases

Number of complaints of sexual harassment received in the year

0

Number of complaints disposed off during the year

0

Number of cases pending for more than ninety days

0

STATEMENT ON COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFITS ACT, 1961

The company is fully compliant with the provisions of the Maternity Benefit Act, 1961, ensuring all eligible employees
receive the mandated maternity benefit.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines
and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive
Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy
has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to
maintain the highest ethical standards while dealing in the company's securities.

The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our
website at
https://vineetlabs.co.in/images/pdf/2025.06.10code-practices-procedures-fair-disclosure-UPSI-
VLL F.pdf
and https://vineetlabs.co.in/images/pdf/2025.06.10code-conduct-forprohibition-insider-trading.pdf

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed dividend are
required to be transferred by the Company to the IEPF established by the Central Government, after the completion
of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed
by the shareholders for seven consecutive years or more shall also be transferred to the demat account created
by the IEPF Authority.

STATUTORY AUDITORS

The Members of your Company in the 6th Annual General Meeting held on September 28, 2022 appointed NSVR &
Associates LLP, Chartered Accountants (Registration No. 0088015/S200060) as the Statutory Auditors of the
Company for a term of 5 (five) consecutive financial years from the conclusion of the 6th Annual General Meeting
till the conclusion of the 11th Annual General Meeting i.e from the FY 2022-23 to FY 2026-27.

AUDITORS' QUALIFICATION AND REMARKS

There are no qualifications and remarks from the Auditors of the Company.

However, the Auditors brought to the notice of the members that there are certain delays in depositing undisputed
statutory dues i.e., taxes deducted at source. To which, the Board explained that the delay was because of
insufficient cash flows and shortage of working capital.

SECRETARIAL AUDITORS

M/s. P S Rao & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for the
financial year 2024-2025. Pursuant to Section 204 of the Companies Act, 2013 and the Rules made thereunder, the
Secretarial Audit Report for the financial year ended on March 31, 2025, in
Form MR-3, is annexed to this Annual
Report as
Annexure IV.

Pursuant to sub-regulation 1(b) of Regulation 24A of the SEBI Listing Regulations, the Board in its meeting held on
May 12, 2025 has recommended the appointment of M/s P S Rao & Associates, Practicing Company Secretaries, as
the Secretarial Auditor of the Company for a term of 5 (five) years from FY 2025-26 to FY 2029-30, subject to the
approval of shareholders in the ensuing AGM.

AUDITORS' QUALIFICATION AND REMARKS

Auditor's qualification / adverse remark / reservation

Explanations or comments by the Board

As required under Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company
transferred the unspent CSR amount pertaining to the
financial year 2022-23 to a separate bank account on
August 25, 2023. The unspent CSR amount is required to
be spent by March 31, 2026.

The unspent CSR funds are parked in a
separate bank account and will be utilized for
the proposed village road project near the
factory after obtaining all required clearances.

In a few instances, the forms were filed with the Registrar
of Companies after the prescribed time.

The Company ensures timely filing of all forms
within the prescribed due dates

COST AUDITORS

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board in its meeting held on May 29,
2024 has appointed KJU & Associates, Cost Accountant (Registration No.000474) as the Cost Auditor for the
Financial Year 2024-25 who has carried out the Cost Audit for the applicable business for the year under review.
The company is maintaining cost accounts and records as specified under sub-section (1) of Section 148 of the
Companies Act, 2013.

Yet again, the Board of Directors has appointed KJU & Associates, Cost Accountant (Registration No.000474) as
Cost Auditor of the Company for the financial year 2025-26 at a remuneration of Rs. 60,000/- in its meeting held
on May 12, 2025. The remuneration payable shall be ratified by the members at the ensuing AGM that was made
part of the notice.

INTERNAL AUDITORS

V D P & Co, Chartered Accountants (Firm Regd No.024607S) are the Internal Auditors of the Company for the
financial year 2024-25. The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee
and regularly updates the committee on their internal audit findings at the Committee's meetings. The Internal

Auditors were satisfied with the management response on the observation and recommendations made by them
during the course of their audit.

The same Chartered Accountants were appointed as the Internal Auditors of the Company for the financial year
2025-26 by the Board in its meeting held on May 12, 2025.

AUDIT COMMITTEE

The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the
Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. There
have been no instances during the year where recommendations of the Audit Committee were not accepted by
the Board.

NOMINATION AND REMUNERATION COMMITTEE

The details of the composition of the Nomination and Remuneration Committee are given in the Corporate
Governance Report furnished as a part of the Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The details of the composition of the Stakeholders' Relationship Committee are given in the Corporate Governance
Report furnished as part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) in respect of directors/employees of the Company is appended as
Annexure -
V
to this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance and adhere to the corporate
governance requirements set out by Securities and Exchange Board of India.

The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the Annual Report.

The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of
India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 along with a certificate from P S Rao & Associates, Practicing Company
Secretaries, confirming compliance with the requirements of Corporate Governance is attached with this report as
Annexure VI. There are no observations or adverse remarks in the said certificate.

As required by Listing Regulations, a certificate from P S Rao & Associates, Practicing Company Secretaries
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 the companies is attached to this report as
Annexure VII.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

DEPOSITS

The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits
by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of your Company that have
occurred between the end of the financial year (March 31, 2025) of the company to which the financial statements
relate and the date of the report (May 12, 2025).

REPORTING OF FRAUDS BY AUDITOR

During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit
committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against the
company by its officers or employees, the details of which need to be mentioned in the Board's report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016

No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016
during the year under the review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

No one time settlement took place during the year under review.

ACKNOWLEDGMENTS

Your Directors thank the Company's employees, customers, vendors, and investors for their continuous support.
The Directors also thank the Government of India, Governments of various states in India, and concerned
Government departments and agencies for their co-operation.

For and on behalf of the Board
Vineet Laboratories Limited

Place: Hyderabad
Date: May 12, 2025

Gaddam Venkata Ramana Satyanarayana Raju Bhupathiraju
Managing Director Who le - ti me Director & CFO

DIN: 00031873 D l N: 02697880


 
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