Your directors have immense pleasure in presenting the Thirty-Seventh (37th) 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, 2026.

1) FINANCIAL RESULTS:

The summarised financial performance for the year ended March 31, 2026, on a Standalone and Consolidated basis is given
below:

2) FINANCIAL PERFORMANCE (STANDALONE AND
CONSOLIDATED):Operating Results and Profit

The consolidated revenue from operations of the
Company stood at ' 2,226.89 crore for the financial year
ended March 31, 2026, as compared to ' 2,248.17 crore
in the previous year. The underlying EBITDA margin
was 3.92% higher in FY 2025-26 as compared to the
previous year. The profit before tax from continuing
operations was ' 594.74 crore in FY 2025-26 as against
' 536.18 crore in FY 2024-25. Profit for the year stood at
' 443.74 crore in FY 2025-26 as compared to ' 405.25
crore in FY 2024-25, and the total comprehensive
income for the year was ' 443.54 crore as compared to
' 404.92 crore in FY 2024-25.

The Standalone revenue from operations of the
Company stood at ' 2,228.22 crore for the financial
year ended March 31, 2026, as compared to
' 2,248.10 crore in the previous year. The profit before
tax from continuing operations was ' 648.54 crore in
FY 2025-26 as against ' 548.23 crore in FY 2024-25.
Profit for the year stood at ' 487.78 crore in FY 2025-26
as compared to ' 415.23 crore in FY 2024-25.

3) SHARE CAPITAL:

The paid-up Equity Share Capital as of March 31, 2026,
stood at ' 10.37 crore. During the FY 2025-26, 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:

CARE Ratings 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 2025-26 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,
2026.

7) DIVIDEND:

The Board of Directors of Vinati Organics Limited (“the
Company”) has recommended a dividend of ' 8.50/-
(Eight Rupees and Fifty Paise Only) per equity share,

i.e. 850% on the equity shares of the face value of
' 1/- (Rupee One) each. The final dividend on equity
shares, if approved by the Members, would involve a
cash outflow of ' 88.12 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 Wednesday,
September 23, 2026 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 Income Tax Act, 2025, as amended
by the Finance Act, 2026, dividend income is taxable
in the hands of the shareholders. The Company shall
therefore be required to deduct tax at source (TDS) at
the prescribed rates at the time of making the payment
of the said Final Dividend.

For FY 2024-25, the Company declared a dividend of
' 7.50/- per equity share of the face value of ' 1/- each.
The total cash outflow for FY 2024-25 amounted to
' 77.75 crore.

Record Date

The Company has fixed Wednesday, September

16, 2026 as the “Record Date” for the purpose of
determining the entitlement of Members to receive
dividend for FY 2025-26.

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/Dividend-
Distribution-Policy-1-1.pdf and is disclosed in this report
as ‘Annexure A’.

8) SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANY:

Veeral Organics Pvt. Ltd. (“VOPL”) and Vinati
Organics USA INC continue to be the Wholly Owned
Subsidiary Companies of the Company. Further,
Mrs. Kavita Vinod Saraf Foundation (“KVSF”), a

registered Public Charitable Trust, is consolidated in the
Financial Statements of the Company in terms of Indian
Accounting Standard (Ind AS) 110.

I n 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 subsidiaries and consolidated entities, in
Form AOC-1, forms part of the Annual Report.

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.

Pursuant to the provisions of Section 136 of the Act,
the audited standalone and consolidated financial
statements of the Company, together with the financial
statements of its subsidiaries and other requisite
documents, as required under the applicable provisions
of the Act and SEBI Listing Regulations, are available
on the Company's website athttps://vinatiorganics.com/
financial-information/ and 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/Policy-For-
Determining-Material-Subsidiary.pdf.

During the year under review, Veeral Organics Pvt. Ltd.
was material subsidiary of the Company as per the SEBI
Listing Regulations.

9) 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.

10) 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
performs its governance and management functions.
The Company professes the importance of diversity at
the Board and other levels within the organisation.

Board Composition:

As of March 31, 2026, the Board comprised 8 (eight)
Directors, with an equal representation of 4 (four)
Executive Directors and 4 (four) Non-Executive
Independent Directors. The Board included 4 (four)
Women Directors, consisting of 2 (two) Executive
Directors and 2 (two) Independent Directors
representatives.

Changes in Board Composition:

During the year under review, there was no change in
the composition of the Board of Directors.

Changes in Key Managerial Personnel (KMP):

During the financial year 2025-26, the following
changes took place in the Key Managerial Personnel of
the Company:

• Superannuation of CFO: Mr. N. K. Goyal ceased
to be the Chief Financial Officer (CFO) of the
Company due to his superannuation/retirement.
The Board places on record its sincere appreciation
for the valuable services and guidance provided
by Mr. N. K. Goyal during his long association with
the Company. His cessation was effective from the
close of business hours on November 05, 2025.

• Appointment of New CFO: Based on the

recommendation of the Nomination and

Remuneration Committee and the Audit

Committee, the Board of Directors at its meeting
held on November 05, 2025, appointed Mr.
Gulshan Kumar Sakhuja as the Chief Financial
Officer (CFO) Key Managerial Personnel (KMP),
and Senior Management Personnel (SMP) of the
Company with effect from November 06, 2025.

Statement on declarations of Independent Directors:

All Independent Directors of the Company have
submitted declarations under Section 149(6) and (7) of
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.

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, Ms. Viral Saraf Mittal (DIN: 02666028),
Director of the Company, retires by rotation at this
Annual General Meeting and, being eligible, has offered
herself for reappointment.

Th e Board , at its meeting held on May 1 2 , 2 02 6, h as
recommended her reappointment 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, 2026, the following were the KMP
of the Company pursuant to sections 2(51) and 203
of the Act read with the 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):

i. Mr. Vinod Saraf - Chairman / Executive Director;

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

iii. Ms. Viral Saraf Mittal - Whole-Time Director, Director
- CSR

iv. Mr. Amit Thanawala - Whole-Time Director

v. Mr. Gulshan Kumar Sakhuja - Chief Financial Officer
(w.e.f. November 06, 2025); and

vi. Mr. Milind Wagh - Company Secretary & Compliance
Officer.

11) NOMINATION AND REMUNERATION POLICY AND
OTHER DETAILS:

The salient features and overview of the Company’s
Nomination and Remuneration Policy, formulated
pursuant to Section 178(3) of the Act, are detailed in the
Corporate Governance Report which forms an integral
part of this Annual Report. The complete, detailed
Policy is available on the Company’s website and can
be directly accessed athttps://vinatiorganics.com/wp-
content/uploads/Remuneration-Policy.pdf

12) DEPOSITS:

For the FY 2025-26, 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.

13) 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(3)(m) 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, 2026, are provided
below:

Foreign Exchange Earnings - ' 1310.59 crore.

Foreign Exchange Outgo - ' 263.34 crore.

14) 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.

The Human Resources department plays a crucial
and continuous role in our talent management efforts,
ensuring to attract, develop, and retain top talent.

As of March 31, 2026, the Company’s permanent
employee strength stood at 1362.

15) QUALITY INITIATIVES:

The Company continues to demonstrate a sustained
commitment to excellence, placing quality, compliance,
and customer satisfaction at the core of its operations.
During the year under review, several strategic quality-
driven initiatives were implemented, reinforcing the
Company’s position as a reliable and quality-focused
organisation in the specialty chemicals industry.

Our adherence to the highest standards of quality
management systems ensured consistent product
performance and compliance with international
benchmarks. The Company has institutionalised best-in¬
class service management protocols, which contributed
significantly to improving operational efficiency,
enhancing customer satisfaction, and reducing
turnaround times.

Regular internal audits, supplier quality assessments,
and customer feedback mechanisms were conducted to
monitor and continuously improve product and process
quality. The Company also invested in employee training
and upskilling initiatives to build a quality-conscious
culture across all levels. These collective efforts led
to the achievement of key quality milestones during
the year, strengthened customer confidence, and laid
the foundation for sustained long-term growth through
operational excellence.

16) LISTING:

The Company’s equity shares are listed on BSE Limited
(BSE) and National Stock Exchange of India Limited
(NSE). We confirm that the Annual Listing Fees for the
Financial Year 2025-26 have been paid to both Stock
Exchanges as required under Regulation 14 of the SEBI
Listing Regulations.

• BSE Scrip Code: 524200

• NSE Symbol: VINATIORGA

17) SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by
the Regulators, Courts, or Tribunals impacting the going
concern status and the Company’s operations in the
future.

18) 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. they 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 2025-26.

19) MATERIAL CHANGES AFTER THE BALANCE SHEET
DATE (MARCH 31, 2026):

There have been no material changes or commitments
affecting the financial position of the Company between
the close of the FY 2025-26 and the date of this Report.
Accordingly, no additional disclosures are required in
this regard.

20) 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.

I n 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, form an integral
part of this Annual Report and are set out in the separate
annexure to this report. (See Annexure ‘B’, ‘C’ & ‘D’).

21) 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. During the year,
the Company implemented its CSR programmes
through various foundations and non-governmental
organisations (NGOs) in accordance with its CSR
Policy. The CSR policy is available on the website of
the Company athttps://vinatiorganics.com/wp-content/
uploads/CSR-Policy-2.pdf.

The Corporate Social Responsibility (CSR) Committee
comprises 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 - Member, Chairman
of the Company, Ms. Vinati Saraf Mutreja - Member,
Managing Director & CEO, & Ms. Viral Saraf Mittal -
Member, Director CSR, have good knowledge and
exposure to utilise the Company’s resources towards its
CSR activities.

For the FY 2025-26, the Company was required to
spend ' 10.29/- crore (around 2% of the average net
profits of the preceding three financial years) on CSR
activities. During the year, the Company spent ' 6.42/-
crore on various CSR projects and transferred ' 3.87/-
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.

22) ESOP/ ESOS:

The Company has no employee stock option scheme.

23) PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE:

In accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and the
Rules made thereunder, the Company has adopted
a Policy on Prevention of Sexual Harassment, which
maintains a zero-tolerance approach towards any act of
sexual harassment at the workplace. The Policy ensures
a safe, inclusive and respectful work environment for
all employees and provides an effective framework
for prevention, awareness, reporting and redressal of
complaints relating to sexual harassment.

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

Status of Complaints (FY 2025-26): During the year
under review, the status of complaints pursuant to the
POSH Act is as follows:

• Number of complaints filed during the financial
year: NIL

• Number of complaints disposed of during the
financial year: NIL

• Number of complaints pend ing as on the end of
the financial year: NIL

The Sexual Harassment policy is available on the website
of the Company at: https://vinatiorganics.com/wp-
content/uploads/Policy-Against-Sexual-Harassment-at-
Workplace.pdf.

24) 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 Form MGT-7
is placed on the website of the Company at:https://
vinatiorganics.com/wp-content/uploads/2022/06/Form-
MGT-7-VOL-FY-25-26.pdf.

25) 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 is available on the website of the Company at:
https://vinatiorganics.com/wp-content/uploads/Risk-
Management-Policy.pdf.

26) PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Details of loan s, g uarantees, and investments made
by the Company are within the limits prescribed 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, 2026, and the details are given in
the notes to the Financial Statements of the Company.

27) PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

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 2025¬
26 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the FY 2025-26 are as under:

* Mr. Amit Thanawala was appointed during the previous financial year on December 13, 2024, the remuneration drawn
by him in FY 2024-25 was only for a part of the year. Consequentially, the remuneration for the full financial year 2025¬
26 is not comparable with the previous financial year’s part-period earnings.”

** Remuneration of Independent Directors consists solely of sitting fees for attending meetings of the Board and its
Committees. The decrease in remuneration for FY 2025-26 is due to a lesser number of meetings held during the
current financial year compared to the previous financial year, and does not reflect any reduction in the structural fee
per meeting.

#The percentage increase in remuneration is not comparable as Mr. N. K. Goyal ceased to be the CFO and Mr. Gulshan
Kumar Sakhuja was appointed during the financial year 2025-26.

@The percentage increase in the median remuneration of employees has been calculated after excluding remuneration
of Fxecutive Directors

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

5.24%.c. Comparison of Remuneration and Justification:

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 10%.

- Average Salary increase of man ag erial
employees is around 9%.

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.

f. Particulars of Employees pursuant to Rule 5(2)
and Rule 5(3):

As per Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board's Report and Financial Statements
are being sent to the Members of the Company
excluding the statement containing the particulars
of employees as required under Rule 5(2) and Rule
5(3) of the said Rules. Any Member interested in
obtaining a copy of the said statement may write to
the Company Secretary at shares@vinatiorganics.
com up to the date of the ensuing 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.

28) 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 is available on the website of
the Company athttps://vinatiorganics.com/wp-content/
uploads/Whistle-Blower-Policy-1-1.pdf.

29) RELATED PARTY TRANSACTIONS:

I n 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/Policy-on-
Related-Party-Transaction-3.pdf.

During the FY 2025-26, 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 2025-26, except with its Wholly Owned
Subsidiary. 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.

30) FORMAL ANNUAL EVALUATION OF BOARD AND ITS
COMMITTEES:

Pursuant to the provisions of Section 134(3)(p) read
with Section 178(2) of the Companies Act, 2013 and
Regulation 17(10) read with Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors carried out an annual
evaluation of its own performance, the performance
of its Committees and that of the individual Directors.
The Nomination and Remuneration Committee laid
down the criteria for such evaluation, which was
approved by the Board. The evaluation was carried
out through a structured questionnaire covering, inter
alia, the composition and effectiveness of the Board
and its Committees, governance processes, strategic
oversight, quality of deliberations, and the participation
and contribution of individual Directors.

31) FAMILIARISATION PROGRAMMES FOR

INDEPENDENT DIRECTORS:

The Company conducts familiarization program for
Independent Directors and the details are uploaded on
the website of the Company athttps://vinatiorganics.
com/wp-content/uploads/Famliarization-Programme-
Details-for-Independent-Directors-4.pdf

32) INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company met on
January 31, 2026, 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 and deliberated upon. The details of this
evaluation are provided in Annexure F.

33) MEETINGS OF THE BOARD:

The details of Board Meetings held during the year are
given in the Corporate Governance Report.

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, 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 athttps://vinatiorganics.
com/wp-content/uploads/Policy-on-Internal-Financial-
Control-1.pdf.

35) MEETING OF 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, 18445 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 2025-26. 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 33rd Annual General
Meeting of the 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 33rd
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, 2026.

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 37th 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, 2025, was filed in XBRL format with the
Ministry of Corporate Affairs on October 03, 2025,
vide SRN: AB7916884.

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:

The Members of the Company at the 36th Annual
General Meeting held on September 26, 2025,
had appointed M/s. VKM & Associates, a Peer
Reviewed Firm of Practising Company Secretaries,
as the Secretarial Auditors of the Company for a
term of 5 (five) consecutive years, to hold office
from the conclusion of the 36th Annual General
Meeting until the conclusion of the 41st Annual
General Meeting of the Company to be held in the
year 2030, pursuant to the provisions of Section
204 of the Companies Act, 2013 and Regulation
24A of the SEBI Listing Regulations.

Further, M/s. VKM & Associates, Practising Company
Secretaries, have conducted the Secretarial Audit
of the Company and its material unlisted Indian
subsidiary for the Financial Year 2025-26.

The Secretarial Audit Report of the Company, as
required under Section 204(1) of the Act read with
Section 134(3) of the Act, is annexed herewith as
‘Annexure G’. Additionally, pursuant to Regulation
24A(1) of the SEBI Listing Regulations, the
Secretarial Audit Report of the material unlisted
Indian subsidiary is also annexed herewith as
‘Annexure G-1’, and both forms an integral part of
this Board's Report.

The Secretarial Audit Reports of the Company and
its material subsidiary, Veeral Organics Private
Limited, are self-explanatory and do not contain
any qualification, reservation, adverse remark or
disclaimer by the Secretarial Auditors requiring
further explanation or clarification by the Board.

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 2025-26 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 2025-26.

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
(BRSR) 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) THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY
BENEFIT

The Company is in compliance with the applicable
provisions relating to maternity benefits as prescribed
under the Maternity Benefit Act, 1961/the Code on Social
Security, 2020. The Company provides maternity leave
and related benefits to eligible employees in accordance
with the statutory requirements and is committed to
supporting the health, well-being, and work-life balance
of its employees during maternity.

41) 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. Neither the Managing Director nor the Whole¬
time Directors of the Company receive any salary
or commission from any of the subsidiaries of the
Company.

4. Buyback of shares.

5. 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.

6. No proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

7. No instance of one time settlement with any Bank
or Financial Institution.

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.

42) APPRECIATION & ACKNOWLEDGEMENTS:

Your directors take this opportunity to place on record
their sincere gratitude for the 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 12, 2026