Vinati Organics Ltd Directors Report

To the Members,

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:

( Rs in Crores)

Particulars	Consolidated		Standalone
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Net Sales/Income from Operations	2248.17	1899.96	2,248.10	1,899.98
Other Income	44.31	38.80	44.29	38.80
Total Income	2,292.48	1,938.76	2,292.39	1,938.78
Profit before Finance cost, Depreciation &Taxes	625.23	508.52	629.5	508.89
Finance cost	0.52	3.63	0.52	3.63
Profit before Depreciation & Taxes	624.71	504.89	628.98	505.26
Depreciation & Amortisation Expense	88.53	72.92	80.75	72.79
Profit before Taxation	536.18	431.97	548.23	432.47
Provision for Taxation - Current	112.47	85.52	112.47	85.52
Deferred Tax	18.46	23.47	20.53	23.57
Earlier year adjustments	-	-	-	-
Profit for the year	405.25	322.98	415.23	323.38
Remeasurements of defined benefit plans	-	-	-	-
The items that will not be reclassified to profit or loss	(0.44)	(0.71)	(0.44)	(0.71)
Income tax relating to items that will not be reclassified to profit or loss	0.11	0.18	0.11	0.18
Total Comprehensive Income	404.92	322.45	414.90	322.85

2_ FINANCIAL PERFORMANCE _STANDALONE AND CONSOLIDATED_:

Operating Results and Profits

Consolidated revenue of the Company from operations was Rs 2,292.48 crore in FY 2024-25, which was 18.24% higher than the consolidated revenue of Rs 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

Rs 536.18 crore in FY 2024-25 as against Rs 431.97 crore in FY 2023-24. Profit for the year stood at Rs 405.25 crore in FY 2024-25 as compared to Rs 322.98 crore in FY 2023-24 and total comprehensive income for FY 2024-25 was Rs 404.92 crore in FY 2024-25 as compared to Rs 322.45 crore in FY 2023-24.

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

3_ SHARE CAPITAL:

The paid-up Equity Share Capital as of March 31, 2025, stood at Rs 10.37 crore. During the FY 2024-25, there were no changes in the Companys 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 reafirmed the ratings to the bank facilities of the Company as given below:

Facilities/ Instruments	Rating	Rating Action
Long-term/	CARE AA+;	Reafirmed
Short-term bank facilities	Stable/CARE A1+

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 Rs 7.50/- (Seven Rupees and Fifty Paise Only) per equity share, i.e. 750% on the equity shares of the face value of

Rs 1/- (Rupees One) each. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs 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

Rs 7.00/- per equity share of the face value of Rs 1/- each. The total cash outflow for FY 2023-24 amounted to

Rs 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/2021/05/ 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 Companys 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 Companys 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 Companys 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 & Officers 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 reappointment:

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 Meeting and, being eligible, has offered himself for reappointment. The Board, at its meeting held on May 15, 2025, has recommended his 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, 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 Companys policy on Directors 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-POLICY.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	- Rs 1,376.35 crore.
Foreign Exchange Outgo	- Rs 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.

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, 2025, the Companys permanent employee strength stood at 1283.

16_ 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 Companys 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.

17_ LISTING:

The Companys equity shares are listed at BSE Limited and National Stock Exchange of India Limited. We confirm that the Listing fee for the FY 2025-26 has been paid. The stock code of the Company at BSE Limited is 524200 and the Symbol at the National Stock Exchange of India Limited is VINATIORGA.

18_ 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 Companys operations in the future.

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. 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. they 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 Companys 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 MANAGEMENTS 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 Companys operations, performance, leadership, and governance.

In _ine with this commitment, the Corpor–te Govern–nce Report, together with the Auditors Certific–te confirming comp_i–nce with the conditions of corpor–te govern–nce –s prescribed under the SEBI Listing Regu_–tions, –nd the M–n–gement Discussion –nd An–__sis Report, form –n integr–_ p–rt of this Annu–_ Report –nd –re set out in the sep–r–te –nnexure to this report. (See Annexure ‘B, ‘C & ‘D).

22_ CORPORATE SOCIAL RESPONSIBILITY _CSR_:

The Comp–n_s Corpor–te Soci–_ Responsibi_it_ (‘CSR) initi–tives –im to enh–nce communit_ _ife b_ cre–ting _ong-term v–_ue for –__ st–keho_ders. The Comp–n_s CSR po_ic_ out_ines the guide_ines for conducting these –ctivities, with its ke_ fe–tures det–i_ed in the Annu–_ Report on CSR –ctivities –tt–ched to the Bo–rds Report. The Comp–n_ h–s worked with v–rious found–tions –nd NGOs for the –ccomp_ishment of its CSR –ctivities. The CSR po_ic_ is –v–i_–b_e on the website of the Comp–n_ –t https://vin–tiorg–nics.com/wp-content/ up_o–ds/2021/05/CSR-Po_ic_.pdf.

The Corpor–te Soci–_ Responsibi_it_ (CSR) Committee comprises of four Directors of the Comp–n_. A__ the members of the Corpor–te Soci–_ Responsibi_it_ Committee i.e. Prof. M. L–kshmi K–nt–m – Ch–irperson of the Committee, Mr. Vinod S–r–f – Ch–irm–n of the Comp–n_, Ms. Vin–ti S–r–f Mutrej– - M–n–ging Director

& CEO, & Ms. Vir–_ S–r–f Mitt–_ - Director CSR, h–ve good know_edge –nd exposure to uti_ise the Comp–n_s resources tow–rds its CSR –ctivities.

For the FY 2024-25, the Comp–n_ w–s required to spend

Rs 8.93/- crore (–round 2% of the –ver–ge net profits of the preceding three fin–nci–_ _e–rs) on CSR –ctivities. During the _e–r, the Comp–n_ spent Rs 8.28/- crore on v–rious CSR projects –nd tr–nsferred Rs 0.65/- crore re_–ted to ongoing CSR projects to the Unspent CSR –ccount pursu–nt to the provisions of the Act. The Annu–_ Report on CSR Activities is enc_osed –s ‘Annexure E to this Report.

23_ ESOP/ ESOS:

During the _e–r under review, the Comp–n_ h–d not issued –n_ sh–res under the "VOL Emp_o_ee Stock Option P_–n 2019" ("ESOP 2019"/ "P_–n") Scheme of the Comp–n_. The ESOP 2019 Scheme is in comp_i–nce with the SEBI (Sh–re B–sed Emp_o_ee Benefits) Regu_–tions, 2014 (‘the SBEB Regu_–tions).

Pursu–nt to the –pprov–_ b_ the sh–reho_ders, the Comp–n_ c–n gr–nt up to 200000 options to the e_igib_e emp_o_ees of the Comp–n_ 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.

E_orts have been made to raise awareness among all employees regarding the Companys stance against sexual harassment in the workplace. No complaints were reported during the review period, reflecting the Companys 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:

Name of Director/KMP and No. Designation	Remuneration of Director/ KMP for FY 2024-25 ( Rs in crores)	% increase in remuneration in the FY 2024-25	#Ratio of Remuneration of Director to Median Remuneration of employees in FY 2024-25
Executive Directors
1. Mr. Vinod Saraf	2.81	19.19	50.83
2. Ms. Vinati Saraf Mutreja	9.11	287.40	164.67
3. Ms. Viral Saraf Mittal	1.20	30.74	21.69
4. Mr. Jayesh Ashar	0.96	Not Comparable*	Not Applicable
5. Mr. Amit Thanawala	0.49	Not Comparable**	Not Applicable
Non-Executive Independent Directors
6. Mr. J. C. Laddha	0.05	15.79	0.99
7. Ms. Mona Bhide	0.06	14.29	1.08
8. Prof. M. Lakshmi Kantam	0.05	69.23	0.99
9. Dr. Prashant Barve	0.04	Not Comparable***	0.72
Key Managerial Personnel
10. Mr. N. K. Goyal	1.19	9.72	Not Applicable
11. Mr. Milind Wagh	0.47	12.14	Not Applicable

#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 Companys 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 Companys growth and stakeholder value, the Board of Directors, based on the recommendation of the Nomination 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 Companys 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. Afirmation that the remuneration is as per the Remuneration Policy of the Company: The Company afirms 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 Boards 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 Companys 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 afirmed 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 Companys 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 arms 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 Companys 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 Companys 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 Companys financial reporting process to ensure integrity, transparency, and accuracy. It provides effective supervision of the managements 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 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 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 arms 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 Companys 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. Issue 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 Companys 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