Minutes of 40th Annual General Meeting

23rd June, 2026 The Secretary The Secretary BSE Ltd. National Stock Exchange of India Ltd. Corporate Relationship Dept., Exchange Plaza, Plot no. C/1, G Block, 14th floor, P.J. Tower, Bandra-Kurla Complex, Dalal Street, Fort Bandra (E), Mumbai- 400 001 Mumbai- 400 051 Stock Code-524129 Stock Code- VINYLINDIA Dear Sir, Sub : Minutes of 40th Annual General Meeting Please find enclosed herewith copy of the minutes of the proceedings of 40th Annual General Meeting of the Company held on 5th June, 2026 for your records. Kindly take the same on your records. Thanking You, Yours faithfully, For VINYL CHEMICALS (INDIA) LTD. AARTI FALORH COMPANY SECRETARY FCS:8726 The Minutes of the Fortieth Annual General Meeting of the members of M/s. Vinyl Chemicals (India) Limited held on Friday, the 5th of June, 2026 through Video Conferencing/Other Audio Visual Means. The Meeting commenced at 3:30 p.m. and concluded at 04:20 p.m. The meeting was deemed to be held at the Registered Office of the Company at Regent Chambers, 7th Floor, Jamnalal Bajaj Marg, 208, Nariman Point, Mumbai 400 021. Recording was done at Mumbai. PRESENT THROUGH VIDEO CONFERENCING/OTHER AUDIO-VISUAL MEANS: Shri M.B. Parekh - Chairman & Managing Director and Member Shri N.K. Parekh - Director and Member Shri A.B. Parekh - Director and Member Shri P.D. Shah - Director Shri L Viswanathan - Director and Chairman of Audit Committee and Nomination and Remuneration Committee Smt. Shailashri Bhaskar - Director and Chairperson of Stakeholders Relationship Committee Shri. Kavinder Singh - Director Smt. Gira Sardesai - Director IN ATTENDANCE THROUGH VIDEO CONFERENCE/OTHER AUDIO- VISUAL MEANS: Ms. Aarti Falorh, Company Secretary and Compliance Officer Shri Sayantan Mallick, Chief Financial Officer Shri Mehul Gada, Authorised Representative of M/s. Mehul Gada & Associates, Chartered Accountants, Statutory Auditors Shri Mitesh Dhabliwala, Authorised Representative of M/s. Parikh & Associates, Practising Company Secretaries, Secretarial Auditors. Total 48 Members including those mentioned above were present. Shri M.B. Parekh, chaired the meeting. The Chairman welcomed all the Directors and shareholders present at the 40th Annual General Meeting (AGM) of the Company. He mentioned that the AGM was being held for the seventh consecutive year through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) facility. He was attending the Meeting from Mumbai. He then requested Ms. Aarti Falorh, Company Secretary to brief the members on the applicable legal provisions for convening this AGM. Ms. Aarti Falorh informed the Members that the 40th AGM of the Company was being conducted through VC/ OAVM facility without the physical presence of the Members at a common venue, as permitted under the relevant Circulars issued by MCA and SEBI in this regard and the deemed venue of this meeting was the Registered Office of the Company. She further informed that in terms of the provisions of Section 108 of the Companies Act, 2013, Rules framed thereunder and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided e-voting facility to the Members to exercise their right to vote on the resolutions proposed to be passed at the AGM through electronic voting system provided by National Securities Depository Limited (NSDL) prior to the AGM (remote e-voting). The remote e-voting period commenced on Tuesday, 2nd June, 2026 at 9.00 a.m. and ended on Thursday, 4th June, 2026 at 5.00 p.m. Members who had not cast their vote earlier through remote e-voting were given the facility to vote during the AGM through the e-voting platform of NSDL. The Chairman then announced opening of e-voting platform, which remained open until 15 minutes after closure of the meeting. She further stated that the Company had taken all the feasible steps to ensure that the shareholders were provided an opportunity to participate and cast their vote at the AGM. The detailed instructions for speakers and participants were provided in the AGM Notice. As per the Circulars issued by MCA, the facility for appointment of proxies at the AGM was not available. The Company had received duly certified copies of resolutions from body corporates who were Members under Section 113 of the Companies Act, 2013 authorising their representatives to attend and vote at the AGM. Thereafter, the Company Secretary requested the Chairman to conduct the proceedings of the meeting. Upon confirmation of the quorum, the Chairman commenced the proceedings of the meeting. He introduced the Directors of the Company attending the AGM through VC stating their respective positions/designations in the Company and the location from which they were attending the AGM. He also mentioned that apart from Directors, the Chief Financial Officer, Statutory Auditors and Secretarial Auditors, were also participating in the AGM through VC. The Chairman announced the commencement of e-voting at the AGM. The Notice convening the AGM and Directors’ Report were taken as read as the same had already been circulated to all the Members. The Chairman announced that since there were no qualifications in the Auditors’ Report and Secretarial Auditors’ Report, they were also taken as read. The Chairman then informed the Members that the necessary registers and documents as referred in the Notice convening the 40th AGM were made available for inspection at the request of the members. Thereafter, the Chairman placed before the meeting the following seven resolutions as set out in the Notice dated 24th April, 2026 convening the 40th AGM for the approval of the Members. He briefed the Members about the objectives and implications of the resolutions as contained in the explanatory statement attached to the AGM Notice. ORDINARY BUSINESS: 1. ORDINARY RESOLUTION FOR ADOPTION OF AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2026 TOGETHER WITH DIRECTORS’ REPORT AND AUDITORS’ REPORT THEREON “RESOLVED THAT the Audited Financial Statements i.e. Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity and Cash Flow Statement and Notes forming part thereof for the financial year ended 31st March, 2026 together with Directors’ Report and Auditors’ Report thereon be and are hereby approved and adopted.” 2. ORDINARY RESOLUTION FOR DECLARATION OF DIVIDEND ON EQUITY SHARES “RESOLVED THAT for the Financial Year ended 31st March 2026 a dividend of Rs. 7/- per equity share of Re. 1/- on 1,83,37,111 equity shares of Re. 1/- each absorbing Rs. 12,83,59,777/- out of Current Year’s profit is hereby declared and the same be paid as recommended by the Board of Directors, to those equity shareholders whose names appear on the Register of Members of the Company as on 22nd May, 2026, Record date for payment of dividend.” 3. SPECIAL RESOLUTION FOR RE-APPOINTMENT OF SHRI N. K. PAREKH (DIN: 00111518), AS A DIRECTOR LIABLE TO RETIRE BY ROTATION “RESOLVED THAT pursuant to Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder and Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) Shri N.K. Parekh (DIN: 00111518) who has already attained age of 75 years and who retires by rotation at this Annual General meeting and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation.” SPECIAL BUSINESS: 4. ORDINARY RESOLUTION FOR APPROVAL OF MATERIAL RELATED PARTY TRANSACTIONS WITH PIDILITE INDUSTRIES LIMITED “RESOLVED THAT pursuant to Regulation 23 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the applicable provisions of the Com [Showing first 8,000 characters — download PDF for full document]