Shareholders meeting

Date: August 06, 2026 VCL/SE/40/2026-27 To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G Dalal Street, Fort, Bandra Kurla Complex, Bandra (East), Mumbai – 400 001 Mumbai -400 051 Scrip Code: 516072 NSE Symbol: VISHNU Through: BSE Listing Centre Through: NEAPS Sub: Notice of the 33rd Annual General Meeting (‘AGM’) of the Company for the FY 2025-26 Dear Sir/ Madam, We hereby enclose the Notice and Explanatory Statement of the 33rd Annual General Meeting of the Company to be held on Friday, August 28, 2026 at 11.00 a.m. (IST) via two- way Video Conference / Other Audio Visual Means. The said Notice forms part of the Integrated Annual Report 2025-26. A copy of the same is available on the website of the Company. Link: AGM Notice Kindly take the same on record and disseminate. Thanking You. Yours faithfully, For Vishnu Chemicals Limited Vibha Shinde Company Secretary & Compliance Officer Encl: As above Notice CIN: L85200TG1993PLC046359 Regd. Off: Plot No. C-23, Road No. 8, Film Nagar, Jubilee Hills, Hyderabad – 500 096 Tel: 040-23396817, 23327723/ 29; Fax: 040-23314158 Website: www.vishnuchemicals.com; Email id: investors@vishnuchemicals.com NOTICE OF THIRTY THIRD (33RD) ANNUAL GENERAL MEETING OF VISHNU CHEMICALS LIMITED NOTICE is hereby given that the Thirty Third (33rd) for a period of five (5) years as Statutory Auditors of Annual General Meeting (“AGM”) of the members of the Company to hold office from the conclusion of Vishnu Chemicals Limited (‘VCL’) will be held on Friday, 33rd Annual General Meeting until the conclusion August 28, 2026 at 11.00 A.M. IST via two-way video of 38th Annual General Meeting of the Company, on conferencing (‘VC’) facility or other audio visual means such remuneration as may be mutually agreed upon (‘OAVM’) to transact the following business: between the Board of Directors and the Statutory Auditors in addition to actual out-of-pocket expenses ORDINARY BUSINESS: incurred by them for the purpose of audit and the 1. a) To receive, consider and adopt the Audited applicable taxes. Standalone Financial Statements of the RESOLVED FURTHER THAT the Board or any duly Company for the financial year ended March constituted Committee of the Board, be and is hereby 31, 2026, together with the Reports of the authorised to do all acts, deeds, matters and things Board of Directors and Auditors thereon. as may be deemed necessary and/or expedient in b) To receive, consider and adopt the Audited connection therewith or incidental thereto, to give Consolidated Financial Statements of the effect to the foregoing resolution.” Company for the financial year ended March 31, 2026, together with the Report of the SPECIAL BUSINESS: Auditors thereon. 5. To approve re-appointment of Mr. Nagabhushan Bhagwati (DIN: 01564347) as an Independent 2. To declare final dividend of ` 0.30 per equity share Director of the Company: of ` 2/- each (i.e. 15%) for the financial year ended March 31, 2026. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special 3. To appoint a Director in place of Mrs. Ch. Manjula Resolution: (DIN: 01546339), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and “RESOLVED THAT pursuant to the provisions of being eligible, offers herself for re-appointment. Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and 4. To approve appointment of M/s M. Anandam & Co the Companies (Appointment and Qualification Chartered Accountants, Hyderabad as Statutory of Directors) Rules, 2014 (including any statutory Auditors of the Company for the first term of five modification(s) or re-enactment thereof for the years: time being in force) read with applicable Schedule To consider and if thought fit, to pass, with or to the Act and Regulation 16(1)(b) of the SEBI without modification(s), the following Resolution as (Listing Obligations and Disclosure Requirements) an Ordinary Resolution: Regulations, 2015, the consent of the members of the Company be and is hereby accorded to re-appoint “RESOLVED THAT pursuant to the provisions of Mr. Nagabhushan Bhagwati (DIN: 01564347), as Sections 139, 142 and other applicable provisions, if an Independent Non-Executive Director of the any, of the Companies Act, 2013 (“the Act”) read with Company who has submitted a declaration that he the Rules framed thereunder as amended from time meets the criteria for independence as provided to time (including any statutory modification(s) or in Section 149(6) of the Act & Regulation 25(8) re-enactment thereof for the time being in force) and of the SEBI (Listing Obligations and Disclosure based on the recommendation of Audit Committee Requirements) Regulations, 2015 and who is eligible and the Board of Directors, M/s. M. Anandam & Co for reappointment, to hold office for the second term Chartered Accountants (FRN -000125S.), Hyderabad, of four (4) consecutive years with effect from August VISHNU CHEMICALS LIMITED 1 NOTICE (CONTD.) 28, 2026 to August 27, 2030 and whose office shall General Meeting of the Company is being conducted not be liable to retire by rotation. through Video Conferencing or Other Audio Visual Means (“VC / OAVM”) (hereinafter referred to RESOLVED FURTHER THAT the Board of Directors of as “AGM”). In accordance with the Secretarial the Company be and are hereby severally authorised Standard - 2 on General Meeting issued by the to do all such acts, deeds and things as it may deem Institute of Company Secretaries of India (ICSI) read necessary and authorise executives of the Company with Guidance /Clarification dated April 15, 2020 for the purpose of giving effect to this resolution.” issued by ICSI, the proceedings of the AGM shall be 6. To ratify payment of remuneration to the Cost deemed to be conducted at the Registered Office of Auditors for the financial year 2026-27: the Company which shall be the deemed venue of To consider and, if thought fit, to pass with or the AGM. without modification(s), the following Resolution as 2. Pursuant to the provisions of the Act, a member an Ordinary Resolution: entitled to attend and vote at the AGM is entitled to “RESOLVED THAT pursuant to the provisions of appoint a proxy to attend and vote on his/her behalf Section 148(3) and other applicable provisions, and the proxy need not be a member of the Company. if any, of the Companies Act, 2013 read with Since this AGM is being held pursuant to the MCA the Companies (Audit and Auditors) Rules, circulars through VC/OAVM, the requirement of 2014 [including any statutory modification(s) or physical attendance of members has been dispensed re-enactment(s) thereof], the Company hereby with. Accordingly, in terms of the MCA circulars and ratifies the maximum remuneration of 1.05 Lakhs/- the SEBI circulars, the facility for appointment of per annum plus applicable taxes and reimbursement proxies by the members will not be available for this of out of pocket expenses incurred in connection with AGM and hence the proxy form, attendance slip and the cost audit payable to M/s. Sagar & Associates, route map of the AGM venue are not annexed to this Cost Accountants (Firm Registration No. 000118), notice. Hyderabad, who were appointed as Cost Auditors 3. The Explanatory Statement pursuant to Section 102 by the Board of Directors of the Company to conduct of the Act setting out material facts concerning the audit of the cost records of the Company for the business under Item No 4 under Ordinary Business financial year ending March 31, 2027. and Item Nos 5 & 6 under the Special Business RESOLVED FURTHER THAT the Board be and is annexed hereto. The relevant details pursuant is hereby authorised to vary and /or revise the to Regulation 36(3) of the Listing Regulations remuneration of the Cost Auditors within limits as and Secretarial Standards on General Meetings approved by the aforesaid resol [Showing first 8,000 characters — download PDF for full document]