Notice of 37th AGM along with Annual Report 2025-26

August 31, 2026 BSE Limited National Stock Exchange of India Ltd. Listing Department, Listing Department, P. J. Towers, 1st Floor, Exchange Plaza, Plot No. C/1, ‘G’ Block, Dalal Street, Mumbai – 400 001. Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051. Scrip Code: 524200 NSE Symbol: VINATIORGA / Series: EQ Dear Sir/Madam, Sub: Notice of Thirty-Seventh Annual General Meeting and the Integrated Annual Report for the financial year 2025-26 Pursuant to Regulation 34(1) and Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Notice convening the Thirty-Seventh Annual General Meeting (“AGM”) along with the Integrated Annual Report of the Company, including the Business Responsibility and Sustainability Report for the financial year 2025-26, which are being sent through electronic mode to the Members of the Company, whose e-mail IDs are registered with the Company/ Registrar & Share Transfer Agent (“RTA”)/ Depository Participant(s). Further, pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is also sending a letter to those shareholders whose e-mail addresses are not registered with the Company/ RTA/ Depository Participants, providing a web-link for accessing the Notice of AGM and Integrated Annual Report for the financial year 2025-26. The Notice of AGM along with the Integrated Annual Report are attached and the same are also available on the Company’s website at www.vinatiorganics.com under "Financial Information" tab under "Investors" Section. The Notice of AGM of the Company inter alia indicates the process and manner of remote e-voting/ e-voting at the AGM and instructions for participation at the AGM through VC/OAVM. This is for information and records. Thanking you, Yours faithfully, For Vinati Organics Limited Milind Wagh Company Secretary/Compliance Officer (Membership No. FCS - 7125) Encl: As above VINATI ORGANICS LIMITED CIN: L24116MH1989PLC052224 Registered Office: B-12 & B-13/1, MIDC Industrial Area, Mahad – 402 309, Dist. Raigad, Maharashtra. Tel No.: 022-61240444/428, Fax No.: 022-61240438 Email: shares@vinatiorganics.com Website: www.vinatiorganics.com NOTICE NOTICE IS HEREBY GIVEN THAT THE THIRTY-SEVENTH (37TH) ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF VINATI ORGANICS LIMITED (“THE COMPANY”) WILL BE HELD ON WEDNESDAY, SEPTEMBER 23, 2026, AT 11:00 AM (IST) THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS the Companies Act, 2013 (“the Act”), read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and 1. Adoption of Audited Standalone and Consolidated the Companies (Cost Records and Audit) Rules, 2014 Financial Statements (including any statutory modification(s) or re-enactment(s) To consider and adopt: thereof for the time being in force), the Members of the a. The Audited Standalone Financial Statements of Company hereby ratify the remuneration to M/s. N. Ritesh the Company for the financial year ended March & Associates, Cost Accountants (Firm Registration No. 31, 2026, together with the Reports of the Board of R10065), who were appointed by the Board of Directors Directors and the Auditors thereon; and to conduct the audit of the cost records of the Company for the financial year ending March 31, 2027, to be paid b. The Audited Consolidated Financial Statements of the remuneration as set out in the Explanatory Statement the Company for the financial year ended March annexed to the Notice convening this Meeting. 31, 2026 together with the Report of the Auditors thereon. RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be 2. Declaration of Dividend and is hereby authorised to take all such steps and to To declare a final dividend of ` 8.50/- per equity share do all such acts, deeds, matters and things as may be for the financial year ended March 31, 2026. necessary, desirable, or expedient to give effect to this resolution, including but not limited to filing of necessary 3. Re-appointment of Ms. Viral Saraf Mittal as director, forms and returns with the regulatory authorities, and to liable to retire by rotation accept and carry out any modifications, alterations or To appoint a Director in place of Ms. Viral Saraf Mittal amendments as may be required by such authorities in (DIN: 02666028), who retires by rotation at this meeting connection with the above resolution.” and being eligible, offers herself for re-appointment in 5. Revision in remuneration of Mr. Amit Thanawala terms of Section 152(6) of the Companies Act, 2013. (DIN: 10864545), Whole Time Director of the Company for the remainder of his tenure effective SPECIAL BUSINESS from April 01, 2026. 4. Ratification of the remuneration of the Cost Auditors To consider and, if thought fit, to pass the following for the Financial Year 2026-27 resolution as a Special Resolution: To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary “RESOLVED THAT in partial modification of the Special Resolution: Resolution passed by the Members of the Company through Postal Ballot concluded on February 25, 2025, “RESOLVED THAT pursuant to the provisions of and in accordance with the provisions of Sections Section 148 and other applicable provisions, if any, of 196, 197, 198 read with Schedule V and Companies Notice NOTICE (CONTD.) (Appointment and Remuneration of Managerial through Postal Ballot on February 25, 2025, and Personnel) Rules, 2014 and all other applicable which are not dealt with in this Resolution, shall remain provisions, if any, of the Companies Act, 2013 (“the Act”) unchanged and continue to be effective. and applicable provisions of SEBI (Listing Obligations RESOLVED FURTHER THAT approval of the Members and Disclosure Requirements) Regulations, 2015 (“SEBI be and is hereby accorded for payment of remuneration Listing Regulations”) [including any amendment(s), as set out in the explanatory statement for any financial statutory modification(s) or re-enactment(s) thereof for year during the tenure of his office (i) notwithstanding the time being in force], and the Articles of Association inadequacy of profits or loss in the respective financial of the Company, the approval of the Members be and year; or (ii) even if the above payment or aggregate is hereby accorded for the revision in the remuneration managerial remuneration of Executive Directors or of Mr. Amit Thanawala (DIN: 10864545), Whole Time aggregate managerial remuneration of all directors Director of the Company, including an increase in his exceeds the limits as specified in Section 197(1) of the monthly basic salary to be within the scale/range of ` Companies Act, 2013 and / or the second proviso 6,50,000/- (Rupees Six Lakh Fifty Thousand only) per thereunder, subject to compliance with Schedule V of month to ` 15,00,000/- (Rupees Fifteen Lakh only) per the Act and other regulatory approvals, if and where month, together with Performance-Linked Incentive not applicable. exceeding 12% of his fixed annual Cost to Company (CTC) per annum, for the remaining period of his tenure RESOLVED FURTHER THAT the Board of Directors effective from April 01, 2026 to December 12, 2029, (including the Nomination and Remuneration Committee on the terms and conditions set out in the Explanatory of the Board), be and is hereby authorised to alter and Statement annexed to this Notice. vary the terms and conditions of the said remuneration, from time to time, as it may deem fit, within the aforesaid RESOLVED FURTHER THAT except for the revision in limits and to do all such acts, deeds, matters and things the remuneration scale and components as set out in as may be deemed necessary, proper, or expedient in Explanatory Statement, all other terms and conditions of connection therewith or incidental ther [Showing first 8,000 characters — download PDF for full document]