Your Directors have immense pleasure in presenting the Thirty-Fifth (35th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

1) FINANCIAL RESULTS:

The Summarised financial performance for the year ended March 31, 2024, on a Standalone and Consolidated basis is given below:

('' in Lakhs)

Particulars	Consolidated		Standalone
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Net Sales/Income from Operations	1,89,995.71	2,07,273.20	1,89,995.71	2,07,273.20
Other Income	3,879.75	5,243.57	3,879.75	5,243.57
Total Income Prolil before Finance cost, Depreciation &Taxes Finance cost	1,93,875.46 50,851.78 363.12	2,12,516.77 62,361.07 142.53	1,93,875.46 50,889.25 363.12	2,12,516.77 62,361.91 142.53 62,219.38 5,902.22 56,317.16
Profit before Depreciation & Taxes Depreciation & Amortisation Expense	50,488.66 7,293.00	62,218.54 5,902.22	50,526.13 7,278.87
Profit before Taxation	43,195.66	56,316.32	43,247.26
Provision for Taxation Current	8,637.00	12,431.93	8,63700	12,431.93 1,999.86 (31.29) 41,916.66 (69.30) 1744
Deferred Tax	2,34730	1,999.86	2,356.78
Earlier year adjustments	(85.40)	(31.29)	(85.40)
Profit for the year	32,296.76	41,915.82	32,338.88
Remeasurements of Defined benefit plans	(70.59)	(69.30)	(70.59)
Income Tax relating to items that will not be reclassified to profit or loss	1777	1744	1777
Total other comprehensive income for the year, net of tax	(52.82)	(51.86)	(52.82)	(51.86)
Total Comprehensive Income	32,243.94	41,863.96	32,286.06	41,864.80

2) HIGHLIGHT OF THE COMPANY PERFORMANCE / REVIEW OF OPERATIONS (STANDALONE AND CONSOLIDATED):

On a Consolidated basis, total revenue from operations for Financial Year 2023-24 (FY 2023-24) was '' 1,93,875.46 lakh, reduced by 8.77% over the previous year’s revenue of '' 2,12,516.77 lakh. The Profit After Tax (PAT) attributable to shareholders and non-controlling interests for FY 2023-24 was '' 32,296.76 lakh. The PAT attributable to shareholders for FY 2023-24 was '' 32,243.94 lakh.

On a Standalone basis, total revenue from operations achieved during the year was '' 1,93,875.46 lakh compared to '' 2,12,516.77 lakh in the previous year. The Net Profit After Tax (PAT) is '' 32,338.88 lakh as compared to '' 41,916.66 lakh in the previous year.

The figures for the Quarter ended March 31, 2024 and March 31, 2023 are the balancing figures between the audited figures in respect of the full financial year and the year-to-date figures upto the third Quarter of the Financial year. The financial result has been prepared

in accordance with the Companies (Indian Accounting Standards) Rules 2015 (Ind AS), prescribed under section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable, while the financial results for the quarter ended March 31, 2023 have been restated to reflect the Scheme of Amalgamation of Vinati Organics Ltd. with Veeral Additives Pvt. Ltd., approved by the National Company Law Tribunal, Mumbai Bench vide Order dated December 12, 2023, the impact of the restatement being not material, and previous period/ year figures are regrouped and rearranged wherever necessary.

3) SHARE CAPITAL:

The paid-up Equity Share Capital as of March 31, 2024, stood at '' 1036.66 lakh. During the year Vinati Organics Limited (the Company) had allotted 8,83,582 equity shares to the shareholders of Veeral Additives Pvt. Ltd. pursuant to Order of National Company Law Tribunal, Mumbai Bench dated December 12, 2023, approving the Scheme of Amalgamation of the Vinati Organics

Ltd. (Transferee Company) with Veeral Additives Pvt. Ltd. (Transferor Company) and their respective shareholders (Scheme). There was no other change in the Share Capital of the Company. The Company neither has issued any shares nor has granted any Stock Options nor any Sweat Equity Shares during the year.

4) CREDIT RATING:

The CARE Rating Ltd. (CARE) has upgraded/reaffirmed the ratings to the bank facilities of the Company as given belowr

Facilities/ Instruments	Rating	Rating Action
Long-term bank facilities	CARE AA ; Stable	Revised from CARE AA; Positive
Long-term/ Short-term bank facilities	CARE AA ; Stable/CARE A1	Revised from CARE AA; Positive/CARE A1
Short-term bank facilities	CARE A1	Reaffirmed

5) TRANSFER TO RESERVE:

The Board of Directors has decided to retain the entire amount of profit for the financial year 2023-24 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, 2024.

7) DIVIDEND:

The Board of Directors has recommended a dividend of '' 7/- (Rupees Seven only) per equity share i.e. 700% on the equity shares of the face value of '' 1/- (Rupees One) each. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of '' 7,256.59 lakh.

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 Tuesday, September 10, 2024 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 01, 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 2022-23, the Company paid a total dividend of '' 7/- per equity share of the face value of '' 1/- each. The total cash outflow for FY 2022-23 amounted to '' 7,194.74 lakh.

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is disclosed in this report as Annexure ''A’ also the same is uploaded on the Company’s website https://vinatiorganics.com/wp-content/uploads/2021/05/Dividend-Distribution-Policy-12th-Mav-2018.pdf

The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, September 04, 2024 to Tuesday, September 10, 2024 (both days inclusive) for the purpose of payment of the dividend for the financial year ended March 31, 2024.

8) SCHEME OF AMALGAMATION:

The National Company Law Tribunal, Mumbai Bench vide its Order dated December 12, 2023 has approved the Scheme of Amalgamation of Vinati Organics Ltd. (Transferee Company) with Veeral Additives Pvt. Ltd. (Transferor Company) and their respective shareholders (Scheme) and the Share Allotment Committee of the Company at its meeting held on February 26, 2024 has allotted 883582 equity shares to the eligible shareholders of the Transferor Company as per clause 3.1 Part C of the Scheme.

Subsequently, the Company has made Listing Application to Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited and the trading approval for the said allotted shares received on May 06, 2024.

9) SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY:

Veeral Organics Pvt. Ltd. (''VOPL'') is a Wholly Owned Subsidiary of Vinati Organics Limited (the “Company”). Other than VOPL, the Company does not have any Subsidiary, Associate, or Joint Venture Company. Pursuant to 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 Subsidiary in Form AOC-1 is attached to the financial statements and not repeated in this report to avoid duplication.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company’s website and can be accessed at https://vinatiorganics.com/financial-

information/

The financial statements of the subsidiary as required, are available on the Company’s website and can be accessed at 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/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 & 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.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and applicable clauses of the Articles of Association of the Company, Ms. Vinati Saraf Mutreja (DIN: 00079184), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment as Director for your approval. The brief profile of Ms. Vinati Saraf Mutreja and the resolution for her appointment as Director is given in the Notice of the 35th Annual General Meeting (AGM), other than Mr. Vinod Saraf and Ms. Viral Saraf Mittal no other Directors and their respective relatives are interested in the said resolution.

During the financial year the Company has 4 (four) Independent Directors, namely, Mr. J. C. Laddha, Mr. Adesh Kumar Gupta, Ms. Mona Bhide and Prof. M. Lakshmi Kantam. The Company has received all the applicable declarations under Section 149(7) of the Act, Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations from each Independent Director. There have been no circumstances affecting their status as Independent Director of the Company. No Director of the Company is disqualified under any law to act as a director.

The Board of Directors, based on recommendation of Nomination and Remuneration Committee, in its meeting held on February 11, 2024, pursuant to relevant sections of the Companies Act, 2013 and the relevant Rules made thereunder and the applicable provisions of SEBI Listing Regulations, appointed Dr. Prashant Barve as Non-Executive Independent Director of the Company w.e.f April 01, 2024 for the period of five years. Further, in accordance with the provisions of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations, Mr. J. C. Laddha (DIN: 00118527) is seeking re-appointment for the second term of five consecutive years from June 13, 2025 upto June 12, 2030 (both days inclusive), the terms and conditions for the appointment

of Mr. J. C. Laddha is given in the appointment resolutions in the 35th AGM Notice read with accompanying explanatory statement.

During the year under review, none of Non-Executive Directors of the Company had any material pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Key Managerial Personnel: Mr. Vinod Saraf - Executive Chairman, Ms. Vinati Saraf Mutreja - Chief Executive Officer and Managing Director, Ms. Viral Saraf Mittal -Director CSR, Mr. Jayesh Ashar - Whole Time Director, Mr. N. K. Goyal - Chief Financial Officer (CFO) and Mr. Milind Wagh - Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with Sections 2 (51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). During the year under review, there has been no change in the Key Managerial Personnels.

12) POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s policy on Director’s 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-PQLICY.pdf

13) DEPOSITS:

For the financial year 2023-24, 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) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company had total foreign exchange earnings and outgo as provided below during the year ended March 31, 2024:

Foreign Exchange Earnings - '' 1,04,732 lakhs.

Foreign Exchange Outgo - '' 13,581 lakhs.

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as per Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure ''A1'' forming part of this report.

16) 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, 2024, the Company''s permanent employee strength stood at 1279.

17) QUALITY INITIATIVES:

Sustained commitment to the highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

18) LISTING:

The Company’s equity shares are listed at the BSE Limited and the National Stock Exchange of India Limited. We confirm that the Listing fee for the financial year 2024 - 25 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.

19) 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 Company’s operations in the future.

20) 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 Company’s internal financial controls were adequate and effective during the financial year 2023 - 24.

21) MATERIAL CHANGES AFTER THE BALANCE SHEET DATE (MARCH 31, 2024):

No material changes and commitments affecting the financial position of the Company have occurred between the financial year 2023-24 of the Company to which the financial statements relate and the date of this report.

22) CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION AND ANALYSIS REPORTS:

At Vinati Organics, we are committed to evolving and adhering to corporate governance guidelines and best practices meticulously. This dedication is not only aimed at enhancing long-term shareholder value but also at upholding the rights of all stakeholders. We view it as our inherent duty to provide timely and accurate information about the Company''s operations, performance, leadership, and governance.

As such, the Corporate Governance Report along with the certificate from the Auditors of the Company certifying compliance with the conditions of the Corporate Governance as required under the SEBI Listing Regulations and Management’s Discussion and Analysis Reports, which form an integral part of this report, are set out in the separate annexure to this report. (See Annexure ‘B’, ‘C’ & ‘D’).

23) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised adequate system to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

24) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES:

There has been no change in the class and nature of the business of the Company and its Subsidiary Company.

25) 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. The Company’s CSR policy outlines the guidelines for conducting these activities, with its key features detailed in the Annual Report on CSR activities attached to the Board’s Report. The Company has worked with various foundations and NGOs for accomplishment of its CSR activities. The CSR policy is available on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/ CSR-Policy.pdf

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

For the financial year 2023-24, the Company was required to spend '' 8.76/- crores (around 2% of the average net profits of the preceding three financial years) on CSR activities. However, during the year the Company spent '' 9.30 crores on various CSR projects and transferred '' 0.84 crores 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.

26) ESOP/ ESOS:

During the year under review, the Company had not issued any shares under the “VOL Employee Stock Option Plan 2019” (“ESOP 2019”/ “Plan”) Scheme of the Company. The ESOP 2019 Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (‘the SBEB Regulations’).

Pursuant to the approval by the shareholders, the Company can grant up to 200000 options to the eligible employees of the Company under the ESOP 2019.

27) 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. An Internal Complaints Committee has been formed, comprising of 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.

Efforts have been made to raise awareness among all employees regarding the Company''s stance against sexual harassment in the workplace. No complaints were reported during the review period, reflecting

the Company''s commitment to providing a safe and supportive work environment for all employees and associates.

The Sexual Harassment policy posted on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/POLICY-AGAINST-SEXUAL-HARASSMENT.pdf

28) 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/ Form MGT 7-23-24-Website-1.pdf

29) RISK MANAGEMENT:

The Board 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 of the Company has been posted on the website of the Company at https:// vinatiorganics.com/wp-content/uploads/2021/05/RISK-MANAGEMENT-POLICY.pdf

30) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans, Guarantees, Securities and Investments made by the Company are within the limits prescribed under Section 186 of the Act and details for the same are given in the notes to the financial statements.

31) 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. The Ratio of the remuneration of each Director to the median remuneration of all the employees of the Company for FY 2023-24 and % increase in remuneration of each Director/KMP of the Company for FY 2023-24 are as under:

Sr. No.	Name of Directors	Remuneration ('' in lakhs)	% increase in remuneration in the financial year	Ratio to the median remuneration
Executive Director
1.	Mr. Vinod Saraf	236.02	16.55%	44.08
2.	Ms. Vinati Saraf Mutreja	235.23	56.04%	43.93
3.	Ms. Viral Saraf Mittal	91.81	6.84%	1714
4.	Mr. Jayesh Ashar	13736	11.99%	25.65
Non-Executive Directors
5.	Ms. Mona M. Bhide	5.25	90.91%	0.98
6.	Mr. Adesh Kumar Gupta	4.00	23.08%	0.75
7	Prof. M. Lakshmi Kantam	3.25	30.00%	0.61
8.	Mr. Jagdish Chandra Laddha	4.75	35.71%	0.89
Key Managerial Personnel
9.	Mr. N. K. Goyal	108.70	12.71%	20.30
10.	Mr. Milind Wagh	42.16	12.61%	787

b. The percentage increase/ decrease in the median remuneration of employees in the financial year: -10.53%.

c. The number of permanent employees on the Roll of Company: 1279.

d. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

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 organisation performance in addition to individual performance.

- Average Salary increase of non-managerial employees is around 11.36%.

- Average Salary increase of managerial employees is around 15.08%.

There are no exceptional circumstances in increase of managerial remuneration.

e. 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.

f. Affirmation that the remuneration is as per the Remuneration Policy of the Company: The Company affirms remuneration is as per the Remuneration Policy of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at [email protected].

32) 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 has been posted on the website of the Company at https://vinatiorganics. com/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf.

33) TRANSACTION WITH RELATED PARTIES:

All the transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed and approved by the Board. The details of all such transactions executed with related parties are placed before the Audit Committee on a quarterly basis for their review and consideration.

During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

34) BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and the preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

35) INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company met on February 11, 2024, inter-alia to discuss:

(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 a 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’).

36) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met four (4) times during the year on May 19, 2023, August 11, 2023, November 07, 2023, and February 11, 2024.

37) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

38) AUDIT COMMITTEE:

The Audit Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

During the reporting year the Audit Committee was comprises of Mr. J. C. Laddha - Chairman, Mr. Adesh Kumar Gupta - Member and Ms. Mona Bhide - Member. All recommendations made by the Audit Committee were accepted by the Board during the financial year.

39) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143 (12) of the Act and the rules made thereunder.

40) TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under Section 124 of the Act, 59,544 equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) during the financial year 2023-24. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

41) AUDITORS AND AUDIT REPORTS:

(i) Statutory Auditors and their Report:

Members of the Company at the AGM held on September 14, 2022, approved the appointment of M. M. Nissim & Co LLP, Chartered Accountants (Registration No. ICAI/FRN/107122W/W100672), Chartered Accountants, as the statutory auditors of the Company. Further, the Shareholders approved the re-appointment of statutory auditors for a second term of five years commencing from the conclusion of the 33rd AGM until the conclusion of 38th AGM of the Company to be held in the year 2028.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2024.

During the year under review, the Statutory Auditors 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.

(ii) Cost Auditors and Cost Audit Report:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of Cost Records is applicable to the Company and the Audit of the said Cost Records is being carried out every year. The Board of Directors, based on the recommendation of the Audit Committee and the certification from the Cost Auditors certifying their independence and arm’s length relationship with your Company, has appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2024-25, on such remuneration as mentioned in the Notice of the 35th Annual General Meeting of the Company. A resolution seeking Member’s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 35th Annual General Meeting and the same is recommended for your consideration and ratification.

In accordance with Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the Financial Year ended March 31, 2023 was filed in XBRL on September 13, 2023 vides SRN: F64270408 with the Ministry of Corporate Affairs, New Delhi.

During the year under review, the Cost Auditors 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.

(iii) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the Company had appointed M/s. VKM & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31, 2024. The Secretarial Audit Report issued in this regard is annexed 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 Auditors 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 an audit for the financial year 2023-24 for all applicable compliances as per SEBI Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Kumar Mishra, Partner of M/s. VKM & Associates, Practising Company Secretaries have been submitted to the Stock Exchanges within 60 days from the end of the financial year 2023-24.

42) 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.

43) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:

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

44) BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum

value for the 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 Annual Report as set out in Annexure ‘H’ of this report and is also available on Company’s website www.vinatiorganics.com

45) 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 Company’s 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.

46) 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

Email: [email protected] Vinod Saraf

Website: www.vinatiorganics.com Executive Chairman

CIN: L24116MH1989PLC052224 (DIN: 00076708)

Mumbai, May 17, 2024