Vineet Laboratories Limited — Proxy Solicitation & Information Statement 2023

Nov 22, 2023

==> picture [452 x 111] intentionally omitted <==

Date: November 22, 2023

To To The General Manager The Manager Department of Corporate Services Listing Department BSE Limited National Stock Exchange of India Limited P.J. Towers, Dalal Street, Exchange Plaza, 5[th] Floor, Plot No – C/1, Mumbai-400001 G Block, Bandra Kurla Complex Scrip Code – 543298 Bandra (East), Mumbai -400 051 Scrip Code – VINEETLAB

Dear Sir/Madam,

Subject: Notice of Postal Ballot

With reference to the captioned subject, please find enclosed herewith the Notice of Postal Ballot dated November 10, 2023, along with explanatory statement pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 for seeking approval of the Shareholders for the appointment of Mr. Satish Pandurang Samant (DIN: 10294920) as an Executive Director of the Company by means of Postal Ballot through remote e-voting only.

In compliance with the General Circulars including but not limited to Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs ("MCA Circulars"), the Postal Ballot Notice has been sent only by e-mail to all the shareholders whose e-mail addresses were registered with the Company/ Registrar and Share Transfer Agent/ Depository/ Depository Participants and whose names appeared in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, November 17, 2023 (Cut-off date) .

Remote e-voting period shall commence from 9:00 Hours (IST) on Sunday, November 26, 2023 to 17:00 Hours (IST) on Monday, December 25, 2023. The results of the remote e-voting shall be announced within two working days from the conclusion of the Postal Ballot and the same will be communicated to the Stock Exchange along with the Scrutinizer's report within the prescribed time.

==> picture [452 x 111] intentionally omitted <==

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for

facilitating remote e-voting to enable the Members to cast their votes electronically. A Member shall only avail this facility as per the instructions provided in the Notice of Postal Ballot.

• The Notice of Postal Ballot available on the website of the Company at http://vineetlabs.co.in/Notice of-Postal-Ballot-November2023.html#, and also on the website of CDSL at https://www.evotingindia.com.

This is for your information and records.

Thanking you, Best Regards,

For Vineet Laboratories Limited

GADDAM Digitally signed by GADDAM VENKATA VENKATA RAMANA Date: 2023.11.22 18:05:05 RAMANA +05'30'

Gaddam Venkata Ramana Managing Director DIN: 00031873

==> picture [452 x 112] intentionally omitted <==

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

VOTING STARTS ON VOTING ENDS ON 9:00 a.m. (IST) on 5:00 p.m. (IST) on Sunday, November 26, 2023 Monday, December 25, 2023

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110 and other applicable provisions of the Companies Act, 2013, ('Act') read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, ('Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ('SS-2') and General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs ('MCA') (collectively the 'MCA Circulars') and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) to transact the special business as set out hereunder by passing Special Resolution, by way of postal ballot only by way of remote e-voting process only (“E-Voting”).

An Explanatory Statement pursuant to Section 102(1) and other applicable provisions of the Companies Act, 2013 pertaining to the resolution, setting out the material facts and reasons thereof and additional information as required under the Listing Regulations, is appended to this Postal Ballot Notice.

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s).

The Board of Directors has appointed Mr. Jineshwar Kumar Sankhala, Practicing Company Secretary (M. No. A21697; C P No. 18365), as the Scrutinizer for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

1

==> picture [452 x 112] intentionally omitted <==

In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI LODR Regulations, and SS-2, the Company is pleased to provide e-voting facility to its Members, to enable them to cast their votes electronically. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for facilitating e-voting. The Company has made necessary arrangements with Venture Capital and Corporate Investments Private Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Postal Ballot Notice. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at http://vineetlabs.co.in/Notice-of-Postal-BallotNovember2023.html#

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 17.00 Hours (IST) on December 25, 2023. The e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairman of the Company or any other person authorized by the Chairman. The results of postal ballot will be announced on or before December 27, 2023. The results declared along with the Scrutinizer's report would be displayed at the Registered and Corporate Office of the Company and shall be submitted with the BSE Limited and National Stock Exchange of India Limited where the shares of the Company are presently listed. Additionally, the results will also be displayed on the Company's website at http://vineetlabs.co.in/ and on website of CDLS at https://www.evotingindia.com.

The last date of e-voting, i.e. December 25, 2023, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS

1. Appointment of Mr. Satish Pandurang Samant (DIN: 10294920) as an Executive Director of the Company.

To consider and pass, the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 196, 197, and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 along with the Companies (Appointment and Qualification of Directors) Rules, 2014 , Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification or re-enactment thereof for the time being in force), the Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and that of the Board of the Directors, approval of the member be and is hereby accorded for the appointment of Mr. Satish Pandurang Samant (DIN: 10294920) as an

2

==> picture [452 x 112] intentionally omitted <==

Executive Director of the Company for a period of 3 years w.e.f October 16, 2023 to October 15, 2026”

“RESOLVED FURTHER THAT Mr. Satish Pandurang Samant be paid a remuneration in the following manner

Particulars	In Rs - Per Month
Basic + Dearness Allowances	3,60,000
HRA	1,20,000
Other Allowances	1,20,000
Total Cost to the Company	6,00,000

and the Board of Directors be and is hereby authorized to vary or increase the remuneration, perquisites, and allowances etc. within the prescribed limits in terms of Schedule V of the Companies Act, 2013, as amended and on such other terms and conditions as may be decided by the Board from time to time, subject to the approval of the members, wherever necessary.”

“RESOLVED FURTHER THAT in the event of losses or inadequacy of profits in any financial year during his tenure as Director, the Company shall pay to Mr. Satish Pandurang Samant, remuneration by way of salaries and allowances as specified above as minimum remuneration and in accordance with the limits specified under the Companies Act, 2013 read with Schedule V to the Companies Act 2013, or such other limit as may be prescribed by the Government from time to time”.

“FURTHER RESOLVED THAT any Director or Company Secretary of the Company be and is hereby authorized to do all acts, deeds, matters, and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications, and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary e-form(s) with the Registrar of Companies, Hyderabad.”

By order of the Board of Directors For Vineet Laboratories Limited Date: November 10, 2023 Place: Hyderabad Sd/Gaddam Venkata Ramana Managing Director DIN: 00031873

3

==> picture [452 x 112] intentionally omitted <==

NOTES:

1. The explanatory statement, pursuant to the provisions of Section 102(1) read with Section 110 of the Act read with the Rules, stating all material facts and the reason/ rationale for the proposal is annexed herewith.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear on the Register of Members / Register of Beneficial Owners received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants/ Depositories as on November 17, 2023 (“Cut-Off Date”). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Therefore, physical copy of the Notice along with Postal Ballot Forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.

3. Subject to the provisions of the Articles of Association of the Company, voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

4. The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., December 25, 2023. Further, resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members

5. This Postal Ballot Notice will also be available on the Company’s website at htp://vineetlabs.co.in/Notce-of-Postal-Ballot-November2023.html#, website of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL at https://www.evotingindia.com.

6. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address

4

==> picture [452 x 112] intentionally omitted <==

are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at http://vineetlabs.co.in/images/pdf/other-information/Form%20ISR1.pdf ) duly filled and signed along with requisite supporting documents to Venture Capital and Corporate Investments Private Limited, “AURUM”, D No.4-50/P-II/57/4F & 5F, 4th & 5th Floors, Plot No.57, Jayabheri Enclave Phase – II, Gachibowli, Serilingampally, Hyderabad – 500 032. Ranga Reddy Dist., Telangana.

1. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended (“SEBI Master Circular”), and SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution electronically. The instructions for e- voting are provided as part of this Postal Ballot Notice.

2. The e-voting period commences at 9:00 a.m. (IST) on Sunday, November 26, 2023 and ends at 5:00 p.m. (IST) Monday, December 25, 2023. The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by CDSL upon expiry of the aforesaid period.

3. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the Members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to investorcomplaints@vineetlabs.co.in

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on November 26, 2023 [9.00 A.M] and ends on December 25, 2023 [5.00 P.M]. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date November 17, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

5

==> picture [452 x 112] intentionally omitted <==

(ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL Depository

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service

6

==> picture [452 x 112] intentionally omitted <==

	PtIotIe:(w'()'24128833: emat Id:~WItIsM::. $ ' ... mln
	Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page or click onhttps://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
Individual shareholders (holding	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will

7

==> picture [452 x 112] intentionally omitted <==

securities in be redirected to NSDL/CDSL Depository site after successful authentication, wherein you demat mode) can see e-Voting feature. Click on company name or e-Voting service provider name and login through you will be redirected to e-Voting service provider website for casting your vote during the their remote e-Voting period. Depository Participants (DP)

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

==> picture [452 x 112] intentionally omitted <==

(v) (vi) (vii) (viii) (ix) (x) (xi)

6) If you are a frst-time user follow the steps given below: For Physical shareholders and other than individual shareholders holding shares in Demat. PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. Dividend Bank Details OR*Date of Birth (DOB) Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld. After entering these details appropriately, click on “SUBMIT” tab. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password feld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confdential. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. Click on the EVSN for the relevant on which you choose to vote. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confrmation box will be displayed. If you wish to confrm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

9

==> picture [452 x 112] intentionally omitted <==

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; jinesh211@gmail.com / investorcomplaints@vineetlabs.co.in , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL / MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor.relations@vccipl.com.

10

==> picture [452 x 112] intentionally omitted <==

1. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

2. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no.1800 22 55 33.

11

==> picture [452 x 112] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No.1

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on October 16, 2023 appointed Mr. Satish Pandurang Samant (DIN: 10294920) as an Executive Director of the Company period of 3 years w.e.f October 16, 2023 to October 15, 2026, subject to the approval of the shareholders in the General Meeting to be held within three months from the date of the appointment.

Mr. Satish Pandurang Samant has around 37 years of experience in Pharma industry, Development of APIs, Steroids developments, Analysis of Products & Guidance to M.Sc & PhD Students, CRAM business, Business development & Projects & Operations, API intermediates and chemicals. His appointment on the Board of the Company will enable the Company to gain from his insights and infuse energy and new ideas.

Mr. Satish Pandurang Samant is qualified to be appointed as Director in terms of Section 164 of the Companies Act, 2013 (“the Act”) and has given his consent to act as Director. The Company has also received declaration from him confirming that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.

Details of Mr. Satish Pandurang Samant pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”); and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to the Postal Ballot Notice.

In accordance with the provisions of Sections 152, 196, 197 of the Act read with Schedule V and the applicable provisions of the Listing Regulations, appointment of Mr. Satish Pandurang Samant requires approval of members of the company by way of special resolution.

12

==> picture [452 x 112] intentionally omitted <==

PtIotIe:(w'()'24128833: emat Id:~WItIs	M	::. $ ' ... mln	::. $ ' ... mln	::. $ ' ... mln
I. General Information
Nature of industry		Pharmaceutical Industry
Date or expected date of commencement of commercial production		The Company was originally incorporated as Vineet Laboratories Private Limited in the year 2003. The same was merged with Ortin Laboratories Limited in the year 2011. The commercial production in Vineet Laboratories Private Limited commenced in February2007.
In case of new companies, expected date of commencement of activities as per project approved by fnancial institutions appearing in theprospectus		Not Applicable
Financial performance based on given indicators - As per the Audited Financial Results for the FY ended on 31-03-2023		Particulars	Rs. In Lakhs
		Revenue from Operations	21229.33
		Other Income	12.30
		Total Income	21241.63
		Employees beneft expenses	600.29
		Depreciation & amortization expenses	237.26
		Other Expenses	2630.28
		Total Expenses	21038.64
		Proft before tax	202.99
Foreign investments or collaborations, if any		None
II. Information about the appointee
Background details		Mr. Satish Pandurang Samant, aged about 64 years is having more than 3 decades of experience in API Intermediaries, Pharma and Chemicals industry. He has done M.Sc in Orgnanic Chemistry and Ph.D in Synthetic Organic Chemistryand Asymmetric Induction
Past remuneration		Rs.58.70 Lakhsper annum
Recognition or awards		-
Job profle and his suitability		Owing to his vide experience in Marketing, Research & Development and Technical knowledge, he is entrusted with the responsibility of handling plant operations including Research and Development and technical matters of the Plants.

13

==> picture [452 x 112] intentionally omitted <==

Comparative remuneration profile with respect The remuneration of Mr. Satish Pandurang to industry, size of the company, profile of the Samant is comparable to that drawn by the position and person peers in the similar capacity in the industry and is commensurate with the size of the Company and diverse nature of its business. Pecuniary relationship directly or indirectly with He is not related to any of the Directors and the company, or relation with the managerial Key Managerial Personnel of the Company.

Pecuniary relationship directly or indirectly with the company, or relation with the managerial personnel, if any

III. Other Information:

III. Other Information:
Reasons of loss or inadequate profts	During the fnancial year ended March 31, 2023, the profts of the Company may not be adequate due to consequential impact of COVID.
Steps taken or proposed to be taken for improvement	The Company has taken signifcant steps to reduce costs in line with theprojected sales.
Expected increase in productivity and profts in measurable terms	During 2023-24, the management is taking all the steps to increase the business, turnover and theproft margin.

Accordingly, the approval of Members is sought for appointment of Mr. Satish Pandurang Samant as an Executive Director of the Company.

Except Mr. Satish Pandurang Samant, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the Special Resolution set out at Item No. 1 of the Postal Ballot Notice for approval by the Members.

By order of the Board For Vineet Laboratories Limited Date: November 10, 2023 Place: Hyderabad Sd/Gaddam Venkata Ramana Managing Director DIN: 00031873

14

==> picture [452 x 112] intentionally omitted <==

DETAILS OF DIRECTOR SEEKING APPOINTMENT

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings]

Name of the director	Satish Pandurang Samant
Director Identifcation Number	10294920
Date of Birth (Age)	27-12-1959 (64 years)
Date of frst appointment on the Board	16-10-2023
Educational Qualifcation	M.Sc in Organic Chemistry Ph.D in Synthetic Organic Chemistry and Asymmetric Induction
Experience (including expertise in specifc functional areas) / Brief Resume	He has around 37 years of experience in API Intermediaries, Pharma and Chemicals industry. He has good knowledge and is very familiar with the industry and having good relations with topmanagement of thepharmagiants.
Directorships held in other companies (excludingforeign companies)	Nil
Membership / Chairmanships of committees across companies (excluding foreign companies)	Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Nil
No. of shares held in the Company either by self or as a benefcial owner	Nil
Terms and Conditions of appointment / re- appointment along with details of remuneration sought to be paid and the remuneration last drawn	As per the Special Resolution set forth at Item No. 1 of this Notice
Name of listed entities from which the person has resigned in thepast threeyears	Nil
Number of Meetings of the Board attended duringtheyear 2023-24	1 (One)

15