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Vineet Laboratories Limited Proxy Solicitation & Information Statement 2025

Aug 12, 2025

61522_rns_2025-08-12_c8d028bd-74c0-4eb7-9304-53e37ab1c078.pdf

Proxy Solicitation & Information Statement

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Date: August 12, 2025

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 August 12, 2025, along with explanatory statement pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 for seeking approval of the Shareholders for the following by way of remote e-voting only:

  1. Increase of Authorised Share Capital and consequent alteration to Clause V of the Memorandum of Association of the Company

  2. Increase in threshold of loans or guarantees, providing of securities and making of investments

  3. Appointment of Mr. Premananda Reddy Vennapusa (DIN: 02512956) as Non-Executive Director

In compliance with the General Circulars issued by the Ministry of Corporate Affairs ("MCA Circulars") from time to time, the Postal Ballot Notice was 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, August 08, 2025 (Cutoff date) .

Remote e-voting period shall commence from 9:00 a.m. (IST) on Sunday, August 17, 2025 to 5:00 p.m. (IST) on Monday, September 15, 2025. The results of the remote e-voting shall be announced within two working days from the conclusion of the Postal Ballot i.e., by September 17, 2025 and the

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same will be communicated to the Stock Exchanges along with the Scrutinizer's report within the prescribed time.

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 avail this facility as per the instructions provided in the Notice of Postal Ballot.

The Notice of Postal Ballot is available on the website of the Company https://vineetlabs.co.in/images/pdf/notice-of-postal-ballot-august2025.pdf 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

Ramesh Kumar Digitally signed by Ramesh Kumar Bandari Bandari Date: 2025.08.12 19:13:29 +05'30'

Ramesh Kumar Bandari

Company Secretary & Compliance Officer

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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, August 17, 2025 Monday, September 15, 2025

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 108, 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, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate A�airs ('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 businesses as set out hereunder by passing Resolutions, by way of postal ballot by way of remote e-voting only (“E-Voting”).

An Explanatory Statement pursuant to Section 102(1) and other applicable provisions of the Companies Act, 2013 pertaining to the resolutions, 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) as on (“August 14, 2025”).

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.

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 Listing 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

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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 https://www.vineetlabs.co.in/images/pdf/notice-ofpostal-ballot-august2025.pdf

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 September 15, 2025 . 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 September 17, 2025. The results declared along with the Scrutinizer's report would be displayed at the Registered and Corporate O�ice of the Company and shall be submitted with 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 CDSL at https://www.evotingindia.com.

The last date of e-voting, i.e September 15, 2025 shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

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SPECIAL BUSINESS

1. Increase of Authorised Share Capital and consequent alteration to Clause V of the Memorandum of Association of the Company

To consider and pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT in accordance with the provisions of Sections 13, 61, 64 and all other applicable provisions of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), pursuant to the Memorandum of Association of the Company and approval of the Board of the Directors, the consent of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from the existing ₨.10,81,00,000/(Rupees Ten Crores and Eighty One Lakhs Only) consisting of 1,08,10,000 (One Crore Eight Lakhs and Ten Thousand Only) equity shares of face value ₨.10/- each to ₨.40,00,00,000/- (Rupees Forty Crores Only) consisting of 4,00,00,000 (Four Crores Only) equity shares of face value ₨.10/each by creation of additional 2,91,90,000 (Two Crores Ninety One Lakhs and Ninety Thousand Only) equity shares of face value ₨.10/- each, and consequently, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following :

“V. The Authorized Share Capital of the Company is ₨.40,00,00,000/- divided into 4,00,00,000 equity shares of Rs.10/- each, with the rights, privileges and conditions attached thereto as are provided by the Regulations of the company for the time being, with power to increase or reduce the Capital of the Company and to divide the Shares in the Capital for the time being into several classes and attach thereto respectively, subject to the laws for the time being in force, such rights, privileges or conditions as may be determined by or in accordance with the Regulations of the Company and to vary, modify, abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Regulations of the company.”

2. Increase in threshold of loans or guarantees, providing of securities and making of investments

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

“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in supersession of all the earlier resolutions passed, if any, in this regard, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution) to (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate from time to time in one or more tranches as the Board

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an amount not exceeding Rs.200 Crores (Rupees Two Hundred Crores Only), notwithstanding that such investments, outstanding loans given or to be given and guarantees and/or security provided or to be provided may collectively exceed the limits prescribed under Section 186 of the Companies Act, 2013.”

“RESOLVED FURTHER THAT terms and conditions of such investments, loans, guarantees and provision of securities on behalf of the Company and to take such other steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, if any required, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving e�ect to this Resolution.”

3. Appointment of Mr. Premananda Reddy Vennapusa (DIN: 02512956) as Non-Executive Director

To consider and pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT in accordance with the provisions of Sections 149, 152, and 160 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the recommendation of the Nomination and Remuneration Committee and the Board, Mr. Premananda Reddy Vennapusa (DIN: 02512956) be and is hereby appointed as Non-Executive Director (Professional Category) of the Company, who shall be liable to retire by rotation.”

“RESOLVED FURTHER THAT Mr. Ramesh Kumar Bandari, Company Secretary and Compliance O�icer or Mr. Gaddam Venkata Ramana (DIN: 00031873), Managing Director of the company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give e�ect to this resolution.”

By order of the Board of Directors For Vineet Laboratories Limited

Date: August 12, 2025 Place: Hyderabad

Sd/Gaddam Venkata Ramana Managing Director DIN: 00031873

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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 August 08, 2025 (“Cut-O� Date”). A person who is not a member as on the Cut-o� 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-O� 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., September 15, 2025. 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 https://www.vineetlabs.co.in/images/pdf/notice-of-postal-ballot-august2025.pdf and 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 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

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  • 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%20ISR-1.pdf) duly filled in and signed along with requisite supporting documents to Venture Capital and Corporate Investments Private Limited, “AURUM”, D No.450/P-II/57/4F & 5F, 4th & 5th Floors, Plot No.57, Jayabheri Enclave Phase – II, Gachibowli, Serilingampally, Hyderabad – 500 032. Ranga Reddy Dist., Telangana.

  • 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/0155 dated November 11, 2024, 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.

  • The e-voting period commences at 9:00 a.m. (IST) on Sunday, August 17, 2025 and ends at 5:00 p.m. (IST) Monday, September 15, 2025. 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.

  • 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 [email protected]

THE INTRUCTIONS 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 9:00 a.m. (IST) on Sunday, August 17, 2025 and ends on 5:00 p.m. (IST) Monday, September 15, 2025. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of August 08, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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(ii) Shareholders who have already voted prior to the meeting date would not be entitled to
vote at the meeting venue.
(iii) 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.
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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.

(iv) 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:

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Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login through
Individual their existing user id and password. Option will be made available to
Shareholders
reach e-Voting page without any further authentication. The users to login
holding
to Easi / Easiest are requested to visit cdsl website www.cdslindia.com
securities in
and click on login icon & My Easi New (Token) Tab.
Demat mode
with CDSL 2) After successful login the Easi / Easiest user will be able to see the e-
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Depository 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 or joining virtual
meeting & voting during the meeting. Additionally, there is also links
provided to access the system of all e-Voting Service Providers, 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 cdsl website www.cdslindia.com and click on login & My Easi New
(Token) Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page. 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.
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Individual Services website of NSDL. Open web browser by typing the following
Shareholders
URL: https://eservices.nsdl.com either on a Personal Computer or on a
holding
mobile. Once the home page of e-Services is launched, click on the
securities in
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
demat mode
with NSDL section. A new screen will open. You will have to enter your User ID and
Depository 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 Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
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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.
4) For OTP based login you can click
on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You
will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification
code and generate OTP. Enter the OTP received on registered email
id/mobile number and click on login. 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 re-directed to e-Voting service provider website for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding Voting facility. After Successful login, you will be able to see e-Voting
securities in option. Once you click on e-Voting option, you will be redirected to
demat mode) NSDL/CDSL Depository site after successful authentication, wherein you
login through can see e-Voting feature. Click on company name or e-Voting service
their provider name and you will be redirected to e-Voting service provider
Depository website for casting your vote during the remote e-Voting period.
Participants
(DP)
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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
[email protected] or contact at toll
free no. 1800 21 09911
Individual
Shareholders
holding
securities in Demat mode withNSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at : 022 - 4886 7000 and
022 - 2499 7000

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

  • (v) 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.

  • 6) If you are a first-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 field.
  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

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|||
|---|---|
|(vii)|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 field. 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 confidential.|
|(viii)|For shareholders holding shares in physical form, the details can be used only for e-voting|
|on the resolutions contained in this Notice.|
|(ix)|Click on the EVSN for the relevant on which you choose to vote.|
|(x)|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.|
|(xi)|Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.|
|(xii)|After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A|
|confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to|
|change your vote, click on “CANCEL” and accordingly modify your vote.|
|(xiii)|Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your|
|vote.|
|(xiv)|You can also take a print of the votes cast by clicking on “Click here to print” option on the|
|Voting page.|
|(xv)|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.|
|(xvi)|There is also an optional provision to upload BR/POA if any uploaded, which will be made|
|available to scrutinizer for verification.|

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(xvii) 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 [email protected].
 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 mandatorily 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 [email protected] and [email protected]
(designated email address by company), 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.
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  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 Company/RTA email id.

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

  3. 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.

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If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911

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, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911.

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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: -

In view of the current trends and to meet long term strategic and business objectives, the Company may need additional funds for working capital requirements and general corporate purposes, etc. Therefore, in this respect, the authorised share capital of the Company is proposed to be increased to facilitate such capital infusion.

It is proposed to increase the Authorised Share Capital of your Company from ₨.10,81,00,000/(Rupees Ten Crore Eighty-one Lakh Only) consisting of 1,08,10,000 (One Crore Eight Lakhs Ten Thousand Only) equity shares of face value ₨.10/- each to ₨ 40,00,00,000/- (Rupees Forty Crores Only) consisting of 4,00,00,000 (Four Crores Only) equity shares of face value ₨.10/each.

The increase in the authorised share capital of the Company will also require consequential amendment to Clause V of the Memorandum of Association of the Company.

Therefore, approval of the Members is required to be obtained to increase the authorised share capital of the Company and consequently alter the Memorandum of Association of the Company, as per the applicable provisions of the Companies Act, 2013.

A copy of the Memorandum of Association of the Company along with proposed alteration is available for inspection by Members of the Company.

The Board recommends the Ordinary Resolution set out at Item No. 1 of the Notice for approval of the Members.

None of the Directors, Key Managerial Personnel or their relatives, beyond the shares held by them, is concerned or interested, financially or otherwise, in the said resolution.

ITEM NO. 2: -

In order to make optimum use of funds available with the Company and also to achieve long term strategic and business objectives, the Board of Directors proposes to make use of the same by granting loans, giving guarantee or providing security and making investment in other bodies corporate or to other persons as and when required for the benefit of the company.

Members may note that pursuant to Section 186 of the Companies Act, 2013 (“Act”), the Company can give loan or give any guarantee or provide security in connection with a loan to any

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other body corporate or person and acquire securities of any other body corporate, in excess of 60% of its paid up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more, with the prior approval of Members by way of special resolution.

In view of the aforesaid, it is proposed to take approval under Section 186 of the Companies Act, 2013 up to a limit of Rs. 200 Crores, as proposed in the Notice. The above proposal is in the interest of the Company and the Board recommends the Resolution as set out at Item No. 2 for the approval of the members of the Company by Special Resolution.

None of the Directors, Key Managerial Personnel or their relatives, beyond the shares held by them, is concerned or interested, financially or otherwise, in the said resolution.

ITEM NO.3: -

Based on the intention of Mr. Premananda Reddy Vennapusa (DIN: 02512956) to get appointed as Director of the Company, the Nomination and Remuneration Committee and the Board of Directors in their meetings held on August 12, 2025 recommended his appointment as such for the approval of the members as required under Section 160 of the Companies Act, 2013.

the provisions of the Companies Act, 2013 nor debarred from holding the o�ice of director by virtue of any Order passed by the Securities and Exchange Board of India or any such Authority. Further, he disclosed as required under Regulation 7 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 that he does not hold any shares in the company.

Mr. Premananda Reddy is an experienced professional with a strong background in the manufacturing of pharmaceutical chemicals, processing, and plastic production. Not only, he has successfully managed business operations but also optimized production processes.

Therefore, the Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval of the Members.

None of the Directors, Key Managerial Personnel or their relatives, beyond the shares held by them, is concerned or interested, financially or otherwise, in the said resolution.

By order of the Board For Vineet Laboratories Limited

Date: August 12, 2025 Place: Hyderabad

Sd/Gaddam Venkata Ramana Managing Director DIN: 00031873

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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]

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Name of the director Premananda Reddy Vennapusa
Director Identification Number 02512956
Date of Birth (Age) 12/06/1983 (42 years)
Date of first appointment on the Board E�ective 15/09/2025, subject to the
approval of the members
Educational Qualification B. Tech – Institute of Aeronautical
Engineering (IARE)
Experience (including expertise in specific Experience of over 15 years in the fields
functional areas) / Brief Resume of manufacturing pharmaceutical
chemicals, processing, plastic
production, and operations
management.
Directorships held in other companies (excluding Nil
foreign companies)
Membership / Chairmanships of committees Nil
across companies (excluding foreign companies)
Relationship with other Directors, Manager and Nil
other Key Managerial Personnel of the Company
No. of shares held in the Company either by self or Nil
as a beneficial owner
Terms and Conditions of appointment / re- As per the Ordinary Resolution set forth
appointment along with details of remuneration at Item No. 3 of this Notice
sought to be paid and the remuneration last drawn
Name of listed entities from which the person has Nil
resigned in the past three years
Number of Meetings of the Board attended during Not Applicable
the year 2024-25
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