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Vineet Laboratories Limited — Proxy Solicitation & Information Statement 2026
Jan 12, 2026
61522_rns_2026-01-12_4433cf53-9ac8-49c6-9d8a-962c5e489c19.pdf
Proxy Solicitation & Information Statement
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Date: January 12, 2026
To To The General Manager, The Manager, Department of Corporate Services, Listing Department, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor, Plot No – C/1, Dalal Street, G Block, Bandra Kurla Complex, Mumbai-400 001. Bandra (East), Mumbai -400 051. Scrip Code – 543298 Scrip Code – VINEETLAB
Dear Sir/Madam,
Subject: Intimation of Extra-Ordinary General Meeting (“the EGM”) and Cut-off Date for e-voting for business to be transacted at the EGM
This is to inform you that an Extra-Ordinary General Meeting of the Company will be held on Saturday, February 07, 2026 at 11:00 A.M. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
Incidental information as required to be disclosed under the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) in connection with the ensuing EGM:
| No | Particulars of Event | Day Date and Time |
|---|---|---|
| 1 | Extra-Ordinary General Meeting (V.C. Mode) | Saturday, February 07, 2026 at 11:00 A.M. |
| 2 | Cut-Off Date to determine the entitlement of the members to cast their votes for the business to be transacted at the ensuing EGM of the Company |
Friday, January 30, 2026 |
| 3 | Remote E-Voting period begins on | Wednesday, February 04, 2026 [09:00 A.M.] |
| 4 | Remote E-Voting period ends on | Friday, February 06, 2026 [05:00 P.M.] |
This is for your information and records and the notice of the EGM is hosted on the Company’s website at https://vineetlabs.co.in/images/pdf/noticeofEGM.pdf
Thanking you, Best Regards,
For Vineet Laboratories Limited
Ramesh Digitally signed by Ramesh Kumar Kumar Bandari Bandari Date: 2026.01.12 15:37:35 +05'30'
Ramesh Kumar Bandari Company Secretary and Compliance Officer
Encl: Notice of EGM
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Notice is hereby given that the Extra-Ordinary General Meeting (“EGM”) of Vineet Laboratories Limited will be held on Saturday, February 07, 2026 at 11:00 A.M. from SY. No. 11/A3, Saheb Nagar, Kurdu Vill, Chintal Kunta, Eshwaramma Nilayam, L B Nagar, Hyderabad, Telangana – 500 074 through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following business:
SPECIAL BUSINESS
1. Appointment of Ms. Jasmin Kunal Tailor (DIN:10794164) as an Independent Director of Company
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT Ms. Jasmin Kunal Tailor (DIN:10794164) who was appointed as an Additional Director of the Company in the capacity of Non-Executive Independent Director with effect from November 09, 2025, on the recommendation of Nomination and Remuneration Committee by the Board of Directors, in terms of Section 161(1) of the Companies Act, 2013 (‘Act’) read with the Articles of Association of the Company, and who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of a Director, be and is hereby, appointed as a Director of the Company.”
“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended and Regulation 17(1C), 25(2A) and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended, the Articles of Association of the Company, in accordance with the recommendation of Nomination and Remuneration Committee and approval by the Board of Directors, Ms. Jasmin Kunal Tailor (DIN:10794164), who meets the criteria for independence as provided in Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, and who has submitted a declaration to that effect, be and is hereby appointed, as a Non- Executive Independent Director of the Company, not liable to retire by rotation, for a term of three (3) consecutive years, i.e., from November 09, 2025 to November 08, 2028 (both days inclusive).”
“RESOLVED FURTHER THAT any Director, CFO and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters, and things and execute all documents or writings as may be necessary, desirable or expedient to give effect to the above resolutions, including completing necessary filings with the relevant regulatory authorities regarding such appointment.”
By order of the Board of Directors For Vineet Laboratories Limited
Date: January 07, 2026 Place: Hyderabad
Sd/Gaddam Venkata Ramana Managing Director DIN: 00031873
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NOTES:
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The Ministry of Corporate Affairs (“MCA”) has vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by “COVID-19”, General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 in relation to “Clarification on holding of Extra Ordinary General Meeting (“EGM”) through Video Conference (VC) or Other Audio Visual Means (OAVM)”, (collectively referred to as “MCA Circulars”) permitted the holding of the EGM through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the EGM of the Company is being held through VC /OAVM. The registered office of the Company shall be deemed to be the venue for the EGM.
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The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item No. 1 of the Notice, is annexed hereto. Further, the relevant details with respect to Item Nos. 1 pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking appointment at this EGM are also annexed.
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In accordance with the MCA and Securities Exchange Board of India (SEBI), Notice of the EGM is being sent only through electronic mode to those Members whose e-mail address is registered with the Company/Depository Participants. Members may note that the Notice will also be available on the Company’s website www.vineetlabs.co.in , websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com , respectively, and on the website of Company’s Registrar and Transfer Agent, Venture Capital and Corporate Investments Private Limited (“VCC”) at https://www.vccipl.com/ and on the website of CDSL https://www.evotingindia.com//.
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For receiving all communication from the Company electronically:
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a) Members holding shares in physical mode and who have not registered / updated their email address and phone number with the Company are requested to register / update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at [email protected] or to VCC at [email protected] .
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b) Members holding shares in dematerialised mode are requested to register / update their email addresses and Phone numbers with the relevant Depository Participant.
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c) Members can also update their email addresses and Phone numbers by following the procedure mentioned below:
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Click on the URL: https://www.vccipl.com/CustomerContactUpdate.html
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Select the Name of the Company from dropdown: Vineet Laboratories Limited
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Enter DP and Client ID (if shares held in electronic form)/Folio number (if shares held in physical form) and Permanent Account Number (“PAN”). In the event PAN details are not registered for physical folio, Member to enter one of the Share Certificate numbers.
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Enter Mobile number and e-mail ID.
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System generated One Time Password (“OTP”) to be sent on mobile number and e-mail ID
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Enter OTP received on mobile number and e-mail ID.
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Click on Submit button.
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On completing the above process your request will be accepted and request ID will be generated.
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Pursuant to the provisions of the Act, a Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxy(ies) by the Members will not be available for the EGM and hence the Proxy Form, Attendance Slip and route map of EGM are not annexed to this Notice.
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Institutional shareholders / corporate shareholders (i.e. other than individuals, HUFs, NRIs, etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorization etc., authorizing their representative to attend the EGM through VC/OAVM on their behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] . Institutional shareholders (i.e. other than individuals, HUFs, NRIs etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter, etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-Voting” tab in their login.
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The members, who were allotted shares at the time of demerger from Ortin Laboratories Limited, and whose share certificates were returned back to the company are held in the dematerialized form for the benefit of such shareholders. The list of such members is available at -
https://vineetlabs.co.in/images/pdf/other information/VINEET_SUSPENCE_SHAREHOLDERS_FY%202025.pdf
- Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; subdivision/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website at http://vineetlabs.co.in/images/pdf/other-information/Form%20ISR-4.pdf and on the website of the Company’s RTA, Venture Capital and Corporate Investments Private Limited at https://www.vccipl.com/index.html. It may be noted that any service request can be processed only after the folio is KYC Compliant.
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In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be affected only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or Venture and Corporate Investments Private Limited (RTA), for assistance in this regard.
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Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or VCC, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.
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As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13, which is available on the company’s website at http://vineetlabs.co.in/images/pdf/other-information/SH13%20_Reg%20of%20Nomination.pdf . If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may -
be, which are available on the company’s website at http://vineetlabs.co.in/images/pdf/other information/Form%20ISR-3.pdf or http://vineetlabs.co.in/images/pdf/other-information/SH14_requestforcancellation.pdf. And, the same are available on the website of the Company’s RTA, Venture Capital and Corporate Investments Private Limited at https://www.vccipl.com/index.html. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to Venture and Corporate Investments Private Limited in case the shares are held in physical form.
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For updating the signature of the securities holder, the holder / claimant shall furnish original cancelled cheque and banker’s attestation of the signature in Form ISR-2. The same is available on the company’s website at http://vineetlabs.co.in/images/pdf/other-information/FormISR-2.pdf, and, the same is available on the website of the Company’s RTA, Venture Capital and Corporate Investments Private Limited at https://www.vccipl.com/index.html.
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In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company as on the cut-off date will be entitled to vote during the EGM.
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SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) -
and the same can also be accessed through the Company’s website at https://vineetlabs.co.in/other information.html .
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- The Board of Directors has appointed Jineshwar Kumar Sankhala, Practicing Company Secretary (M.No. A21697; C P No. 18365), as the scrutinizer of the company to scrutinize the remote e-voting and voting at the EGM in a fair and transparent manner.
16. INSTRUCTIONS FOR E-VOTING AND JOINING THE EGM ARE AS FOLLOWS:
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As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming EGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL.
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The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
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The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
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Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through e-voting.
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In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at https://vineetlabs.co.in/images/pdf/noticeofEGM.pdf. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.
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The EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
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In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022, General Circular No. 10/2022 dated 28.12.2022 and General Circular No. 9/2023 dated 25.09.2023, General Circular No. 09/2024 dated September 19, 2024, General Circular No. 03/2025 dated September 22, 2025 after due examination, it has been decided to allow companies to conduct their EGMs through VC or OAVM in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.
THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:
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.
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(i) The voting period begins on Wednesday, February 04, 2026 from 09:00 A.M. and ends on Friday, February 06, 2026 at 05:00 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 (record date) of Friday, January 30, 2026 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.
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(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 above said SEBI Circular , Login method for e-Voting and joining virtual meetings 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 users to login to Easi / Easiest are requested to visit cdsl websitewww.cdslindia.com and click on login icon & My Easi New (Token) Tab. 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 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 websitewww.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 onwww.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. |
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| Individual Shareholders holding securities in demat mode withNSDL 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.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial 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 or joining virtual meeting & voting during the meeting. 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 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 or joining virtual meeting & voting during the meeting 4) For OTP based login you can click onhttps://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 oncompany name or e-Voting service provider name and you will be re-directed toe-Voting service provider websitefor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) |
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 be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 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 or joining virtual meeting & voting during the meeting. |
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.
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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 |
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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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.
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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. |
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|---|---|
| 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. |
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| Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as |
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|---|---|---|---|
| Bank recorded in your demat account or in the company records in order to login. |
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| DetailsOR • If both the details are not recorded with the depository or company, please |
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| Date of enter the member id / folio number in the Dividend Bank details field. |
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| Birth (DOB) | |||
| (vi) | After entering these details appropriately, click on “SUBMIT” tab. | ||
| (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.
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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.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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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.
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The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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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.
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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; [email protected] / [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
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The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for e-voting.
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The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
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Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.
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Shareholders are encouraged to join the Meeting through Laptops / iPads for better experience.
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Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least five days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at
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[email protected] . The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance five days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected] . These queries will be replied to by the company suitably by email.
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Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.
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If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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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.
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For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
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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 attending EGM & 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 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 toll free no. 1800 21 09911.
- The members who have cast their vote(s) by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote(s) again at the Meeting. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
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- A member can opt for only single mode of voting per EVSN, i.e., through remote e-voting or voting at the Meeting. If member casts vote(s) by both modes, then voting done through remote e-voting shall prevail and vote(s) cast at the Meeting shall be treated as “INVALID”.
A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e., Friday, January 30, 2026 only shall be entitled to avail the facility of remote e-voting or for participation at the EGM and voting at EGM.
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Non-Resident Indian members are requested to inform VCC / respective DPs, immediately of:
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Change in their residential status on return to India for permanent settlement.
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Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
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Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 and additional information as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars issued thereunder:
ITEM NO.1: -
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors on November 08, 2025, in terms of Section 161 of the Companies Act, 2013 (‘Act’), appointed Ms. Jasmin Kunal Tailor (DIN: 10794164) as an Additional Director (Category: Non-Executive Independent) of the Company. The appointment of Ms. Tailor has been made pursuant to Section 149 read with Schedule IV of the Act and in accordance with the Articles of Association of the Company as a Non-Executive Independent Director, not liable to retire by rotation, for a term of three (3) consecutive years with effect from November 09, 2025 to November 08, 2028 (both days inclusive), subject to approval of the Members.
Pursuant to Regulation 17(1C) of SEBI Listing Regulations, every listed entity shall ensure that approval of Members for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. In terms of Regulation 25(2A) of the SEBI Listing Regulations, the appointment, re-appointment or removal of the independent director of a listed entity shall be subject to the approval of members by way of Special Resolution.
Ms. Tailor is eligible for appointment as a Director. The Company has, in terms of Section 160(1) of the Act received in writing a notice from a Member, proposing her candidature for the office of Director. The Company has received consent from her to act as a Director in terms of section 152 of the Act and a declaration that she is not disqualified from being appointed as a Director in terms of Section 164 of the Act and that she is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority.
The Company has also received a declaration from Ms. Tailor, confirming that she meets the criteria of independence as specified under the Act and the SEBI Listing Regulations and that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties as an Independent Director of the Company.
In the opinion of the Board, Ms.Tailor is a person of integrity and fulfils the conditions specified under the Act read with Rules made thereunder and the SEBI Listing Regulations for her appointment as a NonExecutive Independent Director of the Company and is independent of the Management.
Ms. Tailor holds a B. Com degree form Mumbai University and is a seasoned business leader with over a decade of experience in retail management, strategic business development, and corporate growth.
Further, she has confirmed that she is in compliance with Rules 6(1) and (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (“IICA”).
She is not inter-se related with any other Director or Key Managerial Personnel of the Company and does not hold any shares in the Company.
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Apart from the sitting fees for attending meetings of the Board or Committees thereof and reimbursement of expenses for participation in such meetings, no other remuneration is being proposed to be paid to Ms. Tailor.
A copy of the letter of appointment, setting out the terms and conditions of appointment of Ms. Tailor and all other documents referred to in the accompanying Notice and this statement are available for inspection by members, without any fee, at the Company’s Registered office during business hours on all working days till the end of the remote e-voting period.
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.
The Board considers that the appointment of Ms. Tailor as an Independent Director is in the best interest of the Company and recommends the Special Resolution as set out at Item No. 1 for the approval of the Members.
By order of the Board For Vineet Laboratories Limited Date: January 07, 2026 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]
| Name of the director | Jasmin Kunal Tailor |
|---|---|
| Director Identification Number | 10794164 |
| Date of Birth (Age) | 25/05/1981 (44 years) |
| Nationality | Indian |
| Date of first appointment on the Board | Effective 09/11/2025, subject to the approval of the members |
| Educational Qualification | Bachelor of Commerce. |
| Experience (including expertise in specific functional areas) / Brief Resume |
Ms. Tailor is a seasoned business leader with over a decade of experience in retail management, strategic business development,and corporategrowth. |
| Skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
The skills and capabilities required for the role of Independent Director has been defined by the Nomination and Remuneration Committee (NRC) and the Board, in context of the Company’s business. NRC and the Board reviewed domain skills, professional experience and industry exposure of Ms.Tailor and concluded that she possesses the skills/expertise/competencies required in the context of the Company’s business, to discharge her role as an Independent Director of the Company. |
| Terms and conditions of appointment | Appointed as an Independent Director for a term of three (3) consecutive years w.e.f. November 9, 2025; Not liable to retire by rotation. |
| Directorships held in other companies (excluding foreign companies) |
Stylesphere Collective Private Limited CIN: U96020TS2024PTC189776 |
| Membership / Chairmanships of committees across companies(excludingforeign companies) |
Nil |
| Relationship with other Directors, Manager and other KeyManagerial Personnel of the Company |
Nil |
| No. of shares held in the Company either by self or as a beneficial owner |
Nil |
| Terms and Conditions of appointment / re- appointment along with details of remuneration sought to bepaid 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 the past three years |
Nil |
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Number of Meetings of the Board attended during the Not Applicable year 2024-25 Remuneration details last drawn Nil Remuneration proposed to be paid Entitled to sitting fees for attending meetings of the Board or Committees thereof.
By order of the Board For Vineet Laboratories Limited
Date: January 07, 2026 Place: Hyderabad
Sd/Gaddam Venkata Ramana Managing Director DIN: 00031873
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