Virinchi Limited — Proxy Solicitation & Information Statement 2025

Nov 10, 2025

November 10, 2025

To, To, The Chief General Manager Manager - Listing Compliance Phiroze Jeejeebhoy Towers, Bandra (E), Dalal Street, Mumbai - 400001 Mumbai - 400051

Listing Operation, National Stock Exchange of India Limited BSE Limited, Exchange Plaza, Bandra Kurla Complex,

Dear Sir/Madam,

Subject : Corrigendum to Notice of Extra-Ordinary General Meeting (EGM No. 02/2025-2026) of the Company

This is with reference to the Notice of Extra-Ordinary General Meeting (EGM No. 02/2025- 2026) of the Company scheduled to be held on Saturday, November 15, 2025 at 3:30 P.M. through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) for the purpose of seeking members approval on resolutions as set out in the said notice of EGM which was already emailed to the shareholders of the company.

A corrigendum is being issued to inform the shareholders/ beneficial owners of the Company regarding additions/amendments being made to Explanatory Statement consequent to the instructions of the NSE/BSE.

Copy of detailed corrigendum is being enclosed herewith.

Except as detailed in attached corrigendum, all other terms and contents of the Notice of EGM dated October 15, 2025 shall remain unchanged. The Corrigendum to the notice is also being placed on Company's website www.virinchi.com, on the website of stock exchanges viz. BSE at bseindia.com & NSE at www.nseindia.com and on the website of CDSL at www.evotingindia.com

Thanking you,

Yours faithfully,

For Virinchi Limited K Ravindranath Tagore Company Secretary Kolli Ravindrana th Tagore Digitally signed by Kolli Ravindranath Tagore Date: 2025.11.10 17:40:18 +05'30'

Encl. as above

CIN NO. L72200TG1990PLCO11104

'

VIRINCHI LIMITED

Regd Office: 8-2-672/5&6, 4" Floor, llyas Mohammed Khan Estate Road No.1, Banjara Hills, Hyderabad- 500034, Telangana.

Tele: 040-43728111, Website: www.virinchi.com, Email: investors@virinchi.com CIN: L72200TG1990PLC011104

CORRIGENDUM TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING

Virinchi Limited ("Company") has issued a notice dated October 15, 2025 ("Notice of EGM") for convening the Extra-Ordinary General Meeting to the members of the Company which is scheduled to be held on Saturday, November 15, 2025 at 3:30 P.M. through Video Conferencing (VC)/ other Audio-Visual Means (OAVM).

The Notice of the EGM has been dispatched to the Shareholders of the Company in due compliance with provisions of the Companies Act, 2013 read with relevant rules and circulars made there under.

Consequent to the instructions of the NSE/BSE amendments are being made to Notice of EGM. The following are the brief details of these changes:

• 1. Amendment to Special Resolution (Item No.l) regarding Relevant Date for the purpose of calculating the floor price for the issue of Warrants i.e., Thursday, October 16, 2025. Further where ever the relevant date appearing as October 15, 2025 in the Notice, please read it as October, 16, 2025.
• Amendments to explanatory statement (Item No.1) as follows:

proposed issue	Objectives of the Total estimated amount Tentative timelines to be Utilized for each of the proceeds from the Objects (In Actuals)	for utilization of net date of receipt of funds (On or before)
Working Capital of 42,00,00,000 Private Limited (100% Subsidiary of Virinchi Limited)	(75%) Virinchi Health Care 56,00,00,000 (100%)	to Entire Issue Proceeds would be the for utilized aforementioned Object within 12 months from the date of receipt of funds.

Addition to Objects of the Issue, Clause (i)(3) to include

	General	Corporate 14,00,00,000 (upto 25%
	Purposes	of issue proceeds)
	Total	56,00,00,000

b. Clause (iii)(3) —

In terms of the provisions of Regulation 161 of the SEBI ICDR Regulations, the Relevant Date for determining of the floor price for Warrants to be issued is Thursday, October 16, 2025 i.e. 30 (Thirty) days prior to the date of this Extraordinary General Meeting.

[ Clause (vi) —

The Company's Equity shares are presently listed on BSE & NSE and are also frequently traded. Since highest traded volume in respect of equity shares has been recorded during the preceding 90 days trading days prior to the relevant date in NSE, NSE shall be considered as Stock Exchange, for calculating relevant Value per Share as per Regulation 164 of SEBI ICDR 2018.

In terms of the applicable provisions of Chapter V of the SEBI ICDR Regulations, the floor price for the Preferential Issue is Rs. 27.74/- (Rupees Twenty Seven and Seventy Four Paisa only) per Warrant, being the higher of the following:

• . 90 (Ninety) trading days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on NSE preceding the Relevant Date: Rs. 27.74/- (Rupees Twenty Seven and Seventy Four Paisa only) per Equity Share;
• . 10 (Ten) trading days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on NSE preceding the Relevant Date:- Rs. 27.70/- (Rupees Twenty Seven and Seventy Paisa only) per Equity Share; and
• . Floor price determined in accordance with the provisions of the Articles of Association of the Company. However, the Articles of Association of the Company does not provide for any method of determination for valuation of shares which results in floor price higher than determined price pursuant to SEBI ICDR Regulations.

The price per Warrant to be issued pursuant to Preferential Issue is fixed at Rs. 28/- (Rupees Twenty-Eight only), being a price that is not less than the floor price computed in accordance with Chapter V of the SEBI ICDR Regulations.

The price determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments, as permitted under applicable rules, regulations and laws from time to time.

Since the Equity Shares of the Company are listed on recognized stock exchanges for more than 90 (Ninety) trading days, the price computation and lock-in extensions, required pursuant to Regulations 164(3) and 167(5) of the ICDR Regulations and the

disclosures and undertakings required pursuant to Regulation 163(1)(g) and (h) of the ICDR Regulations are not applicable. In case, the Company is required to re-compute the price then it shall undertake such re-computation and if the amount payable on account of the re-computation of price is not paid by the Proposed Allottees within the time stipulated in the ICDR Regulations, the Warrants proposed to be issued pursuant to this resolution would have been continued to be locked in till the time such amount would have paid by the Proposed Allottees

d. Clause (xi) - Intent of the Promoters, Directors or Key Managerial Personnel of the issuer to subscribe to the offer:

The following Persons related to Promoters and Promoters Group of the Company intends to subscribe to the issue of Convertible Equity Warrants upto an aggregate amount of Rs. 44,80,00,000/- (Rupees Forty Four Crore Eighty Lakh only), the details of which are mentioned herein below:

Name of persons Maximum belonging to the Number of Promoter Promoter Group	/ Convertible Equity Warrants (Upto)	Value of each Convertible Equity Warrants	Maximum Amount (In INR) (Upto)
Vivo Bio Limited	Tech 1,60,00,000	Rs.28/-	Rs. 44,80,00,000/-

The Directors, Key Managerial Personnel and Senior Management of the Company do not subscribe to the Convertible Equity Warrants and the Fully Paid-up Equity Shares.

e. Clause (xxii) — Current and proposed status of the Proposed Allottees post the Preferential Issue viz. promoter or non-promoter.

S.No.	Name of the proposed allottees Current Status		Proposed Status
1.	Vivo Bio Tech Limited	Promoter Group	Promoter Group
2.	IT Peer Technologies LLC	Public	Public

f. Clause (xxiv) — Practicing Company Secretary's Certificate

The certificate from Mr. Vinay Babu Gade, Practicing Company Secretary, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the Members during the meeting and will also be made available on the Company's website and will be accessible at link: http://virinchi.com/governance-I/Confirmation-certificate-PCS.pdf Certificate of pricing by the Practicing Company secretary will be accessible at link: http://virinchi.com/governance-I/Pricing-Certificate-PCS.pdf

(i) In accordance with Regulation 166A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the valuation report obtained from the Registered Valuer, Mr. A Someswara Rao, a Company Secretary and IBBI Registered Valuer, is published on the website of the Company i.e. www.virinchi.com and will be accessible at link: http://virinchi.com/governance-I/valuation-Report.pdf

(i) Other disclosures

• The Company is in compliance with the conditions for continuous listing and is eligible to make the Preferential Issue under Chapter V of the SEBI ICDR Regulations.
• The Company is eligible to make the Preferential Issue under Chapter V of the ICDR Regulations.
• The proposed allottee has not sold or transferred any Equity Shares during the 90 (Ninety) trading days preceding the relevant date. All the existing holdings, if any, of the Proposed Allottees are already held by them in dematerialized form.
• Neither the Company nor any of its Directors or Promoters are categorized as wilful defaulter(s) by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulter(s) issued by the Reserve Bank of India. Further, neither the Company nor any of its Directors or Promoters is a fraudulent borrower as defined under the SEBI ICDR Regulations. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.
• Neither the Company nor any of its Directors and / or Promoters is a fugitive economic offender as defined under the SEBI ICDR Regulations.
• The Company does not have any outstanding dues to SEBI, Stock Exchange or the depositories.
• No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company during the last one year.
• All the Equity Shares to be allotted pursuant to the exercise of the Warrants held by the Proposed Allottees in the Company will be in dematerialized form.
• The justification for the allotment proposed to be made for consideration other than cash is not applicable as the allotment of equity shares under the Preferential Issue is for a cash consideration. The Proposed Allottees have confirmed that they have not sold or transferred any equity shares of the Company during the 90 trading days preceding the Relevant Date. The Proposed

Allottees have further confirmed that they are eligible under SEBI ICDR Regulations to undertake the Preferential Issue.

This corrigendum should be read in continuation of and in conjunction with the EGM notice. Except as detailed in this corrigendum, all other terms and contents of the Notice of EGM dated October 15, 2025 shall remain unchanged.

The Corrigendum to the notice is also being placed on Company's website www.Virinchi.com, on the website of stock exchanges viz. BSE at bseindia.com & NSE at www.nseindia.com and on the website of CDSL at www.evotingindia.com

Date: November 10, 2025 Company Secretary

By Order of the Board For Virinchi Limited { o

Place: Hyderabad v 7 K Ravindranath Tagore M.No: A18894