Vivimed Labs Ltd. — Proxy Solicitation & Information Statement 2018

Sep 10, 2018

Date: 10.09.20 18

To BSE Limited Listing Department PJ.Towers, Dalal Street, Mumbai - 40000 I SSE - Scrip Code: 532660

National Stock Exchange of India l.td Listing Depal1lllent, Exchange Plaza. Bandra Kurla ('om pic.,. Bandra(E).M ulllbai _. 400051 NSE- Symbol: VIVIMEDLAB

Dear Sir/Madam

Further to our intimation dated 23/08/2018, we are herewith submitting/providing the following documents/information for your information:

• I. Enclosed the Postal Ballot Notice & Postal Ballot form .
• 1. The Company has fixed Friday, August 31, 2018 as the Cut Off date lor the Shareholders (holding equity shares of the Company in both elec troni c and rh\', ical form) eligible to cast their vote thro ugh postal ballot/c-voting. The Company would he availing e-voting services of Centra l Depository Scniccs (India) 1.ld «(, I)S I.)
• 1. The E-voting period begins on Wednesday. September 12. 20 I R at 9.30 a.111. (1ST) and ends on the Thursday, October 11 , 2018 at 5.00 p.m. During this period shareholde rs or the Company, holding shares either in physical form or in demateriali zed form. as on Ih c cut off date (record date) of Friday, August 31. 2018. may cast their vote th ro ugh postal ballotle-voting.

You are requested to take note of the above.

Thanking you Yours Truly, For Vivimed Labs Limited

~~ Company Secretary

Vivim ed Labs Limited IRegistered Otticel CIN, L024 11KA1988PLC009465 #78/A. Kol har Industrial Area . Bidar. Karnataka - 585 403. India. T +91 1018482-232045. F +9 1 [Or 8482-232436 Email: contact0vivimedlabs.com I www.vivimedla bs.com

Corporate Office:

North End. Road No.2 Banjara Hilis. Hyde rabad. Telangana - 500 034. India. T +91 [0140-6608-6608. F +91 [01 40-6608-6699

VIVIMED LABS LIMITED

(CIN : l02411KA1988PlC009465 J

Regd. Office: PlotNo.7&'A, Kolhar Industrial ArecJ , Bidar - 585403, Ka rnataka Corporate Office: North End Complex, Road No.2, Baniara Hills,Hyderabad, India - 500034 Tel: +91-40-6608 6608 F +91-40-6608 6699 Email: yugandhar.kopparthi@vivimedlabs.com.website:vivimedlabs.com.

POSTAL BALLOT NOTICE

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

Dear Member(s).

Notice is hereby given pursuant to Section 110 and all other applicable provisions of the Companies Act, 2013 (the "Act"), read with Rule 22 of theCompanies (Management and Administration) Rules, 2014 (including any statutory modification or re-inactment thereof, for the time being in force). Secretarial Standards on General Meetings, Securities and Exchange Board of India (Li sting Obligations and Disclosure Requirements)Regulations, 2015 and other applicable laws and regulations, that it is proposed to seek the consent of the Members of Vivimed Labs Limited (the "Company"), for the resolutions appended below, through postal ballot using postal ballot form/electronic voting:

Special Business:

Item No, 1: Sale of Specialty Chemical Business of the Company:

To consider and, if thought fit, to pass or without modifications the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180( l)(a). 188 and other applicable provi sions of the Companies Act, 2013 and Rules made thereunder(including any statutory amendment( s) or modification(s) or re-enactment(s) thereof, for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (a s amended from time to time) and subject to the necessary approvals, consents, permi ssions and/or sanctions from the appropriateauthorities to the extent applicable, consent of the Members of the Company be and is hereby accorded to Board of Directors of the Company (herein after referred to as the "Board" which term shall be deemed to include any Committee which the Board may have constituted or may hereinafter constitute to exercise its powers including the powers conferred hereunder) to sell, transfer or otherwise dispose of its specialty chemical bu sin es s und er takingcomprising of manufacturing, marketing and trading in specialty chemicals, and employees engaged exclUSively for the specialty chemical business together with its rights, title and interest in the movable, intangible and current assets,including all licences, permits, approvals, all trademark s, consents, contracts on agoing concern basis, fora consid eration not less than INR 275,00,00,000 (Indian Rupees Two Hundred and Seventy Five Crores only) to Vivimed Specialty Chemicals UK limited

(which is related party of the Company), a company incorporated in United Kingdom or its associates/ subsidiaries/holding companies / its representatives either in India or overseas jurisdiction, vide such corporate restructuring mechanism including but not limited to, slump sale (in one or more tranches), or/and sa le of investments (in one or more tranches), as shall be appropriate in this case on such terms and conditions and with such modifications as may berequired by any of the concerned authorities or as the Board may deem fit and appropriate in the interest of the Company.

RESOLVED FURTHER THATthe Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and for the purpose of giving effect to the above resolution the Board be and arehereby authorized to negotiate, finalize, enter into and execute all such, deeds, documents, agreements, letters and to do all such acts,deeds, matters and/or things as may be necessary and/or expedient in their discretion, for giving effect to this resolution including finalizing/determining the effective date,terms and conditions, finalizing and executing the necessary assignment/ conveyance/ business tran sfe r documents, contracts, agreements and to seek their registration and thereof with the concern ed authorities, filing intimations with and/ or obtaining approva ls/consents with the concerned regulatory/ statutory authorities as may be applicable."

Item No, 2: To issue Convertible Warrants to Promoter(s)/Promoter Group of the Company on preferential basis:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

"RESOLVED THAT pursuant to the provisions of Sections 62(1)(c), read with Section 42 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 read with the relevant rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (the "Act"),the Memorandum and Articles of Association of the Company, SEBI (Listing Obligations and Disclosure Requirements), 2015 (the "Listing Regulations"). the Securities and Exchange Board of India (Issue of Capital and Di sclosure Requirements) Regulations, 2009, as amended (the "ICDR Regulations"), the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended (the "SAST Regulations"),the Foreign Exchange Management Act, 1999, as amended, and subject to all other applicable laws, rules, regulations, circulars and guidelines and subject to such approvals, permissions, sanctions and consents as may be necessary or required from regulatory or other appropriate authority, and on such termsand conditions (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated under such approvals, permissions, sanctions, and consents as the case may be) which may be accepted by the Board of Directors of the Company (herein referred to as "Board" which term shall include any duly constituted and authorized committee thereof to exercise its powers under thi s resolution).and subject to any other alterations, modifications, conditions, corrections, changes and variations that may be decided by the Board in its absolute discretion, consent of the Company be and is hereby accorded to the Board to create, offer, issue and al lot from time to time, in one or more tranches, upto 85,00,000 (Eighty Five Lakhs only) warrants exercisable as per its terms and conditions("Promoter Warrants") on a preferential basis to the members of the Promoter and/or Promoter Group of the Company ("Promoter Wa rrant Holders") in such manner and on such terms and conditions as may

be determined by the Board in its absolute discretion, and at the minimum allotment price as may be arrived at in accordance with Chapter VII of the ICDR Regulations (the "Issue Price"), provided that each of the Promoter Warrants shall, subject to the terms and conditions, entitle the holder(s) thereof to subscribe for and be allotted one equity share of the face value of Rs.2/- (Rupees Two Only) each of the Company (the "Equity Share"}".

"RESOLVED FURTHER THAT an amount equivalent to 2S percent of the Issue Price shall be payable at the time of subscription to and allotment of each Promoter Warrant. The balance 75 percent of the Issue Price shall be payable by the Promoter Warrant Holder( s) upon exercise of the entitlement attached to Warrant to subscribe for Equity Share(s). The amount paid against the Warrants shall be adjusted / set off against the Issue Price payable for the resultant Equity Shares." Proposed allottees details:

51. No.	Name of the Proposed Allottees	category	No of convertible warrants to be allotted
1	BBR Green Fields Private Limited	An Indian Private Limited Company	30,00.000
2	Svara Securities LLP	Indian Limited Liability Partnership Firm	25,00,000
3	Ashwini Gooty Agraharam	Resident Indian	5,00,000
4	Jyothi Devala	NRI	5,00,000
5	Tanmayi Varalwar	Resident Indian	10,00,000
6	Tanisha Varalwar	Resident Indian	5,00,000
7	Tejaswi Varalwar	Resident Indian	5,00,000
		TOTAL	85,00,000

"RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of equity shares, including the resultant equity shares to be allotted on exerci se of the Warrants in terms of this Resolution shall rank paripassu in all respects with the existing equity shares of the Company and shall be subject to Memorandum and Articles of Association of the Company"

"RESOLVED FURTHER THAT the Board be and is hereby authori zed to determine, va ry, modify, alter any of the terms and conditions of the proposed issue, including reduction of the size of the issue, as it may deem expedient, in its discretion."

"RESOLVED FURTHER THAT the aforesaid issue of the Promoter Warrants shall be on the following terms and conditions:

(i) In accordance with the provisions of ICDR Regulations, the "Relevant Date" for the purpose of calculating the price of Warrants / Equity Shares to be issued as per the terms of thePromoter Warrants shall be 11th September 2018, being the date 30 days prior to the date on which the resolution is deemed to be passed i.e, the last date specified for receipt of duly completed Postal Ballot Forms or E-voting.;

• (ii) In accordance with the provisions of Chapter VII of the SEBI (ICDR) Regulations, 25% (Twenty Five Percent) of the consideration payable against the Promoter Warrants, shall be paid by the Promoter Warrant Holder(s) to the Company on or before allotment of the Promoter Warrants and the balance consideration i.e. 75% (Seventy Five Percent) shall be paid at the time of allotment of Equity Shares pursuant to exercise of option against each such Warrant. The amount paid against Promoter Warrants shall be adjusted / set off aga inst the issue price of the resultant Equity Shares;
• (iii) The tenure of Promoter Warrants shall not exceed 18 (eighteen) months from the dale of allotment of the Promoter Warrants;
• (iv) The Promoter Warrant Holder(s) shall be entitled to exercise the option of conversion of any or all ofthe Promoter Warrants in one or more tranches by way of a written notice to the Company, specifying the number of Promoter Warrants proposed to be exercised along with the aggregate amount thereon, without any further approval from the shareholders of the Company prior to or at the time of conversion. The Company shall accordingly, issue and allot the corresponding number of Equity Shares to the Warrant Holder(s);
• (v) If the entitlement against the Promoter Warrants to apply for the Equity Shares is not exercised within the aforesaid period of 18 (eighteen) months, the entitlement of the Promoter Warrant holder(s) to apply for Equity Shares of the Company along with the rights attached thereto sha ll expire and any amou nt paid on such Promoter Warrants shall stand forfeited;
• (vi) Upon exercise by Promoter Warrant Holder the option to subscribe to Equity Share attached to any or all of the Promoter Warrants, the Company shall issue and allot appropriate number of Equity Shares and perform all such actions as are required to give effect to such issue, including but not limited to delivering to Promoter Warrant Holder(s), evidence of the credit of the Equity Shares to the depository account of Promoter Warrant Holder(s) and entering the name of Promoter Warrant Holder(s) in the records of the Company (including in the Register of Members of the Company) as the registered owner of such Equity Shares; and
• (vii) The Promoter Warrants by itself until exercise of option and Equity Shares allotted, do not give to the Promoter Warrant Holder(s) thereof any rights with respect to that of a shareholder(s) of the Company, and the Promoter Warrants and Equity Shares allotted pursuant to conversion of such Promoter Warrants shall be subject to lock-in as stipulated under the SEBI (ICDR) Regulations,"

"RESOLVEO FURTHER THAT the Warrants shall be issued and allotted by the Company to the Warrant Holders within a period of 15 days from the date of passing of this resolution, provided that where the allotment of the said Warrants is pending on account of pendency of any approval for such allotment by any regulatory authority or the Central Government, the al lotmcnt shall be complcted within a period of 15 daysfrom the date of such approval."

"RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Equity Shares or Warrants representing the same, as desc ribed above, the Board and such other persons as may be authorized by the Board, on behalf of the Company be and is hereby authorized to do all such acts, deeds,matters and things as it may in its absolute discretion deem necessary, desirable or expedient to effect theoffer, issue or allotment and listing of the sa id securities with the Stock Exchanges and to resolve and settle any questions and difficulties that may arise in the proposed

issue, offer and allotment of the said Warrants,utilization of issue proceeds, sign all such undertakings and documents as may be required, and any such documents so executed and delivered or acts and things done or caused to be done shall be conclusive evidence of the authority of the Company in so doing and any document so executed and delivered or actsand things done or caused to be done prior to the date thereof are hereby ratified, confirmed and approved asthe acts and deeds of the Company, as the case may be and to do all such acts, deeds, matters and things inconnection therewith and incidental thereto as the Board may in its absolute discretion deem fit, without beingrequ ired to seek any further consent or approval of the shareholders."

"RESOLVED FURTHER THAT the Board be and is hereby also authorised to delegate all or any of its powers to any officer(s) or authorized signatory (ies) of the Company to give effect to th is resolution, including execution of any documents on behalf of the Company, and to represent the Company before any governmental authorities, and to appoint any professional advisors, consultants and legal advisors to giveeffect to the aforesaid resolution."

"RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects."

Item No, 3: To issue Convertible Warrants to Non-Promoter(s)/Non-Promoter Group of the Company on preferential basis:

To consider and, if thought fit, to pass with or without modification(s). the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 62(1)(c). read with Section 42 of the Companies Act, 2013, and other applicable provisions, if any, of the Companies Act, 2013 read with the relevant rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force)(the "Act"),the Memorandum and Articles of Association of the Company, SEBI(Listing Obligations and Disclosure Requ irements). 2015, (the "Listing Regulation s"). the Securities and Exchange Board of India(lssue of Capital and Disclosure Requirements) Regulations, 2009 as amended (the "ICDR Regulations").the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as amended (the "SAST Regulations"), the Foreign Exchange Management Act, 1999, as amended, and subject to all other applicable laws, rul es, regulations, circulars and guidelines, and subject to such approvals, permissions, sanctions and consents as may be necessary or required from regulatory or other appropriate authority, and on such terms and condition s (including any alteration s, modifications, corrections, changes and variations, if any, that maybe stipulated under such approvals, permissions, sanctions, and consents as the case may be) which may be accepted by the Board of Directors ofthe Company (herein referred to as "Board" which term shall include any duly constituted and authorized committee thereof to exerci se its powers under this resol ution) and subject to any either alterations, modifications, conditions, corrections, changes and variations that may be decided by the Board in its absolute discretion, consent of the Company be and is hereby accorded to the Board to create, offer, issue and allot, in one or more tranches, upto 40,00,000 (Forty Lakhs only) warrants exercisable as per its terms and conditions("Non - Promoter Warrants") on a preferential basis to the members of the Non-Promoter and/or Non-Promoter Group of the Company ("Non-Promoter Warrant Holders") in such manner and on such terms and conditions as may be determined by the Board in its absolute discretion, and at the minimum allotment price as may be arrived at in

accordance with Chapter VII of the ICDR Regulations (the "Issue Price"),provided that each of the Non-Promoter Warrants shall, subject to the terms and conditions, entitle the holder( s) thereof to subscribe for and be allotted one equity share of the face va lue of Rs. 2/- (Rupees Two On ly) each of the Company (the "Eq uity Share")".

"RESOLVED FURTHER THAT an amount equivalent to 25 percent of the Issue Price shall be payable at the time of subscription to and allotment of each Non-Promoter Warrant. The ba lance 75 per cent of the Issue Price shall be payable by the Non-Promoter Warrant Holder(s) upon exercise of the entitlement attached to the Non-Promoter warrant, to subscribe for Equity Share(s). The amou nt paid against the Non-Promoter warrants shall be adjusted / set off against the Issue Pri ce payable for the resultant Equity Shares.

51. No.	Name of the Proposed Allottees	Category	No of convertible warrants to be allotted
1	Hari Gopal Jamalapuram	NRI	15.00,000
2	Saibaba Darapareddy	Resident Indian	10,00,000
3	Sanjay Kum ar Va idya	Resident Indian	10,00,000
4	Sat ish Mudagade	Resident Indian	5,00,000
		TOTAL	40,00,000

Proposed allottees details:

"RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot the resultant equityshares to be allotted on exercise of the Non-Promoter Warrants in terms of this Resolution shall rank paripassu in all respects with the existing equity shares of the Company and shall be subject to the Memorandumand Articles of Association of the Company."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to determine, vary, modify, alter any of the terms and conditions of the proposed issue, including reduction of the size of the issue, as it may deem expedient, at its discretion."

"RESOLVED FURTHER THAT the aforesaid issue of Warrant s on preferential basis shall be on the followingterms and conditions:

• (i) In accordance with the provisions of ICDR Regulations, the "Relevant Date" for the purp ose otcalculating the price of Non-Promoter Warrants / Equity Shares to be issued as per the terms of theNon-Promoter Warrants shall be l1'h September 2018, being the date30 days prior to the date on which the resolution is deemed to be passed i.e. the last date specified for receipt of duly completed Postal Ballot Forms or E-voting.;
• (ii) In accordance with the provisions of Chapter VII of the SEBI (ICDR) Regulations, 25% (Twenty FivePercent) of the consideration payable against the Non-Promoter Warrants, shall be paid by the Non-Promoter Warrant Holder(s) to the Company on or before allotment of the Non-Promoter Warrants andthe balance consideration i.e. 75% (Seventy Five Percent) shall be paid at the time of allotment of Equity Shares pursuant to exercise of option against each such Warrant. The amount

paid againstNon-Promoter Warrants shall be adjusted / set off against the issue price of the resultant EquityShares;

• (iii) The tenure of Non-Promoter Warrants shall not exceed 18 (eighteen) months from the date of allotment of the Non-Promoter Warrants;
• (iv) The Non-Promoter Warrant Holder(s) shall be entitled to exercise the option of conversion of any or allof the Non-Promoter Warrants in one or more tranches by way of a written notice to the Company,specifying the number of Non-Promoter Warrants proposed to be exe rcised along with the aggregateamount thereon, without any further approval from the shareholders of the Company prior to or at thetime of conversion. The Company shall accordingly, issue and allot the corresponding number of Equity Shares to the Warrant Holder(s);
• (v) If the entitlement against the Non-Promoter Warrants to apply for the Equity Shares is not exercisedwithin the aforesaid period of 18 (eighteen) months, the entitlement of the Non-Promoter Warrantholder(s) to apply for Equity Shares of the Company along with the rights attached thereto shall expireand any amount paid on such Non-Promoter Warrants shall stand forfeited;
• (vi) Upon exercise by Non-Promoter Warrant Holder the option to subscribe to Equity Share attached toany or all ofthe Non-Promoter Warrants, the Company shall issue and allot appropriate number ofEquity Shares and perform all such actions as are required to give effect to such issue, including but notlimited to delivering to Non-Promoter Warrant Holder(s), evidence of the credit of the Equity Shares tothe depository account of Non-Promoter Warrant Holder(s) and entering the name of Non-PromoterWarrant Holder(s) in the records of the Company (including in the Register of Members of theCompany) as the registered owner of such Equity Shares; and
• (vii) The Non-Promoter Warrants by itself until exercise of option and Equity Shares allotted, do not give to the Non-Promoter Warrant Holder(s) there of any rights with respect to that of a shareholder(s) of the Company, and the Non-Promoter Warrants and Equity Shares allotted pursuant to conversion of such Non-Promoter Warrants shall be subject to lock-in as stipu lated under the SEBI (ICDR) Regulations."

"RESOLVED FURTHER THAT the Non-Promoter Warrants shall be issued and allotted by the Company tothe Non-Promoter Warrant Holders within a period of 15 days from the date of passing of this resolution,provided that where the allotment of the said Non-Promoter Warrants is pending on account of pendency of any approval for such allotment by any regulatory authority or the Central Government, the allotment shall becompleted within a period of 15 days from the date of such approval."

"RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotm ent of EquityShares or Non-Promoter Warrants representing the same, as described above, the Board and such otherpersons as may be authorized by the Board, on behalf of the Company be and is hereby authorized to do allsuch acts, deeds, matters and things as it may in its absolute discretion deem necessa ry, desirable orexpedient to effect the offer, issue or allotment and listi ng of the said securities with the Stock Exchanges andto resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment ofthe said Non-Promoter Warrants, utilization of issue proceeds, sign all such undertakings and documents asmay be required, and any such documents so executed and delivered or acts and things done or caused to bedone shall be conclusive evidence of the authority of the Company in so doing, and any document soexecuted and delivered or acts and things done or caused to be done prior to the date thereof are herebyratified, confirmed and approved as the acts and deeds of the Company, as the case may be, and to do allsuch acts, deeds, matters and things in connection therewith and incidental thereto as the Board may in itsabsolute discretion deem fit, without being required to seek any further consent or approval of theshareholders."

"RESOLVED FURTHER THAT the Board be and is hereby also authorised to delegate all or any of its powersto any officer(s) or authorized signatory (ies) of the Company to give effect to thi s resolution, includingexecution of any documents on behalf of the Company and to represent the Company before anygovernmental authorities and to appoint any professional advisors, consultants and legal advisors to giveeffect to the aforesaid resolution."

"RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to orcontemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in allrespects."

Item 4: Adoption of new set of Articles of Association as per Companies Act, 2013:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013, and other applicable provisions read with the rules and regulations made there under including any amendment, re-enactment or statutory modification thereof, the new set of Articles of Association be and are hereby approved and adopted in substitution for, and to the exclusion, of the existing Articles of Association of the Company.

"RESOLVED FURTHER THAT the Board be and is hereby also authori sed to delegate all or any of its powers to any officer(s) or authorized signatory (ie s) of the Company to give effec t t o th is resolution(including without limitation making the appropriate e-filin gs with the Registra r of Companies/ Ministry of Corporate Affairs), in connection with the adoption of the new set of Arti cles of Association of the Company, as approved by the Board and the members of the Company and/ or generally to give effect to the foregoing resolutions."

"RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects."

By Order of the Board of Directors For Vivimed Labs Limited Sd/- K.Yugandhar Company Secretary

Place: Hyderabad Date: August 23, 2018

8

NOTES:

• 1. The Statement as required under Section 102 of the Companies Act is annexed to the Notice. A Postal Ballot Form is also enclosed . Acopy of the Notice and the Postal Ballot Form is al so available on the website of the Company www.vivimedlabs.com
• 1. Members shall have the option to vote either through E-voting or through Postal Ba llot Form . Incompliance with the provisions of Section108 of the Companies Act and Rule 20 of the Companies (Management and Administration) Rules, 2014 and any amendments thereto, SS-2 and Regulation 44 of the SEBI Li sting Regulations, the Company is offering 'E-voting' facility as an alternative mode of voting which will enable the Members to cast the ir vote selectronica lly. Necessary arrangements have been made by the Company with Central Depository Services (India)Limited ("CDSL")to facilitate E-voting. E-voting is optional. The detailed procedure with respect to E-voting is mentioned later in the Notice.
• 1. The Company has appointed Mr.N.V.S.S.S.Rao, Practicing Company Secretary (Membership No: 5868) as the Scrutinizer for sc rutinizing the E-voting process as well as voting through Postal Ballot Form to ensure that the process is carried out in a fair and transparent manner.
• 1. The voting commences on Wednesday, September 12, 2018. The Members are requested to note the following:
• (a) Duly completed Postal Ballot Form should reach the Scrutinizer by 5:00 p.m. (1ST) on Thursday, October 11, 2018 at the following:

To,

Mr. N.V.S.S.S.Rao, Scrutinizer (Practicing Company Secretary) Vivimed Labs Limited North End Complex, Road No.2, Banjara Hill s, Hyderabad, India - 500034

• (b) Postal Ballot Forms received after the said date and time willbe strictly treated as if the reply from such Members has not been received.
• (c) Similarly, the E-voting needs to be exercised by 5:00 p.m. (IST)on Thursday, October 11. 20 ) 8. Please note that E-voting willbe disabled for voting after the said date and time.
• 1. A Member can opt for only one mode of voting i.e. either through Postal Ballot Formor E-voting. If a Member casts votes by both modes, then the votingd one through E-voting shall prevail and the Postal Ballot Form shall be treated as invalid.
• 1. A person, whose name is recorded in the Register of Members/Beneficial Owners list maintained by the depositories as on cut-off date i.e. Friday, August 31,2018 ("cut-offdate")only shall be entitled to avail the facility of voting through Postal Ballot Form or E-voting.
• 1. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
• 1. The Notice is being sent to all the Members whose names appear in the Register of Members / Beneficial Owners as per the records maintained by the deposit oriesas on the cut-offdate. Voting rights shall be reck -oned on the paid up value of the shares registered in the names of the Members as on the cut-off date.
• 1. The voting on items included in the Notice cannot be exercised through proxy.
• 1. In case any eligible Member is desirous of obtaining a printed Postal Ballot Form or a duplicate, such Member may write to the Company / Registrar and Transfer Agents ("RTA") (RTA Address: M/s Aarthi Consultant Pvt Ltd, Unit: Vivimed Labs Ltd 1-2-285, Domalguda, Hyderabad - 500029) of the Company or send an email toyugandhar.kopparthi@vivimedlabs.comorinfo@aarthiconsultants.com. The RTA or the Company shall forward the same along with postage prepaid self-addressed Business Reply Envelope to the M ember. The Postal Ballot Notice and Postal Ballot Form are also avai lable on the website of the Company - www.vivimedlabs.com and website of CDSL - www.evotingindia.com.
• 1. In the event of any grievance relating to E-voting, the M em bers/Beneficial Owners may contact the following: Mr.MehboobLakhani, Asst.Manager, CDSL,P.J.Towers, 16th Floor, Dalal Street, Fort, Mumbai - 400 001, e-mail: helpdesk.evoting@cdslindia.com. Helpdesk: 1800225533.
• 1. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed Postal Ballot Forms or E-voting i.e. Thursday, October 11, 2018.
• 1. All the material documents referred to in the explanatory statement are avai lable for inspection at the registered office of t he Company on any working day, except Saturday and holiday, between 11:00 a.m. (1ST) to 1:00p.m. (1ST) from the date of dispatch of notice till ThurSday, October 11, 2018.

INSTRUCTIONS FOR VOTING

Voting through Postal Ballot Form

• 1. Members are requested to carefully read the instructions printed in the Postal Ballot Form and return the Postal Ballot Form duly completed with the assent (for) or dissent (against), in the enclosed postage prepaid self-addressed Business Reply Envelope, so as to reach the Scrutini zer as detailed above, by 5:00 p.m. (1ST) on Thursday, October 11, 2018, to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the Member. The postage will be borne and paid for by the Company, if posted in India in the postage prepaid selfaddressed Business Reply Envelope.
• 1. Membersare requested to exercise their voting rights by using the attached Postal Ballot Form only. Envelopes containing Postal Ballot Form if deposited in person or sent by courier or by registered/ speed post at the expense of the Members wi ll al so be accepted.

Procedure for voting through electronic means

The Company is pleased to offer E-voting facility for its Members to enable them to cast their votes electronica lly. The procedure and instructions for the same are as follows:

• (i) The voting period commences on Wednesday, September 12, 2018 from 9:30 a.m. (1ST) and ends on Thursday, October 11, 2018 at 5:00 p.m. (1ST). During this period, the Member whose name is recorded in the Register of Members / Beneficial Owners as per the records maintained by the depOSitories as on cut-off date i.e. Friday, August 31, 2018, may cast the vote electronically. The E-voting shall be disabled by CDSL for voting thereafter.
• (ii) The Members should logon to the E-voting website at www.evotingindia.com.
• (iii) Click on "Shareholders / Members".
• (iv) Enter User ID:
• (a) For CDSL: 16 digits beneficiary ID
• (b) For NSDL: 8 charact er DP ID followed by 8 digits Client ID
• (c) Member sholding shares in physical form shou ld enter Fol io Number registered with th e Company
• (v) Next enter the image verification as displayed and cl ickon Login .
• (Vi) If you are holding shares in dematerialized form and had logged on to www.evotingindia.com and voted on an ea rlier voting of any company, then your existing password is to be used.
• (Vii) If you are a first time user follow the steps given below:

	For M embers holding shares in Oemat Form and Physica l Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applica ble fo r both i.e. shares held in dematerialized form as well as physica l form ) Members who have not updated their PAN with the Company/ Depository Participant 0 are requested to use the sequence umber in the PAN field which is printed on Posta l Ballot Form.
Dividend Bank Details or Date of Birth (DOB)	Enter the dividend bank detai ls or date of birth (indd/mm/yyyy format) as recorded in your demat account or in the Company records in ordertologin If both the detai ls are not recorded with the Company / Depository Participant please 0 enter the DP 10 and Client 10 / Folio Number in the dividend bank details fi eld as mentioned in instructi on (iv)

(viii) After entering these details appropriately, clickon "SUBMIT"tab.

(ix) Member sholding shares in physical form wi ll then direct ly reach the Company selection screen. However, Member sholding shares indematerializedformwi llnow reach 'Password Creation' menu w here in they are required to mandatorily enter their login password in the new password field. Kindly note that thi s password is to be alsoused by the demat holders forvoting for resolutions of any other company on w hich they are eligible to vote, provided that company opt s for E·

voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmostcare to keep your password confidential.

• (x) For Members holding shares in physical form, the details can be used only for E-voting on there solutions contained in this Notice.
• (xi) Click on the Electronic Voting Sequence Number ("EVSN") of "V ivimed Labs Limited".
• (xii) 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.
• (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire resolution.
• (xiv) 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.
• (xv) Once you "CONFIRM" your vote on there solution, you will not be allowed to modify your vote or cast the vote again.
• (xvi) You can also take out print of the voting done by you by clicking on"Clickheretoprint"option on the voting page.
• (xvii) If the demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on FORGOT PASSWORD & enter the details as prompted by the system.
• (xviii)Members can also cast their vote using CDSL's mobile app m-Voting. Them-Voting appcanbe downloaded from Google Play Store, Apple Store and Windows Store. Please follow the instructions as prompted by t he mobile app whi le voting on your mobile.

(xix) Note for non-individual Members and custodians:

• (a) Non-individual Members (i.e. other than individuals, HUF,NRI, etc.) and custodiansare required to log on to www.evotingindia.com and register themselves as Corporate (5).
• (b) A scanned copy of the Registration Form bearing the stampand sign of the entity should beemailedtohelpdesk.evoting@cdslindia.com .
• (c) After receiving t he login details, acomplianceuser shou ld be create dusing the admin login and password. The complianceuser would be able to link the account (s) for which they wish to vote on.

• (d) The list of accounts linked in the login should be mailed to help desk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• (e) A scanned copy of the Board resolution and Power of Attorney which they have issued infavour of the custodian, if any, should beuploaded in PDF format in the system for the Scrutinizert over if the same.

• (xx) In case you have any queri es or issues regarding E-voting, you may refer the Frequently Asked Questions and E-voting manual available at www.evotingindia.com. under help section or write an e-mail to helpdesk.evoting@cdsl india.com or call at 180022 5533.

Declaration of Results:

• 1. The Scrutinizer shall submit the Consolidated Scrutinizer's Report of the total votes cast infavour or against and invalid votes, if any, to the Chairperson of the Company or a person authorized by him, who shal l counter sign the same, on Thu rsday, October 11, 2018 and the result of the postal ballot willbe declared on Thursday, October 11, 2018 latest by 8:30 p.m. (1ST) at the registered / Corporate office of the Company.
• 1. Based on the Scrutinizer's Report, the Company will submit within 48 hours of the conclusion of the results to the Stock Exchanges, details of the voting results as required under Regulation 44(3) of the SEBI Listing Regulations.
• 1. The result of the postal ballot declared along with the Scrutinizer's Report, will be hosted on the website of the Company - www.vivimedlabs.com and on the website of CDSL and wi ll be displayed on the notice board of the Company at its registered/Corporate office, immediately after the declaration of the result by the Chairperson or a person authorized by him in writing and communicated to the Stock Exchanges.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No.1 Sale of Specialty Chemical Business of the Company

The Company is engaged in the business of manufacturing and sale of active pharmaceutical ingredients, finished dosages and specialty chemicals amongst others.

The Company believes that its core strength lies in business of active pharmaceutical ingredients and finished dosages while the specialty chemical business is the non-core business. In line with this, the Company had acquired Entities in India and Overseas relating to pharma business namely Uquifa, Actavis, Soneas, Finoso amongst others to augment its pharmaceutical business growth and expansion over the last few years. The Company projects this segment to grow at a CAG R of 13% in next 3 years. Therefore, the Company considers that it should focus on its core pharmaceutical business which comprises of API/CDMO & FDF as it has seen significant progress in the recent years. It is therefore, desirableand inevitable at this juncture that the Company divests the non-core assets of the specialty chemical business, reduce its debt and augment working capital from the consideration as shall be received from such divestmentThiswould enable a focused business approach by the Company inits pharma business including active pharmaceutical ingredients and finished dosages

business and the Company can then explore optionsand opportuni ties of ra ising money in Pharma business for itsgrowth and reduction of overall consolidated debt of the Company.The Company also believes the divestment would be in the best interest of all stakeholders. The funds realised from the sale of specialty chemical business would be utilised to reduce the overa ll debt of the Company and further investment in its inpharma business.

Accordingly, the Board of Directors of the Company, at its meeting held on August 23, 2018, has resolved, subject to the approval of Members andother requisite approval to sell, transfer or otherwise dispose of its specialty chemical business undertakingcomprising of manufacturing, marketing and trading in specialty chemicals, and employees engaged exclusively for the specialty chemical business together with its rights,title and interest in the movable, intangible and current assets,including all licences, permits, approva ls, all trademarks, consents, contractson agoing concern basis, by way of a 'slump sale' (as defined in Section 2(42C) of the Income-tax Act, 1961) and/or transfer of shares of subsidiaries/step down subsidiaries which undertake specialty chemical business, and/or in any other manner as the Board may deem fit in the interest of theCompany for a consideration not less than INR 275,00,00,000 (Indian Rupees Two Hundred and Seventy Five Crores only)to Vivimed Specialty Chemicals UK Limited (which is related party of the Company), a company incorporated in United Kingdom and/or any of its associates or subsidiaries or holding companies or representatives ("Buyer") vide appropriate agreements and instruments as recommended by financial/legal advisors.

The Company had appointed Saffron Capital Advisors Private Limited, independent Va luer (Merchant Banker with SEBI Registration No.INM000011211) to carry out va luation of the investment for the proposed divestment of specialty chemical business. The fair va lue of such business as determined by Independent Valuer, is INR 275 Crores . Thereby, the Company proposes to divest its specialty chemical business(not less than) at its fair value of INR 275 Crores (Copy of the valuation report of specialty chemical business is ava ilable on the website of the Company at www.vivimed labs.com).

The total consideration amounting to (Not Less than) INR 275 Crores shall be discharged by the Buyer in such manner and on such terms and cond itions as may be mutually agreed upon between the Company and the Buyer.

In terms of the provisions of Section 180(1)(a) of the Companies Act, 2013 (the "Act"), consent of the Shareholders is required by way of a specia lresolution to transfer any undertakings where the investment of the Company exceeds twenty per cent of its net worth as per the audited balancesheet of the preceding financial year or an undertaking which generates twentyper cent of the total income of the company during the previous financial year.

In this present case, the investment inspecialty chemical business of the Companybeing transferred to the Buyer does not exceed twenty per cent of its net worth as per the audited balancesheet of the preceding financial year and such business does not generate twentyper cent of the total income of the Company during the previous financial year. In light of the same, the approval of shareholders vide special resolution as mandated under Section 180(1)(a) may not be required herein.

The Buyer is a 'Related Party' within the meaning of Section 2 (76) of the Companies Act, 2013 and Regulation 2 (l)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations").

The Board of Directors of the Company had, on the recommendation of the Audit Committee, passed a resolution at its meeting held on August 23, 2018 as mentioned above approving sale of specialty chemical business to the Buyer.

As per the provisions of Section 188 of the Companies Act, 2013, the Company ca n enter into transactions mentioned under aforesaid resolution,which are not in the ordinary course of business and / or are not on an arm's length basis exceeding applicable thresholds, with the approval of the shareholders accorded by passing anordinary resolution.Accordingly, even though the proposed transaction with the Buyer is being done at arm's length basis as per a valuation report obtained from an independent Valuer, the value of the transaction being INR 275 Crores exceeds INR 100 crores (which is lower of INR 100 crores and INR 123.87 Crores i.e. 10% net worth of the Company) and the same is not in ordinary course of Company's business, and thereby, the approval of the members vide ordinary resolution is sought in this matter by the Board.

Under Regulation 23 (4) of the LODR Regulations, all material related partytransactions have to be approved by ordinary resolution of the shareholders and the related parties shall abstain from voting on suchresolution whether the entity is a related party to the transaction or not. The consideration of INR 275 Crores as decided herein exceeds INR 119.5 Crores, which is 10% of the Company's turnover for the last financial year ended March 31, 2018, thereby, the related party transaction herein would be a 'material' related party transaction for which the approval of the members is mandated vide an ordinary resolution.

Particulars	Information
Name of the Related Party	Vivimed Specialty Chemica ls UK Limited (which is related party of the Company), a company incorporated in United Kingdom and/or any of its associates or subsidiaries or holding companies / its representatives.
Name of Director( s) or Name of Key Managerial Personnel who is related	Mr.Manohar Rao Varalwar,Mr. Subhash Varalwar,Mr.SantoshVaralwar. Mr Sandeep Varalwar and Mr S Raghunandan (Directors)
Nature of Relationship	Mr. SanketVaralwar, Brothers son of Mr. Manohar Rao • Vara lwar. Director of the Company, is a shareholder and director of Vivimed Specialty Chemicals UK Limited; and Mr. Raj Devala, son in law of Mr. Manohar Rao Varalwar,Director of • the Company, is a shareholder and director of Vivimed Specia lty Chemicals UK Limited
Nature, Material Terms, Monetary Value and Particulars of the contract or arrangement	The proposed transaction involves sale and transfer of the specia lty chemical business of the Company (which includes assets and liabilities held by the Company at its entity level and investment in Vivimed Labs Europe Limited) to Vivimed Specialty Chemica ls UK Limited {(which is related party of the Company), a company incorporated in United Kingdom and/or any of its associates or subsidiaries or holding companies (or Its representatives)) as "going concern" and by way of a slump sale and/or transfer of shares in subsidiaries/step down subsidiaries which under take specialty chemical business for consideration of (not less than) INR 275 Crores. The consideration has been determined vide valuation conducted by an independent valuer which arrived at the fair value of the specialty chemica l business of the Company at INR 275 Crores .
Any other information relevant or important for the members to take a decision on the proposed resolution	All important information form s part of the Statement setting out Mate rial Facts pursuant toSection 102(1) of the Companies Act, 2013 which have been mentioned in the foregoing paragraphs

The particulars of the related party transaction are as follows:

In terms of the provisions of Section 110 of the Act read with the Companies (Management and Administration) Rules, 2014 the approval of the Membershas to be obtained, mandatorily through Postal Ballot process.

The Board is of the opinion that the aforesaid related party transaction is in the best interests of the Company.The Board accordingly recommends the Ordinary Resolution set out at Item No. 1 of the accompanying Notice for the approval of the Members vide ordinary resolution.

In terms of Section 188 of the Act and Regulation 23 of LODR Regulations, all the related parties of the Company will abstain from voting on this resolution.

None of the Directors, Key Managerial Personn el and their relatives except Mr.Man oha r Ra o Varalwar,Mr. Subhash Varalwar, Mr.Sa ntoshVaralwar, Mr San deep Varalwar and Mr S Raghunandan (Directors) of the Company are concerned or interested, financially or otherwise, in this resolution .

Item No. 2 Material Facts Relating to the Preferential Allotment of Share Warrants (Promoter Warrants):

The Board of Directors at its meeting held on 23,dAugust, 2018, subject to necessary approval(s). has approved the proposal for raising funds by way of issue Securities through Preferential Allotment of Promoter Warrants to Promoters/Promoter Group to enable the Company to mobili ze fund s for funding Current/future expansion plans/activities by the Company or potential acquisition and general corporate purpose.

The Preferential Allotment of Securities to Promoters would be strictly in accordance with Chapter VII of the SEBI (ICDR) Regulations, 2009. The preferential issue wou ld comprise of upto 85,00,000 Promoter Warrants with a right exercisable by the warrant holder to subscribe for One Equity share per Promoter Warrant within Eighteen Months of its allotment.

The relevant disclosures as required in terms of the Act and SEBI (ICDR) Regulations are as under: The allotment of the Promoter Warrants is subject to the Proposed allottees not having sold any Equity Shares of the Company during the 6 (six) months preceding the 'relevant date'. The Promoter / Promoter Group of the Company has represented that they have (Proposed allottees) not sold any equity shares of the Company during the 6 (six) months preceding the relevant date.

1. Object(s) of the issue through preferential issue:

The object of raising capital by issu ing Promoter Warrants to the Promoter Warrant Holders is to mobilize funds for funding Current/future expansion plans/activities by the Company or potential acquisition and general corporate purpose. Thi s wi ll also improve Company's debt-equity ratio. It is therefore proposed to issue and offer upto 85,00,000 Promoter Warrants of the face value of Rs .2/- each respectively to the Proposed allottees(promoter Group)of the Company on a preferential basis.

2. Proposal of the Promoters/Promoter Group of the Company to subscribe to the preferential issue:

The preferential issue of Promoter Warrants is being made to the 'Promoter(s) or Promoter Group' of the Company. The Proposed allotteesi.e BBR Green Fields Private Limited, Svara Securities LLP, AshwiniGootyAgraharam,JyothiDevala, Tanmayi Varalwar, Tanisha Varalwar and Tejaswini Varalwar have conveyed their intention to subscribe to the offer. (the proposed allottees are relatives to the existing promoters/Directors viz Mr Santosh Varalwar,Mr Manohar Rao

Varalwar,Mr Sandeep Varalwar,Mr S Raghunandan and Mr Subhash Varalwar.As per the definition given in Securities and Exchange Board of India (I ssue of Capital and Di sclosure Requirements) Regulations, 2009, they will come under Promoter Group.

Sl. No.	Name 01 the Proposed Allottees	Natural person who ultimately controls the Proposed Allottee	Present holding il any	%01 pre issue capital	No 01 equity shares to be issued	% of post issue capital (approx .)
1	BBR Green Fields Private Limited	TanmayiVaralwar& Tanisha Varalwar	Nil	Nil	30.00.000	3.16
2	Svara Securities LlP	SaurabhGurnurkar & Radhika Mohan Joshi Nil		Nil	20.00.000	2. 10
3	Ashwini Gooty Agraharam	Ashwlnl Gooty Agraharam	5635	0.006	5.00.000	0.53
4	Jyothi Deva ta	Jyothl Devata	21240	oms	5.00.000	0.54
5	Tanmayi Varalwar	Tanmayi Varalwar	Nil	Nil	10.00.000	1.05
6	Tanisha Varalwar	Tanisha Varalwar	8431	0.010	5.00.000	0.53
7	Tejaswi Varalwar	Tejaswi Varalwar	Nit	Nil	5.00.000	0.53
				TOTAL	85.00.000

3 Identity of the proposed allottees'

Note: The % of post issue capital is arrived after considering the proposed allotment of Equity Shares and Share Warrants.

4. Shareholding Pattern of the Company before and after the Preferential Issue:

Please refer the "Annexure -1" for the consolidated share holding pattern given at the end of Postal ballot Notice.

The proposed preferential allotment will not result in any change in management control of the Company as the Promoter Warrant Holders belongs to promoter(s) / promoter group.

5. The time within which the preferential allotment shall be completed:

The allotment of Promoter Warrants will be com pleted within a period of IS (fiftee n) days from the date of passing of the Resolution by the Shareholders of the Company provided where the allotment is pending on account of any approval from any regulatory authority / Central Government the allotment shall be completed by the Company within a period of 15 days from the date of such approval.

6. Pricing of the preferential issue:

The pricing of the Equity Shares to be al lotted on conversion of Promoter Warrants to the Promoter(s)/Promoter Group of the Company on preferential basis shall not be lower than the price determined in accordance with the Chapter VII of SEBI (ICDR) Regulations.

The issue of equity shares arising out of exercise of Promoter Warrants issued on preferential basis shall be made at a price not less than the higher of the following or as per the law prevailing at the time of allotment of Promoter Warrants:

• a) The average of the weekly high and low of the volume weighted average price of the related equityshares quoted on the recognized stock exchange during the 26 (twentysix) weeks preceding therelevant date; or
• b) The average of the weekly high and low of the volume weighted average price of the related equityshares quoted on the recognized stock exchange during the 2 (Two) weeks preceding the 'relevantdate'.

The requirement of the basis on which the price has been arrived at along with report of the registered valuer as such is not applicable in the present case since the Company is a listed Company and the pricing is in terms of the SEBI (ICDR) Regulations.

The price shall be determined on the basis of the quotes avai lable on the Stock Exchange having highest trading volume during the preceding twenty six weeks prior to the relevant date.

7. Relevant Date:

The relevant date for the purpose of pricing shall be 11'" September 2018 being the date which is 30(thirty) days prior to the deemed date of passing of specia l resolution by the Members of the Company through Postal Ballot to approve the proposed preferential issue, in accordance with the SEBI (ICDR) Regulations.

8. Auditors' Certificate:

The price at which the Promoter Warrants would be issued to the Promoter(s)/promoter group of the Company cannot be exactly determined before issue of this Notice to the shareholders as the same depends on the average ofthe market prices prevailing in the preceding 2 (two) weeks or (26) (twenty six weeks) of the 'relevant date' as per Regulation 76 of the SEBI (ICDR) Regulations. Auditors' certificate issued by Mis. PCN & Associates, Chartered Accountants, Statutory Auditors of the Company as required under Regulation 73(2) SEBI (ICDR) Regulations will be available for inspection at the registered office of the Company on any working day between 11.00 a.m. to 1.00 p.m. upto the last date of voting under Postal Ballot.

9. Lock-in Period:

The Promoter Warrants allotted on a preferential basis and the Equity Shares to be allotted pursuant to exercise of option attached to Promoter Warrants shall be subject to lock-in as per SEBI (ICDR) Regulations.

As per Regulation 78(6) of the SEBI (ICDR) Regulations, the entire pre-preferential allotment shareholding of the above proposed allottee(s) shall be locked-in from the Relevant Date up to the period of 6 months from the date of preferential allotment.

10. Undertakings

In terms of SEBI (ICDR) Regulations, 2009, the Company hereby undertakes that:

• a) It shall re-compute the price of the Promoter Warrants I Equity Shares issued on conversion of Promoter Warrants in terms of the provisions of SEBI (ICDR) Regulations, where it is required todo so.
• b) If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the underlying Promoter Warrants I Equity Shares shall continue to be locked- in till the time such amount is paid by the proposcd allottccs.

The Board recommends the resolution as set out at Item No.2 for approva l of the shareholders as a Special Resolution.

The Board at its meeting held on 23,dAugust,2018 has approved the issue of Promoter Warrants on preferential basis and of Equity Shares on conversion of such Promoter Warrants on a preferential basis in the manner stated above subject to approval of the shareholders by way of Special Resolution.

None of the directors, Key managerial personnel or any relative of any of the directors or key managerialpersonnel of the Company is, in anyway, concerned or interested in the above resolution except Mr.5antoshVaralwar, Mr.SandeepVaralwar, Mr SubhashVaralwar, Mr.Manohar Rao Varalwar and Mr S Raghunandan and their relatives who are deemed to be concerned si nce proposed resolution pertains tothe preferential issue of Warrants to Promoter Group.

Item 3. Material Facts Relating to the Preferential Allotment of Share Warrants (Non· Promoter Warrants):

The Board of Directors at its meeting held on 23,dAugust, 2018, subject to necessary approval(s), has approved the proposal for raising fund by way of issue Securities through Preferential Allotment of Non-Promoter Warrants to Non-Promoters to enable the Company to mobilize funds for funding Current/future expansion plans/activities by the Company or potential acquisitions and general corporate purpose.

The Preferential Allotment of Securities toNon-Promoters would be strictly in accordance with ChapterVIl of the SEBI (ICDR) Regulations, 2009. The preferential issue would comprise of upto 40,00,000 Non-Promoter Warrants with a right exercisable by the warrant holder to subscribe for One Equity share per Non-Promoter Warrant within Eighteen Months of its allotment. The relevant disclosures as required in terms of the Act and SEBI (ICDR) Regulations are as under:

The allotment of the Non-Promoter Warrants is subject to the Non-Promoter /Non-Promoter Group of theCompany not having sold any Equity Shares of the Company during the 6 (six) months preceding the'relevant date'. The Non-Promoter / Non-Promoter Group of the Company has represented that they have notsold any equity shares of the Company during the 6 (six) months preceding the relevant date.

1. Object(s) of the issue through preferential issue:

The object of raising capital by issuing Non-Promoter Warrants to the Non-Promoter Warrant Holder is tomobilize fund s for funding Current/future expansion plans/activities by the Company or potential acquisitionsand general corporate purpose. This wi ll also improve Company's debtequity ratio. It is therefore proposed to issue and offer upto 40,00,000 Non-Promoter Warrants of the face value of Rs.2/- each respectively to theN on-Promoters of the Company on a preferential basis.

2. Proposal of the Non-Promoters of the Company tosubscribe to the preferential issue:

The preferential issue of Non-Promoter Warrants is being made to the 'Non-Promoter( s) or Non-Promoter Group of the Company. The Non-Promoters of the Company i.e Mr. J Hari Gopal, Mr. SaibabaDarapareddy, Mr. Sanjay Vaidya and Mr. Satish Mudagade conveyed theirintention to subscribe to the offer. No Non-Promoter Warrants or Equity Shares are being offered to thedirectors, key managerial personnel or relatives of directors / key managerial personnel of the Company.

51. No.	Name of the Proposed Allottees	Natural person who ultimately controls the Proposed Allottee	Present holding if any	% of pre issue capital	No of equity shares to be issued	% of post issue capital (app,ox.)
1	Hari Gopal Jamalapuram	Jamalapuram Hari Gopal	Nil	Nil	15,00,000	1.57
2	Saibaba Darapareddy	Saibaba Darapa,eddy	160	0 .0001	10,00.000	1.05
3	Sanjay Kumar Vaidya	Sanjay Kum ar Vaidya	Nil	Nil	10,00.000	1.05
4	Satish Mudagade	Satish Mudagade	Nil	Nil	5,00,000	0.53
			TOTAL		40,00,000

3, Identity of the proposed allottees:

Note: The % of post issue capital is arrived after considering the proposed allotment of Equity Shares and Share Warrants.

• 1. Identity of the proposed allottees:
• 1. Shareholding Pattern of the Company before and after the Preferential Issue: Please refer the "Annexure -1" for the consolidated shareholding pattern given at the end of Postal ballot Notice.

The proposed preferential allotment will not result in any change in management control of the Company as the Non-Promoter Warrant Holder belongs to Non-promoter(s) I Non-promoter group.

1. The time within which the preferential allotment shall be completed: The allotment of Non-Promoter Warrants will be completed within a period of 1S (fifteen) days from the date of passing of the Resolution by the Shareholders of the Company provided where the allotment is pending on account of any approval from any regulatory authority I Central Government the allotment shall be completed by the Company within a period of 1S days from the date of such approval.

6. Pricing of the preferential issue:

The pricing of the Equity Shares to be allotted on conversion of Non-Promoter Warrants to the Promoter(s) of the Company on preferential basis shall not be lower than the price determin ed in accordance with the Chapter VII of SEBI (ICDR) Regulations.

The issue of equity shares arising out of exercise of Non-Promoter Warrants issued on preferential basis shall be made at a price not less than the higher of the following or as per the law prevailing at t he time of allotment of Non-Promoter Warrants:

• a) The average of the weekly high and low of the volume weighted average price of the related equityshares quoted on the recognized stock exchange during the 26 (twenty six) weeks preceding therelevant date; or
• b) The average of the weekly high and low of the volume weighted average price of the related equityshares quoted on the recognized stock exchange during the 2 (Two) weeks preceding the 'relevantdate'.

The requirement of the basis on which the price has been arrived at along with report of the registered valueras such is not applicable in the present case since the Company is a listed Company and the pricing is interms of the SEBI (ICDR) Regulations.

The price shall be determined on the basis of the quotes available on the Stock Exchange having highesttrading volume during the preceding twenty six weeks prior to the relevant date.

7. Relevant Date:

The relevant date for t he purpose of pricing shall be 11 " September 2018 being the date which is 30(thirty) days prior to the deemed date of passing of special resolution by the Members of the Company through Postal Ballot to approve the proposed preferential issue, in accordance with the SEBI (ICDR) Regulations.

8. Auditors' Certificate:

The price at which the Non-Promoter Warrants would be issued to the Non Promoter(s) of the Company cannot be exactly determined before issue of this Notice to the shareholders as the same depends on the average of the market prices prevai ling in the preceding 2 (two) weeks or (26) (twenty six weeks) of t he 'relevant date' as per Regulation 76 of the SEBI (ICDR) Regulations. Auditors' certificate issued by Mis. PCN & Associates, Chartered Accountants, Statutory Auditors of the Company as required under Regulation 73(2) SEBI (ICDR) Regulations will be available for inspection at the registered office of t he Company on any working day between 11.00 a.m. to 1.00 p.m . upto the last date of voting under Postal Ballot.

9. Lock-in Period:

The Non-Promoter Warrants allotted on a preferential basis and the Equity Shares to be allotted pursuant to exercise of option attached to Non-Promoter Warrants shall be subject to lock-in as per SEBI (ICDR) Regulations.

As per Regulation 78(6) of t he SEBI (I CDR) Regu lations, the entire pre-preferential allotment shareholding of the above proposed allottee(s) shall be locked-i n from the Relevant Date up to the period of 6 months from the date of preferential allotment.

10. Undertakings

In terms of SEBI (ICDR) Regulations, 2009, the Company hereby undertakes that:

a) It shall re-compute the price of the Non-Promoter Warran ts / Equity Shares issued on conversion of Non-Promoter Warrants in terms of the provi si ons of SEBI (lCDR) Regulations. where it is requirpd todo so.

b) If the amount payable on account of the re-computation of price is not paid within the lime stipulated in the SEBI (ICDR) Regulations, the underlying Non-Promoter Warrants / Equity Shares shall continue to be locked- in t ill the time such amount is paid by the proposed allottees.

The Board recommends the resolution as set out at Item No.3 for approval of the shareholders as a Special Resolution.

The Board at its meeting held on 23"August, 2018 has approved the issue of Non-Promoter Warrants on preferential basis and of Equity Shares on conversion of such Non-Promoter Warrants on a preferent ial basis in t he manner stated above subject to approval of the shareholders by way of Special Resolution.

None of the directors, key managerial personnel or any relative of any of the directors or key managerial personnel of t he Company is, in anyway, concerned or interested in the above resolution .

Item 4_ Adoption of new set of Articles of Association as per Companies Act, 2013

Upon enactment of the Companies Act, 2013, various provisions of the Companies Act, 1956 have been repealed and in view of the same the Articles of Association of the Company needs to be realigned as per the provisions of the new Act.

The Board of Directors in its meeting held on 23" August, 2018 decided (subject to the approval of members) to adopt a new set of Articles of Association in place of and to the exclusion of existing Articles of Association of the Company.

The proposed new draft of t he AoA is being up loaded on the Compa ny's website www.vivimed labs.com for perusal of t he members and shall also be available for inspection for the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays.

In terms of Section 14 of t he Companies Act, 2013, the consent of the Members by way of special resolution is required for adoption of new set of Articles of Association of the Company.

Your Directors commend passing of this resolution by way of a special resolution.

None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 4.

By Order of the Board of Directors For Vivimed Labs Limited

For VIVIMEO LABS L TO.

etJ~ Company Secretary

Sd/- K.Yugandhar Company Secretary

Place: Hyderabad Date: August 23, 2018

ANNEXURE-I

Consolidated Shareholding Pattern: of the Company before and after the preferential Issue

		Pre-Issue Equity Shareholding	After Allotment of Warrants
Category	No. of shares	%of Holdings	No. of shares	% of Holdings
(A) Shareholdlng of Promoter &
Promoter Group
I. Indian
Individuals/ Body Corporate	3,02,34,045	36.64%	3,82,34,045	40.2 3%
(Including Persons Acting in concert)
Sub· Total (A) (1)	3,02,34,045	36.64%	3,82,34,045	40.23%
2.Foreign	-	-
Individuals(NRI's/Foreign individuals)	0	0	5,00,000	0.53%
(including Persons Foreign Body Corporate)	-	-	-
Sub- Total (A) (2)	0	0	5,00,000	0.53%
Total Shareholding of Promoter & Promoter	3,02,34,045	36.64%	3,87,34,045	40.76%
Group(A)=(A)(l) + (A)(2)
(B) Public Share Holding	-	-	-	-
1.lnstltutlons
Financial institutions/Banks Fils	42,48,431	5.15%	42,48,431	4.47%
Sub- Total (B) (1)	42,48,431	5.15%	42,48,431	4 .47%
2. Centra l /St ate Government	96130	0.12%	96130	0.10%
Sub- Total (B)(2)	96,130	0.12%	96,130	0.10%
3. Non-Institutions
Foreign Nationals	13,69,840	1.66%	13,69,840	1.44%
Foreign BOdies Corporate	91,50,685	11.09%	91,50,685	9.63%
Individual shareholders holding nominal	2,33,03,998	28.24%	2,33,03,998	24.52%
share capital up to RS.2 lakhs
Share holders holding nominal share capital in excess of Rs. 2 l akh	35,24,596	4.27%	60,24,596	6.34%
Any Other (specify)-NRI	35,43,697	4.29%	50,43,697	5.31%
Clearing Member	12,58,646	1.53%	12,58,646	1.32%
Bodies Corporate	52,08,547	6.31%	52,08,547	5.48%
NBFC's registered with RBI	5,85,300	0.71%	5,85,300	0.62%
Trust
Sub- Total (B) (2)	4,79,45,309	58.10%	5,19,45,309	54.67%
(B)·Total Public Shareholding (B)=(B)(l) + (B) (2) + (B)	5,22,89,870	63.36%	5,62,89,870	59.24%
(3) GRAND TOTAL (A+B)	8,25,23,915	100.00%	9,50,23,915	100.00%

For VIVIMED LABS LTD. ~~

VIVIMED LABS LIMITED

[ClN: L02411KA1988PLC00946S)

Regd. Office: PlotNo.7&'A, Kolhar Industrial Area. Bidar - 585403. Karnataka Corporate Office: North End Complex, Road No.2, Banjara Hills,Hyderabad. India - 500034 Tel: +91-40-6608 6608 F +91-40-6608 6699 Email: yugandhar.kopparthi@vivimedlabs.com. website:vivimedlabs.com.

POSTAL BALLOT FORM

Serial No.

Name(s) of Member(s) (including jOint hoidersl if any)

Registered address of the sole/first named Member

Registered Folio No./ OP 10 & Client 10* (*Applicable to Members holding equity shares in dematerialized form)

No. of equity shares held

I/We hereby exercise my/our vote in respect of the following resolution(s) to be passed through postal ballot for the businesses stated in the postal ballot notice of the Company dated August 23, 2018 ("Notice"), by conveying my/our assent or dissent to the said resolution(s) by placing tick (tI') mark at the appropriate boxes below :

Sr. No_	Brief description of the resolutlon(s)	Type of resolution	No. of equity shares	I/We assent to the resolution (FOR)	I/We dissent to the resolution (AGAINST)
1	Sa le of Specialty Chemical Business of the Company	Ordinary
2	To issue Convertible Warrants to Promoter(s) / Promoter Group of the Company on preferential basis	Special
3	To issue Convertible Warrants to Non-Promoter(s)/Non-Promoter Group of the Company on preferential basi s	Special
4	Adoption of new set of Articles of Association as per Companies Act, 2013	Special

Place:

Date:

E-mail address

Contact No.

(Signature of the Member/Authorized Representative)

Last date for receipt of Postal Ballot Form by the Scrutinizer: Thursday, October 11, 2018 by S:OO pm (1ST)

ELECTRONIC VOTING PARTICULARS

The remote e-voting ("E-voting") facility is available at the link: https://www.evot ingindia.com. The E-voting particulars are as set out below:

EVSN (Electronic Voting Sequence Number)	User 10	Password

The E-votlng facility will be available during the following period:

Commencement of E-voting	End of E-voting
Wednesday, September 12, 2018 from 9:30 a.m. (1ST)	Thursday, OCloberll, 2018 at 5:00 p.m. (1ST)

Notes: 1. Pleasereadtheinstructtonsprintedbelowcarelullybeloreexercisingthevotethroughthisform.

1. ForE-votingfaclllty, pleaserefer uProcedureforvotingthroughelectronicmeans^H intheNoticeattached.

2. E-voting shall be disabled at 5:00 p.m. (1ST) on Thursday, Octoberll, 2018.

INSTRUCTIONS

• 1. This ballot form ("Postal Ba llot FormH) is provided for the benefit of Members who do not have access to ('\Ioting facility, 10 enabl!) them 10 send theIr assent or dissent by post for the resolution(s) included in the Notice.
• 1. A Member can opt for only one mode of voting i.e. ei ther through Postal Ballot Form or [ -voting. If a Member casa votes by both modes. then the voting done through E,voting shall prevail and the Postal Sallot Form shall be treated as invalid.
• 1. A Member desiring to eJeerclse vote through Postal Sallot Form should complete the Postal Ballot Form and send it to the Scrutiniler in Ihe encl osed self-addressed postage prepaid business reply envelope properly sealed. The postage will be borne and paid by the Company. [nvel opes cont al/l lng Postal Ballot Form, if sent in person or by cou rier or by registered / speed post at Ihe expense of the Member, will al so be accepted
• 1. The sel f-addressed envelope bears the name of the Scrutinizer appointed by the Soard 0' Directors of Ihe Company and Ihe address where I hI.' Postal Sallot Form needs to be posted.
• S. The PostalSallot Form should be completed and signed by the Member la s per Ihe spec imen Signawre regI stered WIth thr ompa egl~trilf /I. h, ,, { Transfer Agents/Depository Participant). In case of joint holding, the form should be completed and Signed bv Ihe f"51 named Member and In hIs/her absence, by the neJet named Member.
• 1. The vote(s) of a Member will be considered invalid inter alia, on any 01 the following grounds:
• a) The Postal Sallot Form other than the one issued by Ihe Company is used;
• b) The Postal Sallot Form has not been signed by or on behalf of the Member;
• c) The signature of t he Member / authorized representative does not tally with the re cords of th e Company / Re gistrar & Share Transfer Agents / Depository Participant;
• d) The Member has put a tick mark (M ) in both the columns, that is, for "Assent" and also for "Dissent" in respect of the resolutlonls) III such a manner that the aggregate number of shares voted for "Assent" and " Dissent" exceed the total number of shares held;
• e) The Postal Sallot Form is unsigned, incomplete or incorrectly fi lled or not submitted within the prescribed date and time;
• f) The PostalSallot Form, signed in a representative capacity, is not accompanied by a certified true copy of the document granting authority Signed by specific authority;
• g) The Member has made any amendment to the resolution(s) or imposed any condition while exercising the vote ;
• h) The Postal Ballot Form is received torn or defaced or mutilated;
• i) Any competent authority has given directions in writing to the Company to freeze the voting rights of the Member.
• 1. Postal Sallot Forms received after 5:00 p.m. (t5T) on Thursday. October1 1, 2018 will be strictly treated as invalid / as il the reply from the Member has not been received.
• 1. The consent must be accorded by recordin8 the assent in the column HFOR" and dissent in the column "AGAINST ^~bv placing a tIck mark I" ) In the appropriate column.
• 1. Voting rights shall be reckoned on the paid up value of shares registered In the name(~) ollhe Membe(~ a\$ per the Regl le' of Members / Benefi(lill Owners as per the records maintained by the depositories, as on Friday. August 31. 2018.
• 1. In case the equity shares are held by bodies corporate, trusts. societies. etc . or by persons aulhon~ed under power of auorn ev. the o~t ^lBol liot f orm signed in representative capacity must be accompanied by a certified true copy of the resolution 01 the Board of (' tor ^~of th e body corporil l!' concerned or by an attested true copy of the power of attorney authoriling such person. as the ca se mav be. along with the ~pe lm (' ⁿ\$IRnil!Urj> of the said authorized representative or power of attorney holder. If the same is/are already registered With the Company/Re8istrar and Share Transfer Agent/Depository Participant, please quote the registration no. beneath the signature. Where the PostalSaliot Form has been signed by a reprf'~entative of the President of India or by the Governor 01 a State, a certified true copy of the nomination should accompany the Postal Ballot Form.
• 1. The Members are requested not to send any other document along with the Postal Ballot Form in the enclosed sel f addressed envelope as aU such envelopes will be delivered to the Scrutinizer and any eJe traneous paper found in such envelope would be destroyed by the Scrutinizer.
• 1. For obtaining a duplicate form, an eligible Member may write to the Company at its Corporate office / Registrar and Transfer Agents of the Company at M/s Aarthi Consultant Pvt ltd, Unit: Vivimed labs ltd 1-2-285, Domalguda, Hyderabad - 500029, or send an e-mail at info@aarthiconsultants.com or yugandhar.kopparthi@vivimedlabs.com . However, the duly filled in duplicate form should reach within th£' date and time specified above. '
• 1. The Scrutinizer's decision on the validity of postal ballot will be final.