Vivimed Labs Ltd. — Proxy Solicitation & Information Statement 2022

Apr 12, 2022

Date: 12.04.2022

To BSE Limited P.J .Towers, Dalal Street, Mumbai - 400001 BSE - Code : 532660

National Stock Exchange of India Ltd. Exchange Plaza,Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051 NSE- Symbol: VIVIMEDLAB

Dear Sir/Madam,

Subject: Postal Ballot Notice and Calendar of Events for the Postal Ballot Process.

Pursuant to Regulation 30 of the Securities Exchange Board Of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 and in continuation of our letter dated April 12, 2022, this is to inform you that the company has approved the following calendar of events in connection with the Postal Ballot process for seeking consent of the members through Remote E-voting by way of a Special Resolution:

1. Appointment of Ms.Aparna Bidarkar (DIN: 05112945) as an Independent Director of the Company

Sr. No.	Particulars	Schedule
1	Cut-off Date for identification of voting rights of the members.	Friday, April 8, 2022
2	Date and Time of commencement of remote e-voting	Thursday, April 14, 2022 at 9.00 a.m
3	Date and Time of end of remote e-voting	Friday, May 13, 2022 at 5.00 p.m
4	Submission of report by the Scrutinizer	On or before Tuesday, May 17, 2022
5	Date of Declaration of results of voting	On or before Tuesday, May 17, 2022

Kindly note that due to current extra-ordinary circumstances requiring social distancing to combat the spreading of the novel coronavirus ("COVI D-19") and in accordance with the Section 1 08 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with the Companies (Management and Administration) Rules, 2014 (hereinafter referred to as "Rules") (including any statutory modification, amendment or re-enactment thereof for the time being in force) Regulation 44 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation 2015, as amended (SEBI Listing Regulations) and in compliance with General Circular's issued by the Ministry of Corporate Affairs, the voting by members through postal ballot shall take place only through remote e-voting and no physical ballot form will be dispatched by the Company.

We hereby submit the Postal Ballot Notice dated Tuesday, April 12, 2022, which will be dispatched to shareholders on or before Wednesday, April 13, 2022.

The Postal Ballot Notice is available on the website of the Company i.e. www.vivimedlabs.com

You are requested to kindly take the same on your record.

Thanking you. For and on behalf of Vivimed Labs Limited

,

Yug Com n any har Secretary Kopparthi 1\

Vivimed Labs Limited. CIN: L02411KA1988PLC009465 Registered Office: #78/A, Kolhar Industrial Area, Bidar, Karnataka - 585 403, India. T +91 (0) 8482-232045, F +91 10) 8482-232436 Email: contactravivimedlabs.com I www.vivimedlabs.com

Corporate Office: North End, Road No. 2 Banjara Hills, Hyderabad, Telangana - 500 034, India. GSTIN : 36AAACV6060A1ZQ T +91(0) 40-6608-6608, F +91(0) 40-6608-6699

VIVIMED LABS LIMITED

[CIN: L02411KA1988PLC009465] Regd. Office: PlotNo.78/A, Kolhar Industrial Area, Bidar – 585403, Karnataka Corporate Office: North End Complex,4th floor, Road No.2, Banjara Hills, Hyderabad– 500034, Telangana Tel: +91-40-6608 6608 F +91-40-6608 6699, Email: yugandhar.kopparthi@vivimedlabs.com, Website: www.vivimedlabs.com,

NOTICE OF POSTAL BALLOT

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

Dear Shareholder(s),

Notice is hereby given that pursuant to and in compliance with the provisions of Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended from time to time (the "Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India to the extent applicable read with the General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020 and the General Circular No. 39/2020 dated December 31, 2020 ,General Circular No.10/2021 dated June 23, 2021 and General Circular No.20/2021 dated December 8, 2021 in relation to the extension of the framework provided in the aforementioned circulars issued by the Ministry of Corporate Affairs ("MCA Circulars") and pursuant to other applicable provisions of the laws and regulations (including any statutory modification(s) or re-enactment thereof for the time being in force and as amended from time to time), that the Resolutions as set out in this Notice are proposed for approval of the Shareholders of the Company through Postal Ballot by way of voting through electronic means ("remote e-voting").

In compliance with the aforesaid MCA Circulars, this Notice is being sent only through electronic mode to those Shareholders whose email IDs are registered with the Company/Depositories/Registrar and Share Transfer Agent ('RTA'). The shareholders would have the option to vote only through remote e-voting and voting through physical ballot papers will not be provided. Accordingly, the Company is pleased to offer a remote e-voting facility to all its shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the Notes to this postal ballot notice ("Postal Ballot Notice") to cast their vote electronically. Shareholders are requested to cast their vote through the remote e-voting process not later than 5.00 p.m. IST on Friday, May, 13 2022, to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The Board of Directors of the Company, at its meeting held on April 12, 2022 has appointed Mr.N.V.S.S.S.Rao, Practicing Company Secretary (Membership No:5868) Practicing Company Secretary, as the Scrutinizer for conducting the postal ballot only through the remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

The Scrutinizer shall submit his report to the Chairman or any person authorized by him. The results of the Postal Ballot conducted through remote e-Voting process along with the Scrutinizer's Report shall be announced on or before Tuesday, May 17, 2022. The results along with the Scrutinizer's Report shall also be intimated to the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (hereinafter collectively referred to as "Stock Exchanges") where the Equity Shares of the Company are listed and will also be displayed on the Company's website at www.vivimedlabs.com, as well as on the website of CDSL at www.evotingindia.com. The Company will also display the result of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS:

ITEM NO.1: Appointment of Ms.Aparna Bidarkar (DIN: 05112945) as an Independent Director of the Company.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT that pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Ms.Aparna Bidarkar (DIN: 05112945), who was appointed as an Additional Director under the category of Non-Executive Independent Director (Woman) of the Company by the Board of Directors pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a shareholder proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years with effect from February 14, 2022 to February 13, 2027.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By Order of the Board of Directors For Vivimed Labs Limited

Place: Hyderabad Date: 12.04.2022

Sd/- Kopparthi Yugandhar Company Secretary

NOTES :

• 1. The explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act read with Regulation 36 of Listing Regulations and SS-2 stating all material facts and the reasons for the proposals set out in resolutions is annexed herewith and forms a part of the Notice.
• 1. The words," Members" and "Shareholders" are used interchangeably.
• 1. In line with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those shareholders whose names appear on the Register of Members/List of Beneficial Owners as on Friday, April 8, 2022 ("Cut-Off Date") received from Depositories and whose e-mail addresses are registered with the Company/Depositories. The physical copies of the Notice along with the Postal Ballot Forms and pre-paid business reply envelopes are not being sent to the Shareholders for this postal ballot.
• 1. The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") as the agency to provide remote e-Voting facility to the Shareholders of the Company.
• 1. Members may please note that the Postal Ballot Notice will also be available on the Company's website at www.vivimedlabs.com, 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, and shall also be available on the website of CDSL at www.evotigindia.com.
• 1. Members who have not registered their e-mail address/mobile number/PAN are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form may get their e-mail address/mobile number/PAN with Company's RTA by visiting the link: www.aarthicunsultants.com or download FORM ISR1 and FORM ISR2, fill it up completely as per the instructions mentioned on the form and send the hard copy of all forms at Aarthi Consultants Private Limited, Registrar & Share Transfer Agent, 1-2-285, Domalaguda, Hyderabad - 500 029.
• 1. All the material documents referred to in this Notice will be available for inspection electronically until the last date of remote e-Voting. Shareholders seeking to inspect such documents can send an email to yugandhar.kopparthi@vivimedlabs.com. mentioning their names, folio numbers, DP ID, and Client ID.
• 1. Dispatch of the Notice and the Explanatory Statement shall be announced through an advertisement published in one Regional Newspaper, widely circulated in Karnataka (in vernacular language i.e. Samyutka Karnataka ) and one English Newspaper circulated throughout India (in the English Language) and shall be hosted on the Company's website at www.vivimedlabs.com.
• 1. Members whose names will appear in the Register of Members or List of Beneficial Owners as on Friday, April 8, 2022, being the cut-off date, will be entitled to vote on the Resolutions set forth in this Notice and voting rights shall be reckoned on the paid-up value of shares registered in their name on that date. A person who is not a Member on the Cut-off Date should treat this Notice for information purposes.
• 1. Resolutions passed by the shareholders through the postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.
• 1. Shareholders desiring to exercise their vote through the remote e-voting process are requested to read the instructions in the Notes under the section "General information and instructions relating to remote e-voting" in this Postal Ballot Notice.
• 1. The remote e-voting period commences at 9:00 a.m. (IST) on Thursday, April 14, 2022, and ends at 5:00 p.m. (IST) on Friday, May 13, 2022. Shareholders desiring to exercise their vote should cast their vote during this period, to be eligible for being considered failing which it will be strictly considered that no vote has been received from the shareholder.
• 1. The Scrutinizer will submit his report to the Chairman or any person authorised by him after the completion of scrutiny, and the result of the voting by postal ballot through the remote e-voting process will be announced by the Chairman or any person duly authorised by him, on or before Tuesday, May 17, 2022, and will also be displayed on the website of the Company (www.vivimedlabs.com), besides being communicated to the Stock Exchanges, and CDSL.
• 1. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Friday, May 13, 2022, i.e., the last date specified for receipt of votes through the remote e-voting process.

GENERAL INFORMATION AND INSTRUCTIONS RELATING TO REMOTE E-VOTING

A. VOTING THROUGH ELECTRONIC MEANS

a) The remote e-voting facility will be available during the following voting period:

Commencement of remote e-voting	End of remote e-voting
From 9:00 a.m (IST) on Thursday, April 14, 2022	Up to 5:00 p.m. (IST) on Friday, May 13, 2022

• b) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the relevant depository as on the cut-off date, i.e. Friday, April 8, 2022, only shall be entitled to avail the facility of remote e-voting. A person who is not a member as on the cut-off date should treat this notice for information purposes only.
• c) The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be disabled upon expiry of the aforesaid period.
• d) Demat account holders can now cast their votes electronically by way of a single login credential, through their Demat accounts/websites of Depositories / Depository Participants, without having to register again with the E-voting Service Provider (ESP), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in remote e-voting process.
• e) 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 remote e-voting facility.

Pursuant to above said SEBI Circular, Login method for remote e-voting for Individual shareholders holding securities in Demat mode with CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id
Shareholders holding	and password. Option will be made available to reach e-Voting page without any further
securities in Demat	authentication. The URL for users to login to Easi / Easiest are
mode with CDSL	https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on
	Login icon and select New System Myeasi.
	After successful login the Easi / Easiest user will be able to see the e-Voting option for 2.
	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 i.e. CDSL/NSDL/KARVY/LINKINTIME, so
	that the user can visit the e-Voting service providers' website directly.
	If the user is not registered for Easi/Easiest, option to register is available at 3.
	https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	Alternatively, the user can directly access e-Voting page by providing Demat Account 4.
	Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate
	the user by sending OTP on registered Mobile & Email as recorded in the Demat Account.
	After successful authentication, user will be able to see the e-Voting option where the
	evoting is in progress and also able to directly access the system of all e-Voting Service
	Providers.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of 1. 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. 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/IdeasDirectRegjsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// 3. 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.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	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.

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

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

Login type	Helpdesk details
Individual Shareholders holding securities	Members facing any technical issue in login can contact CDSL helpdesk by
in Demat mode with CDSL	sending a request at helpdesk.evoting@cdslindia.com or contact at 022-
	23058738 and 0 22-23058542-43.
Individual Shareholders holding securities	Members facing any technical issue in login can contact NSDL helpdesk by
in Demat mode with NSDL	sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020
	990 and 1800 22 44 30

(i) Login method for remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.
• 2) Click on "Shareholders" module.
• 3) Now enter your User ID
• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

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

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

• 5) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (ii) After entering these details appropriately, click on "SUBMIT" tab.
• (iii) 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.
• (iv) For shareholders holding shares in physical form, the details can be used only for remote e-voting on the resolutions contained in this Notice.
• (v) Click on the EVSN.
• (vi) 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.
• (vii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (viii) 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.
• (ix) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (x) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xi) 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.

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

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required 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 at the email address: csnvss@gmail.com and to the Company at the email address: yugandhar.kopparthi@vivimedlabs.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Process for those shareholders whose email IDs are not registered with the depositories for procuring user ID and password and registration of email IDs for remote e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, Number of Equity Shares held, scanned copy of the share certificate (front and back) along with a self-attested scanned copy of PAN card, self-attested scanned copy of any document (such as AADHAAR card / latest Electricity Bill / latest Telephone/Mobile Bill / Driving License / Passport / Voter ID Card / Bank Passbook particulars) in support of the postal address of the Member as registered against their shareholding, by email to the Company at Yugandhar.kopparthi@vivimedlabs.com or by visiting the email updation link of the Company's Registrar and Share Transfer Agent M/s. Aarthi Consultants Private Limited. at www.aarthiconsultants.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, self-attested scanned copy of PAN card, selfattested scanned copy of Aadhaar Card to the Company at Yugandhar.kopparthi@vivimedlabs.com or register/update the same through respective Depository Participants (DPs). Any such updation effected by the DPs will automatically reflect subsequently in the Company's records. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained in `Login method for remote evoting for Individual shareholders holding securities in demat mode.'

Alternatively, a member may send an e-mail request to helpdesk.evoting@cdslindia.com.for obtaining User ID and Password by proving the details mentioned in Point (1) or (2) as the case may be.

If you have any queries or issues regarding remote e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014.

Item No.1: Appointment of Ms.Aparna Bidarkar (DIN: 05112945) as an Independent Director of the Company.

The Board of Directors of the Company, on the recommendation of the Nomination & Remuneration Committee, appointed Ms.Aparna Bidarkar (DIN: 05112945) as an Additional Director under the category of Non-Executive Independent Director for a term of 5 (five) consecutive years from February 14, 2022 to February 13, 2027, not liable to retire by rotation, subject to the approval of shareholders. In the Board Meeting held on April 12, 2022, the Board decided to seek approval of the same from the shareholders through Postal Ballot under Section 110 of the Companies Act, 2013 (the "Act").

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms.Aparna Bidarkar will hold office up to the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1C) of the Listing Regulations, the Company is required to obtain approval of shareholders for the appointment of an Independent Director at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The Company has also received from Ms.Aparna Bidarkar (i) consent to act as Director, if appointed, in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014, (ii) disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that she is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013, (iii) declaration to the effect that she meets the criteria of independence as prescribed under Section 149 of the Act, Rules thereunder and under the Listing Regulations.

The Company has received notice under Section 160 of the Act from a shareholder proposing the candidature of Ms.Aparna Bidarkar for the office of Independent Director of the Company.

In the opinion of the Board of Directors, Ms.Aparna Bidarkar fulfills the conditions specified in the Act, Rules, and Listing Regulations, for her appointment as an Independent Director of the Company. She is independent of management and possesses the appropriate skills, experience, and knowledge required for the discharge of her duties as an Independent Director. Her vast knowledge and varied experience will be of immense value to the Company. Accordingly, the Board considers that the appointment of Ms.Aparna Bidarkar would be of immense benefit to the Company.

Copy of the letter of appointment of Ms.Aparna Bidarkar setting out the terms and conditions of appointment shall be available for inspection by the Members electronically. Members seeking to inspect the same are requested to follow the procedure mentioned in the Notes to this Postal Ballot Notice.

Ms.Aparna Bidarkar shall be paid remuneration by way of sitting fees for attending meetings of the Board or Committees thereof and reimbursement of expenses for participating in such meetings.

Pursuant to Regulation 25(2A) of Listing Regulations the appointment of Ms.Aparna Bidarkar is subject to the approval of shareholders by way of Special Resolution. The Board of Directors recommends the Special Resolution as set out at item no.1 for approval of shareholders of the Company.

Except Ms.Aparna Bidarkar, being the appointee, none of the other Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out.

A brief profile of Ms.Aparna Bidarkar is given below:

Ms.Aparna Bidarkar, Post Graduate in Architecture & P.G. Diploma in Project Management NICMAR, is the Consultant relating to healthcare, retail, housing, Technology driven infrastructure facilities-with large number of private and government clientele like APSRTC, APTDC, TSMSIDC, ICSI,GHMC etc..

Additional information in respect of Ms. Aparna Bidarkar, pursuant to the provisions of (i) Listing Regulations and (ii)Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India is annexed to this Notice.

By Order of the Board of Directors For Vivimed Labs Limited

Place: Hyderabad Date: 12.04.2022

Sd/- Kopparthi Yugandhar Company Secretary

Details of Directors seeking appointment

[Pursuant to the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India]

Name of the Director	Ms. Aparna Bidarkar
Date of Birth / Age	12/10/1972 / 50 years
DIN	05112945
Nationality	Indian
Date of the first appointment on the Board	14/02/2022
Terms and Conditions of Appointment	Appointed as an Independent Director for a period of 5 (five) consecutive years, not liable to retire by rotation, from February 14, 2022 to February 13, 2027.
Remuneration last drawn (including sitting fees,	As per Explanatory Statement
if any) /Remuneration proposed to be paid
Relationship with other Directors, Manager and Key Managerial Personnel of the Company	None
Qualification(s)	Post Graduate in Architecture P.G. Diploma in Project Management NICMAR
Experience and expertise in the specific functional area	25 years experience in consulting relating to healthcare, retail, housing, Technology driven infrastructure facilities-with large number of private and government clientele like APSRTC, APTDC, TSMSIDC, ICSI,GHMC etc.,
Skills and capabilities required for the role and the manner in which the proposed Independent Director meets such requirements	Ms. Aparna Bidarkar, has sufficient breadth of skills in areas of Administration, strategy formulation, and Management. The Company believes that her skills, knowledge, and experience on the Board will complement the effective functioning of the Company.
List of Directorship in	1. LATTICE PROJEX PRIVATE LIMITED
other companies	2. HUE DESIGNERS PRIVATE LIMITED
List of Membership/ Chairmanship of Committees of other companies (Includes only Audit & Stakeholders' Relationship Committee)	NIL
Listed entities from which the Director has resigned in the past three years	NIL
Number of shares held in the Company	NIL
Number of meetings of the Board attended during the Financial year	1