Vivo Bio tech Ltd. — AGM Information 2023

Sep 8, 2023

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September 08, 2023

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 Scrip Code: 511509

Dear Sir/Madam,

Subject : Notice of 36[th] Annual General Meeting (AGM) of the Company for financial year 2022-2023

Please find enclosed the Notice convening 36[th] Annual General Meeting of the Members of Vivo Bio Tech Limited for the financial year 2022-2023 scheduled to be held on Saturday, September 30, 2023 at 03:00 PM (IS T) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM).

The above said notice is also made available on the website of the Company at www.vivobio.com.

This is for your information and records.

Thanking You,

For Vivo Bio Tech Limited

Digitally signed by Jyotika Aasat Jyotika Aasat Date: 2023.09.08 20:36:30 +05'30' Jyotika Aasat Company Secretary Encl. as above

Registered Office: , 3[rd] Floor, Ilyas Mohammed Khan Estate, 8-2-672/5&6, Road No.1, Banjara Hills, Hyderabad - 500034, Telangana, India; Address of Preclinical Research Facility: Sy.No.349/A, Pregnapur Village, Gajwel Mandal, Siddipet District, Telangana, INDIA; Pin:502311 Email Id: Investors@vivobio.com Phone# 040-23313288 Website: www.vivobio.com; CIN: L65993TG1987PLC007163

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL SECTION

VIVO BIO TECH LIMITED

Registered Office: 03[rd] Floor, Ilyas Mohammed Khan Estate, #8-2-672/5 & 6, Road No.1, Banjara Hills, Hyderabad, Telangana – 500034. CIN: L65993TG1987PLC007163 Phone No: 040 4819 9999 Email: investors@vivobio.com Website: www.vivobio.com

NOTICE OF ANNUAL GENERAL MEETING

To the Members of

Vivo Bio Tech Limited

Notice is hereby given that the 36[th] Annual General Meeting of the Members of the Vivo Bio Tech Limited will be held on Saturday, September 30, 2023, at 03.00 P.M. IST through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”), to transact the following businesses:

ORDINARY BUSINESS:

Item No.1:

To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, the Report of the Auditors’ thereon and the Report of the Board of Directors . To consider and if deemed fit, to pass with or without modification(s), the following resolution as an “ Ordinary Resolution ”:

“RESOLVED THAT the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the reports of the Directors and Auditors thereon placed before the 36[th] Annual General Meeting be and are hereby received, considered, approved and adopted”.

Item No.2:

“RESOLVED THAT pursuant to the provisions of sections 149, 150 and 152 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act, as amended from time to time and Regulation 16(1) (b), 17, 25 and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) or re-enactment thereof for the time being in force, and on recommendation of the Nomination and Remuneration Committee and the Board of Directors of the

Company, Mr. Shyam Sunder Tipparaju, DIN: 07167885 , who has been appointed as an Additional Director and designated as “Non-Executive and Independent Director” of the Company by the Board of Directors with effect from August 31, 2023, pursuant to Section 161 of the Act and the Articles of Association of the Company and who has submitted a declaration that he meets the criteria of Independence as provided under the Act and the Listing Regulations, be and is hereby appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for an initial term of five (5) consecutive years with effect from August 31, 2023 to August 30, 2028.”

To appoint a Director in place of Mr. M. Kalyan Ram (DIN 02012580) who retires by rotation, and being eligible, offers himself for re-appointment.

To consider and if deemed fit, to pass with or without modification(s), the following resolution as an “ Ordinary Resolution ”:

“RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. M. Kalyan Ram (DIN 02012580), who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS:

By Order of the Board For Vivo Bio Tech Limited

Place: Hyderabad Jyotika Aasat Date: August 31, 2023 Company Secretary

Corporate Identification Number (CIN) L65993TG1987PLC007163

Item No.3:

Appointment of Mr. Shyam Sunder Tipparaju, DIN: 07167885 as an Independent Director of the Company.

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

Registered Office:

03[rd] Floor, Ilyas Mohammed Khan Estate, #8-2-672/5 & 6, Road No.1, Banjara Hills, Hyderabad, Telangana – 500034. E-mail Id: investors@vivobio.com Website: www.vivobio.com

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Notes:

1. Pursuant to the Ministry of Corporate Affairs (“MCA”) Circular No. 11/2022 dated December 28, 2022, 2/2022 dated May 5, 2022, 02/2021 dated January 13, 2021 read with General Circulars No’s 20/2020 dated May 05, 2020, 17/2020 dated April 13, 2020, 14/2020 dated April 08, 2020 and also Securities and Exchange Board of India (“SEBI”) Circular dated January 05, 2023, May 13, 2022, January 15, 2021 and May 12, 2020 (collectively referred hereinafter to as “the Circulars”), the Companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the 36[th] AGM of the Company is being held through VC.

2. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per Section 103 of the Companies Act, 2013.

3. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.

4. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of him and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed hereto.

5. Corporate Members entitled to appoint authorized representatives are requested to send a duly certified copy of Board Resolution authorizing their representative(s) to attend and vote at the AGM, pursuant to Section 113 of the Companies Act, 2013 (“the Act”).

6. An Explanatory Statement under Section 102(1) of the Act is annexed hereto.

7. As required by Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, the relevant details of Directors seeking appointment or re-appointment at this AGM is annexed hereto.

8. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Act and all other documents referred in notice will be available electronically for inspection by members during the Annual General Meeting (AGM). Members seeking to inspect such documents can send an email to investors@vivobio.com.

9. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the

10. commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Statutory Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

11. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the 36[th] AGM has been uploaded on the website of the Company at www.vivobio.com and on the RTA website http:// aarthiconsultants.com/. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of Central Depository Services (India) Limited (CDSL) (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia. com.

12. In compliance with the Ministry of Corporate Affairs (MCA) General Circular No. 11/2022 dated December 28, 2022, Circular No. 2/2022, dated May 05, 2022, Circular No. 17/2020 dated April 13, 2020, and SEBI Circular dated January 05, 2023, the Financial Statements including Board Report, Auditors Report and other documents required to be attached therewith (together referred to as Annual Report), the Annual Report for Financial Year ended March 31, 2023 and Notice of the 36[th] AGM are being sent in electronic mode to members whose email address is registered with the Company or the Depository Participant(s) and has also been uploaded on the website of the Company at www. vivobio.com.

13. Updation of Email-Address: Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to Aarthi Consultants Private Limited, the Company’s Registrar and Share Transfer Agent (RTA) at info@aarticonsultants.com. Members holding shares in dematerialised mode are requested to register / update their email addresses with their Depository Participants.

Process for those Shareholders whose Email/Mobile No. are not registered with the Company/Depositories/RTA

• For Physical shareholders - Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to RTA at their email id - info@ aarthiconsultants.com.

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

• For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

13. Record Date:

The Register of Members and the Share Transfer Books of the Company will remain closed from Sunday, September 24, 2023 to Saturday, September 30, 2023 (both days inclusive) for the purpose of 36[th] Annual General Meeting.

1. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to, Aarthi Consultants Private Limited, RTA for consolidation into a single folio.

15. Submission of PAN:

The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market by March 31, 2023, and linking PAN with Aadhaar vide its circular dated November 3, 2021 and December 15, 2021. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Aarthi Consultants Private Limited (RTA) at investors@vivobio.com or info@aarthiconsultants.com respectively. The forms for updating the same are available at http://www.vivobio.com/kyc_Documents.php. In case a holder of physical securities fails to furnish these details or link their PAN with Aadhaar before the due date, our registrars are obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the registrar / the Company shall refer such securities to the Administering Authority under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money Laundering Act, 2002.

16. Share Transfer permitted only in Demat:

As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. Hence, the Members holding shares in physical form are requested to consider converting their holdings in the dematerialized form. The Members who are desirous to convert their physical holdings into dematerialized form, may contact the Depository Participant of their choice.

17. Nomination:

As per the provisions of Section 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company’s Registrar and Share Transfer Agents. In respect of shares held in demat form, the nomination form may be filed with the respective Depository Participant.

18. E-Voting:

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and Vide MCA & SEBI Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the 36[th] AGM. For this purpose, the Company has entered into an agreement with Aarthi Consultants Private Limited (RTA) and Central Depository Services (India) Limited (CDSL) for facilitating Virtual AGM & voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL. The instructions for remote e-voting are available in serial number 23 of this notice .

19. E-Voting Period:

Members holding shares either in physical or dematerialized form, as on cut-off date, i.e. as on Saturday, September 23, 2023 , may cast their votes electronically. The e-voting period commences on Tuesday, September 26, 2023 (9:00 a.m. IST) and ends on Friday, September 29, 2023 (5:00 p.m. IST) . The e-voting module will be disabled by CDSL thereafter. A member will not be allowed to vote again on any resolution on which vote has already been cast. The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e. as on Saturday, September 23, 2023 . A person who is not a member as on the cut-off date is requested to treat this Notice for information purposes only.

20. Voting at AGM:

The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM. The instructions for remote e-voting are available in serial number 24 of this notice .

1. Any person holding shares in physical form, and nonindividual shareholders who acquire shares of the Company and become members of the Company after the Notice is

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sent and holding shares as of the cut-off date, i.e. Saturday, September 23, 2023 , may obtain the login ID and password by sending email to CDSL. However, if he / she is already registered with CDSL for remote e-voting, then he / she can use his / her existing user ID and password for casting the vote. In case of individual shareholders holding securities in demat mode, who acquire shares of the Company and become members of the Company after the Notice is sent and holding shares as of the cut-off date i.e. Saturday, September 23, 2023 , may follow steps mentioned in the Notice under ‘ Instructions for e-voting ’.

22. Scrutinizers Report:

Mr. G. Vinay Babu, Practicing Company Secretary, is appointed as the Scrutinizer to scrutinize the e-voting in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman of the Company (“the Chairman”) or to any other person authorized by the Chairman after the completion of the scrutiny of the e-voting (votes cast during the AGM and votes cast through remote e-voting), not later than 48 hours from the conclusion of the AGM. The result declared along with the Scrutinizer’s report shall be communicated to the stock exchanges, CDSL and RTA, and will also be displayed on the Company’s website, www.vivobio.com.

23. Instructions for Remote E-Voting are as under:

• i. The voting period begins on Tuesday, September 26, 2023 (9:00 a.m. IST) and ends on Friday, September 29, 2023 (5:00 p.m. IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, i.e. Saturday, September 23, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii. In terms of the provisions of Section 108 and Section 110 of the Companies Act, 2013 (the Act) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (hereinafter called “the Rules” for the purpose of this section of the Notice) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with General Circular No. 14/2020 dated April 08, 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, the General Circular No. 39/2020 dated December 31, 2020, General Circular No. 02/2021 dated January 13, 2021 the General Circular

• No. 10/2021 dated June 23, 2021, the General Circular No. 20/2021 dated December 08, 2021, the General Circular No. 03/2022 dated May 05, 2022 and General Circular No. 11/2022 dated December 28, 2022 issued by Ministry of Corporate Affairs (“MCA Circulars”), the Company is providing facility to exercise votes on the item of business given in the Notice through electronic voting system only, to members holding shares as on Saturday, September 23, 2023 (End of Day) being the Cut-off date fixed for determining voting rights of members, entitled to participate in the E-voting process, through the Evoting platform provided by CDSL.

• iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 09, 2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

• v. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

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

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Type of shareholders Login Method
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Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	1) 2) 3) 4)	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginorvisit www. cdslindia.comand 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 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. 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww. cdslindia.comhome page or click onhttps://evoting.cdslindia.com/Evoting/ EvotingLoginThe 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.
Individual Shareholders holding securities in demat mode with NSDL	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https:// eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation 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 duringthe remote e-Voting period.

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• vii. 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.

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

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

• ix. Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form .

• The shareholders should log on to the e-voting website www.evotingindia.com.

• Click on “Shareholders” module.

• 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.

• 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.

• 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.

  • Bank Details OR Date of Birth Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded (DOB) 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.

• After entering these details appropriately, click on “SUBMIT” tab.

• 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.

• For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• Click on the EVSN for the relevant on which you choose to vote.

• 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.

• Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will

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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.

• Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• 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.

• x. Additional Facility for Non – Individual Shareholders and Custodians – For Remote E-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 and to the Company at the email address viz; cs.gvinay@gmail.com with a copy marked to investors@vivobio.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the Scrutinizer to verify the same.

• Instructions for Shareholders attending the AGM through VC/OAVM & E-Voting during Meeting are as under:

• i. The procedure for attending meeting & e-Voting on the day of the AGM is same as per the instructions mentioned above for Remote e-voting.

• ii. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will

be displayed after successful login as per the instructions mentioned above for Remote e-voting.

• iii. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

• iv. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

• v. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• vi. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• vii. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

• viii. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

• ix. If you have any queries or issues regarding attending AGM & 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.

• x All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, (CDSL), A Wing, 25[th] 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.

25. Speaker Registration:

• i. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 (seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investors@vivobio.com. The shareholders who do

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VIVO BIO TECH LIMITED ANNUAL REPORT 2022-23

• not wish to speak during the AGM but have queries may send their queries in advance 7 (seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investors@vivobio.com. These queries will be replied to by the Company suitably by email.

• ii. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

26. General Information:

• i. The Company’s equity shares are Listed at - BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai400001, Maharashtra, India; and the Company has paid the Annual Listing Fees to the said Stock Exchange for the year 2022 -2023.

• ii. Members are requested to send all communication relating to shares (Physical and Electronic) to the Company’s Registrar and Share Transfer Agent at Aarthi Consultants Private Limited (Unit: VIVO BIO TECH LIMITED), 1-2-285, Domalguda, Hyderabad - 500029, Telangana State, India, Email: info@aarthiconsultants. com.

• iii. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. September 30, 2023. Members seeking to inspect such documents can send an email to investors@vivobio.com.

• iv. The Certificate from the Secretarial Auditor of the Company under SEBI (Share Based Employee Benefits

and Sweat Equity) Regulations, 2021 as amended, will be available for inspection by the shareholders and is also available on the website of the Company at www. vivobio.com.

• v. In accordance with the MCA’s “Green Initiative in Corporate Governance” allowing companies to share documents with its shareholders in the electronic mode and related amendments to the Listing Agreement with the Stock Exchanges, the Company is sharing all documents with shareholders in the Electronic mode, wherever the same has been agreed by the shareholders. Shareholders are requested to support this green initiative by registering/ updating their e-mail.

By Order of the Board For Vivo Bio Tech Limited

Place: Hyderabad Jyotika Aasat Date: August 31, 2023 Company Secretary

Corporate Identification Number (CIN) L65993TG1987PLC007163

Registered Office:

03[rd] Floor, Ilyas Mohammed Khan Estate, #8-2-672/5 & 6, Road No.1, Banjara Hills, Hyderabad, Telangana – 500034. E-mail Id: investors@vivobio.com Website: www.vivobio.com

39

CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL SECTION

ANNEXURE – 1 TO NOTICE OF AGM

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

As required under Section 102(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and the SEBI Regulations, this Explanatory Statement contains relevant and material information, as detailed herein, to enable the Members to consider for approval of the Resolution No. 3.

Item No. 3:

Appointment of Mr. Shyam Sunder Tipparaju, DIN: 07167885 as an Independent Director of the Company:

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Shyam Sunder Tipparaju, DIN: 07167885 as an Additional Director designated as Non-Executive and Independent Director of the Company, with effect from August 31, 2023, pursuant to Sections 149, 150 and 161 of the Act read with Schedule IV thereto and the Articles of Association of the Company.

In terms of Section 161 of the Act, Mr. Shyam Sunder Tipparaju, holds office upto the date of the ensuing Annual General Meeting of the Company. However, pursuant to Regulation 17 and 25 of Listing Regulations, the Company shall ensure that approval of shareholders for his appointment at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the appointment of Mr. Shyam Sunder Tipparaju, is being proposed for the approval of the members at the 36[th] Annual General Meeting.

The Company has received from Mr. Shyam Sunder Tipparaju-

• a) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules 2014;

• b) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act; and

• c) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of Listing Regulations.

• In the opinion of the Board of Directors, Mr. Shyam Sunder Tipparaju, Independent Director proposed to be appointed, fulfils the conditions specified in the Act and the Rules made thereunder and the Listing Regulations for an Independent Director and he is independent of the Management. He

does not hold any share in the Company in his individual capacity or on a beneficial basis for any other person. A copy of the draft letter of appointment of Mr. Shyam Sunder Tipparaju, as an Independent Director setting out the terms and conditions of appointment including his entitlement to sitting fees, commission and others shall be available for inspection by the Members electronically. Members seeking to inspect the same can send an email to investors@vivobio. com.

The resolution seeks the approval of the shareholders by way of a Special Resolution for the appointment of Mr. Shyam Sunder Tipparaju, as an Independent Director of the Company to hold office for an initial period of five (5) consecutive years commencing with effect from August 31, 2023, to August 30, 2028, not liable to retire by rotation.

The Board/Nomination and Remuneration Committee reviewed/evaluated the balance of skills, knowledge and experience on the Board and identified the role and capabilities required of an Independent Directors and considers that appointment of Mr. Shyam Sunder Tipparaju, with this experience and expertise will be of immense value addition to the Company.

A brief resume and other details, as required pursuant to the Regulation 36 (3) of the Listing Regulations and Secretarial Standards-2, is detailed herein below.

The Board commends the Special Resolution set out in the Notice for approval by the shareholders.

Memorandum of Interest:

Except Mr. Shyam Sunder Tipparaju, being the appointee, none of the other Directors or Key Managerial Personnel of the Company or their relatives are interested or concerned, financially or otherwise in the aforesaid Special Resolution.

Mr. Shyam Sunder Tipparaju is not related to any of the Directors or Key Managerial Personnel of the Company.

Brief Profile and other details, as required pursuant to the Regulation 36 (3) of the Listing Regulations and Secretarial Standards-2 are given below:

Mr. Shyam Sunder Tipparaju, aged 65 years has completed his MBBS from Gandhi Medical College in 1983, a MD from NTR Medical University in 1987 and Post Doctoral Critical Care in 1993-94.

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VIVO BIO TECH LIMITED ANNUAL REPORT 2022-23

Mr. Shyam Sunder Tipparaju – “Believes in Medicine as a scientific discipline based on humanism”. He has over 30 years of quantifiable experience in Critical Care and 10 years of experience in handling Healthcare Operations of large Super Speciality Hospitals. He has been practicing Critical Care for the last 3 decades and is responsible for conceptualizing to Inceptualization of three major corporate Hospitals in Hyderabad. He is also Certified for Good Clinical Practice by NIDA Clinical Trials Network.

He is also

• Chairman – Telangana Chamber of Commerce and Industries-Medical and Health Fellow of Telangana Academy of Sciences

• Fellow - Indian College of Critical Care Medicine 2018

• Chairperson - ISCCM Hyderabad Chapter 2012-17

• Member - Academic council – College of Teachers Education (AMS) Osmania University

• Secretary - Indian College of Critical care medicine 2021 - 2025

He has won Legend in Critical Care Award in 2022, APJ Abdul Kalam Excellency Award in 2017, Best Teacher Award - ISCCM in 2017 and Awarded Eminent Citizen of India - Gold Medal in 1997.

• Heading various committees

• Implementation of patient safety programs

• To provide professional medical direction

• Oversee performance of staff

• Research activities, CME, medical audit

• Manpower planning, recruitment and credentialing

• Formulate business promotion

• Coordination of medical and administrative policies

• Responsible for accreditation of hospitals

• Complete supervision of medical operations

• Review of customer satisfaction surveys

• To provide professional medical direction

• Research activities, CME, medical audit

CERTIFICATIONS AND PUBLICATIONS:

• Certified for Good Clinical Practice by NIDA Clinical Trials Network

• Author of Book – Blood Gas Analysis, 4[th] Edition. 2020

• Chapters in text book of Anesthesia

• Chapters in ICU Protocol Book.

He has worked as Chairman – Medical Care of Galen Medicare Private Limited since 2020 to till date and previously had worked as Director of Thumbay Hospital, Hyderabad from 2015-2020 and as Medical Director of Continental Hospital Hyderabad from 2011-2015.

• Chapters in critical care year book 2017/18/21/22/23

• Guide for DNB Anesthesiology - Hyderabad

• Teacher for IDCCM

• External examiner NIMS Hyderabad

CORE COMPETENCIES AND MANAGERIAL SKILLS:

• Vision, Strategy & Leadership Healthcare Operations 360* Medical Services

• Clinical Services - Critical Care Medicine

• Business Operations | Revenue Enhancement

• Hospital P&L Management

• Budgeting & Forecasting

• C Level Authority

• Interface

• Business Capitalization Strategies

• Turnaround & Growth Strategist

• Executive Advisory | Decision Support

• Policies to improve medical management

• Assist in compliance of medical bylaws

• To ensure standards of ethical medical practices

• Complete supervision of medical operations

• Faculty of EMRI, Hyderabad.

• PI for various clinical trials.

• Participant in various international studies.

• Publications in various journals.

He is appointed as an Additional Director of the Company designated as “Non- Executive Independent Director of the Company with effective from August 31, 2023 and shall hold office for a period of five (5) consecutive years from August 31, 2023 to August 30, 2028 as proposed in the resolution, not liable to retire by rotation.

He shall be entitled to sitting fees for attending the meetings of the Board and its committee(s), if any and such commission as approved by the Board within the limits prescribed under the Act and approved by the members of the Company. He is not related to any Director or KMP of the Company and does not hold any share in the Company in his individual capacity or on a beneficial basis for any other person. He has not resigned as a Director on listed entities in the past three years and the details of his other Directorships / Memberships of Committees are given below:

• Review of customer satisfaction surveys

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL SECTION

Particulars

Name of Director	Mr. Shyam Sunder Tipparaju
Designation	Non-Executive- Independent Director
DIN	07167885
Date of Birth	September 09,1958
Date of Initial Appointment	Nil
Qualifcations:	MD,PDCC and FICCM
Expertise in Specifc Functional Areas:	He has over 30 years of quantifable experience in Critical Care and 10 years of experience in handling Healthcare Operations of large Super Speciality Hospitals. He has been practicing Critical Care for the last 3 decades and is responsible for conceptualizingto Inceptualization of three major corporate Hospitals in Hyderabad.
Number of shares held in the Company	Nil
Relationshipbetween directors inter-se	There is no relationshipwith other directors on the board.

Details of Directorship and Chairmanship/Membership in Audit Committee and Stakeholders Relationship Committee:

Name of Company	Chairmanship/ Directorship	Committee	Chairman/ Member
Virinchi Limited	Independent Director	Nil	Nil

*Note:

• a. Includes only public limited companies & Section 8 companies as defined in the Companies Act, 2013.

• b. He has not resigned as a Director on listed entities in the past three years.

By Order of the Board For Vivo Bio Tech Limited

Place: Hyderabad Date: August 31, 2023

Jyotika Aasat Company Secretary

Corporate Identification Number (CIN) L65993TG1987PLC007163

Registered Office:

03[rd] Floor, Ilyas Mohammed Khan Estate, #8-2-672/5 & 6, Road No.1, Banjara Hills, Hyderabad, Telangana – 500034. E-mail Id: investors@vivobio.com Website: www.vivobio.com

42

VIVO BIO TECH LIMITED ANNUAL REPORT 2022-23

ANNEXURE – 2 TO NOTICE OF AGM

Statement provided pursuant to the provisions of Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India.

Name of the Director	Mr. M. Kalyan Ram
Director Identifcation Number(DIN)	02012580
Date of Birth & Age	24/06/1978,45 Years
Nationality	Indian
Qualifcations	MBA
Profle/Expertise in Specifc Functional Areas	Mr. M. Kalyan Ram has 20 plus years of experience in the feld of Accounting,Finance and Administration.
Relationship between other Directors, Manager and Other KMP’s of the Company	He is not related to any Directors, Manager and Other KeyManagerial Personnel of the Company.
Nature of appointment (Appointment/ re-appointment)	Re-appointment in terms of Section 152(6) of the Companies Act,2013.
Date of Appointment at current designation/ Date of frst appointment on the Board	26/11/2009
Remunerationproposed to bepaid	H9,00,000/-per annum
Number of Meeting of the Board attended during the fnancial year (2022- 2023)	7/7
Names of listed entities in which the person also holds the directorship in other Companies	NIL
Directorships held in other public Companies (Excluding Foreign companies and Section 8 Companies)	NIL
Memberships/Chairmanships of Committees of other public Companies (Includes OnlyAudit Committee and Stakeholder’s RelationshipCommittee	NIL
Number of shares held in the Company	NIL

By Order of the Board For Vivo Bio Tech Limited

Place: Hyderabad Date: August 31, 2023

Jyotika Aasat Company Secretary

Corporate Identification Number (CIN) L65993TG1987PLC007163

Registered Office:

03[rd] Floor, Ilyas Mohammed Khan Estate, #8-2-672/5 & 6, Road No.1, Banjara Hills, Hyderabad, Telangana – 500034. E-mail Id: investors@vivobio.com

Website: www.vivobio.com