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Company Information

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VIVO BIO TECH LTD.

17 April 2026 | 12:00

Industry >> Bio Technology

Select Another Company

ISIN No INE380K01017 BSE Code / NSE Code 511509 / VIVOBIOT Book Value (Rs.) 57.07 Face Value 10.00
Bookclosure 30/09/2024 52Week High 45 EPS 4.52 P/E 6.49
Market Cap. 47.26 Cr. 52Week Low 20 P/BV / Div Yield (%) 0.51 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors' have great pleasure in presenting the 38th Annual Report and the Audited Financial Statements (Standalone & Consolidated)
for the Financial Year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS: (H In Lakhs)

Particulars

Consolidated

Standalone

2024-2025

2023-2024

2024-2025

2023-2024

Total Income

5,147.74

4,549.01

5,147.74

4,491.94

Profit before finance cost, Depreciation & Amortization, Taxation

2,531.41

2,112.92

2,560.22

2,112.35

Less: Finance Cost

750.44

777.79

750.44

777.79

Depreciation & Amortization Expenses

901.67

929.08

901.68

929.08

Profit Before Tax

879.30

406.05

908.11

405.48

Less: Tax Expenses

151.04

153.42

151.04

153.26

Profit After Tax

728.26

252.63

757.08

252.23

2. STATE OF AFFAIRS/COMPANY'S PERFORMANCE:
REVENUES:

The total income of the Company for the financial year
2024-2025 comprises operating revenues of H4,667.25 Lakhs as
against H4,488.05 Lakhs in financial year 2023-2024.

PROFITS:

Profit before Tax (PBT) stood at H908.11 Lakhs as against
H405.48 Lakhs for the previous year. Profit after Tax (PAT) stood
at H757.08 Lakhs as against H 252.23 Lakhs for the previous year.

3. OUTLOOK:

The financial year 2024-2025 witnessed an increase in
revenues. We are planning for the growth momentum across
our business segments in financial year 2025-2026. We will
continue ramping up our investments in portfolio expansion
to secure our future growth.

4. RESERVES AND SURPLUS:

During the year the Company has transferred an amount of
H757.08 Lakhs to Reserves and Surplus.

5. DIVIDEND:

Your directors did not recommend any dividend on shares for
the financial year 2024-2025.

6. CONSOLIDATED FINANCIAL RESULTS:

Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015
and the Companies Act, 2013, ("the Act"), the consolidated
financial statements prepared as per Companies Act, 2013 and
applicable Accounting Standards, duly audited forms part of
the Annual Report.

As required under the provisions of section 129 of the Act, read
with Rule 5 of Companies (Accounts) Rules, 2014, a statement
showing the salient features of the financial statements of the
subsidiaries, associates and joint ventures in form AOC - 1 is
enclosed as "
ANNEXURE - A" to this Report.

The financial statements of the subsidiary companies will be
made available to the members of the Company on request
and will also be kept for inspection at the Registered Office of
the Company.

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES:

The Company has the following four (4) Wholly
Owned Subsidiaries:

i. Vivo Bio Labs Private Limited

ii. Vivo Bio Discovery Services Private Limited

iii. Surlogic Life Consultancy Private Limited

iv. Vivo Bio Consulting Services Private Limited (formerly
known as Donakanti Consulting Services Private Limited)

No Company ceased to be a Subsidiary of the Company during
the year.

The Company does not have any Associates and Joint
Ventures companies.

8. PERFORMANCE OF SUBSIDIARY, ASSOCIATE
AND JOINT VENTURE COMPANIES:

As per Rule 8 of Company's (Accounts) Rules, 2014, the brief
details on the financial performance of subsidiaries, associates
and joint venture companies along with their contribution to
the overall performance of the Company are given below:

i. VIVO BIO LABS PRIVATE LIMITED (VBLPL):

VBLPL, a wholly owned subsidiary of the Company, earned
total revenue of H Nil for the year ended March 31, 2025
and Profit after Tax was H -7.38 lakhs

ii. VIVO BIO DISCOVERY SERVICES PRIVATE LIMITED
(VBDSPL):

VBDSPL, a wholly owned subsidiary of the Company,
earned total revenue of H Nil for the year ended March 31,
2025 and Profit after Tax was H -7.00 lakhs.

iii. SURLOGIC LIFE CONSULTANCY PRIVATE LIMITED
(SLCPL):

SLCPL, a wholly owned subsidiary of the Company, earned
total revenue of H Nil for the year ended March 31, 2025
and Loss after Tax was H -9.10 Lakhs.

iv. VIVO BIO CONSULTING SERVICES PRIVATE
LIMITED (VBCSPL):

VBCSPL, formerly known as Donakanti Consulting
Services Private Limited, a wholly owned subsidiary of the
Company, earned total revenue of H Nil for the year ended
March 31,2025 and Profit after Tax was H -5.32 lakhs

9. MATERIAL SUBSIDIARY:

The Company does not have any material subsidiary as per the
thresholds laid down under the Listing Regulations.

The Company has adopted a policy for determining material
subsidiary, in line with the requirements of the Listing
Regulations. The Policy on Material Subsidiary is available on
the website of the Company at http://www.vivobio.com/vivo/
investor_relations?page=policies.

10. BOARD AND COMMITTEES:

i. BOARD OF DIRECTORS:

Your Company is managed and controlled by a Board
comprising an optimum blend of Executive and Non¬
Executive Directors. As on March 31, 2025, the Board
of Directors comprises of Six (6) Directors consisting
of a three (3) Whole-time Directors and Three (3) Non¬
Executive Directors out of which Two (2) are Independent
Directors including one (1) Woman Director and one (1)
of them is Chairman of the Company. The composition of
the Board is in conformity with Regulation 17 of Listing
Regulations and the relevant provisions of the Act. The
Directors possess requisite qualifications and experience
in general corporate management, strategy, finance,
engineering, information technology and other allied
fields which enable them to contribute effectively to the
Company in their capacity as Directors of the Company.

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of
the Companies Act, 2013 and the Company's Articles
of Association, Dr. Sankaranarayanan Alangudi (DIN:
02703392), Director retires by rotation at the forthcoming

Annual General Meeting and, being eligible offers himself
for re-appointment.

The brief profile(s) of the director(s) seeking appointment/
re-appointment at the ensuing Annual General Meeting
is/are presented in the Annual Report.

iii. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the
Independent Directors of the Company confirming that
they continue to meet the criteria of independence as
prescribed under sub-section (6) of section 149 of the
Companies Act, 2013 and under Regulation 16 (1) (b) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same were taken on record by
the Board.

iv. REGISTRATION OF INDEPENDENT DIRECTORS IN
INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been
registered and are members of Independent Directors
Databank maintained by Indian Institute of Corporate
Affairs (IICA).

v. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

On their appointment, Independent directors are
familiarized about the Company's operations and business.
Interaction with the Business Heads and key executives
of the Company is also facilitated. Detailed Presentations
on the business of each of the Processes are made to the
directors. Direct Meetings with the Chairperson are further
facilitated for the new appointee to familiarize about the
Company/its businesses and the group practices.

Pursuant to Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations,
2015, the Company shall familiarize the Independent
Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry
in which the Company operates, business model of the
Company, etc., through various programmes.

Accordingly, your Company arranged technical sessions to
familiarize the Independent Directors, the details of which
are disclosed on the website of the Company at http://
www.vivobio.com/vivo/investor_relations?page=policies.

vi. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Board has carried
out evaluation of its own performance, the performance
of Committees of the Board, namely Audit Committee,
Stakeholders Relationship Committee and Nomination
and Remuneration Committee and also the Directors
individually. The manner in which the evaluation was
carried out and the process adopted has been mentioned
out in the Corporate Governance Report.

vii. DIRECTORS' RESPONSIBILITY STATEMENT:

As required pursuant to the provisions of Section 134(3)
(c) and 134(5) of the Act , the Directors' Responsibility
Statement is enclosed as "
ANNEXURE - B" to this Report
and forms part of the Report.

viii. BOARD MEETINGS:

During the financial year 2024-2025, Seven (7) Board
Meetings were held, the details of which are given in
the Corporate Governance Report. The further details on
the meetings of Board, Committees, composition and
the attendance of directors/members, and Meetings
of Independent Directors are detailed in the Corporate
Governance Report.

ix. COMMITTEES OF THE BOARD:

The details of the constitution of Committees of the board
and their meetings thereof are detailed in the Corporate
Governance Report.

x. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) of the Company as
on March 31,2025 are -

a. Mr. M. Kalyan Ram, Whole Time Director,

b. Dr. Sankaranarayanan Alangudi, Whole Time Director

c. Mr. Sri Kalyan Kompella, Whole Time Director & Chief
Financial Officer

d. Mr. A V Kiran, Company Secretary

11. AUDIT AND AUDITORS:

i. STATUTORY AUDITORS AND THEIR REPORT:

M/s P Murali & Co, Chartered Accountants were appointed
as Statutory Auditors from the conclusion of 35th Annual
General Meeting to be held on September 28, 2022 until
the conclusion of the 40th Annual General Meeting of the
Company to be held in the year 2027.

The Auditors' Report is unmodified i.e. it does not
contain any qualification, reservation or adverse remark
or disclaimer.

The observation made in the Auditors' Report read
together with relevant notes thereon are self-explanatory
and hence, do not call for any further comments under
Section 134 of the Companies Act, 2013.

ii. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors had appointed Mr. G. Vinay Babu,
Practicing Company Secretary, as Secretarial Auditor to
undertake the Secretarial Audit of your Company for the
financial year 2024-2025. The Report of the Secretarial
Audit is annexed as "
ANNEXURE - C

The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark or disclaimer.

In terms of Regulation 24A of the Listing Regulations,
there is no material unlisted subsidiary incorporated in
India. Hence, there is no requirement of a secretarial audit
for any of the Company's subsidiaries in India.

iii. COST AUDITOR AND MAINTENANCE OF COST
RECORDS:

The maintenance of Cost Records as specified by Central
Government under section 148(1) of Companies Act, 2013
is not applicable to the Company and accordingly the
Company is not required to appoint a Cost Auditor for the
financial year 2024-2025.

iv. INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013 and
the relevant Rules, M/s. LVS Prasad Rao & Associates,
Chartered Accountants, Rep by CA. K.L.V.S Prasad Rao,
Chartered Accountant, Hyderabad, is the Internal Auditor
of the Company. The Internal Auditor directly reports to
the Audit Committee.

12. PARTICULARS OF EMPLOYEES:

A statement comprising the names of top 10 employees in
terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration
in terms of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not
being sent along with this annual report to the members of
the Company in line with the provisions of Section 136 of
the Companies Act, 2013. No employee was in receipt of
remuneration more than the limit prescribed under Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. Members who are
interested in obtaining these particulars may write to the
Company Secretary at the Registered Office of the Company.
The aforesaid information will be available for inspection by
Members at the Registered Office of the Company, 21 days
before and up to the date of the ensuing Annual General
Meeting during the business hours on working days.

13. DISCLOSURE OF REMUNERATION:

The Disclosure required under Section 197(12) of the Act
read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed
as "
ANNEXURE - D" and forms an integral part of this Report.

14. REMUNERATION POLICY:

On the recommendation of the Nomination and Remuneration
Committee, the Board has, framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. Salient features of the Remuneration Policy are
set out in the Corporate Governance Report. The Remuneration
Policy is available on the Company's website at http://www.
vivobio.com/vivo/investor_relations?page=policies.

15. DETAILS OF EMPLOYEE STOCK OPTION SCHEME:

Disclosures pursuant to Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014 and a certificate issued by the Secretarial
Auditor of the Company, pursuant to Regulation 13 of the
Securities Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, is available on
the website of the Company at www.vivobio.com.

16. GOVERNANCE POLICIES:

At Vivo, we strive to conduct our business and strengthen
our relationships in a manner that is dignified, distinctive and
responsible. We adhere to ethical standards to ensure integrity,
transparency, independence and accountability in dealing with
all stakeholders. Therefore, we have adopted various codes and
policies to carry out our duties in an ethical manner. Some of
these codes and policies are:

i. Code of Conduct

ii. Code of Conduct for Prohibition of Insider Trading

iii. Whistle Blower Policy

iv. Code of Conduct for Board of Directors and Officers of
Senior Management

v. Policy for determining materiality for disclosure

vi. Document Retention and Archival Policy

vii. Sexual Harassment Policy

The link for accessing the above policies is http://www.vivobio.

com/vivo/investor_relations?page=policies

17. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which
is applicable to the Members of the Board and all employees in
the course of day to day business operations of the Company.
The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and
the Board has laid down the directives to counter such acts. The
code laid down by the Board is known as "
Code of Business
Conduct
" which forms an Appendix to the Code.

The Code is available on Company's website in the
following link: http://www.vivobio.com/vivo/investor_

relations?page=policies.

The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors
and the designated employees in their business dealings
and in particular on matters relating to integrity in the work
place, in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the
reporting structure.

All the Board Members and the Senior Management personnel
have confirmed compliance with the Code. All Management
Staff were given appropriate training in this regard.

18. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention
of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares by

the Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window
is closed. The Board is responsible for implementation of
the Code.

All Board Directors and the designated employees have
confirmed compliance with the Code for the financial year.

Pursuant to the SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, which is effective from April
01, 2019, the Board has formulated a Code of Conduct to
regulate, monitor and report trading by insiders and the Board
has also adopted a code of practices and procedures for fair
disclosure of unpublished price sensitive information.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance
of fraud and mismanagement, if any. In staying true to our
values of Strength, Performance and Passion and in line with
our vision, the Company is committed to the high standards
of Corporate Governance and stakeholder responsibility. The
Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be
meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into
the complaints raised. The Committee reports to the Audit
Committee and the Board. Whistle Blower Policy is posted on
Company's website in the following link http://www.vivobio.
com/vivo/investor_relations?page=policies.

20. SEXUAL HARASSMENT POLICY:

The Company as required under the provisions of "The Sexual
Harassment of women at Workplace (Prohibition, prevention
and Redressal) Act, 2013 has framed a policy on Prohibition,
Prevention and Redressal of Sexual Harassment of women
at workplace and matters connected therewith or incidental
thereto. Internal Complaints Committee (ICC) has been set up
to redress complaints received regarding sexual harassment. All
employees (Permanent, Contractual, temporary, trainees) are
covered under this policy. During the financial year 2024-2025,
no incidents of sexual harassment was reported.

21. RISK MANAGEMENT:

Currently, the Company's risk management approach
comprises of the following:

i. Governance of Risk

ii. Identification of Risk

iii. Assessment and control of Risk

The risks are being identified by a detailed study. Senior
Management are analyzing and working in mitigating them
through co-ordination among the various departments.

Your Company puts in place the risk management framework,
which helps to identify various risks cutting across its business
lines. The risks are identified and are discussed by the
representatives from various functions.

Presentation to the Board of Directors and the Audit
Committee is made on risk management. The Board and
the Audit Committee provides oversight and review the risk
management policy periodically.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

Your Company has in place adequate systems of internal
control commensurate with its size and the nature of its
operations. These have been designed to provide reasonable
assurance with regard to recording and providing reliable
financial and operational information, complying with
applicable statutes, safeguarding assets from unauthorized
use or losses, executing transactions with proper authorization
and ensuring compliance of internal policies. The Company
has a well-defined delegation of power and defined limits for
approving revenue as well as capital expenditure. Processes
for formulating and reviewing annual and long term business
plans have been laid down to ensure adequacy of the control
system, adherence to the management instructions and
legal compliances.

23. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the
financial year were on an arm's length basis and were in the
ordinary course of business. There were no materially significant
related party transactions with the Company's Promoters,
Promoter Group, Directors, Senior Management Personnel or
their relatives, which could have had a potential conflict with
the interests of your Company. Please see the details of the
same in form AOC-2 which is enclosed as "
ANNEXURE - E".

Further all Related Party Transactions are placed before the
Audit Committee for approval. Prior omnibus approval for
normal Company transactions is also obtained from the
Audit Committee for the related party transactions which
are of repetitive in nature as well as for the normal Company
transactions which cannot be foreseen and accordingly the
required disclosures are made to the Committee on quarterly
basis in terms of the approval of the Committee.

Your Directors have on the recommendations of the Audit
Committee, adopted a policy to regulate transactions between
your Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act 2013, the Rules
made thereunder and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirement)
Regulations, 2015. The Policy on Related Party Transaction is
available on the Company's website at http://www.vivobio.
com/vivo/investor_relations?page=policies.

None of the Directors had any pecuniary relationship or
transactions with the Company, except the payments made to
them in the form of remuneration, sitting fee and commission.

24. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The particulars of conservation of energy, technology
absorption, foreign exchange earnings and outgo, as
prescribed under Sub-section (3)(m) of Section 134 of the Act,
read with Companies (Accounts) Rules, 2014, are enclosed as
"
ANNEXURE - F" to this Report and form part thereof.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act,
2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 made thereunder, is not applicable to the
Company during the financial year 2024-2025.

26. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013, the Annual Return of the Company
as on March 31, 2025, is available on the website of the
Company at http://www.vivobio.com/vivo/investor_relations/
finacialdata?page=annual_returns.

27. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

The Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act are given
in the notes to Financial Statements forming a part of this
Annual report.

28. BANKS AND FINANCIAL INSTITUTIONS:

Your Company is prompt in making the payment of interest and
repayment of loans to the financial institutions / banks. Banks
and Financial Institutions continue their unstinted support in
all aspects and the Board records its appreciation for the same.

There was no instance of one time settlement with any Bank/
Financial Institution.

29. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public
falling within the ambit of Section 73 of the Act read with
Companies (Acceptance of Deposits) Rules, 2014 and no
amount of principal or interest was outstanding as on the
Balance Sheet date.

30. TRANSFER OF UNCLAIMED DIVIDEND AND
CORRESPONDING EQUITY SHARES:

Pursuant to the provisions of Companies Act, 2013, there is no
unclaimed dividend amount due and corresponding equity
shares for transfer to Investor Education and Protection Fund
(IEPF).

31. HEALTH, SAFETY AND ENVIRONMENT:

The Company considers it is essential to protect the earth and
limited natural resources as well as the health and wellbeing of
every person.

The Company strives to achieve safety, health and
environmental excellence in all aspects of its business activities.
Acting responsibly with a focus on safety, health and the
environment is a part of the Company's DNA.

32. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report highlighting
the industry structure and developments, opportunities and
threats, future outlook, risks and concerns, etc., is provided
separately in the Annual Report and forms part of this
Directors' Report.

33. BUSINESS RESPONSIBILITY REPORT:

Pursuant to the Regulation 34 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Business Responsibility Report is not
applicable to the Company for the financial year 2024-2025.

34. CORPORATE GOVERNANCE REPORT:

A separate report on Corporate Governance is enclosed as
"
ANNEXURE - G" as a part of the Annual Report along with the
certificate from the Statutory Auditor on its compliance.

35. CEO AND CFO CERTIFICATION:

The annual certification given by the Whole Time Director and
Chief Financial Officer of the Company is published in this
Annual Report as "
ANNEXURE - H".

36. ANNUAL SECRETARIAL COMPLIANCE REPORT:

A Secretarial Compliance Report for the financial year ended
March 31,2025, on compliance of all applicable SEBI Regulations
and circulars / guidelines, issued by Mr. G. Vinay Babu, Practicing
Company Secretary, was submitted to BSE Limited.

37. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of your Company
during the year under review.

38. LISTING AT STOCK EXCHANGES:

The equity shares of your Company continue to be listed and
traded on the BSE Limited (BSE).

39. SHARE CAPITAL AND CHANGES IN CAPITAL
STRUCTURE:

i. AUTHORIZED SHARE CAPITAL:

During the financial year under review, there Authorized
Capital of the Company remained H 20 Crores.

ii. PAID-UP SHARE CAPITAL:

The Paid-up Share Capital of the Company as on March 31, 2025 is H 17,16,48,160/- divided into 1,71,64,816 Equity Shares of H 10
each fully paid up.

Particulars

As at March 31, 2025

As at March 31, 2024

Equity Shares

Number of
Shares

Amount in H

Number of
Shares

Amount in H

(a) Authorized Share Capital:

Equity Shares of H10/-each

2,00,00,000

20,00,00,000

2,00,00,000

20,00,00,000

b) Issued, Subscribed and Fully Paid Up Share
Capital:

Equity Shares of H 10/- each

1,71,64,816

17,16,48,160

1,49,03,520

14,90,35,200

iii. RECONCILIATION OF SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THE REPORTING PERIOD:

Particulars
Equity Shares

As at March 31, 2025

As at March 31, 2024

Number of
Shares

Amount in H

Number of
Shares

Amount in H

Shares outstanding at the beginning of the year

1,49,03,520

14,90,35,200

1,49,03,520

14,90,35,200

Add: Issued and Allotted during the year

a. Shares allotted under ESOP Scheme 2016

12,25,000

10,36,296

1,22,50,000

1,03,62,960

Nil

Nil

Nil

b. Shares allotted on conversion of warrants

Nil

Total (a b)

22,61,296

2,26,12,960

Nil

Nil

Less: Shares bought back during the year

Nil

Nil

Nil

Nil

Shares outstanding at the end of the year

1,71,64,816

17,16,48,160

1,49,03,520

14,90,35,200

iv. TERMS/RIGHTS AND RESTRICTIONS ATTACHED
TO THE EQUITY SHARES:

The Company has only one class of Equity Shares having
a face value of H10/-. Each Shareholder is eligible for one
vote per every share held.

40. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and Company's operation in future.

41. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review,
which required the Auditors to report to the Audit Committee
and / or Board under Section 143(12) of the Act and the rules
made there under.

42. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI).

43. INSOLVENCY AND BANKRUPTCY CODE:

There are no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year.

44. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

ii. Issue of shares (including sweat equity shares) to
employees of your Company under any scheme save and
except ESOS referred to in this Report.

iii. There were no material changes commitments affecting
the financial position of your Company between the end
of financial year and the date of this report.

45. CAUTIONARY STATEMENT:

Statements in this Board's Report and Management Discussion
and Analysis Report describing the Company's objectives,
projections, estimates, expectations or predictions may be
"forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors
that could make difference to the Company's operations
include Human Resources availability, changes in Government
regulations, Tax regimes, economic developments within India
and the countries in which the Company conducts business
and other ancillary factor.

46. ACKNOWLEDGMENTS:

Your directors would like to place on record their appreciation
of support, co-operation and assistance received from the
Company's clients, Central Government and State Government
authorities, bankers, shareholders and suppliers. The board
wishes to convey its appreciation for hard work, solidarity,
cooperation and support put in by the Company's employees
at all levels in enabling such growth.

For and on behalf of the Board of Directors

M Kalyan Ram Sri Kalyan Kompella

Place: Hyderabad Whole Time Director Whole Time Director & CFO

Dated: August 26, 2025 DIN: 02012580 DIN: 03137506