Vivanza Biosciences Ltd

Vivanza Biosciences Limited — Closure of Trading Window from Thursday, 1st October, 2026 till the expiry of 48 hours after the declaration of the Unaudited Financial Results for the quarter ending 30th September, 2026

AGM Details

• Date and time: 11 September 2026, 3:30 PM IST.
• Mode: VC/OAVM.
• Remote e-voting: 8–10 September 2026, 09:00–17:00 IST.
• AGM-eVoting conducted during meeting.

Resolutions put to vote

• Resolution 1 – Ordinary: Adoption of audited financial statements.
• Resolution 2 – Ordinary: Reappointment of director by rotation.
• Resolution 3 – Ordinary: Regularization of H. A. Parikh as Non-Executive Director.
• Resolution 4 – Ordinary: Approval of material related party transactions for FY 2026-27.
• Resolution 5 – Special: Adoption of new Memorandum of Association.
• Resolution 6 – Special: Adoption of new Articles of Association.
• Resolution 7 – Ordinary: Increase in borrowing limits (Section 180(1)(c)).
• Resolution 8 – Ordinary: Investments/loans/guarantees under Section 186.
• Resolution 9 – Ordinary: Loans/financial assistance to related parties under Section 185.

Voting Results

• Resolution 1: Passed; 4,903,154 in favor.
• Resolution 2: Passed; 4,903,104 in favor, 267 against.
• Resolution 3: Passed; 4,803,154 in favor, 217 against.
• Resolution 4: Passed; 44,532 in favor, 217 against.
• Resolution 5: Passed; 4,903,154 in favor.
• Resolution 6: Passed; 4,903,154 in favor.
• Resolution 7: Passed; 4,903,104 in favor, 267 against.
• Resolution 8: Passed; 4,903,104 in favor, 267 against.
• Resolution 9: Passed; 4,903,154 in favor.

Directors and Major Changes

• Parikh regularized as Non-Executive Non-Independent Director.
• Mehta reappointed as Director liable to retirement by rotation.

Auditors

• No auditor changes disclosed.

Related Party Transactions

• Material related party transactions approved for FY 2026-27.

Other Material Approvals

• New Memorandum of Association adopted (Special).
• New Articles of Association adopted (Special).
• Borrowing limits increased (Ordinary).
• Investments/loans/guarantees approved (Ordinary).
• Loans/guarantees to related parties under Section 185 approved (Ordinary).

agm details

• 44th AGM held on 11 September 2026 at 3:30 PM via VC/OAVM.
• Remote e-voting open 8 Sep 2026 9:00 AM to 10 Sep 2026 5:00 PM.
• Voting allowed during AGM up to 15 minutes after conclusion.
• Cut-off date for voting eligibility: 04 September 2026.

resolutions

• Item 1 (Ordinary): Adoption of audited standalone and consolidated financial statements for FY2026.
• Item 2 (Ordinary): Re-appointment of Jayendra Mehta by rotation.
• Item 3 (Special): Regularize Additional Director H.A. Parikh as non-executive non-independent director.
• Item 4 (Special): Approve material related party transactions for FY2026-27.
• Item 5 (Special): Adopt a new Memorandum of Association.
• Item 6 (Special): Adopt a new Articles of Association.
• Item 7 (Special): Increase in borrowing limits under Section 180(1)(c).
• Item 8 (Special): Investments, loans, guarantees, letters of comfort, and security under Section 186.
• Item 9 (Special): Approve loans and guarantees where directors are interested under Section 185.

voting results

• Item 1: outcome not disclosed in this filing.
• Item 2: outcome not disclosed in this filing.
• Item 3: outcome not disclosed in this filing.
• Item 4: outcome not disclosed in this filing.
• Item 5: outcome not disclosed in this filing.
• Item 6: outcome not disclosed in this filing.
• Item 7: outcome not disclosed in this filing.
• Item 8: outcome not disclosed in this filing.
• Item 9: outcome not disclosed in this filing.

directors

• Regularization of Additional Director H.A. Parikh as non-exec non-independent director.
• Re-appointment of Jayendra Mehta by rotation.

auditors

• No changes announced for statutory, secretarial, or cost auditors.

AGM Details

• 44th AGM held on Fri, 11 Sep 2026 at 3:30 PM via VC/OAVM.
• Voting eligibility cut-off: 4 Sep 2026.
• Remote e-voting period: 8 Sep 2026 9:00 AM to 10 Sep 2026 5:00 PM.
• Voting during AGM available up to 15 minutes after conclusion.
• Meeting duration: 3:30 PM to 3:55 PM.
• Scrutinizer appointed for remote e-voting and AGM voting.

Resolutions Presented

• Adoption of audited standalone and consolidated financial statements.
• Re-appointment of director retiring by rotation.
• Regularization of Additional Director as Non-executive Non-Independent.
• Approval of material related party transactions for the year.
• Adoption of new Memorandum of Association.
• Adoption of new Articles of Association.
• Increase in borrowing limits under Section 180(1)(C).
• Investments, loans, guarantees, and security under Section 186.
• Advance of loans/guarantees to interested directors.

Voting Status

• Voting results pending; combined results to be announced within 48 hours.

AGM notice and voting details

• Notice issued for 44th AGM; remote e-voting facility and cut-off date announced.
• AGM scheduled Sept 11, 2026 at 03:30 PM IST via VC/OAVM.
• Annual Report 2025-26 and AGM notice dispatched to shareholders electronically.
• E-voting window: Sept 8-10, 2026; cut-off date Sept 4, 2026.
• Members on record with registered email are eligible; NSDL e-voting access provided.

AGM & Notice

• 44th AGM on 11 September 2026 at 3:30 PM via VC/OAVM
• Notice and Annual Report sent electronically to registered shareholders
• Notice also available on Vivanza website

Financial snapshot

• Standalone revenue 11,234.04 L; PAT 37.50 L; PBT 51.79 L; EPS 0.09
• Consolidated revenue 11,591.06 L; PAT 39.44 L; EPS 0.10
• Foreign exchange earnings 668.36 L; no forex outgo
• No dividend declared for the year

Capital & liquidity

• Standalone borrowings 749.90 L; equity 400 L; net debt 748.12 L
• Consolidated borrowings 1,019.18 L; net debt 1,012.65 L; cash 6.53
• Standalone current ratio 1.20; consolidated 1.13
• Standalone debt-equity 1.71; consolidated 2.34

Subsidiaries & investments

• Wholly owned subsidiary: Vivanza Lifesciences Private Limited
• Subsidiary revenue 367.95; PAT 1.94; share capital 100
• 100% equity stake in Vivanza Lifesciences Private Limited

Related party transactions

• Ordinary resolutions to approve material RPTs up to Rs 100 crore for 2026-27
• Annexure-A lists 27 related parties
• Vivanza Lifesciences Pvt. Ltd.: loan granted 1.21; recovery 19.92; purchases 260.85; sales 110.34

Governance & audit

• H.A. Parikh appointed Non-Executive Non-Independent Additional Director from 18 Jun 2026
• Chaitra Arora resigned as Company Secretary on 30 Apr 2026
• Vishal Katarmal appointed Company Secretary 9 Jul 2026
• CFO: Jainil Bhatt; Independent Directors: Rina Kumari, Hitesh Rijwani; Sarang Pathak
• Statutory auditors: Shivam Soni & Co; Secretarial auditors: Chintan Patel & Associates
• Audit committee met 4 times in 2025-26
• Audit trail reporting feature not implemented per audit opinion

Management view & risk

• Industry outlook: Indian pharma growth driven by domestic demand and exports
• Opportunities in contract manufacturing and digital automation
• Risks: regulatory changes, FX volatility, supply chain
• Outlook: expand product portfolio, improve efficiency, pursue alliances
• CSR not applicable; CSR policy on website

Key board decisions

• Director's Report, Secretarial Audit Report, and annexures for FY 2025-26 approved.
• 44th AGM to be convened; draft Notice with day, date, time, venue approved.
• Chintan K. Patel appointed Scrutinizer for e-voting and poll.
• Cut-off date fixed at 04 September 2026 for member eligibility.
• Adoption of new MoA and AoA aligned with Companies Act 2013.
• Seeking member approval for material related party transactions in FY 2026-27.
• Seeking member approval under Section 180(1)(c) to increase borrowing limits.
• Seeking member approval for financial transactions including loans/guarantees/securities under Section 185.
• Seeking member approval under Section 186 for investments, loans, guarantees, or securities beyond prescribed limits.

Meeting Details

• Board meeting scheduled on 17 August 2026 at the Company's registered office.

Key Agenda Items

• Approve Director's Report and Secretarial Audit Report for FY 2025-26.
• Convene and approve the draft Notice of the 44th AGM.
• Appoint Mr. Chintan K. Patel as Scrutinizer for e-voting and polls.
• Fix Sep 04, 2026 as cut-off date to determine AGM attendees.
• Adopt Memorandum and Articles of Association per Companies Act, 2013.
• Seek approval for borrowings under Section 180(1)(c) of the Companies Act.
• Seek approval for proposed transactions under Section 185.
• Seek approval for investments, loans, guarantees, or securities under Section 186.

Other Notes

Non-applicability details

• Purpose: Confirms non-applicability of deviation/variation statement since no funds were raised.
• Mode: No fund-raising activity occurred.
• Amount raised: No funds raised; no date applicable.
• Deviation/variation: Not applicable; no deviation or variation reported.
• Monitoring: Not involved.
• Utilisation: Not applicable as no funds were raised.