Vivanza Biosciences Ltd

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.

Financial results and director disclosures

• Approved unaudited standalone and consolidated financial results for quarter ended 30 June 2026 with Limited Review Report.
• Noted disclosure of interest from Directors under Section 184 of the Companies Act, 2013.
• Noted intimation of disqualification under Section 164 of the Companies Act, 2013.
• Noted Independent Directors’ declarations confirming independence as per Section 149(7) CA2013 and Regulation 25(8) SEBI LODR.

Meeting Details

• Board meeting on August 1, 2026 at 3:30 PM at the registered office, Ahmedabad.

Key Agenda Items

• Unaudited standalone and consolidated financial results for quarter ended June 30, 2026, with limited review report.
• Take note of Disclosure of Interest and Intimation under Section 164 of the Companies Act, 2013.
• Declarations from Independent Directors under Section 149(7) of the Companies Act, 2013.

Other Notes

• Trading window closed until 48 hours after declaration of Audited Financial Results for quarter/year ended 30 June 2026.

Auditor opinion

• Statutory auditors Shivam Soni & Co issued an unmodified opinion on Vivanza's FY2026 audited results.
• Opinion covers the quarter and year ended March 31, 2026.
• Auditors were M/S Shivam Soni & Co, Ahmedabad (FRN: 152477W).
• Declaration filed under Regulation 33(3)(d) of SEBI LODR.
• Date of filing: 11 July 2026.

Appointment details

• Vishal Sureshbhai Katarmal has been appointed Company Secretary and Compliance Officer.
• Effective from 09 July 2026.
• The reason for change is appointment of Company Secretary and Compliance Officer.
• Brief profile: ACS 78544; Associate Member of ICSI with experience in Companies Act and Listing Regulations.
• No relationships with directors or promoters.
• No other governance roles disclosed.