Annual Report 2024-2025

BOARD OF DIRECTORS

Mr. Madhusudhan Yadamakanti Reddy Managing Director (w.e.f. 03.10.2024) Ms. Prasanna Lakshmi Venna Whole-Time Director (w.e.f. 10.01.2025)

Mr. Viswa Prasad Sadhanala Director (w.e.f. 10.01.2025)

Mr. Sasikanth Paritala Independent Director (w.e.f. 23.01.2025)

Mr. Veeraiah Chowdary Kolla Independent Director (w.e.f. 23.01.2025)

Mr. Girish Muktevi Independent Director (w.e.f. 23.01.2025)

Mr. Veerareddy Vallapureddy Independent Director (till 23.01.2025)

Ms. Aruna Madishetti Independent Director (till 10.01.2025)

Mr. Anuj Bajpai Whole-Time Director (till 10.01.2025)

Ms. Padmaja Kalyani Sadhanala Non-Executive Director (till 29.05.2024)

KEY MANAGERIAL PERSONNEL

Mr. Hari Prasad Avula Chief Financial Officer (w.e.f. 10.01.2025)

Mr. Chilam Srikanth Chief Financial Officer (till 10.01.2025)

Mr. Dhruv Viswanath Todi Company Secretary (w.e.f. 10.01.2025)

Mr. Anand Lohia Company Secretary (till 04.09.2024)

REGISTERED OFFICE:

H. No. 8-2-269/S/43, Plot No. 43

Sagar Co-operative Housing Society Road No. 2, Banjara Hills Khairatabad, Hyderabad

Telangana - 500034

E-mail: cs@vilinbiomed.co.in Web: https://www.vilinbiomed.co.in Tel No.: 040-7961 8843

MANUFACTURING UNIT:

Unit-II, Khasra No. 85, Madhopur Village, Roorkee Haridwar

Uttarakhand

STATUTORY AUDITORS

M/s PPKG & Co Chartered Accountants

SECRETARIAL AUDITORS

M/s Kashinath Sahu & Co Practicing Company Secretaries

REGISTRAR & SHARE TRANSFER AGENTS (RTA)

M/s Bigshare Services Private Limited #306, 3rd Floor, Right Wing, Amrutha Ville Somajiguda, Rajbhavan Road

Hyderabad - 500082, Telangana

E-mail: bsshyd@bigshareonline.com Web: https://www.bigshareonline.com

LISTING

Listed on NSE SME Board (EMERGE Platform)

BANKERS TO THE COMPANY

Punjab National Bank ICICI Bank

Notice is hereby given that the Nineteenth Annual General Meeting of the Members of M/s Vilin Bio Med Limited ("the Company") will be held on Saturday, August 30, 2025 at 3:00 P.M. (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") to transact following business mentioned below:

Ordinary Business

1. To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the Report of the Directors and Auditors thereon and in this regard, to give assent or dissent to the following Resolution as an Ordinary Resolution:

   "RESOLVED THAT the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025 including the Audited Balance Sheet as at March 31, 2025 the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon, be and are hereby received, considered and adopted."

   Special Business

2. Appointment of Mr. Sasikanth Paritala (DIN: 08407277) as an Independent Director of the Company

   To consider and, if thought fit, to pass with or without modification, the following Resolution as Special Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152, Schedule-IV and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded for appointment of Mr. Sasikanth Paritala (DIN: 08407277) who was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company by the Board of Directors with effect from January 23, 2025, and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing his candidature for the office of a Director, as an Independent Director, not liable to retire by rotation, to hold office for a term of five consecutive years i.e., from January 23, 2025 up to January 22, 2030."

   "RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as required, expedient and desirable for the purpose of giving effect to the Resolution."

3. Appointment of Mr. Veeraiah Chowdary Kolla (DIN: 09741691) as an Independent Director of the Company

   To consider and, if thought fit, to pass with or without modification, the following Resolution as Special Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152, Schedule-IV and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded for appointment of Mr. Veeraiah Chowdary Kolla (DIN: 09741691)who was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company by the Board of Directors with effect from January 23, 2025, and who has submitted a declaration that he meets the criteria of independence under Section

   149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing his candidature for the office of a Director, as an Independent Director, not liable to retire by rotation, to hold office for a term of five consecutive years i.e., from January 23, 2025 up to January 22, 2030."

   "RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as required, expedient and desirable for the purpose of giving effect to the Resolution."

4. Appointment of Mr. Girish Muktevi (DIN: 10709464) as an Independent Director of the Company

   To consider and, if thought fit, to pass with or without modification, the following Resolution as Special Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152, Schedule-IV and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded for appointment of Mr. Girish Muktevi (DIN: 10709464)who was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company by the Board of Directors with effect from January 23, 2025, and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing his candidature for the office of a Director, as an Independent Director, not liable to retire by rotation, to hold office for a term of five consecutive years i.e., from January 23, 2025 up to January 22, 2030."

   "RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as required, expedient and desirable for the purpose of giving effect to the Resolution."

5. Appointment of Mr. Madhusudhan Yadamakanti Reddy (DIN: 10862263) as Managing Director of the Company

   To consider and, if thought fit, to pass with or without modification, the following Resolution as Special Resolution:

   "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule-V and all other applicable provisions of the Companies Act, 2013 (Act) and relevant Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) or any statutory modification(s) or reenactment(s) thereof, the Articles of Association of the Company and pursuant to the recommendation and approval respectively of the Nomination and Remuneration Committee and the Board of Directors of the Company, Consent of the Shareholders of the Company be and is hereby accorded to the appointment of Mr. Madhusudhan Yadamakanti Reddy (DIN: 10862263), as Managing Director of the Company for a term of five consecutive years, effective from October 3, 2024 on terms and conditions of appointment and remuneration as set out in the Explanatory Statement annexed hereto, which shall be deemed to form part hereof, with liberty to the Board to vary the terms and conditions of the said appointment including remuneration, as may be mutually agreed, from time to time, without being required to seek further approval of the Members of the Company or otherwise to the end intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution."

   "RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as required, expedient and desirable for the purpose of giving effect to the Resolution."

6. Appointment of Ms. Prasanna Lakshmi Venna (DIN: 10862263) as Whole-Time Director of the Company

   To consider and, if thought fit, to pass with or without modification, the following Resolution as Special Resolution:

   "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule-V and all other applicable provisions of the Companies Act, 2013 (Act) and relevant Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) or any statutory modification(s) or reenactment(s) thereof, the Articles of Association of the Company and pursuant to the recommendation and approval respectively of the Nomination and Remuneration Committee and the Board of Directors of the Company, Consent of the Shareholders of the Company be and is hereby accorded to the appointment of Ms. Prasanna Lakshmi Venna (DIN: 10862263), as Whole-Time Director of the Company for a term of five consecutive years, effective from January 23, 2025 on terms and conditions of appointment and remuneration as set out in the Explanatory Statement annexed hereto, which shall be deemed to form part hereof, with liberty to the Board to vary the terms and conditions of the said appointment including remuneration, as may be mutually agreed, from time to time, without being required to seek further approval of the Members of the Company or otherwise to the end intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution."

   "RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as required, expedient and desirable for the purpose of giving effect to the Resolution."

7. Appointment of Mr. Viswa Prasad Sadhanala (DIN: 08068933) as Director of the Company

   To consider and, if thought fit, to pass with or without modification, the following Resolution as Special Resolution:

   "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule-V and all other applicable provisions of the Companies Act, 2013 (Act) and relevant Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) or any statutory modification(s) or reenactment(s) thereof, the Articles of Association of the Company and pursuant to the recommendation and approval respectively of the Nomination and Remuneration Committee and the Board of Directors of the Company, Consent of the Shareholders of the Company be and is hereby accorded to the appointment of Mr. Viswa Prasad Sadhanala (DIN: 08068933), as Director of the Company, liable to retire by rotation, on terms and conditions of appointment and remuneration as set out in the Explanatory Statement annexed hereto, which shall be deemed to form part hereof, with liberty to the Board to vary the terms and conditions of the said appointment including remuneration, as may be mutually agreed, from time to time, without being required to seek further approval of the Members of the Company or otherwise to the end intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution."

   "RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as required, expedient and desirable for the purpose of giving effect to the Resolution."

8. Appointment of M/s Kashinath Sahu & Co, Practicing Company Secretaries as the Secretarial Auditors of the Company

   To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Sections 179 and 204, and any other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment thereof) and in terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended from time to time, M/s Kashinath Sahu & Co, be and are hereby appointed as Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from Financial Year 2025-2026 till Financial Year 2029-2030, on such remuneration and on such terms and conditions as may be decided by the Board of Directors in consultation with

   the Secretarial Auditors of the Company and to avail any other services, certificates, or reports as may be permissible under the applicable laws."

   "RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as required, expedient and desirable for the purpose of giving effect to the Resolution."

   By Order of the Board of Directors For Vilin Bio Med Limited

   Sd/-

   Date: August 6, 2025 Dhruv V Todi

   Place: Registered Office Company Secretary

   # 8-2-269/S/43, Plot No. 43

   Sagar Co-operative Housing Society Road No. 2, Banjara Hills Khairatabad, Hyderabad

   Telangana - 500034

   NOTES:

   1. The details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') entered with the Stock Exchanges and Secretarial Standard on General Meeting (SS-2) in respect of the Directors seeking appointment / re-appointment at this Annual General Meeting is annexed.

   2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed.

   3. Pursuant to the General Circular Nos. 14/2020, 20/2020, 10/2022 and 09/2023, the latest being 09/2024 dated September 19, 2024 read with other Circulars issued by the Ministry of Corporate Affairs (MCA) and in line with the Circulars issued by the Securities and Exchange Board of India (SEBI) from time to time, (hereinafter collectively referred to as "the Circulars"), the Company is convening the Annual General Meeting ('the Meeting' or 'AGM') through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM') without the physical presence of the Members. The deemed venue for the AGM will be the Registered Office of the Company.

      In line with the MCA and SEBI Circulars and the latest SEBI Circular No. SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024, the Notice of the AGM along with the Annual Report 2024-2025 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participants. In compliance of Section 20 of the Companies Act, 2013 and further to the aforesaid MCA Circulars and SEBI Circulars, Notice of the 19th Annual General Meeting along with the Annual Report 2024-2025 is being sent only through electronic mode to the Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and the Annual Report 2024-2025 will also be available on the Company's Website: https://http://www.vilinbiomed.co.in/ and Website of the Stock Exchange i.e., National Stock Exchange Limited: https://www.nseindia.com, and on the Website of CDSL: https://www.evotingindia.com

   4. Green Initiative: To support the Green Initiative, Members who have not registered their e-mail address are requested to register their e-mail address to receive all communications including Annual Report, Notices, Circulars etc. from the Company electronically.

   5. A Member entitled to attend and vote at the AGM is entitled to appoint a Proxy to attend and vote on his / her behalf and the Proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC / OAVM, 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, Attendance Slip and Route Map are not annexed to this Notice.

   6. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC/OAVM. Corporate Members intending to authorize their Representatives to participate and vote at the AGM are requested to upload a copy of the Board Resolution/Authorisation Letter on the E-Voting Portal or send to the Company at cs@vilinbiomed.co.in.

   7. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the Quorum under Section 103 of the Act. As per Regulation 40 of the SEBI Listing Regulations, as amended, Securities of Listed Entities can be transferred only in Dematerialised form with effect from April 1 2019, except in case of transmission or transposition of Securities. In view of this, Members holding Shares in Physical Form are requested to consider converting their holdings to Dematerialised form. Members can contact M/s Bigshare Services Private Limited, Registrar and Share Transfer Agents of the Company, ("RTA" or "Registrar") situated at 306, Right Wing, 3rd Floor, Amrutha Ville, Somajiguda, Raj Bhavan Road, Hyderabad - 500082, E-mail: bsshyd@bigshareonline.com and website of the Registrar: https://www.bigshareonline.com for assistance in this regard.

   8. Members are requested to intimate changes, if any, pertaining to their Name, Postal Address, E-mail Address, Telephone/Mobile Numbers, Permanent Account Number, Mandates, Nominations, Power of Attorney, Bank Details viz., Name of the Bank, Branch Details, Bank Account Number, MICR Code, IFSC Code etc., to their Depository Participants ("DPs") in case the Shares are held in Electronic Form and Registrar/RTA in case the Shares are held in Physical Form.

      1. Registration of E-mail for Shareholders holding Physical Shares: Members holding Shares in Physical Form and who have not registered their E-mail addresses may get their E-mail addresses registered with the Registrar, by referring to their website: https://www.bigshareonline.com and follow the Registration Process as guided therein. Members are requested to provide details such as Name, Folio Number, Certificate Number, PAN, Mobile

         Number and E-mail and also upload the image of Share Certificate in PDF or JPEG format. On submission of the details, an OTP will be received by the Member which needs to be entered in the link for verification. For Permanent Registration for Demat Shareholders: It is clarified that for permanent registration of E-mail address, Members are requested to register their E-mail address, in respect of Demat holdings with the respective Depository Participant (DP) by follow the procedure as prescribed by the Depository Participant.

      2. For Temporary Registration for Demat Shareholders: Members holding Shares in Physical Form and who have not registered their E-mail addresses may get their E-mail addresses registered with the Registrar, by referring to their website: https://www.bigshareonline.com and follow the Registration Process as guided therein. Members are requested to provide details such as Name, Folio Number, Certificate Number, PAN, Mobile Number and E-mail.

      3. Registration of Bank Details for Physical Shareholders: Members holding Shares in Physical Form and who have not registered their Bank details can get the same registered with the Registrar, by clicking the https://www.bigshareonline.com and follow the registration process as guided therein. Members are requested to provide details such as Name, Folio Number, Share Certificate Number, PAN, E-mail, along with the copy of the Cheque Leaf with the First named Member as mentioned on the Cheque Leaf containing Bank Name and Branch, Type of Account, Bank Account Number, MICR Details and IFSC code in PDF or JPEG format. It is very important that the Member should submit the request letter duly signed. The Registrar will verify the documents upload and will only take on records for all valid cases. On submission of the details, an OTP will be received by the Member which needs to be entered in the link for verification.

   9. The Register of Members and Share Transfer Books of the Company will remain closed from August 23, 2025 to August 30, 2025 (both days inclusive).

   10. Nomination: Pursuant to Section 72 of the Companies Act, 2013, Members holding Shares in Physical Form are advised to file Nomination in the prescribed Form SH-13 with the Company's Share Transfer Agent. In respect of the Shares held in Dematerialised form, Members may please contact their respective Depository Participant.

   11. Consolidation of Physical Share Certificates: Members holding Shares in Physical Form, in identical order of Names, in more than One Folio are requested to send to the Company or Registrar, the details of such Folios together with the Share Certificates for consolidating their holdings in One Folio. A Consolidated Share Certificate will be issued to such Members after making requisite changes.

   12. In compliance with the provisions of Section 108 of the Act read with Rule 20 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, the Company has provided a facility to its Members to cast their vote electronically, through E-Voting Services provided by Central Depository Services (India) Limited ("CDSL") on all the Resolutions set forth in this Notice. Members who have cast their Votes by Remote E-Voting prior to the AGM may also participate in the AGM through VC but shall not be entitled to cast their Vote on such Resolutions again. The manner and process of E-Voting remotely by Members is provided in the instructions for E-Voting which forms part of this Notice.

   13. A Person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date for dispatch of Notice and Annual Report i.e. July 28, 2025 will only be entitled for receipt of Annual Report.

   14. The Voting Rights of the Shareholders for Voting through Remote E-Voting at the AGM shall be in proportion to their share of the Paid-up Equity Shares of the Company as on Saturday, August 23, 2025 (Cut-off Date). A Person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date, only shall be entitled to avail the facility of Remote E-Voting or of Voting at the AGM and who is not a Member as on the Cut-off Date shall treat this Notice for information purposes only.

   15. The Remote E-Voting Period will commence on Wednesday, August 27, 2025 (IST 9:00 A.M.) and will end on Friday, August 29, 2025 (IST 5:00 P.M.). During this period, Members of the Company holding Shares in Dematerialised form, as on the Cut-off Date i.e., on Saturday, August 23, 2025 ('Cut-off Date') shall be entitled to cast their vote by Remote E-Voting. Once the Vote on a Resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

   16. 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 E-Voting system during the AGM.

   17. Any person who becomes a Member of the Company after sending the Notice and holding Shares as on the Cut-Off Date (August 23, 2025) may obtain the login and password by sending a request at helpdesk.evoting@cdslindia.com. However, if a Member 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.

   18. In case of Joint holders, the Joint holder who is higher in the order of Names, will be entitled to vote at the Meeting, if not already voted through Remote E-Voting.

   19. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company mentioning their Name, Demat Account Number/Folio Number, E-mail, Mobile Number at cs@vilinbiomed.co.in on or before Monday, August 25, 2025. The same will be replied by the Company suitably.

   20. In case of Joint holders, the Joint holder who is higher in the order of Names, will be entitled to vote at the Meeting, if not already voted through Remote E-Voting.

   21. The Board of Directors has appointed Mr. Kashinath Sahu, Practicing Company Secretary, Hyderabad as the Scrutinizer to scrutinize the Remote E-Voting Process and Voting during the AGM, in a fair and transparent manner.

   22. The Scrutinizer shall immediately, after the conclusion of E-Voting at the AGM, first count the Votes Cast during the AGM, thereafter, unblock the Votes Cast through Remote E-Voting and make, not later than 2 working dates of conclusion of the AGM, a consolidated Scrutinizer's Report of the Total Votes Cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same. The Results declared along with the Scrutinizer's Report shall be placed on the Website of the Company and on the Website of CDSL immediately. The results will also be communicated to NSE Limited, where the Shares of the Company are listed.

   23. To prevent fraudulent transactions, Members are advised to exercise Due Diligence and notify the Company of any change in address or Demise of any Member as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic Statement of Holdings should be obtained from the concerned DPs and Holdings should be verified from time to time.

   24. Instructions for attending the AGM through VC / OAVM:

       1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL E-Voting system. Shareholders may access the same at https://www.evotingindia.com under Shareholders / Members login by using the Remote E-Voting credentials. The link for VC/OAVM will be available in Shareholder / Members login where the EVSN of the Company is displayed.

       2. Members may join the Meeting through Laptops, Smartphones, Tablets and I-Pads for better experience. Further, Members will be required to use the Internet with a good speed to avoid any disturbance during the Meeting. Please note that participants connecting from Mobile Devices or Tablets or through Laptops 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 glitches.

       3. 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 before Monday, August 25, 2025 (5:00 P.M.) from their registered E-mail address mentioning their names, DP-ID and ClientID / Folio Number, PAN and Mobile Number at cs@vilinbiomed.co.in. Only those Members who have pre-registered themselves as a speaker will be allowed to express their views / ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

       4. Members are encouraged to submit their questions in advance with regard to the Financial Statements or any other matter to be placed at the 19th Annual General Meeting, from their registered E-mail address, mentioning their Name, DP-ID and Client-ID Number / Folio Number and Mobile Number, to reach the Company's E-mail address at cs@vilinbiomed.co.in before Monday, August 25, 2025 (5:00 P.M.). Such questions by the Members shall be suitably replied by the Company.

       5. Those Shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting. 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 as invalid, as the facility of E-Voting during the Meeting is available only to the Shareholders attending the Meeting.

   25. Subject to the receipt of Requisite number of Votes, the Resolutions forming part of the AGM Notice shall be deemed to be passed on the date of the AGM. Voting through Electronic Means: Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 read with the Companies (Management and Administration) Rules, 2014 read with amendments or re-enactments made thereunder and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is pleased to provide the facility to exercise Members' Right to Vote at the 19th Annual General Meeting (AGM) by electronic means and the business may be transacted through E-Voting Services provided by Central Depository Services (India) Limited (CDSL). The Members attending the Meeting, who have not already cast their vote through Remote E-Voting shall be able to exercise their Voting Rights at the Meeting. The Members who have already cast their vote through Remote E-Voting may attend the Meeting but shall not be entitled to cast their vote again at the AGM.

   26. The instructions for Shareholders for Voting Electronically are as under:

   1. The Remote E-Voting Period commences on Wednesday, August 27, 2025 (9:00 A.M.) and closes on Friday, August 29, 2025 (5:00 P.M.) During this period, the Shareholders of the Company, holding Shares in Dematerialized Form, as on the Cut-off Date (Record Date), Saturday, August 23, 2025 may cast their vote electronically. The E-Voting Module shall be disabled by CDSL for Voting thereafter.

   2. Shareholders who have already voted prior to the Meeting Date would not be entitled to Vote at the Meeting.

   Login method for E-Voting and Joining Virtual Meetings for Individual Shareholders holding Securities in Demat Mode:

   Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December, 2020 on "E-Voting Facility provided by Listed Companies", Individual Shareholders holding Securities in Demat mode are allowed to cast their vote through their Demat Account maintained with the Depositories and Depository Participants. Shareholders are advised to update their Mobile Number and E-mail in their Demat Accounts in order to access the E-Voting Facility. Pursuant to the above said SEBI Circular, Login method for E-Voting and joining Virtual Meetings for Individual Shareholders holding Securities in Demat mode CDSL/NSDL is given below:

   Type of Shareholders	Login Method
   Individual Shareholders holding Securities in Demat Mode with CDSL Depository
   Individual Shareholders holding Securities in Demat Mode with NSDL Depository	Meeting and Voting during the Meeting.

   1. 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 the E-Voting page without any further authentication. The URL for login to EASI/EASIEST is https://web.cdslindia.com/myeasi/home/login or visit https://www.cdslindia.com and click on Login icon and select New System MYEASI.

   2. After successful login to the EASI/EASIEST User will be able to see the E-Voting option for eligible Companies where the E-Voting is in progress as per the information provided by Company. On clicking the E-Voting option, the User will be able to see E-Voting page of the E-Voting Service Provider for casting your Vote during the Remote E-Voting period or joining Virtual Meeting and Voting during the Meeting. Additionally, there are 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.

   3. If the user is not registered for EASI/ EASIEST, option to register is available at CDSL website https://www.cdslindia.com To login click on login & New System MYEASI Tab and then click on registration option.

   4. Alternatively, the User can directly access E-Voting Page by providing Demat Account Number and PAN on E-Voting link available on https://www.cdslindia.com homepage. The system will authenticate the User by sending OTP on the Registered Mobile and E-mail as recorded in the Demat Account. After successful authentication, the User will be able to see the E-Voting option where the E-Voting is in progress and also able to directly access the system of all the E-Voting Service Providers.

   1. 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 Homepage of E-services is launched Click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' Section. A new screen will open. You will have to enter your User-id and Password. After successful authentication, you will be able to see E-Voting Services. Click on "Access to E-Voting" under E-Voting Services and you will be able to see E-Voting page. Click on Company name or E-Voting Service Provider name and you will be redirected to E-Voting Service Provider website for casting your vote during the Remote E-Voting period or joining Virtual

   Meeting and Voting during the Meeting.

   Individual Shareholders holding Securities in Demat Mode Login through their Depository Participants (DP)

   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 the NSDL / CDSL Depository site after successful authentication, wherein you can see E-Voting feature. Click on Company Name or E-Voting Service Provider name and you will be redirected to E-Voting Service Provider Website for casting your vote during the remote E- Voting period or joining Virtual Meeting and Voting during the Meeting

   1. If the User is not registered for IDeAS E-services, option to register is available at https://eservices.nsdl.com/ Select "Register Online for IDeAS" Portal or Click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

   2. 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 homepage of E-Voting system is launched, click on the icon "Login" which is available under 'Shareholder / Member' Section. A new screen will open. You will have to enter your User-id (i.e. your sixteen-digit Demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository Site wherein you can see E-Voting page. Click on Company name or E-Voting Service Provider name and you will be redirected to E-Voting Service Provider Website for casting your Vote during the Remote E-Voting period or joining Virtual

   Important note: Members who are unable to retrieve User-id/ Password are advised to use Forgot User-id and Forgot Password option available at above mentioned website.

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

   Login type	Helpdesk details
   Individual Shareholders holding the	Members facing any technical issue in login can contact the CDSL
   Securities in Demat Mode with CDSL	Helpdesk by sending request at the following e-mail:
   	helpdesk.evoting@cdslindia.com or Contact at Toll Free No. 1800 22
   	5533
   Individual Shareholders holding the Securities in Demat Mode with NSDL	Members facing any technical issue in login can contact the NSDL Helpdesk by sending a request at evoting@nsdl.co.in or Call at Toll Free No. 1800 10 20990 and 1800 22 4430

   Access through CDSL E-Voting system in case of Shareholders holding Shares in Physical Mode and Non-Individual Shareholders in Demat Mode

   1. The Shareholders should log on to the E-Voting Website: https://www.evotingindia.com

   2. Click on "SHAREHOLDERS" Module.

   3. Now enter your User-id

      1. For CDSL: 16 Digits Beneficiary ID

      2. For NSDL: 8 Character DP-ID followed by 8 Digits Client-ID

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

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

   5. If you are holding Shares in Demat form and had logged on to https://www.evotingindia.com and had voted on an earlier E-Voting of any Company, then your existing password is to be used.

   6. If you are a first-time user follow the steps given below:

      For Physical Shareholders and other than Individual Shareholders holding Shares in Demat Form

      PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both Demat Shareholders as well as Physical Shareholders) Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent by Company /RTA or contact Company/RTA
      Dividend Bank Details or Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Demat Account or in the Company Records in order to login. If both the details are not recorded with the Depository or Company, please enter the Member-id /Folio Number in the 'Dividend Bank Details' field.

   7. After entering these details appropriately, click on 'SUBMIT' tab.

   8. 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 the 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.

   9. For Shareholders holding shares in Physical Form, the details can be used only for E-Voting on the Resolutions contained in this Notice.

   10. Click on the EVSN of the relevant Company (Vilin Bio Med Limited) on which you choose to vote.

   11. 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.

   12. Click on the 'RESOLUTIONS FILE LINK' if you wish to view the entire Resolution details.

   13. After selecting the Resolution, you have decided to vote on, click on 'SUBMIT'. A Confirmation Box will be displayed. If you wish to confirm your vote, click on 'OK', else to change your vote, click on 'CANCEL' and accordingly modify your vote.

   14. Once you 'CONFIRM' your vote on the Resolution, you will not be allowed to modify your Vote.

   15. You can also take a print of the votes cast by clicking on 'Click here to Print' option on the Voting Page.

   16. 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 and enter the details as prompted by the system.

   17. Additional Facility for Non - Individual Shareholders and Custodians - For Remote Voting:

• Non - Individual Shareholders (i.e. Other than Individuals, HUF, NRI etc.) and Custodians are required to log on to the website: https://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 mailed 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.

• It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, 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 the Attested Specimen Signature of the Duly Authorized Signatory who are authorized to vote, to the Scrutinizer and to the Company at the E-mail address: cs@vilinbiomed.co.in if they have voted from individual tab and not uploaded same in the CDSL E-Voting System for the Scrutinizer to verify the same.

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

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

By Order of the Board of Directors For Vilin Bio Med Limited

Sd/-

Date: August 6, 2025 Dhruv V Todi

Place: Registered Office Company Secretary

# 8-2-269/S/43, Plot No. 43

Sagar Co-operative Housing Society Road No. 2, Banjara Hills Khairatabad, Hyderabad

Telangana - 500034

EXPLANATORY STATEMENT

The following Explanatory Statement pursuant to Section 102(1) of the Companies Act 2013, sets out all material facts relating to items of Special Business mentioned in the accompanying AGM Notice.

Item No. 2

Mr. Sasikanth Paritala (DIN: 08407277) was appointed as an Additional Director with effect from January 23, 2025 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of the Section 161 of the Companies Act, 2013. The Company has received Notice from a Shareholder under Section 160 of the Companies Act, 2013 proposing the appointment of Mr. Sasikanth Paritala (DIN: 08407277) as an Independent Director of the Company. Mr. Sasikanth Paritala is a Graduate in Engineering and Technology from JNTUH University having more than eight years' experience in the field of Engineering, it would be beneficial to the Company to have him on the Board of Directors of the Company.

Further, the Board of Directors as per the recommendation of the Nomination and Remuneration Committee has proposed to appoint him as Independent Director for the first term of 5 (five) years pursuant to the provisions of Sections 149, 150, 152 read with Schedule-IV and other applicable provisions of the Companies Act, 2013 (the Act) on the Company Board and the Company will be benefited out of his expertise and can contribute the strategic guidance in the Financial matters of the Company.

None of the Directors of the Company is in any way concerned or interested in the said Resolution except the appointee himself is concerned in the said Resolution. The Board recommends the said Special Resolution to be passed as set out in the Item No. 2 of the Notice of the AGM.

Disclosure under Secretarial Standard-2, issued by the Institute of Company Secretaries of India is detailed in the Annexure - A to the Notice.

Item No. 3

Mr. Veeraiah Chowdary Kolla (DIN: 09741691) was appointed as an Additional Director with effect from January 23, 2025 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of the Section 161 of the Companies Act, 2013. The Company has received Notice from a Shareholder under Section 160 of the Companies Act, 2013 proposing the appointment of Mr. Veeraiah Chowdary Kolla (DIN: 09741691) as an Independent Director of the Company. Mr. Veeraiah Chowdary Kolla is a Graduate in Engineering and Technology from Kakatiya University having more than twenty-five years' experience in the field of Engineering, it would be beneficial to the Company to have him on the Board of Directors of the Company.

Further, the Board of Directors as per the recommendation of the Nomination and Remuneration Committee has proposed to appoint him as Independent Director for the first term of 5 (five) years pursuant to the provisions of Sections 149, 150, 152 read with Schedule-IV and other applicable provisions of the Companies Act, 2013 (the Act) on the Company Board and the Company will be benefited out of his expertise and can contribute the strategic guidance in the Financial matters of the Company.

None of the Directors of the Company is in any way concerned or interested in the said Resolution except the appointee himself is concerned in the said Resolution. The Board recommends the said Special Resolution to be passed as set out in the Item No. 3 of the Notice of the AGM.

Disclosure under Secretarial Standard-2, issued by the Institute of Company Secretaries of India is detailed in the Annexure - A to the Notice.

Item No. 4

Mr. Girish Muktevi (DIN: 10709464) was appointed as an Additional Director with effect from January 23, 2025 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of the Section 161 of the Companies Act, 2013. The Company has received Notice from a Shareholder under Section 160 of the Companies Act, 2013 proposing the appointment of Mr. Girish Muktevi (DIN: 10704964) as an Independent Director of the Company. Mr. Girish Muktevi is a Graduate in Finance and Marketing from Acharya

Nagarjuna University having experience with more than seven years in the field of Finance and Marketing, it would be beneficial to the Company to have him on the Board of Directors of the Company.

Further, the Board of Directors as per the recommendation of the Nomination and Remuneration Committee has proposed to appoint him as Independent Director for the first term of 5 (five) years pursuant to the provisions of Sections 149, 150, 152 read with Schedule-IV and other applicable provisions of the Companies Act, 2013 (the Act) on the Company Board and the Company will be benefited out of his expertise and can contribute the strategic guidance in the Financial matters of the Company.

None of the Directors of the Company is in any way concerned or interested in the said Resolution except the appointee himself is concerned in the said Resolution. The Board recommends the said Special Resolution to be passed as set out in the Item No. 4 of the Notice of the AGM.

Disclosure under Secretarial Standard-2, issued by the Institute of Company Secretaries of India is detailed in the Annexure - A to the Notice.

Item No. 5

Mr. Madhusudhan Yadamakanti Reddy (DIN: 02874260) was appointed as an Additional Director with effect from October 3, 2024 and was subsequently appointed as Managing Director by the Board of Directors on recommendation of the Nomination and Remuneration Committee. The Company has received Notice from a Shareholder under Section 160 of the Companies Act, 2013 proposing the appointment of Mr. Madhusudhan Yadamakanti Reddy (DIN: 02874260) as Managing Director of the Company. Mr. Madhusudhan Yadamakanti Reddy (DIN: 02874260) is an MBA Graduate from the Indian Institute of Management and a Technocrat having more than twenty-three years' experience in Pharma Industry, it would be beneficial to the Company to have him on the Board of Directors of the Company.

Further, the Board of Directors as per the recommendation of the Nomination and Remuneration Committee has proposed to appoint him as Managing Director for the first term of 5 (five) years pursuant to the provisions of Sections 196, 197, 198, 203 read with Schedule-V and other applicable provisions of the Companies Act, 2013 (the Act) on the Company Board and the Company will be benefited out of his expertise and can contribute the strategic guidance in growth of the Company. The Board of Directors on the basis of Nomination and Remuneration Committee has also approved the remuneration of Mr. Madhusudhan Yadamakanti Reddy at monthly remuneration of Rs.1,00,000/-(Rupees One Lakh Only) for the aforesaid period.

None of the Directors of the Company is in any way concerned or interested in the said Resolution except the appointee himself is concerned in the said Resolution. The Board recommends the said Special Resolution to be passed as set out in the Item No. 5 of the Notice of the AGM.

Disclosure under Secretarial Standard-2, issued by the Institute of Company Secretaries of India is detailed in the Annexure - A to the Notice.

Item No. 6

Ms. Prasanna Lakshmi Venna (DIN: 10862263) was appointed as an Additional Director with effect from January 10, 2025 and was appointed as Whole-Time Director by the Board of Directors on recommendation of the Nomination and Remuneration Committee in the Board Meeting held on July 4, 2025. The Company has received Notice from a Shareholder under Section 160 of the Companies Act, 2013 proposing the appointment of Ms. Prasanna Lakshmi Venna (DIN: 10862263) as Whole-Time Director of the Company. She is an MBA Graduate and having five years of experience in the field of Strategic Planning, Finance and Business Development, it would be beneficial to the Company to have her on the Board of Directors of the Company.

Further, the Board of Directors as per the recommendation of the Nomination and Remuneration Committee has proposed to appoint her as Whole-Time Director for the first term of 5 (five) years pursuant to the provisions of Sections 196, 197, 198, 203 read with Schedule-V and other applicable provisions of the Companies Act, 2013 (the Act) on the Company Board and the Company will be benefited out of her expertise and can contribute the strategic guidance in growth of the Company. The Board of Directors on the basis of Nomination and Remuneration Committee has also approved the remuneration of Ms. Prasanna Lakshmi Venna at monthly remuneration of Rs.50,000/- (Rupees Fifty Thousand Only) for the aforesaid period.

None of the Directors of the Company is in any way concerned or interested in the said Resolution except the appointee himself is concerned in the said Resolution. The Board recommends the said Special Resolution to be passed as set out in the Item No. 6 of the Notice of the AGM.

Disclosure under Secretarial Standard-2, issued by the Institute of Company Secretaries of India is detailed in the Annexure - A to the Notice.

Item No. 7

Mr. Viswa Prasad Sadhanala (DIN: 08068933) was appointed as an Additional Director with effect from January 10, 2025 and was appointed as Whole-Time Director by the Board of Directors on recommendation of the Nomination and Remuneration Committee in the Board Meeting held on July 4, 2025. The Company has received Notice from a Shareholder under Section 160 of the Companies Act, 2013 proposing the appointment of Mr. Viswa Prasad Sadhanala (DIN: 08068933) as Whole-Time Director of the Company. He is a Commerce and Law Graduate twenty years of experience in General Administration and Legal Matters; it would be beneficial to the Company to have her on the Board of Directors of the Company.

Further, the Board of Directors as per the recommendation of the Nomination and Remuneration Committee has proposed to appoint him as Whole-Time Director, liable to retire by rotation, pursuant to the provisions of Sections 196, 197, 198, 203 read with Schedule-V and other applicable provisions of the Companies Act, 2013 (the Act) on the Company Board and the Company will be benefited out of his expertise and can contribute the strategic guidance in growth of the Company. The Board of Directors on the basis of Nomination and Remuneration Committee has also approved the remuneration of Mr. Viswa Prasad Sadhanala at monthly remuneration of Rs.50,000/- (Rupees Fifty Thousand Only) for the aforesaid period.

None of the Directors of the Company is in any way concerned or interested in the said Resolution except the appointee himself is concerned in the said Resolution. The Board recommends the said Special Resolution to be passed as set out in the Item No. 7 of the Notice of the AGM.

Disclosure under Secretarial Standard-2, issued by the Institute of Company Secretaries of India is detailed in the Annexure - A to the Notice.

Item No. 8

In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) ("the Act"), every Listed Company and certain other prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board's Report, prepared under Section 134(3) of the Act. Furthermore, pursuant to recent amendments to Regulation 24A of the SEBI Listing Regulations, every Listed Entity is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its Annual Report. Additionally, a Listed Entity must appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, with Shareholders approval to be obtained at the Annual General Meeting. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s Kashinath Sahu & Co, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a period of five years, commencing from April 1, 2025, to March 31, 2030. The appointment is subject to Shareholders' approval at the Annual General Meeting.

M/s Kashinath Sahu & Co is a Peer Reviewed Firm and a well-established firm of Practicing Company Secretaries, registered with the Institute of Company Secretaries of India. The Firm delivers comprehensive Consulting and Advisory Services in Corporate Law. Their expertise encompasses a wide spectrum, including Corporate Secretarial Services, Secretarial Audit, SEBI Compliances, Initial Public Offerings, FEMA, Mergers and Amalgamations. The terms and conditions of appointment include a tenure of five years, from April 1, 2025, to March 31, 2030. The fixed remuneration for the Secretarial Audit for the year 2025-26 is set at Rs.1,50,000/- (Rupees One Lakh Fifty Thousand only), plus applicable taxes and other out-of-pocket costs incurred in connection with the audit. They have provided consent to act as the Secretarial Auditors of the Company and has confirmed that the proposed appointment, if made, will be in compliance with the provisions of the Act and the SEBI Listing Regulations.

None of the Directors of the Company is in any way concerned or interested in the said Resolution. The Board recommends the said Special Resolution to be passed as set out in the Item No. 8 of the Notice of the AGM.

ANNEXURE - A

Details of Director seeking appointment at the 19th Annual General Meeting to be held on August 30, 2025 pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 for General Meetings (SS-2) are as mentioned below:

Note: *excludes Directorships held in Private Limited Companies which are not Subsidiaries or Holding Companies of Public Limited Companies, Unlimited Companies, Foreign Companies and Companies formed under Section 8 of the Companies Act, 2013.

# includes Chairmanship / Membership of the Audit Committee and Stakeholders Relationship Committee of only Public Limited Companies, whether Listed or not.

By Order of the Board of Directors For Vilin Bio Med Limited

Sd/-

Date: August 6, 2025 Dhruv V Todi

Place: Hyderabad Company Secretary

ANNEXURE - B

Statement containing Additional Information as required under Schedule-V to the Companies Act, 2013 (as amended)

By Order of the Board of Directors For Vilin Bio Med Limited

Sd/-

Date: August 6, 2025 Dhruv V Todi

Place: Hyderabad Company Secretary

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report of the Company, together with the Audited Accounts for the Financial Year ended March 31, 2025.

Financial Highlights

(Rs. in Lakhs)

State of Company Affairs

The Company's Revenues stood at Rs.1,480.99 Lakhs as compared to the previous year Rs.1,580.49 Lakhs. During the year under review, Profit After Tax (PAT) stood at Rs.22.35 Lakhs, as compared to the previous year of Rs.16.24 Lakhs. Your Directors are exploring more business opportunities and growth and profitability of the Company in the years ahead.

Dividend

The Board of Directors has not recommended any Dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2025.

Transfer to Reserves

The Board of Directors has not proposed to transfer any amount to the General Reserve.

Changes in Share Capital

During the year under review, there was no change in the Share Capital of the Company. The Authorised Share Capital of the Company is Rs.15,00,00,000 (divided into 1,50,00,000 Equity Shares of Rs. 10/- each) and the Paid-up Share Capital is Rs.13,95,00,000/- (divided into 1,39,50,000 Equity Shares of Rs.10/- each). The Company got listed on the NSE SME Board on June 30, 2023.

Material Changes and Commitments affecting the Financial Position of the Company which have occurred between March 31, 2025 and August 6, 2025 (Date of the Report)

During the period under review, the Company has regularised the accounts in respect of the Cash Credit Facility and Term Loan availed.

Nature of Business

The Company is into the manufacturing of Pharmaceuticals Products and there has been no change in the nature of Business of the Company during the year.

Public Deposits

During the year under review, the Company has not accepted any deposit pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Annual Return

A copy of the Annual Return for the Financial Year 2024-2025 pursuant to the Sub-Section (3) of Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014 and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3)(a) and is available at the following link: https://http://www.vilinbiomed.co.in/

Director's Responsibility Statement

i)

ii)

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

iii)

The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the Year under review.

iv)

v)

The Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the Annual Accounts on a Going Concern basis.

vi)

The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

The Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and that such system was adequate and operating effectively.

Directors and Key Managerial Personnel

1. Composition of Board of Directors of the Company: As on March 31, 2025 the Board constituted of the following Directors:

   Sl No	Name of Director	DIN	Designation
   1	Mr. Y Madhusudhan Reddy	02874260	Managing Director
   2	Ms. Prasanna Lakshmi Venna	10862263	Whole-Time Director
   3	Mr. Viswa Prasad Sadhanala	08068933	Director
   4	Mr. Sasikanth Paritala	08407277	Independent Director
   5	Mr. Girish Muktevi	10709464	Independent Director
   6	Mr. K Veeraiah Chowdary	09741691	Independent Director

2. Changes in the KMP:

   Sl No	Name of Director / KMP	Nature of Change	Date of Change
   1	Mr. Hari Prasad Avula - Chief Financial Officer	Appointment	10/01/2025
   2	Mr. Chilam Srikanth - Chief Financial Officer	Resignation	10/01/2025
   3	Mr. Dhruv Viswanath Todi - Company Secretary	Appointment	10/01/2025
   4	Mr. Anand Lohia - Company Secretary	Resignation	04/09/2024

3. Number of Meetings of the Board and Director's Attendance

During the year ended March 31, 2025, Nine (9) Board Meetings were held in accordance with the provisions of the Companies Act, 2013 and in compliance with the Secretarial Standards of the Institute of Company Secretaries of India.

The following General Meetings were held during the year under review:

Formal Annual Evaluation

As per Section 149 of the Companies Act, 2013 the Independent Directors of the Company had a Meeting, without the attendance of Non-Independent Directors. In the Meeting, the following issues were taken up:

1. Review of the performance of the Board as a whole;

2. Review of the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non - Executive Directors;

3. Assessing the Quality, Quantity and timelines of flow of information between the Company's Management and the Board, that is necessary for the Board to perform their duties effectively and reasonably.

The Meeting also reviewed and evaluated the performance of Non - Independent Directors.

The Meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

• Preparedness for Board and Committee Meetings

• Attendance at the Board and Committee Meetings

• Guidance on Corporate Strategy, Risk Policy and Corporate Performance

• Ensuring a transparent Board Nomination process with the diversity of experience, knowledge, and perspective in the Board.

• Ensuring the integrity of the Company's Accounting and Financial Reporting Systems, including the Independent Audit, and that appropriate systems of control are in place, in particular, systems for Financial and Operational Control and Compliance with the law and relevant Standards.

Declaration from Independent Directors on Annual Basis

The Company has received declarations from Mr. Sasikanth Paritala, Mr. Girish Muktevi and Mr. K Veeraiah Chowdary, Independent Directors of the Company, to the effect that they are meeting the criteria of Independence, as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and of Sub-Rule (1) and Sub-Rule (2) of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including the proficiency) of the Independent Directors.

Statutory Auditors

M/s PPKG & Co, Chartered Accountants (FRN: 009655S) have been appointed as the Statutory Auditors of the Company for a term of five consecutive years till the conclusion of 22nd Annual General Meeting. The said Auditors have carried out the Statutory Audit for the Financial Year 2024-2025. The Auditors Report for the Financial Year 2024-2025 does not contain any qualifications, reservations or adverse remarks.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as "Annexure - A."

Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange Earnings or Outflow.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr. Kashinath Sahu, Company Secretary in Whole-time Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure - B."

During the year under review, there were no qualifications, reservations or adverse remarks reported by Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the performance of his duties as Secretarial Auditor.

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Management Discussion and Analysis, is herewith annexed as "Annexure - C."

Internal Control Systems and their Adequacy

The Company has an in-house Internal Control System, commensurate with the size, scale and complexity of its operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee of the Board and to the Chairman and Management.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all levels of the Company.

Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Audit Committee

The Audit Committee was constituted in accordance with the provisions of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the following as Members of the Committee.

The Audit Committee comprises:

The Company Secretary of the Company acts as the Secretary of the Audit Committee.

The terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee Meetings and Attendance

During the year ended March 31, 2025, four Audit Committee Meetings were held. The maximum time gap between any of the two meetings was not more than four months.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted in accordance with the provisions of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee include the following:

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Committee Meetings and Attendance

The Nomination and Remuneration Committee has met six times during the year under review.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations. The Stakeholders Relationship Committee include the following:

The Company Secretary of the Company acts as the Secretary of the Stakeholders Relationship Committee.

Stakeholders Relationship Committee Meetings and Attendance

The Stakeholders Relationship Committee has met once during the year under review.

Risk Management Committee

Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to forming of Risk Management Committee is not applicable to the Company during the Financial Year under review.

Corporate Governance and Shareholders Information

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of filing Corporate Governance Report with the Stock Exchange is not applicable, as the Equity Shares of the Company are listed on the SME Platform of the National Stock Exchange.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the Financial Year 2024-2025, which is beyond the limits as per Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013

All the Contracts / Arrangements / Transactions entered by the Company, during the year under review, with Related Parties were in the ordinary course of business and at Arm's Length Basis. The particulars of such contracts or arrangements with Related Parties, pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed Form AOC-2 is enclosed as "Annexure - D" to this Report.

All the Related Party Transactions were placed before the Audit Committee and also before the Board for their respective approval. Omnibus approval of the Audit Committee is obtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the transactions which can be foreseen and are repetitive in nature. The Company has developed a Policy on Related Party Transactions including the latest amendments thereof for the purpose of identification and monitoring of such transactions.

Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents of the following type:

1. documents whose preservation shall be permanent in nature;

2. documents with preservation period of not less than eight years after completion of the relevant transactions

   Vigil Mechanism

   The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. No Director or employee has been denied access to the Audit Committee. The web link for the policy is as follows: https://http://www.vilinbiomed.co.in/

   Policy on criteria for determining Materiality of Events

   The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The Policy is authorising the Key Managerial Personnels of the Company for the purpose of determining materiality of an event or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall Governance Framework for such determination of Materiality.

   Policy on Directors' Appointment, Remuneration and Other Details

   The Company's Remuneration Policy is directed towards the rewarding of performance based on review of achievements periodically. The Remuneration Policy is in consonance with the existing Industry practice. The Company's Shareholders may refer the Company's website for the Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under Sub-Section (3) of Section 178.

   Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concerns Status and Company's Operations in future

   The Company has not received any Significant or Material Orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

   Details of Subsidiary Companies, Associates and Joint Venture Companies

   The Company does not have any Subsidiary, Associate or Joint Ventures during the period under review.

   Industrial Relations

   Employee relations during the period under review continued to be healthy, cordial and harmonious at all levels and your Company is committed to maintain good relations with the employees. It has taken various steps to improve productivity across the organization.

   Business Risk Management

   Business Risk Evaluation and Management is an ongoing process within the Organisation. The Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities. At present, the Company has not identified any element of risk which may threaten the existence of the Company.

   Transfer of Amounts to Investor Education and Protection Fund

   Your Company does not have any Unpaid or Unclaimed amounts lying for a period of seven years. Therefore, there were no Funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

   Particulars of Employees

   In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any Employee who is employed throughout the Financial Year and in receipt of Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year and in receipt of Rs.8.50 Lakhs or more per month.

   Corporate Social Responsibility

   The Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to our Company

   Maintenance of Cost Records

   The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not applicable to the Company.

   Insider Trading Regulations

   Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for Prevention of Insider Trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of

   Shareholders at large, to prevent misuse of any Unpublished Price Sensitive Information (UPSI) and to prevent any Insider Trading activity by dealing in Securities of the Company by its Directors, Designated Persons and Employees. The Company adopts Trading Window Closure, to prevent its Directors, Officers, Designated Persons and Employees from trading in the Securities of Vilin Bio Med Limited at the time, when there is Unpublished Price Sensitive Information.

   Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

   In order to prevent Sexual Harassment of Women at Workplace as per the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified. Under the said Act, every Company is required to set up Internal Complaints Committee (ICC) to look into complaints relating to sexual harassment at workplace of any women employee. As required under law, the Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review, no complaint of harassment at the workplace was received by the Committee.

   Acknowledgement

   Your Directors take this opportunity to place on record the valuable co-operation and continuous support extended by its valued Business Associates, Auditors, Supplier, Customers, Banks, Government Authorities and the Shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

   Your Directors also wish to place on record their sincere appreciation for significant contribution made by the Employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

   Date: August 6, 2025 By Order of the Board of Directors

   Place: Hyderabad

   Sd/-Y Madhusudhan Reddy Managing Director (DIN: 02874260)

   Sd/-Prasanna Lakshmi Venna Whole-Time Director (DIN: 10862263)

   ANNEXURE - A

   1. Conservation of Energy, Power and Fuel Consumption

      Particulars	Current Year (2024-2025)	Previous Year (2022-2023)
      1. Electricity (Purchased) Units
      Total Amount (Rs.)	10,56,000	12,04,000
      Rate Per Unit (Rs.)	5.69	5.58
      2. Electricity (Generated) Units
      Total Amount (Rs.)	--	--
      Rate Per Unit (Rs.)	--	--
      3. Total Units Consumed	1,85,589	2,15,770

      1. Company ensures that the Manufacturing Operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

      2. No specific investment has been made in reduction in energy consumption.

      3. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

   2. Technology Absorption

      The Company's products are manufactured by using In-house Know-how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire activities are directed to achieve the aforesaid goal.

   3. Foreign Exchange Earnings and Outgo

Date: August 6, 2025 For Vilin Bio Med Limited

Place: Hyderabad

Sd/-Y Madhusudhan Reddy Managing Director (DIN: 02874260)

Sd/-Prasanna Lakshmi Venna Whole-Time Director (DIN: 10862263)