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Vilin Bio Med Ltd Directors Report

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Vilin Bio Med Ltd Share Price directors Report

To

The Members

The Board of Directors have pleasure in presenting the 20th Annual Report of the Company along with the Audited Accounts for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars

2025-2026 2024-2025
Sales 4,226.30 1,480.99
Other Income 0.12 46.85
Total Income 4,226.41 1,527.84
Total Expenses 3,942.33 1,497.26
Profit / (Loss) Before Tax 284.08 30.58
Current Tax 87.82 6.95
Deferred Tax 3.38 1.28
Profit / (Loss) After Tax 192.88 22.35

REVIEW OF BUSINESS OPERATIONS

FY 2025-2026 has been a successful year for the Company. The Companys performance during the year has significantly increased as compared to the previous year and recorded Total Revenue of Rs. 4,226.30 Lakhs as compared to the previous year Rs.1,480.99 Lakhs. During the year under review, Profit After Tax (PAT) stood at Rs.192.88 Lakhs, as compared to the previous year of Rs.22.35 Lakhs. Your Directors are exploring more business opportunities for the growth and profitability of the Company in the years ahead.

STATE OF COMPANY AFFAIRS

The Companys state of Affairs and Business Overview is given in the Management Discussion and Analysis Report, which forms part of this Report.

DIVIDEND

The Board of Directors has not recommended any Dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2026.

TRANSFER TO RESERVES

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2026 AND AUGUST 10, 2026 (DATE OF THE REPORT)

During the period between March 31, 2026 and the date of this Report, except as specifically disclosed elsewhere in this Report, including the Scheme of Amalgamation approved by the Board, incorporation of two Wholly Owned Subsidiaries and changes in the Key Managerial Personnel, there have been no material changes and commitments affecting the Financial Position of the Company.

NATURE OF BUSINESS

The Company is engaged in the Manufacturing and Trading of the Pharmaceutical and Allied Products and there has been no change in the nature of business of the Company, during the year under review.

PUBLIC DEPOSITS

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

SHARE CAPITAL

During the year under review, the Company effected changes in its Share Capital. The Authorised Share Capital of the Company was increased from Rs15,00,00,000 (Rupees Fifteen Crores) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs10/- (Rupees Ten) each to Rs 25,00,00,000 (Rupees Twenty-Five Crores) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs10/- (Rupees Ten) each.

During the year under review, the Company had issued and allotted 13,00,000 (Thirteen Lakhs) Equity Shares vide Preferential Allotment dated March 4, 2026. Consequently, the Paid-up Share Capital of the Company increased from Rs13,95,00,000 (Rupees Thirteen Crores Ninety-Five Lakhs) divided into 1,39,50,000 Equity Shares of Rs10/- each, to Rs15,25,00,000 (Rupees Fifteen Crores Twenty-Five Lakhs) divided into 1,52,50,000 Equity Shares of Rs10/- each vide Preferential Allotment.

Apart from this, the Company has neither issued shares with Differential Voting Rights nor has granted any Stock Options or Sweat Equity Shares.

The Equity Shares of the Company are listed and admitted to trading on the EMERGE Platform of the National Stock Exchange of India Limited (NSE SME Board).

SCHEME OF AMALGAMATION

During the year under review, the Board of Directors of the Company, at its Meeting held on February 12, 2026 considered and approved the Scheme of Amalgamation ("Scheme") providing for the amalgamation of M/s Chemgenix Laboratories Private Limited ("Transferor Company") with M/s Vilin Bio Med Limited ("Transferee Company"), pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, Rules made thereunder, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI Master Circular relating to Schemes of Arrangement by Listed Entities, and other applicable Laws, Rules and Regulations.

The proposed Scheme aims to consolidate the business operations of the Transferor Company and the Transferee Company with a view to achieving operational and managerial efficiencies, optimum utilisation of resources, streamlining the corporate structure, reduction in administrative and operational costs, strengthening the business platform, enhancing Shareholders value and creating long-term value for all the Stakeholders.

Pursuant to the approval accorded by the Board of Directors, the Company initiated the process for obtaining the requisite Statutory and Regulatory Approvals. The Scheme, together with the prescribed documents, has been submitted to the National Stock Exchange (NSE) in accordance with the applicable SEBI Regulations for obtaining its Observation Letter. Upon receipt of the requisite observations from the Stock Exchange and SEBI, the Company shall take appropriate steps for filing the necessary Application / Petition before the Honble National Company Law Tribunal (NCLT) for obtaining such other approvals, sanctions and consents as may be required under the applicable laws. The Scheme shall become effective from the Appointed Date specified therein, subject to the sanction of the Honble National Company Law Tribunal and fulfilment of all the terms, conditions and approvals prescribed under the Scheme and the applicable Statutory and Regulatory Provisions.

The Board believes that the proposed Amalgamation is in the best interests of the Company and its Stakeholders and will contribute towards the Companys long-term strategic growth and operational efficiency.

OPEN OFFER

During the year under review, the Company underwent Open Offer for acquisition up to 36, 27,000 (Thirty Six Lakhs Twenty Seven Thousand Only) Fully Paid-up Equity Shares of Face Value of Rs.10/- each representing 26% of the Share Capital of the Company. The Open Offer was held from September 1, 2025 to September 15, 2025. Consequent to the Open Offer, there was change in the Promoter and Promoters Group.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has incorporated the following two Wholly Owned Subsidiaries (WOS):

1. Vilo Speciality Pharma Private Limited:

Vilin Bio Med Limited holds 100% of the paid- up share capital of Vilo Speciality Pharma Private Limited. The subsidiary was incorporated on July 23, 2026 and is engaged in the manufacturing and trading of pharmaceutical products.

2. Axia Pharma Private Limited:

Vilin Bio Med Limited holds 100% of the paid-up share capital of Axia Pharma Private Limited. The subsidiary was incorporated on July 16, 2026 and is engaged in the trading of pharmaceutical products.

ANNUAL RETURN

The Annual Return for the Financial Year 2025-2026 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: www.vilinbio.com

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your

Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 -

a. That in the preparation of the Annual Financial Statements for the year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b. That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and 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 viz March 31, 2026 and of the Profit or Loss of the Company for the year ended on that date.

c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors had prepared the Annual Accounts on Going Concern basis.

e. That proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

f. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

BOARD OF DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Ms. Prasanna Lakshmi Venna (DIN: 10862263), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment

a. Composition of Board of Directors of the Company: As on March 31, 2026 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
4 Mr. Sasikanth Paritala 08407277 Independent Director
6 Mr. K Veeraiah Chowdary 09741691 Independent Director

b. Key Managerial Personnel: As on March 31, 2026 the following persons have been designated as the Key Managerial Personnel ("KMP") of the Company, pursuant to the provisions of Sections 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sl No

Name of Director

Designation

1 Mr. Y Madhusudhan Reddy Managing Director
2 Ms. Prasanna Lakshmi Venna Whole Time Director
3 Mr. Hari Prasad Avula Chief Financial Officer
4 Ms. Anjali Chaudhary Company Secretary

c. Changes in the KMP:

Sl No

Name of Director / KMP

Nature of Change

Date of Change
1 Mr. Hari Prasad Avula - Chief Financial Officer Resignation 11/06/2026
2 Ms. Anjali Chaudhary - Company Secretary Resignation 27/06/2026
3 Ms. Pallapu Shivani - Chief Financial Officer Appointment 13/06/2026
4 Ms. Neha Lahoti - Company Secretary Appointment 27/06/2026

d. Number of Meetings of the Board and Directors Attendance

During the Financial Year ended March 31, 2026, 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.

Sl No

Date of the Meeting

Number of Directors entitled to attend the Meeting Number of Directors who attended the Meeting
1 May 6, 2025 4 4
2 May 17, 2025 4 4
3 July 4, 2025 4 4
4 August 6, 2025 4 4
5 October 14, 2025 4 4
6 November 12, 2025 4 4
7 January 10, 2026 4 4
8 February 12, 2026 4 4
9 March 4, 2026 4 4

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

Sl No

Date of the Meeting

Meeting

1 August 30, 2025 19th Annual General Meeting held through VC/OAVM
2 February 9, 2026 Extraordinary General Meeting VC/OAVM

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:

(a) Review of the performance of the Board as a whole;

(b) Review of the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non - Executive Directors;

(c) Assessing the Quality, Quantity and timelines of flow of information between the Companys 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:

(a) Preparedness for Board and Committee Meetings

(b) Attendance at the Board and Committee Meetings

(c) Guidance on Corporate Strategy, Risk Policy and Corporate Performance

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

(e) Ensuring the integrity of the Companys 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 necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence, as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

The Board is of the opinion that the Independent Directors possess the Integrity, Expertise and Experience. In accordance with the provisions of the Companies Act, 2013, None of the Independent Directors are liable to retire by rotation.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Familiarisation Programme for the Independent Directors has been carried out by the Company, during the year under review.

STATUTORY AUDITORS AND THEIR REPORT

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 2025-2026. The Auditors Report for the Financial Year 2025-2026 does not contain any qualifications, reservations or adverse remarks. The Auditors Report to the Members for the year under review, forms part of this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12)

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

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 the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors have appointed Mr. Kashinath Sahu (FCS: F4790), Practicing Company Secretary, as the Secretarial Auditor of the Company for the Financial Year 2025-2026. The Secretarial Auditor, Mr. Kashinath Sahu, Practicing Company Secretary, has issued the Secretarial Audit Report in Form MR-3 for the Financial Year 2025-2026, pursuant to the provisions of Section 204 of the Companies Act, 2013, which 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) 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 AUDITORS

The Company has in place an adequate Internal Audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys processes. The Internal Auditor reports directly to the Chairman of the Audit Committee.

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 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.

COST AUDITORS AND COST AUDIT REPORTS

The provisions of Section 148 of Companies Act, 2013 are not applicable to the Company. Hence, Cost Accounts and records are not required to be maintained by the Company.

AUDIT COMMITTEE

The Audit Committee was constituted in accordance with the provisions of the Companies Act, 2013 and Regulation 18 of 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:

Name of Director

Status in Committee

Nature of Directorship

Mr. K Veeraiah Chowdary

Chairman

Non-Executive Independent Director

Mr. Y Madhusudhan Reddy

Member

Managing Director

Mr. Sasikanth Paritala

Member

Non-Executive Independent Director

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, 2026, four Audit Committee Meetings were held. The maximum time gap between any of the two meetings was not more than four months.

Date of the Meeting

Committee Strength Number of Directors Present

May 6, 2025

3 3

May 17, 2025

3 3

August 6, 2025

3 3

November 12, 2025

3 3

January 10, 2026

3 3

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:

Name of Director

Status in Committee Nature of Directorship

Mr. K Veeraiah Chowdary

Chairman Non-Executive Independent Director

Mr. Sasikanth Paritala

Member Non-Executive Independent Director

Mr. Y Madhusudhan Reddy

Member Managing Director

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.

Date of the Meeting

Committee Strength Number of Directors Present

May 17, 2025

3 3

July 4, 2025

3 3

August 6, 2025

3 3

October 14, 2025

3 3

January 10, 2026

3 3

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:

Name of Director

Status in Committee

Nature of Directorship

Mr. K Veeraiah Chowdary

Chairman

Non-Executive Independent Director

Mr. Sasikanth Paritala

Member

Non-Executive Independent Director

Mr. Y Madhusudhan Reddy

Member

Managing Director

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.

Date of the Meeting

Committee Strength Number of Directors Present

August 6, 2025

3 3

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 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.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

On the recommendation of the Nomination and Remuneration Committee, the Company has formulated and adopted a Nomination and Remuneration Policy, in accordance with the Companies Act, 2013 and the Listing Regulations. The Policy aims to attract, retain and motivate qualified people at the Board and Senior Management levels and ensure that the interests of Board Members and Senior Executives are aligned with the Companys Vision and Mission Statements and are in the long-term interests of the Company.

The Policy is available on the website of the Company at www.vilinbio.com

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 2025-2026, 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 Arms Length Basis. The particulars of such Contracts or Arrangements with the 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:

(a) documents whose preservation shall be permanent in nature;

(b) 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. No Director or employee has been denied access to the Audit Committee. The Policy is available on the website: www.vilinbio.com

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 Companys 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 Companys Shareholders may refer the Companys 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 REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS 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 Companys operations in future.

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 organisation.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management Framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Companys competitive advantage. The Business Risk Framework defines the risk Management approach across the enterprise at various levels, including documentation and reporting. The Framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. 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 more than seven years. Therefore, there were no Funds or Shares, which were required to be transferred to the 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, during the year under review.

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, during the year under review.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, 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. 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 by 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 at the time, when there is an 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.

The details pertaining to complaints under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as below:

Sl No

Particulars

1 Number of complaints of sexual harassment received in the year - Nil
2 Number of complaints disposed off during the year - Nil
3 Number of cases pending for more than ninety days - Nil

MATERNITY BENEFIT ACT, 1961

The Company hereby states and confirms that requisite compliances as applicable in respect of the Maternity Benefit Act, 1961, have been adhered to during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2025-2026, the Company has complied with the relevant provisions of the applicable mandatory Secretarial Standards i.e. SS-1 and SS2, relating to "Meetings of Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

DETAILS OF PROCEEDINGS PENDING BEFORE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made nor any proceeding are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

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.

By Order of the Board of Directors

Date : August 10, 2026

For Vilin Bio Med Limited

Place: Hyderabad

Sd/-

Sd/-

Y Madhusudhan Reddy

Prasanna Lakshmi Venna

Managing Director

Whole Time Director

(DIN: 02874260)

(DIN: 10862263)

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