Vivanza Biosciences Ltd Directors Report

To,

The Members,

Vivanza Bioscience Limited

Your Directors have pleasure in presenting their 43rd Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

(Rs.in Lacs)

	Standalone		Consolidated
Particulars	Year ended 31/03/2025	Year ended 31/03/2024	Year ended 31/03/2025	Year ended 31/03/2024
I. Total Revenue	297.74	1446.73	748.48	2788.91
II. Total Expenditure	367.10	(1403.84)	815.05	(2719.39)
III. Profit/(Loss) Before Tax (I-II)	(69.36)	42.89	(66.57)	69.52
IV. Provision for Taxation	0.15	11.15	0.84	14.79
V. Profit/(Loss) After Tax	(69.51)	31.74	(67.41)	54.73
(III-IV)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review, the Company has earned revenue of Rs. 297.74 lacs. The Board of Directors of the Company is continuously making efforts for the growth of the Company.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year, there have not been any changes in the nature of business of the Company.

4. DIVIDEND:

The Company has not declared any dividend during the year.

5. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at Rs.2,03,752 as compared to Rs.71,54,404 at the beginning of the year.

6. SHARE CAPITAL:

At present, the Company has only one class of shares – equity shares with face value of Rs.1/- each. The Authorized Share Capital of the company is Rs.4,00,00,000/- divided into 4,00,00,000equity shares of Rs.1/- each. The paid up share capital of the company as on March 31, 2025is Rs. 4,00,00,000/- divided into 4,00,00,000 equity shares of Rs.1/- each.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No Material changes have occurred during the year which shall affect the Financial position of the Company.

8. Performance and financial position of each of the subsidiaries, associates, and joint venture Companies

No Company has become or ceased to be subsidiary/Joint venture/Associate Company of the Company during the year. However, the Company has one wholly owned subsidiary Company i.e. "Vivanza

Lifesciences Private Limited". The information on the financial statement of Subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 are given in Annexure-A in Form No. AOC-1.

9. Deposits

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

10. Disclosure regarding issue of Employee Stock Option:

Company has not issued any Employee Stock Option during the year.

11. Annual Return on website

The annual return of the Company as required under section 92(3) and section 134 (3) (a) of the Companies Act, 2013 will be made available on the website of the Company at www.vivanzabiosciences.com.

12. Disclosure regarding issue of Sweat Equity shares

During the year, the Company has not issued Sweat Equity shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rule, 2014 are not reported yet.

13. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith as Annexure-B.

14. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) is not applicable to the Company during the year.

15. Directors:

A. Details of Appointment/resignation of Directors and Key Managerial Personnel

Mr. Hemant Parikh was reappointed as a Retiring Director by the members at their 43rdAnnual General Meeting held on September 01, 2025.

Ms. Rina Kumari has been appointed as Non-Executive Independent Director w.e.f. 30.04.2025.

Mr. Hitesh Rijwani was appointed as an Additional Director to hold office upto next Annual General Meeting in capacity of Non-Executive Independent Director w.e.f. 12th May 2025 for the period of five years subject to approval of members. Requisites resolutions are being proposed for your approval at ensuing Annual General Meeting.

Ms. Apeksha Vyas has resigned from the position of Non-Executive Independent Director w.e.f. 30.04.2024.

Mr. Sunil Shah has resigned from the position of Non-Executive Independent Director w.e.f. 30.04.2024.

Mr. Aagam Shah has resigned from the position of Non- Executive Independent Director w.e.f. 11.03.2025.

Mr. Avinash Bhojwani has resigned from the position of Company Secretary and Compliance Officer w.e.f. 28.02.2025.

Ms. Siddhi Shah has been appointed as Company Secretary and Compliance Officer w.e.f 20.03.2025.

B. Statement on declaration given by independent directors under Section 149(6) Of the Act

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Act.

C. Statement with regards to integrity, expertise and experience of independent directors

Your Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency)

D. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, Composition of the Board and Committees, culture, execution and performance of specific duties, obligation and governance. The performance evaluation of the Independent Directors was completed.

During the financial year under review, the Independent Directors met on 30thApril, 2024interalia, to discuss: • Performance evaluation of Non-Independent Directors and Board of Directors as a whole; • Performance evaluation of the Chairman of the Company; • Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board. The Board of Directors expressed their satisfaction with the evaluation process.

E. Policy on Directors Appointment and Remuneration

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. All the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel are as per the Nomination and Remuneration Policy of the company.

16. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During this year, Six Board and five audit committee meetings were held.

The intervening gap between the Meetings was within the period prescribed under The Act and The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015[LODR].

17. Details of establishment of vigil mechanism for directors and employees

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.vivanzabiosciences.com.

18. Particulars of loans given, guarantees given, investments made and securities provided

Details of loans, guarantees and investments are within the limit of the provisions of Section 186 of The Act as appearing in the Note 7 and Note 16 to the financial statements.

19. Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties in Form AOC-2 are enclosed as per

Annexure-C.

20. Managerial Remuneration

Disclosures pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure-D.

21. Auditors

• Statutory Auditors

M/s. Shivam Soni & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company from the conclusion of the 40th Annual General Meeting to hold office upto the conclusion of 46th Annual General Meeting.

• Secretarial Auditors

M/s. Chintan Patel & Associates, Practicing Company Secretaries, Ahmedabad, Gujarat, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company as per provisions of Section 204 of The Companies Act, 2013 and issue of Annual Secretarial Compliance certificate pursuant to Regulation 24A of LODR. The Secretarial Audit Report and Annual Secretarial Compliance Report have been annexed to this Report as per Annual Annexure- E respectively.

• Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditors Reports;

Neither the Statutory Auditors nor the Secretarial Auditors of the Company in their respective draft reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

22. Corporate Governance Report

As per Regulation 15(2) of the SEBI Listing Regulations, compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. At present, the Company is not required to comply with Corporate Governance regulations as none of the above referred limits have been triggered. Annexure – F.

23. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of LODR forms part of this Report. It deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. enclosed as per Annexure-G.

24. Risk management

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

25. Directors Responsibility Statement

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors Responsibility Statement", and confirm that:

a) In preparation of annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) 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 and of the profit or loss of the Company for that year;

c) 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) The Directors had prepared the annual accounts for the year ended 31st March, 2025 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the company has complied with provisions of the same.

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the Engineering Industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas: • The Roles, Rights, Responsibilities and Duties of Independent Directors • Business Development Strategy and Plans

• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 • Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

28. Audit Committee

The Audit Committee of the Board consists of Two Independent and One Executive Non-Independent Director. The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of LODR and Section 177 of The Act and Rules framed thereunder.

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The Company has in place a Vigil Mechanism; details of which are available on the Companys website.

The Audit Committee comprises of the following Members as on March 31, 2025:-

Name	Designation	Category
Mr. Aagam Shah	Chairman	Non-Executive, Independent Director
Ms. Rina Kumari	Member	Non-Executive, Independent Director
Mr. Jayendra Mehta	Member	Executive Director

* Mr. Aagam Shah has been appointed as Non-Executive Indpendent Director w.e.f 30.04.2025

* Ms. Rina Kumari has been appointed as Non-Executive Independent Director w.e.f. 30.04.2025.

* Mr. Aagam Shah has resigned from the position of Non- Executive Independent Director w.e.f. 11.03.2025.

There were 5 (Five) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2024-25, (i.e. 30thApril 2024, 5thJuly, 2024, 8thAugust, 2024, 17thOctober, 2024 and 31stJanuary, 2025).

The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2024-25, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

29. Nomination and Remuneration Committee

In compliance with Section 178 of The Act, Your Company has in place a "Nomination and Remuneration Committee". The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19 of LODR and Section 178 of The Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors.

The Nomination and Remuneration Committee comprises of the following Members as on March 31st, 2025:-

Name	Designation	Category
Mr. Aagam Shah	Chairman	Non-Executive, Independent Director
Ms. Rina Kumari	Member	Non-Executive, Independent Director
Mr. Hemant Parikh	Member	Non-Executive Director

* Mr. Aagam Shah has been appointed as Non-Executive Indpendent Director w.e.f 30.04.2025

* Ms. Rina Kumari has been appointed as Non-Executive Independent Director w.e.f. 30.04.2025.

* Mr. Aagam Shah has resigned from the position of Non- Executive Independent Director w.e.f. 11.03.2025.

There was 4 (Four) Meetings of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2024-25 (i.e., on 5thJuly, 2024, 31st January,2025, 20th March,2025 and 30thApril,2025).

30. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors, comprising of the following Members during the Financial Year 2024-25:-

Name	Designation	Category
Mr. Aagam Shah	Chairman	Non-Executive, Independent Director
Ms. Rina Kumari	Members	Non-Executive, Independent Director
Mr. Jayendra Mehta	Member	Executive Director

* Mr. Aagam Shah has been appointed as Non-Executive Indpendent Director w.e.f 30.04.2025

* Ms. Rina Kumari has been appointed as Non-Executive Independent Director w.e.f. 30.04.2025.

* Mr. Aagam Shah has resigned from the position of Non- Executive Independent Director w.e.f. 11.03.2025.

During the Financial Year 2024-25, 4 (Four) Meeting of the Stakeholders Relationship Committee was held, i.e., on 4thJuly, 2024, 3rdOctober, 2024, 13thJanuary, 2025 and 02ndApril, 2025.

31. Secretarial Standards

Secretarial Standards for the Board of Directors and General Meetings (SS-1 & SS-2) are applicable to the Company. The Company has complied with the provisions of both Secretarial Standards.

32. No application/ proceeding under IBC

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in this regard.

33. Acknowledgements

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

Place: Ahmedabad	For and on behalf of the Board
Date: September 01, 2025	For, Vivanza Biosciences Limited
	Sd/-	Sd/-
	Mehta J. A.	Parikh H. A.
	Managing Director	Director
	DIN:08210602	DIN:00027820