Date: 08.12.2020

To, Vivimed BSE Limited Phiroze Jeejeebhoy Towers, National Stock Exchange of India Limited Dalal Street, Fort, Exchange Plaza, Sandra Kurla Complex, Mumbai 400 001 Bandra (E), Mumbai - 400 051 Scrip Code: 532660 Symbol: VIVIMEDLAB

Dear Sir,

Sub: Notice of 32nd Annual General Meeting (AGM), Annual Report for the financial year 2019·20 and Book Closure for AGM.

This is to inform you that the 32nd Annual General Meeting (AGM) of the Company will be held on Wednesday, December 30,2020 at 3.00 p.m. The Company is conducting meeting through VC I OAVM. For details please refer to the Notice of this AGM.

Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached a copy of Annual Report for the financial year 2019-20 along with notice of the AGM for your information and records which is being dispatched to the shareholders of the Company.

We also hereby inform you that pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer books of the Company will be closed December 25, 2020 to December 30, 2020 (both days inclusive) for the purpose of AGM.

Please take the information on record.

Thanking you,

Yours faithfully, For Vivimed Labs Limited 60 K.Yugandhar Company Secretary

Encl: As above

Vivimed Labs Limited. Corporate Office: CIN:L02411KA1988PLC009465 North End, Road No.2 Registered Office: #78/A, Kolhar Industrial Area, Banjara Hills, Hyderabad. Bidar, Karnataka - 585403, India. Telangana - 500 034, India. T +91 (018482-232045, F +91 (01 8482-232436 GSTIN : 36AAACV6060A1ZQ Email: contactrclvivimedlabs.com I www.vivimedlabs.com T +91[0140-6608-6608, F +91 (0140-6608-6699 Unlocking Potential. Unleashing Value.

Vivimed Labs Limited Annual Report 2019-20 Contents From theMD’s desk16 Key Performance Indicators 14 AboutVivimed Unlocking potential 01 Corporate Overview Consolidated Financial Statements 157 Standalone Financial Statements 111 Corporate Governance Report Financial Statements 12 80 Board’s Report Corporate Information 38 Management Discussion & Analysis 20 Statutory Reports Notice 205 to AGMAgenda 39 more. something much suspect there’s it’s justthat you have beendoing, don’t like whatyou It’s notthat you

1 Annual Report 2019-20 2 VIVIMED LABS LIMITED skilfully. deploying our nichemore deftly and is primarily aboutharnessingand unlearn andrelearn new skills.It The new doesnot imply that we term as well asinthelongterm. verticals that deliver returns intheshort about addingnew musclesto our existing vertical that guzzlescashandtime. It ismore Our new doesnot involve creating anew existing infrastructure andcapitalisation. doing more than what we have beendoing with our what we have beendoing altogether, itpoints to This something new doesnot meanthat we stop doing New returns. New possibilities.New adventures. New excitements. significant value. of meaning;unleashing providing agreater sense possesses the potential of the evidentandwhich within the shadows of Something that ishidden we are excited better than it promises to At Vivimed, something tomorrow about this more that make our vr was. ever

3 Annual Report 2019-20 4 VIVIMED LABS LIMITED developing world. beyond the developed to the gaining acceptance isto look The workable strategy that is their businessmodel. markets to relook andmodify companies catering to these developed world isforcing healthcare costsinthe and the drive to optimise The economicslowdown, that isn’t surprising. undoubtedly here to stay. And Business modelinnovation is havens. near-term opportunity nations emerge asthe challenges, developing out internal andexternal economies labourto sort So, even asdeveloped promising geographies. our presence inthese our focus ongrowing Labs, have sharpened reality, we, at Vivimed In keeping with this

5 Annual Report 2019-20 6 VIVIMED LABS LIMITED presence in thisregion. which promises to strengthen our leading pharmaceutical Company product CDMOagreements with a We are working to forge multi- Asia South-East with partners inthisregion. Northern Africa by forging alliances in theMiddle East countries and We planto launchnicheproducts MENA development andevaluation. products are under various stages of pharmaceutical companies. About 15 We have partnered with multiple in Canadaasareliable CDMOplayer. We are strengthening our presence Canada to commence inFY21. approved andsuppliesare expected dossiers of which 10have been the CISmarkets. We have filed18 We are entrenching ourselves in CIS Markets the medium term. regulated markets over for usto leapfrog into the create arobust platform global pharma space, and our presence inthe fructify, willstrengthen These efforts, as they

7 Annual Report 2019-20 8 VIVIMED LABS LIMITED growth aspirations. choice, onethat promise to give wingsto our At Vivimed, we have madeanimportant can buildthe platform for sustained success. Because, sometimeseven the smallestshift stage for majorfulfilment. if you make minortweaks you may setthe always within your reach. The possibility that Because the truthis,those possibilitiesare possibility. is acertain adventure indoingit,for the Because they are little things. Butthere inconsequential whenyou face them. you make. ofthose Some choices may seem opportunities, alldictated by the choices Every day contains within itcountless 9 Annual Report 2019-20 10 VIVIMED LABS LIMITED on-ground reality. Room strategy into an transform this Board and resource base to distribution infrastructure our manufacturing and necessary, tweaks to the insignificant, yet products). sprays andophthalmic sterile dosages(nasal solid dosages to platform base from widen ourdelivery We have decidedto We are making products. we secure approvals for these business traction, asandwhen market, translating into increased offering for the global andIndian significantly expand ourproduct that this platform addition will We, at Vivimed, are convinced that country. some of our ophthalmic products in has shown interest inregistering A reputed Australian pharmamajor expected inFY21. supplies of someproducts are to the African markets; commercial for 11eye drop products for supplies We have engaged with acustomer approval for theseproducts shortly. registration. We expect to received for theCISmarkets which are under We have developed eight eye drops Eye drops zone this year.zone able to make someheadway inthis a nasalspray product. We shouldbe based pharmaceutical company for We are talking with aSwitzerland- markets soon. these products incertain African commence shortly. We plan to file the shipment of theseproducts to site for nasalsprays andexpect GMP andapprovals for theHaridwar We have received theCambodian products inCambodiaandNepal. We have filedfor multiplenasal Nasal sprays

11 Annual Report 2019-20 12 VIVIMED LABS LIMITED build uponour competencies. level, there isaconsistent effort to At both individualandorganisational Company’s performance andgrowth. Capability buildingisthekey to our WE BUILDONOURCAPABILITIES and we usually make itours. opportunity presents itself only once, is noroom for asecond chance. An At Vivimed, we believe that there WE FOCUS ONOPPORTUNITIES Our Values andPrinciples 50 countries. chemicals consumersinnearly pharmaceuticals andspecialty formulations across healthcare, supplier ofniche molecules and We are aglobally renowned Our business customer service. standards, operational efficiency and improvement inour quality Vivimed. We strive for continuous There are others; andthere is IMPROVEMENT WE STRIVEFOR CONTINUOUS constant to be,ischange itself. At Vivimed, we consider theonly WE EMBRACE CHANGE on precision andteamwork. methodical wayfocusintense with smart execution of our plansina We work towards efficient and SHINE WE ENDEAVOUR TO RISE AND Our reputed globalcustomers Our key assets Our verticals Generic APIs Team size 1,600+ R&D facilities 5 Manufacturing facilities 11 APIs CDMO projects Generics Our presence Finished Dosage Finished Dosage Branded Generics Formulations Bidar Kashipur Joodimetla (2Unit) Balarum Haridwar India Kolkata CDMO projects Spain Llica DoVall Sant Calony Mexico Cuernavaca Active ingredient Chemicals Specialty Hungary Budapest

13 Annual Report 2019-20 14 VIVIMED LABS LIMITED indicators Key performance

FY 2016-17 1,462 Revenue

(R FY 2017-18 1,186 crore)

FY 2018-19 1,315

FY 2019-20 1,059

FY 2016-17 411 EBITDA

(R FY 2017-18 222 crore)

FY 2018-19 200

FY 2019-20 16

FY 2016-17 222 Net profit

(R FY 2017-18 76 crore)

FY 2018-19 57

FY 2019-20 (109) FY 2016-17 734 Networth

(R FY 2017-18 1,239 crore)

FY 2018-19 944

FY 2019-20 835

FY 2016-17 95 Cash flow from operations

(R FY 2017-18 63 crore)

FY 2018-19 437

FY 2019-20 99

FY 2016-17 91 Book value perBook value

share FY 2017-18 150 (R )

FY 2018-19 114

FY 2019-20 101

15 Annual Report 2019-20 16 VIVIMED LABS LIMITED revenue?” generate new Company How canthe the table is: comes on question that most common Innovation, the at ourBoard of when we arrive “At Vivimed, From theManaging Director’s table Dear Shareholders, aggravated theslide. one of our key products, Ranitidine, about five months. Also, issues with Spain plant which remained shutfor to theoperational issues with our expectation. This was primarily due revenue vertical performed below API segment: Our largest year. building thestrategy for thecurrent will alsoserve asaplatform for fiscal under review, which, inasense, positives andnegatives aboutthe opportunity to throw light onthekey reasons for thesame,Itake the about theslideanddetailing the Hence, rather thanbeingapologetic and we have to brace for thisreality. Business will have itsupsanddowns we reported anet lossof R about 19%over theprevious year and standpoint asrevenue declinedby satisfying from aperformance Fiscal 2019-20 was not particularly performance in2019-20. Let mestart with asummary of our Looking back am lookingforward to. what has justtranspired and what I shareholders, inkmy thoughts on get to engage with you my fellow It isthat timeof the year where I 109 crore. our Board of Innovation, themost Atat arrive Vivimed, whenwe Looking forward the current year andbeyond. result inanimproved performance in companies. These additionsshould pharmaceutical with world-leading on our capability inpartnering These successes lendsa watermark from globalregulatory authorities. important approvals for our facilities acquisitions. In addition, it secured and madehealthy customer team bagged anumber of projects considerable progress. Our Finoso Our CDMOpiece, however, made to inflationary pressures. profitability dippedmarginally owing institutional volumes. Profit and covering thedrop indomestic uptick inrevenue –more than acceptance resulted inahealthy performance. Increasing product segment registered aheartening Finished Dosage segment: This and profitability. It reported apositive growth inprofit (mentioned inmy earlier statement). good fitfor our overall API business our belief that theacquisition was a was very heartening asit vindicated acquired intheprevious year). This performance of Soneas (the unit we The positive amongthis was the returns inthecurrent year. strategy will commence delivering growth. Iam confident that this immense opportunity for profitable low inaggregate volumes, provide emerging markets which, although are buildingour presence infast- pronged strategy. For one, we space, we are working onamulti- In thefinisheddosage formulation creation for allour stakeholders. intangible assets resulting in value the potential of our tangibleand – revenue verticals which unlock adding muscleto our flight wings made considerable headway in I amhappy to state that we have • • • perspectives: Thisis important question from three generate new revenue? the tableis: common questionthat comes on our resources productively. opportunities which helpleverage team agileandbullishonsynergic New revenue verticals keep the challenges. external vagaries or internal segments are saddled with a slide when thekey business New verticals helpinarresting momentum. necessary to sustainthegrowth New revenue verticals are How cantheCompany

17 Annual Report 2019-20 18 VIVIMED LABS LIMITED significantly over thenext 2-3 years. will buildour domesticpresence This initiative, Iamconfident, in adiligent anddisciplinedmanner. monitor performance with possibility goal, eachmember adirection, and which will provide each team a domestic formulations segment, have created a war-room for our To unleashtheir truepromise, we potential. were not commensurate with their But our returns from theseassets brands, we have askilledfieldforce. We realise that we have great finished dosage formulations space. domestic presence inthebranded And three, we are strengthening our near term. commercialise theseproducts inthe stamp of approval and we expect to filings have received theregulatory emerging markets. Some of these have filedtheseproducts inkey and ophthalmic products. We products to includenasalsprays Two, we are broad-basing our rewarding to say theleast. operations. And the results are responsibilities to sustainbusiness beyond thecallof their assigned challenge. Many of themhave gone the Vivimed team was upto the to state that every member of was nomeantask.But, Iamhappy the face of thisdeadly pandemic Continuing businessoperations in It was atough timefor ustoo. of thecommon man. uncertainty engrained intheminds across theglobeandfear and of lives andlivelihood for million in terms of economic despair, loss mayhem created by amicroorganism most would want to forget for the for theentire world. It’s a year that The year 2020isapausebutton Looking at 2020-21 horizon. times over the harbinger ofbetter believe that this isa considerably. I 2020-21 improved the firstquarter of performance in consolidatedOur medical communities toensure easy with various governments and disease. We are working closely with mildto moderate Covid-19 the potential treatment of patients treatment approved inIndia for and istheonly oral anti-viral to moderate casesof Covid-19 is usedfor thetreatment of mild 200 mg(Favipiravir). This tablet manufacturing of Favulous tablets crore-plus export order for the 1) Your company received aR registered inthecurrent year. based onsatisfying achievements through the year. My optimism is I expect thismomentum to sustain registered inthecurrent year. based onsatisfying achievements through the year. My optimism is I expect thismomentum to sustain Q1FY20 Consolidated FinancialPerformance 3,455 Revenue EBITDA -Last5uarters (Rs. In Mn) 424 Q2FY20 2,836 -10 Revenue 25- Q3FY20 1,998 -68 manner. I would like to extend my responsibilities inthebestpossible Board for guidingmeto execute my In closing,I would like to thankthe healthy returns. our strategies would startgenerating next couple of years during which looking at anexciting periodfor the To sumitup,Ibelieve that we are shortly. commercialising theseproducts Canada approved site. We will be products from our PICS&Health and three oral liquidsuspension products from our ophthalmic facility approvals for three ophthalmic 2) More recently, we received many suchorders going forward. across the world. We hopeto receive availability of Favulous to patients EBITDA Q4FY20 2,382 -182 Q1FY21 3,246 484 Managing Director Santosh Varalwar Warm regards move into abrighter future. co-operation inassisting Vivimed our journey. Isolicit your continued consistent supportandassistance in government authorities–for their bankers andcentral andstate stakeholders – vendors, customers, record my gratitude to our other and support.Ialsoplace on shareholders for their confidence My deepappreciation to our and overcoming challenges. for their relentless effort infacing every member of the Vivimed team sincere appreciation to eachand

19 Annual Report 2019-20 20 VIVIMED LABS LIMITED for durable goods picked upinthe during the year. Household demand metals, decelerated considerably Commodity prices, especially oil and of the year under review. outlook downbeat through mostpart disasters kept theglobaleconomic measures andseveral weather-related many nations, lackof effective policy markets. Intensifying socialunrest in to large-scale unemployment across in theglobalautomotive industry led capital goods. A sustainedcontraction led to the dryingupof demandfor damaging for investments andhave trade policy uncertainty have been trade, higher andprolonged tariffs manufacturing activity andglobal A sharpdeterioration in continued downturn. factors inemerging markets aidedthe tensions and various country-specific trade barriers, increasing geopolitical back. Unabated conflicts over rising since thefinancialcrisisadecade unprecedented 2.9%–thelowest 2019-20, drivingglobalgrowth to an across the world through the year underlined economic activities A rare synchronised slowdown Global economic overview An economic overview Analysis & Discussion Management threats inthehistory of human world encountered oneof thefiercest Towards theend of 2019-20, the domestic demand. lower investor sentiment andcooling dropped to 6.1%in2019becauseof down to 0.7%, while growth inChina the Japanese economic growth particularly thoseto China–drove in manufacturing andexports – taxes andanoverall slowdown Hagibis, anincrease in value-added Disasters unleashedby typhoon 1.3% in2018-19. inching up1.4%duringthe year from the slowdown with theBritish GDP uncertainties too contributed to disruptions incar production. Brexit declining demandfrom Asia and sector inGermany grappled with growth inFY2019. The industrial region slumpedto 1.2%economic business investments. European trade war with Chinaandsluggish slowed to 2.3%amidthecontinued accounts for 17.5%of theglobalpie, a year back. The USeconomy, which down to 1.7%in2019-20from 2.2% Growth inadvanced economies went the year.throughout there was adampeningeffect second quarter of 2019,although measures. 2020, supported inpartby stimulus projected to beinthepositive zone in first quarter isunderway, growth is from asharpcontraction inthe prices. In China, where recovery conditions andaplunge incommodity shock, tightening inglobalfinancial slump becauseof external demand economies are likely to seea emerging markets anddeveloping most advanced economies, while Growth isexpected to beslower in markets anddeveloping economies. the advanced economies, emerging the Coronavirus pandemicamong stark differences intheimpact of currency robustness will highlight of financialinstitutionsandthe of thehealthcare system, strength Governance capacity, effectiveness exacted adecadeago. the toll thefinancialcrisishad to contract sharply this year, dwarfing Fund fears (IMF) the world economy 2020. The International Monetary heavily ontheeconomic forecast for into anage of uncertainty, weighing The pandemichasdriven the world Looking forward Covid-19 pandemic. civilization with theoutbreak of the Real GDP growth (%) some extent with thefarm sector arrested theslideinGDP growth to increased government expenditure Healthy growth inagriculture and review. high levels duringthe year under unemployment reached itsrecord economy went into atailspinand year ago. Almost every sector of the growth in2019-20from 6.1%a economy slowed down to 4.2% host of internal issues,theIndian Saddled by weak globalcuesanda Indian economic overview trading economics, Statista, CNBC) April 2020,CNN,Economic Times, (Source: World Economic Outlook, strength of therebound. considerable uncertainty over the below thepre-Covid-19 trend, with growth isexpected to remain in 2021,thoughthelevel of GDP The IMF seesapartialrecovery lives. the authoritieshadslappedto save other containments measures against leaving behindthelockdowns and projected to recover systemically, Business andeconomic activitiesare once thepandemicbeginsto recede. and experts seeabrighter tomorrow crisis, asenseof optimism prevails, losses unleashedby theCovid-19 Despite uncertainties andhuge 2016 3.4 2017 3.9 2018 3.6 2019 2.9 incipient recovery. sectors. It nixed theIndian economy’s and large-scale retrenchment across set off asevere demand-supply shock business activitiescameto ahaltand in March 2020. All economic and capital from thedreaded diseaselate strictest lockdown to save itshuman enforced the world’s longest and 20. The second nation mostpopulous pandemic towards thecloseof 2019- shock intheform of theCovid-19 The ailingeconomy suffered abrutal CIT of 23.03%. closer to theglobalaverage statutory cess of 4%. This alignedIndia’s CIT new lower surcharge of 10%anda dropped to 25.17%,inclusive of a effective Corporate Income Tax (CIT) tax rate to 22%from 30%. The new decades. It moderated thecorporate single biggest reform inthelasttwo the ailingeconomy, implemented the The government, to breathe life into against 7.3%intheprevious year. a lower rate of 5.3%in2019-20,as consumption expenditure grew at spend-shy. As aresult, private final average Indian consumer extremely consumer confidence, makingthe The economic headwindseroded the and 6.1%inthe year-ago period. year, takingasteep plunge from 5.7% 0.03% and1.3%growth duringthe construction putupapoor show of the negative zone. Manufacturing and investments andexports stayed in decelerated,demand while during the year. Consumption demand slowed down considerably But three major components of services scoring over 10%rate of rise. administration, defence andother over thelastone year andpublic doubling itspace of growth to 4% The government announced a and moratorium for loanrepayment. cut intherepo rate since March 2020 initiatives which includeabout115bps announced significant monetary easing enterprises, theReserve Bank of India To easethepressure onIndian quarters Indian economic growth inthefour investments andbusinessprospects. This success will certainly drive home have climbedby more than10spots. successive year for theranking to October 24,2019).It was thethird (Source:Economic The Times, of Doing Business Index for 2020 rank 63onthe World Bank’s Ease India pushed itself up14places to revive, reorient andregain itself. long way givingitenoughimpetus to the year under review that will go a India achieved amilestone during sentiment prevailing over theplanet, of 2020-21.Despite thenegative about arebound around second half keeps experts andanalysts optimistic into theIndian economy, however, An inherent resilience rooted deep Looking forward labour andtherural masses. lockdown –theurbanpoor, migrant safety net for thosehithardest by the lakh-crore relief package to provide a Q1 FY20

5.2 Q2 FY20

4.4 Q3 FY20

4.1 R Q4 FY20 20- 3.1

21 Annual Report 2019-20 22 VIVIMED LABS LIMITED exceeding US$1.1trillionby 2024. to increase at 2-5%annually, spending onmedicinesisprojected In sync with theuse, global countries. lower thaninhigher income per capitarates of usestillmarkedly have large populations, buthave is inpharmerging markets, which person. Majority of medicineuse therapy, anaverage of 234per an estimated 1.8trilliondays of 2014. In 2019,patients received recorded between 2009and 2014, slowing down from 4% annual growth rate (CAGR) since has increased at a3%compound Overall, theglobaluseof medicine acrossthe world. a unique window onhealthsystems a timely andgranular way provides the practical ability to measure itin key influencers of globalhealthand The useof medicinesisoneof the Global pharmasector sick medicines will beindemand. premise that aslongpeopleare sector that isfirmly anchored onthe cycles, pridingitself asadefensive the upsanddowns of business has for longremained immuneto The businessof medicine-making The pharmaceutical sector incidence of non-communicable The ageing population andrapid demand intheemerging markets. and epidemiological trends will drive of living,andevolving demographic Demographics: healthcare Emerging trends in companies. investment by globalpharmaceutical has increased, resulting inhigher on theresearch anddevelopment patent protection, itsdependence growth andalsosteady lossin While theindustry is witnessing the impactonspending. therapies would becriticaltolessen infrastructure to manage high-cost in novel therapies. New payments leading to higher volume anduptake continue to seeincreased access, to grow 5-8%. These markets will medicine spendingisexpected In volume-driven emerging markets, exclusivity onpatented medicines. under pricingpressures andlossof volume growth will slow down rate of 1-4%,given that price and product spendingat alower growth specialty medicineandnew branded expected to continue investments in Most developed markets are Improved standards • economies. in developed anddeveloping convergence of healthcare systems digital services islikely to promote strategies. Accelerated adoption of medical outcomes andshapefuture evaluate patient engagement and of moderninfrastructure to transformative force inthecreation Digital technology hasbeena Digital healthsystems: prevention. investments towards control and and diabetes, will seeasurge in cardiovascular diseases,cancer diseases (NCDs), especially forecasts shipment volume to have in 2019.Looking ahead,IDC the 345.9millionunitsshipped marks a14.5%increase from WearableDevice Tracker. This (IDC) WorldwideQuarterly International Data Corporation according to new data from the total 396.0million unitsin2020 wearable devices are expected to health. Global shipments of patients to monitor their own providers. It alsoempowers health remotely by medical allow monitoring overall patient (smart watches andhealthbands) IoT-enableddevices wearable • effective manner. discovery andclinicaltrialsinacost- selection of candidates for drug and patients, while optimising the digital engagements with physicians improving thesophistication of pharmaceutical companies in machine learning(ML)canserve Intelligence (AI),blockchain and technologies: ArtificialNew-gen Notes: Net Market Size after estimated off-invoice discounts and rebates,estimated at country level (see methodology) Source: IQVTA Market Prognosis, Sep 2019,IQVIA Institute, Dec 2019 Gloal Mn Nt Mart S anGrowth 2009-202,Constant USBn coming years. is forecast to expand over the market of US$7.17billionin2019 voice recognition. The chatbot aided by machinelearningand auditory questionsof thepatients, programmes to answer text and Chatbots are software-enabled total 637.1millionunitsin2024. a five-year CAGR of 12.4%and 2009 628 55 95 8 Overall CAGRs 5-Yar 122 26 28 3 Developed 201 enabling hospitalsto move to virtual patients andgovernment policiesare and innovations, preferences of value-based care. Latest research and data infrastructure to maximise outcomes-based financialmodel value-based modelisencouraging emerging delivery models: The New commercial strategies and increase access for patients. prescription drugsto reduce cost and options to negotiate thepricingof are exploring arange of policy Global pricingaction:Governments trends to drive Spending. demographic andepidemiological in response to risingdemand, South-East andEast Asian countries national healthcare schemesby Reach: 519 168 90 Continued expansion of Pharmerging Overall CAGRs 5-Yar 33 26 2 Rsto Worl 2019 609 2 102 955 billion in2017. market was pegged at US$284 medicines). The globalnanomedicine systems (unlike conventional in precise targeting anddelivery of 1to 100nanometres. This helps molecules at aminute ‘nanoscale’ controlling individualatoms and diagnoses andtreats diseasesby Nanomedicine: Nanomedicine increasing accessibility. environments, moderating costs and Gloal Overall CAGRs 5-Yar 1- 5-8 1- 2-5 Forast 1,115-1,15 665-695 315-35 100-130 202

23 Annual Report 2019-20 24 VIVIMED LABS LIMITED Source: Value Growth of Indian Pharmaceutical Market (IPM),MAT July Ref (PwC API Paper) Steady trend only 3.5%of theglobalshipments. world with exports contributing to pharma industry ranks 14thinthe In value terms, however, theIndian drug maker inthe world by volumes. (EDQM), India isthethird largest Directorate of Quality Medicines facilities certified by theEuropean Manufacturing Practices), and253 by the WHO-GMP (Good With nearly 1,400plants approved US-FDA guidelines. number of plants compliant with the by volume, andhoststhelargest the US,largest pharmamarket manufacturing facilities catering to The country ishometo afifthof all life sciences space. themselves asleaders inthe world and Indian firmshave positioned location ontheglobalpharmaatlas of the World, India isa vital strategic Often referred to asthePharmacy Domestic pharmaspace Non NLEM (NLEM) National Listof Essential Medicines Indian pharmamarket the lastfew years stands witness The sector’s steady growth through industries interms of FDIinflow. years, makingitoneof thetop eight pharma space over thepastthree billion hasflown into theIndian India’s trade deficit. More thanUS$2 contributing to thelowering of and ranks amongthetop five sectors billion of trade surplusevery year The industry generates over US$11 manufacturing. in high-skillareas like R&Dand to an estimated 2.7millionpeople The industry provides employment the country’s economic growth. has beencontributing greatly to The Indian pharmaceutical industry countries. costs, especially indeveloping pivotal role inoptimising healthcare pharmerging markets andplays a of generic drugsfor regulated and India isoneof thelargest sources 2014 11 (9) 8 2015 16 10 15 2016 12 11 5 of theindustry. are alsocontributing to thegrowth options as well asmodernmedicines and their awareness of treatment health consciousness amongpeople pharma market. The risinglevel of behind thegrowth of theIndian country hasbeenakey driving force noncommunicable diseasesinthe from communicable diseasesto The epidemiological transition in theglobalpharmaspace. to India’s growing importance 2017 10 (6) 8 2018 7 3 7 2019 10 6 9 130 billionby 2030,averaging a is aimingfor aturnover of US$120- billion, theIndian pharmaindustry Based onanannualrevenue of US$40 world’s top generics provider. of volume, which makes India the 20% of theglobalexports interms billion. Generic drugsaccount for surgical products stood at US$20.70 formulations, herbaldrugsand comprising bulkdrugs,intermediaries, market. In FY20,pharmaexports, countries andtheUSisprimary India shipsdrugsto over 200 recorded a year back. R 20. This makes a9.8%jumpfrom around US$20.03billion,in2019- turnover reached R India’s domesticpharmamarket According to government estimates, 1.29 lakhcrore (or US$18.12billion) India amajor manufacturing hubfor Increasing penetration of chemists Globally compliant infrastructure Skilled manpower National Health Policy, 2015, which focuses onincreasing expenditure public onthehealthcare segment Cost advantage Exemptions to drugmanufactured through indigenous R&D from price control under NPPP-2012 generics 1.4 lakhcrore, or Plans to setnew up pharmaeducation andresearch institutes Reduction inapproval for time new facilities API manufacturing capabilities. conducive ecosystem to rebuild its the funds,industry needsa with import-dependence. Along ingredients to cutdown onthis domestic manufacturers of pharma a R The government hasannounced tensions. because of evolving geopolitical dependence may affect thegrowth Asian countries andthisover- Starting Materials (KSM)from other Pharma Ingredients (APIs) andKey India importsabout70%of its Active journey to thetarget atough ride. make theIndian pharmasector’s A chinkinitsarmour isfeared to league of top five pharmamarkets. reached, India will break into the yearly growth rate of 11-12%.Once 1.3-billion fundto encourage Sl- s The growth drivers D r

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D r s r • • • pharma industry. bolster thefortunes of thedomestic a slew of measures that are likely to The Union Budget 2020-21unveiled Growing number of stress-related Arogya Yojna(AB-PMJAY). Bharat –Pradhan Mantri Jan scheme Ayushmaninsurance (US$915.71 million) to thehealth Allocation of R poor families. expected to benefit 7.31million healthcare programme, which is largest government-funded National Health Mission, the (US$4.88 billion) towards the Allocation of R (US$9.30 billion). increased to R Health andFamily Welfare has Allocation to theMinistry of ailments owing to lifestyle issues Increased penetration of health Increased accessibility to drugs Improved services diagnostic Increasing fatal diseases insurance 65,012 crore 6,400 crore 34,115 crore

25 Annual Report 2019-20 26 VIVIMED LABS LIMITED near future. Generic APIs are soon drive thegeneric segment inthe branded moleculesisexpected to in 2019, while patent expiry of market share for Innovative APIs development alsoledto agreater increased fundingfor novel drug The risingemphasisonR&Dand efficiency of molecules. digitalisation andhigher level of the coming years facilitated by segment isprojected to grow in year under review, while thebiotech the lastfew years, including the APIs dominate themarket through and procurement helpedsynthetic Easy availability of raw materials segments of thepharmamarket. producing ingredients for different in which manufacturers specialisein The supplier baseconsists of hubs being theprincipaldrivers of change. prices andregulatory compliances demand inthedrugindustry, with 2019, are tunedto theevolving billion API market, asestimated in The supply chainsfor theUS$170.8- manufactured locally. ingredient madein Asia asone are aslikely to contain oneactive prescribed intheUSandEurope is aglobalbusiness.Medicines Pharmaceutical Ingredient (API) ofManufacturing Active The globalscenario The APIsector The Indian market diseases, diabetes andtuberculosis. categories like cardiovascular APIs, includinghigh-burden disease many criticalintermediaries and China isalsothesinglesupplier for materials. about 68%of thetotal importof raw US$2.4 billionfrom China. This was drugs andintermediaries of about Indian drugmakers sourced bulk and pricingfactors. In 2018-19, with thechangingmarket dynamics bulk drugsfrom Chinato beinstep and more dependent onimportof Indian pharmamarket turnedmore in making APIs tillafew years ago, the Although India heldastrong position (OTC) drugs. acceptance levels of overcounter the India andBrazil becauseof thehigh to beadopted more by countries like Indian buyers contract with 2-3 months of are ready to sign Chinese period May-June 20 20% down from Prices of APIs Pep Pill suppliers

bulk drugsfrom China India imports the next few months be nosupply disruption in signals that there would Experts say this of 70% of thresholds. the R from smaller players especially on with theaimtoattract investment governments. These are carriedout in partnership with respective state develop three megabulkdrugparks The Centre hasalsodecidedto devices. intermediates, APIs andmedical manufacturing of startingmaterials, for thepromotion of domestic billion, or around US$181million, an incentive package of R drugs, thegovernment hasproposed dependence onimported bulk To free India from thisover- route. manufactured by thefermentation heavily onChinafor antibiotic APIs In fact, themarket depends 200-500 millioninvestment E17,400 crore from Chinain2018-19 worth of APIs imported over the reliance is For Antibiotics, 13.76 90%

applications. This sector plays akey end-use performance-enhancing low-volumeproducts known for their Specialty chemicals are high-value, The Indian scenario chemicals. fast-growing markets for specialty growth of theregion asoneof the for mostindustriesthat ledto the one of thetop manufacturing hubs to themarket in2019.China was largest revenue contributor of 46.8% Asia Pacific was reported asthe further growth. provided themuch-neededpushfor (accounted for 3.4%in2019) adhesives, sealants andelastomers and itsapplications ascoatings, revenue share of 8.6%. Technologies segment asthelargest market industrial andinstitutionalcleaners The year 2019saw growth of the applications. used inless volumes for specialised driver for thesector. These are is projected to bethemajor growth pulp andpaper, andpersonal care the industriessuchasoilandgas, solution-oriented chemicalsacross demand for high-performance and billion in2019. An increasing market was estimated at US$630.0 The globalspecialty chemicals The globalscenario The specialty chemicals space essential mottos of every country. water for various usesisoneof the Water conservation: To conserve coatings of components. into demand for chemicalsusedin growth which, inturn, will translate to drive theautomotive sector urban commuting format islikely disposable incomes andchanging aspiring middleclass,arisein Robust automotive sector: An pigmenting to grow. the chemicalindustry for dyeing and provides sufficient headroom for as well asinmarkets outsideIndia in demandfor textiles both locally Stronger textile sector: The increase leading to asurge inconsumption. population will reach 275million, million by 2030,by when theurban rise andisexpected to reach 148 middle-class population isonthe Bigger middle-class: The Indian Factors drivingthetraction major growth drivers for thissector. application development are the customer requirements and basic chemicals.Understanding deliver more returns thanany other knowledge, they are believed to are customer-centric backed by coming years. As their solutions projected to drive growth inthe role intheIndian economy andis lifecycle production. R&D activitiesandearly technology making itapreferred choice for India ranks 55among130countries, International Property Rights Index, IPR protection: In terms of the chemicals. increased consumption of specialty and consumer safety isresulting in improve society’s standard of living government to usetheproducts and Policies implemented by the Refined consumption standards: chemicals. enhancing growth for these hygiene andhealthcare products, people are ready to spendon sector. With thegrowing affluence, awareness are expected to drive the improving products andcustomer consumption: An increased focus on Consumption of specialty in developed countries. the sector ascompared to 1.0%used sector asonly 0.4%of itisusedin potential to grow intheconstruction Specialty chemicalshasimmense Booming construction sector: effluents. used to conserve andtreat water These specialty chemicalscanbe

27 Annual Report 2019-20 28 VIVIMED LABS LIMITED the Company to nurture healthy innovation andquality hasdriven specialty chemicals. A passionfor sphere of pharmaceuticals and a globally respected player inthe Vivimed hasestablisheditself as Over itsthree-decade journey, The enterprise &itsbusiness Contribution from Pharma segment 90% Revenue from specialty chemicals Revenue from Pharmaceuticals 958 101 (R (R crore) crore) Specialty Chemical Contribution from 10% segment Specialty Chemicals. divisions –Pharmaceuticals and segmented broadly under two The Company’s businessis corporate marques. business relations with global Revenue in2019-20( 1,059 R crore) Export earnings 70% operations more deftly. for superior focus onmanagingthe distinct revenue verticals provides out of theclutter, thesplitinto two chemistry that helps Vivimed stand the two businessesisitsexpertise in While thecommon thread between Domestic income (R Domestic income (R Export earnings( Export earnings( 765 193 89 12 Domestic income R R crore) crore) crore) crore) 30% Pharmaceuticals Pharmaceuticals Business division1 revenue from Proportion of API: Revenue (R 77% 958 23% crore) Dosage: from Finished of revenue Proportion Revenue from Finished Dosage business(R Revenue from API business( Contribution to overall revenue (%) 90% 222 736 R crore) crore)

29 Annual Report 2019-20 30 VIVIMED LABS LIMITED Performance snapshot Active Intermediate Pharmaceutical (API) Pharma segment 1 • • • • Corporate overview • • • Generic APIs revenueComplementing verticals across three continents. Headquartered inBarcelona, with advanced production facilities spread experience inthisbusinessspace. Well positionedinEurope andtheUS with more thaneight of decades Managed by itsinternational subsidiary UQUIFA s.a. Flagship divisionof theCompany. Revenue accretive the edge Manufacturing expertise to leading cost efficiency is Volume-led model business 2019-20 736 Change over theprevious year Revenue (E (18%) incrore) 2018-19 896 • • • (CDMO) Contract Development and Manufacturing Operations Margin accretive timely delivery iskey inresearchExpertise for product development and Value-driven businessmodel 2019-20 (77) Change over theprevious year EBIT (E (221%) Manufacturing facilities incrore) R&D facilities 4 3 2018-19 64 development. broadens UQUIFA’s market offering inthe CDMOspace to undertake preclinical, Phase I,IIandIIINCEproject manufacturing (at itsthree USFDA-approved facilities) across three continents. The acquisition (inFY19) ofSONEAS UQUIFA isoneof thefirst API/advanced intermediate manufacturing companies offering R&Dand cGMP CDMO services topline. The generic API businessisthekey revenue earner for the API segment, accounting for more than75% of UQUIFA GenericAPIs • Continued to strengthen Chemistry skills to cater to a Newlaunches API • Business flow &customer addition Regulatory approvals/filings • • Plant operation Initiatives taken during2019-20 • Leveraged cutting-edge technology for improved provides sales visibility inFY21 Order flow pickuptowards theclose of 2019 which optimise operating costs Numerous projects implemented across facilities to operational efficiency Capex projects implemented at allfacilities to enhance Active DMFs 47 wider array of development projects. Initiatives taken during2019-20 Capability addition Customer addition outcomes. 12 Approved COS 38 Global reach (nations) 80 Widened research anddelivery should capabilities widenthe Growth drivers for 2020-21 growing demandinareas suchasanti-ulcer, andCVS. CNS, Leverage themoleculeportfolio onthe incapitalise Enhance wallet share with existing customers. dependable interms of quality anddelivery. pharma companies to seekasecond API source which is to theCovid-19 pandemichasmandated large global Supply chaindisruption intheglobal APIspace owing outsourcing market ispoisedto reach US$36.51billion According to arecent report by Technavio, theCDMO sharpened focus on handfulof molecules will increase Growing focus onnew product development with a during 2019-2023at aCAGR of almost 8%. demand for dependable partners. Growth drivers for 2020-21 arrangements Distributor 60 opportunity net. Doxylamine Succinate Niche molecules Pantoprazole Etofenamate Omeprazole Quetiapine Ranitidine

31 Annual Report 2019-20 32 VIVIMED LABS LIMITED • • • Generic Performance snapshot (FDF) Formulations Finished Dosage Pharma segment 2 Marketed inthedomesticmarkets. Branded Generics revenueComplementing verticals • • • Corporate overview Includes contract for manufacturing leading domesticbrands. Health Scheme. Approved suppliers for many government institutionslike AFMSD, Railways, RMSCL andthe Central Government Key revenue earner for theFDF segment with afocus onreaching to out pharmerging markets. Caters to customers inIndia andacross theglobe. Manufactures nicheformulations basedonmultipledelivery platforms. Value-added segment pharmabusiness. within the 2019-20 222 Change over theprevious year Revenue (E (13%) incrore) 2018-19 256 the globe. Find acceptance in India andpharmerging markets across Generics 2019-20 30 Change over theprevious year EBIT (E 17% Manufacturing facilities incrore) R&D facilities 6 1 2018-19 26 in thedomesticmarket. The Company hasateam of about300Medical Representatives (MRs) for creating awareness of its branded products Branded Generics • • • • Regulatory approvals • • • CDMO business(managed by Finoso) • Institutional business • • • Global business Initiatives taken during2019-20 • • • • CMO with domesticbrands • New product launches • • • Geographic presence Initiatives taken during2019-20 Received approvalfromHealth Canada Successfully completed USFDA audits ofourANDA@CROPanexcell andCMOAlathur Successfully achieved DCGItesting laboratoryapproval Completed proceduresandreceivedapprovalfromtheEU Signed 9CDMO projectswhichprovide long-termrevenuevisibility Pharma USA,andBilimTurkey Acquired new customers –MorningsidehealthcareUK,AETGermany, Avalanche Signed 30projects inFY20forformulation development Awarded atender bytheAPand Telanganagovernmentsforalmost 11products Widening theproduct deliveryplatform fromsolidstosterile reputed pharmaceuticalscompanies Made aconsiderable headwayin Canadainstrengtheningbusiness relationswith Number ofproductsreadiedfor theCISmarkets–suppliestohappen inFY21 companies for growing theCMOpiece. Discussion at anadvanced stage with leadingdomesticpharma Achieved near-peak business volumes with GSKandP&G more inthepipeline which could happeninFY21 Secured businessfrom Ciplafor multipleointment products; few product development completed Discussion with Reckitt Benckiser on4drug combination products – newLaunched products catering to diverse therapeutic segments ourExpanded marketing footprint. New brands/sub-brands intheexisting launched footprint. Added members to our feet-on-the-street team. Brands intheportfolio 18

221 MRs Growth drivers for 2020-21 Zydus CadilaandCipla. leading domesticpharmaceutical companiesnamely approval andfor securingcontractual business from Capex required in Jeedimetla site (Unit 2)for EU pharmaceutical companies to drive volumes Fruition of new contracts withleadingdomestic volumes. footprint shouldalsohelp ingrowing business Addition to theproduct portfolio and a widening segment. should helpingrowing thedomesticbranded generic Focused reach outstrategy with aclear roadmap States of presence 11 Growth drivers for 2020-21 could bearate limiting factor Equivalencestudies which Most tenders insistingon Bio institutional business There liesachallenge for visibility term revenue andcash flow partner andprovides long- credibility asadependable Growing CDMObusinessadds profitability growth intopline andbusiness should result inhealthy Addition of thesterile platform growthin volumes Canada shouldseeheartening Focus ontheCISmarkets and Leading brands Colonil Spas Vitatop Tab Notus SYP Metroquin Megadine

33 Annual Report 2019-20 34 VIVIMED LABS LIMITED Specialty Chemicals Business division2 • • • • Corporate overview Karnataka USFDA-approved manufacturingfacility at Bidar, Reversacol, have earneditglobalrespect High-performance patented dyes soldunder thename photochromic dyes Global leader inthedevelopment of innovative Global supplier of specialty chemicals Revenue (Rcrore) 101 Contribution to overall revenue (%) Manufacturing facility 10% R&D facility 1 1 Home andpersonal care |hair dyes | imagingchemicals Multi-sector usage Performance snapshot Manufacturing blockfor Jarocol Red 3-approved at Coty manufacturing unitcommenced Completed development of Basic Violet 2;trialsat theBidar Imexine OV –new product potential In conversation with L’Oréal for gainingsupportfrom Chimex on Initiatives taken during2019-20 2019-20 101 Change over theprevious year Revenue (Eincrore) (38%) 2018-19 163 | Photochromic Consumer confidence upon Vivimedproducts supply chainconfidence Direct salesexpected to increase with better Growth drivers for 2020-21 2019-20 5 Change over theprevious year EBIT (Eincrore) (112%) 2018-19 44

35 Annual Report 2019-20 36 VIVIMED LABS LIMITED manhour utilisation. led to aremarkable riseineffective productivity andengagement that This hasincreased theoperational the management andthe workers. best working chemistry between to-people interactions to ensure the The Company stresses onpeople- and leadership attributes of itsteam. technical skillset, behavioural traits programmes to upgrade the the Company organised several During the year under review, current andfuture businessneeds. terms of skillandcapability to address help upgrade its workforce both in to develop various programmes that profitably. It invests timeandmoney doing businesssustainably and as anessential growth driver for Vivimed values itsintellectual capital Human Resource profit of R57.37crore a year ago. from beingintheblack with anet net lossof R109.11crore in2019-20 bottomline fell into thered with a 19 to R16crore in2019-20. The declined from R200crore in2018- In keeping with this,itsEBITDA R1,058.80croreto in2019-20. from R1,315.17crore in2018-19 Revenue from operations dropped review. in anet lossfor theperiodunder sharp declineinprofitability resulting marked by adrop inrevenue anda financial performance in2019-20 The Company reported atepid Statements) (based onConsolidated Financial Statements Analysis of Financial explanation are asunder: immediately previous financial years) inKey FinancialRatios, along with Significant changes (i.e.change of 25%or more ascompared to the Particulars Debtors TurnoverRatio Inventory TurnoverRatio Interest Coverage Ratio Current Ratio Debt-Equity Ratio (EBITDA Margin %) Operating Profit Margin Net Profit Margin (%) Return onNet Worth (%) 2019-20 (10)% (13)% (0.9) 3.5 2.0 1.3 1.6 2% 1.01 asonMarch 31,2019. 1.13 asonMarch 31,2020against (long-term debt to equity) stood at same period. The debt-equity ratio regrouped/re-classified) over the crore to R942.69crore (It’s includes loans decreased from R954.70 includes both shortandlong-term other hand,total borrowings that as onMarch 31,2020.On the March 31,2019to R834.59crore dropped from R943.79crore ason impacted shareholders’ fund–it The drop inprofits for the year crore a year back. crore in2019-20asagainst from operations stood at R79.56 organisational liquidity. Its net cash successful inretaining its The Company was, however, 2018-19 15% 4.2 2.4 2.0 1.4 1.5 4% 6% Change (143)% (336)% (315)% (16)% (17)% (90)% 12% (9)% R422.14 committee for aperiodicalreview. brought to theattention of theaudit improvements. Significant issuesare internal control systems andsuggest the adequacy andeffectiveness of all prime objective of thisauditisto test agencies asinternal auditors. The Company hasappointed independent statutory andoperational issues. The statutory auditors for monitoring strengthened inconsultation with The internal auditfunctionisfurther supply chainmanagement. like research, manufacturing and regulatory affairs to core operations like finance, humanresource and – from strategic supportfunctions to integrate theentire organisation and activities.It continuously strives for internal control of operations established policiesandprocedures Vivimed maintains asystem of well- their Adequacy Internal Control Systems and approach. comprehensive collaborative and a consistent, encounters through risks theorganisation financial andcompliance of strategic, operational, minimise theadverse impact to identify, monitor and (ERM) framework hasbeendesigned The Enterprise Risk Management its stakeholders. activities of theorganisation andto maximise sustainable value to allthe organisation with anobjective to factors which canaffect the upside anddownside of allthose the understanding of thepotential framework which bringstogether The Company follows anERM complex environment. sustainable growth ina volatile and business objectives and enable ensure effective navigation to achieve systematic riskmanagement practices At Vivimed, we believe that Risk management Response and Monitoring 03 Rs Identification events to differ materially from those assumptions, andactualresults and a number of factors could cause on forward-looking statements as cautioned not to place unduereliance prove to beaccurate. Readers are forward-looking statements may not assumptions, predictions andother There isasignificant chance that the to inherent risks anduncertainties. make assumptions andare subject statements require theCompany to By their nature, forward-looking Company which are forward-looking. and operational results of the about expected events andfinancial This document contains statements Cautionary statement Rs 02 expressed here. Prioritisation 01 Rs

37 Annual Report 2019-20 38 VIVIMED LABS LIMITED Prof. Bh Prof. BOARD OF DIRECTORS CORPORATE INFORMATION Dr.Manohar Rao Varalwar Mr. Raghunandan Srirambatla Mr.Santosh Va ralwar RISK MANAGEMENT COMMITTEE Mr. Sandeep Varalwar Mr.Santosh Va ralwar Dr. Manohar Rao Varalwar MANAGEMENT COMMITTEE Dr.Jamalapuram Harigopal -Member Mr.Sandeep Prof. Bhagvanth Rao Mamidpalli Mrs.Umanath Varahabhotla AUDIT COMMITTEE Khairatabad, Hyderabad-50004 5th Floor, M Dr No.6-2-981,Flat No. 501, M/s. A.S. Rao &Co, Cost Accountants COST AUDITORS Hyderabad- 500035 Samathapuri C Plot No 232B,Road No. 6, Practicing Company Secretary Mr.N.V.S.S.Suryanarayana Rao, SECRETARIAL AUDITORS Cyberabad,, Hyderabad –500081 Plot No.12,Heights N Ground Floor, Software LayoutUnit, M/s& PCN Associates, Chartered Accountants STATUTORY AUDITORS Mr. YugandharKopparthi COMPANY SECRETARY &COMPLIANCE OFFICER Mr.Ramesh Krishnamurthy OFFICER CHIEF EXECUTIVE -CUM -CHIEF OFFICER FINANCIAL Mrs.Umanath Varahabhotla Dr. Jamalapuram Harigopal Mr. Sandeep Varalwar Mr. Subhash Varalwar Dr. Manohar Rao Varalwar Mr. Santosh Varalwar agvanth Rao Mamidpalli aruthi Plaza,aruthi Varalwar olony, New Nagole, – Chairman – Member - Member - Member - Member - Member -Chairman - Member - Member - Chairman – Independent Director – Independent Director – Whole Time Director – Non Executive Director – Whole Time Director – Managing Director (Independent Director) of thecompany demisedon30.11.2020. : Note AMBIT FINVEST PRIVATE LIMITED INTERNATIONAL CORPORATION FINANCE EXPORT- IMPORT BANK OF INDIA BANK OF BAHRAIN &KUWAIT B.S.C BANKINDIAN (e-ALLAHABAD BANK) STATE BANK OF INDIA BANKERS /INSTITUTIONS National Stock Exchange of India Limited BSE Limited LISTING Email :[email protected] Fax :040-27632184 Phone :040-27638111/27634445, Domalguda,1-2-285, Hyderabad –500029 Aarthi Consultants Private Limited AGENTSTRANSFER & REGISTRAR Tel:6608, Fax: 91-40-6608 6699 91-40-6608 Banjara Hills, Hyderabad –500034 North End, Road No.2, CORPORATE OFFICE Tel: 08482-232045,Fax: 08482–232436 Bidar –585403,Karnataka Plot No.78/A, Kolhar Industrial Area, REGISTERED OFFICE Dr. Jamalapuram Harigopal Dr. Manohar Rao Varalwar Mr. Santosh Varalwar Mr. Subhash Varalwar STAKEHOLDERS RELATIONSHIP COMMITTEE Prof. Bhagvanth Rao Mamidpalli Mr. Subhash Varalwar Mrs.Umanath Varahabhotla Dr. Jamalapuram Harigopal NOMINATION AND REMUNERATION COMMITTEE Dr.Manohar Rao Varalwar Mr.Santosh Varalwar Prof. Bhagvanth Rao Mamidpalli CORPORATE SOCIAL RESPOSSIBILITY COMMITTEE Prof. Bhagvanth Rao Mamidpalli IndependentDirector

– Member – Member – Member – Chairman – Member – Member – Member – Chairman – Member – Member – Member Report Board’s forFY2020 was of On aconsolidated basis, your Company reported total revenue OVERVIEW OF COMPANY’S FINANCIAL PERFOMANCE The financialperformance of your Company for the year ended31stMarch, 2020issummarized below: Financial Results 2020. Your Directors have pleasure inpresenting the32nd Annual Report of your Company for thefinancial year ended31stMarch, Dear Members, in theprevious year. the current year isC(191.69)millionasagainst61.86 to previous year. FY2020EBITDA was compared C388.26million to Total revenue from operations onstandalonebasisincreased million intheprevious year. for thecurrent year isC(1091.15)millionasagainst million intheprevious year. Net profitafter taxfor thegroup Amortization (EBITDA) Earnings Before Interest, Tax, Depreciation and Gross Income Proposed Dividend Tax amount Proposed Dividend amount Net Profit After Tax carriedto Balance Sheet Provisionfor Tax Net ProfitBefore Tax Depreciation/Amortization Finance Charges C757.92 millionintheprevious year. The Profitafter Tax for C10670.54 millionasagainst C2,831.40 millionasagainst2,603.42inthe C163.63 million compared to C13,381.30 million.EBITDA C2,000.97 C573.66 31.03.2020 Year ended 2,831.41 (207.40) (191.70) 429.99 388.27 165.68 (15.70) Standalone in future andto conserve theavailable resources for thesame, Due to proposed investment in expansions and developments DIVIDEND pandemic. of theCompany duringthe year under review dueto Covid-19 of theemployees. There isnomaterialon thebusiness impact completewith approach cautious the health andsafety about guidelines issuedby theGovernmentto run theoperations maintaining socialdistancing. The Company hasfollowed the government to operate minimalmanpowerwith and commodities was given specialpermissionby Indian Pharmaceutical industry beingpartof theessential COVID-19: - - Year ended 31.03.2019 2,603.42 524.03 182.59 (10.55) 757.92 61.86 51.30 - - 31.03.2020 Year ended 10670.54 (1094.74) (1091.15) 669.35 588.91 163.63 (3.59) Consolidated - - (Cinmillion) Year ended 31.03.2019 13,381.30 2,000.97 660.45 667.90 672.62 573.66 86.79 - -

39 Annual Report 2019-20 40 VIVIMED LABS LIMITED FY2020. and other material developmentsduring thefinancial year controls andtheir adequacy, riskmanagement systems pharmaceuticals, Specialty chemicals, API’s business,internal of affairs of your Company’s various businesses viz., the structure, economic developments, performance and state ofpart thisreport andgives details of theoverall industry The ManagementDiscussion and Analysis forms anintegral MANAGEMENTDISCUSSION ANDANALYSIS the Central Government. to theInvestor Education andProtection Fund establishedby year 2011-12, was transferred duringthe year under review thousand two hundred andsixty oneonly) for thefinancial unclaimed dividendamounting to C4,08,261/-(Four lakheight (Accounting, Audit, Transfer and Refund) Rules, 2016, Investorwith Education andProtection Fund Authority In terms of Section 124(5)of theCompanies Act, 2013read PROTECTION FUND(IEPF): TRANSFER TO THE INVESTOR EDUCATION & Stock Option Scheme 2010. each to theEmployees of theCompany Under VLL Employee the year the Company allotted 3,90,000 equity shares of only) Equity Shares of C2/-(Rupees Two Only) each. During Twenty nine lakhsthirteen thousandninehundred andfifteen hundred andthirty only) comprising 8,29,13,915(Eightcrores Sixteen Crores Fifty Eight lakhs Twenty seven thousandEight shareup of capital theCompany(Rupees isC16,58,27,830/- value of C1,000/-(Rupees One Thousand only) each. The paid- Thousand only) Preference Shares of theCompany aparwith C2/- (Rupees Two Only) each,and71,00,00(Seven Lakh Ten comprising 20,00,00,000(Twenty crores) Equity Shares of C111,00,00,000/- (Rupees One Hundred Eleven Crores only) The Authorised Share ofCapital the Company is SHARE CAPITAL been nochange inthenature of businessof theCompany. end of thefinancial year anddate of thisreport. There has affecting thefinancialpositionof theCompany between the There have beennomaterial changes andcommitments MATERIAL CHANGES AFFECTING THE COMPANY: any dividendfor the year FY2020. the board of directors of the company have not recommend C2/- Mr.Manohar Rao Varalwar and Mr. Sandeep Varalwar as whole to re-appoint Mr.Santosh Varalwar asManaging Director and the Nomination andRemunerationCommittee, hasdecided Directors, theBoard of Directors ontherecommendation of during their tenure asManaging Director /wholetime rendered for thebetter performance of theorganisation to thegrowth of theorganisation andthesincere service In view of their consistentefforts which have contributed expires on August 13,2020 as Managing Director/ whole Time Directors of the Company five years w.e.f.14th August2015. The currentterm of them General Meeting heldon30thSeptember 2015for aperiodof appointed asa by WTD themembers inthe27th Annual years w.e.f.14th August 2015,Mr. Sandeep Varalwar was re- Meeting heldon30th September 2015for aperiodof five as a by WTD themembers inthe27th Annual General August2015. Mr. Manohar Rao Varalwar was re-appointed 30th September 2015 for a period of five years w.e.f.14th of theCompany in27th Annual General Meeting heldon Mr.Santosh Varalwar was re-appointed asManaging Director eligible offers himself for reappointment. rotation atthe ensuing Annual General Meeting andbeing Non- Independent Director), of theCompany, retires by Companies Act, 2013, Mr. Subhash Varalwar (Non-Executive, In accordance theprovisionswith of Section 152of the DIRECTORS AND KEY MANAGERIAL PERSONNEL dated: 23.08.2018. shareholders resolutions passedthrough postalballot notice down subsidiary Viz. Vivimed LabsEurope Ltd pursuant to the During the year theCompany soldits100%stake instep forming partof the Annual Report. under ‘Annexure 1’ to theConsolidated Financial Statements performance of theCompany duringthefinancial year isgiven and associate companies and their contribution to the overall The highlights of performance of subsidiaries,joint ventures of the Annual Report. Notes to theConsolidated Financial Statements, forming part associate companies isgiven inForm AOC-1, provided in Statements of theCompany’s subsidiaries/joint ventures/ The statement containing thesalient features of theFinancial COMPANIES JOINTSUBSIDIARIES/ ASSOCIATE VENTURES/ Rao, Independent Director of theCompany demisedon 30 his tenure of directorship in the Company. Prof.M.Bhagvant the valuable services rendered by Mr. Nixon Patel during December, 2019. The Board appreciatedon record andput resigned from theBoard of Directors of theCompany on19 Mr.Nixon Patel, IndependentDirector of theCompany has Srirambatla duringhistenure of directorship intheCompany. record the valuable services rendered by Mr.Raghunandan expressed its condolences andappreciatedon andput of theCompany demisedon25 June, 2020. The Board Mr.Raghunandan Srirambatla, Whole Time Director &CFO notice calling Annual General Meeting. and resolution pertainingto thesameiscontained inthe of Mrs.Umanath Varahabhotla, asanIndependentDirector the terms, conditions andstipulations for there-appointment thereunder. The approval of the members is beingsought to provisionsapplicable of Companies Act,2013 andrulesmade of theCompany for afurther periodof 5(five) years under Mrs.Umanath Varahabhotla, asanIndependent Director and Remuneration Committee, hasdecidedto re-appoint of Directors on the recommendation of the Nomination during her tenure asanIndependent Director, theBoard rendered for thebetter performance of theorganisation to thegrowth of the organisation andthesincere service 2020. In view of her consistentefforts which have contributed 32nd Annual General Meeting to beheldincalendar year held onSeptember 30,2015 for aperiodof 5 yearsto up Director of theCompany in27th Annual General Meeting Mrs.Umanath Varahabhotla was appointed asanIndependent 31st AGM, who are not liableto retire by rotation. appointed asIndependentDirector of theCompany atthe Director of theCompany and Prof.M.BhagvantRao, was appointment of Mr.Harigopal Jamalapuram, asIndependent During the year under review, themembers approved the notice calling Annual General Meeting. and resolution pertainingto thesameiscontained inthe Whole timeDirectors andtheremuneration payable to them and Mr. Manohar Rao Varalwar andMr.Sandeep Varalwar as appointmentof Mr.Santosh Varalwar asManaging Director sought to theterms, conditions andstipulations for there- rules madethereunder. The approval of themembers isbeing 203 read Schedulewith V of theCompanies Act,2013 and years effective from August14, 2020under Section 196,197, Directorstime of theCompany for afurther periodof 5(five) The Company hasdevised aPolicy for performance evaluation BOARD EVALUATION: combined views to the Board of Directors of theCompany. matters pertainingto theCompany’s affairsforth andput their informally to enabletheIndependent Directors to discuss management personnel and their meetings are conducted to time.Further, they meet the presence without of any Internal Auditors andexternal advisors appointed from time independent interactions theStatutorywith Auditors, the the Company to theBoard. Apart from this,they also have are asked to make presentationsperformance about of duringBoardhappen /Committee meetings, when CXOs to interact theCompany’swith management. Interactions the Company.within Independent Directors have thefreedom The Board of Directors hascomplete access to theinformation directors. evaluation of thenon-executive directors andexecutive individual Directors which includecriteria for performance of IndependentDirectors, Board, Committees andother The Company hasdevised aPolicy for performance evaluation independent of themanagement. conditions specifiedin the Act and Listing Regulations and are Board, theIndependent Directors of theCompanythe fulfil enactment(s) for beinginforce).In thetime theopinionof the Regulations (including any statutory modification(s) or re- issued thereunder as well as Regulation 16(1)(b) of Listing Companies Act,2013 read theScheduleswith andRules of independence asprescribed under theprovisions of the Independent Directors confirming that they meet thecriteria Your Company hasreceived declarations from allthe being inforce).the time (including any statutory modification(s) or reenactment(s) for and Remuneration of Managerial Personnel) Rules, 2014 the Companies Act, 2013read Companieswith (Appointment in accordance theprovisionswith of Sections 2(51),203of Secretary, are the Key Managerial Personnel of your Company Chief Executive Officer andShri.K.Yugandhar, Company Varalwar, Whole Time Director, Shri.Ramesh Krishnamurthy, Manohar rao Varalwar, Whole Time Director, Shri.Sandeep the Company.Shri. Santosh Varalwar, Managing Director, Shri. by Prof.M.Bhagvant Rao duringhistenure of directorship in appreciatedon record andput the valuable services rendered November, 2020. The Board expressed itscondolences and

41 Annual Report 2019-20 42 VIVIMED LABS LIMITED a) Company hereby confirm that: Responsibility Statement,the Board of Directors of the Companies Act, 2013, respectwith to theDirector’s Pursuantto therequirementof Section 134(5)of the DIRECTOR’S RESPONSIBILITY STATEMENT: by theInstitute of Company Secretaries of India. The Company has complied Secretarialwith Standards issued COMPLIANCE WITHSECRETARIAL STANDARDS: respective Board of Directors. its subsidiariesandassociate companies, asapproved by the audited/ unaudited financialstatements of your Company, financial statements have beenprepared onthebasisof referred to asthe“ListingRegulations”).The consolidated and Disclosure Requirements) Regulations, 2015(hereinafter Standards andtheprovisions of SEBI(ListingObligations the Ruleswith issuedthereunder, applicable Accounting provisions applicable with of theCompanies Act,2013 read for thefinancial year FY2020are prepared incompliance The Consolidated Financial Statements of your Company CONSOLIDATED ACCOUNTS accordance inforce. thepolicies with Committees andindividualDirectors wasin carriedout for annualevaluation of theperformance of theBoard, its or re–enactment(s) for the being time in force), the process Listing Regulations (includingany statutory modification(s) Act,2013 read theRuleswith issued there under andthe Directors. Pursuant to the provisions of the Companies evaluation of theNon-Executive Directors andExecutive individual Directors which includecriteria for performance of IndependentDirectors, Board, Committees andother b)

the year endedonthat date; as at March 31,2020andof theprofitof theCompany for true andfair view of thestate of affairs of theCompany estimates thatare reasonable andprudentso asto give a themconsistentlyand applied andmadejudgments and the Directors have selected accounting such policies departures from the same; III to the Act, have beenfollowed andthere are nomaterial standards read with requirements setunderout Schedule ended March accounting 31,2020,theapplicable in thepreparation of theannualaccounts for the year c) respect of Directors/ employees of your Company issetin out and Remuneration of Managerial Personnel) Rules, 2014in Companies Act, 2013 read Companieswith (Appointment The information required under Section 197 of the remuneration from any of thesubsidiaries of your Company. The Managing Director of your Company doesnot receive Governance Report which forms partof thisreport. Remuneration Policy have intheCorporate beenoutlined in force). The salientaspects covered intheNomination and statutory modification(s) or re-enactment(s) for being thetime and Regulation 19of theListingRegulations (including any in accordance Sectionwith 178of theCompanies Act,2013 theNominationwith andRemuneration Policy formulated The remuneration paidto theDirectors isinaccordance PARTICULARS OF EMPLOYEES: DIRECTORS, KEY MANAGERIAL PERSONNEL AND DISCLOSURE RELATING TO REMUNERATION OF of theCompany. the termsin thenomination laidout andremuneration policy Act,2013. The remuneration paidto theDirectors isasper matters are adopted asper theprovisions of theCompanies positive attributes, independence of adirector andother remuneration, includingcriteria for determining qualifications, The policy of theCompany ondirectors’ appointment and REMUNERATION: DIRECTORS’POLICY APPOINTMENTON AND f) e) d)

effectively; and financial controls are adequate andare operating to befollowed by theCompany andthat internal such the Directors have laiddown internal financialcontrols 31, 2020; ‘going concern’ basisfor thefinancial year endedMarch the Directors have prepared theannualaccounts ona detecting fraud andother irregularities; the assets of theCompany andfor preventing and accordance theprovisionswith of the Act for safeguarding the maintenance of adequate accounting records in the Directors have taken proper andsufficientcare for that systems such are adequate andoperating effectively. compliance theprovisionswith of laws allapplicable and the Directors have devised proper systems to ensure accordance generallywith accepted accounting principlesin 7 of theCompanies (Accounts) Rules, 2014. These are in provisions, if any, of theCompanies Act, 2013read Rulewith continue to apply under Section 133andother applicable the Companies (Accounting Standards) Rules, 2006that are inline the with Accounting Standards prescribed in Your Company hasadopted accounting policies which which are below. outlined controls referencewith to thefinancialstatements, someof Your Companyin place hasput adequate internal financial CIAL STATEMENTS INTERNAL FINANCIAL CONTROLS RELATED TO FINAN- Financial Statements forming partof thisreport. March,2014, ason31st 2020,are setin theStandaloneout the with Companies (Meetings of Board and its Powers) Rules, provisions of Section 186 of the Companies Act, 2013 read Details of loans,guarantees andinvestments under the LOANS, GUARANTEES &INVESTMENTS among theemployees. the competitive spirit and encourage bonding teamwork games were conducted across theorganization to enhance imparted on various skill-sets andbehavior. Annual sportsand exercised to attractquality resources training andsuitable is organization. In line thisphilosophy,with care utmost isbeing resourceshuman are vitally important to attain success inthe The management believes that thecompetent andcommitted HUMAN RESOURCES: the website of theCompany www.vivimedlabs.com. of theFamiliarisation Programme conducted are available on which the Company operates, business model etc. The details responsibilities intheCompany, nature of theindustry in to familiarise them the with Company, their roles, rights, Familiarisation Programme for theIndependent Directors of the ListingRegulations, the Companyin placehas put a In compliance with therequirements of Regulation 25(7) INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME FOR THE of your Company (www.vivimedlabs.com). Annexure-2to thisreportand isalsoavailable on the website every quarter by itsStatutory Auditors. Your Company gets itsStandalone accounts limited review Policy. reported inline andactionedupon the with Whistle Blower in a timely manner. Any non-compliance noticed is to be employees to update accounting information accurately and employees along a with Whistle Blower Policy which requires Your Company hasacode of conduct toapplicable allits wherever necessary. across various parameters andtakes necessary action, performance of your Companythe approved against plans The Management periodically reviews thefinancial also approved by theStatutory Auditors and AuditCommittee. appropriate. The basisof judgments such andestimates are external agencies to verify/ validate themasand when judgments andestimates anduses basedonsoundpolicies Your Company inpreparing itsfinancialstatements makes adherence to laiddown allpolicies by themanagement. all payments madeby your Company. This center ensures Your Company operates a shared service center which handles of provisions andother estimates. various accounting accounting policies, hygiene andaccuracy mechanism wherein thelinemanagers certify adherence to Your Company hasarobust financialclosure self-certification master data intheunderlyingERP system. processes to ensure accurate andtimely updation of various underlying booksof account. Your Company hasautomated ensure that alltransactions are integrated seamlessly the with and backedperiodically. up The ERP system isconfigured to many of itsaccounting records stored inanelectronic form Your Company operates inSAP, anERP system, andhas for consolidation. certified by their respective Statutory Auditors /management of thesubsidiary companies anaudited /unaudited and prescribed to thesubsidiariesof your Company. The accounts The to policies ensure uniform accounting treatment are Committee inconsultation theStatutorywith Auditors. India. Changes if inpolicies, any, are approved by the Audit

43 Annual Report 2019-20 44 VIVIMED LABS LIMITED All properties and insurable interests of the Company INSURANCE: concern status andCompany’s operations infuture. regulators or courts or tribunals which impactthegoing There are nosignificant andmaterial orders passedby the REGULATORS ORCOURTS OR TRIBUNALS SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE available ontheCompany’s website. India (Share Based Employee Benefits) Regulations, 2014is Scheme incompliance Securitieswith andExchange Board of Disclosure respectwith to theEmployees’ Stock Option given as Annexure-3 to theBoard’s report. certificate from M/s.PCN& Associates, Statutory Auditors is of India (Share Based Employee Benefits) Regulations, 2014, Pursuant to regulation 13of Securities andExchange Board Employee Stock Option Scheme 2010. of During the year theCompany allotted 3,90,000equity shares options are 25,00,000equity shares ofeach(face C2/- value). perC35/- option (exercise price). The shares covered by such eligible employees under the Vivimed Labs ESOP 2017at Last year, theCompany hasgranted 25,00,000options to EMPLOYEES’ STOCK OPTIONSCHEMES attached to thereport onCorporate Governance. compliance theconditionswith of corporate governance is from thesecretarial Auditors of theCompany confirming secretarial partof this Report. The requisite certificate as stipulated under theListingRegulations forms anintegral Board of India (SEBI). The report on Corporate Governance governance requirements setby out Securities andExchange of corporate governance andadhere to thecorporate The Company iscommitted to maintainstandards thehighest CORPORATE GOVERNANCE: modification(s) or re-enactment(s) for beinginforce). thetime (Acceptance of Deposits) Rules, 2014(includingany statutory 74 of theCompanies Act,2013 read theCompanieswith accepted any deposit themeaningofwithin Sections 73and During the year under review, your Company has not PUBLIC DEPOSITS C2/- eachto theEmployees of theCompany Under VLL (iii) (ii) (i) AUDITORS ANDAUDITORS’REPORT debt obligations. back of cashflow mismatches resulting indelays inmeeting of deterioration intheliquidity profile of thecompany at the D”“CARE for short-term bankfacilities dueto onaccount the Company D”, as“CARE for long-term bankfacilities and RatingsCARE Limited has reaffirmed the credit rating for CREDIT RATING been fully insured. including buildings,plant andmachinery andstocks have

Company hasappointed Mr.N.V.S.S.Suryanarayana Rao, Remuneration of Managerial Personnel) Rules, 2014,the Act,2013 andRule 9of theCompanies (Appointmentand Pursuant to theprovisions of Section 204of theCompanies Secretarial Auditors &Secretarial AuditReport: being placed before theMembers for their ratification. accordingly theresolution relating to theCost Auditors is the Cost Auditors has to beratified by theMembers and 2020-21. As required by the Act, the remuneration of Cost Auditors of theCompany for theFinancial Year Accountants, (Firm Registration No.000326), as the Your Board hasappointed M/s.A.S.Rao &Co, Cost cost records inrespect of itsbusiness. Amendments Rules, 2014,theCompany maintains the 2014 and the Companies (Cost Records and Audit) 2013 read Companieswith (Audit & Auditors’) Rules, In accordance Sectionwith 148of theCompanies Act, Cost Auditors: qualification on your Company’s financialstatements. During the year under review, there was noaudit Statutorythe Auditors. 31, 2020, has beenissued anunmodifiedopinion,bywith The Auditor’s Reportfor thefinancial year endedMarch Company. conclusion of the35th Annual General Meeting of the (five) years at the30th Annual General Meeting tillthe Statutory Auditors of theCompany for aperiodof 5 Registration No.016016S), were appointed asthe M/s.PCN& Associates, Chartered Accountants, (Firm Statutory Auditors: Particulars of Loans given, Investments made,Guarantees annual report. the Corporate Governance Report which forms partof the signed by the Company’s Managing Director in ispublished A declaration regarding compliance thecodewith of conduct Code of Conduct www.vivimedlabs.com may beaccessed ontheCompany’s website at: The Policy on vigil mechanismand whistle blower policy of the AuditCommittee. blower through adedicated or e-mail, aletter to theChairman of Conduct. Protected disclosures canbemadeby a whistle violations of laws applicable andregulations andtheCode Regulations, under which theemployees are free to report policy inaccordance provisionswith of the Actand Listing The Company hasa Vigil mechanismanda Whistle -blower Vigil Mechanism *Demised on30.11.2020 by the AuditCommittee were accepted by theBoard. members. During the year alltherecommendations made varalwar and Mr. Harigopal Jamalapuram as other (Chairperson), *Mr.Bhagvanth M Rao, Mr. Sandeep Directors namely Mrs. Umanath Varahabhotla The AuditCommittee comprises majority of Independent Audit Committee which forms partof thisReport. Director are detailed in the Corporate Governance Report, year. The particulars of meetings heldandattended by each Five meetings of theBoard of Directors were heldduringthe Meetings of theBoard DISCLOSURES: AGMheld on27.09.2018). (Dividend for theFinancial Year 2017-2018declared at exceptinterest on delayed dividendpaymentis pending or adverse remarks in the Secretarial Audit Report, this Report. There are noqualifications, reservations AuditReport issued inForm is in MR-3 Annexureto -4 Company for thefinancial year 2019-20. The Secretarial No.2886), to undertake theSecretarial Auditof the Practicing Company Secretary (Certificate of Practice connected therewith or incidental thereto covering allthe Harassment of Women at Workplace” for the matters The Company has a Policy on “Prevention of Sexual Redressal)2013 Act, of Women at Workplace (Prevention, Prohibition and Complaints Committee under theSexual Harassment Policy onSexual Harassment andConstitution of Internal during the year under review. Governmentunder Section 148of theCompanies Act,2013 maintenance of CostRecords asspecifiedby theCentral The Company hascomplied theprovisionswith relating to Government under Section148of theCompanies Act, 2013 Maintenance of Cost Recordsspecified by theCentral Report. Managerial Personnel) Rules, 2014alsoformsof part this 5(1) of the Companies (Appointment and Remuneration of required under Section 197(12)of the Act read Rulewith Disclosures pertainingto remuneration andother details as of thelimitssetin thesaidrulesforms out partof thisReport. particulars of theemployees drawing remuneration inexcess amended thereof, a statement showing thenamesandother and Remuneration of Managerial Personnel) Rules, 2014,as Ruleswith 5(2)and5(3)of theCompanies (Appointment In terms of theprovisions of Section 197(12)of the Actread Particulars of Employees related and disclosures 9 isannexed as Annexure -6to thisreport. (Management and Administration) Rules, 2014inForm MGT- 92 of theCompanies Act,2013 andRule 12of Companies The Extract of Annual Return as per theprovisions of Section Extract of Annual Return the Board’s Report. to bedisclosedunder the Act, are provided in Annexure -5to absorption, foreign exchange earningsandoutgo, asrequired The particulars relating to conservation of energy, technology eign Exchange Outgo and Earnings Conservation of Energy, Technology Absorption andFor- refer to Notes to thestandalonefinancialstatement). are provided inthestandalonefinancialstatement(Please investments made,guarantees given andsecuritiesprovided given and Securities provided Particulars of loans given,

45 Annual Report 2019-20 46 VIVIMED LABS LIMITED and Rule 8(2)of Companies (Accounts) Rules, 2014,the In accordance with Sec 134(h) of theCompanies Act, 2013 RELATEDPARTY TRANSACTIONS: • • • • • • transactions ontheseitems duringthe year under review: required inrespectof thefollowing matters asthere were no Your Directors state thatno disclosure or reporting is General employees. The Company regularly conducts awareness programs for its any complaints pertainingto Sexual Harassment. During the year under review, theCompany hasnot received (Prevention, Prohibition andRedressal) Act, 2013. under theSexual Harassment of Women at Workplace Act,2013” andconstituted anInternal Complaints Committee Women at Workplace (Prohibition, Prevention andRedressal) aspects as contained under the “The Sexual Harassment of Committee or theBoard. No fraud hasbeenreported by the Auditors to the Audit concern status andCompany’s operations infuture. Regulators or Courts or Tribunals which impactthegoing No significant or material orders were passedby the by trustees for thebenefitof employees. money for thepurchase of itsown shares by employees or The Company doesnot have any schemeof provision of Report. except Employee Stock Option Scheme referred to inthis employees of theCompany under any schemesave and Issue of shares (includingsweat equity shares) to dividend, voting or otherwise. Issue of equity shares differentialwith rights asto the Act. Details relating to depositscovered under Chapter V of Date: 04.12.2020 Place: Hyderabad Sd/- for thefaith that they continue to repose intheCompany. The Directors also wish to express their gratitude to investors valuable cooperation. and businessassociates for their continuedand support business partners, Company’s bankers, medical professionals Your Directors wish to thank all stakeholders, employees and ACKNOWLEDGEMENTS provided in Annexure -8andforms partof thisReport. by theCompany duringthe year under review have been Responsibility andtheProjects andPrograms undertaken of Directors hadframed thepolicy onCorporate Social of theCompanies Act,2013, CSRCommittee of theBoard Pursuant to theprovisions of Section 135andSchedule VII CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: of thisannualreport. as stated inthenotes to thefinancialstatements forms part same as Annexure-7. The details of related party disclosures the Act,have beenprovided inForm AOC-2and attached the Company theRelatedwith Parties referred to inSec.188(1) of particulars of contracts or arrangements entered into by the For andonbehalf of theBoard Manohar RaoManohar Varalwar hl tm Director time Whole Managing Director Santosh Varalwar Sd/ ANNEXURE -1 TO BOARD’S REPORT

FORM AOC-1 Performance and financial position of each of the subsidiaries, associates and joint venture (Pursuant to Rule 8 of Companies (Accounts) Rules, 2014) Part- A- Subsidiaries (C in Millions) Sl. No. Sl. (Benefit) Turnover Total Assets Total Investments Investments Profit/(Loss) Profit/(Loss) Share Capital Share Tax Expense/ Tax after Taxation after Total Liabilities Total pany & Address pany reporting period reporting Reserves & Surplus Reserves Proposed Dividend Proposed (Refer Note 4 below) Note (Refer from the holding company’s the holding company’s from Profit/(Loss) Taxation before Profit/(Loss) Reporting period for the sub- period for Reporting - Com the Subsidiary of Name sidiary concerned, if different different if concerned, sidiary

1 Finoso Pharma Pvt ltd - 30.15 47.03 188.62 188.62 243.61 27.89 6.63 21.26 SP Biotech Park - Phase-I, Block-I Turkapally, Shameerpet Mandal Hyderabad TG 500078 IN 2 Vivimed Specialty Chemicals Private Limited - 0.1 ------PLOT NO. 78-A, KOLHAR INDUSTRIAL AREA,, KOLHAR, BIDAR - 585403, Karnataka, INDIA 3 UQUIFA India Private Limited North End, - 0.11 9.06 58.34 58.34 80.84 10.34 3.38 6.96 8-2120/86/9/A/1 & 12,, Anil Athmaja HousingSocty, Road No: 2,, Banjara Hills, Hyderabad, Telangana, India, 500034 4 Vivimed Holdings Limited - 0.07 -601.04 2362.1 2362.1 - -65.14 -13.31 -51.82 Rooms 2702-03, 27/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wan Chai, Hong Kong 5 Vivimed Labs USA INC. - 0.0005 320.35 853.76 853.76 - - - - 1100 Cornwall Road, Suite 160, Monmouth Junction, NJ 08852

47 Annual Report 2019-20 48 VIVIMED LABS LIMITED Sl. No. Sl. (Benefit) Turnover Total Assets Total Investments Investments Profit/(Loss) Profit/(Loss) Share Capital Share Tax Expense/ Tax after Taxation after Total Liabilities Total pany & Address pany reporting period reporting Reserves & Surplus Reserves Proposed Dividend Proposed (Refer Note 4 below) Note (Refer from the holding company’s the holding company’s from Profit/(Loss) Taxation before Profit/(Loss) Reporting period for the sub- period for Reporting - Com the Subsidiary of Name sidiary concerned, if different different if concerned, sidiary

6 Vivimed Labs Mauritius Limited C/o First - 460.41 649.63 3334.53 3334.53 14.24 -17.65 - -17.65 Island Trust Company Ltd, ST. James Court, Suite 308, ST. Denis Street, Port Louis, Mauritius 7 Vivimed Labs UK Limited - 1178.54 191.98 1594.86 1594.86 25.7 -16.38 - -16.38 PO BOX B3,Leeds Road, HuddersfieldHD1 6BU 8 Vivimed Labs Spain S.L. - 7.31 409.44 3776.64 3776.64 30.5 -123.8 - -123.8 c/ Mallorca, 262, 3º -08008 BARCELONA-SPAIN- 9 Union Quimico Farmaceutica S.A.U c/ - 209.87 731.27 5726.3 5726.3 4092.85 -899.62 7.93 -907.55 Mallorca, 262, 3º -08008 BARCELONA-SPAIN- 10 Holliday International Limited - 0.01 1306.49 1311.06 1311.06 635.78 660.45 - 660.45 PO BOX B3, Leeds Road, Huddersfield, HD1 6BU 11 Uquifa Mexico S.A. de C.V. 133.79 683.21 1622.02 1622.02 2071.48 9.26 587.06 -577.81 37 Este, No 126, Civac, 62570 Jiutepec, Morelos, México 12 UQUIFA SCIENCES (MASCARENE) LTD - 3252.21 37.62 4960.84 4960.84 - -0.01 - -0.01 C/o First Island Trust Company Ltd, ST. James Court, Suite 308, ST. Denis Street, Port Louis, Mauritius 13 Soneas Chemicals Ltd - 464.92 113.81 1278.08 1278.08 730.07 28.46 10.59 17.87 Illatos út 33. H-1097 Budapest Hungary 14 Soneas Research Ltd - 291.37 -80.2 730.32 730.32 439.93 33.7 10.07 23.63 Illatos út 33. H-1097 Budapest Hungary Part B- Associates and Joint Ventures (C in Millions) Sl. No. Sl. (Benefit) Turnover Total Assets Total Investments Investments Profit/(Loss) Profit/(Loss) Share Capital Share Tax Expense/ Tax after Taxation after Total Liabilities Total pany & Address pany reporting period reporting Reserves & Surplus Reserves Proposed Dividend Proposed (Refer Note 4 below) Note (Refer from the holding company’s the holding company’s from Profit/(Loss) Taxation before Profit/(Loss) Reporting period for the sub- period for Reporting - Com the Subsidiary of Name sidiary concerned, if different different if concerned, sidiary

1 Yantra Green Power Pvt. Ltd., Plot No.1303&1304, 2nd Floor, - 150 ------Khanamet,Ayyappa Society, Madhapur,Hyderabad-500081

Part C. Particulars of Loans, Guarantees or Investments made/ given during the year under Section 186 (C in Millions)

Nature of transac- Date of making loan/ Name and address of the person or body Amount of loan/ Time period for For loans tion (whether loan/ acquisition / giving corporate to whom it is made or given or security/ acquisition which guarantee/ security/ guarantee/ providing whose securities have been acquired (Listed/ / guarantee it is made/ Rate of Date of acquisition) security Unlisted entities) given interest maturity

(1) (2) (3) (4) (5) (7) (8) Nil Nil Nil Nil Nil Nil Nil

On behalf of the Board of Directors for Vivimed Labs Limited

Place: Hyderabad, Sd/- Sd/- Date: 04.12.2020 Santosh Varalwar Manohar Rao Varalwar Managing Director Whole time Director

49 Annual Report 2019-20 50 VIVIMED LABS LIMITED B. 5. 4. 3. 2. 1. Notes: A. COMPANIESTHE [APPOINTMENT REMUNERATIONAND OF MANAGERIAL PERSONNEL]RULES, 2014. PARTICULARS OF REMUNERATION SECTIONAS PER 197[12]OF COMPANIESTHE ACT, 2013READ WITH RULE 5[1]OF ANNEXURE -2TO BOARD’S REPORT Hari Gopal Jamalapuram* Umanath Varahabhotla Yugandhar Kopparthi Hari Gopal Jamalapuram Umanath Varahabhotla Subhash Varalwar Nixon Patel Prof MBhagvanth Rao Srirambatla Raghunandan Sandeep Varalwar RaoManohar Varalwar Santosh Varalwar Nixon Patel* Prof MBhagvanth Rao* Subhash Varalwar Srirambatla Raghunandan* Sandeep Varalwar RaoManohar Varalwar Santosh Varalwar Name of Director(s) year 2019-20are asfollows: Details of percentage increase intheremuneration of each Director andCEO, CFO &Company Secretary inthefinancial The remuneration to Directors is theoverallwithin limitsapproved by theshareholders of your Company. Median remuneration of theCompany for allitsemployees isC2,29,200/-for thefinancial year 2019-20. The remuneration of Non-Executive Directors fees issitting paidto themfor thefinancial year 2019-20. The information provided above is onstandalonebasis. Bhagvanth Rao demisedon30.11.2020. the Board on19.12.2020&Dr. Hari Gopal Jamalapuram appointed asanindependent Director on14.02.2020.*Prof M *Mr. Srirambatla Raghunandan, Director of theCompany demisedon June 25,2020,Mr.Nixon Patel, hasresigned from year 2019-20isasfollows: Ratio of remuneration of eachDirector to themedianremuneration of employees allthe of your company for theFinancial Name(s) Company Secretary Director Director Non Executive Director Director Director Whole-time director Whole-time director Whole-time director Managing director Designation Total Remuneration 50,00,004 60,00,004 60,00,004 60,00,004 3,00,000 3,25,000 1,75,000 25,000 50,000 (K) 2019-20 28,20,000 50,00,004 60,00,004 60,00,004 60,00,004 3,00,000 1,75,000 3,25,000 Remuneration (inK) 25,000 50,000 Ratio of remuneration of director to 2018-19 the Median remuneration 22,92,863 50,00,004 60,00,004 60,00,004 60,00,004 3,75,000 2,25,000 4,25,000 25,000 21.81 26.17 26.17 26.17 0.10 0.21 1.30 1.42 0.76 - Increase (in%) (20.00) (22.22) (23.53) 22.99 50.00 0 0 0 0 - F. dependency ontheother factors stated above. remuneration of employees and your Company’s performance; however, aperfect correlation will not be visible given the corresponding businessunitor he/sheforms function apartof. Thus, there will beapositive correlation intheincrease in setfor the year. The variable payto ispaidout theemployee onthebasisof theperformance of your Company andthe joining aparticular cadre andgrade. The fixed pay for anemployee dependsonhis/her performance againsttheobjectives in the way in which they realize their salaries.Internal equity isensured by appropriate fitment at thetimeof theemployee theenvironment.with Your Company maintains asimplecompensation structure which allows the employees to have flexibility competitive compensation to itsemployees. The pay alsoincorporates external factors like cost of livingto maintain concurrence Your Company iscommitted inensuringfair pay andahealthy work environment for allitsemployees. Your Company offers The key indices of Company’s performance are: (0.30)%. 19 was The decrease inaverage remuneration of allemployees inthefinancial year 2019-20ascompared to thefinancial year 2018- E. Explanation ontherelationship between average increase/decrease inremuneration andCompany Performance: NumberD. of permanent employees ontherolls of your Company ason31stMarch, 2020: C. Percentage increase/decrese inthemedianremuneration of allemployees inthefinancial year 2019-20: Median remuneration of allemployees per annum Profit AfterTax ProfitBefore Tax andExceptional Items Net Revenue from operations Total Operators/Workmen Staff Executive/Manager cadre The details of remuneration of Key Managerial Personnel are given inpoint ‘H’ below. The ProfitBefore Tax andExceptional Items decreased by (304.26)%in2019-20,compared to 2018-19. Comparison of theremuneration of theKey Managerial Personnel againsttheperformance of your Company: (Amount inC) 2,29,200 2019-20 2019-20 2831.40 (191.69) (207.39) 938 298 479 161 2,29,905 2018-19 2018-19 2603.43 61.85 51.30 Decrease (in%) Growth (%) (209.92) (304.26) (0.30) (C inmillions) 8.75

51 Annual Report 2019-20 52 VIVIMED LABS LIMITED (i) I. Note: *Mr.Srirambatla Raghunandan, Whole Time Director &CFO of theCompany demisedon June 25,2020 H. Note: Closingshare price ontheBSELimited (BSE)hasbeenusedfor theabove tables. Comparison of share price at of thetime first offer public andmarket price of theshare of 31stMarch, 2020: financial years are asfollows: The details of variation inthemarket capitalization andprice earningsratio asat theclosingdate of thecurrent andprevious G. Details of Share price andmarket capitalization: - Salary of CS - Salary of CFO * - Salary of MD Key Managerial Personnel Personnel) Avarage salary of allemployees (other thanKey Managerial Market Capitalization(C.In millions) Price Earnings Ratio % increase of market price over theprice at of thetime offer initialpublic value of C2/-each) C2/-each) Price at of thetime offer initialpublic in2005(converted to price of eachshare for face Market Price ason31stMarch, 2020 increase inthekey managerial remuneration: Comparison of average percentage increase insalary of employees other thankey managerial personnel andthepercentage companies. It is the overallwithin limitsfixed by theshareholders of your Company. commission andremuneration paidto Non-Executive Directors includingIndependent Directors of other similar sized level thehighest and supporting of Corporate Governance andBoard effectiveness. The Committee alsoreviews the process at meetings of the Board /Committees, participation and time spent as well asproviding strategic inputs (variable component) payable to theNon- Executive Directors after considering their contribution to thedecisionmaking Commission to theNon-Executive Directors: The Nomination andRemuneration Committee recommends theCommission Following are major principlesfor determining remuneration to theDirectors: Committee inaccordance theprincipleslaiddownwith intheNomination andRemuneration Policy. The key parameters for theremuneration paidto theDirectors are decidedby theNomination andRemuneration Key parameters for theremuneration paidto theDirectors: March, 2020 2019-20 (K) As on31st 28,20,000 50,00,004 60,00,004 3,92,876 599.13 (3.14) March, 2019 2018-19 (K) As on31st 22,92,863 50,00,004 60,00,004 3,32,995 1931.05 31.2 (48.14) 14.00 7.26 (decrease) (%) Increase (%) Increase/ (109.94) (68.97) 22.99 17.98 0 0 4. 3. 2. 1. Notes: L. K. J. (ii) Name Sandeep Varalwar Varalwar Manohar Rao Santosh Varalwar fund andsuperannuationfund andtaxable fund value of perquisitesexcludes but provision for gratuity andleave encashment. Remuneration includessalary, bonus,commission, various allowances, performance incentive, contribution to provident acting inconcert them)with 2,71,89,927shares of C.2/-each(32.79%to thetotal of capital) paidup your Company. The above mentioned Directors are partof thepromoter group andholding (Along with other promoters andpersons 2015. governed by theresolutions passedby theshareholders in the27th AGM of your Company heldon30thSeptember, The contractual terms of Shri.Santosh Varalwar, Shri.Manohar Rao Varalwar, andShri.Sandeep Varalwar (Directors) are Shri Santosh Varalwar, Shri. Manohar Rao Varalwar, andShri. Sandeep Varalwar (Directors) are relatives to eachother. than C60lakhsper annum ofList employees of your Company employed throughoutthe financial year 2019-20and were paidremuneration not less Remuneration of Managerial Personnel) Rules, 2014: Statement containing theparticulars of employees inaccordance with Rule 5(2)of theCompanies (Appointment and Nomination andRemuneration Policy of your Company. Itis affirmed thatthe remuneration paidto theDirectors, Key Managerial Personnel andsenior management isasper the Affirmation that theremuneration isasper theNomination andRemuneration Policy of your Company: Company. There are noemployees of theCompany who receive remuneration inexcess of thehighestpaidDirector of your components.and variable theCompany’swith objectives, shareholders’ interests, industry standards andhave anadequate balance between fixed compensation package of themandensures that thecompensation package isin accordance laws,with applicable in line Objectives or Key Performance Parameters at the beginning of each financial year. The Committee approves the evaluate the performance of the Managing Director and other whole time Directors by setting their Key Performance Commission to theManaging Director, andother Directors:whole time The Nomination andRemuneration Committee Designation Director Whole-time Director Whole-time Director Managing Remuneration 60,00,004 60,00,004 60,00,004 (K) Post-graduation Graduation in Qualification Management in Veterinary B.Pharmacy Graduate Sciences Experience (years) 25 31 34 Joining Date 23/01/2008 10/11/1994 09/11/1989 (years) Age 51 84 58 Pharmaceuticals & Chemicals Pvt Ltd.Chemicals Pvt Last employmentLast Andhra Pradesh Government of Corporation of Department Husbandry, of Animal Shiping V V S S V India

53 Annual Report 2019-20 54 VIVIMED LABS LIMITED Date: 04.12.2020 Place: Hyderabad, M. Name which inaggregate was not lessthanC.5lakhsper month: Employees employed for the part of the year and were paid remuneration during the financial year 2019-20 at a rate Designation Remuneration (K) Qualification NIL Managing Director Santosh Varalwar Experience Sd/- (years) On behalf of theBoard of Directors for Vivimed LabsLimited

Joining Date

(years) Age Manohar RaoManohar Varalwar Whole timeDirector Sd/- Last employmentLast 7. 6. 5. 4. Auditors’ Responsibility 3. 2. Management’s Responsibility 1. passed inthegeneral meeting. and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014andtheterms of resolution of theCompany Independent Auditors’ certificate on implementation of Share Based Employee Benefit Scheme in accordance with the Securities Bidar –585403,Karnataka 1 PlotNo.78/A, Kolhar Industrial Area, Vivimed LabsLimited The Board of Directors To, INDEPENDENT AUDITORS’ CERTIFICATE ONIMPLEMENTATION OF SHAREBASED EMPLOYEE BENEFIT SCHEME ANNEXURE -3TO BOARD’S REPORT check basis. We have alsoobtained appropriate representation from theCompany’s management. We have verified thebooks of account andother records maintained inrelation to theScheme by theCompany onatest year ended31March 2020and information anddocuments asmadeavailable to usby theCompany. For of thepurpose thiscertificate, we have relied ontheaudited standalonefinancialstatements of theCompany for the terms of theresolution passedby theCompany inthegeneral meeting. the Company’s Scheme have beenimplemented inaccordance the SEBIRegulationswith andare inaccordance with the Based onthisinformation andpursuant to therequirements of theSEBIRegulations, it isour responsibility to certify that Employees Stock Option Plan 2017at their general meeting heldon 29September 2017. Employees Stock Option Plan 2010approved by theCompany at their general meeting heldon18September 2010and Company to certify thatthe Company hascomplied theSEBIRegulationswith inrelation to the Vivimed LabsLimited We, P C N & ASSOCIATES, thestatutory auditors of the Company have been requested by the Management of the the circumstances. the financialstatements anappropriate andapplying basisof preparation; andmakingestimates that are reasonable in includes thedesign,implementation andmaintenance of internal control relevant to thepreparation andpresentation of preparation andmaintenance of allaccounting andother relevant records supporting anddocuments. This responsibility The Managementof theCompany isalsoresponsible for thepreparation of thefinancialstatements includingthe the Company inthegeneral meeting. Benefits) Regulations, 2014 as amended from totime (‘SEBI time Regulations’) and the terms of the resolutions passed by (‘Scheme’) hasbeenimplemented inaccordance theSecuritieswith andExchange Board of India (Share Based Employee The Company’s management issolely responsible for ensuringthat theCompany’s Share Based Employee Benefit Scheme dated 14.11.2019. This Certificate isissuedinaccordance thetermswith of our engagement letter with Vivimed LabsLimited (‘theCompany’)

55 Annual Report 2019-20 56 VIVIMED LABS LIMITED

Place: Hyderabad Date: 02.12.2020 12. Restriction onUse 11. Opinion 10. 9. 8. it may come save where expressly agreed by our prior consent in writing. any liability or duty of care for any other or purpose to any other person to whom thisreport isshown or into whose hands meeting andshouldnot beusedby any other person or for any other purpose. Accordingly, we donot accept or assume This Certificate hasbeenissuedto theCompany for placingbefore theCompany’s shareholders at itsannualgeneral amendments from to time andinaccordance time thetermswith of theaforesaid resolutions passedby theCompany. on 29September 2017have beenimplemented inaccordance theprovisionswith of theSEBIRegulations andrelevant their general meeting heldon18September 2010andEmployees Stock Option Plan 2017at their general meeting held knowledge andbelief, that the Vivimed LabsLimited Employees Stock Option Plan 2010approved by theCompany at Based ontheexaminationby carriedout usandtheinformation andexplanation provided to us, we certify, to bestof our Engagements. for Firms that Perform Audits andReviews of Historical Financial Information, andOther Assurance andRelated Services We have complied therelevantwith requirements applicable of theStandard onQuality Control (SQC) 1,Quality Control requirements of theCode of Ethics issuedby theICAI. (Revised 2016)(‘Guidance Note’) issuedby theICAI. The Guidance Note requires that we comply with theethical We conducted our examination inaccordance theGuidancewith Note onReports or Certificates for Special Purposes obtain reasonable assurance about whether thestandalonefinancialstatements are free of material misstatement by theInstitute of Chartered Accountants of India (‘ICAI’). Those Standards require that we planandperform theauditto was conducted inaccordance the Standardswith on Auditing andother applicableauthoritative pronouncements issued opinion issued anunmodifiedaudit vide our report dated 25 July 2020.Our auditof thesestandalonefinancialstatements The audited standalonefinancialstatements referred to inparagraph 6above have beenaudited by us,on which we ICAI UDIN: 20203605AAAAHM1070 ICAIUDIN: Membership Number: 203605 K.Gopala Krishna Firm registration Number: 016016S for Pfor CN& ASSOCIATES., Chartered Accountants Partner Sd/- (v) (iv) (iii) (ii) (i) financial year endedon31stMarch, 2020according to theprovisions of: I have examined thebooks,papers, minute books,forms andreturns filedandother records maintained by theCompany for the reporting madehereinafter: the Company hasproper Board-processes andcompliance-mechanism inplace to theextent, inthemanner andsubjectto the financial year endedon31stMarch, 2020(‘AuditPeriod’) complied with thestatutory provisions listed hereunder andalsothat the conductof secretarialI hereby audit, reportthat in my opinion,theCompany has,duringtheauditperiodcovering the by theCompany andalsotheinformation provided by theCompany, itsofficers, agents andauthorized representatives during Based onmy verification of theCompany’s books,papers, minute books,forms andreturns filedandother records maintained thereon. that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion practices by VIVIMED LABSLIMITED(hereinafter referred to as“theCompany”), Secretarial Audit was conducted inamanner I have conducted the Secretarial Audit of the compliance of statutory applicable provisions and the adherence to good corporate Bidar –585403,Karnataka 78/A, Kolhar Industrial Area, Vivimed LabsLimited The Members To ANNEXURE -4TO BOARD’S REPORT (c) (b) (a) Act’): - The following Regulations andGuidelines prescribed under theSecurities andExchange Board of India Act, 1992(‘SEBI Foreign Exchange Management Act, 1999andtherulesregulations madethereunder; The Depositories Act, 1996andtheRegulations andBye- laws framed thereunder; The Securities Contracts (Regulation) Act, 1956(‘SCRA’) andtherulesmadethereunder; The Companies Act, 2013(the Act) andtherulesmadethereunder; applicable toapplicable theCompany duringthe AuditPeriod); The Securities and Exchange Board of India (Issue of and Disclosure Capital Requirements) Regulations, 2009(Not The Securities andExchange Board of India (Prohibition of Insider Trading) Regulations, 1992; The Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; SECRETARIAL AUDIT REPORT FOR FINANCIALTHE 31STMARCHYEAR ENDED 2020 [Pursuant to section204(1)of theCompanies Act, 2013andRule 9of theCompanies (Appointment andRemuneration of Managerial Personnel) Rules, 2014] FORM NO. MR-3

57 Annual Report 2019-20 58 VIVIMED LABS LIMITED review werein compliance carriedout theprovisionswith of the Act. and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under The Board of Directors of theCompany is duly constituted properwith balance of Executive Directors, Non-Executive Directors I further report that - h. g. f. e. d. c. b. a. specifically to theCompany: documents and records in pursuance thereof, on test – check basis, the Company has complied with the following laws applicable I further reportthat, having regard to thecompliance system prevailing intheCompany andonexamination of therelevant 2018 declared at AGMheld on27.09.2018). Standards, etc. mentioned above except interest ondelayed dividendpayment ispending(Dividend for theFinancial Year 2017- During theperiodunder review theCompany hascomplied theprovisionswith of the Act, Rules, Regulations, Guidelines, (iii) (ii) (i) I have alsoexamined compliance clausesof theapplicable with thefollowing: The Indian Boilers Act, 1923 The Food Safety andStandards Act, 2006 Narcotic Drugs andPsychotropic Substances Act, 1985 Drugs andCosmetics Act, 1940andtheDrugs andCosmetics Rules, 1945 Drugs (Control) Act, 1950 Water (Prevention andControl of Pollution) Act, 1974andRules issuedby the State Pollution Control Boards. Air (Prevention andControl of Pollution) Act, 1981andRules issuedby theState Pollution Control Boards; and The Environment (Protection) Act, 1986and The Manufacture, Storage andImport of Hazardous ChemicalsRules, 1989; from 1stDecember, 2015). Securities andExchange Board of India (ListingObligations andDisclosure Requirements) Regulations, 2015(with effect The Listing Agreement entered into by theCompany Stockwith Exchanges; Secretarial Standards issuedby The Institute of Company Secretaries of India; (h) (g) (f) (e) (d) Company duringthe AuditPeriod). The Securities andExchange Board of India (Buyback of Securities) Regulations, 1998(Not applicableto the Company duringthe AuditPeriod); and The Securities andExchange Board of India (Delisting of Equity Shares) Regulations, 2009(Not applicableto the regarding theCompanies Act anddealing client;with The Securities andExchange Board of India (Registrars to anIssue andShare Transfer Agents) Regulations, 1993 to theCompany duringthe AuditPeriod); The Securities andExchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008(Not applicable 2014; Guidelines, 1999and The Securities andExchange Board of India (Share Based Employee Benefits) Regulations, The Securities andExchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) affairs inpursuance to thelaws, rules,regulations, guidelines,etc., referred to above. We further report thatperiod, thereduring theaudit was event nospecific /actionhaving amajor bearingontheCompany’s the Company to monitor andensure compliance laws, applicable with rules,regulations andguidelines. I further report that there are adequate systems andprocesses intheCompany commensurate with thesize andoperations of minutes of themeetings of theBoard of Directors or Committees of theBoard, asthecasemay be. All decisionsatBoard Meetings andCommittee Meetings are unanimously/with carriedout requisite majority asrecorded inthe agenda items before themeeting andforparticipation meaningful at themeeting. sent at leastseven days in advance, and a system exists for seeking and obtaining further information and clarifications on the Adequate notice isgiven to alldirectors to scheduletheBoard Meetings, agenda anddetailed notes onagenda were generally Date: 24.11.2020 Place: Hyderabad, UDIN number A005868B001296542 UDIN NVSS SURYANARAYANA RAO Company Secretary inpractice ACS No.5868 CP NO.2886 Sd/-

59 Annual Report 2019-20 60 VIVIMED LABS LIMITED 6. 5. 4. 3. 2. 1. My report of even date isto beread along thisletter.with Bidar –585403,Karnataka 78/A, Kolhar Industrial Area, Vivimed LabsLimited The Members To Date: 24.11.2020 Place: Hyderabad, effectiveness with which themanagement hasconducted theaffairs of thecompany. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or of management. My examination was limited to the verification of procedures ontest basis. The compliance of theprovisions of Corporate andother laws, applicable rules,regulations, standards istheresponsibility ofand happening events etc. Wherever required, Ihave obtained theManagementrepresentation thecompliance about of laws, rulesandregulations I have not verified thecorrectness andappropriateness of financialrecords andBooks of Accounts of thecompany. my opinion. are reflected insecretarial records. We believe that theprocesses andpractices, Ifollowed provide areasonable basisfor correctness of thecontents of theSecretarial records. The verification was doneontest basisto ensure that correct facts I have followedpractices theaudit andprocesses as were appropriate to obtain reasonable assurance the about an opiniononthesesecretarial records basedonmy audit. Maintenance of secretarial record istheresponsibility of themanagement of thecompany. My responsibility isto express UDIN number A005868B001296542 UDIN NVSS SURYANARAYANA RAO Company Secretary inpractice ACS No.5868 CP NO.2886 Sd/- 1. Particulars of absorption Technology absorption Consumption per unitof production Power andFuel Consumption Optimisation of Electrical Equipment, Lighting, Other key initiatives for Energy conservation: measures for energy conservation, many new initiatives were driven across theunitsby Process optimization andautomation, the manufacturing unitsat regular intervals andthefindingsof theauditsare implemented. Apart from regular practices and conservation initiatives are beingplannedandimplemented across manufacturing locations. Energy are audits conducted at all consumption istracked onadaily basisat individualfactory/ blocklevel andalsoat consolidated manufacturing level. Energy All themanufacturing unitscontinued their efforts to reduce thespecificenergy consumption. Specific andtotal energy Particulars of conservation of energy Section 134of theCompanies Act, 2013read with Companies (Accounts) Rules, 2014 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ANNEXURE -5TO BOARD’S REPORT Particulars Unit Mn) (KWH)(in 1. Electricity Electricity Furnace oilCoal Products (with details) unit Total amount (C inMn) Average rate/Unit (C) Unit Mn) (KWH)(in 2. Owngeneration from Diesel generator set Average rate/Unit (C) Total amount (CinMn) Average rate/MT (C) Total cost (CinMn) Quantity (MT) 3. Coal development. The Company iscontinuously strivingto strengthen itsR&Dteams andinfrastructure. the options of vertical integration. To meet customer demands,our teams focus oninnovate techniques inproduct in theMarket primarily ondifferentiated portfolio. Formulation R&Defforts at Vivimed are directed towards exploring The Research and Development (R&D) discipline aims to work on products that strengthen the competitive position Technology absorption, adaptation andinnovation Particulars Standards unit of production. differentcombinations of finisheddosages,is not it practicable to give consumption per Since theCompany manufactures a wide range of specialty chemicals, API’s and Current year

FY 2019-20 6808.07 2099.91 20.02 55.44 12.15 14.30 6.63 8.36 0.61 Previous year FY 2018-19 9705.01 2407.14 51.40 14.45 23.36 6.15 8.36 1.68 8.59

61 Annual Report 2019-20 62 VIVIMED LABS LIMITED 3. 2. Europe. The Company offerwill wider basketof Products to theregulated Markets includingCIScountries, North America and variable complexities intheareas of chemistry, IP, regulatory, engineeringandmanufacturing. generate revenue in the short-term and some, more in the future. The is pipeline being designed to cater products of The Company intends to focus ondifferent classes of projects, in line with our Business strategy; some, which can ➢ to achieve Global leadership position. Vivimed couldachieve alongterm sustainability to offer superior value to itscustomers which would enablethe Company ➢ value through applications asextended such release. enhanced andsustainablegrowth on extending our product reach lineextensions for existing products andalsoadding drugs andtheproducts intrinsicwith challenges Inis addition,R&D working to buildahealthy products portfolio for R&D currently focuses ondeveloping andfiling generic products for regulated markets andalsoonlarge volume OTC Australia andother countries. solid dosageand MR products andfilingdossier and ANDA for regulated markets includingtheU.S., Canada,Europe, bioequivalence studiesfor regulated andemerging markets. The Company possessescapabilitiesto develop several IR development, development, analytical CGMP, stabilityup, scale- andalsoco-ordinate for conducting bioavailability and The Company provides comprehensivedevelopment drug resources for andsolutions pre-formulation, formulation prescription drugs. end-to-end across solutions Over theCounter (OTC) monograph, OTC Abbreviated New Drug Application (ANDA) and Finished Dosage products. Our developmentphilosophy aimsto collaborate andoffer abusinessmodelof delivering Our R&Dprimarily caters to our in-house product development requirements for specialty chemicals, API, PFIand and formulation technology areas. committed to offer superior andaffordable for solutions products intrinsicwith challenges at thechemistry, engineering The Vivimed R&Disfocused onrevitalizing our growth engine to balance short,midandlong-term goals. The company is ➢ Imported technology: ➢ ➢ ➢ ➢ Benefits derived asaresult of theabove efforts Future planof action Benefits derived asaresultof theabove R&D Research andDevelopment (R&D) Competitive advantage inthespecialty chemicals/pharmaceutical space Super value proposition to our customers andkey stake holders Robust Product development engine Efficient processes. Date: 04.12.2020 Place: Hyderabad, Foreign exchange Outgo and earnings Expenditure incurred onResearch andDevelopment Foreign Exchange Outgo Foreign Exchange Earnings Particulars Total Revenue Capital Particulars Managing Director Santosh Varalwar Sd/- On behalf of theBoard of Directors for Vivimed LabsLimited

FY 2019-20 FY 2019-20 419.34 419.34 770.22 744.63 - (CIn million) (CIn million) Manohar RaoManohar Varalwar Whole timeDirector Sd/- FY 2018-19 FY 2018-19 1921.61 535.29 363.04 363.04 -

63 Annual Report 2019-20 64 VIVIMED LABS LIMITED I. REGISTRATION &OTHER DETAILS: ANNEXURE -6TO BOARD’S REPORT (All contributing thebusinessactivities 10%or more of thetotal turnover of thecompany shallbestated) II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY No. vii. S. vi. iv. iii. 1 v. ii. i. Pharmaceutical /chemicalProducts Category/Sub-Category of theCompany Name of theCompany Registration Date CIN Agents (RTA) Name and Address of Registrar & Transfer Limited (NSE) The National Stock Exchange of India BSE Limited (BSE) Exchange (s) Whether shares listed onrecognized Stock details Address of theRegistered office andcontact Name andDescription of mainproducts / [Pursuant to Section 92(3)of theCompanies Act, 2013andRule 12(1)of theCompanies services EXTRACT OF ANNUAL RETURN AS ON31ST MARCH, 2020 (Management and Administration) Rules, 2014] FORM NO. MGT-9 NIC Code of theProduct/service Limited Company Vivimed LabsLimited 22/09/1988 L02411KA1988PLC009465 Email :[email protected] Fax :+91-40-27632184 Phone :+91-40-27638111/27634445, Domalguda,1-2-285, Hyderabad, Telangana- 500029,INDIA Aarthi Consultants Private Limited VIVIMEDLAB 532660 YES www.vivimedlabs.com Phone No.:++91- 8482-232436 91-8482-232045, Plot No.78/A, Kolhar Industrial Area, Bidar, Karnataka-585403, INDIA Vivimed LabsLimited 21002 % to total turnover of thecompany

100% III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies for which information is being filled] - 13 Applicable Holding/ Company Identification Section of SN Name and address of the Company Subsidiary/ % of Shares Held Number Companies Associate Act, 2013 1 Finoso Pharma Pvt. Ltd. U24231TG2009PTC064774 Subsidiary a)1015000 equity shares held by Vivimed Labs 2(87) SP Biotech Park - Phase-I, Block-I Limited Turkapally, Shameerpet Mandal b) C.10 each Hyderabad TG 500078 IN c) 100% 2 Vivimed Specialty Chemicals Private U24100KA2015PTC081669 Subsidiary a) 10,000 equity shares held by Vivimed Labs Limited 2(87) Limited b) C.10 each PLOT NO. 78-A, KOLHAR c) 100% held by Vivimed Labs Limited INDUSTRIAL AREA, KOLHAR, BIDAR - 585403, Karnataka, INDIA 3 UQUIFA India Private Limited U24304TG2017FTC118240 Subsidiary a) 10,000 equity shares held by Union Quimico 2(87) North End, 8-2120/86/9/A/1 & 12,, Farmaceutica S.A.U Anil Athmaja HousingSocty, Road b) C.10 each No: 2,, Banjara Hills, Hyderabad, c) 100% held by Union Quimico Farmaceutica S.A.U Telangana, India, 500034 4 Vivimed Holdings Limited Not Applicable Subsidiary a) 10,000 equity shares held by Vivimed Labs Limited 2(87) Rooms 2702-03, 27/F., b) HK $ 1 each Bank of East Asia Harbour View c) 100% held by Vivimed Labs Limited Centre, 56 Gloucester Road, Wan Chai, Hong Kong 5 Vivimed Labs USA INC. Not Applicable Subsidiary a) 1000 2(87) 1100 Cornwall Road, Suite 160, b) US $ 0.01 each Monmouth Junction, NJ 08852 c) 100% held by Vivimed Labs Limited 6 Vivimed Labs Mauritius Limited Not Applicable Subsidiary a) 90,00,000 equity shares 2(87) C/o First Island Trust Company Ltd, b) US $ 1 each ST. James Court, Suite 308, ST. Denis c) 100% held by Vivimed Labs Limited Street, Port Louis, Mauritius 7 Vivimed Labs UK Limited Not Applicable Subsidiary a) 1,30,53,755 2(87) PO BOX B3,Leeds Road, b) £ 1 each HuddersfieldHD1 6BU c) 100% held through Vivimed Labs Mauritius Limited

65 Annual Report 2019-20 66 VIVIMED LABS LIMITED

Applicable Holding/ Company Identification Section of SN Name and address of the Company Subsidiary/ % of Shares Held Number Companies Associate Act, 2013 8 Vivimed Labs Spain S.L. Not Applicable Subsidiary a) 18,27,5000 2(87) c/ Mallorca, 262, 3º -08008 b) E.1 each BARCELONA-SPAIN- c) 100% held through Vivimed Labs UK Limited 9 Union Quimico Farmaceutica S.A.U Not Applicable Subsidiary a) 8,23,529 nominative shares 2(87) c/ Mallorca, 262, 3º -08008 b) E 3.726275 each BARCELONA-SPAIN- c) 100% held through Vivimed Labs Spain S.L. 10 Holliday International Limited Not Applicable Subsidiary a) 101 ordinary shares 2(87) PO BOX B3,Leeds Road, b) £ 1 each Huddersfield,HD1 6BU c) 100% held through Vivimed Labs Spain, S.L. 11 Uquifa Mexico S.A. de C.V. Not Applicable Subsidiary a) 36,54,96,000 2(87) 37 Este, No 126, Civac, b) No nominal value 62570 Jiutepec, Morelos, México c) 100% 36,54,95,999 fully paid shares held by Holliday International Limited and 1 fully paid share held by Vivimed Labs UK Limited 12 UQUIFA SCIENCES (MASCARENE) Not Applicable Subsidiary a) 1000 ordinary shares 2(87) LTD b)USD 1 each C/o First Island Trust Company Ltd, c) 100% held through Vivimed Labs Mauritius Limited ST. James Court, Suite 308, ST. Denis Street, Port Louis, Mauritius 13 Soneas Chemicals Ltd Not Applicable Subsidiary a) HUF 39,592,790 2(87) Illatos út 33. b) 1 business quota H-1097 Budapest, Hungary c) 100% held through Vivimed Labs Spain S.L. 14 Soneas Research Ltd Not Applicable Subsidiary a) HUF 462,400,000 2(87) Illatos út 33., H-1097 Budapest b) 1 business quota Hungary c) 100% held through Vivimed Labs Spain S.L.

Associates

Yantra Green Power Pvt. Ltd U40108TG2013PTC087049 Associate 2500000 shares of C.10 each 2(6) Plot No.1303 and 1304, 35.66% held by Vivimed Labs Ltd Sy.No.11/27, Second Floor, Khanamet, Hi-Tech City, Ayyappa Society, Madhapur, Hyderabad, Telangana VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year Category of Shareholders [As on 31-March-2019]@ K.2/- each [As on 31-March-2020]@ K.2/- each # % Change % of % of during Demat Physical Total Total Demat Physical Total Total the year Shares Shares A. Promoters (1) Indian a) Individual/ HUF 1,60,72,045 - 1,60,72,045 19.48 14877927 - 14877927 17.94 1.53 b) Central Govt 0 - 0 0 0 - 0 0 0 c) State Govt(s) 0 - 0 0 0 - 0 0 0 d) Bodies Corp. 1,23,12,000 - 1,23,12,000 14.92 12312000 - 12312000 14.85 0.07 e) Banks / FI 0 - 0 0 0 - 0 0 0 f) Any other 0 - 0 0 0 - 0 0 0 Total shareholding of Promoter (A) 2,83,84,045 - 2,83,84,045 34.39 27189927 - 27189927 32.79 1.6 B. Public Shareholding 1. Institutions a) Mutual Funds 0 - 0 0 0 - 0 0 0 b) Banks / FI 3,95,555 - 3,95,555 0.48 50 - 50 0 0.48 c) Central Govt 96,130 - 96,130 0.12 96,130 - 96,130 0.12 0 d) State Govt(s) 0 - 0 0 0 - 0 0 0 e) Venture Capital Funds 0 - 0 0 0 - 0 0 0 f) Insurance Companies 0 - 0 0 0 - 0 0 0 g) FIIs 0 - 0 0 0 - 0 0 0 h) Foreign Venture Capital Funds 0 - 0 0 0 - 0 0 0 i) Others (specify) -Foreign Portfolio 33,57,497 - 33,57,497 4.07 29,48,973 - 29,48,973 3.56 0.51 Investor Sub-total (B)(1):- 38,49,182 - 38,49,182 4.66 30,45,153 - 30,45,153 3.67 0.99

67 Annual Report 2019-20 68 VIVIMED LABS LIMITED

No. of Shares held at the beginning of the year No. of Shares held at the end of the year Category of Shareholders [As on 31-March-2019]@ K.2/- each [As on 31-March-2020]@ K.2/- each # % Change % of % of during Demat Physical Total Total Demat Physical Total Total the year Shares Shares 2. Non-Institutions a) Bodies Corporate i) Indian 66,35,942 - 66,35,942 8.04 63,78,867 - 63,78,867 7.69 0.35 ii) Overseas 91,50,685 - 91,50,685 11.09 9150685 - 9150685 11.04 0.05 b) Individuals i) Individual shareholders holding nominal 2,35,92,066 40,870 2,36,32,936 28.64 2,45,72,042 - 2,45,72,042 29.64 -1 share capital upto C 2 lakh ii) Individual shareholders holding 44,47,735 - 44,47,735 5.39 69,09,752 - 69,09,752 8.33 -2.94 nominal share capital in excess of C2 lakh c) Others (specify)- 17,000 - 17,000 0.02 0 - 0 0 0.02 NBFCs Registered with RBI Non Resident Indians 40,48,647 - 40,48,647 4.91 41,11,706 - 41,11,706 4.96 -0.05 Foreign Nationals - 1369840 1369840 1.66 - 13,69,840 13,69,840 1.65 0.01 Clearing Members 9,55,116 - 9,55,116 1.16 1,81,993 - 1,81,993 0.22 0.94 Trusts 32,787 - 32,787 0.04 4,000 - 4,000 0 0.04 Foreign Bodies - D R 0 - 0 0 0 - 0 0 0 Sub-total (B)(2):- 4,88,79,978 14,10,710 5,02,90,688 60.94 5,26,78,885 13,69,840 5,40,48,725 65.18 -4.24 Total Public Shareholding (B)=(B)(1)+ (B) 5,27,29,160 14,10,710 5,41,39,870 65.6 5,57,24,038 13,69,840 5,70,93,878 68.85 -3.25 (2) C. Shares held by Custodian for GDRs & ------ADRs Grand Total (A+B+C) 8,11,13,205 14,10,710 8,25,23,915 100 8,15,44,075 13,69,840 8,29,13,915 100 - B. Shareholding of Promoter-

SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in (As on 01.04.2019) @K.2/- each (As on 31.03.2020) @K.2/- each shareholding No. of % of total %of Shares No. of % of total %of Shares during the Shares Shares Pledged / Shares Shares Pledged / year of the encumbered to of the encumbered company total shares company to total shares 1 BBR PROJECTS PRIVATE LIMITED 12312000 14.85 7.46 1,23,12,000 14.85 7.18 0 2 SANTOSH VARALWAR 55,99,050 6.75 6.36 55,99,050 6.75 5.4 0 3 VARALWAR SANDEEP 30,69,765 3.72 3.64 18,75,647 2.26 1.68 1.46 4 MANOHAR RAO VARALWAR 12,94,225 1.56 1.42 12,94,225 1.56 1.39 0 5 SUJATHA VARALWAR 18,93,995 2.28 2.3 18,93,995 2.28 2.28 0 6 VITHABAI VARALWAR 9,73,345 1.18 1.18 9,73,345 1.18 1.14 0 7 VARALWAR SUBHASH 16,16,200 1.95 1.51 16,16,200 1.95 1.5 0 8 SHEETAL VARALWAR 5,68,985 0.69 0 5,68,985 0.69 0 0 9 S RAGHUNANDAN 3,17,500 0.38 0 3,17,500 0.38 0 0 10 VIJAYKUMAR VARALWAR 1,50,000 0.18 0 1,50,000 0.18 0 0 11 MADHAVI VARALWAR 2,00,000 0.24 0 2,00,000 0.24 0 0 12 MAMATHA GURNUKAR 1,50,000 0.18 0.18 1,50,000 0.18 0.18 0 13 VARALWAR PADMA 33,250 0.04 0 33,250 0.04 0 0 14 NEELIMA VIJAYA VARALWAR 1,00,000 0.12 0 1,00,000 0.12 0 0 15 SATISH GOOTY AGRAHARAM 55,635 0.07 0 55,635 0.07 0 0 16 CHANDRASHEKHARRAO SUDIGALI 50,095 0.06 0 50,095 0.06 0 0 2,83,84,045 34.39 24.04 2,71,89,927 32.79 20.75 1.46

* The % of shares pledged/encumbered represents % of shares pledged/encumbered as a % of the total shares of your Company. The term “encumbrance” has the same meaning as assigned to it in Regulation 28(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

69 Annual Report 2019-20 70 VIVIMED LABS LIMITED

C. Change in Promoters’ Shareholding (please specify, if there is no change)

Cumulative Shareholding during Shareholding the year (01.04.2019 to Increase / Sl. 31.03.2020) Particulars Date Decrease in Reason No. No. of Shares at % of total Shareholding % of total the beginning Shares No. of Shares (01.04.2019) / end of of the Shares of the the year (31.03.2020) Company Company 1 BBR PROJECTS PRIVATE LIMITED 1,23,12,000 14.85 01.04.2019 - - 1,23,12,000 14.85 1,23,12,000 14.85 31.03.2020 - - 1,23,12,000 14.85 2 NEELIMA VIJAYA VARALWAR 1,00,000 0.12 01.04.2019 - - 1,00,000 0.12 1,00,000 0.12 31.03.2020 - - 1,00,000 0.12 3 VIJAYKUMAR VARALWAR 1,50,000 0.18 01.04.2019 - - 1,50,000 0.18 1,50,000 0.18 31.03.2020 - - 1,50,000 0.18 4 VARALWAR SUBHASH 16,16,200 1.95 01.04.2019 - - 16,16,200 1.95 16,16,200 1.95 31.03.2020 - - 16,16,200 1.95 5 MADHAVI VARALWAR 2,00,000 0.24 01.04.2019 - - 2,00,000 0.24 2,00,000 0.24 31.03.2020 - - 2,00,000 0.24 6 VITHABAI VARALWAR 9,73,345 1.18 01.04.2019 - - 9,73,345 1.18 9,73,345 1.17 31.03.2020 - - 9,73,345 1.17 7 VARALWAR SANDEEP 30,69,765 3.72 01.04.2019 - - 30,69,765 3.72 30,69,765 3.72 23.01.2020 -16,00,000 Buy/ 14,69,765 1.77 Transfer 14,69,765 1.77 06.03.2020 92,266 Buy/ 15,62,031 1.88 Transfer 15,62,031 1.88 09.03.2020 1,76,599 Buy/ 17,38,630 2.09 Transfer 17,38,630 2.09 16.03.2020 1,37,017 Buy/ 18,75,647 2.26 Transfer 18,75,647 2.26 31.03.2020 - - 18,75,647 2.26 8 SANTOSH VARALWAR 55,99,050 6.75 01.04.2019 - - 55,99,050 6.75 55,99,050 6.75 31.03.2020 - - 55,99,050 6.75 Cumulative Shareholding during Shareholding the year (01.04.2019 to Increase / Sl. 31.03.2020) Particulars Date Decrease in Reason No. No. of Shares at % of total Shareholding % of total the beginning Shares No. of Shares (01.04.2019) / end of of the Shares of the the year (31.03.2020) Company Company 9 MANOHAR RAO VARALWAR 12,94,225 1.56 01.04.2019 - - 12,94,225 1.56 12,94,225 1.56 31.03.2020 - - 12,94,225 1.56 10 MAMATHA GURNUKAR 1,50,000 0.18 01.04.2019 - - 1,50,000 0.18 1,50,000 0.18 31.03.2020 - - 1,50,000 0.18 11 SATISH GOOTY AGRAHARAM 55,635 0.07 01.04.2019 - - 55,635 0.07 55,635 0.07 31.03.2020 - - 55,635 0.07 12 SUJATHA VARALWAR 18,93,995 2.28 01.04.2019 - - 18,93,995 2.28 18,93,995 2.28 31.03.2020 - - 18,93,995 2.28 13 SHEETAL VARALWAR 5,68,985 0.69 01.04.2019 - - 5,68,985 0.69 5,68,985 0.69 31.03.2020 - - 5,68,985 0.69 14 VARALWAR PADMA 33,250 0.04 01.04.2019 - - 33,250 0.04 33,250 0.04 31.03.2020 - - 33,250 0.04 15 S RAGHUNANDAN 3,17,500 0.38 01.04.2019 - - 3,17,500 0.38 3,17,500 0.38 31.03.2020 - - 3,17,500 0.38 16 CHANDRASHEKHARRAO 50,095 0.06 01.04.2019 - - 50,095 0.06 SUDIGALI 50,095 0.06 31.03.2020 - - 50,095 0.06

71 Annual Report 2019-20 72 VIVIMED LABS LIMITED

D. Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

Cumulative Shareholding during Shareholding Sl. the year Shareholder’s Name No. % of total Shares % of total Shares No. of Shares No. of Shares of the Company of the Company 1 KITARA PIIN 1102 At the beginning of the year 9150685 11.04 9150685 11.04 Bought during the year - - - - Sold during the year - - - - At the end of the year 9150685 11.04 9150685 11.04 2 WILLIAM F HARVEY At the beginning of the year 1369840 1.65 1369840 1.65 Bought during the year - - - - Sold during the year - - - - At the end of the year 1369840 1.65 1369840 1.65 3 SAMEER MAHENDRA SAMPAT At the beginning of the year 1359165 1.64 1359165 1.64 Bought during the year - - - - Sold during the year - - - - At the end of the year 1359165 1.64 1359165 1.64 4 TUSHAR RAMESHCHANDRA MEHTA At the beginning of the year 1014975 1.22 1014975 1.22 Bought during the year 228511 0.27 228511 0.27 Sold during the year - - - - At the end of the year 1243486 1.49 1243486 1.49 5 KITARA PIIN 1101 At the beginning of the year 1219300 1.47 1219300 1.47 Bought during the year - - - - Sold during the year - - - - At the end of the year 1219300 1.47 1219300 1.47 Cumulative Shareholding during Shareholding Sl. the year Shareholder’s Name No. % of total Shares % of total Shares No. of Shares No. of Shares of the Company of the Company 6 SILKON TRADES LLP At the beginning of the year 250700 0.3 250700 0.3 Bought during the year 762664 0.91 762664 0.91 Sold during the year - - - - At the end of the year 1013364 1.22 1013364 1.22 7 PREMIER INVESTMENT FUND LIMITED At the beginning of the year 800000 0.96 800000 0.96 Bought during the year - - - - Sold during the year - - - - At the end of the year 800000 0.96 800000 0.96 8 SWETSAM STOCK HOLDING PRIVATE LIMITED At the beginning of the year 297175 0.35 297175 0.35 Bought during the year 346282 0.42 346282 0.42 Sold during the year - - - - At the end of the year 643457 0.77 643457 0.77 9 FIDELITY PURITAN TRUST-FIDELITY LOW-PRICED STOCK FUND At the beginning of the year 600000 0.72 600000 0.72 Bought during the year - - - - Sold during the year - - - - At the end of the year 600000 0.72 600000 0.72 10 AAKARSHAN TRACOM PRIVATE LIMITED At the beginning of the year 355000 0.42 355000 0.42 Bought during the year 240000 0.28 240000 0.28 Sold during the year - - - - At the end of the year 595000 0.72 595000 0.72

1. The above information is based on the weekly beneficiary position received from the Depositories.

2. Date wise increase or decrease in shareholding of the top ten shareholders is available on the website of your Company (www.vivimedlabs.com)

73 Annual Report 2019-20 74 VIVIMED LABS LIMITED

E. Shareholding of Directors and Key Managerial Personnel: 1. DIRECTORS Cumulative Shareholding Shareholding during the year (01.04.2019 to Increase / 31.03.2020) Sl. Particulars No. of Shares at the % of total Date Decrease in Reason No. % of total beginning (01.04.2019) Shares Shareholding No. of Shares Shares of the / end of the year of the Company (31.03.2020) Company 12,94,225 1.56 01.04.2019 - - 12,94,225 1.56 1 MANOHAR RAO VARALWAR 12,94,225 1.56 31.03.2020 - - 12,94,225 1.56 55,99,050 6.75 01.04.2019 - - 55,99,050 6.75 2 SANTOSH VARALWAR 55,99,050 6.75 31.03.2020 - - 55,99,050 6.75 16,16,200 1.95 01.04.2019 - - 16,16,200 1.95 3 VARALWAR SUBHASH 16,16,200 1.95 31.03.2020 - - 16,16,200 1.95 30,69,765 3.72 01.04.2019 - - 30,69,765 3.72 30,69,765 3.72 23.01.2020 -16,00,000 Buy/ Transfer 14,69,765 1.77 14,69,765 1.77 06.03.2020 92,266 Buy/ Transfer 15,62,031 1.88 4 VARALWAR SANDEEP 15,62,031 1.88 09.03.2020 1,76,599 Buy/ Transfer 17,38,630 2.09 17,38,630 2.09 16.03.2020 1,37,017 Buy/ Transfer 18,75,647 2.26 18,75,647 2.26 31.03.2020 - - 18,75,647 2.26 3,17,500 0.38 01.04.2019 - - 3,17,500 0.38 5 S RAGHUNANDAN 3,17,500 0.38 31.03.2020 - - 3,17,500 0.38

2. KEY MANAGERIAL PERSONNEL Cumulative Shareholding Shareholding during the year (01.04.2019 to Increase / 31.03.2020) Sl. Particulars No. of Shares at the % of total Date Decrease in Reason No. % of total beginning (01.04.2019) Shares Shareholding No. of Shares Shares of the / end of the year of the Company (31.03.2020) Company - - 01.04.2019 - - - - 1 YUGANDHAR KOPPARTHI - - 31.03.2020 - - - - 3,17,500 0.38 01.04.2019 - - 3,17,500 0.38 2 S RAGHUNANDAN 3,17,500 0.38 31.03.2020 - - 3,17,500 0.38 V) INDEBTEDNESS – Indebtedness of the Company including interest outstanding/accrued but not due for payment ( C In Milions) Secured Loans Total Unsecured Loans Deposits excluding deposits Indebtedness Indebtedness at the beginning of the financial year (As on 01.04.2019) i) Principal Amount 1233.16 - - 1233.16 ii) Interest due but not paid 4.64 - - 4.64 iii) Interest accrued but not due - - - - Total (i+ii+iii) 1237.79 - - 1237.79 Change in Indebtedness during the financial year • Addition - - - - • Reduction 95.90 - - 95.90 Net Change (95.90) - - (95.90) Indebtedness at the end of the financial year (As on 31.03.2020) i) Principal Amount 1028.18 - - 1028.18 ii) Interest due but not paid 113.72 - - 113.72 iii) Interest accrued but not due - - Total (i+ii+iii) 1141.90 - - 1141.90

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Name of MD/WTD Total SN. Particulars of Remuneration Dr. V. Manohar Santosh Sandeep Raghunandhan S Amount Rao Varalwar Varalwar (WTD cum CFO)* 1 Gross salary (excluding Commission) (a) Salary as per provisions contained in section 17(1) of the Income- 60,00,004 60,00,004 60,00,004 50,00,004 2,90,00,020 tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - - - (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - - - - - 2 Stock Option - - - - - 3 Sweat Equity - - - - -

75 Annual Report 2019-20 76 VIVIMED LABS LIMITED

4 Commission ------as % of profit - others, specify… 5 Others, please specify - - - - - Total (A) 60,00,004 60,00,004 60,00,004 50,00,004 2,90,00,020 Ceiling as per the Act 1,20,00,000 1,20,00,000 1,20,00,000 1,20,00,000 4,80,00,000

Note: *Mr. Srirambatla Raghunandan, Director of the Company demised on June 25, 2020. * Remuneration paid to the Managing Director & Other Whole time Directors is within the ceiling provided under Resolutions passed in general meeting. (As per schedule V of Companies act 2013).

B. Remuneration to other directors 1. Independent Directors: (Amount in C)

Name of Director Fee for attending board /committee meetings Commission Others# Total BHAGVANTH RAO MAMIDPALLI 3,25,000 - - 3,25,000 NIXON PATEL* 50,000 - - 50,000 UMANATH VARAHABHOTLA 3,00,000 - - 3,00,000 HARI GOPAL JAMALAPURAM* 25,000 - - 25,000 Total 7,00,000 - - 7,00,000 Ceiling as per the Act 45,00,000 - - 45,00,000

Notes:

1. *Mr.Nixon Patel, has resigned from the Board on 19.12.2019 & Dr. Hari Gopal Jamalapuram appointed as an independent Director on 14.02.2020.

2. Non-Executive Directors: (Amount in C)

Name of Director Fee for attending board /committee meetings Commission Others# Total SUBASH VARALWAR 1,75,000 - - 1,75,000 Total 1,75,000 - - 1,75,000

1 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Key Managerial Personnel SN Particulars of Remuneration K.Yugandhar Raghunandhan S CEO Total Company Secretary (WTD cum CFO)* 1 Gross salary 28,20,000 50,00,004 - 78,20,004 (a) Salary as per provisions contained in section 17(1) of the Income- - - - - tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - - (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - - - 2 Stock Option - - - - 3 Sweat Equity - - - - 4 Commission - - - - - as % of profit - - - - 5 Others, please specify - - - - Total 28,20,000 50,00,004 - 78,20,004

Note: *Mr. Srirambatla Raghunandan, (WTD cum CFO) of the Company demised on June 25, 2020.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: No penalties/punishment/compounding of offences were levied under the Companies Act, 2013

On behalf of the Board of Directors for Vivimed Labs Limited

Place: Hyderabad, Sd/- Sd/- Date: 04.12.2020 Santosh Varalwar Manohar Rao Varalwar Managing Director Whole time Director

77 Annual Report 2019-20 78 VIVIMED LABS LIMITED 7. 6. 5. 4. 3. 2. 1. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES ANNEXURE -7TO BOARD’S REPORT Date: 04.12.2020 Place: Hyderabad, Mr.Santosh Varalwar Dr.V.Manohar Rao Prof.M.Bhagvant Rao Name of theMember(s) No. NIL Sl. objectives andPolicy of your Company. TheCommittee CSR confirms thatthe implementation andmonitoring of theCSRPolicy isincompliance with theCSR evaluating various proposals to ensure are CSRfunds optimally utilized. part thereof, theCompany shallprovide thereasons for not spendingtheamount initsBoard’s Report: The Company is In casetheCompany hasfailed to spend the two percent of the average net profit of the last three financial years or any c. b. a. Details of spent CSR for thefinancial year: Prescribed CSRexpenditure (2%of thisamount asinSr. No.3 above): C12.88Millions Average Net Profitof theCompany for last3financial years: C644.19Millions Composition of Committee theCSR The CSRPolicy of your Company isavailable onits website: (http://www.vivimedlabs.com/investor-relations). especially amongchildren, women, elderly, andthedifferently abledandlivelihood enhancement projects; PromotingEducation: Promoting education, includingspecialeducation andemployment enhancing vocation skills thrust areas for channelizingtheresources onasustainedbasis: In accordance theCSRPolicywith of your Company, theCSRinitiatives would befocused around thefollowing identified Brief outlineof your Company’s policy: CSR Manner in which theamount spent duringthefinancial year isdetailed below: Amount unspent, if any: C12.88Millions Total amount spent for thefinancial year: NIL projects / Activities CSR CSR NIL (CinMillions) which the Project is Sector in covered NIL where project is undertaken State (Local Location District) TOTAL Area/ NIL Programs Project / (budget) Amount outlay NIL NIL Non Independent, Executive /Promoter Non Independent, Executive /Promoter Independent, Non- Executive Nature of Directorship On behalf of theBoard of Directors for Vivimed Labs Limited Managing Director Santosh Varalwar Expenditure 1. Direct Amount Spent onthe Projects or Programs NIL NIL Sd/- 2.Overheads

NIL NIL Expenditure Cumulative reporting upto the Manohar RaoManohar Varalwar period Whole timeDirector NIL NIL Sd/- Amount Direct spent: NIL NIL ANNEXURE -8 TO BOARD’S REPORT

Disclosure of Particulars of Contracts/Arrangements entered into by the Company Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. There are no contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section188 of the Companies Act, 2013 which are not at arm’s length basis

2. Contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 which are at arm’s length basis: Salient terms of Justification for Nature of Duration of the contracts or Amount Date of entering into Sl. Name (s) of the related party & nature of contracts / the contracts/ arrangements paid as approval by such contracts or No. relationship arrangements/ arrangements/ or transaction advances, the Board arrangements or transaction transaction including the value, if any transactions’ if any Sales & Dossier Not exceeding C.150 The transaction is at 1 Vivimed Labs Europe Limited, UK Sale of goods FY 2019-20 12.11.2014 nil crore per annum arm’s length price Not exceeding C70 The transaction is at 2 Vivimed Lab USA Inc. USA Sale of goods FY 2019-20 12.11.2014 nil crore per annum arm’s length price Not exceeding C20 The transaction is at 3 Union Quimico Farmaceutica SAU, Spain Sale of goods FY 2019-20 12.11.2014 nil crore per annum arm’s length price Not exceeding C10 The transaction is at 4 Uquifa Mexico S A de C.V Sale of goods FY 2019-20 12.11.2014 nil crore per annum arm’s length price Purchases from Purchases of Not exceeding C10 The transaction is at 1 Vivimed Labs Europe Limited, UK FY 2019-20 12.11.2014 nil goods crore per annum arm’s length price Purchases of Not exceeding C5 The transaction is at 2 Vivimed Lab USA Inc. USA FY 2019-20 12.11.2014 nil goods crore per annum arm’s length price

On behalf of the Board of Directors for Vivimed Labs Limited

Place: Hyderabad, Sd/- Sd/- Date: 04.12.2020 Santosh Varalwar Manohar Rao Varalwar Managing Director Whole time Director

79 Annual Report 2019-20 80 VIVIMED LABS LIMITED the system. The Company’s shareholders appoint theBoard of definedwith roles andresponsibilities of every constituentin The Companyin place hasput aninternal governance structure FINED ROLES AND RESPONSIBILITIES APPROPRIATE GOVERNANCE STRUCTURE WITHDE- integrity.with collective responsibilities to manage the business activities the Company. The Company acknowledges theindividualand and performance, as well astheleadershipand governance of timely andtransparent disclosures regarding our financials Our corporate governance framework ensures that we make sound principles of corporate governance in the Company. Board of Vivimed isresponsible for andcommitted to the serves andprotects theinterest of thestakeholders. The of corporate governance andoversees how themanagement governance. At Vivimed, the Board of Directors is at the core is necessary to ensurestandard thehighest of corporate believes thatan active, well informed andindependentBoard beneficiaries for their corporate actions. The Company also and to remain accountable to theshareholders andother and responsibilities, to act inthe best interest of the Company Company are subjectto their obligations, duties, accountability governance hasarole to ensure that theDirectors of the and accountability. The Company believes that corporate afocuswith ontransparency, professionalism, fairness and enforcement of theprinciplesof corporate governance Vivimed Labs Limited (Vivimed/Company) ensures adherence GOVERNANCE COMPANY’S PHILOSOPHY ONCODE OF CORPORATE March 31,2020. the Corporatesubmits Governance Report for the year ended Regulations”), asamendedfrom to time theCompany time and Disclosure Requirements) Regulations, 2015(“Listing the Securities andExchange Board of India (ListingObligations In compliance Regulationwith 34(3)read Schedulewith V of Governance Report Corporate our relationships inamanner thatis dignified,distinctive At Vivimed, we strive to conduct our business and strengthen ETHICS/GOVERNANCE POLICIES future growth. agenda andprovides thestrategic roadmapfor theCompany’s financial reports. Frequentand detailed interaction sets the transactions, possible risks andrisk mitigation measures, and budgets. Additionally, the Board reviews related party of annualstrategic andoperating allocation plans,capital agenda for theBoard review included adetailed analysis direction, management anditseffectiveness.policies The The Board critically evaluates the Company’s strategic creation. the goal of sustainability andelevating theCompany’s value the Company’swith bestinterests. Vivimed iscommitted to governance. The Board’s actionsanddecisionsare aligned term vision and policy approach to improve thequality of creates aculture of leadership provideswhich inturn along- Vivimed, it is believed that an experienced Board consciously executive nonIndependent Director asonMarch 31,2020. At chairman of Board), 4executive Directors and1non- The Board contains 3 Independent Directors (Includes BOARD LEADERSHIP level executives. assisted by theExecutive Directors andacore groupof senior the operations of andfunctioning theCompany,is theMD for overall implementation of In decisionsandpolicies. guidance to theBoard. Concurrently,is responsible theMD The Managing Director (MD) provide overall direction and the Board constituted under theCompanies Act, 2013. at Vivimed actsastheSecretary to alltheCommittees of in an effective and efficient manner. The Company Secretary established sixCommittees to discharge itsresponsibilities Directors, governswhich in turn the Company. The Board has value creation. organization and to strengthen the capabilities to enhance perspectivemulti-dimensional andresponsiveness the within strengthen effectiveness of interface areas, bringinability, constituted to drive strategic initiatives of your Company of theExecutive andOperating teams which have been The managementstructure of your Company comprises MANAGEMENT STRUCTURE Management Committee. Responsibility Committee, Risk Management Committee and Nomination andRemuneration Committee, Corporate Social AuditCommittee, Stakeholders Relationship Committee, Company currently has 6 (six) Committees of the Board viz., the responsibilitiesupon andtasksassignedto them. Your necessary by them to effectively undertake and deliver Committees holdmeetings at frequency such asisdeemed Companies Act,2013 andtheListingRegulations. These termsthem specific of reference inaccordance the with optimum representation of itsmembers andhasassigned The Board hasconstituted various Committees an with COMMITTEES OF THE BOARD: ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ Some of thecodes policiesare: and codes to andpolicies carryour out inanethical duties manner. dealing allstakeholders.with Vivimed hasadopted various integrity, transparency, independence andaccountability in and responsible. We adhere to ethical standards andensure

Dividend Distribution Policy Policy onMaterial Subsidiaries Employees for Directors, Key Managerial Personnel andother Performance Evaluation andRemuneration Policy Corporate Social Responsibility Policy Related Party Transactions Policy Whistle Blower Policy and Vigil Mechanism Code of Practices andProcedures for Fair Disclosure Code of Conduct for Prohibition of Insider Trading Code of Conduct for Board andSenior Management 2020: COMPOSITION OF BOARDTHE AS ON31ST MARCH, BOARD OF DIRECTORS increased connection holistic theorganization.within The effective of functioning theEMT andOMT hasledto service customers andother stakeholders. day operations, capability building within your Company to deliberate on the efficiency and effectiveness of the day-to- members leadtheidentified strategic initiatives, they your Company who report to theEMT members. The OMT The OMT consists of heads of / functions businesses within OPERATING MANAGEMENT TEAM (OMT): businesses /functions which report to them. to discusson various matters includingeffectiveness of the Corporate Governance. The EMT meets onaregular basis Risk Management, Financial Accounting & Reporting, and pertaining to thestrategies and vision of your Company, Managing Director. This EMT isentrusted theinitiativeswith the organization. The members of theEMT report to the The EMT comprises of theheadsof different of functions EXECUTIVE MANAGEMENT TEAM (EMT): Committees. implementation of thedecisionsof theBoard andits various strategic directions, lays down policy guidelinesandensures leads theExecutive Management.He spearheadsthe the direct of supervision theBoard of Directors andalso entrusted to theManaging Director underwho functions The overall managementof theaffairs of your Company is MANAGING DIRECTOR: Non- Executive andIndependent Directors. Chairman andhasanoptimum combination of Executive, 2013. The Board of Directors ischaired by anIndependent 17 of theListingRegulations as well astheCompanies Act, The composition of theBoard isinconformity Regulationwith Total Executive/Promoter Directors Non-Executive /Promoter Directors Directors Non-Executive /Independent Category No. of Directors 8 4 1 3

81 Annual Report 2019-20 82 VIVIMED LABS LIMITED appropriate decision. Board considers theCommittee’s recommendation, andtakes Directors anddetermining Directors’ independence. The in accordance theCompany’swith Policy for Selection of in various committees of other companies by persons such expertise and number of Directorships and Memberships held inter alia,considers qualification, positive attributes, area of as Independent Directors onthe Board. The Committee, Nomination andRemuneration Committee for appointment Company’s businessandpolicy decisionsare considered by the field/profession and who caneffectively contribute to the people having an independent standing in their respective Considering therequirementof skillsets ontheBoard, eminent Selection of Independent Directors Rao Mamidpalli Independent Director of thecompany demisedon30.11.2020. the Board on 19.12.2019 & Dr.Hari Gopal Jamalapuram appointed as an independent Director on 14.02.2020. Prof. Bhagvanth Note: 2019-20 andat the Annual General Meeting (AGM)are detailed below: The details of attendance atBoard Meetings heldeither inperson or through video conference duringthefinancial year The dates of theBoard meetings are asunder: Agenda. Additional meetings are held whenever necessary. review thequarterly financialresults andother items onthe twenty days. The Board meets atonceleast ineachquarter to between two meetings didnotexceed one hundred and Board of Directors were gap time heldandthemaximum During thefinancial year 2019-20,5(Five) meetings of the OFNUMBER BOARD MEETINGS: Dr.HariGopal Jamalapuram Mrs.Umanath Varahabhotla Mr.Srirambatla Raghunandan* Mr.Nixon Patel* Mr.Sandeep Varalwar Prof. Bhagvanth Rao Mamidpalli* Dr.ManoharRao Varalwar Mr.Subhash Varalwar Mr.Santosh Varalwar * Mr. Srirambatla Raghunandan, Director of theCompany demisedon June 25,2020,Mr.Nixon Patel, hasresigned from Name of theDirector Non Executive Director Independent Director Independent Director Independent Director Independent Director Whole Time DirectorWhole Time DirectorWhole Time DirectorWhole Time Managing Director Designation ∞ Company. The Lead Independent Director’s role isasfollows: Independent Director by theIndependent Directors of the Mrs.Umanath Varahabhotla was elected astheLead Lead Independent Director provided under law. declaration that he meets the criteria of independence as firstmeeting of theBoard inevery financial year, gives a in which heparticipates asaDirector andthereafter atthe Every Independent Director, at thefirst meeting of theBoard ∞ Director. prescribed limitsacross allcompanies in which he/she isa Company hold memberships/Chairmanships more than the per thedisclosure received, noneof theDirectors of your the Board/Committees of theBoard of other companies. As the Companytheir about Directorship andMembership on All the Directors have periodically andregularly informed Date(s) on which meeting(s) were held:

August 09,2019 June 27,2019 May 30,2019 Number of Board Meetings information to Independent Directors To ensure there isanadequate andtimely flow of To preside over allmeetings of Independent Directors Held 5 5 4 5 5 5 5 5 - Attended 5 4 2 5 5 3 5 5 - February 14,2020 November 14,2019 Attendance at AGM Held September 30,2019 Yes Yes Yes No No No No No No

∞ ∞ inter alia,to discussonthefollowing: Independent Directors andmembers of themanagement, met onFebruary 14, 2020, theattendancewithout of Non- During the year under review, theIndependentDirectors INDEPENDENT DIRECTORS’ MEETING: http://www.vivimedlabs.com. Company and can be accessed through the following link: Terms of appointment isavailable onthe website of your manner provided under theCompanies Act,2013. A sample appointmentletters to alltheIndependentDirectors inthe Listing Regulations. Your Company has also issued formal nothold directorship more thantheprescribedin the limit and theListingRegulations andhave confirmed that they do Independence laiddown under the Companies Act, 2013 have submitted declarations that they meet thecriteria of be heldincalendar year 2024). The IndependentDirectors on 28th March, 2020 (up to 36th Annual General Meeting to the shareholders of your Company through Postal ballot held Company have beenappointed for atenure of 5(five) year) by Mr.Harigopal Jamalapuram (IndependentDirector) of your Annual General Meeting to beheldincalendar year 2025). be heldon30.12.2020for aperiodof 5 years (upto 37th term hasbeenproposed by theboard inensuing AGMto 30th September, 2015andher re-appointment for second by theshareholders of your Company at their AGMheld on held incalendar year 2020).Her appointment was approved of 5(five) years (upto 32nd Annual General Meeting to be Director) of your Company have beenappointed for atenure September, 2019.Mrs.Umanath Varahabhotla (Independent shareholders of your Company at their AGMheld on30th calendar year 2024).hisappointment was approved by the years (upto 36th Annual General Meeting to beheldin Company have beenappointed for atenure of 5(five) Prof.M.Bhagvanth Rao (Independent Director) of your INDEPENDENT DIRECTORS: ∞ ∞

Review theperformance of theChairperson of your Directors andtheBoard asa whole; To review the performance of the Non-Independent Companies Act, 2013andtheListingRegulations. To perform other such asenvisaged duties by the Management andtheIndependent Directors. To liaisebetween theChairman,Managing Director, the matters requiring discussion/approval /decisionat Board/ their work plans well inadvance, particularly regardwith to The Company’s headsare functional advisedto schedule Hyderabad-500034.. Company at North End Complex, Road No.2, Banjara Hills, The meetings are generally heldatthe Corporate office of the the meetings. to plantheir scheduleandensureparticipation meaningful in is circulated to theDirectors well inadvance to facilitate them tentative annualcalendar of Board andCommittee meetings The Board /Committee meetings are pre-scheduled anda urgency of matters, resolutions are passedby circulation. Company’s specificneeds.In case of businessexigencies or are convened by givingappropriate notice to address the financial results of the Company. Additional Board meetings annually, once ineachquarter inter-alia to review the Minimum four pre-scheduled Board meetings are held Committee Meetings SelectionofScheduling and Agenda items for Board and and framework of thelaw for beinginforce. thetime Committees, from to time dependingonbusinessneeds time, The Board to isauthorised constitute additionalfunctional Committee and Stakeholders Relationship Committee. Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee Nomination and Six Committees, namely AuditCommittee, Management term interests are beingserved. The Board hasconstituted their effectiveness, andensures that shareholders long Company’s strategic direction, management and policies functioning. The Board provides andevaluates the by shareholders for overseeing theCompany’s overall The Board of Directors istheapex body constituted Institutionalized process decision-making AND PROCEDURES BOARD MEETINGS,BOARD COMMITTEE MEETINGS ∞

Executive Directors; and Company, takinginto account views of Executive /Non- and reasonably perform their duties. the Board that was necessary for theBoard to effectively information between your Company’s management and Assess thequality, quantity of andtimeliness flow of

83 Annual Report 2019-20 84 VIVIMED LABS LIMITED ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ inter alia,include: The items /matters required to beplaced before theBoard, permitted. additional or supplementary item(s) ontheagenda are effectin the agenda. In specialandexceptional circumstances, it istabledbefore themeeting reference specific with to this it isnot practicable to attach any document to theagenda, meaningful and focused discussionsat the meeting. Where information isincorporated intheagenda for facilitating in advance, andinthedefined agenda format. All material The agenda andnotes onagenda are circulated to Directors meetings. management, finalisetheagenda for Board /Committee consultation otherwith concerned members of thesenior The Chairmanof theBoard andCompany Secretary, in record theCompany’s quarterly/annual financialresults. and strategy and risk management practices before taking on business environment,the Company’s businessopportunities subsidiary companies andjoint venture companies, global operations, overview of businessoperations of wholly owned The Board isgiven presentations covering finance, marketing, included intheagenda for Board /Committee meetings. them to theCompany Secretary inadvance sothat they are Committee meetings. Such matters are communicated by non-payment,share transfer delay (if any), amongothers; requirements, andshareholder’s service, asdividend such Non-compliance of any regulatory, statutory or listing exchange rate movement, if material; steps taken by management to limit risks of adverse Quarterly details of foreign exchange exposures, and goodwill, brand equity or intellectual property; Transactions that involve substantial payment towards the Company; Company, or substantial non-paymentfor goods soldby Any material defaultin financialobligations to andby the Committees of theBoard; Minutes of meetings of the AuditCommittee and other auditors’ report andBoard’s report; Company’s annualfinancialresults, financialstatements, Quarterly results of theCompany; budgetsincluding capital andany updates; Annual operating plansof businessesandbudgets ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞ ∞

laws to asapplicable theCompany and Compliance Certificate certifying compliance all with Details of litigations, prosecutions etc.; amongotherspolicies, impactthereof;with Brief onstatutory developments, changes ingovernment security inrespect of loan; Borrowing of monies,givingguarantees or providing Making of loansandinvestment of funds; surplus related actionplans; Status of businessriskexposures, itsmanagement and Related party transactions; venture companies; Review of thefunctioning thesubsidiary andjoint Reports onprogress madeontheongoing projects; amalgamations; Proposals for major investments, mergers and (through the AuditCommittee); Internal Auditfindings andExternal AuditReports AuditCommittee; remuneration of the Auditors asrecommended by the Recommending appointmentof andfixingof Issue of securities; substantial stake inanother company; Takeover of acompany or acquisition of acontrolling or controls; Significantchanges inaccounting andinternal policies Dividend declaration; Secretarial Auditors; Quarterly / Annual Secretarial Auditreports submitted by Auditors; Appointmentof Internal Auditors andSecretarial Appointment or removal of theKey Managerial Personnel; Disclosure of Directors’ interest andtheir shareholding; appointment/annually; Declaration of Independent Directors at of the time companies; Minutes of Board meetings of unlisted subsidiary Terms of reference of Board Committees; Formation/reconstitution of Board Committees; Appointment,remuneration andresignation of Directors; Board meetings heldare given below: requirementthe minimum of four meetings. The details of Five (5)Board meetings were heldduringthe year, asagainst Number of Board meetings India. Standards issuedby theInstitute of Company Secretaries of rules issuedthereunder, ListingRegulations andSecretarial regulations, includingtheCompanies Act, 2013read with and isrequired to ensure adherence to laws allapplicable and on agenda andminutes of themeeting(s), isresponsible for The Company Secretary, while preparing theagenda, notes Compliance of theBoard /Committees for noting. the previous meeting(s) isplaced atthe succeeding meeting departments. Action taken reporton decisions/minutes of meetings are communicated promptly to theconcerned thereof. Importantdecisions taken atBoard /Committee process for decisionstaken by theBoard andCommittees an effective post meeting follow-up,review and reporting The guidelinesfor Board /Committee meetings facilitate Post Meeting follow-up Mechanism the conclusion of themeeting. minutes are entered intheMinutes Book 30dayswithin from thereon asprescribed under Secretarial Standard-1. The circulated to Board /Committee members for their comments each Board andCommittee meeting. The draftminutes are The Company Secretary records minutes of proceedings of Meetings Recording Minutes of Proceedings at Board Committee and ∞

May 30,2019 June 27,2019 Date August 09,2019 November 14,2019 February 14,2020 (Depositories andParticipants) Regulations, 1996. Reconciliation of Share Capital AuditReport under SEBI Strength Board 8 8 8 8 7 No. of Directors Present 6 7 8 7 6 Directors. The Independent Directors at their meeting also mechanism, outcome andthefeedback received from the and Remuneration Committee discussedontheevaluation performance for the Board andtheDirectors. The Nomination Committee plays a vital role inundertakingtheevaluation of The Chairmanof theNomination andRemuneration Committee vis-à-vis itsresponsibilities, etc. to theCommittee to discharge performance itsduties, of the discussions at theCommittee meetings, information provided of thecomposition of the Committees, effectiveness of the of theterms of reference by theCommittee members, adequacy Committees of theBoard includedaspectslike understanding The questionnaires for assessing the performance of the governance andperformance duties of duties. specific minimization, succession planning,discharging fiduciary and quality of discussionsonkey like subjects riskassessment and of discussionsat themeetings of theBoard, spent time and long term goals andstrategies, Board effectiveness, quality assessmentof devoted time by theBoard ontheCompany’s performance of theBoard, theparameters includedthe and challenges for your Company etc. In assessing the overall the Board meetings, understanding of the strategic issues environment,effectiveness of thecontributions madeduring responsibilities, understanding of thebusinessandcompetitive of thelevel of participation, understanding of therole and on various aspects which, inter alia, included assessment evaluation of theperformance of theDirectors were based Directors. These assessment sheets respectwith to the of each Director and self – assessment carried out by the performance of theBoard as a whole, individual performance Structured questionnaires were prepared to evaluate the financial year2019-20. its Committees andeachDirector wasfor carriedout the Accordingly, theannualperformance evaluation of theBoard, an annualbasis. performance evaluation of eachDirector toon becarriedout the effectiveness of theBoard, itsCommittees along with of Directorsin place hasput aprocess to formally evaluate the Nomination andRemuneration Committee, theBoard II of theListingRegulations andontherecommendation of read Ruleswith framed thereunder andPartofD Schedule In terms of provisions applicable of theCompanies Act, 2013 EVALUATION OF THE BOARD EFFECTIVENESS:

85 Annual Report 2019-20 86 VIVIMED LABS LIMITED Note:

expressed their satisfaction. of theBoard anditsCommittees was positive andmembers The overall outcome of thisexercise to evaluate effectiveness Directors andtheBoard asa whole anditsCommittees. has noted theoverall feedback ontheperformance of the The Board of Directors atits meeting heldonMarch 31,2020, Directors includingtheChairmanof theBoard. discussed theperformance of theNon-Executive/Promoter DIN –08687353 DIN Jamalapuram*** Dr.Hari Gopal DIN –06539204 DIN Varahabhotla Mrs. Umanath DIN –02029812 DIN Raghunandan*** Mr.Srirambatla DIN –01717281 DIN Mr.Nixon Patel*** DIN –01682951 DIN Mr.Sandeep Varalwar DIN –00117862 DIN Mamidpalli**** Prof. Bhagvanth Rao DIN –00059815 DIN Varalwar Dr.Manohar Rao DIN –00054789 DIN Mr.Subhash Varalwar DIN –00054763 DIN Mr.Santosh Varalwar Name of theDirector

****Prof. Bhagvanth Rao Mamidpalli Independent Director of thecompany demisedon30.11.2020. the Board on19.12.2019&Dr.Hari Gopal Jamalapuram appointed asanindependent Director on14.02.2020. *** Mr.Srirambatla Raghunandan, Director of theCompany demisedon June 25,2020,Mr.Nixon Patel, hasresigned from Chairmanships in Vivimed LabsLimited. and Stakeholders RelationshipCommittee of Public Companies have beenconsidered. Also excludes the Memberships & **For ofthe purpose considering the limit of Committee Memberships and Chairmanships of a Director, Audit Committee Companies, Companies incorporated under Section 8of theCompanies Act, 2013andalternate directorships. *Excludes directorship in Vivimed Labs Limited. Also excludes directorship in Foreign Companies, Private Limited Director Independent Non-Executive/ Director Independent Non-Executive/ Director Whole-time Director Independent Non-Executive/ Director Whole-time Director Independent Non-Executive/ Director Whole-time Director Non-Executive Managing Director Directorships Nature of with anywith of theDirectors No inter-se relationship with anywith of theDirectors No inter-se relationship with anywith of theDirectors No inter-se relationship with anywith of theDirectors No inter-se relationship of Subhashof Varalwar Santosh Varalwar,Nephew Varalwar, Brother of Son of Manohar Rao with anywith of theDirectors No inter-se relationship Varalwar Varalwar &Sandeep Varalwar, Father of Santosh Brother of Subhash Varalwar Varalwar &Sandeep Varalwar, Uncle of Santosh Brother of Manohar Rao of Subhashof Varalwar Sandeep Varalwar,Nephew Varalwar, Brother of Son of Manohar Rao Relationship each with other detailed below: memberships held by them in other companies public are number of directorships andcommittee chairmanships/ The details of nature of Directorships, relationship inter se, DIRECTORSHIP AND MEMBERSHIP ONCOMMITTEES: Directorships* No. of other Nil Nil Nil Nil Nil Nil Nil Nil Nil As on31stMarch, 2020 Membership Nil Nil Nil Nil Nil Nil Nil Nil Nil Chairmanship Nil Nil Nil Nil Nil Nil Nil Nil Nil The shareholding of Executive Directors of your Company 31stMarch, ason 2020isasfollows: Director on14.02.2020. Note: Given below setting isthechart expertise/ outtheskills/ competence of theBoard of Directors: Note: *Mr.Srirambatla Raghunandan, Director of theCompany demisedon June 25, 2020 The shareholding of theNon-Executive Directors of your Company on31stMarch, as 2020isasfollows: Prof. Bhagvanth Rao Mamidpalli Independent Director of thecompany demisedon30.11.2020. independentDirector on14.02.2020Mr.Srirambatla Raghunandan, Director of theCompany demisedon June 25,2020. Note: Dr.HariGopal Jamalapuram* Mr.Subhash Varalwar Mrs.Umanath Varahabhotla Mr.Nixon Patel* Mr.Srirambatla Raghunandan* Mr.Sandeep Varalwar Dr.ManoharRao Varalwar Mr.Santosh Varalwar Prof.Bhagvanth Rao Mamidpalli Name of theDirector(s) No. Sl. 1 2 3 4 5 6 7 8 *Mr.Nixon Patel, hasresigned from theBoard on19.12.2019&Dr.Hari Gopal Jamalapuram appointed asanindependent Name of theDirector(s) Mr.Nixon Patel, hasresigned from theBoard on19.12.2019&Dr.Hari Gopal Jamalapuram appointed asan Varalwar Mr.Santosh Varalwar Mr.Subhash Varalwar Dr.Manohar Rao Rao Mamidpalli Prof. Bhagvanth Varalwar Mr.Sandeep Varahabhotla Mrs. Umanath Jamalapuram Dr.Hari Gopal Raghunandan Mr. S. Name of the Director Managing Director Non-Executive Director Whole-time Director Independent Director Non-Executive/ Whole-time Director Independent Director Non-Executive/ Independent Director Non-Executive/ Whole-time Director Nature of Directorship Category Whole-time Director Whole-time Director Whole-time Director Managing Director Non-Executive/ Independent Director Non-Executive /Promoter Director Non-Executive/ Independent Director Non-Executive/ Independent Director Non-Executive/ Independent Director Nature of Directorship manufacturing andmarketing efficient,quality complaintpharmaceutical /chemicals products He has around 35 years of experience in General Management, cost R&D function He hasaround 40 years of experience inProduction, Quality control and pharmaceutical /chemicals products manufacturing andmarketing He hasaround 50 years of experience in Administration, Biotechnology, biochemical engineering fields of chemicalreaction engineering,catalysis, thermodynamicsand He hasmore than40 years experience inresearch and teaching inthe marketing divisionsof Pharma industry He hasmore than27 years of richexperience inmanufacturing and strategically important initiatives. Conceptualization to Operationalization for pilotingof andscaling-up systems, finance, legal,general administration, processes andSoPs from management, Corporate Social Responsibility. Creating organizational She has29+ years of experience inHealthcare, Hospital systems He hasmore than26 years experience inGeneral Medical Practice. production He hasmore than30 years experience inhandling various aspectsof No. of shares held 18,75,647 12,94,225 55,99,050 3,17,500 Specialisation Percentage to share thepaidup capital No. of shares 1616200 held NIL NIL NIL NIL Percentage to thepaid 0.38 2.26 1.56 6.75 up share capital 1.96 NIL NIL NIL NIL

87 Annual Report 2019-20 88 VIVIMED LABS LIMITED the appointment of Statutory Auditors. disclosure of financialinformation andrecommendation of evaluate and approve transactions relatedwith parties, process, determine theadequacy of internal controls, responsibility to monitor the financial reporting, audit The AuditCommittee is,inter alia,entrusted the with AUDIT COMMITTEE COMMITTEES OF THE BOARD relations. the following link:http://www.vivimedlabs.com/investor- the website of your Company and canbeaccessed through Brief details of thefamiliarization program are on uploaded the Code of Conduct for Prevention of Insider Trading. Conduct for Directors andSenior Management Personnel and important ofpolicies your Company includingtheCode of issues andnew initiatives. They are alsoinformed of the on-going events, etc. They are updated onallbusinessrelated the industry in operates,which it businessmodeloperations, your Company, their roles, rights, responsibilities, nature of any new appointees ontheBoard abriefwith background of programs familiarizes not only theIndependent Directors but Independent Directors. Your Company through such familiarization program for all its Directors including the Your Company hasinplace astructured and induction FAMILIARISATION PROGRAM year endedMarch 31,2020. the expiry of their term of appointment duringthefinancial has resigned from theDirectorshipof theCompany before Other than Mr.Nixon Patel, no other Independent Director other material reasons pertainingto theCompany. meetings of theCompany. He confirmed thatthere are no reasons andhisinability to devote necessary for time the before theexpiry of histerm of appointment dueto personal from 19.12.2019,from theDirectorship of theCompany Mr.Nixon Patel, IndependentDirector hadresigned, effective independent of themanagement. Disclosure Requirements) Regulations, 2015andthey are the conditions specifiedby SEBI(ListingObligations and opinion of the Board, the Independent Directors fulfil The Board of Directors beandhereby confirm that inthe Confirmation from theBoard Date(s) on which meeting(s) were held company demisedon30.11.2020. Prof. Bhagvanth Rao Mamidpalli IndependentDirector of the Director on14.02.2020. *Dr. Hari Gopal Jamalapuram appointed asanindependent on 14thFebruary, 2020 Note: *Appointed dueto Re-Constitution of AuditCommittee 31st March, 2020isdetailed below: meetingsheld andattended duringthefinancial year ended of Directorsof theCompany along with thedetailsof the The composition of the Audit Committee of the Board being inforce).the time any statutory modification(s) or re-enactment(s) thereof for Companies Act,2013 andtheListingRegulations (including Related Party Transactions provisons andtheapplicable of the omnibus approval in line the with Policy of dealing with has approved related party transactions along grantingwith The AuditCommittee, duringthefinancial year 2019-20, Secretary to theCommittee. Shri K.Yugandhar, Company Secretary of theCompany actsas attend themeetings of theCommittee. Statutory Auditor, Internal Auditor and other executives to the Managing Director, CEO, CFO, Vice President –Finance, experience infinancialmanagement. The Committee invites of the AuditCommittee are financially literate andhave and Regulation 18of the ListingRegulations. The members provisionswith of Section 177of theCompanies Act, 2013 The composition of the AuditCommittee isinalignment August 09,2019 June 27,2019 May 30,2019 Jamalapuram* Dr.Hari Gopal Mr.Sandeep Varalwar Varahabhotla Mrs.Umanath Mamidpalli Prof.Bhagvanth Rao Name of theDirector Member Member Chairperson Member Membership Nature of February 14,2020 November 14,2019 Held 5 5 5 - Number of Meetings Attended 5 5 5 - 6. 5. 4. 3. 2. 1. of reference anditsrole, inter alia,includesthefollowing: The Audit Committee is empowered, pursuant to its terms last AGMheld on30thSeptember, 2019 The Chairperson of the Audit Committee was present at the (a) Board: appointmentof auditors before recommending to the Reviewing andconsidering thefollowing w.r.t. joint ventures); made by the unlisted subsidiary companies (including companies (includingjoint ventures) andinvestments Reviewing thefinancialstatements of unlisted subsidiary (e) (d) (c) (b) (a) reference to: tosubmission theBoard for approval, particularwith statements andauditor’s report thereon before Reviewing, with themanagement, the annualfinancial the financialcondition andresults of operations; Reviewing theManagementDiscussion and Analysis of the Board for approval; standalone as well asconsolidated before to submission yearly,months nine- andannualfinancialstatements, Reviewing with themanagementquarterly, half- financial statements are correct, sufficient andcredible; and thedisclosure of itsinformation to ensure that the Overseeing your Company’s financialreporting process auditor; firm proposed to be considered for appointment as qualifications andexperience of theindividual/ Qualifications inthedraftaudit report, if any. Disclosure of any related party transactions; and legal requirements relating to financialstatements; Compliance theListingRegulationswith andother ofarising out findings; audit adjustments madeinthefinancialstatements of judgment by management andsignificant entries involving estimates basedontheexercise and thereasons for thesame,major accounting Changes intheaccounting policies andpractices 2013; Companies Act, the Board’s Reportas per Sec 134(3)(c) of the Responsibility Statement to beincludedin Matters required to beincludedintheDirectors’ 17. 16. 15. 14. 13. 12. 11. 10. 9. 8. 7. or irregularity or failure of internal control systems of a auditors into matters where there isasuspected fraud Reviewing theinternal investigations by theinternal other significant findings andfollow-upthereon; reports relating to internal control weaknesses andany Discussion with theinternal auditors oninternal audit management system policies of theCompany; Evaluating theinternal financialcontrols andrisk conducting theinternal audit; the scope, periodicity functioning, andmethodology for Formulating inconsultation with theInternal Auditor, Company; remuneration of theChief Internal Auditor of the Reviewing theappointment, removal andterms of of internal audit; department, reporting structure coverage andfrequency staffing andseniority of theofficial headingthe including thestructure of theinternaldepartment, audit Reviewing theadequacy of internal iffunction, audit any, and performance, andeffectiveness ofprocess; audit Reviewing andmonitoring theauditor’s independence follow-upensuring suitable thereon; control weaknesses issued by the statutory auditors and Reviewing managementletters/letters of internal auditors; management representation letters to thestatutory Reviewing andapproving quarterly and yearly concern; welldiscussion to aspost-audit ascertain any area of commences,the nature about andscope ofas audit Discussion thestatutorywith auditors before theaudit approving payments for any other service; removal of thestatutory auditor, fixingoffees audit and appointment and,if required, the replacement or Recommending to theBoard, theappointment,re- (c) (b) competent authority or any Court. Institute of Chartered Accountants of India or any conduct againsttheproposed auditor before the proceeding relating to professional matters of giving dueregard to any order or pending the company; and commensurate with thesize andrequirements of whether suchqualifications andexperience are

89 Annual Report 2019-20 90 VIVIMED LABS LIMITED 28. 27. 26. 25. 24. 23. 22. 21. 20. 19. 18. the utilization of proceeds of or apublic rights issue,and report submitted by themonitoring agency monitoring in theoffer document /prospectus /notice andthe of utilized funds for other purposes thanthose stated issue, rights issue,preferential issue,etc.), thestatement / application of fundsraised through anissue(public Reviewing, with themanagement, thestatement of uses valuation report andfollow-upthereon; net-worth/ liabilitiesof theCompany. Reviewing the and conditions for conducting the valuation of assets/ Appointing registered valuers anddefining theterms the Board for approval; auditorof onaudit cost records, before to submission Review thecostreportaudit submitted by thecost of Cost Auditor for theCompany; appointment,remuneration andterms of appointment Recommending to theBoard of Directors, the and specialized services; Act2013) to render any service other thanconsulting Approving theauditors (appointed under theCompanies candidate; qualifications, experience andbackground, etc. of the orfunction discharging that function) after assessingthe Finance Director or any other person headingthefinance Approval of appointment of CFO (i.e.the whole-time ofthe functioning thesame; Company asper the Whistle Blower Policy. Overseeing Review of the Whistle Blower mechanismof the and investments; Reviewing andScrutinizing theinter-corporate loans transactions submitted by themanagement; Reviewing thestatements of significant related party company or associate company; office or place of profitin theCompany, itssubsidiary and revision inremuneration of related partiesto an the Company relatedwith partiesincludingappointment Approval or subsequentmodification of transactions of employees; fraud committed againstthe company by itsofficers/ Government) regardwith to any offence involving statutory auditors (before to submission theCentral Review andcomment thereport upon madeby the material nature andreporting thematter to theBoard; Committee during thefinancial year 2019-20isdetailed below: of themeetings heldandattended by themembers of the of theBoard of Directors of theCompany along with thedetails composition of theNomination andRemuneration Committee 2019-20 on April 16,2019andFebruary 14,2020. The The Committee met 2(Two) timesduringthefinancial year 2013 andRegulation 19of theListingRegulations. the provisionswith of Section 178of theCompanies Act, governed by itsCharter anditscomposition isincompliance The role of theNomination andRemuneration Committee is NOMINATION AND REMUNERATION COMMITTEE 32. 31. 30. 29. Secretary to theCommittee. Shri K.Yugandhar, Company Secretary of theCompany actsas company demisedon30.11.2020. *Prof. Bhagvanth Rao Mamidpalli IndependentDirector of the Director on14.02.2020. & Dr.Hari Gopal Jamalapuram appointed asanindependent **Mr.Nixon Patel, hasresigned from theBoard on19.12.2019 Remuneration Committee on14thFebruary, 2020 Note: Director Name of the Jamalapuram** Dr.Hari Gopal Mamidpalli* Prof. Bhagvanth Rao Mr. Nixon Patel** Varahabhotla Mrs.Umanath Varalwar Mr.Subhash Any other matter referred to by theBoard of Directors. transactions; and party transactions andalsodealing relatedwith party Review andapprove, policy onmateriality of related of material subsidiaries; Review andapprove, policy formulated for determination creditors, if any; (in caseof non-payment of declared dividends) and to thedepositors, debenture holders, shareholders Looking into reasons for substantial defaults in payment takesteps up inthismatter; making appropriate recommendations to theBoard to *Appointed dueto Re-Constitution of Nomination and Membership Nature of Chairman Member Chairman Member Member Number of Meetings Held 2 2 2 2 - Attended 2 0 2 2 - investors. continuous guidance to improve theservice levels for the Share Transfer Agentof theCompany andalsoprovides the performance andservice standards of theRegistrar and strengthen investor relations. The Committee alsoevaluates among others. Theof mainobject theCommittee isto dividend /notices /annualreports and change of addresses, share certificates, dematerialization of shares, non-receipt of investor’s holding,replacementof / mutilated lost /stolen astransfer,such transmission,and consolidation split of to specifically look into the matters of investor’s grievances and Stakeholders RelationshipCommittee was constituted and Regulation 20of theListingRegulations. Share Transfer compliance theprovisionswith of theCompanies Act,2013 The Committee’s composition andterms of reference are in STAKEHOLDERS RELATIONSHIP COMMITTEE 7. 6. 5. 4. 3. 2. 1. and Remuneration Policy: accordance theprovisionswith of law andtheNomination thefollowingwith terms of reference andresponsibilities in The Nomination andRemuneration Committee isempowered from to time time. Undertake any other matters as the Board may decide remuneration, payable to Directors of your Company; and Reviewing andrecommending to theBoard, the Independent Directors; the basisof thereportof performance evaluation of the term of appointment of Independent Directors on Directors, Board/Committees of Board andreview and formulate criteria for evaluation of Independent Carrythe evaluation out of every director’s performance to theBoard their appointment andremoval; accordance thecriteriawith laiddown, andrecommend and who may beappointed insenior management in Identify persons who are qualifiedto become directors Devise apolicy onBoard Diversity; implementation; personnel andother employees, ESOPs administration, remuneration of thedirectors, key managerial Recommend to theBoard apolicy, relating to the positive attributes andindependence of adirector; Formulate acriteria for determining qualifications, 2019-20 are given below: responded andthestatus thereof duringthefinancial year Details pertainingto the number of complaints received and Company. and to resolve thegrievance of thesecurity holders of your into andredressing complaints of shareholders andinvestors The terms of reference of theCommittee includesenquiring the Committee. the requirements of Securities Law andactsasSecretary to Shri.K.Yugandhar isthecompliance officer for complying with Remuneration Committee on14thFebruary, 2020 **Appointed dueto Re-Constitution of Nomination and company demisedon30.11.2020. Prof. Bhagvanth Rao Mamidpalli IndependentDirector of the 14.02.2020. Gopal Jamalapuram appointed asanindependent Director on Note: below: the details of meetings attended by itsmembers are given the Committee duringthe year April 2019 – March 2020 and financial year AprilMarch 2019- 2020. The composition of 1 (One) meeting of theCommittee was heldduringthe Board of Directors of your Company along the with details year 2019-20. The constitution of theCSRCommittee of the The Committee meton February 14,2020 duringthefinancial provisions of Section 135of theCompanies Act, 2013. The composition ofCommittee theCSR isinalignment with COMMITTEE CORPORATE SOCIAL RESPONSIBILITY (CSR) Jamalapuram** Dr.Hari Gopal Mr.Nixon Patel * Mr.Subhash Varalwar Varalwar Dr.Manohar Rao Mr.Santosh Varalwar No. of complaints pendingat theendof the year No. of complaints resolved duringthe year No. of complaints received duringthe year Name of the *Mr.Nixon Patel, hasresigned from theBoard &Dr.Hari Director Membership Nature of Chairman Member Member Member Member Number of Meetings Held 1 1 1 1 1 Attended 1 0 1 1 1 0 0 0

91 Annual Report 2019-20 92 VIVIMED LABS LIMITED below: Committee duringthefinancial year 2019-20isdetailed of themeetings heldandattended by themembers of the and Whole-time Directors duringtheFY 2019-20 4. 3. 2. 1. ITS TERMS OF INTER REFERENCE, ALIA, TO: COMMITTEETHE CSR ISEMPOWERED, PURSUANT TO Secretary to theCommittee. Shri.K.Yugandhar, Company secretary of theCompany actsas Note: Name of theDirector Rao Mamidpalli Prof. Bhagvanth Managing Director Mr.Santosh Varalwar, Varalwar Mr. Santosh Whole Director time Dr.ManoharRao Varalwar, Varalwar Dr. Manohar Rao Whole Director time Mr.Sandeep Varalwar, Whole Director time Mr.Srirambatla Raghunandan*, Such other astheBoard activities of Directors may proposed to beundertaken by theCompany; and implementation of theprojects /programs/ activities Prepare atransparentmonitoring mechanism for ensuring of theCompany from to time time; Monitor implementation andadherence to theCSRPolicy the activities; Recommend the amount of expenditure to be incurred on Name of the *Mr. Srirambatla Raghunandan, Director of theCompany demisedon June 25,2020. Director Membership Nature of Member Member Member Number of Meetings Held 60,00,004 60,00,004 60,00,004 50,00,004 1 1 1 Salary Attended 1 1 1 Perquisites* Remuneration paid to the Chairman and Managing Director the existing industry practice. periodically. The remuneration policy isinconsonance with rewarding performance basedonreview of achievements The Company’s remuneration policy isdirected towards Directors who are subjectto evaluation hadnot participated. by theentire Board of Directors andintheevaluation the performance evaluation of Independent Directors was done as preparation, participation, conduct andeffectiveness. The relevant to thefunctioningasIndependent Directors such The criteria for performance evaluation cover theareas individual Directors. evaluation of Independent Directors, Board and other Further, theCompany hasdevised a Policy for performance Directors, Key Managerial Personnel andother employees. The Company hasformulated Remuneration Policy for Remuneration policy DIRECTORS’ REMUNERATION com/investor-relations. accessed through the following link: http://www.vivimedlabs. been placed onthe website of your Company andcanbe of the CSR Section in the Annual Report. The CSR Policy has The details of theCSRinitiatives of your Company form part - - - - determine from to time time. Commission# - - - - 60,00,004 60,00,004 60,00,004 50,00,004 Amount K (Amount inC) Details of lastthree AGMand thesummary of Special Resolutions passedtherein are asunder: GENERAL BODY MEETINGS a. FY 2019-20 Remunerationto paid Non-Executive Directorsthe during 2019-20: for attending Board andCommittee meetings duringtheFY Following are thedetails of fees sitting paidto theDirectors b. 2. 1. On 29.02.2020: resolution through postalballot asper thedetails below: Rules, 2014 (includingany statutory amendment(s) or re-enactment(s) madethereunder), your Company passedthefollowing During the year, pursuantto Section 110of theCompanies Act,2013 read with theCompanies (Management and Administration) Postal Ballot requisite majority. All special resolutions set outin the notices for the AGMs were passed by the shareholders at the respective meetings with Year(s) Independent Director Prof.Bhagvanth Rao Mamidpalli, Name of theDirector 2016-17 2017-18 2018-19

attending theBoard andCommittee meetings. Non-Executive Directors were fees paidsitting for Executive Director of theCompany. There were nopecuniary transactions anywith Non- basis Special resolution for issueConvertible Warrants to Non-Promoter(s)/Non-Promoter Groupof theCompany onpreferential Special resolution for issueConvertible Warrants to Promoter(s)/Promoter Groupof theCompany onpreferential basis: Location(s) Bidar –585403,Karnataka. Plot No.78/A, Kolhar Industrial Area, Bidar –585403,Karnataka. Plot No.78/A, Kolhar Industrial Area, Bidar –585403,Karnataka. Plot No.78/A, Kolhar Industrial Area, 3,25,000 Sitting fees (Amount inC) September 29,2017 September 27,2018 September 30,2019 Meeting(s) Date company demisedon30.11.2020. Prof. Bhagvanth Rao Mamidpalli IndependentDirector of the independent Director on14.02.2020. 19.12.2019 &Dr.Hari Gopal Jamalapuram appointed asan Note: Non Executive Director Mr.Subhash Varalwar, Independent Director Dr.Hari Gopal Jamalapuram, * Independent Director Mrs.Umanath Varahabhotla, Mr.Nixon Patel, *Independent Director Name of theDirector * Mr.Nixon Patel, hasresigned from theBoard on 11.30 AM 11.30 AM 11.30 AM Time No. of specialresolution(s) set out at the AGM 2 1 3 1,75,000 25,000 3,00,000 50,000 Sitting fees

93 Annual Report 2019-20 94 VIVIMED LABS LIMITED Resolution) Resolution.1: To issueConvertible Warrants to Promoter(s)/Promoter Group of theCompany onpreferential basis(Special The details of voting pattern for postalballot are given below: (Special Resolution) Resolution.2: To issueConvertible Warrants to Non-Promoter(s)/Non-Promoter Group of theCompany onPreferential basis Share Transfer Agents. Your Company also anoticepublishes in the newspapers declaring the details of completion of dispatch sentto members inelectronic formto the emailaddresses registered with thedepository participants /Company’s Registrar & members whose namesappear ontheRegister of Membersof /list beneficiaries –off asoncut date. The postalballot notice is Your Company dispatches thepostalballotnotices andforms along with postage prepaid businessreply envelopes to its ballot or through e-voting. CDSL for theofpurpose providing e-voting facility to all its members. The members have theoption to vote either by physical thereunder, your Company provided electronic voting (e-voting) facility to allitsmembers. The Company engages theservices of In compliance Sectionswith 108, 110 and other provisions applicable of theCompanies Act, 2013 read with theRules issued Procedure for Postal Ballot: a fair andtransparent manner. Shri.N.V.S.S.S.Rao, Practicing Company Secretary was appointed astheScrutinizer for thepostalballot carryingout process in period of five years (Special Resolution) Resolution.1: Appointmentof Dr.Jamalapuram Harigopal asaDirector andalsoanIndependent Director of theCompany for a The details of voting pattern for postalballot are given below: five years 1. Appointment of Dr.Jamalapuram Harigopal asaDirector and alsoanIndependent Director of theCompany for aperiodof On 29.03.2020: a fair andtransparent manner. Shri.N.V.S.S.S.Rao, Practicing Company Secretary was appointed astheScrutinizer for thepostalballot carryingout process in No. ofNo. Total No. ofNo. Total Votes Cast Votes Cast No. ofNo. Total 14402261 16731620 Votes Cast 16731720 Votes in Cast Votes in Cast “Favour” of “Favour” of Number of Number of 14217379 15925409 Votes in Cast resolution resolution “Favour” of Number of 15925509 resolution votes in cast votes in cast number of number of number ofnumber votes % of% Total % of% Total cast inFavourcast Favour Favour 98.72 95.18 % of% Total 95.18 “Against” the “Against” the Number of Number of resolution resolution votes cast votes cast 184882 804261 “Against” the Number of resolution votes cast 804261 number of number of votes cast votes cast % of total % of total number of votes cast Against Against % of total Against 1.28 4.81 4.81 Total number of votes declared Total number Total number declared declared of votes of votes invalid invalid invalid 1950 1950 0 invalid votes invalid votes invalid votes number of number of % of total % of total number of % of total 0.01 0.01 0 i) DISCLOSURES passed, if approved by requisite majority. date on which theresolution would bedeemedto have been The date of declaration of results of Postal Ballotshall be and Registrar & Transfer Agents. com), besidesbeingcommunicated to theStock Exchanges displayed onthe website of your Company (www.vivimedlabs. / authorized officials of your Company. The results are voting by postalballot are thenannounced by theChairman completion of scrutiny andtheconsolidated results of the The Scrutinizer submitshisreportto theChairman,after the hours onthelastdate of e-voting. mode are requested to vote before thecloseof business period. Members desiringto exercise their votes by electronic to asto reach theScrutinizer before thecloseof the voting are requested to return theforms, duly completed andsigned – off date. Members desiringto vote through physical ballot your Company inthenamesof theshareholders asonthecut Voting rights are reckoned on the paid up value of shares of the Rules issuedthereunder. and other requirements under theCompanies Act,2013 and Company’s website www.vivimedlabs.com Related Party Transaction policy isplaced onthe in theCompany. Promoter Group which hold(s) 10% or more shareholding anywith person or entity belongingto thePromoter/ The Company has not entered into any transaction notes to accounts. transactions relatedwith parties are disclosed in the Listing Regulations andtheaccounting standard 18, interests. In compliance regulationwith 53(f) of the basis, andare intended to further theCompany’s party transactions are negotiated onanarmslength before committee theaudit for review. All related form of transactions relatedwith partiesisplaced Company’s interests at large. Statement insummary which couldhave potential conflict the with no materially significant related party transactions, During the year endedMarch 31,2020,there were Related Party Transactions v) iv) iii) ii) risk assessment andtimely rectificationalso helps but geography. In addition,theabove facilitates notonly in dependenton aparticular product,customer or tois carriedout ensure theCompany isnot overly place which isreviewed periodically. Risk management The Company hasaRisk ManagementProcedure in Board Disclosures -Risk Management Company website www.vivimedlabs.com. Whistle Blower Policy of theCompany isplaced onthe AuditCommittee. under review, noemployee was deniedaccess to the the Chairmanof the AuditCommittee. During the year Committee /theChairmanandinexceptional casesto Employees may alsoreport to themember of the Audit to theheadof theDepartmentby theemployees. Conduct. The reportable matters may bedisclosed of laws applicable andregulations andtheCode of which theemployees are free to report violations has a Vigil mechanismand Whistle blower policy under reporting illegalor unethical behaviour. The Company in place andhasput business activities amechanismfor The Company promotes ethical behaviour inallits Whistle Blower policy provisions of the Act. Sec 133of Companies Act,2013 andother relevant Accounting Standard) Rules, 2015notified under Standards (Ind AS) as per the Companies (Indian prepared inaccordance Indianwith Accounting The financialstatements of theCompany have been Disclosure of Accounting Treatment March 2019to theStock Exchanges. -Submission of financialresults for theQuarter ended SEBI, except towards penalty of Rs10,000/- for Late imposed ontheCompany by theStock Exchanges or held on27.09.2018)};nopenaltiesor strictures were for theFinancial Yeardeclared 2017-2018 at AGM on delayed dividend paymentis pending(Dividend on allmatters related to markets capital {except interest Stock Exchanges, SEBIandother statutory authorities The Company complied therequirementswith of the Details of non-Compliance etc.

95 Annual Report 2019-20 96 VIVIMED LABS LIMITED viii) vii) vi) by theBoard at themeeting heldon25.07.2020. reviewed by the AuditCommittee andtaken onrecord Corporate Governance Report. The certificate hasbeen the ListingRegulations andthesameforms partof this in regulation 17(8)read Partwith Bof Schedule IIof to theBoard regarding compliance of matters specified (Due to demiseof CFO on June 25,2020)have certified The Managing Director andtheChief Executive Officer MD andCEO certification Director isgiven in Annexure to thisreport. this effect signed by Mr.Santosh Varalwar, Managing of Conduct asat March 31,2020. A declaration to Company have affirmed compliance theCodewith Directors andSenior ManagementPersonnel of the The members of theBoard including Independent code hasbeenposted onthe website of theCompany. Directors andtheSenior Management Personnel. The The Company haslaiddown a“Code of Conduct” for the Code of Conduct companies periodically. The Company monitors performance of subsidiary companies in the best interest of their stakeholders. respective Boards having therights andto manage such All subsidiary companies are Board managed theirwith Subsidiary Companies Monitoring Framework Chemicals Ltd (xi)Soneas Research Ltd. UQUIFA Sciences Ltd (MASCARENE) (x)Soneas Limited, UK&(viii) Uquifa Mexico S.A.deC.V. (ix) Farmaceutica S.A.U., Spain, (vii) Holliday International Limited, (v) Vivimed LabsSpain, (vi) S.L. Union Quimico (iii) Vivimed Holdings Limited (iv) Vivimed Labs UK Labs USA, Inc.,(ii)Vivimed Labs Mauritius Limited has 11foreign subsidiariesnamely, (i) Vivimed Indian subsidiary company. However, theCompany The Company doesnot have any material un-listed Subsidiary Companies business operations. operational, financialandcompliance riskacross all in minimization of riskassociated anywith strategic, xiii) xii) xi) x) ix) No Sl. 4 3 2 1

Financial Year endedMarch 31,2020: of theCompany onaConsolidated basisduringthe Chartered Accountant,Associates,Statutory Auditors Given below are the details of fees paidto M/s.PCN& Details of fees paidto thestatutory auditors of theCompany duringthe year under review. not accepted the recommendation of the Committees There incidencehas been no such where the Board has Recommendationsof theCommitteesof theCompany 2020 (Except ESOPs). placement duringthefinancial year ended March 31, preferential allotment or qualifiedinstitutions The Company hasnot raised any through funds preferential etc. issues Proceedsfrom rights publicissues, and issues statutory authority isenclosedto thisreport. by SEBIor Ministry of Corporate Affairs or any such being appointed or continuing asDirectors of Company Company have beendebarred or disqualified from stating thatnone of theDirectors ontheBoard of the A certificate from aCompany Secretary inPractice Certificate from aCompany Secretary inPractice attached to thisReport. under Regulation 34of Regulations, theListing is conditions of Corporate Governance, asstipulated Suryanarayana Rao, confirming compliance with Certificate from Practicing Company Secretary, NVSS Compliance Certificate of thePCS Reimbursement of expenses Fees paidfor other services the Company Fees paidfor Limited review of Auditof theCompany Statutory Auditfees paidfor Payments to theStatutory Auditors (excluding taxes) Total during this year.during notpaid any fee The Company has Fees K paidin Lakhs - xviii) xvii) xvi) xv) xiv) No Sl. 3 2 1

website of theCompany www.vivimedlabs.com. Related Party Transactions. The policy is placed on the Board of Directors hasadopted apolicy to determine In terms of regulation 23of theListingRegulations, the Related Party Transactions Policy vivimedlabs.com. policy isplaced onthe website of theCompany www. regard to determination of Material Subsidiaries. The the Board of Directors hasadopted apolicy with In terms of regulation 16of theListingRegulations, Policy onMaterial Subsidiaries Company www.vivimedlabs.com. Independent Directors are placed onthe website of the Details of thefamiliarization programmes imparted to environment, businessstrategy andrisksinvolved. performance updates of theCompany, globalbusiness Board andBoard Committee Meetings, onbusinessand and practices. Periodic presentations are madeatthe them to familiarise theCompany’swith procedures documents, reports andinternal to policies enable The Board members are provided necessarywith Familiarisation programmes for Board Members requirements AuditCommittee hasbeenadopted from discretionary Listing Regulations. Reporting of Internal Auditors to the requirements of Corporate Governance asper SEBI The Company has complied with all the mandatory and adoption of Discretionary Requirements Detailsof compliance with mandatory requirements resolved duringthe year under review. The below are thedetails of complaints received/ Redressal)2013: Act, Women at Workplace (Prevention, Prohibition and Disclosures inrelation to theSexual Harassment of March 31,2020 Number of casespendingason the year during Number of Complaints disposedoff harassment received duringthe year Number of complaints onSexual Particulars Not Applicable Not Applicable No. NIL xxi) xx) xix) website www.vivimedlabs.com. Samyutka Karnataka newspapers and are displayed on in‘Financialpublished Express and Karnataka editionof Quarterly results: The Company’s quarterly results are MEANS OF COMMUNICATION 46(2)(b) to (i) Regulations

regulation 46are asfollows: 17 to 27 and clauses(b) to (i) of sub-regulation (2) of Governance requirements specifiedinregulation The Disclosures of thecompliance with Corporate Company. hencehedging activities, sameare not toapplicable the Business andhasalsonotundertaken any commodity The Company isnotcarrying onany Commodity activities Commodity Price Risks andCommodity Hedging the Company’s Shares. the code of conduct for prohibition of Insider Trading in Trading) Regulations, 2015,Company hasformulated In accordance therequirementswith of SEBI(Insider Prevention of Insider Trading 20 19 18 17 27 26 25 24 23 22 21 Committee Stakeholders Relationship Remuneration Committee Nomination and AuditCommittee Board of Directors Website Governance requirements Other Corporate management to Directors andsenior respectObligations with to Independent Directors respectObligations with listed entity respect to subsidiary of requirements with Corporate Governance Transactions Related party Vigil Mechanism Committee Risk Management Particular of Regulations Compliance Sta- tus Yes/No/N.A N.A Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

97 Annual Report 2019-20 98 VIVIMED LABS LIMITED Listing Centre. releases, amongothers are alsofiledelectronically onthe shareholding pattern, corporate governance report, media designed for corporates. All periodical compliance filingslike Centre’): BSE’s ListingCentre isa web-based application CorporateBSE ComplianceCentreListing & (the ‘Listing others are filedelectronically onNEAPS. pattern, corporate governance report, mediareleases, among corporates. All periodicalcompliance filingslike shareholding The isa NEAPS web-based application designedby for NSE NSE Electronic Application Processing System (NEAPS): in itsopinionare material andof relevance to themembers. allprice(NSE) sensitive matters or other such matters which Limited (BSE)andNational Stock Exchange of India limited Disclosuresto Stock Exchanges: The Company informs BSE are material andof relevance to themembers. sensitive matters or other such matters which initsopinion and National Stock Exchange of India limited allprice (NSE) to Stock Exchanges: The Company informs BSELimited (BSE) reporton MDA formsof part theannualreport.Disclosures Management Discussion and Analysis(MDA) Report: The circulated to members andothers entitled thereto. governance reportand other importantinformation is statement, Director’s report, auditor’s report, corporate audited standalonefinancialstatement, consolidated financial Annual Report: The annualreportcontaining, inter alia, downloadable form. Annual Report is also available in a user-friendly and where shareholder’s information isavailable. The Company’s contains aseparate dedicated section‘Investor Relations’ Website:Company’s The website www.vivimedlabs.com com. ontheCompany’salso uploaded website www.vivimedlabs. presentations madeandtranscripts of are theearningscall audited annualfinancialresults through earningscall. The analysts ontheCompany’s unaudited quarterly as well as presentations are madeto investors institutional andfinancial Presentationsto institutionalinvestors /analysts: Detailed com. Exchanges andare displayed on website www.Vivimedlabs. news releases andofficial media releases are sentto Stock News releases, presentations, amongothers: Official Trading Symbol – VIVIMEDLAB Bandra (E),Mumbai 400051 Exchange Plaza, Bandra-Kurla Complex, National Stock Exchange of India Limited (NSE) Scrip Code – 532660 Dalal Street, Mumbai 400001 PhirozeJeejeebhoy Towers, BSE Limited (Bombay Stock Exchange) Equity Shares Listing onStock Exchanges The Company hasnot declared any dividend duringthe year. Dividend Payment inclusive) December 25,2020to December 30,2020(both days Date of Book Closure April 1to March 31 Financial year For details pleaserefer to theNotice of this AGM. thereas such isnorequirement to have a venue for the AGM. OAVMpursuant to theMCA Circular dated May 5,2020and Venue : The Company isconducting meeting through VC / Time :3.00p.m. : Date 32nd Annual General Meeting L02411KA1988PLC009465 Company by theMinistry of Corporate Affairs (MCA)is The Corporate Identification Number (CIN) allotted to the The Company isregistered intheState of Karnatak, India. Company Registration Details GENERAL SHAREHOLDERINFORMATION Dedicated e-mailID:[email protected] and itscurrent status. online viewing by investors of actionstaken onthecomplaint Action Taken Reports (ATRs) by concerned companies and are: Centralised database of allcomplaints, of onlineupload complaints redress system. The salient features of thissystem complaints are processed in a centralised web-based SEBI Complaints RedressSystem investor (SCORES): The December 30,2020 are asunder: The monthly high and low prices and volumes of your Company’s shares at BSE and NSE for the year ended 31st March, 2020 Market Price Data Sensex (ii)NSE vis-à-vis themovement of Nifty the NSE for the year 2019-20(basedonmonth end closing): The Chartsbelow shows thecomparison of your Company’s share price movement on(i)BSE vis-à-vis themovement of theBSE Performance incomparison to broad-based Indices shares onBSEandNSE. Note: Source: BSEandNSE website consideration of quarterly financialresults for thefinancial The tentative dates of meeting of Board of Directors for 2021: Tentative calendar for financial year ending 31stMarch by theCompany to NSDL andCDSL. Annual Custody fee for thefinancial year 2020-21 was paid Payment of Depository Fees by theCompany to BSEandpayment ispendingfor NSE. Annual listingfee for thefinancial year 2020-21hasbeenpaid Payment of ListingFees May 19 May Nov 19 Nov Aug 19 Dec 19 Mar 20 Month Sep 19 Oct 19 Apr 19 Feb 20 Jun 19 Jan 20 Jul 19 High andlow are inCper traded share. Volume isthetotal monthly volume of trade (innumbers) in Vivimed LabsLimited’s High (K) 27.40 23.80 21.65 17.30 18.40 19.00 15.90 15.85 13.93 14.45 12.75 11.48 Low ( Low 23.40 19.35 13.95 11.20 13.75 14.65 12.65 12.10 10.30 12.10 8.94 6.50 BSE K) (No. of Shares) 11,75,575 10,46,024 10,33,036 6,57,013 4,37,563 7,35,435 2,74,664 4,82,741 1,84,195 3,03,364 4,22,812 7,97,940 Volume 2019 2020 year ending31stMarch, 2021are asfollows: and Annual Fourth Quarter Nine Months Third Quarter and Half Yearlyand Second Quarter First Quarter Results High (K) 27.30 24.00 21.75 17.25 18.50 18.90 15.90 15.90 13.85 14.50 12.90 11.45 Around Last Week of May, 2021 2021 Around Second Week of February, 2020 (Due to COVID-19) Held inSecond Week of November (Due to COVID-19) Held inlast Week of August, 2020 Tentative Dates Low ( Low 23.35 19.30 13.70 13.10 13.85 14.50 12.60 11.85 10.15 12.05 8.95 6.20 NSE K) (No. of Shares) 35,34,163 26,75,846 52,77,178 32,72,727 19,42,385 18,98,337 16,79,629 23,68,183 25,70,778 46,25,455 31,45,810 35,95,279 Volume

99 Annual Report 2019-20 100 VIVIMED LABS LIMITED 10,000.00 12,000.00 14,000.00 2,000.00 4,000.00 6,000.00 8,000.00 10,000.00 15,000.00 20,000.00 25,000.00 30,000.00 35,000.00 40,000.00 45,000.00 5,000.00 0.00 0.00 Apr-19 Apr-19 May-19 May-19 Jun-19 Jun-19 Jul-19 Jul-19 Share Price VS Sensex Vivimed Vivimed Aug-19 Aug-19 Share price vs Nifty Sep-19 Sep-19 Oct-19 Oct-19 Sensex Sensex Nov-19 Nov-19 Dec-19 Dec-19 Jan-20 Jan-20 Feb-20 Feb-20 Mar-20 Mar-20 0.00 5.00 10.00 15.00 20.00 25.00 30.00 0.00 5.00 10.00 15.00 20.00 25.00 Shareholding Pattern ason31stMarch, 2020: Distribution of shareholding of shares of your Company ason31stMarch, 2020isasfollows: Distribution of Shareholding etc., to thedesignated officials of your Company. shares or requests for deletion of nameof theshareholder, authority to approve thetransfer of shares, transmission of The Board of Directors of your Company have delegated the complete inallrespects. the stipulated subjecttotime, documents being valid and and share certificates duly endorsed are returned within Private Limited. The shares lodged for transfer are processed physical mode are carried out by M/s.Aarthi Consultants The share transfer in activities respect of the shares in Share TransferSystem website: www.aarthiconultants.com Email :[email protected]; Fax :040-27632184 Phone :040-27638111/27634445 Domalguda,1-2-285, Hyderabad, India –500029 Aarthi Consultants Private Limited (for Shares heldinboth Physical andDemat mode) Registrar &Share Transfer Agents: (A) (b) (a) Sl No Sl 8 7 6 5 4 3 2 1

Individuals/Hindu Undivided Family Shareholding of Promoter andPromoter Group Bodies Corporate Total Shareholding of Promoter andPromoter Group (A) 40001-50000 30001-40000 20001-30000 10001-20000 00 - 100000 - 50001 5001-10000 1-5000 001 Above & 100001 Category Total: Category of Shareholder(s) Holders 30638 28363 1156 130 186 557 80 67 99 Holders Percentage 100.00 92.57 0.42 0.26 0.22 0.32 0.61 1.82 3.77 are andBSE intheNSE uploaded websites for public view. dematerialised shares held NSDLwith andCDSL. The reports number of shares inphysical form andthetotal number of thatthe total capital paid-up was inagreement thetotalwith issued andlisted capital. The secretarialreport audit confirms Depository Services (India) Limited (CDSL) and the total Securities Depositoryand theCentral Limited (NSDL) to reconcile thetotal admitted capital theNationalwith A qualifiedpracticing Company Secretaryaudit carriedout Reconciliation of Share Capital BSE&NSE. with beinginforce)the time andfilesacopy of thesaidcertificate (including any statutory modification(s) or re-enactment(s) for Secretary inPractice asrequired under ListingRegulations obtains a half-yearly compliance certificate from a Company from to time aspertime Listing Regulations. Your Company requests, etc., are placed before the Board of Directors A summary of approved transfers, transmissions, deletion Shares 82913915 53796266 11789656 3219334 1523020 1803964 2297603 4178844 4305228 Shares @ Total Number of 165827830 107592532 Amount 23579312 2,71,89,927 1,48,77,927 1,23,12,000 6438668 3046040 3607928 4595206 8357688 8610456 K.2/- each Amount Percentage no. of shares % of total 17.94 32.79 14.85 64.88 14.22 3.88 1.84 2.18 2.77 5.04 5.19 100

101 Annual Report 2019-20 102 VIVIMED LABS LIMITED Category-wise shareholding asonMarch 31,2020: (B) (1) (2) (h) (d) (b) (d) (b) (g) (e) (a) (a) (c) (c) (f) (i) Central Government/ State Government(s)/ President of India Sub-Total (B)(1) Others Foreign Portfolio Investors Trust Total (A)+(B) Total PublicShareholding (B)=(B)(1)+(B)(2)+(B)(3) Sub total(B)(3) RepatriableNon – Non-Resident(NRI) Indian Sub-Total (B)(2) Financial Institutions/ Banks Mutual Funds/ UTI Institutions Public shareholding Foreign National -FN Clearing Member Corporate Bodies -Foreign Bodies NBFCs Registered RBI with Non-Resident Indian- Repatriable (NRI) (i) Individual shareholders holdingnominalshareto up capital C2lakh Individuals Bodies Corporate Non-Institutions Category of Shareholder(s) (ii) Individual shareholders holdingnominalshare inexcess capital of C2lakh Non-institutions 63.54% Government Institutions 3.55% Promoter &Promoter Group 8,29,13,915 5,57,23,988 5,26,78,885 2,45,72,042 29,48,973 29,48,923 13,69,840 91,50,685 33,85,694 63,78,867 69,09,752 7,26,012 1,81,993 96,130 96,130 4,000 50 - - - - 0.12% 32.79% 67.21 63.53 11.04 29.64 3.55 3.55 0.12 0.88 0.12 0.00 0.22 1.65 4.08 7.69 0.00 8.33 100 - - - - DETAILS OF YOUR COMPANY’S DEMATERIALIZED SHARES AS ON31ST MARCH, 2020: 1. PHARMA DIVISION PLANT LOCATIONS State -Karnataka 1. Plot No. 78/A, Kolhar Industrial Area, Bidar –585403, SPECIALTY CHEMICALSDIVISION PLANT LOCATIONS AS ON31.03.2020: each ason31stMarch, 2020. employee stock options convertible into equity shares of C.2/- Your Company has25,00,000(Twenty lakhs) outstanding Instruments their and onequity: impact Outstanding GDRs /ADRs/ Warrants /Convertible to theCompany’s shares isINE526G01021. International Securities Identification Number (ISIN)allotted in electronic form. Under thedepository system, the Stock Exchange of India Limited andtheBSELimited The Company’s shares are regularly traded ontheNational Limited. information, pleasecontact M/s.Aarthi Consultants Private dematerialized form. For any clarification, assistance or of the various benefits of dealinginsecuritieselectronic/ requested to dematerialize their shares atand availthe earliest Shareholders who continue to holdshares inphysical form are Dematerialization of shares BREAK UPBREAK OF SHARESINPHYSICAL AND DEMAT FORM AS ON31ST MARCH, 2020: TOTAL CDSL NSDL - Demat segment Physical segment Particulars

Hyderabad –500055,State – Telangana & 128,PhaseD-125 III, Jeedimetla Industrial Estate, Number of shares 81225705 No. of Shares @ 82913915 28003144 53222561 1688210 - Fax :040-27632184, Email :[email protected] Phone :040-27638111/27634445 Hyderabad, India –500029 Domalguda1-2-285, M/s.Aarthi Consultants Private Limited correspondence may please beaddressed at: For any queriesrelating to theshares of your Company, Address for Correspondence: 2. 1. R&D CENTERS 7. 6. 5. 4. 3. 2. .2/- each K.2/- each

IDA, Nacharam, Hyderabad –500076State – Telangana H.No:A-1/ABC, Main Road, Opp:Surana WiresLtd. Pvt. Hyderabad -500076,State – Telangana R&D Centre, Plot No: 181,Sy. No. 121/P, IDA Mallapur, Goregaon Mumbai East -63,State –Maharatra 130, Shanta Indl. Estate,Floor, 1st IBPatel Road,, Uttarakhand, Kishlay, Kashipur, Uttarkhand 110001,State – 500055, State – Telangana PlotNo: 8,Phase V,IDA Jeedimetla ,Hydearabad, Uttarakhand, IndustrialD-9, Area, Haridwar –249401,State – Nagar –244713,State –Uttarakhand, PlotNo. 25,Kundeshwari Village, Kashipur, Udham Singh Bollaram, Medak –502325,State – Telangana Plot No 44A &41&44B Anrich Industrial estate, % of total shares 97.9639 % of Shares 33.77376 64.19014 2.03610 100.00

103 Annual Report 2019-20 104 VIVIMED LABS LIMITED dividend intimations etc., by email. Physical copies are sent Report, Auditors Report, Audited Financial Statements, General Meeting, Corporate Governance Report,Directors an initiaitve of sending documents like notice calling Annual As partof theGreen Initiative process, theCompany hastaken Green Initiative intheCorporate Governance Fax: +912222721919 Tel.: +912222721233 Dalal Street, Mumbai -400001,Maharashtra, India PhirozeJeejeebhoy Towers BSE Limited Fax: +912226598120 Tel.: +912226598100 Bandra (East), Mumbai -400051,Maharashtra, India Bandra Kurla Complex, Exhange Plaza, Plot No. C/1,GBlock, National Stock Exchange of India Fax: +912226449019-22 Tel.: +912226449000 Bandra (East), Mumbai 400051,Maharashtra, India Plot No. C4-A,GBlock, Bandra Kurla Complex ExchangeSecurities and Board of India Addresses of Regulatory Authority/ Stock Exchanges: Transfer Agent. while corresponding theCompanywith anditsRegistrar & ClientID, address, e-mail telephone numberaddress andfull Shareholders are requested to quote their folio no. / DP ID & Website: www.vivimedlabs.com [email protected] E-mail: Fax:6699 91-40-6608 Tel:6608 91-40-6608 Banjara Hills, Hyderabad, India –500034 Corporate Off:North End, Road No.2, (CIN: L02411KA1988PLC009465) Vivimed LabsLimited Company Secretary &Compliance Officer Yugandhar Kopparthi Company: to beacceptedat thefollowingCorporate Office of the For thebenefit of shareholders, documents will continue Date: 04.12.2020 Place: Hyderabad year ended31stMarch, 2020. and Senior Management Personnel inrespect of thefinancial have complied theCodewith of Conduct for Board Members and Senior Management Personnel, affirmation(s) that they the Company hasobtained from allthemembers of the Board I hereby confirm that: Declaration of Compliance with theCode of Conduct financial year ended31stMarch, 2020 Annexure to Reporton Corporate Governance for the We have noequity shares Unclaimed Suspense Account’ which remains unclaimed theCompany.with website (www.vivimedlabs.com), theinformation ondividend Companies)with Rules, 2012,theCompany hasplaced onits Information regarding Unpaid andUnclaimed amounts lying of Investor Education andProtection Fund (Uploading of transfer of thesaidamounts to theIEPF. As per theprovisions that they claimthedividend(s) from theCompany before and Protection FundMembers (IEPF). are requested to ensure account is required to be transferred to the Investor Education seven years from thedate of transfer to theunpaiddividend of dividendremaining unclaimedor unpaidfor aperiodof Sections 205A,205Cof theCompanies Act, 1956theamount In terms of Section 123of theCompanies Act, 2013and Protection Fund: Transfer of unclaimeddividendto Investor Education and they wish to receive theabove documents inpaper mode. documents inelectronic form or inform theCompany incase concerned Depository to enabletheCompany to sendthe to register their emailid Registrarwith and Transfer Agent / and for the bounced-mail cases. Shareholders are requested registered thedepositorieswith /Registrar and Transfer Agent only to thoseshareholders whose emailaddresses are not Managing Director Santosh Varalwar Sd/- Date: 14.07.2020 Place: Hyderabad any, of themanagement or anemployee having asignificant role intheinternal control system over financialreporting. to thefinancialstatements; andinstances of significantfraud of which they have become aware andtheinvolvement therein, if during the year; significant changes inaccounting duringthe policies year andthat thesamehave beendisclosedinthenotes We have indicated to the Auditors andthe AuditCommittee significant changes ininternal control over financialreporting have taken or propose to take to rectify thesedeficiencies. Committee, deficiencies inthedesignor operation of internal such controls, if any, of which they are aware andthesteps they effectiveness of internal control systems pertainingto financialreporting andhave disclosedto theauditors andthe Audit We accept responsibility for establishingandmaintaining internal controls for financialreporting andhave evaluated the are fraudulent, illegalor violative of theCompany’s Code of Conduct. regulations; certify that, toof thebest our knowledge andbelief, notransactions entered into duringthe year by theCompany a trueandfair view of theCompany’s affairs andare incompliance with existing accounting standards, applicablelaws and untrue statementor any omit material factor contain statements thatmight bemisleading;thesestatements together present ended 31stMarch, 2020andthat to thebest of our knowledge andbelief: thesestatements donot contain any materially We hereby certify that onthebasisof thereview of thefinancialstatements andthecashflow statement for thefinancial year Vivimed LabsLimited The Board of Directors MANAGING DIRECTOR AND CHIEF EXECUTIVE CERTIFICATION OFFICER (Santosh Varalwar) Managing Director Sd/-

(Ramesh Krishnamurthy) Chief Executive Officer

105 Annual Report 2019-20 106 VIVIMED LABS LIMITED Securities andExchange Board of India, Ministry of Corporate Affairs or any other such Statutory Authority: March,on 31st 2020have beendebarred or disqualifiedfrom beingappointed or continuing asDirectors of Companies by the officers, we hereby certify thatnone of theDirectors ontheBoard of theCompany asstated below for theFinancial Year ending status(DIN) atthe portal www.mca.gov.in) asconsidered necessary andexplanations furnishedto usby theCompany andits In my opinionandto thebestof our information andaccording to the verifications (includingDirector Identification Number (Listing Obligations andDisclosure Requirements) Regulations, 2015. in accordance Regulationwith 34(3)read Schedulewith V Para-Csub clause(10)(i)of theSecurities Exchange Board of India – 585403,Karnataka State, India (the Company), produced before by us theCompany for thepurposeof issuing thisCertificate, Limited havingL02411KA1988PLC009465 CIN: andhaving itsRegistered Office at Plot No.78-A, Kolhar Industrial Area, Bidar I, have examined therelevantregisters, records, forms, returns anddisclosures received from theDirectors of M/s. Vivimed Labs Bidar –585403,Karnataka. Plot No.78-A, Kolhar Industrial Area, Vivimed LabsLimited The Members, To Date: 24.11.2020 Place: Hyderabad, conducted theaffairs of theCompany. assurance asto thefuture viability of theCompany nor of theefficiency or effectiveness with which themanagement has of theCompany. Our responsibility isto express anopiniononthesebasedour verification. This certificate isneither an Ensuring theeligibility for theappointment/continuity of every Director ontheBoard istheresponsibility of themanagement S.No 7 6 5 4 3 2 1 Name of theDirector Umanath Varahabhotla Gopal JamalapuramHari Bhagvanth Rao Mamidpalli Subhash Varalwar Sandeep Varalwar RaoManohar Varalwar Santosh Varalwar (pursuant to Regulation 34(3)andSchedule V Para Cclause(10)(i)of theSEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015) CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS Sd- Non-Executive Director Independent Director Independent Director Independent Director Whole-time director Whole-time director Managing director Designation NVSS SURYANARAYANA RAO Company Secretary inpractice UDIN: A005868B001296388 00054789 01682951 00059815 06539204 08687353 00117862 00054763 DIN No. ACS No.5868 CP NO.2886 Restrictions onUse 9 8 Opinion 7 6 5 4 PCS Responsibility 3 Management responsibility 2 1 This certificate isissuedinaccordance thetermswith of our engagement letter dated 14November 2019. The Members of Vivimed LabsLimited To,

effectiveness with which theManagement hasconducted theaffairs of theCompany. We state that compliance such isneither an assurance asto the future viability of the Company nor the efficiency or V of theListingRegulations, asapplicable. in Regulations 17to 27,Clauses(b) to (i)ofregulation sub- (2)of Regulation 46 andparagraphsand Eof C,D theSchedule by theManagement, we certify thatthe Company hascomplied theconditionswith of Corporate Governance asspecified In our opinionandtoof thebest our information andaccording to theexplanations given to usandrepresentations made Engagements. for Firms thatPerform Audits andReviews of Historical Financial Information, andOther Assurance andRelated Services We have complied therelevantwith requirements applicable of theStandard onQuality Control (SQC)1,Quality Control by theInstitute of Company secretaries of India. secretaries of India. The Guidance Note requires that we comply theethicalwith requirements of theCode of Ethics issued We conducted our examination inaccordance theGuidancewith Note onCertificates issuedby theInstitute of Company for ensuringthecompliance of theconditions of theCorporate Governance. the ListingRegulations. Our examination was limited to procedures andimplementation thereof, adopted by theCompany to 31March 2020asper Regulations 17-27,Clauses(b) to (i)of Regulation 46(2)andparagraphs C,DandEof Schedule V of We have examined thecompliance of theconditions of Corporate Governance by theCompany for theperiod1 April 2019 2020. the with above saidcompliances of the conditions of the Corporate Governance for the period 1 April 2019 to 31 March Pursuant to therequirements of theListingRegulations, our responsibility isto certify whether theCompany has complied Corporate Governance report anappropriate andapplying basisof preparation. includes thedesign,implementationand maintenance of internal control relevant to thepreparation andpresentation of the C, DandEof Schedule V of theListingRegulations for theperiod1 April 2019to 31March 2020. This responsibility conditions of corporate governance asstipulated inregulation 17-27,Clauses(b) to (i)of Regulation 46(2)andparagraphs maintenance of allits relevant records supporting anddocuments. The Management isalsoresponsible for compliance with The preparation of theCorporate Governance Reportis theresponsibility of theManagement of theCompany along with the period 1 April 2019to 31March 2020. Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) for the per Regulations 17-27,Clauses(b) to (i)of Regulation 46(2)andparagraphs C,DandEof Schedule V of theSecurities and Vivimed LabsLimited (‘theCompany’) requires practicing Company Secretary (PCS)certificate oncorporate governance as CERTIFICATE ONCOMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

107 Annual Report 2019-20 108 VIVIMED LABS LIMITED Date: 24.11.2020 Place: Hyderabad, 10

our prior consent in writing. or to any other person to whom thiscertificate isshown or into whose handsitmay come save where expressly agreed by be suitablefor any other purpose. Accordingly, we donot accept or any assume liability or duty of care for any other purpose paragraphs C,DandEof Schedule V of theListingRegulations for theperiod1 April 2019to 31March 2020andmay not This certificate isissuedsolely for of thepurpose complying regulationwith 17-27,Clauses(b) to (i)of Regulation 46(2)and Sd- NVSS SURYANARAYANA RAO Company Secretary inpractice UDIN: A005868B001296454 ACS No.5868 CP NO.2886 The Regulations, specific whose provisions andthecirculars/ guidelinesissuedthereunder, have beenexamined, include:- I, N.V.S.S.Suryanarayana Rao, Practicing Company Secretary (ACS No.5868 &CP No.2886) have examined: Bidar –585403,Karnataka 78/A, Kolhar Industrial Area, Vivimed LabsLimited The Members To (g) (f) (e) (d) (c) (b) (a) (b) (a) for the year ended31stMarch, 2020(“Review Period”) inrespect of compliance with theprovisions of : (d) (c) (b) (a) Regulations,2013; ;(Not to applicable theCompany duringthereview period) Securities andExchange Board of India (Issue andListingof Non- Convertible andRedeemable Preference Shares) Company duringthereview period) Securities andExchange Board of India (Issue andListingof Debt Securities) Regulations, 2008;;(Not applicableto the Securities andExchange Board of India (Share Based Employee Benefits) Regulations, 2014; during thereview period) Securities andExchange Board of India (Buyback of Securities) Regulations, 2018;;(Not applicableto theCompany Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; to theCompany duringthereview period) Securities andExchange Board of India (Issue of andDisclosure Capital Requirements) Regulations, 2018;(Not applicable Securities andExchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015; issued thereunder by theSecurities andExchange Board of India (“SEBI”); the Securities Contracts (Regulation) Act,1956 (“SCRA”), rulesmadethereunder andtheRegulations, circulars, guidelines the Securities andExchange Board of India Act, 1992(“SEBI Act”) andthe any other document/ filing,asmay berelevant, which hasbeenrelied to upon make thiscertification, website of thelisted entity, the filings/submissionsmadeby thelisted entity to thestock exchanges, entity”), all thedocuments andrecords madeavailable to usandexplanation provided by Vivimed LabsLtd (“thelisted Secretarial compliance report of LtdVivimed Labs (Pursuant to SEBI-CIR/CFD/CMD/1/27/2019 Dated February 08,2019) (CIN: L02411KA1988PLC009465) for the year March, ended31st 2020

109 Annual Report 2019-20 110 VIVIMED LABS LIMITED The listed entity hastaken thefollowing actionsto comply theobservationswith madeinprevious reports: Date: 20.05.2020 Place: Hyderabad, No. No. Sr. Sr. Sr. Sr. Sr.No (c) (b) (a) (h) various circulars) under theaforesaid Acts/ Regulations andcirculars/ guidelinesissuedthereunder: either by SEBIor by Stock Exchanges (includingunder theStandard Operating Procedures issuedby through SEBI The following are thedetails of actionstaken againstthelisted entity/ itspromoters/ directors/ material subsidiaries issued thereunder insofar asitappears from my/our examination of thoserecords. The listed entity hasmaintained proper records under theprovisions of theabove Regulations andcirculars/ guidelines except inrespect of matters specifiedbelow:- The listed entity has complied with theprovisions of the above Regulations and circulars/ guidelinesissuedthereunder, examination, I/We hereby report that, duringtheReview Period: Securities andExchange Board of India (Prohibition of Insider Trading) Regulations, 2015;andbasedontheabove Secretary intheprevious Practicing Company Observations of the Action taken by Compliance Requirement (Regulations/ circulars / reports guidelines including specific clause)guidelines includingspecific Details of violation Observations inthesecretarial made compliance report for the year (The years are to mentioned) be Details of taken action E.g.fines, warning letter, debarment, etc. ended… NONE NONE NONE Deviations Actions taken by the listed entity, Observations/ Remarks of thePracticing if any Practicing Company Secretary, if any. UDIN number A005868B000275302 UDIN Observations/ remarks of the Company Secretary NVSS SURYANARAYANA RAO Company Secretary inpractice taken by thelisted entity Secretary ontheactions Practicing Company Comments of the ACS No.5868 CP NO.2886 Sd/- Report Independent Auditor’s for the year endedonthat date. comprehensive income, changes inequity anditscashflows of theCompany as at March 31, 2020, the loss and total principles generally accepted inIndia, of thestate of affairs Rules, 2015, asamended,(“IndAS”) andother accounting Actread theCompanieswith (Indian Accounting Standards) Accounting Standards prescribed under section133of the and give atrueandfair view in conformity theIndianwith Companies Act, 2013(“the Act”) inthemanner sorequired financial statements give theinformation required by the to the explanations given to us, the aforesaid standalone In our opinion and to the best of our information andaccording financial statements”). information (hereinafter referred to as“thestandalone of thesignificant accounting andother policies explanatory of CashFlows for the year endedonthat date, andasummary Statementof Changes inEquity andtheStandalone Statement (including Other Comprehensive Income), theStandalone 31, 2020,theStandalone Statement of Profitand Loss which Comprises theStandalone Balance Sheetas at March statements ofLIMITED (“theCompany”), VIVIMEDLABS We have audited theaccompanying standalonefinancial OPINION Report onthe Audit of theStandalone FinancialStatements TO OFTHE MEMBERS VIVIMED LABSLIMITED these matters. opinion thereon, and we do not provide a separate opinion on standalone financialstatements asa whole, andinforming our matters were addressed in the context of our audit of the standalone financialstatements of thecurrentperiod. These judgment, were ofsignificance most inourof audit the Keymatters audit are thosematters that,in our professional KEY AUDITMATTERS standalone financialstatements. and appropriate to provide a basis for our audit opinionon the believe thatevidence theaudit we have obtained issufficient these requirementswith andtheICAI’s Code of Ethics. We have our fulfilled other ethical responsibilities inaccordance provisions of the Act andtheRules madethere under, and we ourof audit thestandalonefinancialstatements under the the independencewith requirements thatare relevantto Institute of Chartered Accountants of India (ICAI)together Company inaccordance theCodewith of Ethics issuedby the Statements sectionof our report. We are independent of the Responsibilities for the Auditof theStandalone Financial under thoseStandards are further describedinthe Auditor’s under section143(10)of the Act (SAs). Our responsibilities in accordance with theStandards on Auditing specified We conducted ourof audit the standalone financialstatements BASIS FOR OPINION

111 Annual Report 2019-20 112 VIVIMED LABS LIMITED statements or our knowledge obtained duringthecourse of is materially inconsistent the standalonefinancial with and, indoingso,consider whether theother information statements, our responsibility isto read theother information In connection with ourof audit thestandalonefinancial of assurance conclusion thereon. cover theother information and we donotexpress any form Our opiniononthestandalonefinancialstatements doesnot report thereon. include thestandalonefinancialstatements andour auditor’s Governance andShareholder’s Information,does not but to Board’s Report, Business Responsibility Report, Corporate Discussion and Analysis, Board’s Reportincluding Annexure comprises theinformation includedintheManagement preparation of theother information. The other information The Company’s Board of Directors isresponsible for the STATEMENTS ANDAUDITOR’SREPORT THEREON INFORMATION OTHER THAN THE STANDALONE FINANCIAL We have determined thematters describedbelow to bethekey auditmatters to becommunicated inour report: position the Company’simpact reported profitand balance sheet Accordingly, unexpected adverse outcomes couldsignificantly claims. likelihood of andmagnitude anunfavorable outcome onthe estimates madeby management reflect indetermining the These provisions are basedonjudgements andaccounting are subjectto significant Management judgment. estimates of theamounts of provisions or contingent liabilities subsidiaries. The amountof litigation may besignificantand to Income Tax, BGs, LCs andcorporate guarantee to its Major risksidentified by theCompany inthatarea related The Company is subject to number of significant litigations. statements. statements andnote 32to thestandalonefinancial Refer note 2.5of thebasisof preparation of financial Contingent litigation and Liabilities Matters Key auditmatters • • • • • Corroborating management’s assessment by: measurement of provisions towards litigation andclaims; effectiveness of controls inrespect of therecognition and We evaluating thedesignandtesting theoperating Ourprocedures audit includedthefollowing: How thematter was addressed inour audit this regard. are required to reportthat fact. We have nothing to reportin there isamaterial misstatementof thisother information; we If, basedonthe work we have performed, we conclude that ouror audit otherwise appears to bematerially misstated. the Actfor safeguarding theassets of the Company and accounting records in accordance the with provisions of This responsibility alsoincludes maintenance of adequate and other accounting principlesgenerally accepted inIndia. and cashflows of the Company inaccordance theIndwith AS performance, total comprehensive income, changes in equity give atrueandfair view of thefinancialposition, the preparation of thesestandalonefinancialstatements that matters stated insection134(5)of the Act respectwith to The Company’s Board of Directors isresponsible for the FINANCIAL STATEMENTS MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE

standalone financialstatements evaluating adequacy of disclosures given inNote 32to indicative of management bias;and recorded duringthe year to determine if they were evaluating significant adjustments to legalprovisions management; relevant and/or evaluating legalopinionsobtained by the obtaining confirmations from internal legalcounsel where open litigation; verifying correspondence, orders in respect andappeals of Company; making enquiries thein-houselegal counselwith of the • throughoutthe audit. We also: professional judgmentand maintain professional skepticism As partofin accordance anaudit SAs,with we exercise financial statements. decisions of users taken onthebasisof thesestandalone could reasonably beexpected to influence theeconomic considered material if, individually or intheaggregate, they exists. Misstatements canarisefrom fraudor error andare SAswith alwayswill detecta material misstatement when it is notbut aguarantee thatconducted an audit inaccordance opinion. Reasonable assurance isahighlevel of assurance, or error, andto issueanauditor’s reportthat includes our are free from material misstatement, whether dueto fraud whether thestandalonefinancialstatements asa whole Our objectives are to obtain reasonable assurance about STANDALONE FINANCIAL STATEMENTS AUDITOR’S RESPONSIBILITIESFOR THE AUDIT OF THE Company’s financialreporting process. The Board of Directors isresponsible for overseeing the tobut doso. Company or to cease operations, or hasnorealistic alternative accounting unlessmanagementeither intends to liquidate the to going concern andusingthegoing concern basisof as agoing concern, matters disclosing,asapplicable, related is responsible for assessing the Company’s ability to continue In preparing thestandalonefinancialstatements, management whether dueto fraud or error. a trueandfair view andare free from material misstatement, presentation of thestandalonefinancialstatements that give the accounting records, relevantto thepreparation and effectively for ensuringtheaccuracy andcompleteness of adequate internal financialcontrols, that were operating prudent; anddesign,implementation andmaintenance of making judgments andestimates that are reasonable and selection andapplication of appropriate accounting policies; for preventing anddetecting frauds andother irregularities; the standalonefinancialstatements, whether dueto fraud Identify and assess the risks of material misstatement of influenced. We consider quantitative materiality andqualitative knowledgeable user of the financial statements may be it probable that theeconomic decisionsof areasonably financial statements that, individually or inaggregate, makes Materiality is the magnitude of misstatements in the standalone achieves fair presentation. the underlyingtransactions andevents inamanner that and whether thestandalonefinancialstatements represent the standalonefinancialstatements, includingthedisclosures, Evaluate theoverall presentation, structure andcontent of • • • Company to cease to continue asagoing concern. report. However, future events or conditions may cause the evidenceaudit obtainedto up thedate of our auditor’s modify our opinion. Our conclusions are based on the statements or, if disclosures such are inadequate, to reportto therelated disclosures inthestandalonefinancial exists, we are required to draw attention inour auditor’s a going concern. If we conclude thata material uncertainty significantdoubt on theCompany’s ability to continue as exists related to events or conditions that my cast evidenceaudit obtained, whether amaterial uncertainty the going concern basis of accounting and,basedonthe Conclude ontheappropriateness of management’s useof disclosures madeby management. and thereasonableness of accounting estimates andrelated Evaluate theappropriateness of accounting used policies effectiveness of controls. such internal financialcontrols system inplace andtheoperating our opinion on whether the Company has adequate 143(3)(i) of the Act, we are alsoresponsible for expressing that are appropriate inthecircumstances. Under section relevanttoin order theaudit toprocedures designaudit Obtain anunderstanding of internal financialcontrols misrepresentations, or theoverride of internal control. fraud may involve collusion, forgery, intentional omissions, from fraud ishigher thanfor oneresulting from error, as risk of notdetecting amaterial misstatement resulting and appropriate to provide abasisfor our opinion. The to those risks, and obtain audit evidence that is sufficient or error, designandperform procedures audit responsive

113 Annual Report 2019-20 114 VIVIMED LABS LIMITED 1. REQUIREMENTS REPORT ONOTHER LEGAL AND REGULATORY communication. expected to outweigh interestthe public benefits of such the adverse consequences of doing so would reasonably be matternot should be communicated inour reportbecause when, inextremely rare circumstances, we determine thata or regulation precludes disclosure public the matter about or We describethesematters inour auditor’s report unlesslaw of thecurrentperiod andare therefore thekeymatters. audit significanceof intheaudit thestandalonefinancialstatements governance, we determine thosematters that were of most From thematters communicated thosechargedwith with where related applicable, safeguards. reasonably bethought to bear onour independence, and them allrelationshipswith andother matters thatmay requirements regarding independence, andto communicate statementthat we have complied relevantwith ethical We alsoprovide thosecharged governancewith a with during our audit. any significant deficiencies ininternal control that we identify oftiming and significant theaudit findings, including audit regarding, amongother matters, theplannedscope and We communicate thosechargedwith governancewith of any identified misstatements inthefinancialstatements. evaluating theresults of our work; and(ii)to evaluate theeffect factors in:(i)planningthescope of our audit work andin c) b) a) audit we report that: As required by Section 143(3)of the Act,based onour including Other Comprehensive Income, Statement The Balance Sheet, theStatementof Profitand Loss appears from our examination of thosebooks. by law have beenkept by theCompany sofar asit In our opinion, proper books of account as required belief were necessary for of thepurposes our audit. explanations which toof thebest our knowledge and We have soughtand obtained alltheinformation and h) In our opinionandto thebestof our information and g) f) e) d) relevant booksof account. dealt bywith thisReport are inagreement the with of Changes inEquity andtheStatement of CashFlow i. to us: information andaccording to theexplanations given amended inour opinionandto thebestof our the Companies (Auditand Auditors) Rules, 2014,as the Auditor’s Report inaccordance Rulewith 11of With respectto theother matters to beincludedin section 197of the Act. during the year isinaccordance theprovisionswith of remuneration paidby theCompany to itsdirectors according to the explanations given to us, the amended: requirements of section197(16)of the Act,as in the Auditor’s Report inaccordance the with With respect to theother matters to beincluded financial controls over financialreporting. and operating effectiveness of theCompany’s internal expresses anunmodifiedopinionontheadequacy to our separate Reportin “Annexure A”. Our report and theoperating effectiveness of controls, such refer controls over financialreporting of theCompany With respect to theadequacy of theinternal financial the Act. appointed asadirector interms of Section 164(2)of is disqualifiedasonMarch 31,2020from being record by theBoard of Directors, noneof thedirectors from thedirectors asonMarch 31,2020taken on On thebasisof the written representations received Companies (Accounts) Rules, 2014. Section 133of the Act, read with Rule 7of the statements comply theIndASwith specifiedunder In our opinion,theaforesaid standalonefinancial are disclosedinnotes to thefinancialstatements. have impactonitsstandalone financialpositions The Company haspendinglitigations which would 2. For For

Date: 25-07-2020 Place: Hyderabad Section 143(11) of the Act, we As required by theCompanies (Auditor’s Report)Order, 2016(“theOrder”) issuedby theCentral Government interms of iii. ii. Fund by theCompany. There hasbeennodelay intransferring amounts, required to betransferred, to theInvestor Education andProtection foreseeable losses,if any, onlong-term contracts includingderivative contracts. The Company has made provision, as required under lawthe applicable or accounting standards, for material

give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order. UDIN: 20203605AAAADR4833 Chartered Accountants P CN&Associates K Gopala Krishna FRN :016016S M.No: 203605 Partner Sd/-

115 Annual Report 2019-20 116 VIVIMED LABS LIMITED based onour audit. We conducted ourin accordance audit financial controls over financialreporting of theCompany Our responsibility isto express anopinionontheinternal AUDITOR’S RESPONSIBILITY Companies Act,2013. the preparation of reliable financialinformation, asrequired under and completeness of theaccounting records, andthetimely prevention anddetection of frauds anderrors, theaccuracy company’s the policies, safeguarding of its assets, the conductof itsbusiness,includingadherence to respective operating effectively for ensuringtheorderly andefficient maintenance of adequate internal financialcontrols that were These responsibilities includethedesign,implementation and issued by theInstitute of Chartered Accountants of India. Auditof Internal Financial Controls over Financial Reporting components of internal control stated in the Guidance Note on established by theCompany considering the essential based ontheinternal control over financialreporting criteria establishing andmaintaining internal financialcontrols The Board of Directors of theCompany isresponsible for FINANCIAL CONTROLS MANAGEMENT’S RESPONSIBILITY FOR INTERNAL ended onthat date. standalone financialstatements of theCompany for the year of March 31,2020inconjunction ourwith of audit the reporting of (“theCompany”) LABSLIMITED VIVIMED as We have audited theinternal financialcontrols over financial ACT, 2013(“THE ACT”) COMPANIES THE OF 143 SECTION OF OF 3 (I) SUB-SECTION CLAUSE UNDER REPORTING FINANCIAL OVER REPORT ON THE INTERNAL FINANCIAL CONTROLS VIVIMEDLABSLIMITEDofof even date (Referred to inparagraph 1(f) under ‘Reporton Other Legal andRegulatory Requirements’ sectionof our report to theMembers Report Independent Auditor’s Annexure “A” to the is aprocess designed to provide reasonable assurance A company’s internal financialcontrol over financialreporting FINANCIAL REPORTING MEANING OF INTERNAL FINANCIAL CONTROLS OVER reporting of theCompany. opinion on the internal financial controls system over financial sufficient andappropriate to provide abasisfor our audit We believe thatevidence theaudit we have obtained is whether dueto fraud or error. the risksof material misstatementof thefinancialstatements, depend on the auditor’s judgment, including the assessment of control basedontheassessedrisk. The procedures selected evaluating thedesignandoperating effectiveness of internal the riskthata material weakness exists, andtesting and internal financialcontrols over financialreporting, assessing financial reporting includedobtaining anunderstanding of effectiveness. Ourof audit internal financialcontrols over controls system over financialreporting andtheir operating evidence about the adequacy of the internal financial Our auditinvolves performing procedures to obtain audit controls operated effectively inallmaterial respects. financial reporting was establishedandmaintained andif such about whether adequate internal financialcontrols over plan andperformto theaudit obtain reasonable assurance Note require that we comply ethicalwith requirements and internal financialcontrols. Those Standards andtheGuidance Companies Act , 2013 , to theextent to applicable an auditof on Auditing prescribed under Section 143(10)of the Institute of Chartered Accountantsof India andtheStandards Over Financial Reporting (the “Guidance Note”) issuedby the theGuidancewith Note on Auditof Internal Financial Controls periods are subject to the risk that the internal financial control internal financialcontrols over financialreporting to future not bedetected. Also, projections of any evaluation of the material misstatements dueto error or fraud may occur and of collusion or improper management override of controls, controls over financialreporting, includingthepossibility Because of theinherentlimitations of internal financial OVER FINANCIAL REPORTING LIMITATIONS OF INTERNAL FINANCIAL CONTROLS effect onthefinancialstatements. disposition of thecompany’s assets thatcould have amaterial or timely detection of unauthorized acquisition, use, or and (3)provide reasonable assurance regarding prevention authorizations of management anddirectors of thecompany; of thecompany are beingmadeonly inaccordance with accounting principles, and that receipts and expenditures of financialstatements inaccordance generallywith accepted transactions are recorded as necessary to permit preparation assets of thecompany; (2)provide reasonable assurance that and fairly reflect the transactions and dispositions of the maintenance of records that,in reasonable detail, accurately includes thosepoliciesandprocedures that (1)pertainto the company’s internal financialcontrol over financialreporting accordance generallywith accepted accounting principles. A preparation of financialstatements for external in purposes regarding thereliability of financialreporting and the Date: 25-07-2020 Place: Hyderabad Partner issued by theInstitute of Chartered Accountants of India. Auditof Internal Financial Controls Over Financial Reporting components of internal control stated in the Guidance Note on criteria establishedby theCompany considering theessential 2020, basedontheinternal control over financialreporting financial reporting were operating effectively asat March 31, financial reporting internal andsuch financialcontrols over respects, anadequate internal financialcontrols system over the explanations given to us,theCompany has, in allmaterial In our opinion,to thebestof our information andaccording to OPINION orthe policies procedures may deteriorate. changes in conditions, or that thedegree of compliance with over financialreporting may become inadequate becauseof

UDIN: 20203605AAAADR4833 UDIN: Chartered Accountants For For P CN&Associates K Gopala Krishna FRN : 016016S FRN M.No: 203605 Sd/-

117 Annual Report 2019-20 118 VIVIMED LABS LIMITED iii. ii. i. VIVIMEDLABSLIMITEDofof even date (Referred to inparagraph 2under ‘Reporton Other Legal andRegulatory Requirements’ sectionof our report to theMembers Report Independent Auditor’s Annexure “B” to the (b) (a) the Companies Act,2013, inrespect of which: covered intheregister maintained under section189of the Company hasgranted unsecured loansto corporate, According theinformation andexplanations given to us, verification. year andnomaterial discrepancies were noticed onsuch at reasonable intervals by themanagement duringthe The physical verification of inventory hasbeenconducted (c) (b) (a) In respect of theCompany’s fixed assets:

interest have beenregular asper stipulations. repayments or receipts of principalamounts and payment of interest has beenstipulated and The schedule of repayment of principal and the Company’s interest. are, inour opinion,primafacie, notprejudicial to The terms andconditions of thegrantof loans such properties, they are heldinthenameof thecompany. on theexamination of thetitledeedsof immovable given to us,therecords examined by usandbased According to the information and explanations were noticed onsuch verification. explanations given to us,nomaterial discrepancies during the year. According to theinformation and assets were physically verified by themanagement of itsassets. Pursuant to theprogram, certain fixed regard to the size of the Company and the nature manner which, inour opinion,isreasonable having cover alltheitems of fixed assets inaphased The Company hasaprogram of verification to details andsituation of fixed assets. showingparticulars, full includingquantitative The Company hasmaintained proper records vii. vi. v. iv. (a) us, inrespect of statutory dues: According to theinformation andexplanations given to complete. a with view to determine whether they are accurate or however, madeadetailed examination of therecords records have beenmadeandmaintained. We have not, opinion that, primafacie, theprescribed accounts and section 148of theCompanies Act 2013, andare of the records hasbeenspecifiedunder (1)of thesub-section central governmentof India, themaintenance of cost products where, pursuant to therulesmade by the records maintained by thecompany inrespect of We have broadly verified thebooks of accounts and of theOrder are not to applicable theCompany. 31, 2020andtherefore, theprovisions of theclause(v) and doesnothave any unclaimeddepositsasatMarch The Company has not accepted deposits during the year providing guarantees andsecurities. in respect of grant of loans,makinginvestments and the provisionswith of Sections 185and186of the Act explanations given to us,theCompany hascomplied In our opinionandaccording to theinformation and (c) authorities. statutory to duesapplicable it theappropriatewith Tax, Customs Duty, Cess and other material Dividend distribution Tax, Goods andService Fund, Employees’ State Insurance, Income Tax, undisputed statutory dues, including Provident The Company isnotregular indepositing as at the year-end. There isnooverdue amountremaining outstanding ix. viii. (c) (b) Company. clause 3(ix)of the Order isnot to applicable the instruments) or term loansandhence reporting under offerpublic or further offer public (includingdebt The Company hasnotraised moneys by way of initial The Company hasnot issuedany debentures. bank hasbecome NPA duringtheprevious financial year. amountof `3,45,72,750/- And loanaccount with EXIM of the repayment of principalloanto EXIMBank anamount explanations given to us,theCompany hasdefaulted in In our opinionandaccording to theinformation and `2,50,00,000/- andinterest &penalinterest an are given below: accountof any dispute exceptIncome Tax which have notbeen deposited asatMarch 31,2020on Goods andService Tax andCustoms Duty which examined by us,there are noduesof Income Tax, to usandbasedontherecords of thecompany According to the information and explanation given are given below: months from thedate they becamepayable which atMarch 31,2020for aperiodof more thansix of DividendTDS, Distribution Tax inarrears as There were undisputed amounts payable inrespect No. No S. 2 1 3 6 5 4 S. 2 1 Tax,1961 Income Tax,1961 Income Tax,1961 Income Tax,1961 Income Tax,1961 Income Tax,1961 Income TDS Interest ondelayed payment Dividend Distribution Tax & Nature 2007 AY 2006- 2007 AY 2006- 2008 AY 2007- 2015 AY 2014- 2013 AY 2012- 2012 AY 2011- Nature Period Amount inK 4,02,68,920 1,88,92,271 73,96,750 7,06,057 7,61,020 Nil Amount inK 2,01,66,625 1,16,27,202 matter is pending Forum where CIT(A) CIT(A) ITAT ITAT ITAT ITAT the xvi. xv. xiv. xiii. xii. xi. x. Date: 25-07-2020 Place: Hyderabad Partner section 45-IA of theReserve Bank of India Act, 1934. The Company isnot required to beregistered under 2013 are not to applicable theCompany. hence provisions of section192 of the Companies Act, its Directors or persons connected to itsdirectors and has notentered into any transactions non-cash with explanations given to us,duringthe year, theCompany In our opinionandaccording to theinformation and toapplicable theCompany. hence reporting under clause3(xiv) of theOrder isnot or fully or partly paidconvertible debentures and preferential allotmentor private placementof shares During the year, theCompany hasnot madeany as required by accounting theapplicable standards. been disclosed in the standalone financial statements parties andthedetails of related party transactions have where for applicable, alltransactions therelatedwith Sectionwith 177and188of theCompanies Act, 2013 explanations given to us,theCompany isincompliance In our opinionandaccording to theinformation and toapplicable theCompany. reporting under clause3(xii)of theOrder isnot The Company isnota Nidhi Company andhence section 197read Schedulewith V to the Act. the requisite approvals mandated by theprovisions of provided managerial remuneration in accordance with explanations given to us,theCompany haspaid/ In our opinionandaccording to theinformation and the year.during its officers or employees hasbeennoticed or reported the Company or nomaterial fraud ontheCompany by information andexplanations given to us,nofraudby To thebestof our knowledge andaccording to the

UDIN: 20203605AAAADR4833 UDIN: Chartered Accountants For For P CN&Associates K Gopala Krishna FRN : 016016S FRN M.No: 203605 Sd/-

119 Annual Report 2019-20 120 VIVIMED LABS LIMITED as at 31March 2020 Standalone BalanceSheet K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached The accompanying notes are an integral partof thestandalonefinancialstatements. Summary of significant accounting policies Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner Total equity andliabilities Total liabilities Provisions Other current liabilities Other financialliabilities Current taxliabilities Trade payables Borrowings Financial Liabilities Current liabilities Provisions Other noncurrent liabilities Deferred taxliabilities,net Other financialliabilities Borrowings Financial Liabilities Non-current liabilities Total equity Other equity Equity share capital Equity Equity andLiabilities Total assets Other current assets Current taxassets Loans Bank balances other thancashandequivalents Cash andcashequivalents Trade receivables Financial assets Inventories Current assets Investments Financial assets Other intangible assets Goodwill Capital work-in-progress Property, plant andequipment Non-current assets Assets

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 3 Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar 19 (A) 18 (A) 16 (A) 19 (B) 18 (B) 16 (B) 15(A) 15(B) Note 9 (A) 9 (B) 21 20 17 14 13 12 11 10 8 7 6 5 4

31March 2020 10,673.19 10,673.19 1,877.38 1,252.60 5,373.07 1,152.73 2,633.71 5,134.29 3,015.06 2,119.23 3,136.00 5,538.90 5,536.34 5,136.85 189.63 617.64 308.22 676.04 165.83 100.70 641.63 110.88 896.69 875.01 259.03 169.14 697.67 14.43 38.43 66.45 85.71 As at As 7.76 Sd/- M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Whole -Time Director Manohar RaoManohar Varalwar - 31 March 2019 11,545.58 11,545.58 2,141.26 1,244.95 5,561.16 1,245.21 1,018.86 2,824.47 5,819.37 3,385.23 2,434.14 3,356.37 5,726.21 6,221.44 5,324.14 351.01 532.34 352.85 897.10 165.05 199.09 684.23 241.58 875.31 281.52 169.14 641.80 95.38 97.99 98.72 As at 7.77 8.00 -

K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached The accompanying notes are an integral partof thestandalonefinancialstatements. Summary of significant accounting policies for the year ended31March 2020 Standalone Statement ofProfit andLoss Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner Revenue from operations Income Other income Cost of materials consumed Expenses Total income Employee benefitexpenses Changes ininventories and work-in-progress Other operating expenses Depreciation andamortisation expense Finance costs Other expenses Diluted Basic Earnings per equity share (nominal value of2) inINR INR Total comprehensive income for the year Other comprehensive income for the year, net of tax Income-tax effect Re-measurement gains/(losses) ondefined benefitplan Items that will not bereclassified to profitor loss: Other comprehensive income Profit for the year Total taxexpense Deferred tax Current tax Tax expenses Profit before tax Total expense

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 3 Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar Note 22 23 24 26 25 27 28 29 30 39 31 31 31

31 March 2020 Year ended 2,766.06 1,551.68 2,831.41 3,038.81 (180.88) (191.70) (207.40) 318.67 319.32 165.68 429.99 302.15 (10.82) (48.68) (10.82) (15.70) (15.70) 65.35 (2.24) (2.31) Sd/- Whole -Time Director M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Manohar RaoManohar Varalwar - - 31 March 2019 Year ended 2,518.08 1,277.04 2,603.43 2,552.12 (474.04) 378.75 302.20 182.59 524.03 361.55 (10.55) (20.93) 85.35 10.38 63.97 61.86 51.31 (3.14) 1.03 0.72 0.75 2.11

121 Annual Report 2019-20 122 VIVIMED LABS LIMITED b. Other equity a. Equity Share Capital for the year ended31March 2020 Standalone Statement ofChangesinEquity K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached The accompanying notes are anintegral partof thestandalonefinancialstatements. Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner Balanceof as 31March 2020 the year Equity shares issuedduring Particulars net of tax gains/ (losses) ondefined , Other comprehensive income Other comprehensive income Balance asat March 31,2020 Changes inequity share duringthe capital year Balance asat March 31,2019 Ind AS Adjusntment (including taxondividend) Dividend paid during the year Profitfor the year Balanceof as 31March 2019

Securities 1,775.18 1,766.60 premium 8.58 - reserve Capital Capital 8.57 8.57 Reserves Surplus and - Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar General 167.80 167.80 reserve - - Revaluation

380.00 380.00 reserve No. of shares - - 8,29,13,915 8,25,23,915 3,90,000 3,041.52 3,238.19 Retained (191.70) earnings (10.82) (5.85) Sd/- M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Whole -Time Director Manohar RaoManohar Varalwar 5,373.07 5,561.16 (191.70) Amount 165.83 165.05 (1.65) (3.32) 0.78 8.58 Total -

K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached The accompanying notes are an integral partof thestandalonefinancialstatements. Summary of significant accounting policies for the year ended31March 2020 Standalone Statement ofCashFlows Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner Net cashprovided by financingactivities Interest paid Proceeds from/(repayment of) short-term borrowings, net Proceeds from/(repayment of) long-term borrowings, net Dividend paid Net cashusedininvesting activities Interest received (finance income) Investments madeduringthe year (including capital work inprogress), net Proceeds fromsale/ (Purchase of) property, plantand equipment and intangibles II. Cashflows from investing activities Net cashgenerated from/(used in) operating activities Income taxes paid Cash generated from operations Provisions Other liabilities Other financialliabilities Trade payables Adjustment for (increase)/decrease inoperating liabilities Other assets -current Loans -current Inventories Trade receivables Adjustment for (increase)/decrease inoperating assets Changes in working capital: Operating profit before working capitalchanges Finance costs (includingfair value change infinancialinstruments) Finance income (includingfair value change infinancialinstruments) Amortisation of intangible assets Depreciation of tangibleassets Adjustments to reconcile profit before taxto net cashflows: Profit before tax I. Cashflows from operating activities Net increase incashandequivalents (I+II+III) Share issueproceeds III. Cashflows from financingactivities - incurrent accounts Balances with banks: Cash onhand Cash andcashequivalents comprise: Note: Cash andcashequivalents at theendof the year (refer note below) Cash andcashequivalents at thebeginningof the year

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 3 Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar

31 March 2020 Year ended (914.15) (130.71) (429.99) (263.88) (221.06) (207.40) 190.76 122.17 429.99 135.54 108.47 750.24 810.54 388.27 110.88 110.88 241.59 (60.30) (42.51) (31.55) (44.63) 32.90 92.95 92.48 42.60 30.14 33.20 0.30 0.78 2.41 Sd/- Whole -Time Director M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Manohar RaoManohar Varalwar - - - 31 March 2019 Year ended (1,232.28) 1,083.03 (524.03) (445.78) (262.47) (160.14) (336.00) (102.12) (262.61) 119.00 100.93 657.85 524.03 151.39 643.35 239.22 820.42 679.48 561.66 149.80 241.59 241.59 (67.00) (78.45) 78.45 18.17 12.72 31.20 51.31 91.79 2.37 - -

123 Annual Report 2019-20 124 VIVIMED LABS LIMITED 2.3 2.2 2.1 2 1 for the year ended31March 2020 Notes to Standalone financialstatements of financialposition: except for the following material items in the statement the historical cost convention andonanaccrual basis, These financialstatements have beenprepared on Basis of measurement data, unlessotherwise stated. All amounts are inIndian Rupee millionsexcept share the entity operates. currency of theprimary economic environment in which the Company. Functional currency of anentity isthe millions, rupees currencywhich isthefunctional of The financial statements are presented in Indian Functional andpresentation currency the Company’s Board of Directors on July 25,2020. The financialstatements were authorisedfor issueby atthe Company’s annualreporting date, 31March 2020. Indian Accounting Standards (Ind AS) thatare effective Company asgoing concern onthebasisof relevant These financialstatements have beenprepared for the (the ‘Act’) andother relevant provisions of the Act. 2015 notified under Section 133of Companies Act2013 per theCompanies (Indian Accounting Standards) Rules accordance Indianwith Accounting Standards (Ind AS) as The financialstatements have beenprepared in Statement of Compliance Basis of preparation of financialstatements and theBombay Stock Exchange (BSE). Company islisted intheNational Stock Exchange (NSE) and Retail Branded Formulation manufacturing. The Finished Dosage Formulation, Specialty Chemicals Business of Active Pharmaceuticals Ingredients, CDMO at Bidar, India. The Company is primarily engaged in the Company incorporated inIndia, having itsregistered office Vivimed LabsLimited (‘theCompany’) isaPublic Limited General Information

2.4 d) c) b) a) the following criteria: A liability isclassifiedascurrent when itsatisfies any of Liabilities: d) c) b) a) the following criteria: An assetis classifiedascurrent satisfieswhen it any of Assets: III to theCompanies Act, 2013. operating cycle andother criteria set outintheSchedule current or non-current asper theCompany’s normal All theassets andliabilitieshave beenclassifiedas Operating cycle • • •

to defer settlement of the liability for at leasttwelve the Company doesnot have anunconditional right reporting date; or is due toit besettled twelvewithin months after the it isheldprimarily for of thepurpose beingtraded; operating cycle; it isexpected to besettled intheCompany’s normal at leasttwelve months after thereporting date. from beingexchanged or usedto settle aliability for is cashorit cashequivalentis restrictedunless it after thereporting date; or it isexpected to berealized within twelve months it isheldprimarily for of thepurpose beingtraded; cycle; or consumption in,theCompany’s normaloperating is expectedit to berealized in,or isintended for sale using theeffective interest rate method. long term borrowings are measured atamortized cost the present value of thedefined benefitobligation; assets, gainsand losses,lessactuarial plusactuarial recognized asthenet total of thefair value of plan employee defined benefitassets/(liability) are fair value; certain financial assets and liabilities are measured at forming partof thestandalonefinancialstatments Notes to 2.5 possible are not provided fordisclosed as Contingentbut statements. Loss Contingencies thatare considered estimated loss is recorded as an accrual in financial contingentlosses that are considered probable, an claims by third partiesandother contingencies. For On anongoing basis,Company reviews pendingcases, Provision andcontingent liability amounts recognised inthefinancialstatements: and thatpolicies have significant themost effect on the in theprocess of theCompany’s applying accounting judgementsand critical thatthe management has made The followingare theareas of estimation uncertainty affects both current andfuture periods. period of therevision andfuture periods if therevision revised if therevision affects only that period,or inthe are recognised intheperiod which theestimate is on anon-going basis.Revisions to accounting estimates The estimates and underlying assumptions are reviewed Actual results may differ from theseestimates. other factors thatare considered to berelevant. assumptions are based on historical experience and from other sources. The estimates andassociated assets andliabilitiesthat are not readily apparent and assumptionsthe carryingamounts about of Company are required to make judgements, estimates which are describedinnote 3, themanagementof the In theapplication of theCompany’s accounting policies, estimation uncertainty accountingCritical judgements andkey sources of assets/ liabilitiesare classifiedasnon-current. of non-currentassets/ liabilitiesrespectively. All other Current assets/ thecurrent liabilitiesinclude portion not affect itsclassification. its settlement by theissue of equity instruments do that could, at theoption of the counterparty, result in months after thereporting date. Terms of aliability 2.6 to theentire measurement. value hierarchy asthelowestlevel that input issignificant categorised initsentirety inthesamelevel of thefair fair value hierarchy, thenthefair value measurement is of anassetor aliability fall into differentlevels of the possible. If to used measure the inputs thefair value the Company uses observable market data asfar as When measuringthefair value of anasset or aliability, based onobservable market data (unobservable inputs). – Level for 3:inputs theassetor liability thatare not from prices). either directly (i.e.asprices) or indirectly (i.e.derived Level 1thatare observable for theassetor liability, – Level other2: inputs than quoted prices included in for identical assets or liabilities. – Level 1:quoted prices (unadjusted) inactive markets techniques asfollows: value hierarchyused inthe basedontheinputs valuation Fair values are categorised into different levels inafair both assets financialandnon-financial andliabilities. disclosures require the measurement of fair values, for A number of theCompany’s accounting and policies Measurement of fair values compared to previous year. there isnosignificant change intheusefullives as expected utility of theassets to theCompany. Further, managementassessed that theusefullives representthe assets ateach reporting. As atMarch 31,2020 Management reviews the useful lives of depreciable Useful lives of depreciable assets amounts are received or receivable. recognized untilthe contingency hasbeenresolved and the financialstatements. Gain contingencies are not the likelihood of which isremote are notdisclosed in liabilities inthefinancialstatements. Contingencies

125 Annual Report 2019-20 126 VIVIMED LABS LIMITED 3.1 3 forming partof thestandalonefinancialstatments Notes to • • • • • • receive inexchange of thoseproducts or services. reflectthe consideration which theCompany expects to products or services to customer inanamount that Revenue isrecognised transfer upon of promised the Company isinsignificant. adoption of the standard on the financial statements of Ind AS 115replaces Ind AS 18Revenue. The impactof the whether, how and much when revenue isto berecognised. establishes acomprehensive framework for determining AS 115:Revenue from Contracts with Customers which Effective April 1,2018,theCompany Ind hasapplied Revenue recognition Significant accounting policies during which thechange hasoccurred. fair value hierarchy at theendof thereporting period The Company recognises transfers between levels of the

discounts estimated future cashreceipts through the interest rate applicable, which istherate that exactly to andat theprincipal outstanding theeffective Interest income isaccrued on,timebasis,by reference transaction. on sale/redemption oninvestmenton trade date of value of investmentis recognised asprofitor loss Difference between the sale price and carrying when shareholders approve thedividend. receive theincome isestablished, which isgenerally Dividend income isaccounted for when therightto ultimate collection of therelevant export proceeds where there isnosignificant uncertainty regarding the is establishedinrespectof theexports madeand right to receive credit asper theterms of thescheme Export incentives are recognised as income when the Revenue from thesaleof goods includesexcise duty. of ownership of thegoods soldare transferred. are recognised when allsignificantrisks andrewards amount of discounts, volume rebates and VAT/ GST received or receivable takinginto account the Revenue ismeasured atthe fair value of consideration 3.2 are between apportioned thefinance charge andthe Minimum leasepayments madeunder finance leases the Company’s incremental borrowing rate. imputed finance cost on the liability is recognised using the liability is reduced as payments are made and an to thefair value of theunderlyingasset; subsequently, assetand aliability are recognised atan amount equal impracticable to separate thepayments reliably, thenan If the Company concludes for afinance lease that itis other elements onthebasisof their relative fair values. by thearrangement into thosefor theleaseandthosefor separates apayments andother consideration required of anarrangementthat contains a lease, theCompany is or contains alease. Atinception or onreassessment Company determines whether theabove arrangement Further, at theinception of above arrangement, the expected inflationary cost increases. expected general inflation to compensate for thelessor’s paymentssuch are structured to increase in line the with loss onastraight-line basisover theterm of leaseunless recognised asanexpense inthestatement of profitand Lease payments under operating leaseare generally not recognized inthebalance sheet. substantially alltherisksandreward of ownershipare lower. Assets heldunder leasesthat donot transfer payments at theinception of thelease, whichever is of the asset or present value of the lease minimum finance leases.Such assets are capitalized atfair value all therisksandrewards of ownership are classifiedas Leases under which theCompany substantially assumes classified asoperating leases. rewards of ownership to the lessee. All other leases are terms of theleasetransfer substantially alltherisksand Leases are classifiedasfinance leases whenever the Leases carrying amount oninitialrecognition. expected life of thefinancialassetto thatasset’s net forming partof thestandalonefinancialstatments Notes to 3.5 3.4 3.3 recognized inequity. items recognized directly inequity, in is which caseit statement except to theextent that itrelates to tax. Income tax expense isrecognized intheincome Income taxexpense consists of current anddeferred Taxation regarded asanadjustment to theInterest cost. from foreign currency borrowings to theextentthey are borrowing of andexchange funds difference arising of discounts, ancillary costs incurred inconnection with Borrowing cost includesinterest expense, amortization they are incurred. costs are recognised asanexpense intheperiod which totime getready for itsintended use. All other borrowing is anasset that necessarily takes asubstantial periodof borrowing costs are beingincurred. A asset qualifying such timetheassettill is ready for itsintended useand assetare capitalizedof aspart thecostof asset such acquisition, construction or production of a qualifying Specific borrowing costs thatare attributable to the Borrowing costs loss intheperiod which they arise. differences onmonetary items are recognised inprofitor cost inaforeign currency are not retranslated. Exchange monetary items that are measured interms of historical retranslated at the rates prevailing at that date. Non- monetary items denominated in foreign currencies are transactions. Atthe endof eachreporting period, atthe rates of exchange prevailing atthe dates of the currencyfunctional (foreign currencies) are recognised transactions incurrencies other thanthecompany’s In preparing thefinancialstatements of theCompany, Foreign currencies remaining balance of theliability. to produce a constant periodic rate of interest on the is allocated to eachperiodduringtheleaseterm soas reduction of liability. theoutstanding The finance charge

probable that therelated taxbenefit will berealized. date andare reduced to theextent that itisnolonger Deferred taxassets are reviewed ateach reporting against which thetemporary difference canbeutilized. is probable that future taxableprofits will beavailable A deferred tax asset isrecognized to theextent that it and liabilities will berealized simultaneously. tax liabilitiesandassets onanet basisor their taxassets different taxentities,they but intend to settle current the sametaxauthority onthesametaxableentity, or on and assets, andthey relate to income taxes levied by legally enforceable right to offset current taxliabilities Deferred tax assets and liabilities are offset if there is a enacted or substantively enacted by thereporting date. when they reverse, basedonthelaws thathave been are expected to be toapplied the temporary differences goodwill. Deferred taxismeasured atthe taxrates that differences theinitialrecognition arisingupon of reverse intheforeseeable future; andtaxabletemporary entities to theextent that itisprobable that they will not to investments insubsidiariesandjointly controlled accounting nor taxableprofit; differences relating is not abusinesscombination andthat affects neither recognition of assets or liabilitiesinatransaction that for thefollowing temporary differences: theinitial for taxation Deferred purposes. taxisnot recognized financial reporting and purposes the amounts used the carryingamounts of assets andliabilitiesfor method, providing for temporary differences between Deferred taxisrecognized usingthebalance sheet Deferred tax adjustment to taxpayable inrespect of previous years. substantively enacted atthe reporting date, andany income for the year, using tax rates enacted or Current taxistheexpected taxpayable onthetaxable Current tax

127 Annual Report 2019-20 128 VIVIMED LABS LIMITED 3.7 3.6 forming partof thestandalonefinancialstatments Notes to (major components) of PPE. lives, thenthey are accounted for asseparate items If significant partsof anitem of have PPE different useful the costs are incurred. to theStatement of Profitand Loss intheperiod which operation, asrepairs such andmaintenance, are charged Expenditure incurred after have thePPE into beenput depreciation andaccumulated impairmentlosses, if any. expected costs of decommissioning, lessaccumulated use, includingrelevantborrowing costs and any asset to working condition andlocation for itsintended taxes, andany directly attributable costs of bringingan andnon-refundableincluding importduties purchase The initialcost of comprises PPE itspurchase price, Freehold landisnot depreciated. accumulated depreciation andaccumulated impairment. or administrative arepurposes stated at cost less in theproduction or supply of goods or services, Freehold landandbuildings(property) heldfor use Property, plant andequipment the net profitper share. only if their conversion to equity shares would decrease shares. Potential equity shares are deemedto bedilutive issued ontheconversion of alldilutive potential equity average number of equity shares which couldhave been for derivingbasicearningsper share andthe weighted weighted average number of equity shares considered relating to thedilutive potential equity shares, by the net profit attributable to equity shareholders for the year Diluted earningsper share iscomputed by dividingthe of equity shares during the outstanding year. for theperiodby the weighted average number the netprofit attributable to equity shareholders basic earningsper share iscomputed by dividing per share data (“EPS”) for itsordinary shares. The The Company presents basicanddiluted earnings perEarnings share 3.9 3.8 of deduction/disposal. disposals isprovided onapro-ratato basisup thedate commercial production. Depreciation ondeductions/ in caseof Projects from thedate of commencementof basis from themonth of installation or acquisition and Depreciation onadditionsisprovided onapro-rata lives asprescribed inSchedule IIto the Act. Company depreciates its fixed assets over theuseful separately assessed thelife of major components. The The Company has componentised and has its PPE the Company similar unitsexpected to beobtained from theassetby use by theCompany, or thenumber of production or period over isexpectedwhich PPE to beavailable for estimated residual value. The usefullife of isthe PPE Depreciable amountfor isthecost PPE of lessits PPE assessment. prescribed inSchedule IIto the Actor asper technical provided onastraight-line basisover theusefullives as depreciable amount of over PPE its useful life and is Depreciation is the systematic allocation of the Depreciation Capital Advances under “Other non-current Assets”. at outstanding PPE eachreporting date are disclosedas Advances given towards acquisition or construction of respective onthecompletion PPE of their construction. Work-in-Progress, andthesameisallocated to the or acquisition of isincludedunder PPE) qualifying Capital financing cost related to borrowed for funds construction Expenditure duringconstruction period(including Expenditure duringconstruction period Property, Plant andEquipment. meetthe definition of asspecifiedinInd PPE AS 16– and service equipment are classifiedasPPE when they Material items asspare such parts,stand-by equipment 3.11 3.10 forming partof thestandalonefinancialstatments Notes to 3.12 • • and condition are accounted for asfollows: incurred inbringingeachproductto itspresentlocation “Weighted average” basisandnetrealisable value. Costs Inventories are valued atlower of cost,determined on Inventories expected future cashflows from theasset. maintenance expenditures required to obtain the and known technological advances) andthelevel of economic factors (such asthestability of theindustry effects of obsolescence, demand,competition andother asset isbasedon a number of factors including the The estimated usefullife of an identifiable intangible Amortization for use. a straight-line basis,from thedate that they are available amortized over their respective estimated usefullives on amortization andimpairment.Intangible assets are Intangible assets are stated at cost lessaccumulated Intangible assets amortisation and cash at bankand in hand and short-term deposits with Cash andcashequivalents intheBalance Sheet comprise equivalents andcash Cash

in-trade: Work-in- progressfinished goods (WIP), andstock- materials: Raw materials, storesfuel, & spare parts and packing inventories to their present location andcondition. of conversion andother costs incurred inbringingthe goods and WIP includescostof raw materials, cost Valued atlower of costand NRV. Costof Finished determined onFIFO basis. used, are expected to besoldator above cost.Cost is at cost, if the finished products, in which they will be However, theseitems are considered to be realisable Valued at lower of cost andnet realisable value (NRV). 3.15 3.14 3.13 assets are grouped together intogroup the smallest of generatingFor unit. of thepurpose impairmenttesting, money to and therisksspecific theassetor thecash- reflects current market assessments of thetime value of their present value usingapre-tax discountrate that use, theestimated future cashflows are discounted to and itsfair value lesscosts to sell.In assessing value in unit (as defined below) isthegreater of its value inuse The recoverable amount of an asset or cash-generating exists, thentheasset’s recoverable amount isestimated. any indication of impairment. If any indication such ateach reporting date to determine whether there is assets, inventories anddeferred taxassets are reviewed The carrying amounts of the Company’s non-financial Impairment of nonfinancialassets expected usefullife of theasset. recognised in the statement of profit andloss over the the asset andthegrant are accounted at fair value and Where theCompany receives non-monetary grants, and allattached conditions be compliedwill with. reasonable assurance that thegrant will bereceived Government grants are recognised where there is Government grants cash management. equivalent, asthey form anintegral partof anentity’s Bank overdrafts are classified as part of and cash cash ofand financingactivities theCompany are segregated. payments. The cashflows from operating, investing deferrals or accruals ofor past future cashreceipts or effects of transactions of anon-cashnature andany whereby netprofit before taxisadjusted for the Cash flows are reported usingtheindirectmethod, flowCash statement commitments. are heldfor of thepurpose meeting short-term cash subject to insignificant riskof changes in value and banks that are readily convertible into cash which are

129 Annual Report 2019-20 130 VIVIMED LABS LIMITED forming partof thestandalonefinancialstatments Notes to 3.16 employee state insurance schemesischarged to the The Company’s contributionto provident and fund Defined contribution plans which services are rendered by theemployee. basis of theamount paidor payable for theperiodduring costs assalaries,bonusetc. such isrecognized onthe Short-term employee benefits comprise of employee Short-term employee benefits Employee benefits estimates usedto determine therecoverable amount. and reversed if there hasbeen afavourable change inthe impairmentloss isrecognized intheincome statement, amountof investment itscarryingamount.with An investee ismeasured by comparing therecoverable An impairment lossinrespect of equity accounted investment inanassociate may beimpaired. single asset when there isobjective evidence thatthe investmentin anassociate istested for impairmentas a impairmentseparately. Instead, theentire amountof the not recognized separately, andtherefore isnot tested for the carryingamount of aninvestment inanassociate is loss hadbeenrecognized. Goodwill thatforms of part net of depreciation or amortization, if noimpairment the carryingamount that would have beendetermined, extent that theasset’s carryingamount doesnot exceed amount. An impairment lossisreversed only to the in theestimates usedto determine therecoverable impairmentloss isreversed if there hasbeenachange thatthe losshasdecreased or nolonger exists. An are assessedateach reporting date for any indications amount. Impairment lossesrecognized inprior periods assetor itscash-generatingis lower unit thanitscarrying statement if theestimated recoverable amount of an An impairment lossisrecognized intheincome assets or groups of assets (the “cash-generating unit”). that are largely independent of thecashinflows of other assets that generates cashinflows from continuing use

benefits asaresultof anoffer madeto encourage the normal retirement date, or to provide termination detailed planto either terminate employment before realistic without possibility of withdrawal, to aformal when theCompany isdemonstrably committed, Termination benefits are recognized asanexpense Termination benefits which they arise. to equity inother comprehensive income intheperiod changes assumptions inactuarial are charged or credited and lossesarisingfrom experience adjustments and benefitexpense intheincome statement. Actuarial gains value of planassets. This costis includedinemployee balance of thedefined benefitobligation andthefair is calculated by thediscount applying rate to thenet recognized immediately inincome. The netinterest cost curtailments andsettlements. Past service costs are employee service inthecurrent year, benefitchanges, increase in the defined benefit obligation resulting from statement inemployee benefitexpense, reflects the of the defined benefit plan, recognized in theincome on governmentbonds are used. The currentservice cost there is no deep market in bonds, such the market rates related defined benefitobligation. In countries where have terms to maturity approximating to theterms of the the currency in which thebenefits will bepaid,andthat of high-quality corporate bonds that are denominated in the estimated future cashoutflows usinginterestrates defined benefitobligation isdetermined by discounting advice of qualifiedactuaries. The present value of the the projectedcredit unit method consistent the with other post-employmentbenefits iscalculated using The liability inrespect of defined benefitplans and Defined benefit plans contribution plan. Regional ProvidentFund Commissioner under adefined towards Provident Fund are deposited the with statement of profit andloss. The Company’s contributions forming partof thestandalonefinancialstatments Notes to 3.18 3.17 occurs. income are recognised intheperiod which thechange of economic benefits arise, theassetwill and related continually andif itis virtually certain that aninflow statements. However, contingentassets are assessed Contingent assets are not recognised inthefinancial remote, noprovision or disclosure ismade. respect of which thelikelihood of outflow of resources is there isapossibleobligation or apresent obligation in probably will not, require anoutflow of resources. Where a possibleobligation or apresent obligation that may, but A disclosure for a contingent liability is made when there is Contingent &contingent liabilities assets of isrecognized time asafinance cost. is used,theincrease intheprovision dueto thepassage toand therisksspecific theliability. Where discounting current market assessments of thetime value of money expected future cash flows at a pre-tax rate that reflects is material, provisions are determined by discounting the the obligation. If theeffectof thetime value of money outflow of economic benefits will berequired to settle that canbeestimated reliably, anditisprobable that an Company hasapresent legalor constructive obligation A provision is recognized if, asaresultof event, apast the Provisions (other thanfor employee benefits) and lossintheperiod which they arise. measurements are recognized inthestatementof profit benefitis discounted to determine itspresent value. Re- their service in the current and previous periods. That benefitthat employees have earnedinreturn for long term employee benefits is the amount of future The Company’s net obligation inrespect of other Other long-term employee benefits and thenumber of acceptances canbeestimated reliably. redundancy, itisprobable that theoffer will beaccepted, the Company hasmadeanoffer encouraging voluntary voluntary redundancies are recognized as an expense if voluntary redundancy. Termination benefits for b. a. 3.19 – – at FVTPL: both of thefollowing conditions andisnotdesignated as A financial asset ismeasured at amortised cost if itmeets financial assets. Company changes itsbusinessmodelfor managing their initialrecognition, exceptif andintheperiod Financial assets are notreclassified subsequentto – FVTPL – amortisedcost; measured at On initialrecognition, afinancialassetis classified as Financial assets: Classification andSubsequent measurement directly attributable to itsacquisition or issue. Profit and Loss (FVTPL), transaction costs that are atfair value for plus, anitem notat fair value through A financial assetor financialliability isinitially measured value oninitialrecognition. at fair value through profitor loss,are addedto thefair of financialassets andfinancialliabilitiesthat are not that are directly attributable to the acquisition or issues initially measured attransaction price. Transaction costs recognition, except for trade receivables which are and liabilitiesare recognized atfair value oninitial provisions of theinstrument. All financialassets liabilities when itbecomes aparty to thecontractual The Company recognizes financial assets and financial Recognition andInitial recognition Financial instruments

amount outstanding. payments of principalandintereston theprincipal rise onspecifieddates to cash flows that are solely the contractual terms of thefinancialassetgive flows; and objective isto holdassets to collectcontractual cash the assetis held abusinessmodel within whose

131 Annual Report 2019-20 132 VIVIMED LABS LIMITED forming partof thestandalonefinancialstatments Notes to continuing recognition of theassets. sales for consistent this purpose, theCompany’swith thatdo not qualify for derecognition are notconsidered Transfers of financialassets to third partiesintransactions – – – – the saleof theassets; expected cashoutflows or realising cashflows through financial assets to the duration of any related liabilities or interestrate profile, matching theduration of the contractual interestincome, maintaining aparticular whether management’s strategy focuses onearning the operation of inpractice. thosepolicies These include – thestated andobjectives policies for theportfolio and to management. The information considered includes: the businessismanaged andinformation isprovided ata portfolio levelreflects becausethisbest the way of thebusinessmodelin which afinancialasset isheld The Company makes an assessment of the objective Financial assets: Business assessment model mismatch that would otherwise arise. so eliminates or significantly reduces anaccounting to bemeasured at amortisedcost at FVTPL if doing financial asset that otherwise meets therequirements recognition, theCompany may irrevocably designate a cost asdescribedabove are measured at FVTPL.On initial All financialassets not classifiedasmeasured at amortised

expectationsfuture about salesactivity. assets inprior periods,thereasons for salesand such the frequency, volume of andtiming salesof financial collected; and of theassets managed or thecontractual cashflows e.g. whether compensation is based on thefair value how managers of thebusinessare compensated – business model)andhow thoserisksare managed; model (and thefinancialassets held thatwithin the risksthat affect theperformance of thebusiness and reported to theCompany’s management; how theperformance of theportfolio isevaluated

thatsubstantially represents thecontractual par amount feature thatpermits or requires prepaymentat an amount discountor premium to its contractual par amount,a Additionally, for afinancialasset acquired at asignificant compensation for early termination of thecontract. outstanding, which may includereasonable additional amounts of principalandinterest ontheprincipalamount prepaymentamount substantially represents unpaid payments of principal and interest criterion if the A prepaymentfeature isconsistent thesolelywith – – – – considers: this condition. In makingthisassessment, the Company of contractual cashflows that such it wouldnot meet contractual term thatcould change or thetiming amount includes assessing whether the financialasset contains a considers the contractual terms of the instrument. This solely payments of principalandinterest,the Company In assessing whether the contractual cash flows are profitmargin. (e.g. liquidity riskandadministrative costs), as well asa period of andfor time other basiclendingrisksandcosts theprincipal amountwith duringaparticular outstanding time value of money andfor thecredit riskassociated recognition. ‘Interest’ isdefined asconsideration for the defined asthefair value of thefinancialasset oninitial For of thepurposes thisassessment, ‘principal’ is flows are solely payments of principalandinterest Financial assets: Assessment whether contractual cash are measured at FVTPL. and whose performance isevaluated onafair value basis Financial assets thatare heldfor trading or are managed

from specified assets (e.g. non‑recourse features). terms that limittheCompany’s claimto cashflows prepayment andextension features; and including variable interest rate features; terms that may adjustthecontractual coupon rate, oftiming cashflows; contingent events that would change theamount or forming partof thestandalonefinancialstatments Notes to c. asset expire, or ittransfers therights to receive the contractual rights to thecashflows from thefinancial The Company derecognises afinancialasset when the Financial assets Derecognition in profitor loss. loss. Any gainor lossonderecognition isalsorecognised exchange gainsandlossesare recognised inprofitor effective interest method. Interest expense andforeign are subsequently measured atamortised cost using the are recognised inprofitor loss.Other financialliabilities and net gainsandlosses,includingany interest expense, Financial liabilitiesatFVTPL are measured atfair value derivative oris designated it oninitialrecognition. assuch as at FVTPL if itisclassifiedasheld‑for amortised cost or FVTPL. A financialliability isclassified Financial liabilitiesare classifiedasmeasured at measurement andgainslosses Financial liabilities: Classification, Subsequent profitor loss. or loss. Any gainor lossonderecognition isrecognised in gains andlossesimpairment are recognised inprofit by impairment losses.Interest income, foreign exchange effective interestmethod. The amortisedcostis reduced subsequently measured atamortised cost using the Financial assetsat cost: amortised These assets are or loss. any interest or dividendincome, are recognised inprofit measured at fair value. Net gainsandlosses,including Financial assets at FVTPL:These assets are subsequently and losses Financial assets: Subsequentmeasurement and gains insignificant at initialrecognition. criterion if thefair value of theprepaymentfeature is for early termination) istreated asconsistent this with may alsoincludereasonable additionalcompensation accruedplus unpaid) contractual (but interest (which ‑ trading, or itisa e. d. income (FVOCI) are credit impaired. A financialasset is securities atfair value through other comprehensive financial assets carriedatamortised cost and debt At eachreporting date, theCompany assesses whether credit lossesonfinancialassets measured at cost; amortised The Company recognises lossallowances for expected Impairment and settle theliability simultaneously. either to settle them on anetbasis or to realise theasset enforceable rightto setoff theamountsintends andit and only when, theCompany currently hasalegally the net amount presented inthebalance sheet when Financial assets and financialliabilitiesare offsetand Offsetting recognised inprofit. and thenew financialliability with modifiedterms is carrying amountof thefinancialliability extinguished recognised atfair value. The difference between the a new financialliability basedonthemodifiedterms is modified terms are substantially different. In this case, its terms are modified and the cashflows under the The Company alsoderecognises afinancialliability when expire. contractual obligations are discharged or cancelled, or The Company derecognises afinancialliability when its Financial liabilities are not derecognised. rewards of thetransferred assets, thetransferred assets retains either allor substantially allof therisks and transfers assets recognised onitsbalance sheet, but If theCompany enters into transactions whereby it control of thefinancialasset. the risksandrewards of ownershipand doesnot retain Company neither transfers nor retains substantially allof of the financial asset are transferred or in which the substantially allof therisksandrewards of ownership contractual cashflows inatransaction in which

133 Annual Report 2019-20 134 VIVIMED LABS LIMITED forming partof thestandalonefinancialstatments Notes to

estimating expected credit losses is the maximum In all cases, the period maximum considered when instrument islessthan12months). date (or ashorter periodif theexpected life of the thatare possible 12 months within after reporting the expected credit lossesthat result from defaultevents 12-month expected creditlosses are theportionof events over theexpected life of afinancial instrument. credit lossesthat resultfrom allpossibledefault Lifetime expected credit lossesare theexpected losses. measured at anamount equalto lifetime expected credit Loss allowances for trade receivables are always – – credit losses: following, which are measured as12month expected equal to lifetime expected creditlosses, except for the The Company measures lossallowances at anamount – – – – includes thefollowing observable data: Evidence thata financialasset iscreditimpaired‑ the financialasset have occurred. detrimentalon theestimated impact future cashflows of ‘creditimpaired’‑ when oneor more events thathave a

increased significantly since initialrecognition. expected life of thefinancialinstrument)has not creditrisk (i.e.theof defaultoccurring over the other debt andbankbalances securities for which risk at thereporting date; and debtsecurities that are determined to have low credit because of financialdifficulties. the disappearance of an active market for a security otherwise; on terms thatthe Company wouldnot consider the restructuring of aloanor advance by theCompany issuer; significant financialdifficulty of theborrower or or other financialreorganisation; or it isprobable that theborrower will enter bankruptcy

procedures for recovery of amounts due. inorderactivities to comply with theCompany’s are written off couldtobe subject still enforcement subject to the write‑ off. However, financialassets that generate sufficient cashflows to repay theamounts does not have assets or sources of income that could when theCompany determines thatthe trade receivable realistic prospect of recovery. This isgenerally thecase off (either partially or in full) to the extent that there is no The gross carryingamount of afinancialasset is written Write-off amount of theassets. amortised costare deducted from thegross carrying Loss allowances for financialassets measured at the balance sheet Presentation of allowance for expected credit in losses the Company expects to receive). in accordance thecontractwith and thecashflows that difference between thecashflows dueto theCompany as the present value of all cash shortfalls (i.e. the estimate of credit losses.Credit lossesare measured Expected credit lossesare aprobability Measurement of expected credit losses assessment andincludingforward‑ lookinginformation. Company’s historical experience andinformed credit and qualitative information andanalysis, basedonthe undue costor effort. This includesboth quantitative information that is relevant andavailable without the Company considers reasonable andsupportable recognition and when estimating expected credit losses, financial assethas increased significantly since initial When determining whether thecreditrisk of a to credit risk. contractual periodover which theCompany isexposed ‑weighted Notes to forming part of the standalone financial statments

4 Property, plant and equipment (All amounts in Indian Rupees millions, except share data and where otherwise stated)

Particulars Land Buil- Plant Electrical Labo- Office Compu- Furni- Vehi- Books Total dings and equipment ratory equip- ters ture cles and Machinery equip- ment Perio- ment dicals

Gross Carrying amount At March 31, 2019 1,117.89 831.37 1,924.67 57.97 43.77 18.89 12.15 19.12 36.66 0.04 4,062.53

Additions 2.92 0.03 0.18 0.10 5.25 - - 8.47 Disposals/ adjustments 74.84 22.52 51.16 0.05 6.07 0.62 0.13 - - 155.38

At March 31, 2020 1,043.05 808.85 1,876.44 57.95 43.77 13.00 11.63 24.24 36.66 0.04 3,915.62

Accumulated depreciation At March 31, 2019 0.08 147.37 501.85 25.67 20.13 13.54 4.50 (28.20) 21.19 0.03 706.16

Charge for the year - 42.43 84.44 2.87 4.30 0.72 1.49 2.23 4.69 - 143.17

Less: Disposals / adjustments - 9.63 53.39 - - 6.07 0.62 - - - 69.70

At March 31, 2020 0.08 180.17 532.90 28.54 24.43 8.19 5.37 (25.97) 25.88 0.03 779.63

Net Carrying amount

At March 31, 2019 1,117.80 684.01 1,422.82 32.31 23.64 5.35 7.65 47.32 15.47 0.01 3,356.37

At March 31, 2020 1,042.97 628.68 1,343.54 29.42 19.34 4.81 6.26 50.21 10.78 0.01 3,136.00

Note a) Charge on Property, plant and equipment All the property, plant and equipment are subject to a first charge, second charge and pari passu to secure the Company’s working capital and Term loan bank loans.

135 Annual Report 2019-20 136 VIVIMED LABS LIMITED 5 Intangible assets forming partof thestandalonefinancialstatments Notes to 6 Investments ,1,0 (ac 3, 09 10500 eut sae o ₹0 ah n Finoso Pharma Private Limited in each ₹10 of shares equity 1,015,000) 2019: 31, (March 1,015,000 Investments insubsidiaries Unquoted equity shares Investments at carried cost Non-current investments Additions At March 31,2019 Gross amount Carrying Particulars Holdings Limited, Hong Kong 10,000 (March 31,2019:10,000)equity shares of1 eachin HKD Vivimed Less: Disposals /adjustments Amortisation expense At March 31,2019 Accumulated depreciation At March 31,2020 USA Inc, USA 1,000 (March 31,2019:1,000)equity shares of0.01 eachin USD Vivimed Labs At March 31,2020 At March 31,2019 amountCarrying At March 31,2020 Labs Mauritius Limited, Mauritius 900,000 (March 31,2019:900,000)equity shares of USD1eachin Vivimed Chemicals Private Limited 10,000 (March 31, 2019: 10,000) equity shares of ₹10 each in Vivimed Speciality

(All amounts inIndian Rupees millions,except share data and where otherwise stated) Brands, Trademarksand Technical know how 31 March 2020 As at 100.00 246.98 460.41 516.15 234.63 281.52 516.15 259.03 257.12 22.49 0.07 0.10 - - 31 March 2019 As at As 516.15 234.63 281.52 516.15 259.03 257.12 100.00 246.98 460.41 22.49 Total 0.07 0.10 - - forming partof thestandalonefinancialstatments Notes to 8 Trade receivables 7 Inventories ,0,0 (ac 3, 09 25000 eut sae o ₹0 ah n Yantra in Green Power Private each Limited ₹10 of shares equity 2,500,000) 2019: 31, (March 2,500,000 Unquoted equity shares Investments inothers Investments at carried fair value through profit andloss Unsecured,considered good Raw Materials Others Less: Allowance for doubtfulreceivables Packing Materials Vivimed LabsMauritius Limited Investments through fair value of corporate guarantees Total Semi-finished & Work-in-processSemi-finished Vivimed LabsUSA Inc. Finished Goods (includingGoods intransit) Finoso Pharma Private Limited Total Yantra Green Power Private Limited Total Total investments carriedat cost Total investments carriedat fair value through profitand loss Other investments

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 31 March 2020 As at As at As at 1,534.36 2,633.71 936.45 237.78 776.83 807.56 936.45 896.69 875.01 (39.76) 25.00 84.74 20.96 15.60 25.99 41.46 0.99 2.65 2.25 31 March 2019 31 March 2019 31 March 2019 As at As As at As at 1,051.70 1,769.14 1,051.70 1,018.86 2,824.47 206.54 764.10 807.56 875.31 (32.85) 25.00 84.69 20.96 15.60 26.29 41.46 1.29 2.65 2.25

137 Annual Report 2019-20 138 VIVIMED LABS LIMITED 9 Cash and cash equivalents andcash 9 Cash forming partof thestandalonefinancialstatments Notes to 12 Other assets 11 Current taxassets 10 Loans (Unsecured, considered good unlessotherwise stated) Staff advances Advances other thancapitaladvances Unsecured, considered good Current Advance taxand receivableTDS Security deposits Current -On current accounts i) Balances with banks: Total Less: Provision for taxes Other advances Loans andadvances to related parties ii) Cashonhand Prepaid expenses Total (A)Total -(i+ii) Total (B) Total(iii) -Unpaid dividendaccount iii) Bank balances other thancashandequivalents stated above Total (i+ii+iii)

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 31 March 2020 31 March 2020 As at As at As at As at 1,152.73 100.70 603.92 108.47 868.48 206.00 100.70 641.63 110.88 110.88 78.25 37.71 2.41 - - 31 March 2019 31 March 2019 31 March 2019 31 March 2019 As at As at As at As at 1,245.21 199.09 647.81 239.22 966.98 205.57 199.09 684.23 241.59 249.59 72.66 36.41 2.37 8.00 8.00 13 Share Capital forming partof thestandalonefinancialstatments Notes to (c) Details of shareholders holdingmore than5%shares intheCompany will beinproportion to thenumber of equity shares heldby theshareholders. shares will beentitled to receive remaining assets of theCompany, after of distribution allpreferential amounts. The distribution The Company declares andpays dividendinIndian In rupees. theevent of liquidation of theCompany, theholders of equity share.pervoteone to entitled is ofsharesequityholder Each share. per par ofCompany₹2 Equityvalue a haveof the shares (b) Terms /rights attached to theequity shares (a) Reconciliation of shares outstandingat endof thebeginningand thereporting year Balance at March 31,2020(Equity shares of `2/-eachfully paid-up) Issued duringthe year (Equity shares of `2/-eachfully paid) Balance at March 31,2019(Equity shares of `2/-eachfully paid-up) Particulars Number of shares held BBR Projects Private Limited Equity shares of fully K2/-each paid 1,110,000,000 (March 31,2019:1,110,000,000)comprising Authorised Share Capital % of holding Number of shares held Kitara1102 PIIN 7,10,000 (March 31,2019:7,10,000)preference shares of `1,000each. 2,00,000,000 (March 31,2019:2,00,000,000)equity shares of `2each. % of holding Number of shares held Santosh Varalwar up. 82,913,915 (March 31,2019:82,523,915)equity shares of `2/-eachfully paid- Issued, fully and subscribed paid-up % of holding

(All amounts inIndian Rupees millions,except share data and where otherwise stated) Number of Shares 31 March 2020 31 March 2020 1,23,12,000 As at As at 8,29,13,915 8,25,23,915 91,50,685 55,99,050 1,110.00 3,90,000 400.00 710.00 165.83 165.83 14.85% 11.04% 6.75% 31 March 2019 31 March 2019 1,23,12,000 As at As at 91,50,685 55,99,050 1,110.00 165.05 165.83 400.00 710.00 165.05 165.05 14.92% 11.09% 6.78% Value 0.78

139 Annual Report 2019-20 140 VIVIMED LABS LIMITED 14 Other equity forming partof thestandalonefinancialstatments Notes to Opening balance Securities premium Closing balance Additions duringthe year respect of shares issued. Securities premium consists of thedifference between theface value of theequity shares andthe consideration received in Opening balance reserveCapital Closing balance Additions duringthe year Opening balance General reserve Closing balance Add: Transfers duringthe year income, items includedinthegeneral reserve will not bereclassified subsequently to profit or loss. general reserve iscreated by atransfer from onecomponentof equity to another andisnot anitem of other comprehensive The general reserve isusedfrom timeto to time transfer profits from retained earningsfor appropriation purposes. As the Opening balance Revaluation reserve Closing balance Add: Additions from amalgamated entities Opening balance Retained earnings Profit/(loss) for the year Ind AS Adjustment Dividend paidduringthe year (includingtaxondividend) Additions from amalgamated entities Other comprehensive income Closing balance Total other equity

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 31 March 2020 As at As at As at 1,766.60 3,238.19 1,775.18 3,041.52 5,373.07 (191.70) 167.80 380.00 167.80 380.00 (10.82) 8.58 8.57 5.85 8.57 - - - 31 March 2019 31 March 2019 31 March 2019 As at As at As at 1,766.60 3,186.07 1,766.60 3,238.19 5,561.16 167.80 380.00 167.80 380.00 (11.85) 61.86 8.57 2.11 8.57 - - - - 15 Borrowings forming partof thestandalonefinancialstatments Notes to terms of thisscheme,theCompany hasto repay theamount tillFY 2020-21. This loanisunsecured. The Company hasbeengranted aninterest free salestaxdeferment loanby theGovernment of Andhra Pradesh. As per the B. Sales taxdeferrment loan: paripassu charge. All theterm loansare secured by acharge onthemoveable andimmovable assets of theCompany, present andfuture, with a forhas applied extension anditsunder process. This loancarries aninterest rate of 6.02%. (i) ECB loan taken from IFC for USD 12.5 million repayable in 10 instalments from June 2015to December 2019and Company Term loanfrom Financial Institutions consists of: carries aninterest rate of 15.5%. (i) Loan taken from SBIfor Rs.700 mn(USD10.1mn)repayable in16instalments from October 2017to June 2021. This loan Term loanfrom Banks consists of: A. Term loans: - From banks(refer note A below) Term loans Secured loans (A) Non-current Borrowings - From (refer financialinstitutions note A below) - From financialinstitutions Other loans FCCB's From Financial Institutions (refer note Cbelow) Sales taxdeferment loan(refer note Bbelow) Unsecured loans Total non-current borrowings - Cashcredit andpackingcredit loans(refer note Dbelow) Working loans capital Secured loansrepayable ondemand (B) Current Borrowings Total current borrowings - Foreign billsdiscounting

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 As at 1,877.38 1,877.38 106.91 553.16 676.04 8.24 7.73 - - 31 March 2019 As at 2,141.26 2,141.26 276.03 553.16 897.10 58.94 8.97 - -

141 Annual Report 2019-20 142 VIVIMED LABS LIMITED 16 Other financialliabilities During theprevious year, EXIMBank have not renewed PCFC facility andtheloan was calledbackduringtheprevious year. Bank, Bank of Bahrain andKuwait andExim interestwith rates varying between 14.5%to 16.5%. The Company has working facilities capital intheform of cashcredits andpackagingcredit from State Bank of India, Allahabad D. credits Cash credit packaging and loans: portion of theinstrument. forhas applied extension anditsunderprocess. The entire portion was classified under "Borrowings", andthere isnoequity exercised. Subsequently, during the year, the due date for payment has been extended upto 30 September 2019. The Company rate of 0.55%per andaninterest annum rate of 4.23%per compounded annum semi-annually if theconversion option isnot The Company hasobtained anFCCB from IFC in June 2011for anamount of7.5 millionrepayable USD in5 years with acoupon C. FCCB's from FinancialInstitutions: 15 Borrowings (Contd.) forming partof thestandalonefinancialstatments Notes to Creditors for goods capital (A) Non-Current Payable to related parties Current maturities of long-term debts (B) Current Employee salariespayable Employee bonuspayable Provision for expenses

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 As at 1,065.28 1,252.60 187.32 484.80 617.64 65.11 56.25 11.48 31 March 2019 As at 1,001.89 1,244.95 243.06 440.78 532.34 57.53 14.66 19.37 17 Deferred net taxliabilities, forming partof thestandalonefinancialstatments Notes to 18 Other liabilities 19 Provisions - Gratuity (refer note 36) Provision for employee benefits (A) Non-Current Deferred interest (A) Non-Current -Expected credit lossonfinancialassets -Provision allowed under taxonpayment basis - Tangible andIntangible assets Deferred taxasset Provision for others - Compensated absences Advances received Total -MAT credit entitlement - Gratuity (refer note 36) Provision for employee benefits (B) Current Financial guarantee liability Grants receivable Deferred taxasset, net -Fair valuation of financialliabilities Deferred taxliability Financial guarantee liability (B) Current

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 31 March 2020 As at As at As at 36.35 53.49 85.71 12.51 14.43 38.43 85.71 14.43 66.45 85.71 2.08 0.45 7.76 7.76 - - - - 31 March 2019 31 March 2019 31 March 2019 As at As at As at 21.80 50.92 70.45 98.72 22.66 15.90 11.65 95.38 98.72 97.99 98.72 7.77 7.77 - - - - -

143 Annual Report 2019-20 144 VIVIMED LABS LIMITED 20 Trade payables forming partof thestandalonefinancialstatments Notes to 21 Current taxliabilities 23 Other income 22 Revenue from operations Guarantee income Grants received Unwinding of interest onassets discounted Domestic Revenue from of sale products - Total outstandingduesof micro enterprises andsmallenterprises (refer note enterprises - Total duesof outstanding creditors other thanmicro enterprises andsmall Other income &Miscellaneous income Export Provision for taxes Trade payables Other operating revenue Less: Advance taxand receivableTDS

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 37) For the year ended For the year ended 31 March 2020 31 March 2020 31 March 2020 31 March 2020 As at As at 1,521.06 2,235.63 2,766.06 308.22 714.57 189.63 530.43 308.22 189.63 61.47 65.35 3.88 - - - - For the year ended For the year ended 31 March 2019 31 March 2019 31 March 2019 31 March 2019 As at As at 1,587.94 2,140.57 2,518.08 352.85 552.63 351.01 377.51 352.85 351.01 78.45 85.35 3.88 3.02 - - - 24 Cost of materials consumed forming partof thestandalonefinancialstatments Notes to 25 Changes ininventories Work-in-progress and 26 Employee benefits expense Opening Stock of Raw Materials andConsumables Inventories at thebeginningof the year Finished Goods Salaries, wages andbonus Less :Inventories at theendof the year Add : Amalgamated Entities Finished Goods Opening Stock of Packing Materials Contribution to provident andother funds Sub Total(A) Add :Purchases duringthe year Add :Opening Stock of Packing Material on Amalgamated Entities Add :Opening Stock of Raw Material on Amalgamated Entities Staff welfareexpenses Inventories at thebeginningof the year Semi FinishedGoods &Work-in-Progress Less :ClosingStock of Raw Materials andConsumables Less :Inventories at theendof the year Less :ClosingStock of Packing Materials Sub Total(B) (Increase) /Decrease inInventories Goods intransit

(All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended For the year ended 31 March 2020 31 March 2020 31 March 2020 1,769.14 1,316.95 1,534.36 3,170.78 1,551.68 759.40 292.69 776.83 206.54 237.79 318.67 (17.43) (31.25) (48.68) 84.69 18.87 84.74 7.11 - - - For the year ended For the year ended 31 March 2019 31 March 2019 31 March 2019 1,838.00 1,180.78 1,769.14 3,130.87 1,277.04 (474.04) (666.52) 735.56 350.54 759.40 112.09 422.86 206.54 378.75 216.32 (23.84) 20.93 84.69 7.29 - - -

145 Annual Report 2019-20 146 VIVIMED LABS LIMITED 27 Other operating expenses forming partof thestandalonefinancialstatments Notes to 29 Finance costs 30 Other expenses 28 Depreciation andamortisation expense Consumption of Stores &Spares Business &Marketing Expenses Interest onterm loans,ECB loansand vehicle loans Depreciation of tangibleassets Amortization of intangible assets Power &Fuel Bank charges Interest on working loanandcashcredit capital Other borrowing cost Wages& Allowances Commission &Discounts Labour Charges Travelling Expenses-Foreign Repairs to Building Printing &Stationery Repairs to Machinery Telephone &Postage Expenses Other Manufacturing Expenses Travelling Expenses Job WorkCharges Loss onsaleof asset R &DExpenses

(All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended For the year ended For the year ended For the year ended 31 March 2020 31 March 2020 31 March 2020 31 March 2020 135.54 333.92 165.68 429.99 319.32 25.37 11.69 80.72 30.14 89.86 15.35 18.57 69.75 14.10 40.48 51.24 68.70 4.41 7.41 0.05 0.54 4.41 4.24 1.76 1.35 For the year ended For the year ended For the year ended For the year ended 31 March 2019 31 March 2019 31 March 2019 31 March 2019 151.39 126.51 323.57 182.59 524.03 302.20 48.32 18.44 31.20 89.20 73.95 24.35 72.17 19.25 62.79 35.34 2.30 6.84 1.59 0.94 5.43 5.65 1.42 1.27 - 30 Other expenses (Contd.) forming partof thestandalonefinancialstatments Notes to Deferred taxrelated to items considered inOCIduringthe year 31 Tax expenses Rates & TaxesRates Re-measurement gains/(losses) ondefined benefitplan Current income taxcharge Current income tax: Conveyance Income taxcharge to OCI Income taxexpense recognised inthestatement of profit or loss Relating to originating andreversal of temporary differences Deferred tax: Directors' Sitting Fee Consultancy Charges Insurance Rent Other AdministrativeExpenses Processing fee onterm loans Fluctuation onForeign exchange Provision againstdoubtfulreceivables Directors' Remuneration -Salary (i) As Auditor Paymentto Auditors: (ii)For Taxation Matters (All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended For the year ended For the year ended 31 March 2020 31 March 2020 31 March 2020 122.07 302.15 10.26 16.67 27.50 (9.64) (9.64) 3.46 0.83 8.62 1.05 7.22 8.80 1.82 0.07 0.83 - - - For the year ended For the year ended For the year ended 31 March 2019 31 March 2019 31 March 2019 180.39 361.55 (10.55) (20.93) 21.98 10.38 17.45 24.13 (1.03) (1.03) 9.10 1.13 3.95 8.31 0.14 1.82 0.07 - -

147 Annual Report 2019-20 148 VIVIMED LABS LIMITED 32 Contingent commitments and liabilities forming partof thestandalonefinancialstatments Notes to a) Names of related description and parties of relationship 33 Related party disclosures Key Management Personnel ("KMP") Joint ventureCompany Step down subsidiary Companies Subsidiary Companies Particulars ii) i) account andnot provided for, net of advances - Estimated amount of contracts remaining to beexecuted oncapital Commitments: - Income taxdemand - Bank guarantees - Letter of credit outstanding - Corporate guarantees given onbehalf of others Contingent liabilities: Yugandhar Kopparthi (Company Secretary) Raghunandan S(Whole -Time Director andCFO) (Demise) Sandeep Varalwar (Executive Director) Manohar Rao Varalwar (Executive Director) Santosh Varalwar (Managing Director) Soneas Research Ltd Soneas ChemicalLtd Uquifa Sciences (Mascarene) Ltd (Formerly known as Vivimed Labs(Mascarene) Ltd Uquifa Mexico S.A.deC.V. Holliday International Limited Union Quimico Farmaceutica S.A.U Vivimed LabsSpain S.L. Vivimed LabsUKLimited UQUIFA India Private Limited Vivimed LabsMauritius Limited Vivimed LabsUSA INC. Vivimed Holdings Limited Vivimed Specialty ChemicalsPrivate Limited Finoso Pharma Private Limited (All amounts inIndian Rupees millions,except share data and where otherwise stated) 31-Mar-20 68.02 23.06 24.30 As at -

- 31-Mar-19 414.35 58.60 68.02 14.20 As at -

forming partof thestandalonefinancialstatments Notes to b) Transactions with related parties c) Details of balances receivable from andpayable to related are parties asfollows: cannot bedetermined. provided inthebooksof accounts onthebasisof actuarial valuation for theCompany asa whole andhence individualamount *Does notinclude insurance, which ispaidfor theCompany asa whole andgratuity andcompensated absences asthisis The Company hasgiven Corporate Guarantee for thecredit facilities of `24.30Mn availed by theSubsidiaries. e) Others: Outstanding balances at the year-end are unsecured andinterest free. The salesto andpurchases from related parties are madeonterms equivalent to thosethat prevail inarm’s lengthtransactions. d) Terms conditions and of transactions with related parties: 33 Related party disclosures (Contd.) Remuneration Paid* Key Management Personnel Sale of goods Subsidiaries step and down subsidiaries In subsidiaries Investments made Name of Related Party Purchase of goods Finoso Pharma Private Limited Advances given Vivimed LabsUSA Inc.USA Advances received Vivimed LabsMauritius Limited Vivimed LabsSpain SL Union Quimico Farmaceutica SAU, Yantra Green PowerLimited Pvt Vivimed Holdings Ltd Uquifa Mexico S.A.de.CV. BBR Green fieldsPrivate Limited

(All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended 31 March 2020 31-Mar-20 1,155.86 (232.14) (490.56) (254.65) (973.40) 220.23 (12.16) 580.61 27.50 73.25 (4.06) (8.62) (2.95) 36.71 As at -

For the year ended 31 March 2019 31-Mar-19 1,533.61 (232.14) (538.06) (248.08) 157.44 796.54 (48.87) (13.62) (65.44) (75.59) 970.25 26.31 (4.06) As at 0.11 -

149 Annual Report 2019-20 150 VIVIMED LABS LIMITED The segment revenue, profitability, assets andliabilitiesare asunder: The Company hastwo reportable segments -Speciality ChemicalsBusiness andPharma Business. (CODM).The CODMevaluates theCompany’s performance andallocates resources onoverall basis. segments are to bereported inamanner consistent theinternalwith reporting provided to theChief Operating Decision Maker and major customers. Based onthe“managementapproach” asdefined inInd AS 108,Operating segments andgeographical informationoperating about andgeographical segments andrelated disclosures products about andservices, geographic areas, Ind AS 108“Operating Segment” (“Ind AS 108”)establishesstandards for the way that businessenterprises public report 34 Segment information forming partof thestandalonefinancialstatments Notes to a) Speciality Chemicals a) Speciality Chemicals (Profit before Tax &Interest) b) Pharma Revenue by segment b) Pharma Segment Results a) Speciality Chemicals Segment Assets Total revenue c) Others Total: c) Others b) Pharma Less: (i)Interest Total Total Profit before tax (ii) Unallocable expenditure (Net of Un allocableincome) a) Speciality Chemicals Segment Liabilities b) Pharma Total a) Speciality Chemicals EmployedCapital b) Pharma Total (All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended For the year ended As at 31-Mar-20 31 March 2020 31 March 2020 2,139.23 2,766.06 (207.40) (142.39) 626.83 364.98 429.99 222.59 10,673 1,925 1,659 5,999 5,134 7,658 8,748 1,063 4,072 For the year ended For the year ended As at 31-Mar-19 31 March 2019 31 March 2019 1,997.11 2,518.08 520.97 486.49 524.03 575.33 11,546 88.85 9,585 1,069 4,750 2,725 5,435 51.30 5,819 8,160 1,961 - - 35 Auditors’ remuneration include: forming partof thestandalonefinancialstatments Notes to Reconciliation of openingandclosingbalances of thepresent value of thedefined benefit obligations: amounts recognised inthebalance sheet for theplan: The following tablessummarize thecomponents of netbenefit expense recognised inthe statement of profit or lossandthe ofsum ₹2,000,000. of completed service (service of sixmonths andabove isrounded off asone year) at thetimeof retirement/exit, restricted to a Plan entitles anemployee, who hasrendered at leastfive years of continuous service, to receive 15days salary for each year The Company provides itsemployees benefitswith under adefined benefit plan,referred to asthe“Gratuity Plan”. The Gratuity 36 Gratuity Statutoryfee audit (includinglimited review) Expenses recognised instatement of profit andloss Particulars Taxation matters Particulars Service cost Opening balance Total Interest cost Current service cost Gratuity cost Interest cost Actuarial gain /(loss) dueto others Re-measurement (losses) gains/ inOCI Benefits paid Remeasurement becauseof OBdifference Actuarial gain Return onplanassets greater (less) thandiscount rate Closing balance Total expenses routed through OCI Present value of projected benefitobligation at theendof the year Net liability recognised inthebalance sheet Fair value of planassets at theendof the year Current provision Non current provision (All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended As at 31-Mar-20 As at 31-Mar-20 31 March 2020 50.92 10.34 10.34 69.37 69.37 14.43 54.94 69.37 10.82 (1.20) 5.41 3.90 5.41 3.90 0.38 0.10 9.31 1.82 0.07 1.89 - For the year ended As at 31-Mar-19 As at 31-Mar-19 31 March 2019 45.66 50.92 50.92 45.69 11.37 50.92 (3.14) (3.61) (2.49) (3.61) 7.84 3.53 7.84 3.53 0.38 0.10 5.23 1.82 0.07 1.89 -

151 Annual Report 2019-20 152 VIVIMED LABS LIMITED 36 Gratuity (Contd.) forming partof thestandalonefinancialstatments Notes to A quantitative sensitivity analysis for significant assumption anditsimpactonprojected benefit obligation are asfollows: expected to bematerial. The Company hasnot received any claimfor interest from any supplier. accordance theprovisionswith of theMicro, Small andMedium Enterprises Development Act, 2006(‘The MSMED Act’) isnot and available the with Company. Further in view of the management, the impact of interest, if any, that may be payable in payable to enterprises such asat March 31,2020hasbeenmadeinthefinancialstatements basedoninformation received Memorandum Number asallocated after filingof theMemorandum. Accordingly, thedisclosure inrespect of theamounts recommends that theMicro andSmall Enterprisesmention should intheir correspondence with itscustomers theEntrepreneurs The Ministry of Micro, Small andMedium Enterprises hasissuedanoffice memorandum dated 26 August 2008 which 37 Dues to Micro, smallandmediumenterprises are noother changes inmarket conditions. These sensitivieshave beencalculated to show themovementin projected benefit obligation inisolation there andassuming Assumptions a) Particulars Impact of 1%increase indiscount rate Future salary increases Discount rate (per annum) b) Impact of 1%decrease indiscount rate c) Impact of 1%increase insalary growth rate d) Impact of 1%decrease insalary growth rate e) Impact of 1%increase inattrition rate Impact of 1%decrease inattrition rate Impact of 1%increase inmortality rate Impact of 1%decrease inmortality rate end of eachaccounting year. the principalamountdue thereon remaining unpaidto any supplier at the beyond the appointed day duringeachaccounting year; MSMED Act, along theamountwith of thepayment to made thesupplier the amount of interest paidby thebuyer interms of section 16of the year) but adding theinterest without specifiedunder thisMSMED Act payment(which havebeyond beenpaidbut theappointed day during the the amount of interest due and payable for the period of delay inmaking accountingand year; the amount of interest accrued and remaining unpaid at the end of each expenditure under section23of the MSMED Act. paid to thesmall enterprise, for of thepurpose disallowance of adeductible succeeding years, until date such when theinterest dues above are actually the amountof further interestremaining dueandpayable even inthe (All amounts inIndian Rupees millions,except share data and where otherwise stated) As at 31-Mar-20 As at 31-Mar-20 As at 31-Mar-20 (73.67) (64.28) (66.80) (69.30) 65.56 75.11 71.70 69.43 5.00% 6.80% Nil Nil Nil Nil Nil As at 31-Mar-19 As at 31-Mar-19 As at 31-Mar-19 (54.67) (45.47) (47.88) (50.84) 47.64 57.39 53.67 51.10 2.00% 7.36% Nil Nil Nil Nil Nil i) Future leasepayments minimum under non-cancellable operating leasesare asfollows: ranges from 5%to 10%. months to five years, anoptionwith to renew theleaseafter theterm completion. The escalation clauseinthesearrangement The Company hastaken various office premises under operating leases. The leasestypically runfor aterm ranging from eleven Where theCompany isalessee: 38 Leases forming partof thestandalonefinancialstatments Notes to The following tablesetsthe computation out of basicanddiluted earningsper share: conversion of allthedilutive potential equity shares into equity Shares. of equity shares duringthe outstanding year the plus weighted average number of equity shares that would beissuedon Diluted amounts EPS are calculated by dividingtheprofitattributable to equity holders by the weighted average number number of equity shares duringthe outstanding year. Basic amounts EPS are calculated by dividingtheprofitfor the year attributable to equity holders by the weighted average per39 Earnings share ii) Amounts recognised instatement of profitand loss: Particulars Particulars Particulars Profitfor the year attributable to equity share holders Cancellable leaseexpense Not later than1 year Weighted average number of equity shares duringthe outstanding year –basic Shares Non -cancellable leaseexpense Later than1 year andnot later than5 years Weighted average number of equity shares duringthe outstanding year –diluted Total Later than5 years Earnings per share of par value ₹2–basic(₹) Earnings per share Earnings per share of par value ₹2 –diluted (₹) (All amounts inIndian Rupees millions,except share data and where otherwise stated) As at 31-Mar-20 As at 31-Mar-20 As at 31-Mar-20 8,29,13,915.00 8,54,13,915.00 (191.70) 14.52 13.02 11.30 16.67 (2.31) (2.24) 2.15 - As at 31-Mar-19 As at 31-Mar-19 As at 31-Mar-19 8,25,23,915.00 8,60,18,915.00 61.86 15.30 13.02 11.30 17.45 2.15 0.75 0.72 -

153 Annual Report 2019-20 154 VIVIMED LABS LIMITED enter into any interest rate swaps. The Company manages its interest rate risk by having a balanced portfolio of variable rate borrowings. The Company doesnot short-term debt obligations floatingwith interest rates. marketinterest rates. The Company's exposure to therisk of changes inmarket interest rates relates primarily to theCompany's Interestrate riskisthe thatthe fair value or future cashflows of afinancialinstrument will fluctuate becauseof changes in Interest rate risk on thefinancialassets andfinancialliabilitiesheldat March 31,2020andMarch 31,2019. The sensitivity of therelevant profitor lossitem istheeffect of changes theassumed inrespective market risks. This isbased The below assumption hasbeenmadeincalculating thesensitivity analysis: obligations; provisions. The analysis excludesof theimpact movements inmarket variables on:thecarrying values of gratuity andother postretirement on thebasisthat theamount of net debt andtheratio of fixed to floating interest rates of thedebt. following sections relate to the as position at March 31, 2020 and March 31, 2019. The sensitivity analyses have been prepared instruments affected by market riskincludeloansandborrowings andrefundable deposits. The sensitivity analysis inthe marketprices. Marketrisk comprises two of types risk:interestrate riskandother price ascommodity risk,such risk.Financial Market riskisthe risk thatthe fair value of future cashflows of afinancialinstrument will fluctuate becauseof changes in a) Market risk summarized below. management of theserisks. The Board of Directors reviews andagrees policiesfor managingeachof theserisks, which are The Company isexposed to market risk,credit riskandliquidity risk. The Company’s senior management oversees the trade andother receivables, cashandequivalents andrefundable depositsthat derive directly from itsoperations. financial liabilitiesisto finance Company's andsupport operations. The Company’s principalfinancialassets includeinventory, The Company’s principalfinancialliabilitiescomprise loansandborrowings, trade andother payables. The mainpurposeof these management41 Financialrisk objectives policies and material changes to future economic conditions. intangibles, inventories andinvestments. As theoutbreak continues to evolve, the company will continue to closely monitor any the assumptions used and based on current estimates, the company expects to fully recover the carrying amount of receivables, financial statements hasusedinternal andexternal sources of information. The Company hasperformed sensitivity analysis on uncertainties intheglobaleconomic conditions becauseof thispandemic,theCompany, asat thedate of approval of these amounts of receivables, intangibles, inventories andinvestments. In developing theassumptions relating to thepossiblefuture The Company hasconsidered thepossibleeffects thatmay resultfrom thepandemicrelating to COVID-19 onthecarrying 40. COVID-19 Impact Analysis &Estimation of uncertainties relating to theglobalhealthpandemic forming partof thestandalonefinancialstatments Notes to loss inrespect of trade andother receivables duringthe year was asfollows: primarily from trade receivables amounting to `896.68mn(March 31,2019:1,018.86). The movement inallowance for credit other receivablesand therecent basedonthepast collection trend. The exposure maximum to credit riskasat reporting date is The Company establishesanallowance for credit lossthat represents itsestimate of expected lossesinrespect of trade and continuous basisby thereceivables team. has beengranted after obtaining necessary approvals for credit. The collection from thetrade receivables are monitored ona Creditrisk iscontrolled by analysing creditlimits andcreditworthiness of customers onacontinuous basisto whom credit includingdeposits activities, andother banksandfinancialinstitutions with financial instruments. to afinancialloss. The credit riskarisesprincipally from itsoperating activities(primarily trade receivables) andfrom itsinvesting Creditrisk isthethat counterparty notwill meet its obligations under afinancialinstrument or customer contract, leading b) Credit risk management41 Financialrisk objectives policies(Contd.) and forming partof thestandalonefinancialstatments Notes to and loans The Company's objective is to maintain abalance between continuity of fundingandflexibility through theuseof bankdeposits c) Liquidity risk high credit ratings assignedby international credit anddomestic rating agencies. Creditrisk oncashandequivalent is limited astheCompany generally transacts with banksandfinancialinstitutions with significant concentration riskof revenue . No singlecustomer accounts for more than10%of therevenue asof March 31,2020,March 31,2019andhence there isno floating rate borrowings, asfollows: borrowings affected. With allother variables heldconstant, theCompany’s profit before taxisaffected through theimpacton The following tabledemonstrates thesensitivity to areasonably possiblechange ininterest rates onthat portionof loansand Interest rate sensitivity INR INR March 31,2019 INR INR March 31,2020 Allowance for credit loss Opening balance Credit lossprovided/ (reversed) Closing balance

(All amounts inIndian Rupees millions,except share data and where otherwise stated) Increase/decrease ininterest rate 31-Mar-20 32.85 39.77 6.92 +1% +1% -1% -1% 31-Mar-19 26.55 32.85 6.30

155 Annual Report 2019-20 156 VIVIMED LABS LIMITED K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner The structure capital asof March 31,2020,March 31,2019 was asfollows: issued share andallother capital equity reserves. For thepurposeof debtto total equity ratio,debt considered islong-term andshort-term borrowings. Total equity comprise of as thedebt to total equity ratio. sustain future development of thebusiness.Managementmonitors capitalonthebasisof return employed oncapital as well The Company’s policy isto maintain base so asto astablecapital maintain investor, creditor andmarket confidence andto management42 Capital management41 Financialrisk objectives policies(Contd.) and forming partof thestandalonefinancialstatments Notes to classification. The figures of theprevious year have beenregrouped/reclassified, where necessary, to conform with thecurrent year’s 45 Prior year comparatives There are nosignificant events that occurred after thebalance sheet date. 44 Subsequent Events notification which would have from beenapplicable April 01,2020. The Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to theexisting standards. There isnosuch Standardsnot issuedbut yet effective andnot early adopted by theCompany: 43 Recent Accounting pr payments: The table below the summarises maturity profile of the Company’s financial liabilities based on contractual undiscounted Trade payables Borrowings Year endedMarch 31,2019 Trade payables Borrowings Year endedMarch 31,2020 Particulars Total equity attributable to theequity shareholders of theCompany As apercentage of total capital Long term borrowings including current maturities Short term borrowings Total borrowings As apercentage of total capital Total capital(equity andborrowings)

onouncements

(All amounts inIndian Rupees millions,except share data and where otherwise stated) Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar

31-Mar-20 64.58% 35.42% 5,539 1,161 1,877 3,038 8,577 Sd/- M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Whole -Time Director Manohar RaoManohar Varalwar On demand 31-Mar-19 62.21% 37.79% 2,141 1,877 5,726 1,338 2,141 3,479 9,205 353 308

Report Independent Auditor’s ended onthat date. changes inequity anditsconsolidated cashflows for the year Loss, consolidated total comprehensive income, consolidated affairs of the Group asat March 31, 2020, the consolidated generally accepted inIndia ,of theconsolidated state of ,2015, asamended(“IndAS”) andother accounting principles read theCompanieswith (Indian Accounting Standards) Rules Accounting Standards prescribed under section 133of the Act and give atrueandfair view inconformity Indianwith Companies Act,2013( the“Act”) inthemanner sorequired financial statements give theinformation required by the to theexplanations given to us,theaforesaid consolidated In our opinion and to the best of our information andaccording after referred to as“theconsolidated financialstatements”). accounting andother policies explanatory information (herein year endedon that date, and a summary of thesignificant and theConsolidated Statement of CashFlows for the Income), theConsolidated Statement of Changes inEquity Statementof Profitand Loss (includingOther Comprehensive Balance Sheet as at March 31, 2020, the Consolidated referred to as“theGroup”),which comprise theConsolidated and its subsidiaries (the Company and its subsidiaries together statements of We have audited theaccompanying consolidated financial OPINION Report onthe Audit of theConsolidated Statements Financial TO OFTHE MEMBERS VIVIMED LABSLIMITED VIVIMED LABSLIMITED (“the Company”) these matters. opinion thereon, and we do not provide a separate opinion on standalone financialstatements asa whole, andinforming our matters were addressed in the context of our audit of the standalone financialstatements of thecurrentperiod. These judgment, were ofsignificance most inourof audit the Keymatters audit are thosematters that,in our professional KEY AUDITMATTERS consolidated financialstatements. and appropriate to provide a basis for our audit opinionon the believe thatevidence theaudit we have obtained issufficient these requirementswith andtheICAI’s Code of Ethics. We have our fulfilled other ethical responsibilities inaccordance provisions of the Act andtheRules madethere under, and we our of audit theconsolidated financialstatements under the the independencewith requirements thatare relevantto the Institute of Chartered Accountants of India (ICAI)together of theGroupin accordance theCodewith of Ethics issuedby Financial Statements sectionof our report .We are independent the Auditor’s Responsibilities for the Auditof theConsolidated responsibilities under thoseStandards are further describedin (SAs) specifiedunder section143(10)of the Act (SAs). Our statements inaccordance theStandardswith on Auditing We conducted our audit of the consolidated financial BASIS FOR OPINION

157 Annual Report 2019-20 158 VIVIMED LABS LIMITED • THEREON: STATEMENTSFINANCIAL ANDAUDITOR’SREPORT INFORMATIONCONSOLIDATEDOTHER THANTHE • • We have determined thematters describedbelow to bethekey auditmatters to becommunicated inour report. position. the Company’simpact reported profitand balance sheet Accordingly, unexpected adverse outcomes could significantly claims. likelihood of andmagnitude anunfavorable outcome onthe estimates madeby management reflect indetermining the These provisions are basedonjudgements andaccounting are subjectto significant Management judgment. estimates of theamounts of provisions or contingent liabilities subsidiaries. The amountof litigation may besignificantand to Income Tax, BGs, LCs andcorporate guarantee to its Major risksidentified by theCompany inthatarea related The Companyto issubject number of significantlitigations. statements. statements andnote 34to theconsolidated financial Refer note 2.5of thebasisof preparation of financial Contingent litigation and Liabilities Matters Key auditmatters statements andour auditor’s report thereon. Information,does not but includetheconsolidated financial Report,Corporate Governance andShareholder’s Annexure to Board’s Report,Business Responsibility Discussion and Analysis, Board’s Report including comprises theinformation includedintheManagement preparation of theother information. The other information The Company’s Board of Directors isresponsible for the misstated. course of ouror audit otherwise appears to bematerially financial statements or our knowledge obtained duringthe information ismaterially inconsistent theconsolidatedwith information and,indoingso,consider whether theother statements, our responsibility isto read theother In connection ourwith of audit theconsolidated financial form of assurance conclusion thereon. not cover theother information and we donot express any Our opinionontheconsolidated financial statements does • • evaluating significantadjustments to legalprovisions • • Corroborating management’s assessment by: measurement of provisions towards litigation andclaims; effectiveness of controls inrespect of therecognition and We evaluating thedesignandtesting theoperating Ourprocedures audit includedthefollowing: How thematter was addressed inour audit and maintenance of adequate internal financialcontrols, are reasonable andprudent; anddesign, implementation accounting makingjudgments policies; andestimates that other irregularities; selectionandapplication of appropriate of theCompany andfor preventing anddetecting frauds and the with provisions of the Act for safeguarding the assets maintenance of adequate accounting records in accordance accepted inIndia. This responsibility alsoincludes theIndASwith andother accounting principlesgenerally in equity andcashflows of theCompany inaccordance financial performance, total comprehensive income, changes that give atrueandfair view of thefinancialposition, to thepreparation of theseconsolidated financialstatements matters stated in section134(5)of the Act respectwith The Company’s Board of Directors isresponsible for the CONSOLIDATED FINANCIAL STATEMENTS MANAGEMENT’S RESPONSIBILITY FOR THE •

34 to consolidated financialstatements. we evaluating theadequacy of disclosures given inNote indicative of management bias;and recorded duringthe year to determine if they were open litigation; verifying correspondence, orders inrespect andappeals of Company; making enquiries thein-houselegalcounselwith of the report inthisregard. we are required to report that fact. We have nothing to there isamaterial misstatement of thisother information, If, basedonthe work we have performed, we conclude that • throughoutthe audit. We also: professional judgment andmaintain professional skepticism As partofin accordance anaudit SAs,with we exercise financial statements. decisions of users taken on the basis of these consolidated could reasonably be expected to influence theeconomic considered material if, individually or intheaggregate, they exists. Misstatements canarisefrom fraud or error andare SAswith will always detect amaterial misstatement when it is notbut aguarantee thatconducted anaudit inaccordance opinion. Reasonable assurance isahighlevel of assurance, or error, andto issueanauditor’s reportthat includes our are free from material misstatement, whether dueto fraud whether theconsolidated financialstatements asa whole Our objectives are to obtain reasonable assurance about CONSOLIDATED FINANCIAL STATEMENTS AUDITOR’S RESPONSIBILITIESFOR THE AUDIT OF THE reporting process of theGroup. in theGroupis alsoresponsible for overseeing thefinancial The respective Board of Directors of the companies included has norealistic alternativeto but doso. intends to liquidate theCompany or to cease operations, or going concern basisof accounting unlessmanagement either mattersapplicable, related to going concern andusingthe ability to continue as agoing concern, disclosing,as management isresponsible for assessingtheCompany’s In preparing theconsolidated financialstatements, material misstatement, whether dueto fraud or error. statements that give atrueandfair view andare free from preparation andpresentation of theconsolidated financial and completeness of theaccountingrecords, relevantto the that were operating effectively for ensuringtheaccuracy error, asfraud may involve collusion, forgery, intentional resulting from fraud ishigher thanfor oneresulting from opinion. The riskof not detecting amaterial misstatement is sufficient andappropriate to provide abasisfor our responsive to those risks, and obtain auditevidence that to fraud or error, designandperformprocedures audit of theconsolidated financial statements, whether due Identify andassesstherisksof material misstatement a reasonably knowledgeable user of thefinancial statements aggregate, makesprobable it thatthe economic decisionsof consolidated financialstatements that, individually or in Materiality of isthemagnitude misstatements inthe • • • • • financial statements. statements of entities such includedintheconsolidated andperformancesupervision ofof theaudit thefinancial financial statements. We are responsible for thedirection, theGroupwithin to express anopinionontheconsolidated financial information of theentities or businessactivities Obtain sufficient appropriate audit evidence regarding the events inamanner that achieves fair presentation. statements representthe underlyingtransactions and disclosures, and whether theconsolidated financial of theconsolidated financial statements, includingthe Evaluate theoverall presentation, structure andcontent the Groupto cease to continue asagoing concern. report. However, future events or conditions may cause audit evidence obtained upto the date of our auditor’s to modify our opinion. Our conclusions are basedonthe financial statements or, if disclosures such are inadequate, reportto therelated disclosures intheconsolidated exists, we are required to draw attention inour auditor’s a going concern. If we conclude that a material uncertainty significant doubt ontheability of the Groupto continue as exists related to events or conditions that may cast evidenceaudit obtained, whether amaterial uncertainty the going concern basis of accounting and,basedonthe Conclude ontheappropriateness of management’s useof related disclosures madeby management. and the reasonableness of accounting estimates and Evaluate theappropriateness of accounting used policies operating effectiveness of controls. such adequate internal financialcontrols system inplace andthe companies which are companies incorporated inIndia, has our opinionon whether theCompany anditssubsidiary 143(3)(i) of the Act, we are alsoresponsible for expressing thatare appropriate inthecircumstances. Under section relevant to the audit in order to design audit procedures Obtain anunderstanding of internal financialcontrols control. omissions, misrepresentations, or theoverride of internal

159 Annual Report 2019-20 160 VIVIMED LABS LIMITED section 143of the Act,in sofar asitrelates to the aforesaid subsidiaries, andour report interms of subsection(3)of to theamounts anddisclosures includedinrespect of these the consolidated financialstatements, insofarrelates asit submitted to usby theManagement andour opinionon financial statements/financial information are prepared and considered intheconsolidated financialstatements. These of of financial information reflecttotal assets before elimination information of 15 subsidiaries, whose financial statements / We didnot auditthefinancialstatements /financial OTHER MATTERS: benefits of communication. such wouldreasonably beexpected to outweigh interest thepublic our report becausetheadverse consequences of doingso we determine that a matter shouldnot becommunicated in the matterabout or when, inextremely rare circumstances, report unlesslaw or regulation precludes disclosure public matters.audit We describethesematters inour auditor’s statements of thecurrentperiod andare therefore the key most significanceof intheaudit theconsolidated financial governance, we determine thosematters that were of From thematters communicated thosechargedwith with where related applicable, safeguards. reasonably bethought to bear onour independence, and them allrelationshipswith andother matters thatmay requirements regarding independence, andto communicate statementthat we have complied relevantwith ethical We alsoprovide thosecharged governancewith a with during our audit. any significant deficiencies ininternal control that we identify oftiming and significant theaudit findings, including audit regarding, amongother matters, theplannedscope and We communicate thosechargedwith governancewith financial statements. evaluate theeffectof any identified misstatements inthe work and in evaluating the results of our work; and (ii) to qualitative factors in:(i)planningthescope of our audit may beinfluenced. We consider quantitative materiality and `27,797.47 Millions as at 31 March 2020, total revenues `8,758.09 Millions for the year endedonthat date, as 1. REQUIREMENTS REPORT ONOTHER LEGAL AND REGULATORY provided by theManagement. subsidiaries isbasedsolely onthe reports andinformation f) e) d) c) b) a) audit we report that: As required by Section 143(3) of the Act, basedonour adequacy and operating effectiveness of the internal Our report expresses anunmodifiedopinionon the reports of theCompany anditssubsidiary companies. Reportin “Annexure A” which isbasedonthe Auditor’s effectiveness of controls,such refer to our separate controls over financialreporting andtheoperating With respect to theadequacy of theinternal financial Section 164(2)of the Act. from being appointed asadirector in terms of companies isdisqualifiedasonMarch 31,2020 its subsidiaries,noneof thedirectors of thegroup record by theBoard of Directors of thecompany and from thedirectors asonMarch 31,2020taken on On thebasisof the written representations received Companies (Accounts) Rules,2014. Section 133of the Act, read with Rule 7of the statements comply theIndwith AS specifiedunder In our opinion,theaforesaid consolidated financial statements. ofpurpose preparation of theconsolidated financial the with relevant books of account maintained for the Cash Flow dealt bywith thisReportare inagreement Changes inEquity andtheConsolidated Statement of Comprehensive Income), Consolidated Statementof Statement of Profit and Loss (including Other The Consolidated Balance Sheet, theConsolidated far asitappears from our examination of thosebooks. consolidated financialstatements have beenkeptso by law relating to preparation of theaforesaid In our opinion,proper booksof account asrequired the aforesaid consolidated financialstatements. belief were necessary for of thepurposes ourof audit explanations which to thebestof our knowledge and We have sought andobtained alltheinformation and h) In our opinionandtoof thebest our information and g) i. to us: information andaccording to theexplanations given amended inour opinionandto thebestof our the Companies (Auditand Auditors) Rules, 2014,as the Auditor’s Reportin accordance Rulewith 11of With respectto theother matters to beincludedin of section197of the Act. during the year is in accordance the with provisions remuneration paidby theCompany to its directors according to theexplanations given to us,the amended: requirements of section197(16) of the Act, as in the Auditor’s Report inaccordance the with With respectto theother matters to beincluded companies, for reasons stated therein. financial controls over financialreporting of those consolidated financialpositionof theGroup. the impactof pending litigations on the The consolidated financial statements disclose Date: 25-07-2020 Place: Hyderabad Partner iii. ii. and itssubsidiary companies. Education andProtection Fund by theCompany required to betransferred, to theInvestor There hasbeennodelay intransferring amounts, contracts includingderivative contracts. material foreseeable losses,if any, onlongterm lawapplicable or accounting standards, for financial statements, as required under the Provision hasbeenmadeintheconsolidated

UDIN: 20203605AAAADR4833 UDIN: Chartered Accountants For For P CN&Associates K Gopala Krishna FRN : 016016S FRN M.No: 203605 Sd/-

161 Annual Report 2019-20 162 VIVIMED LABS LIMITED the Companies Act, 2013. preparation of reliable financialinformation, asrequired under and completeness of theaccounting records, andthetimely prevention anddetection of frauds anderrors, theaccuracy company’s the policies, safeguarding of its assets, the conductof itsbusiness,includingadherence to respective operating effectively for ensuringtheorderly andefficient maintenance of adequate internal financialcontrols that were responsibilities includethedesign,implementation and by theInstitute of Chartered Accountants of India. These Internal Financial Controls Over Financial Reporting issued internal control stated intheGuidance Note on Auditof Companies considering theessential components of financial reporting criteria establishedby therespective internal financialcontrols basedonthe internal control over companies are responsible for establishingandmaintaining The Board of Directors of theCompany anditssubsidiary FINANCIAL CONTROLS MANAGEMENT’S RESPONSIBILITY FOR INTERNAL are companies incorporated inIndia, asof that date. referred to as“Company”) anditssubsidiary companies, which financial reporting ofLIMITED (herein VIVIMEDLABS after 31, 2020, we have audited the internal financial controls over statements of theCompany asof andfor the year endedMarch In conjunction ourwith of audit theconsolidated financial ACT, 2013(“THE ACT”) COMPANIES THE OF 143 SECTION OF OF 3 (I) SUB-SECTION CLAUSE UNDER REPORTING FINANCIAL OVER REPORT ON THE INTERNAL FINANCIAL CONTROLS VIVIMEDLABSLIMITEDofof even date) (Referred to inparagraph 1(f) under ‘Reporton Other Legal andRegulatory Requirements’ sectionof our report to theMembers Report Independent Auditor’s Annexure “A” to the whether dueto fraud or error. the risksof material misstatementof thefinancialstatements, depend on the auditor’s judgment, including the assessment of control basedontheassessedrisk. The procedures selected evaluating thedesignandoperating effectiveness of internal the riskthata material weakness exists, andtesting and internal financialcontrols over financial reporting, assessing financial reporting includedobtaining anunderstanding of effectiveness. Ourof audit internal financial controls over controls system over financialreporting andtheir operating evidence about the adequacy of the internal financial Our auditinvolves performing procedures to obtain audit effectively inallmaterial respects. was established andmaintained andif controls such operated adequate internal financialcontrols over financialreporting tothe audit obtain reasonable assurance about whether we comply ethicalwith requirements andplanperform controls. Those Standards andtheGuidance Note require that 2013, to theextent to applicable of an audit internal financial prescribed under Section143(10) of theCompanies Act, Chartered Accountants of India andtheStandards on Auditing Reporting (the “Guidance Note”) issuedby theInstitute of Note on Auditof Internal Financial Controls Over Financial conducted ourin accordance audit theGuidancewith and itssubsidiary companies basedonour audit. We financial controls over financialreporting of theCompany Our responsibility isto express an opinionontheinternal AUDITOR’S RESPONSIBILITY of collusion or improper management override of controls, controls over financialreporting, includingthepossibility Because of theinherentlimitations of internal financial CONTROLS OVER FINANCIAL REPORTING INHERENT LIMITATIONS OF INTERNAL FINANCIAL effect onthefinancialstatements. disposition of thecompany’s assets thatcould have amaterial or timely detection of unauthorized acquisition, use, or and(3)provide reasonable assurance regarding prevention authorizations of management anddirectors of thecompany; of thecompany are beingmadeonly inaccordance with accounting principles, and that receipts and expenditures of financialstatements inaccordance generallywith accepted transactions are recorded as necessary to permit preparation assets of thecompany; (2)provide reasonable assurance that and fairly reflect the transactions and dispositions of the maintenance of records that,in reasonable detail, accurately includes thosepoliciesandprocedures that (1)pertainto the company’s internal financialcontrol over financialreporting accordance generallywith accepted accounting principles. A preparation of financialstatements for external in purposes regarding thereliability of financialreporting and the is aprocess designedto provide reasonable assurance A company’s internal financialcontrol over reporting financial FINANCIAL REPORTING MEANING OF INTERNAL FINANCIAL CONTROLS OVER reporting of theCompany anditsSubsidiary Companies. opinion on the internal financial controls system over financial sufficient andappropriate to provide abasisfor our audit We believe thatevidencethe audit we have obtained, is Date: 25-07-2020 Place: Hyderabad Partner issued by theInstitute of Chartered Accountants of India. Auditof Internal Financial Controls Over Financial Reporting components of internal control stated in the Guidance Note on by the respective companies considering the essential internal control over financialreporting criteria established operating effectively asat March 31, 2020,basedonthe internal financialcontrols over financialreporting were financial controls system over financialreporting andsuch companies, have, inallmaterial respects, anadequate internal the explanations given to theCompany us, anditssubsidiary In our opinion,to thebestof our information andaccording to OPINION orthe policies procedures may deteriorate. changes in conditions, or that thedegree of compliance with over financialreporting may become inadequate becauseof periods are subject to the risk that the internal financial control internal financialcontrols over financialreporting to future not bedetected. Also, projections of any evaluation of the material misstatements dueto error or fraud may occur and

UDIN: 20203605AAAADR4833 UDIN: Chartered Accountants For P CN&Associates For K Gopala Krishna FRN : 016016S FRN M.No: 203605 Sd/-

163 Annual Report 2019-20 164 VIVIMED LABS LIMITED as at 31March 2020 Consolidated BalanceSheet K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached The accompanying notes are an integral partof theconsolidated financialstatements. Summary of significant accounting policies Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner Bank balances other thancashandequivalents Cash andcashequivalents Trade receivables Financial assets Inventories Current assets Other non-current assets Deferred taxassets, net Investments Financial assets Other intangible assets Goodwill Capital work-in-progress Property, plant andequipment Non-current assets Assets Total equity andliabilities Total liabilities Current taxliabilities Provisions Other current liabilities Other financialliabilities Trade payables Borrowings Financial Liabilities Current liabilities Provisions Other noncurrent liabilities Other financialliabilities Borrowings Financial Liabilities Non-current liabilities Total equity Non-controlling interests Equity attributable totheowners of theCompany Other equity Instruments entirely equity innature Equity share capital Equity Equity andLiabilities Total assets Other current assets Current taxassets Others Loans

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 3 Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar 11(A) 21(A) 20(A) 19(A) 18(A) 11(B) 21(B) 20(B) 19(B) 18(B) Note 8(A) 8(B) 10 23 22 17 16 15 14 13 12 9 7 6 5 4

31March 2020 12,343.41 22,096.19 13,750.28 22,096.19 2,490.67 5,019.08 1,293.01 2,176.25 6,981.97 2,265.01 4,927.87 3,252.21 4,185.15 4,703.94 7,703.58 8,345.91 8,345.91 9,752.78 6,046.70 137.27 857.13 892.75 504.89 202.25 165.83 761.21 182.30 792.77 222.10 795.69 356.34 935.03 33.38 51.39 As at As 5.03 1.86 Sd/- M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Whole -Time Director Manohar RaoManohar Varalwar - - 31 March 2019 10,985.58 12,306.09 23,291.67 13,853.73 23,291.67 3,561.10 5,636.86 2,176.25 6,620.33 1,223.07 2,944.24 6,020.69 3,252.21 1,198.04 2,193.39 3,323.01 4,248.01 8,889.35 9,437.94 9,437.94 4,964.38 852.64 945.04 351.01 165.05 199.10 756.88 315.71 308.55 67.92 25.10 20.26 77.70 92.11 As at 1.08 8.00 - -

K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached The accompanying notes are an integral partof theconsolidated financialstatements. Summary of significant accounting policies for the year ended31March 2020 Consolidated Statement ofProfit andLoss Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner Revenue from operations Income Other income Cost of materials consumed Expenses Total income Changes ininventories and work inprogress Employee benefits expense Other operating expenses Depreciation andamortisation expense Finance costs Other expenses Current tax Tax expenses Profitbefore tax Total expense Profit/(Loss) attributable to noncontrolling interest Profit/(Loss) for the year before non-controlling interest Total taxexpense Deferred tax Re-measurement gains/(losses) ondefined benefitplan Items that will not bereclassified to profit or loss: Other comprehensive income Profit/(Loss) attributable to owners of theParent Other comprehensive income attributable to noncontrolling interest Other comprehensive income before non-controlling interest Total Income-tax effect Total comprehensive income attributable to noncontrolling interest Total comprehensive income for the year before noncontrolling interest Other comprehensive income attributable to owners of theParent Total comprehensive income attributable to owners of theParent Diluted Basic perEarnings equity share (nominal value of INR2)in

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 3 Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar Note 24 25 26 27 28 29 30 31 32 33 33 33 41

For the year ended 31 March 2020 10,587.97 10,670.55 11,765.30 (1,091.15) (1,094.75) (1,091.15) (1,080.33) (1,080.33) 4,832.44 2,333.57 2,445.56 1,102.26 (206.91) 669.46 588.92 (10.82) (41.58) (10.82) (10.82) (10.82) (12.77) (13.16) 82.58 37.99 (3.60) Sd/- Whole -Time Director M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Manohar RaoManohar Varalwar - - - - For the year ended 31 March 2019 13,151.70 13,381.31 12,720.86 5,619.12 2,417.60 2,580.96 1,197.78 (435.13) 229.61 667.90 672.62 660.45 573.65 575.74 575.74 573.65 78.03 86.80 (3.11) 8.77 2.08 2.08 6.67 6.95 2.08 1.03 - - -

165 Annual Report 2019-20 166 VIVIMED LABS LIMITED a. Equity Share Capital for the year ended31March 2020 Consolidated Statement ofChangesinEquity K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached The accompanying notes are an integral partof theconsolidated financialstatements. Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner c. Other equity b. Instruments entirely equity innature 31 March 2019 Balance asof Particulars Balance asat March 31,2019 Compulsorily convertible preference shares Balance asat March 31,2019 Ind AS Adjusntment year Additions duringthe Profit for the year Balance asat March 31,2020 Add: NIL Changes inequity share duringthe capital year 31 March 2020 Balance asof net of tax defined benefit plans, gains/ (losses) on Re-measurement income Other comprehensive subsidiaries capital reduction of Dividend paid& Balance asat March 31,2020

Securities premium 2,305.22 2,313.80 8.58 - reserve Capital Capital 8.57 8.57 General reserve 141.16 141.16 Reserves Surplus and - Revaluation reserve 380.00 380.00 - Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar adjustment currency (156.30) (156.30) Foreign - (1,091.16) Retained 3,342.04 2,240.65 earnings

(10.82) (0.59) - - No. of shares No. of shares 8,25,23,915 8,29,13,915 attributable Total equity to theown- 50,00,000 50,00,000 3,90,000 (1,091.16) Company ers of the 6,020.69 4,927.88 (10.82) (0.59) 8.58 Sd/- M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Whole -Time Director Manohar RaoManohar Varalwar - - trolling inter- Non- con est ------(1,091.16) 6,143.51 5,050.70 Amount Amount 165.05 165.83 (10.82) equity 3,252 3,252 (0.59) 0.78 Total 8.58 - -

K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached The accompanying notes are an integral partof theconsolidated financialstatements. Summary of significant accounting policies for the year ended31March 2020 Consolidated Statement ofCashFlows Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner Profit before tax flowsI. Cash from operating activities Depreciation of tangibleassets Adjustments to reconcile profitbefore taxto net cashflows: Amoritsation of intangible assets Finance costs (includingfair value change infinancialinstruments) Operating profitbefore working changes capital Trade receivables Adjustment for (increase)/decrease inoperating assets Changes in working capital: Inventories Loans -current Other assets Trade payables Adjustment for (increase)/decrease inoperating liabilities Other financialliabilities Other liabilities Provisions Cash generatedCash from operations Income taxes paid Net generated cash from/(used in) operating activities (including capital (including capital work inprogress), net Proceeds from sale/(Purchase of) property, plantand equipment and intangibles flowsII. Cash from investing activities Investments madeduringthe year Net usedininvesting cash activities Dividend paid&saleof subsidiaries Movement innon-controling interest Share issueproceeds flowsIII. Cash from financingactivities Proceeds from/(repayment of) long-term borrowings, net Proceeds from/(repayment of) short-term borrowings, net Interest paid Net provided cash by financingactivities Net increase equivalents andcash incash (I+II+III) Cash and cash equivalents andcash Cash at thebeginningof the year Cash and cash equivalents andcash Cash at theendof the year (refer note below) Cash onhand Cash andcashequivalents comprise: Note: - incurrent accounts Balances banks: with

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 3 Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar

For the year ended 31 March 2020 (1,960.10) (1,094.75) (1,128.08) 1,070.43 (679.23) (771.22) (199.37) (832.02) (440.15) (504.89) (589.51) 438.73 230.63 589.51 617.78 451.28 185.03 455.93 862.14 164.13 498.46 994.97 795.60 724.35 504.89 (35.89) (13.57) 945.04 (7.34) 9.36 6.42 Sd/- Whole -Time Director M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Manohar RaoManohar Varalwar For the year ended 31 March 2019 (3,377.95) (3,172.77) 1,287.46 2,000.97 4,371.26 4,221.38 (806.80) (235.20) (888.72) (149.88) (890.61) (528.60) (672.62) 660.45 403.71 264.19 672.62 924.30 870.18 223.78 996.04 941.62 990.33 945.04 945.04 (45.29) 90.26 16.30 1.89 3.42 -

167 Annual Report 2019-20 168 VIVIMED LABS LIMITED 2.1 2 1 for the year ended31March 2020 Notes to Consolidated financialstatements 2.3 Name of investee Vivimed LabsUSA INC. Vivimed Holdings Limited Vivimed Specialty ChemicalsPrivate Limited Finoso Pharma Private Limited Vivimed LabsMauritius Limited Vivimed LabsUKLimited UQUIFA India Private Limited Vivimed LabsSpain S.L. Union Quimico Farmaceutica S.A.U Holliday International Limited Uquifa Mexico S.A.deC.V. Uquifa Sciences (Mascarene) Ltd Soneas ChemicalsLtd Soneas Research Ltd The financialstatements have beenprepared in Statement of Compliance STATEMENTS BASIS OF PREPARATION OF FINANCIAL (BSE). Stock Exchange (NSE)andtheBombay Stock Exchange manufacturing. The Company islisted intheNational Specialty ChemicalsandRetail Branded Formulation Ingredients, Finished CDMO Dosage Formulation, engaged intheBusiness of Active Pharmaceuticals office at Bidder, India. The Company isprimarily Company incorporated inIndia, having itsregistered Ivied Labs Limited (‘the Company’) is a Public Limited GENERAL INFORMATION (i) Basis of consolidation

the financialstatements of theParent Company The consolidated financialstatements incorporate Relationship Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Step down Subsidiary Step down Subsidiary Step down Subsidiary Step down Subsidiary Step down Subsidiary Step down Subsidiary Step down Subsidiary Step down Subsidiary Step down Subsidiary 2.2 the tablebelow: includes subsidiariesandstepdown subsidiaries listed in The consolidated financial statements of theGroup Group information the Company’s Board of Directors on July 25,2020. The financialstatements were authorisedfor issueby at theCompany's annualreporting date, 31March 2020. Indian Accounting Standards (Ind AS) thatare effective Company asgoing concern onthebasisof relevant These financialstatements have beenprepared for the (the ‘Act’) andother relevant provisions of the Act. 2015 notified under Section 133of Companies Act2013 per theCompanies (Indian Accounting Standards) Rules accordance Indianwith Accounting Standards (Ind AS) as Parent Company together its subsidiaries with Parent Company is treated as subsidiary. The which is, directly or indirectly, controlled by the and itssubsidiaries.For anentity thispurpose, incorporation Country of Mauritius Mauritius Hungary Hungary Mexico Spain Spain India India India India USA USA UK UK voting rights Percentage of ownership/ 31 March 20 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 31 March 19 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2.4 forming partof theconsolidated financialstatments Notes to data, unlessotherwise stated. All amounts are inIndian Rupee millionsexcept share operates. primary economic environment in which the entity Functional currency of anentity isthecurrency of the millions, currencywhich isthefunctional of theGroup. The financialstatements are presented inIndian rupees Functional andpresentation currency (iii) (ii)

statements. manner asParent Company’s standalonefinancial presented to theextent possible,inthesame The consolidated financial statements have been adopted the policies with by theParent Company. have beenharmonisedto ensure theconsistency consolidation. The accounting of policies subsidiaries on intra-Grouptransactions are eliminated on income, expenses andunrealised profits/losses and expenses. All intra-Groupassets, liabilities, together thelike items of assets, liabilities,income Company anditssubsidiary line-by-line by adding Groupcombines financialstatements of theParent The consolidated financial statements of the ceases to control thesubsidiary. when theParent Company, directly or indirectly, directly or indirectly, gainscontrol until thedate Profitand Loss from thedate theParent Company, year are includedintheconsolidated Statement of a subsidiary acquired or disposedoff duringthe control of thesubsidiary. Income andexpenses of the Parent Company, directly or indirectly, loses control over thesubsidiary andceases when Parent Company, directly or indirectly, obtains Consolidation of asubsidiary begins when the ability to useitspower to affect itsreturns. from itsinvolvement theinvesteewith andhasthe over theinvestee, isexposed to variable returns ParentCompany, directly or indirectly, haspower constitute theGroup.Control exists when the

2.6 2.5 b) a) the following criteria: A liability isclassifiedascurrent when itsatisfies any of Liabilities: d) c) b) a) the following criteria: An assetis classifiedascurrent satisfieswhen it any of Assets: III to theCompanies Act, 2013. operating cycle andother criteria setin theSchedule out current or non-current as per the Group’s normal All theassets andliabilitieshave beenclassifiedas Operating cycle • • • of financialposition: except for the following material items in the statement the historical cost convention andonanaccrual basis, These financialstatements have beenprepared on Basis of measurement

it isheldprimarily for of thepurpose being traded; operating cycle; it isexpected to besettled intheGroup’s normal at leasttwelve months after thereporting date. from being exchanged or usedto settle aliability for is cash orit cashequivalentis restrictedunless it after thereporting date; or it isexpected to berealized within twelve months it isheldprimarily for of thepurpose beingtraded; cycle; or consumption in,theGroup’s normaloperating is expectedit to berealized in,or isintended for sale using theeffective interest rate method. long term borrowings are measured atamortized cost the present value of thedefined benefitobligation; assets, gainsand losses,lessactuarial plusactuarial recognized asthenet total of thefair value of plan employee defined benefitassets/(liability) are fair value; certain financial assets and liabilities are measured at

169 Annual Report 2019-20 170 VIVIMED LABS LIMITED 2.7 forming partof theconsolidated financialstatments Notes to d) losses thatare considered probable, anestimated loss by third partiesandother contingencies. For contingent On anongoing basis,Groupreviews pendingcases,claims Provision andcontingent liability recognised inthefinancialstatements: and thathave significant themost effect on theamounts the process of theGroup’s applying accounting policies judgementscritical that themanagementhas madein The following are theareas of estimation uncertainty and affects both current andfuture periods. period of therevision andfuture periodsif therevision revised if therevision affects only that period, or inthe are recognised intheperiod which theestimate is on anongoing basis.Revisions to accounting estimates The estimates and assumptionsunderlying are reviewed Actual results may differ from theseestimates. other factors thatare considered to berelevant. assumptions are based on historical experience and from other sources. The estimates andassociated assets andliabilitiesthat are not readily apparent and assumptionsthe carryingamounts about of Group are required to make judgements, estimates which are describedinnote 3, themanagementof the In theapplication of theGroup’s accounting policies, of sources estimation uncertainty key and judgements accounting Critical c)

reporting date; or is duetoit besettled twelvewithin months after the other assets/ liabilitiesare classifiedasnon-current. of non-current assets/ liabilitiesrespectively. All Currentassets/ liabilitiesincludethecurrentportion equity instruments donot affect itsclassification. counterparty, resultin itssettlement by theissueof of aliability that could, at theoption of the twelve months after thereporting date. Terms to defer settlement of the liability for at least the Groupdoes not have anunconditional right 2.8 hierarchy, thenthe fair value measurement iscategorised or aliability fall into differentlevels of thefair value If usedto theinputs measure thefair value of anasset the Groupuses observable market data asfar aspossible. When measuringthefair value of anasset or aliability, – – – techniques asfollows: value hierarchyused inthe basedontheinputs valuation Fair values are categorised into different levels inafair both assets financialandnon-financial andliabilities. disclosures require themeasurement of fair values, for A number of the Group’s accounting and policies Measurement of fair values previousto year. is nosignificantchange intheusefullives ascompared expected utility of theassets to theGroup.Further, there managementassessed that the useful lives representthe assets ateach reporting. As atMarch 31,2019 Management reviews the useful lives of depreciable Usefullives of depreciable assets received or receivable. the contingency hasbeenresolvedamountsand are statements. Gain contingencies are notrecognized until of which isremote are notdisclosed inthefinancial the financialstatements. Contingencies thelikelihood provided for disclosedasContingent but liabilities in Contingencies that are considered possibleare not is recorded asanaccrual infinancialstatements. Loss

inputs). based onobservable market data (unobservable Levelfor 3:inputs theassetor liability thatare not from prices). either directly (i.e. as prices) or indirectly (i.e.derived Level 1that are observable for theasset or liability, Level other 2:inputs thanquoted prices includedin for identical assets or liabilities. Level 1:quoted prices (unadjusted) inactive markets

forming partof theconsolidated financialstatments Notes to 3.1 3 • • • • • receive inexchange of thoseproducts or services. reflectthe consideration which theCompany expects to products or services to customer inanamount that Revenue isrecognised transfer upon of promised the Company isinsignificant. adoption of the standard on the financial statements of Ind AS 115replaces Ind AS 18Revenue. The impactof the whether, how and much when revenue isto berecognised. establishes acomprehensive framework for determining AS 115:Revenue from Contracts with Customers which Effective April 1,2018,theCompany Ind hasapplied Revenue recognition SIGNIFICANT ACCOUNTING POLICIES during which thechange hasoccurred. fair value hierarchy at theendof thereporting period The Group recognises transfers between levels of the measurement. as thelowestlevel that input is significant to theentire in its entirety in the same level of the fair value hierarchy

transaction. on sale/redemption oninvestmenton trade date of value of investmentis recognised asprofitor loss Difference between the sale price and carrying when shareholders approve thedividend. receive theincome isestablished, which is generally Dividend income isaccounted for when therightto ultimate collection of therelevant export proceeds where there isnosignificant uncertainty regarding the is establishedinrespectof theexports madeand right to receive credit asper theterms of thescheme Export incentives are recognised as income when the Revenue from thesaleof goods includesexcise duty. of ownership of thegoods soldare transferred. are recognised when allsignificantrisks andrewards amount of discounts, volume rebates and VAT/ GST received or receivable takinginto account the Revenue ismeasured atthe fair value of consideration 3.2 the Group’s incremental borrowing rate. imputed finance cost on the liability is recognised using the liability is reduced as payments are made and an to thefair value of theunderlyingasset; subsequently, assetand aliability are recognised atan amount equal impracticable to separate thepayments reliably, thenan If theGroup concludes for afinance leasethat itis elements onthebasisof their relative fair values. arrangement into thosefor theleaseandthosefor other a payments and other consideration required by the arrangementthat contains alease,theGroupseparates contains alease. Atinception or onreassessment of an Groupdetermines whether theabove arrangement isor Further, at theinception of above arrangement, the expected inflationary cost increases. expected general inflation to compensate for thelessor’s paymentssuch are structured to increase in line the with loss onastraight-line basisover theterm of leaseunless recognised asanexpense inthestatement of profitand Lease payments under operating leaseare generally not recognized inthebalance sheet. substantially alltherisksandreward of ownershipare lower. Assets heldunder leasesthat donot transfer payments at theinception of thelease, whichever is of the asset or present value of the lease minimum finance leases.Such assets are capitalized atfair value all therisksandrewards of ownership are classifiedas Leases under which the Group substantially assumes classified asoperating leases. rewards of ownership to the lessee. All other leases are terms of theleasetransfer substantially alltherisksand Leases are classifiedasfinance leases whenever the Leases •

carrying amount oninitialrecognition. expected life of thefinancialassetto thatasset’s net discounts estimated future cashreceipts through the interest rate applicable, which istherate that exactly to andat theprincipaloutstanding theeffective Interest income isaccrued on,timebasis,by reference

171 Annual Report 2019-20 172 VIVIMED LABS LIMITED 3.5 3.4 3.3 forming partof theconsolidated financialstatments Notes to tax. Income tax expense isrecognized intheincome Income tax expense consists of current anddeferred Taxation regarded asanadjustment to theInterest cost. from foreign currency borrowings to theextentthey are borrowing of andexchange funds difference arising of discounts, ancillary costs incurred inconnection with Borrowing cost includesinterest expense, amortization they are incurred. costs are recognised asanexpense intheperiod which totime getready for itsintended use. All other borrowing is anasset that necessarily takes asubstantial periodof borrowing costs are beingincurred. A asset qualifying such timetheassettill is ready for itsintended useand assetare capitalizedof aspart thecostof asset such acquisition, construction or production of a qualifying Specific borrowing costs thatare attributable to the Borrowing costs loss intheperiod which they arise. differences onmonetary items are recognised inprofitor cost inaforeign currency are not retranslated. Exchange monetary items that are measured interms of historical retranslated at the rates prevailing at that date. Non- monetary items denominated in foreign currencies are transactions. Atthe endof eachreporting period, atthe rates of exchange prevailing atthe dates of the currencyfunctional (foreign currencies) are recognised transactions in currencies other thanthe Group’s In preparing thefinancialstatements of theGroup, Foreign currencies remaining balance of theliability. to produce a constant periodic rate of interest on the is allocated to eachperiodduringtheleaseterm soas reduction of liability. theoutstanding The finance charge are between apportioned thefinance charge andthe Minimum leasepayments madeunder finance leases

Deferred taxassets are reviewed ateach reporting against which thetemporary difference canbeutilized. is probable that future taxableprofits will be available A deferred tax asset isrecognized to theextent that it and liabilities will berealized simultaneously. tax liabilitiesandassets onanet basisor their taxassets different taxentities,they but intend to settle current the sametaxauthority onthesametaxableentity, or on and assets, andthey relate to income taxes levied by legally enforceable right to offset current taxliabilities Deferred tax assets and liabilities are offset if there is a enacted or substantively enacted by thereporting date. when they reverse, basedonthelaws thathave been are expected to be toapplied the temporary differences goodwill. Deferred taxismeasured atthe taxrates that differences theinitialrecognition arisingupon of reverse intheforeseeable future; andtaxabletemporary entities to theextent that itisprobable that they will not to investments insubsidiariesandjointly controlled accounting nor taxableprofit; differences relating is not abusinesscombination andthat affects neither recognition of assets or liabilitiesinatransaction that for thefollowing temporary differences: theinitial for taxation Deferred purposes. taxisnot recognized financial reporting and purposes the amounts used the carryingamounts of assets andliabilitiesfor method, providing for temporary differences between Deferred taxisrecognized usingthebalance sheet Deferred tax adjustment to taxpayable inrespect of previous years. substantively enacted atthe reporting date, andany income for the year, using tax rates enacted or Current taxistheexpected taxpayable onthetaxable Current tax recognized inequity. items recognized directly inequity, in is which caseit statement except to theextent that itrelates to forming partof theconsolidated financialstatments Notes to 3.7 3.6 If significant partsof anitem of have PPE different useful the costs are incurred. to theStatement of Profitand Loss intheperiod which operation, asrepairs such andmaintenance, are charged Expenditure incurred after have thePPE into beenput depreciation andaccumulated impairmentlosses, if any. expected costs of decommissioning, lessaccumulated use, includingrelevantborrowing costs and any asset to working condition andlocation for itsintended taxes, andany directly attributable costs of bringingan andnon-refundableincluding importduties purchase The initialcost of comprises PPE its purchase price, Freehold landisnot depreciated. accumulated depreciation andaccumulated impairment. or administrative arepurposes stated at cost less in theproduction or supply of goods or services, Freehold landandbuildings(property) heldfor use Property, plant andequipment the net profitper share. only if their conversion to equity shares woulddecrease shares. Potential equity shares are deemedto bedilutive issued ontheconversion of alldilutive potential equity average number of equity shares which couldhave been for derivingbasicearningsper share andthe weighted weighted average number of equity shares considered relating to thedilutive potential equity shares, by the net profit attributable to equity shareholders for the year Diluted earningsper share iscomputed by dividingthe number of equity shares duringthe outstanding year. equity shareholders for theperiodby the weighted average share iscomputed by dividing thenet profitattributable to data(“EPS”) for itsordinary shares. The basicearningsper The Grouppresents basicanddiluted earningsper share perEarnings share probable that therelated taxbenefit will berealized. date andare reduced to theextent that itisnolonger 3.9 3.8 commercial production. Depreciation ondeductions/ in caseof Projects from thedate of commencementof basis from themonth of installation or acquisition and Depreciation onadditionsisprovided onapro-rata as prescribed inSchedule IIto the Act. Groupdepreciates itsfixed assets over theuseful lives separately assessed thelife of major components. The The Group hascomponentised andhas itsPPE Group. units expected to beobtained from theasset by the use by theGroup, or thenumber of production or similar period over isexpectedwhich PPE to be available for estimated residual value. The usefullife of isthe PPE Depreciable amountfor isthecost PPE of lessits PPE assessment. prescribed inSchedule IIto the Actor asper technical provided onastraight-line basisover theusefullives as depreciable amount of over PPE its useful life and is Depreciation is the systematic allocation of the Depreciation Capital Advances under “Other non-current Assets”. at outstanding PPE eachreporting date are disclosedas Advances given towards acquisition or construction of respective onthecompletion PPE of their construction. Work-in-Progress, andthesameisallocated to the or acquisition of isincludedunder PPE) qualifying Capital financing cost related to borrowed for funds construction Expenditure during construction period(including Expenditure duringconstruction period Property, Plant andEquipment. meetthe definition of asspecifiedinInd PPE AS 16– and service equipment are classifiedasPPE when they Material items asspare such parts,stand-by equipment (major components) of PPE. lives, thenthey are accounted for as separate items

173 Annual Report 2019-20 174 VIVIMED LABS LIMITED forming partof theconsolidated financialstatments Notes to 3.11 3.10 • • and condition are accounted for asfollows: incurred inbringingeachproductto itspresentlocation “Weighted average” basisandnetrealisable value. Costs Inventories are valued atlower of cost,determined on Inventories expected future cashflows from theasset. maintenance expenditures required to obtain the and known technological advances) andthelevel of economic factors (such asthestability of theindustry effects of obsolescence, demand,competition andother asset is based on a number of factors including the The estimated usefullife of an identifiable intangible Amortization for use. a straight-line basis,from thedate that they are available amortized over their respective estimated usefullives on amortization andimpairment.Intangible assets are Intangible assets are stated at cost lessaccumulated Intangible assets amortisation and of deduction/disposal. disposals isprovided onapro-ratato basisup thedate

in-trade: Work-in- progressfinished goods (WIP), andstock- materials: Raw materials, storesfuel, & spare parts and packing inventories to their present location andcondition. of conversion andother costs incurred in bringingthe goods and WIPincludes cost of raw materials, cost Valued atlower of costand NRV. Costof Finished determined onFIFO basis. used, are expected to besoldator above cost.Cost is at cost, if the finished products, in which they will be However, theseitems are considered to berealisable Valued at lower of cost andnet realisable value (NRV). 3.15 3.14 3.13 3.12 money to and therisksspecific theassetor thecash- reflects current market assessments of thetime value of their present value usingapre-tax discountrate that use, theestimated future cashflows are discounted to and itsfair value lesscosts to sell.In assessing value in unit (as defined below) isthegreater of its value inuse The recoverable amount of an asset or cash-generating exists, thentheasset’s recoverable amount isestimated. any indication of impairment. If any indication such ateach reporting date to determine whether there is assets, inventories anddeferred taxassets are reviewed The carryingamounts of theGroup’s non-financial Impairment of nonfinancialassets expected usefullife of theasset. recognised in the statement of profit andlossover the assetand thegrant are accounted atfair value and Where theGroupreceives non-monetary grants, the and allattached conditions be compliedwill with. reasonable assurance that thegrant will bereceived Government grants are recognised where there is Government grants form anintegral partof anentity’s cashmanagement. are classifiedaspartof cashandequivalent, asthey ofactivities the Group are segregated. Bank overdrafts The cashflows from operating, investing andfinancing or accruals ofor past future cashreceipts or payments. of transactions of nature anon-cash andany deferrals whereby net profitbefore taxisadjusted for theeffects Cash flows are reported usingtheindirectmethod, flowCash statement commitments. are heldfor of thepurpose meeting short-term cash subject to insignificant riskof changes in value and banks that are readily convertible into cash which are cash at bankand in hand and short-term deposits with Cash andcashequivalents inthe Balance Sheet comprise equivalents andcash Cash forming partof theconsolidated financialstatments Notes to 3.16 which services are rendered by theemployee. basis of theamount paidor payable for theperiodduring costs assalaries,bonusetc. such isrecognized onthe Short-term employee benefits comprise of employee Short-term employee benefits Employee benefits estimates usedto determine therecoverable amount. and reversed if there hasbeen afavorable change inthe impairmentloss isrecognized intheincome statement, amountof investment itscarryingamount.with An investee ismeasured by comparing therecoverable An impairment lossinrespect of equity accounted investment inanassociate may beimpaired. single asset when there isobjective evidence thatthe investmentin anassociate istested for impairmentas a impairmentseparately. Instead, theentire amountof the not recognized separately, andtherefore isnot tested for the carryingamount of aninvestment inanassociate is loss hadbeenrecognized. Goodwill thatforms of part net of depreciation or amortization, if noimpairment the carryingamount that would have beendetermined, extent that theasset’s carryingamount doesnot exceed amount. An impairment lossisreversed only to the in theestimates usedto determine therecoverable impairmentloss isreversed if there hasbeenachange thatthe losshasdecreased or nolonger exists. An are assessedateach reporting date for any indications amount. Impairment lossesrecognized inprior periods assetor itscash-generatingis lower unit thanitscarrying statement if theestimated recoverable amount of an An impairment lossisrecognized intheincome assets or groups of assets (the “cash-generating unit”). that are largely independent of thecashinflows of other assets that generates cashinflows from continuing use assets are grouped together intogroup thesmallest of generatingFor unit. of thepurpose impairmenttesting,

without realistic without possibility of withdrawal, to aformal when theCompany isdemonstrably committed, Termination benefits are recognized asanexpense Termination benefits which they arise. to equity inother comprehensive income intheperiod changes assumptions inactuarial are charged or credited and lossesarisingfrom experience adjustments and benefitexpense intheincome statement. Actuarial gains value of planassets. This costis includedinemployee balance of thedefined benefitobligation andthefair is calculated by thediscount applying rate to thenet recognized immediately in income. The netinterest cost curtailments andsettlements. Past service costs are employee service inthecurrent year, benefitchanges, increase in the defined benefit obligation resulting from statement inemployee benefitexpense, reflects the of the defined benefit plan, recognized in theincome on governmentbonds are used. The currentservice cost there is no deep market in bonds, such the market rates related defined benefitobligation. In countries where have terms to maturity approximating to theterms of the the currency in which thebenefits will bepaid,andthat of high-quality corporate bonds that are denominated in the estimated future cashoutflows usinginterestrates defined benefitobligation isdetermined by discounting advice of qualifiedactuaries. The present value of the the projectedcredit unit method consistent the with other post-employmentbenefits iscalculated using The liability inrespect of defined benefitplans and Defined benefit plans contribution plan. Regional ProvidentFund Commissioner under adefined towards Provident Fund are deposited the with statement of profit andloss. The Company’s contributions employee state insurance schemesischarged to the The Company’s contributionto provident and fund Defined contribution plans

175 Annual Report 2019-20 176 VIVIMED LABS LIMITED forming partof theconsolidated financialstatments Notes to 3.18 3.17 made. of resources is remote, no provision or disclosure is obligation in respect of which the likelihood of outflow Where there isapossibleobligation or apresent probablybut will not, require anoutflow of resources. is apossibleobligation or apresentobligation thatmay, A disclosure for acontingentliability ismade when there Contingent &contingent liabilities assets of isrecognized time asafinance cost. is used,theincrease intheprovision dueto thepassage toand therisksspecific theliability. Where discounting current market assessments of thetime value of money expected future cash flows at a pre-tax rate that reflects is material, provisions are determined by discounting the the obligation. If theeffectof thetime value of money outflow of economic benefits will berequired to settle that canbeestimated reliably, anditisprobable that an the Grouphas apresent legal or constructive obligation A provision is recognized if, as a result of a pastevent, Provisions (other thanfor employee benefits) period in which they arise. recognized inthestatement of profitand lossinthe to determine itspresent value. Re-measurements are current andprevious periods. That benefitis discounted employees have earnedinreturn for their service inthe employee benefits istheamount of future benefitthat The Group’s net obligation inrespect of other longterm Other long-term employee benefits and thenumber of acceptances canbeestimated reliably. redundancy, itisprobable that theoffer will beaccepted, the Company hasmadeanoffer encouraging voluntary voluntary redundancies are recognized as an expense if voluntary redundancy. Termination benefits for benefits asaresultof anoffer madeto encourage the normal retirement date, or to provide termination detailed planto either terminate employment before 3.19 b. a. Financial instruments occurs. income are recognised intheperiod which thechange of economic benefits arise, theassetwill and related continually andif itis virtually certain that an inflow statements. However, contingentassets are assessed Contingent assets are not recognised inthefinancial designated asat FVTPL: meets both of the following conditions and isnot A financialasset ismeasured at amortisedcost if it financial assets. the Groupchanges itsbusinessmodelfor managing their initialrecognition, except if and intheperiod Financial assets are not reclassified subsequent to – FVTPL – amortisedcost; measured at On initial recognition, a financial asset isclassifiedas Financial assets: Classification andSubsequent measurement are directly attributable to itsacquisition or issue. through profit andloss(FVTPL),transaction costs that measured at fair value plus,for anitem not at fair value A asset financial or financial liability is initially added to thefair value oninitialrecognition. that are not at fair value through profitor loss,are or issuesof financialassets andfinancialliabilities costs thatare directly attributable to theacquisition initially measured attransaction price. Transaction recognition, except for trade receivables which are and liabilitiesare recognized atfair value oninitial provisions of theinstrument. All financialassets liabilities becomeswhen it aparty to thecontractual The Grouprecognizes financialassets andfinancial Recognition andInitial recognition forming partof theconsolidated financialstatments Notes to – – – – – – –

collected; and of theassets managed or thecontractual cashflows e.g. whether compensation is based on thefair value business model)andhow thoserisksare managed; model (and the financialassets held thatwithin the risksthat affect theperformance of thebusiness and reported to theGroup’s management; how theperformance of theportfolio isevaluated flows through thesaleof theassets; liabilities or expected cashoutflows or realising cash of thefinancialassets to theduration of any related particular interestrate profile, matching theduration earning contractual interest income, maintaining a include whether management’s strategy focuses on and theoperation of inpractice. thosepolicies These the stated policies and objectives for the portfolio flows; and objective isto holdassets to collectcontractual cash the assetis held abusinessmodel within whose how managers of thebusinessare compensated management. The information considered includes: business ismanaged andinformation isprovided to a portfolio level becausethisbestreflects the way the the businessmodelin which afinancialassetis heldat The Groupmakes anassessmentof theobjective of Financial assets: Business modelassessment otherwise arise. reduces anaccounting mismatch that would costat FVTPL if doingsoeliminates or significantly meets therequirements to bemeasured at amortised irrevocably designate afinancialasset that otherwise atOn FVTPL. initialrecognition, theGroupmay amortised costas describedabove are measured All financialassets notclassified asmeasured at amount outstanding. payments of principalandintereston theprincipal rise onspecifieddates to cashflows that are solely the contractual terms of thefinancialassetgive – – – – –

specified assets (e.g. non‑recourse features). terms that limitthe Group’s claimto cashflows from prepayment andextension features; and including variable interest rate features; terms that may adjustthecontractual coupon rate, oftiming cashflows; contingent events that would change theamount or assessment, theGroupconsiders: thatit would notmeet this condition. In makingthis ortiming amountof contractual cashflows such contains acontractual term thatcould change the This includes assessing whether the financial asset considers thecontractual terms of theinstrument. solely payments of principalandinterest,the Group In assessing whether thecontractual cashflows are administrative costs), as well asaprofitmargin. basic lendingrisksandcosts (e.g. liquidity riskand during aparticular periodof andfor time other associated theprincipalamountwith outstanding for the time value of money andfor the credit risk recognition. ‘Interest’ is defined as consideration defined asthefair value of thefinancialasseton initial For of thepurposes thisassessment,‘principal’ is interest cash flows are solely payments of principaland Financial assets: Assessment whether contractual fair value basisare measured at FVTPL. managed and whose performance isevaluated ona Financial assets that are held for trading or are the Group’s continuing recognition of theassets. not considered sales for this consistentpurpose, with transactions that do not qualify for derecognition are Transfers of financialassets to third partiesin expectationsfuture about salesactivity. assets inprior periods,thereasons for salesand such the frequency, volume of andtiming salesof financial

177 Annual Report 2019-20 178 VIVIMED LABS LIMITED forming partof theconsolidated financialstatments Notes to

FVTPL are measured at fair value andnet gains oninitialrecognition.such Financial liabilities at trading, oris aderivative it or itisdesignated as classified asatFVTPL ifforis classifiedasheld‑ it amortised costor FVTPL. A financialliability is Financial liabilitiesare classifiedasmeasured at measurement andgainslosses Classification,Financial liabilities: Subsequent derecognition isrecognised inprofitor loss. are recognised inprofitor loss. Any gainor losson foreign exchange gainsandlossesimpairment is reduced by impairmentlosses. Interest income, the effective interest method. The amortised cost are subsequently measured at amortisedcost using assetsFinancial assets at amortisedcost: These recognised inprofitor loss. losses, includingany interestor dividendincome, are subsequently measured at fair value. Net gains and Financial assets at FVTPL: These assets are and losses Financial assets: Subsequentmeasurement and gains insignificant at initialrecognition. criterion if thefair value of theprepayment feature is early termination) istreated asconsistent this with include reasonable additionalcompensation for unpaid) contractual(but interest(which may also represents thecontractual par amount accruedplus requires prepaymentat anamount that substantially contractual par amount,a feature that orpermits acquired at asignificant discount or premium to its of thecontract. Additionally, for afinancialasset additional compensation for early termination amount outstanding, which may includereasonable amounts of principalandintereston theprincipal prepayment amount substantially represents unpaid payments of principalandinterest criterion if the A prepayment feature isconsistent thesolelywith ‑ c. recognised inprofit. and thenew financialliability modifiedtermswith is carrying amount of thefinancialliability extinguished recognised at fair value. The difference between the a new financialliability basedonthemodifiedterms is modified terms are substantially different. In thiscase, its terms are modifiedandthecashflows under the The Groupalso derecognises afinancialliability when or expire. contractual obligations are discharged or cancelled, The Groupderecognises a financialliability when its Financial liabilities assets are not derecognised. rewards of thetransferred assets, thetransferred retains either allor substantially allof therisksand transfers assets recognised on its balance sheet, but If theGroupenters into transactions whereby it retain control of thefinancialasset. of therisksandrewards of ownership anddoesnot Groupneither transfers nor retains substantially all of thefinancialassetare transferred or in which the substantially allof therisksandrewards of ownership contractual cash flows in a transaction in which asset expire, or ittransfers therights to receive the contractual rights to thecashflows from thefinancial The Groupderecognises afinancialasset when the Financial assets Derecognition recognised inprofitor loss. profitor loss. Any gainor lossonderecognition isalso foreign exchange gains and losses are recognised in the effective interest method. Interest expense and are subsequently measured at amortisedcost using recognised inprofitor loss.Other financialliabilities and losses, including any interest expense, are forming partof theconsolidated financialstatments Notes to d. e. Offsetting – other debt securities andbankbalances for which – debtsecurities that are determined to have low expected credit losses: the following, which are measured as12month equal to lifetime expected credit losses,except for The Groupmeasures lossallowances atan amount – – – – includes thefollowing observable data: Evidence that a financial asset is credit‑ impaired cash flows of thefinancialasset have occurred. have adetrimental impactontheestimated future is ‘credit‑ impaired’ when oneor more events that income (FVOCI) are credit impaired. A financial asset securities at fair value through other comprehensive financial assets carriedat amortised cost anddebt At eachreporting date, theGroupassesses whether amortised cost; credit assets lossesonfinancial measured at The Grouprecognises lossallowances for expected Impairment asset andsettle theliability simultaneously. either to settle them onanet basisor to realise the enforceable right to set off theamounts anditintends and only when, the Group currently has a legally the netamount presented inthebalance sheet when Financial assets andfinancialliabilitiesare offset and

credit riskat thereporting date; and because of financialdifficulties. the disappearance of anactive marketfor asecurity bankruptcy or other financialreorganisation; or it isprobable that theborrower will enter otherwise; Groupon terms thatthe Group wouldnot consider the restructuring of aloanor advance by the issuer; significantfinancial difficulty of theborrower or

that theGroupexpects to receive). in accordance thecontractwith andthecashflows difference between thecashflows dueto theGroup as thepresent value of allcashshortfalls (i.e.the estimate of credit losses.Creditlosses are measured Expected creditlosses are aprobability Measurement of expected credit losses looking information. informed creditassessment and includingforward ‑ based ontheGroup’s historical experience and quantitative andqualitative information andanalysis, undue cost without or effort. This includesboth informationsupportable thatis relevant and available credit losses,theGroupconsiders reasonable and initial recognition and when estimating expected financial asset has increased significantly since When determining whether thecredit riskof a to credit risk. contractual periodover which theGroupis exposed estimating expected credit losses isthemaximum In periodconsidered allcases,themaximum when instrument islessthan12months). date (or ashorter periodif theexpected life of the that are possible 12monthswithin after thereporting expected creditlosses that result from defaultevents 12-month expected credit lossesare theportionof events over theexpected life of afinancialinstrument. credit lossesthatresult from allpossibledefault Lifetime expected creditlosses are theexpected credit losses. measured at anamount equalto lifetime expected Loss allowances for trade receivables are always increased significantly since initialrecognition. expected life of the financial instrument) has not creditrisk (i.e.theof defaultoccurring over the ‑weighted

179 Annual Report 2019-20 180 VIVIMED LABS LIMITED forming partof theconsolidated financialstatments Notes to Write-off written off (either partially or infull)to theextent The gross carryingamount of afinancialasset is amount of theassets. amortised cost are deducted from thegross carrying Loss allowances for financialassets measured at in thebalance sheet Presentation of allowance for expected credit losses due. theGroup’swith procedures for recovery of amounts subject to enforcement in activities order to comply financial assets thatare written off couldbe still repay theamountsto subject the writeoff.‑ However, of income that could generate sufficient cashflows to the trade receivable does not have assets or sources generally thecase when theGroupdetermines that thatthere isnorealistic prospectof recovery. This is Notes to forming part of the consolidated financial statments

4 Property, plant and equipment (All amounts in Indian Rupees millions, except share data and where otherwise stated)

Particulars Land Build- Plant Electrical Labo- Office Com- Furni- Vehi- Books Lease- Total ings and Ma- equip- ratory equip- puters ture cles and hold chinery ment equip- ment Perio- improve- ment dicals ments Gross Carrying amount At March 31, 2019 1,517.60 2,268.49 3,941.59 54.56 167.03 36.56 58.91 63.82 46.39 0.29 1.95 8,157.20 Additions 244.96 313.66 0.96 51.12 11.36 8.82 7.19 5.75 - 0.08 643.91 Disposals/ adjustments 19.95 29.44 (233.33) 0.05 42.58 6.07 (4.18) 23.64 2.18 (113.61) At March 31, 2020 1,497.65 2,484.02 4,488.58 55.48 175.58 41.85 71.91 47.37 49.97 0.29 2.03 8,914.72 Accumulated depreciation - At March 31, 2019 0.00 233.79 1,137.68 18.05 42.33 29.88 57.25 (7.93) 25.49 0.16 0.18 1,536.88 Charge for the year 98.01 455.23 2.90 16.42 3.16 10.16 6.95 8.04 0.00 0.20 601.06 Disposals/ adjustments 25.17 25.30 53.39 29.81 6.07 33.26 30.02 2.18 205.19 At March 31, 2020 (25.16) 306.50 1,539.52 20.95 28.94 26.97 34.15 (31.01) 31.35 0.17 0.38 1,932.75 Net Carrying amount - At March 31, 2019 1,517.60 2,034.70 2,803.91 36.51 124.70 6.69 1.66 71.75 20.91 0.13 1.76 6,620.33 At March 31, 2020 1,522.82 2,177.51 2,949.06 34.53 146.63 14.89 37.76 78.38 18.62 0.12 1.65 6,981.97

Note a) Charge on Property, plant and equipment All the property, plant and equipment are subject to a first charge to secure the Group’s Bank loans.

181 Annual Report 2019-20 182 VIVIMED LABS LIMITED 6 Investments 5 Intangible assets forming partof theconsolidated financialstatments Notes to At March 31,2020 At March 31,2019 Carrying amount At March 31,2020 Disposals/ adjustments Amortisation expense At March 31,2019 Accumulated depreciation At March 31,2020 Disposals/ adjustments Additions At March 31,2019 Particulars Total investments at carried fair value through profit andloss Total Others YantraGreen in Power Private Limited each ₹10 of shares equity 2,500,000) 2019: 31, (March 2,500,000 Unquoted equity shares Investments inothers Investments at carried fair value through profit andloss Non-current investments

(All amounts inIndian Rupees millions,except share data and where otherwise stated) Trademarks and 31 March 2020 know how 1,293.01 1,619.73 1,232.29 Technical 832.13 857.13 857.13 Brands, 121.32 176.42 563.85 852.64 326.72 379.65 25.00 68.38 As at 31 March 2019 1,293.01 1,619.73 1,232.29 176.42 563.85 852.64 326.72 379.65 121.32 25.00 25.10 25.10 68.38 Total As at 0.10 7 Deferred taxassets, net forming partof theconsolidated financialstatments Notes to 8 Other assets 9 Inventories Raw Materials Prepaid leases Advances other advances thancapital advancesCapital Unsecured, considered good (A) Non-current -Expected credit lossonfinancialassets -Provision allowed under taxonpayment basis - Tangible andIntangible assets Deferred taxasset Packing Materials Total -MAT credit entitlement Other advances Advances other advances thancapital Unsecured, considered good (B) Current Semi-finished & Work inprocess Prepaid expenses Deferred taxasset, net -Fair valuation of financialliabilities Deferred taxliability Finished Goods (includingGoods intransit) Export incentives Total

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 31 March 2020 2,261.20 1,699.75 5,019.08 137.27 434.48 963.84 298.00 137.27 137.27 761.21 94.29 28.73 As at As at As at 5.03 5.03 31 March 2019 31 March 2019 31 March 2019 2,570.06 2,006.60 1,198.04 5,636.86 891.60 969.68 277.71 15.23 67.92 90.52 28.73 20.26 67.92 67.92 As at As at As at 5.03 -

183 Annual Report 2019-20 184 VIVIMED LABS LIMITED 10 Trade receivables forming partof theconsolidated financialstatments Notes to 11 Cash and cash equivalents and cash 11 Cash 13 Other assets financial 12 Loans (Unsecured, considered good unlessotherwise stated) Interest receivable Current Security deposits Current -On current accounts i) Balances banks: with Unsecured,considered good Loans andadvances to related parties ii) Cashonhand Less: Allowance for doubtfulreceivables Loans to employees andothers (A)Total -(i+ii) Total Total (B) Total (iii) -Unpaid dividendaccount iii) Bank balances other equivalents andcash thancash stated above Total (i+ii+iii)

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 31 March 2020 31 March 2020 2,524.20 2,524.20 2,490.67 593.32 498.46 121.20 504.89 792.77 504.89 (33.53) 78.25 As at As at As at As at 1.86 6.43 1.86 - - 31 March 2019 31 March 2019 31 March 2019 31 March 2019 3,590.79 3,590.79 3,561.10 579.83 941.62 104.39 945.04 756.88 953.04 (29.69) 72.66 As at As at As at As at 1.08 3.42 8.00 1.08 8.00 (c) Details of shareholders holdingmore than5%shares intheCompany will beinproportion to thenumber of equity shares heldby theshareholders. shares will beentitled to receive remaining assets of theCompany, after of distribution allpreferential amounts. The distribution The Company declares andpays dividendinIndian In rupees. theevent of liquidation of theCompany, theholders of equity share.pervoteone to entitled is ofsharesequityholder Each share. per par ofCompany₹2 Equityvalue a haveof the shares (b) Terms /rights attached to theequity shares 14 Current taxassets forming partof theconsolidated financialstatments Notes to 15 Share Capital (a) Reconciliation of shares outstandingat endof thebeginningand thereporting year Particulars Particulars Balance at March 31,2020(Equity shares of fully `2/-each paid-up) Issued duringthe year (Equity shares of `2/-eachfully paid) Balance at March 31,2019(Equity shares of fully `2/-each paid-up) 2,00,000,000 (March 31,2019:2,00,000,000)equity shares of `2each. 1,110,000,000 (March 31,2019:1,110,000,000)comprising Authorised Share Capital Advance taxand receivableTDS Number of shares held BBR Projects Private Limited Equity shares of fully K2/-each paid 7,10,000 (March 31,2019:7,10,000)preference shares of `1,000each. Total Less: Provision for taxes % of holding Number of shares held Kitara1102 PIIN up. 8,29,13,915 (March 31,2019:82,523,915)equity shares ofeach fully `2/- paid- Issued, fully and subscribed paid-up % of holding Number of shares held Santosh Varalwar % of holding

(All amounts inIndian Rupees millions,except share data and where otherwise stated) Number of Shares 31 March 2020 31 March 2020 31 March 2020 1,23,12,000 8,29,13,915 8,25,23,915 91,50,685 55,99,050 1,110.00 3,90,000 400.00 182.30 710.00 165.83 182.30 165.83 14.85% 11.04% 6.75% As at As at As at - 31 March 2019 31 March 2019 31 March 2019 1,23,12,000 91,50,685 55,99,050 1,110.00 400.00 199.10 710.00 165.05 199.10 165.05 14.92% 11.09% 165.83 165.05 6.78% Value As at As at As at 0.78 -

185 Annual Report 2019-20 186 VIVIMED LABS LIMITED 16 Instruments entirely equity innature forming partof theconsolidated financialstatments Notes to 17 Other equity Opening balance Securities premium Issued, subscribedandfully paid-up Authorised Share Capital Compulsorily convertible preference shares Closing balance Additions duringthe year Opening balance reserveCapital respect of shares issued. Securities premium consists of thedifference between theface value of theequity shares andthe consideration received in Closing balance Additions duringthe year Opening balance General reserve Closing balance Add: Transfers duringthe year Opening balance Revaluation reserve income, items includedinthegeneral reserve will not bereclassified subsequently to profit or loss. general reserve iscreated by atransfer from onecomponentof equity to another andisnot anitem of other comprehensive The general reserve isusedfrom timeto to time transfer profits from retained earningsfor appropriation purposes. As the Closing balance Add: Additions duringthe year

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 2,305.22 3,252.21 3,252.21 2,313.80 141.16 380.00 141.16 380.00 As at As at 8.58 8.57 8.57 - - - 31 March 2019 31 March 2019 2,305.22 3,252.21 3,252.21 2,305.22 141.16 380.00 141.16 380.00 As at As at 8.57 8.57 - - - - forming partof theconsolidated financialstatments Notes to 17 Other equity (contd.) 18 Borrowings - From Banks (refer note A below) Term loans Secured loans (A) Non-current Borrowings Opening balance Foreign currency adjustment - From Financial institutions Other loans - From (refer Financial institutions note Cbelow) Redeemable preference shares - From (refer Financial institutions note A below) Closing balance Add: Additions duringthe year Sales taxdeferment loan(refer note Bbelow) Unsecured loans Opening balance Retained earnings FCCB's From Financial Institutions (refer note Cbelow) Profit/(loss) for the year Total non-current borrowings Ind AS Adjusntment Additions duringthe year Other comprehensive income Dividend paid/sale of subsidiaries Closing balance Total other equity

(All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 (1,091.16) 4,138.78 3,342.04 4,703.94 2,240.65 4,927.88 (156.30) (156.30) 553.10 (10.82) As at As at 8.02 4.04 0.58 - - - 31 March 2019 31 March 2019 (3,295.58) 3,559.10 6,076.84 4,248.01 3,342.04 6,020.69 (156.30) 127.21 553.16 573.65 (91.22) (65.08) (11.85) (1.03) As at As at 4.50 4.04 -

187 Annual Report 2019-20 188 VIVIMED LABS LIMITED forming partof theconsolidated financialstatments Notes to During theprevious year, EXIMBank have not renewed PCFC facility andtheloan was calledbackduringtheprevious year. rates varying between 1.55%to 15.5%. The Company has working facilities capital intheform of cashcredits andpackagingcredit from multipleBanks with interest D. credits Cash credit packaging and loans: was classifiedunder "Borrowings", andthere isnoequity portionof theinstrument. exercised. Subsequently, duringthe year, theduedate for paymenthas beenextended further more year. The entire portion rate of 0.55%per andaninterest annum rate of 4.23% per compounded annum semiannually if theconversion option isnot The Company hasobtained anFCCB from IFC in June 2011for anamount of7.5 millionrepayable USD in5 years with acoupon C. FCCB's from FinancialInstitutions: terms of thisscheme,theCompany hasto repay theamount tillFY 2020-21. This loanisunsecured. The Company hasbeengranted aninterest free salestaxdeferrment loanby theGovernment of Andhra Pradesh. As per the B. Sales taxdeferrment loan: paripassu charge. All theterm loansare secured by acharge onthemoveable andimmovable assets of theGroup,present andfuture, with a (iii) (ii) 18 Borrowings (contd.) (i) Term loanfrom Financial Institutions consists of: (i) Term loanfrom Banks consists of: A. Term loans: - Cashcredit andpackingcredit loans(refer note Dbelow) Working loans capital Secured loansrepayable ondemand (B) Current Borrowings - Others - Foreign billsdiscounting Total current borrowings

Term loanfrom Ministry of Industries, Singapore for Euros 9.5million. Term loanfrom Santander -Syndicated for USD35million. Company for hasapplied extension andit's under process. This loancarriesaninterest rate of 6.02%. ECB loantaken from IFC for12.5 millionrepayable USD in10instalments from June 2015to December 2019and loan carriesaninterest rate of 15.50%p.a. Loan taken from SBIfor `700million(USD10.1million) repayable in16instalments from October 2017to June 2021. This (All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 4,152.68 4,185.15 32.47 As at 31 March 2019 3,147.23 3,323.01 175.78 As at - 19 Other liabilities financial forming partof theconsolidated financialstatments Notes to 21 Provisions 20 Other liabilities - Gratuity (refer note 36) Provision for employee benefits (A) Non-Current Creditors for goods capital (A) Non-Current Advances received Statutory liabilities (B) Current Grants receivable Advances received Deferred interest (A) Non-Current Provision for others - Compensated absences Payable to others /related parties - Compensated absences - Gratuity (refer note 36) Provision for employee benefits (B) Current Current maturities of long-term debts (B) Current Employee salariespayable Employee bonuspayable Provision for expenses (All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 31 March 2020 144.41 790.62 537.84 166.16 935.03 795.69 356.34 222.10 47.36 33.38 56.25 35.44 139.05 316.95 51.39 33.38 As at As at 4.03 83.05 39.02 As at 0.37 - 31 March 2019 31 March 2019 31 March 2019 1,976.09 2,193.39 308.55 188.00 308.55 296.38 315.71 23.66 53.30 15.15 14.66 14.64 92.11 77.70 18.96 77.70 As at As at As at 0.37 - - - -

189 Annual Report 2019-20 190 VIVIMED LABS LIMITED 22 Trade payables forming partof theconsolidated financialstatments Notes to 23 Current taxliabilities 25 Other income 24 Revenue from operations Grants received Domestic Revenue from of sale products Miscellaneous income Export enterprises - Total duesof outstanding creditors other thanmicro enterprises andsmall - Total outstandingduesof micro enterprises andsmallenterprises (refer note 37) Trade payables Provision for taxes Other operating revenue Less: Advance taxand receivableTDS

(All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended For the year ended 31 March 2020 31 March 2020 31 March 2020 31 March 2020 10,670.55 2,265.01 2,265.01 9,981.84 2,226.51 7,755.33 202.25 202.25 688.71 82.20 82.58 As at As at 0.38 - For the year ended For the year ended 31 March 2019 31 March 2019 31 March 2019 31 March 2019 12,649.10 13,151.70 2,929.63 9,719.47 2,944.24 2,944.24 229.23 351.01 502.60 229.61 351.01 As at As at 0.38 - 26 Cost of materials consumed forming partof theconsolidated financialstatments Notes to 27 Changes ininventories Work and inprogress 28 Employee benefits expense Salaries, wages andbonus Opening Stock of Raw Materials andConsumables Inventories at thebeginningof the year Finished Goods Staff welfareexpenses Opening Stock of Packing Materials Less :Inventories at theendof the year Add :Purchases duringthe year Opening Stock of Packing Materials (JDV) Opening Stock of Raw Materials (JDV) Sub Total (A) Less :ClosingStock of Raw Materials andConsumables Inventories at thebeginningof the year Semi FinishedGoods &Work inProgress Less :Inventories at theendof the year Less :ClosingStock of Packing Materials Sub Total (B) Fluctuation inforeign exchange Goods transit in andstock intrade (Increase) /Decrease inInventories (All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended For the year ended For the year ended 31 March 2020 31 March 2020 31 March 2020 2,240.98 2,570.06 1,803.05 1,958.39 4,771.28 2,505.13 2,333.57 7,431.86 4,832.44 (155.34) (206.91) 873.81 958.31 (84.50) 92.60 90.52 94.29 32.93 - - For the year ended For the year ended For the year ended 31 March 2019 31 March 2019 31 March 2019 2,344.48 2,597.83 1,755.69 1,803.05 5,567.53 2,570.06 2,417.60 8,279.70 5,619.12 (127.45) (435.13) (260.31) 114.34 746.36 873.81 (47.36) 73.12 90.52 - - -

191 Annual Report 2019-20 192 VIVIMED LABS LIMITED 29 Other operating expenses forming partof theconsolidated financialstatments Notes to 31 Finance costs 32 Other expenses 30 Depreciation andamortisation expense Business &Marketing Expenses Interest onterm loans,ECB loansand vehicle loans Depreciation of tangibleassets Consumption of Stores &Spares Amortization of intangible assets Power &Fuel Bank charges Interest on working loanandcashcredit capital Wages& Allowances Other borrowing cost Commission &Discounts Labour Charges Travelling Expenses-Foreign Repairs to Building Other sellingexpenses Repairs to Machinery Other Manufacturing Expenses Job WorkCharges Loss onsaleof asset R &DExpenses

(All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended For the year ended For the year ended For the year ended 31 March 2020 31 March 2020 31 March 2020 31 March 2020 2,445.56 601.06 193.49 424.60 372.62 176.78 220.63 995.54 348.88 669.46 588.92 208.87 42.94 21.35 66.89 22.73 28.37 68.70 68.40 7.41 7.77 1.76 7.43 For the year ended For the year ended For the year ended For the year ended 31 March 2019 31 March 2019 31 March 2019 31 March 2019 1,108.39 2,580.96 229.12 161.50 427.67 408.76 102.36 174.40 244.56 363.04 667.90 672.62 607.77 37.36 28.02 74.93 32.41 23.29 31.81 60.12 6.84 3.64 - forming partof theconsolidated financialstatments Notes to 32 Other expenses (contd.) Deferred taxrelated to items considered inOCIduringthe year 33 Tax expenses Printing &Stationery Telephone &Postage Expenses Income taxcharge to OCI Re-measurement gains/(losses) ondefined benefitplan Current income taxcharge Current income tax: Travelling Expenses Relating to originating andreversal of temporary differences Deferred tax: Rates & TaxesRates Income taxexpense recognised inthestatement of profit or loss Conveyance Consultancy Charges Insurance Rent Other AdministrativeExpenses Processing fee onterm loans Fluctuation onForeign exchange Provision againstdoubtfulreceivables (i) As Auditor Paymentto Auditors: (ii)For Taxation Matters (All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended 31 March 2020 31 March 2020 31 March 2020 1,102.26 279.85 357.50 (36.87) (41.58) 17.52 58.79 47.73 50.88 78.62 11.32 26.34 (3.60) 37.99 9.45 8.62 6.92 3.29 - - For the year ended 31 March 2019 31 March 2019 31 March 2019 1,197.78 (110.12) 241.33 528.33 11.60 23.76 78.03 48.67 71.68 50.20 68.46 20.61 26.34 86.80 (1.03) (1.03) 8.77 9.10 3.29 -

193 Annual Report 2019-20 194 VIVIMED LABS LIMITED b) Transactions with related parties 34 Contingent commitments and liabilities forming partof theconsolidated financialstatments Notes to a) Names of related description and parties of relationship 35 Related party disclosures determined. in thebooksof accounts onthebasisof actuarial valuation for theGroupas a whole andhence individualamount cannot be *Does notinclude insurance, which ispaidfor theGroupas a whole andgratuity andcompensated absences asthisisprovided Key Management Personnel ("KMP") Joint ventureGroup Particulars Remuneration Paid* Key Management Personnel i) Sale of goods Subsidiaries step and down subsidiaries Purchase of goods Advances given ii) Advances received - Corporate guarantees given onbehalf of others Contingent liabilities: - Bank guarantees - Letter of credit outstanding - Income taxdemand account andnot provided for, net of advances - Estimated amount of contracts remaining to beexecuted oncapital Commitments: Yugandhar Kopparthi (Company Secretary) Sandeep Varalwar (Executive Director) Manohar Rao Varalwar (Executive Director) Raghunandan S(Whole -Time Director CFO) cum Demised Santosh Varalwar (Managing Director) (All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended 31 March 2020 31 March 2020 1,155.86 580.61 27.50 24.30 23.06 68.02 36.71 73.25 As at -

For the year ended 31 March 2019 31 March 2019 NIL 1,533.61 414.35 157.44 796.54 970.25 27.85 68.02 As at 58.6 14.2

c) Details of balances receivable from andpayable to related partiesare asfollows: forming partof theconsolidated financialstatments Notes to 35 Related party disclosures (Contd.) The segment revenue, profitability, assets andliabilitiesare asunder: The Grouphas two reportable segments -Speciality ChemicalsBusiness andPharma Business. (CODM).The CODMevaluates theGroup’s performance andallocates resources onoverall basis. segments are to bereported inamanner consistent theinternalwith reporting provided to theChief Operating Decision Maker and major customers. Based onthe“managementapproach” asdefined inInd AS 108,Operating segments andgeographical informationoperating about andgeographical segments andrelated disclosures products about andservices, geographic areas, Ind AS 108“Operating Segment” (“Ind AS 108”)establishesstandards for the way that businessenterprises public report 36 Segment information The Company hasgiven Corporate Guarantee for thecredit facilities of `24.3Mn availed by theSubsidiaries. e) Others: Outstanding balances at the year-end are unsecured andinterest free. The salesto andpurchases from related partiesare madeonterms equivalent to thosethat prevail inarm’s lengthtransactions. d) Terms andconditions of transactions relatedwith parties: a) Speciality Chemicals b) Pharma Revenue by segment Name of Related Party Total revenue c) Others Yantra Green PowerLimited Pvt BBR Green fieldsPrivate Limited (All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended 31 March 2020 31 March 2020 10587.97 (973.40) 1010.49 9577.48 (8.62) As at -

For the year ended 31 March 2019 31 March 2019 11,524.73 13,151.70 1,626.98 (13.62) (75.59) As at -

195 Annual Report 2019-20 196 VIVIMED LABS LIMITED forming partof theconsolidated financialstatments Notes to 37 Auditors’ remuneration include: Statutoryfee audit (includinglimited review) a) Speciality Chemicals (Profit before Tax &Interest) Taxation matters Particulars b) Pharma Segment Results a) Speciality Chemicals Segment Assets Total Total: c) Others b) Pharma Less: (i)Interest Total Total Profit before tax (ii) Unallocable expenditure (Net of Un allocableincome) a) Speciality Chemicals Segment Liabilities b) Pharma Total a) Speciality Chemicals EmployedCapital b) Pharma Total

(All amounts inIndian Rupees millions,except share data and where otherwise stated) For the year ended For the year ended 31 March 2020 31 March 2020 31 March 2020 (1,094.60) (505.69) (452.63) 588.92 12,734 22,096 14,393 (53.06) 13,750 20,171 12,687 26.34 1,659 29.63 1,925 1,063 As at 3.29 For the year ended For the year ended 31 March 2019 31 March 2019 31 March 2019 1,333.08 436.33 896.75 672.62 23,292 660.46 13,854 14,402 14,681 10,319 26.34 29.63 8,611 5,243 8,611 4,083 As at 3.29 - Reconciliation of openingandclosingbalances of thepresent value of thedefined benefit obligations: amounts recognised inthebalance sheet for theplan: The following tablessummarize thecomponents of netbenefit expense recognised inthestatement of profit or lossandthe ofsum ₹2,000,000. of completed service (service of six months and above is rounded off as one year) at the timeof retirement/exit, restricted to a Plan entitles anemployee, who has rendered atfiveleast years of continuous service, to receive 15days salary for each year The Groupprovides itsemployees benefitswith under adefined benefit plan,referred to asthe“Gratuity Plan”. The Gratuity 38 Gratuity forming partof theconsolidated financialstatments Notes to Assumptions Expenses recognised instatement of profit andloss Particulars Future salary increases Discount rate (per annum) Service cost Opening balance Interest cost Current service cost Gratuity cost Interest cost Actuarial gain /(loss) dueto others Re-measurement (losses) gains/ inOCI Benefits paid Remeasurement becauseof OBdifference Actuarial gain Return onplanassets greater (less) thandiscount rate Closing balance Total expenses routed through OCI Present value of projected benefitobligation at theendof the year Net liability recognised inthebalance sheet Fair value of planassets at theendof the year Current provision Non current provision (All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 31 March 2020 10.34 10.34 69.37 69.37 14.43 54.94 50.92 69.37 10.82 5.00% 6.80% (1.20) As at As at As at 5.41 3.90 5.41 3.90 0.38 0.10 9.31 31 March 2019 31 March 2019 31 March 2019 50.92 50.92 45.69 45.66 11.37 50.92 2.00% 7.36% (3.14) (3.61) (2.49) (3.61) As at As at As at 7.84 3.53 7.84 3.53 0.38 0.10 5.23 -

197 Annual Report 2019-20 198 VIVIMED LABS LIMITED 38 Gratuity (Contd.) A quantitative sensitivity analysis for significant assumption anditsimpactonprojected benefit obligation are asfollows: forming partof theconsolidated financialstatments Notes to be material. The Grouphas not received any claimfor interest from any supplier. theprovisionswith of theMicro, Small andMedium Enterprises Development Act, 2006(‘The MSMED Act’) isnot expected to available theGroup.with Further in view of themanagement,the impactof interest, if any, that may bepayable inaccordance payable to enterprises such asat March 31,2020hasbeenmadeinthefinancialstatements basedoninformation received and Memorandum Number asallocated after filingof theMemorandum. Accordingly, thedisclosure inrespect of theamounts recommends that theMicro andSmall Enterprisesmention should intheir correspondence with itscustomers theEntrepreneurs The Ministry of Micro, Small andMedium Enterprises hasissuedanoffice memorandum dated 26 August 2008 which 39 Dues to Micro, smallandmediumenterprises are noother changes inmarket conditions. These sensitivieshave beencalculated to show themovementin projected benefit obligation inisolation there andassuming e) d) c) b) a) Particulars Impact of 1%increase indiscount rate Impact of 1%decrease indiscount rate Impact of 1%increase insalary growth rate Impact of 1%decrease insalary growth rate Impact of 1%increase inattrition rate Impact of 1%decrease inattrition rate Impact of 1%increase inmortality rate Impact of 1%decrease inmortality rate expenditure under section23of the MSMED Act. paid to thesmall enterprise, for of thepurpose disallowance of adeductible succeeding years, until datesuch when theinterestdues above are actually the amount of further interest remaining dueand payable even inthe accountingand year; the amount of interest accrued andremaining unpaidat theendof each year) but adding theinterest without specifiedunder thisMSMED Act payment (which havebeyond beenpaidbut theappointed day the during theamountof interestdue andpayable for theperiodof delay inmaking beyond the appointed day duringeachaccounting year; MSMED Act,along theamountwith of thepaymentmade to thesupplier the amount of interest paidby the buyer in terms of section 16 of the end of eachaccounting year. the principalamount duethereon remaining unpaidto any supplier at the (All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 31 March 2020 (73.67) (64.28) (66.80) (69.30) 65.56 75.11 71.70 69.43 Nil Nil Nil Nil Nil 31 March 2019 31 March 2019 (54.67) (45.47) (47.88) (50.84) 47.64 57.39 53.67 51.10 Nil Nil Nil Nil Nil i) Future leasepayments minimum under non-cancellable operating leasesare asfollows: ranges from 5%to 10%. months to five years, anoptionwith to renew theleaseafter theterm completion. The escalation clauseinthesearrangement The Group has taken various office premises under operating leases. The leases typically run for a term ranging from eleven Where theGroup isalessee: 40 Leases forming partof theconsolidated financialstatments Notes to The following tablesetsthe computation out of basicanddiluted earningsper share: conversion of allthedilutive potential equity shares into equity Shares. of equity shares duringthe outstanding year the plus weighted average number of equity shares that would beissuedon Diluted amounts EPS are calculated by dividingtheprofitattributable to equity holders by the weighted average number number of equity shares duringthe outstanding year. Basic amounts EPS are calculated by dividingtheprofitfor the year attributable to equity holders by the weighted average per41 Earnings share ii) Amounts recognised instatement of profitand loss: Particulars Particulars Particulars Profitfor the year attributable to equity share holders Cancellable leaseexpense Not later than1 year Weighted average number of equity shares duringthe outstanding year –basic Shares Non -cancellable leaseexpense Later than1 year andnot later than5 years Weighted average number of equity shares duringthe outstanding year –diluted Total Later than5 years Earnings per share of par value ₹2–basic(₹) Earnings per share Earnings per share of par value ₹2 –diluted (₹) (All amounts inIndian Rupees millions,except share data and where otherwise stated) 8,29,13,915.00 8,54,13,915.00 31 March 2020 31 March 2020 31 March 2020 (1,091.15) (13.16) (12.77) 76.47 13.02 11.30 78.62 As at As at As at 2.15 - 8,25,23,915.00 8,60,18,915.00 31 March 2019 31 March 2019 31 March 2019 573.65 66.31 13.02 11.30 68.46 As at As at As at 2.15 6.95 6.67 -

199 Annual Report 2019-20 200 VIVIMED LABS LIMITED into any interest rate swaps. The Groupmanages itsinterest rate riskby having abalanced portfolio of variable rate borrowings. The Group doesnot enter term debt obligations floatingwith interest rates. marketinterest rates. The Group's exposure to theriskof changes inmarket interest rates relates primarily to theGroup's short- Interestrate riskisthe thatthe fair value or future cashflows of afinancialinstrument will fluctuate becauseof changes in Interest rate risk on thefinancialassets andfinancialliabilitiesheldat March 31,2020andMarch 31,2019. The sensitivity of therelevant profitor lossitem istheeffect of changes theassumed inrespective market risks. This isbased The below assumption hasbeenmadeincalculating thesensitivity analysis: obligations; provisions. The analysis excludesof theimpact movements inmarket variables on:thecarrying values of gratuity andother postretirement on thebasisthat theamount of net debt andtheratio of fixed to floating interest rates of thedebt. following sections relate to the as position at March 31, 2020 and March 31, 2019. The sensitivity analyses have been prepared instruments affected by market riskincludeloansandborrowings andrefundable deposits. The sensitivity analysis inthe marketprices. Marketrisk comprises two of types risk:interestrate riskandother price as commodity risk,such risk.Financial Market riskisthe risk thatthe fair value of future cashflows of afinancialinstrument will fluctuate becauseof changes in a) Market risk these risks. The Board of Directors reviews andagrees for policies managingeachof theserisks, which are summarized below. The Groupis exposed to marketrisk, credit risk andliquidity risk. The Group’s senior management oversees themanagement of and other receivables, cashandequivalents andrefundable depositsthat derive directly from itsoperations. financial liabilitiesisto financeGroup's andsupport operations. The Group’s principalfinancialassets includeinventory, trade The Group’s principal financialliabilitiescomprise loansandborrowings, trade andother payables. The mainpurposeof these management43 Financialrisk objectives policies and material changes to future economic conditions intangibles, inventories andinvestments. As theoutbreak continues to evolve, the company will continue to closely monitor any the assumptions used and based on current estimates, the company expects to fully recover the carrying amount of receivables, financial statements hasusedinternal andexternal sources of information. The Company hasperformed sensitivity analysis on uncertainties intheglobaleconomic conditions becauseof thispandemic,theCompany, asat thedate of approval of these amounts of receivables, intangibles, inventories andinvestments. In developing theassumptions relating to thepossiblefuture The Company hasconsidered thepossibleeffects thatmay resultfrom thepandemicrelating to COVID-19 onthecarrying 42 COVID-19 Impact Analysis &Estimation of uncertainties relating to theglobalhealthpandemic forming partof theconsolidated financialstatments Notes to (All amounts inIndian Rupees millions,except share data and where otherwise stated) floating rate borrowings, asfollows: borrowings affected. With allother variables heldconstant, theGroup’s profit before taxisaffected through theimpacton The following tabledemonstrates thesensitivity to areasonably possiblechange ininterest rates onthat portionof loansand Interest rate sensitivity management43 Financialrisk objectives policies(contd.) and forming partof theconsolidated financialstatments Notes to loss inrespect of trade andother receivables duringthe year was asfollows: primarily from trade receivables amounting to `2,524.79mn(March 31,2019:3,591). The movement inallowance for credit receivables based onthepastandrecent collection trend. The exposure maximum to credit riskasat reporting date is The Groupestablishes anallowance for creditloss that represents itsestimate of expected lossesinrespect of trade andother continuous basisby thereceivables team. has beengranted after obtaining necessary approvals for credit. The collection from thetrade receivables are monitored ona Creditrisk iscontrolled by analysing creditlimits andcreditworthiness of customers onacontinuous basisto creditwhom includingdeposits activities, andother banksandfinancialinstitutions with financial instruments. to afinancialloss. The credit riskarisesprincipally from itsoperating activities(primarily trade receivables) andfrom itsinvesting Creditrisk isthethat counterparty notwill meet its obligations under afinancialinstrument or customer contract, leading b) Credit risk credit ratings assignedby international credit anddomestic rating agencies. Credit risk oncashandequivalent islimited astheGroupgenerally transacts with banksand financialinstitutions with high significant concentration riskof revenue . No singlecustomer accounts for more than10%of therevenue asof March 31,2020,March 31,2019andhence there isno INR INR March 31,2019 INR INR March 31,2020 Allowance for credit loss Opening balance Credit lossprovided/ (reversed) Closing balance (All amounts inIndian Rupees millions,except share data and where otherwise stated) Increase/decrease 31 March 2020 in interest rate 29.69 33.53 As at 3.84 +1% +1% -1% -1%

Effect onprofit 31 March 2019 before tax (94.72) (94.27) 94.72 94.27 26.55 29.69 As at 3.14

201 Annual Report 2019-20 202 VIVIMED LABS LIMITED The tablebelow thematurity summarises profile of theGroup’s financialliabilitiesbasedoncontractual undiscounted payments: and loans. The Group's objective isto maintain abalance between continuity of fundingandflexibility through of theuse bankdeposits c) Liquidity risk forming partof theconsolidated financialstatments Notes to The structure capital asof March 31,2020,March 31,2019 was asfollows: issued share andallother capital equity reserves. For thepurposeof debtto total equity ratio,debt considered islong-term andshort-term borrowings. Total equity comprise of debt to total equity ratio. future developmentof thebusiness.Managementmonitors onthebasisof capital return employed on capital as well asthe The Group’s policy isto maintain basesoasto astablecapital maintain investor, creditor andmarket confidence andto sustain management44 Capital notification which would have from beenapplicable April 01,2020 The Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There isnosuch Standardsnot issuedbut yet effective andnot early adopted by theCompany: 45 Recent Accounting pronouncements management43 Financialrisk objectives policies(contd.) and Total equity attributable to theequity shareholders of theGroup Particulars Trade payables Borrowings Year endedMarch 31,2019 Trade payables Borrowings Year endedMarch 31,2020 As apercentage of total capital Long term borrowings includingcurrent maturities Short term borrowings Total borrowings As apercentage of total capital Total (equity capital andborrowings) (All amounts inIndian Rupees millions,except share data and where otherwise stated) 31 March 2020 17,773 46.96% 53.04% 8,346 5,242 4,185 9,427 31 March 2019 On demand 18,985 49.71% 50.29% 2,944 3,147 2,265 4,153 9,438 6,224 3,323 9,547 K Gopala Krishna Sd/- ICAI Firm Registration Number: 016016S Chartered Accountants Pfor CN& Associates As per our report of even date attached Date: 25 July 2020 Place: Hyderabad Membership No.: 203605 Partner classification. The figures of theprevious year have beenregrouped/reclassified, where necessary, to conform with thecurrent year’s 47 Prior year comparatives There are nosignificant events that occurred after thebalance sheet date. 46 Subsequent Events forming partof theconsolidated financialstatments Notes to

(All amounts inIndian Rupees millions,except share data and where otherwise stated) Sd/- CIN: L02411KA1988PLC009465 Vivimed LabsLimited for andonbehalf of theBoard of Directors of Chief Executive Officer Ramesh Krishnamurthy Sd/- 00054763 DIN: Managing Director Santosh Varalwar

Sd/- Whole -Time Director M. No. ACS19315 Company Secretary Yugandhar Kopparthi Sd/- DIN: 00059815 Manohar RaoManohar Varalwar

203 Annual Report 2019-20 “This page intentionally left blank.” 3. SPECIAL BUSINESS: 2. 1. ORDINARY BUSINESS: (“VC”) /OTHER AUDIO VISUAL MEANS(“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS: LIMITED WILL BEHELDONWEDNESDAY, 30THDECEMBER, 2020 AT 3:00P.M. THROUGH VIDEO CONFERENCING NOTICE ISHEREBY GIVEN THAT THE 32ND ANNUAL GENERAL MEETINGOF THE MEMBERSOF VIVIMED LABS NOTICE To consider and,if thoughtfit, orwith without financial year March ending31st 2021. Co, Cost Accountants to audit the cost records for the To ratify theremuneration payable to M/s.A.S.Rao & liable to retire by rotation.” be andishereby appointed asaDirector of theCompany, 00054789], [DIN: who retires by rotation at thismeeting 152 of theCompanies Act, 2013,Mr.Subhash Varalwar “RESOLVED THAT pursuant to theprovisions of Section following resolution asanOrdinary Resolution: eligible, seeksre-appointmentand inthisregard, passthe 00054789], [DIN: who retires by rotation and,being To appoint aDirector inplace of Mr.Subhash Varalwar (b) (a) as Ordinary Resolutions: thereon andinthisregard, passthefollowing resolutions year endedMarch 31,2020andthereport of Auditors financial statement of theCompany for thefinancial the Auditors thereon; and(b) theaudited consolidated 2020 andthereports of theBoard of Directors and of theCompany for thefinancial year endedMarch 31, To consider andadopt(a) theaudited financialstatement considered andadopted.” thereon laidbefore thismeeting, beandare hereby ended March 31,2020andthereportof Auditors statementof theCompany for thefinancial year “RESOLVED THAT theaudited consolidated financial and are hereby considered andadopted.” and Auditors thereon laidbefore thismeeting, be 31, 2020andthereports of theBoard of Directors of theCompany for thefinancial year endedMarch “RESOLVED THAT theaudited financialstatement 4. ORDINARY RESOLUTION: modification, to passthefollowing resolution asan re-enactment thereof, for beinginforce) thetime and Rules, 2014(includingany statutory modification(s) or Companies (Appointment andQualifications of Directors) provisions, if any, of theCompanies Act, 2013and 149 and152read Schedulewith IV andother applicable “RESOLVED THAT pursuantto theprovisions of Section Resolution: modification(s), thefollowing resolution asSpecial To consider and if thought to fit, pass orwith without Independent Director. To re-appoint Mrs.Umanath Varahabhotlaan as resolution”. and desirable for of thepurpose givingeffect to this acts, deedsandthingsasmay benecessary, expedient in givingeffectto thisresolution andto doallsuch to settle any question,difficulty or doubt,that may arise or theCompany Secretary beandare hereby authorized RESOLVEDFURTHER THAT theBoard of Directors and/ any, incurred inconnection theaudit.’’with reimbursement ofof out pocket expenses at if actuals, (Rupees One lac Ten thousandonly) excluding GST and 2021, bepaidremuneration not exceeding Rs.1.1 lacs if required, for the financial year ending 31st March, Company for conductingof audit thecostrecords, No.000326) appointed astheCost Auditors of the M/s.A.S.Rao & Co, Cost Accountants (Firm Registration or re-enactment(s) thereof for beinginforce) thetime Rules, 2014(includingany statutory modification(s) Rules, 2014andCompanies (Cost Records and Audit) 2013 read theCompanieswith (Auditand Auditors) provisions,applicable if any, of theCompanies Act, “RESOLVED THAT pursuantto Section 148andother

205 Annual Report 2019-20 206 VIVIMED LABS LIMITED 5. 197 of theCompanies Act,2013 read Schedulewith V to subject to the overall ceilings laiddown under Section salary, perquisites andallowances taken together shallbe RESOLVEDFURTHER THAT the aggregate of above 198 of theCompanies Act, 2013 accordance theprocedurewith laiddown under section of the net profits of the of Company calculated in all perquisites together shallnot exceed 4(four) percent provided however, thatthe saidsalary, commission and financial year )andinaddition, commission onnet profits aggregating to1.2 Crore INR per (for annum each remuneration inclusive of all perquisites and allowances of five years effective from 14th August,2020 ona a director not liableto retire by rotation, for aperiod 00054763 ), as Managing Director of the Company, being reappointment of Mr.Santosh Varalwar (holding DIN of themembers beandishereby accorded for the the approval of theCentral Government,the consent approvals andconsents asmay benecessary including V to the Companies Act, 2013 and subject to other such thereof for beinginforce), thetime read Schedulewith (including any statutory modification(s) or re-enactment Companies Act,2013 andtherulesmadethereunder 196, 197,203andany other provisions applicable of the RESOLVED THAT pursuantto theprovisions of Sections Resolution: modification(s), thefollowing resolution asSpecial To consider and if thought to fit, pass orwith without Companies Act, 2013,andinthisregard. Sections 196, 197, 203read with schedule V to the Director of theCompany interms of provisions of To re-appoint Mr. Santosh VaralwarManaging as retire by rotation.” Meeting to beheldincalendar year 2025,not liableto Annual General Meetingto up 37th Annual General term of five consecutive years commencing from 32nd an Independent Director of theCompany for asecond Companies Act,2013, beandishereby re-appointed as Annual General Meeting, in terms of Section 149of the for aterm of five years by themembers atthe 27th appointed asanIndependentDirector of theCompany Umanath Varahabhotla(DIN:06539204), who was Regulations, 2015, as amended from to time Mrs.time, SEBI (ListingObligations andDisclosure Requirements) 6. the Companies Act, 2013. approvals andconsents asmay benecessary including V to the Companies Act, 2013 and subject to other such thereof for beinginforce), thetime read Schedulewith (including any statutory modification(s) or re-enactment Companies Act,2013 andtherulesmadethereunder 196, 197,203andany other provisions applicable of the RESOLVED THAT pursuant to theprovisions of Sections Resolution: modification(s), thefollowing resolution asSpecial To consider and if thought to fit, pass orwith without Companies Act, 2013,andinthisregard. of196, 197,203read Sections with schedule V to the Time Director of the Company intermsof provisions To re-appoint Mr.Manohar Rao VaralwarWhole as Schedule V to the Act. provisions of theCompanies Act, 2013read with the requirements of sections197andother applicable above limits limitsto themaximum within comply with Remuneration Committee atits discretion may revise the limitsandtheBoardthe maximum /Nomination and The limitsof theremuneration specifiedabove are thereto, inorder to give effect to theforegoing resolution. question, ambiguity or doubt that may ariseinrelation necessary, expedientor desirable, andto settle any things asinitsabsolute discretion, itmay consider authorized to acts,deedsandmatters doallsuch and RESOLVEDFURTHER THAT theBoard beandishereby Committee(s) thereof. attending meetings of theBoard of Directors or any Managing Director shallnot fees bepaidsitting for RESOLVED FURTHER THAT asMr.Santosh Varalwar, remuneration.minimum the Governmentfrom to time inthisregard, time as Act, 2013or other such limitsasmay be prescribed by under Section IIof PartII of Schedule V to theCompanies and inaccordance thelimitsandconditionswith specified commission or any other allowances as specified above Varalwar, theremuneration by way of salary, perquisites, his tenure, theCompany shallpay to Mr. Santosh or inadequacy of profits inany financial year during RESOLVED FURTHER THAT intheevent of any loss

above limits limitsto themaximum within comply with Remuneration Committee atits discretion may revise the limitsandtheBoardthe maximum /Nomination and The limitsof theremuneration specifiedabove are thereto, inorder to give effect to theforegoing resolution. question, ambiguity or doubt that may ariseinrelation necessary, expedientor desirable, andto settle any things asinitsabsolute discretion, itmay consider authorized to acts,deeds and matters doallsuch and RESOLVEDFURTHER THAT theBoard beandishereby any Committee(s) thereof. fees for attending meetings of the Board of Directors or Varalwar, Whole Time Director shallnot be paidsitting RESOLVEDFURTHER THAT asMr.Manohar Rao remuneration.minimum the Governmentfrom to time inthisregard, time as Act, 2013or other such limitsasmay beprescribed by under Section IIof PartII of Schedule V to theCompanies and inaccordance thelimitsandconditionswith specified commission or any other allowances as specified above Varalwar ,theremuneration by way of salary, perquisites, his tenure, theCompany shallpay to Mr.Manohar Rao or inadequacy of profits inany financial year during RESOLVED FURTHER THAT intheevent of any loss the Companies Act, 2013. 197 of theCompanies Act,2013 read Schedulewith V to subject to theoverall ceilings laiddown under Section salary, perquisites andallowances taken together shallbe RESOLVEDFURTHER THAT theaggregate of above laid down under section198of theCompanies Act, 2013 Company calculated inaccordance theprocedurewith shall notexceed 2(two) percentof thenetprofits of the said salary, commission andallperquisites together commission onnet profits provided however, that the lakhs per (for annum each financial year )andinaddition, of allperquisites andallowances aggregating to60 INR from 14th August, 2020onaremuneration inclusive retire by rotation, for aperiodof five years effective Director of theCompany, beingadirector liableto (AgedDIN.00059815) 84 about years), as Whole Time reappointmentof Mr.Manohar Rao Varalwar (holding of themembers beandishereby accorded for the the approval of theCentral Government,the consent 7. Schedule V to the Act. provisions of theCompanies Act, 2013read with the requirements of sections197andother applicable under Section IIof PartII of Schedule V to the Companies and inaccordance thelimitsandconditionswith specified commission or any other allowances as specified above Varalwar, theremuneration by way of salary, perquisites, his tenure, theCompany shallpay to Mr.Sandeep or inadequacy of profits inany financial year during RESOLVED FURTHER THAT intheevent of any loss the Companies Act, 2013. 197 of theCompanies Act,2013 read Schedulewith V to subject to theoverall ceilings laiddown under Section salary, perquisites andallowances taken together shallbe RESOLVEDFURTHER THAT theaggregate of above 2013 Companies Act, the procedurewith laiddown under section198of the the netprofits of theCompany calculated inaccordance perquisites together shallnotexceed 4(four) percentof however, thatthe saidsalary, commission andall year )andinaddition,commission onnetprofits provided aggregating to INR1Crore per (for annum eachfinancial remuneration inclusive of all perquisites and allowances of five years effective from 14th August,2020 ona being adirector liableto retire by rotation, for aperiod as DIN.01682951), Whole Time Director of theCompany, the reappointment of Mr.Sandeep Varalwar (holding consentof themembers beandishereby accorded for including theapproval of theCentral Government,the other approvals andconsents asmay benecessary V to theCompanies Act, 2013andsubjectto such thereof for beinginforce), thetime read Schedulewith (including any statutory modification(s) or re-enactment Companies Act,2013 andtherulesmadethereunder 196, 197,203andany other provisions applicable of the RESOLVED THAT pursuant to theprovisions of Sections Resolution: modification(s), thefollowing resolution asSpecial To consider and if thought to fit, pass orwith without Companies Act, 2013,andinthisregard. Sections 196, 197, 203read with schedule V to the Director of theCompany intermsof provisionsof To re-appoint Mr.Sandeep VaralwarWhole as Time

207 Annual Report 2019-20 208 VIVIMED LABS LIMITED 8. to theCompany time, haspassedaSpecial Resolutions Regulations”) or any other relevant authority from time Requirements) Regulations, 2009,asamended(“SEBI Exchange Board of India (Issue of andDisclosure Capital securities of theCompany are listed, theSecurities and the Company thestockwith exchanges where the Regulations andListing Agreements entered into by and Articles of Association of theCompany, Listing thereof for beinginforce), thetime theMemorandum (including any statutory modification or re-enactment Companies Act, 2013andtheRules madethereunder 62 andallother provisions, applicable if any, of the “RESOLVED THAT pursuantto theprovisions of Section RESOLUTION: modification (s), thefollowing resolution asaSPECIAL To consider andif thought to fit, pass, orwith without the Company onpreferential thisregard. basisin Warrantsto Non-Promoter(s)/Non-Promoter Group of on preferential (2) and basis:, To Convertible issue to Promoter(s)/Promoter Group of theCompany February, 2020regarding Convertible(1) issue Warrants through postalballotelectronic and modeon29th To consider ratification of thespecialresolutions passed Schedule V to the Act. provisions of theCompanies Act, 2013read with the requirements of sections197andother applicable above limits limitsto themaximum within comply with Remuneration Committee atits discretion may revise the limitsandtheBoardthe maximum /Nomination and The limitsof theremuneration specifiedabove are thereto, inorder to give effect to theforegoing resolution. question, ambiguity or doubt that may ariseinrelation necessary, expedientor desirable, andto settle any things asinitsabsolute discretion, itmay consider authorized to acts,deedsandmatters doallsuch and RESOLVEDFURTHER THAT theBoard beandishereby Committee(s) thereof. attending meetings of theBoard of Directors or any Whole Time Director shallnot fees bepaidsitting for RESOLVED FURTHER THAT asMr.Sandeep Varalwar, remuneration.minimum the Governmentfrom to time inthisregard, time as Act, 2013or other such limitsasmay beprescribed by

Disclosure Requirements) Regulations, 2009. Tradelinks India Limited under SEBI(Issue of and Capital person behindFinman Global Private Limited andEssell Company to subscribe to the offer and (iii) natural the Directors or Key Managerial Personnel of the Varalwar, (ii)Intent of thePromoters/ Non- Promoters, 2 allottees i.e. Ashwini Gooty Agraharam andMadhavi the extent for (i)In promoters warrants postIssue %of and. andnow theresolutions sopassedisratified to promoter groupof thecompany onpreferential basis, only) convertible warrants to non-promoter(s)/non- preferential basis(2)to issue1,00,00,000(One Crore to promoter(s)/promoter groupof thecompany on (One hundred Fifty Lakhsonly) convertible warrants February, 2020 regarding (1) to issue 1,50,00,000 through postalballot andelectronic modeon29th statutory etc. authorities andto appoint any merchant and to represent theCompany before any governmental/ execution of any documents onbehalf of theCompany the Company to give effect to thisresolution including powers to any officer(s) or authorized signatory (ies) of hereby to alsoauthorised delegate allor any of its RESOLVEDFURTHER THAT theBoard beandis Shareholders. foregoinginterest inthebest of theCompany andits in thisconnection andto effectany modification to the may beincidental, consequential, relevantor ancillary of proceeds of the Warrants, take allothers steps which conversion of Warrants into Equity Shares and utilisation offer, issueandallotmentof theConvertible Warrants, ordifficulties doubts thatmay ariseinregard to the ofthe purpose thisresolution, to settle allquestions, absolute discretion deem necessary or desirable for into arrangement/ agreements astheBoard may inits execute allsuch writings andinstruments andenter and conversion of Warrants into Equity Shares, to offer, issueandallotment of theConvertible Warrants including limitation without to issueclarifications onthe deem necessary, expedient or desirable for purpose, such and matters astheBoard may, initsabsolute discretion, behalf of theCompany to doallsuchacts,deeds,things committee there off) beandishereby authorized on effectto thisresolution, theBoard (includingany RESOLVEDFURTHER THAT for of the purpose giving 3. 2. 1. NOTES: Date: 04.12.2020 Place: Hyderabad the Members will not beavailable for the AGM and Accordingly, thefacility for appointment of proxies by has beendispensed with. through VC /OAVM,physical attendance of Members is being held pursuant to the MCA and SEBI Circulars need not beaMember of theCompany. Since this AGM proxy to attend and vote onhis/her behalf andtheproxy to attend and vote at the AGM isentitled to appoint a Pursuantto theprovisions of the Act,a Member entitled under Section 103of theCompanies Act, 2013. be counted for of thepurpose reckoning thequorum Members attending the AGMthrough VC /OAVM shall the AGM.of Office of theCompany which shallbethedeemed venue AGMshall bedeemedto beconducted atthe Registered April 15,2020issuedby theICSI,proceedings of the applicability of Secretarial Standards -1and2dated of India (“ICSI”)read Clarification/Guidancewith on Meetings issuedby theInstitute of Company Secretaries accordance the Secretarialwith Standard-2 on General of theCompany shallbeheldthrough VC /OAVM.In Listing Regulations”) andMCA Circulars, the AGM and Disclosure Requirements) Regulations, 2015(“SEBI Companies Act, 2013(“Act”), SEBI(ListingObligations common venue. In compliance theprovisionswith of the the physical without presence of theMembers at a Annual General Meeting (“AGM”) through VC /OAVM, referred to as“MCA Circulars”) permitted to conductthe 2020, April 13,2020and April 8,2020(collectively dated June 15,2020read Circularswith dated May 5, Ministry of Corporate Affairs (“MCA”) has vide itsCircular In view of the continuing COVID-19 pandemic,the resolution.” legal advisors, if required, to give effect to the aforesaid bankers or other professional advisors, consultants and for Vivimed LabsLimited By order of theBoard Company Secretary K.Yugandhar Sd/- 10. 9. 8. 7. 6. 5. 4. annexed to this AGM Notice. hence theProxy Form and Attendance Slip are not transferred only indematerialized form effectwith as amended,securitiesof listed companies can be As per Regulation 40of SEBIListingRegulations, Notice to themembers, separately. Userabout and password ID along acopywith of this Remote e-voting which inter alia would contain details The Company will alsosendcommunication relating to e-voting are given inthisNotice under Note No. 20. Instructions andother information relating to Remote is providing facility for voting by electronic means. through electronic voting system andtheCompany The businesssetin the Notice out will betransacted map isnot annexed to this AGMNotice. Since the AGM will beheldthrough VC/OAVM, theroute reckoning under thequorum Section 103of the Act. attending theMeeting will becounted for of thepurpose for record of attendance atthe AGM Memberand such using theremote e-voting credentials shallbeconsidered The Member’s log-in to the Video Conferencing platform to [email protected]. email address to [email protected] acopywith marked be sentto theScrutinizer by emailthrough itsregistered during the AGM. The said Resolution/Authorization shall its behalf andto vote through remote e-voting or voting representative to attend the AGMthrough VC /OAVMon body Resolution/Authorization etc., its authorizing scanned copy (PDF/JPGFormat) of itsBoard or governing individuals /HUF,etc.) NRI, are required to senda Institutional /Corporate Shareholders (i.e.other than fair andtransparent manner. as theScrutinizer to scrutinize thee-voting process ina Company Secretary (Membership No.5868, CP No.2886), has appointed Mr.N.V.S.S.Suryanarayana Rao, Practicing The Board of Directors of theCompany (the “Board”) 2020. Services (India) Limited (“CDSL”) ason4thDecember, Depository Limited (“NSDL”) /Central Depository Beneficial Owners asreceived from National Securities whose namesappear intheRegister of Members/of List This AGMNotice isbeingsent to alltheMembers,

209 Annual Report 2019-20 210 VIVIMED LABS LIMITED 13. 12. 11. the transferee(s) to acopy furnish of their PAN card to companies inphysical form, itshallbemandatory for transactions involving transfer of shares of listed securities market transactions andoff market/private of theaforesaid circular,is hereby it clarifiedthat for irrespective of the amount of transaction. In continuation for allparticipants transacting inthesecurities market, 27, 2007,madePANthe soleidentification number circular ref no. MRD/DoP/CIR- 05/2007 dated April The Securities andExchange Board of India (SEBI) vide form. to RTA in case the shares are held by them in physical in casetheshares are heldby theminelectronic form and account number, MICRcode, IFSC code, etc., to their DPs details as,nameof such thebank andbranch details, bank (PAN), mandates, nominations, power of attorney, bank telephone/ mobilenumbers, Permanent AccountNumber pertaining to their name,postaladdress, emailaddress, Members are requested to intimate changes, if any, shares heldinphysical form theCompany’swith RTA. their respective Depository Participants andinrespect of in respectof shares heldindematerialized form with thisinitiativesupport by registering their email addresses been registered. Accordingly, members are requested to other modesof services where emailaddresses have not wherever theemailaddresses are available; andthrough / Annual Reports, etc., to theshareholders through email, of theabove theCompany will sendNotices /Documents to theshareholders through electronic In medium. view delivery of Notices /Documents / Annual Reports, etc., by allowing paperlesscompliances andrecognizing undertaken a‘Green Initiative inCorporate Governance’ April 21,2011and April 29,2011respectively), has (vide itscircular nos.17/2011and18/2011dated The Ministry of Corporate Affairs, Government of India Private Limited (“RTA”) for assistance inthisregard. RegistrarsTransferand Consultants Agents, Aarthi form. Members cancontactthe Company or Company’s to consider converting their holdingsto dematerialized members holdingshares inphysical form are requested physical shares andfor easeof portfolio management, view of this and to eliminate allrisksassociated with for transmission or transposition of securities.In from, April 1,2019,except incaseof request received 20. 19. 18. 17. 16. 15. 14. shares. the Company /RTAs for registration of transfer such of follows: Instructions for e-voting andjoiningthe AGMare as com. the Stock Exchanges i.e.BSELimited at www.bseindia. Company’s website www.Vivimedlabs.com,of websites Annual Report2019-20 will alsobeavailable onthe Depositories. Members may note that theNotice and email addresses are registered theCompany/with only through electronic modeto thoseMembers whose along with the Annual Reportis beingsent2019-20 SEBI Circular dated May 12,2020,Notice of the AGM In compliance theaforesaidwith MCA Circulars and 2020. Board of Directors for thefinancial year endedMarch 31, No Dividend onequity shares as recommended by the the Company suitably. [email protected]. The same will bereplied by December 15,2020through emailon yugandhar. are requested to write to theCompany onor before the accounts or any matter to beplaced at the AGM Members seekingany information regardwith to to vote at the AGM. the Register of Members of theCompany will beentitled appears asthefirstholder intheorder of namesasper In caseof jointholders, theMember whose name changes. be issuedtowill Members such after makingrequisite holdings inonefolio. A consolidated share certificate together thesharewith certificates for consolidating their send to the Company or RTA, the details of foliossuch order of names,inmore thanonefolio are requested to Members holdingshares inphysical form, inidentical participant, if heldinelectronic form. in physical form, andto their respective depository - 13toSH theCompany /RTA, incaseof shares held this facility may nomination submit inprescribed Form eventof his/her death. Members desirous of availing whom theshares heldby him/her shall vestin the a member of theCompany may nominate aperson on In terms of Section 72of theCompanies Act, 2013, 5. 4. 3. 2. 1. A. VOTING THROUGH ELECTRONIC MEANS:

www.evotingindia.com. e-Voting facility ande-voting system duringthe AGMi.e. the website of CDSL (agency for providing theRemote nseindia.com. The AGMNotice isalsodisseminated on i.e. BSELimited at www.bseindia.com at andNSE www. also beaccessed from the website of theStock Exchanges of theCompany at www.Vivimedlabs.com. The Notice can calling the AGM/EGMhas been onthe uploaded website Circular No. 17/2020dated April 13,2020,theNotice In line theMinistrywith of Corporate Affairs (MCA) evotingindia.com. CDSL intimating DP IDandClient ID/Folio No. at www. and password for Remote e-voting by sendingemailto shares as on the cut-off date, may obtain the User ID after dispatch of theNotice of the Meeting andholding Any person, who becomes members of theCompany e-voting /Poll. date, only shallbeentitled to avail thefacility of Remote owners maintained by thedepositories asonthecut-off the register of members or intheregister of beneficial on thecut-off date, aperson whose nameisrecorded in beneficial owner (in case of electronic shareholding) as of shares registered inthenameof themember / Voting rights shallbereckoned onthepaid-up value cast their vote again. the AGMthrough VC /OAVMshall not but beentitled to e-voting prior to the AGMmay alsoattend/ participate in The Members who have casttheir vote by remote below. Notice. The for instructions e-voting are given herein provided by onalltheresolutions CDSL, set forth inthis their vote electronically, through thee-voting services the Members are provided thefacilitywith to cast to andRegulation time, 44of theSEBIListingRegulations, and Administration) Rules, 2014, as amendedfrom time Act,read Rulewith 20of theCompanies (Management In compliance theprovisionswith of Section 108of the 6. 9. 8. 7. End of remote e-voting: e-voting: Commencementof remote

following period: The remote e-voting facility will beavailable duringthe the Meeting, i.e.December 30,2020. Resolutions shallbedeemedto bepassedonthedate of Subject to receipt of requisite number of votes, the Stock Exchanges. results shallsimultaneously becommunicated to the on the website of CDSL at www.evotingindia.com. The website of theCompany www.Vivimedlabs.com and consolidated scrutinizer’s report shall be placed on the to theChairman. The results declared along the with a consolidated scrutinizer’s report thesame andsubmit later than48hours of conclusion of theMeeting, make meeting (Poll) andthrough Remote e-voting, will, not The Scrutinizer, after the scrutinizing votesat cast the period. shall bedisabledby CDSL expiry upon of aforesaid aforesaid date andtheRemote andtime e-voting module The Remote e-voting will not beallowed beyond the the AGM. shall be eligible to vote through e-voting system during e-voting andare otherwise not barred from doingso, nottheircast vote ontheResolutions through remote present inthe AGM through VC / OAVM facility and have CDSL for voting thereafter. Those Members, who be will electronically. The e-voting module shallbedisabledby December 24,2020i.e.cut-off date, maytheir cast vote in physical form or indematerialized form, ason During thisperiod,Members holdingshares either December 29,2020 IST5:00 p.m. on Tuesday, December 27,2020 9:00 a.m.IST onSunday,

211 Annual Report 2019-20 212 VIVIMED LABS LIMITED 9. 8. 7. 6. 5. 4. 3. 2. 1. B.

your password confidential. CDSL platform. Itis strongly recommended notto share your password with any other person andtake care utmost to keep for resolutions of any other company on which they are eligibleto vote, provided that company opts for e-voting through login password inthenew password field.Kindly note that thispassword isto bealsousedby thedemat holders for voting holding shares indematform nowwill reach ‘Password Creation’ menu wherein they are required to mandatorily enter their Shareholders holdingshares inphysical form then directlywill reach theCompany selectionscreen. However, shareholders After entering these details appropriately, clickon“SUBMIT” tab. If you are afirst user time follow thesteps given below: company, then your existing password isto beused. If you are holdingshares indemat form andhadlogged onto www.evotingindia.com and voted onanearlier e-voting of any Next enter theImage Verification asdisplayed andClickonLogin. e-Voting option andproceed directly to cast your vote electronically. Login -Myeasi Alternatively, if youare registered for CDSL’s EASI/EASIESTe-services, youcan log-in at htttps://www.cdslindia.com from OR c. Shareholders holdingshares inPhysical Form shouldenter Folio Number registered with theCompany. b. For8 Character NSDL: DP IDfollowed by 8Digits Client ID, a. For 16digitsbeneficiary CDSL: ID, Now enter your User ID Click on“Shareholders” module. The shareholders shouldlog onto thee-voting website www.evotingindia.com. Shareholders who have already voted prior to themeeting date would not beentitled to vote at themeeting venue. THE DETAILS OF THE PROCESS AND MANNERFOR REMOTE E-VOTING ARE EXPLAINEDHEREINBELOW: OR Date of Birth (DOB) Dividend Bank Details PAN using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIESTe-services, clickon • If both thedetails are not recorded thedepositorywith or company pleaseenter the demat account or inthecompany records inorder to login. Enter theDividend Bank Details or Date of Birth (indd/mm/yyyy format) asrecorded in your • In casethesequence number islessthan8digitsenter number theapplicable of 0’s • Shareholders who have notupdated their PAN theCompany/Depositorywith Participant both demat shareholders as well asphysical shareholders) Enter your 10 *PANdigit alpha-numeric issued by Income Tax Department (Applicable for For Shareholders holdingshares inDemat Form andPhysical Form (v). member id/folio number intheDividend Bank details fieldasmentioned ininstruction PAN field. your nameisRamesh Kumar sequencewith number 1thenenter RA00000001inthe before thenumber after thefirsttwo characters of thenameinCAPITAL letters. Eg. If RTA. are requested to use the sequence number sent by Company/RTA or contact Company/ 2. 1. C. 17. 16. 15. 14. 13. Clickonthe“RESOLUTIONS LINK” FILE if you wish to 12. 11. 10. For shareholders holdingshares inphysical form, the

Consolidated Account statement, PAN (self attested + CLID),DPID 16 digit Name, clientmaster or copy of account details (CDSL-16 digitbeneficiary IDor NSDL- For Dematshareholders please provide -, Demat email id. scanned copy of Aadhar Card) by emailto Company/RTA scanned copy of PANcard), (self AADHAR attested of theshare certificate (frontand back),PAN (self attested details like Folio No., Name of shareholder, scanned copy For Physical shareholders-please provide necessary RESOLUTIONS PROPOSED IN THIS NOTICE: LOGIN FOR CREDENTIALS E-VOTING FOR THE WITH THE DEPOSITORIES FOR OBTAINING NOTEMAILREGISTERED ADDRESSESARE PROCESSFOR THOSE SHAREHOLDERSWHOSE the details asprompted by thesystem. verification code andclickonForgotPassword &enter password thenEnter theUserand theimage ID If ademat account holder hasforgotten thelogin “Click here to print” option onthe Voting page. Youcan alsotake aprintof the votesby cast clickingon will not beallowed to modify your vote. Once you “CONFIRM” your vote ontheresolution, you accordinglymodify your vote. “OK”, elseto change your vote, clickon“CANCEL” and be displayed. If you wish to confirm your vote, clickon vote on,clickon“SUBMIT”. A confirmation box will After selectingtheresolution youhave decidedto view theentire Resolution details. and option impliesthat NO you dissent to theResolution. The option YES impliesthat youassent to theResolution NO” for voting. Select theoption YES or asdesired. NO DESCRIPTION” andagainstthesameoption “YES/ On the voting page, you see “RESOLUTIONwill which you chooseto vote. Click ontheEVSN for therelevant on contained inthisNotice. details canbeusedonly for e-voting ontheresolutions 1. E. 6. 5. 4. 3. 2. 1. D.

scanned copy of Aadhar Card) to Company/RTA emailid. scanned copy of PANcard), (self AADHAR attested e-voting. mentionedsame astheinstructions above for Remote The procedure for e-Voting onthe day of the AGMis UNDER:- THE AGMDURING AREAS INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING questions duringthemeeting. a speaker will only beallowed to express their views/ask Those shareholders who have registered themselves as will bereplied to by thecompany suitably by email. id, mobilenumber at (company emailid). These queries their name,demataccount number/folio number, email queries inadvance5 days prior to meeting mentioning to speakduringthe AGMhavebut may queries sendtheir at (company emailid). The shareholders who donot wish account number/folio number, emailid,mobilenumber 5days prior to meeting mentioning their name,demat as aspeaker by sendingtheir request inadvance atleast questions duringthemeeting may register themselves Shareholders who would like to express their views/ask mitigate any kindof aforesaid glitches. recommended to useStable Wi-Fi orConnection LAN to to Fluctuation intheir respective network. It istherefore Mobile Hotspot may experience Audio/Video lossdue Devices or Tablets or through Laptop connecting via Please note thatParticipants Connecting from Mobile during themeeting. use Internet agoodwith speedto avoid any disturbance Further shareholders will berequired to allow Camera and Laptops /IPads for better experience. Shareholders are encouraged to jointheMeeting through login where theEVSN of Company will bedisplayed. for VC/OAVM will beavailable inshareholder/members login by usingtheremote e-voting credentials. The link www.evotingindia.com under shareholders/members system. Shareholders may access thesameathttps:// AGMthrough VC/OAVM through theCDSL e-Voting Shareholder will beprovided with afacility to attend the OAVMTHE AGMTHROUGH / VCUNDER: AREAS INSTRUCTIONS FOR SHAREHOLDERSATTENDING

213 Annual Report 2019-20 214 VIVIMED LABS LIMITED • • • • • • 18. Note for Non –Individual Shareholders Custodians and 4. 3. 2.

vivimedlabs.com if they have voted from individual tab & viz; [email protected] and yugandhar.kopparthi@ the Scrutinizer and to the Company at the email address duly authorized signatory who are authorized to vote, to etc. together attestedwith specimen signature of the to sendtherelevantBoard Resolution/ Authority letter Alternatively Non Individual shareholders are required the system for thescrutinizer to verify thesame. Custodian, if any, inPDF shouldbeuploaded format in Attorney (POA) which they have issuedinfavour of the A scannedcopy of theBoard Resolution andPower of the accounts they would be ableto casttheir vote. to [email protected] andonapproval of The list of accounts linked in the login should be mailed for which they wish to vote on. The Compliance User would be able to link the account(s) should becreated usingtheadminlogin andpassword. After receiving thelogin details aCompliance User [email protected]. the stampandsignof theentity shouldbeemailedto A scanned copy of theRegistration Form bearing “Corporates” module. www.evotingindia.com andregister themselves inthe HUF, NRIetc.) andCustodians are required to log onto Non-Individual shareholders (i.e.other thanIndividuals, be eligibleto vote at the AGM. will be eligible to attend the AGM. However, they will not Shareholders who have voted through Remote e-Voting shareholders attending themeeting. of e-voting duringthemeeting isavailable only to the shareholders shallbeconsidered invalid asthefacility through VC/OAVM facility thenthe votes castby such shareholders have not participated inthemeeting e-voting available duringthe AGMand if thesame If any Votes are castby theshareholders through the vote through e-Voting system available duringthe AGM. otherwise not barred from doingso,shallbeeligibleto vote ontheResolutions through remote e-Voting andare through VC/OAVM facility and have not casted their Only thoseshareholders, who are presentin the AGM the Company. Notice, exceptto theextentof their shareholding, if any, in proposed Ordinary Resolution as setat out Item No.3 of the Company or their relatives isconcerned or interested inthe None of theDirectors andKey Managerial Personnel of the the financial year ending31stMarch, 2021. ofthe audit thecost records of theCompany, if required, for of remuneration payable to the Cost Auditor for conducting the Ordinary Resolution as setat out Item No.3 for ratification Accordingly, consent of themembers is sought for approving shall beratified by themembers of theCompany. Audit) Rules, 2014, the remuneration payable to Cost Auditor Auditors) Rules, 2014andCompanies (Cost Records and Companies Act, 2013read theCompanieswith (Auditand In accordance with the provisions of Section 148 (3) of the any, incurred inconnection theaudit. with and reimbursement ofof out pocket expenses at ifactuals, Rs.1.1 lacs(Rupees One lac Ten thousandonly) excluding GST March,ending 31st 2021,ata remuneration notexceeding accounting records of the Company for the financial year No.000326), as the Cost Auditor for audit of the cost M/s.A.S.Rao &Co, Cost Accountants (Firm Registration December 04,2020,hadapproved there-appointmentof Item No.3: The Board of Directors atits meeting heldon COMPANIES ACT,2013 STATEMENT PURSUANT TO SECTION 102(1)OF THE or callon022-23058542/43. 400013 or sendanemailto [email protected] Compounds, NM Joshi Marg, Lower Parel (East), Mumbai - Limited, A Wing, 25thFloor, Marathon Futurex, Mafatlal Mill Manager, (CDSL, )Central Depository Services (India) electronic meansmay beaddressed to Mr. Rakesh Dalvi, All grievances connected thefacilitywith for voting by (022-23058543) or Mr. Rakesh Dalvi (022-23058542). Mr. Nitin Kunder (022-23058738)or Mr. Mehboob Lakhani write anemailto [email protected] or contact available at www.evotingindia.com,undersection or help Frequently Asked Questions (“FAQs”) ande-voting manual & e-Voting from thee-Voting System, you may refer the If you have any queriesor issuesregarding attending AGM scrutinizer to verify thesame. not sameintheCDSLuploaded e-voting system for the resolution. of office of Mrs.Umanath Varahabhotla asmentioned in the meeting heldon August 13,2020 approved thecontinuance of Mrs.Umanath Varahabhotla, the Board of Directors at its Remuneration Committee and keeping in view the expertise Based ontherecommendations of theNomination & Regulations andisindependent of themanagement. Director as specified in the Act and the SEBI Listing the conditions for her re-appointment as an Independent In theopinionof theBoard, Mrs.Umanath Varahabhotla fulfills rotation. Act andRules madethere under. She isnot liableto retire by terms of Section 149andother provisions applicable of the Annual General Meeting to be held in calendar year 2025 in General Meeting to beheldincalendar yearto 2020up 37th Director of theCompany commencing from 32nd Annual appointment of Mrs.Umanath Varahabhotla asanIndependent The resolution seekstheapproval of members for there- Independent Director. SEBI ListingRegulations andher consentto continue asan (6) of the Companies Act, 2013 & Regulation 16(1)(b) of criteria of independence asprescribed under Section 149 Section 164of the Act, declaration that hemeets the with being re-appointed as an Independent Director in terms of Mrs.Umanath Varahabhotla that, sheisnot disqualifiedfrom The Company hasreceived intimation inFormfrom DIR-8 five years, onpassingof aspecialresolution by shareholders. shall beeligiblefor re-appointment, for another term of upto upto five consecutive years ontheBoard of aCompany but 2013, an Independent Director shallhold office for a term As per theprovisions of Section 149of theCompanies Act, Meeting to beheldincalendar year 2020. Company for aperiodof 5 yearsto up 32nd Annual General Umanath Varahabhotla asanIndependent Director of the September 30,2015approved theappointment of Mrs. Company at the 27th Annual General Meeting held on provisions of the Companies Act, 2013, members of the 21/03/2015. In terms of Section 149 and other applicable appointed asaDirector ontheBoard of theCompany on Item No.4: Mrs.Umanath Varahabhotla (DIN:06539204) was Item No.3 of theNotice for approval by themembers. The Board recommends theOrdinary Resolution assetat out ManagementGraduate. He isthedrivingforce behindthe Item No.5: Mr. Santosh Varalwar aged 58 years isa approval of themembers, by way of Special Resolution. Board recommends theresolution set-forth inItem No.4 for resolution. concerned or interested, financially or otherwise, inthe Varahabhotla, to whom theresolution relates, isinany way, the Company and / or their relatives except Mrs.Umanath None of the Directors or Key Managerial Personnel of at theRegistered Office of theCompany. terms andconditions isavailable for inspectionby members Varahabhotla as an Independent Director settingthe out Copy of thedraft letter for re-appointment of Mrs.Umanath her re-appointment. rated her satisfactory onallparameters andrecommended evaluated theperformance of Mrs.Umanath Varahabhotla, The Nomination & Remuneration Committee and the Board (5) meeting of theBoard heldduringthe year 2019-20. Audit Committee of the Company. She has attended the five Nomination &Remuneration Committee, and Charperson of Directors/KMPs of the Company. She is the Member of Vivimed LabsLimited. She isnot related to any other Mrs.Umanath Varahabhotla does not hold any shares of Eye Institute. at Elbit Medical Diagnostics Ltd, Administrator AT L V Prasad Alliances &Partnerships (Corporate Center) atCEO EMRI, Services, CEO AT Park Specialties Hospitals, Lead Partner – Athena Energy . Vice-president at Tata Business Support as Start-upincubator –LVP, ELBIT, EMRI, Health &CSRat Acknowledged to haveorganizations built andpeople.Served pilotingof andscaling-up strategically important initiatives. and SoPs from Conceptualization to Operationalization for Responsibility.Creating organizational systems, processes Healthcare, Hospital systems management, Corporate Social Business Administration, She has 32+ years of experience in Mrs.Umanath Varahabhotla aged 58isaDoctorate (Ph.D) in PROFESSIONAL EXPERIENCE: motivational leadership. thinking, andexcellence inexecution acapacitywith for is known for contagious passionfor innovation, visionary professional ahighdegreewith of personal integrity. She She isrecognized by clients andcolleagues, aconsummate

215 Annual Report 2019-20 216 VIVIMED LABS LIMITED and theremuneration payable to him. The re-appointment of the re-appointment of Mr.Santosh Varalwar as an MD of themembers isbeingsought to theterms andconditions particularly the expansion of markets abroad. The approval the efforts madeby himto theimprovementof thesalesmore interestthe best of theCompany for theresults shown and re-appointment of Mr.Santosh Varalwar isappropriate andin period of 5(five) years effective from 14thAugust2020. The Santosh Varalwar of asanMD theCompany for afurther Remuneration Committee, has decided to re-appoint Mr. Directors ontherecommendation of theNomination and consistently shown andresults exhibited, theBoard of expired on 13th August 2020. Considering the commitment current term of office of Mr. Santosh Varalwar asanMD 2015 for aperiodof five years w.e.f.14th August 2015. The the 27th Annual General Meeting heldon30thSeptember Varalwar was re-appointed as an byMD the members in In view of hisexpertise andmanagerial abilities,Mr. Santosh Research Ltd . companies namely Soneas ChemicalsLtd andSoneas Finoso PharmaLtd Pvt and in2018,acquired two Hungary Indian companies namely Vivimed Labs(Alathur)Ltd Pvt and Spain based API firmUquifa. In the year 2013,acquired two 55 millionofled USD the75-year oldprestigious Barcelona, Inc, US.In November, 2011,Mr Santosh Varalwar successfully Vivimed LabsEurope Limited, UK)andHar –Met International companies namely James Robinson Europe Limited (now leadership, theCompany successfully acquired two overseas create aglobalentity. In the years 2008 and 2009 under his merged VVS Pharmaceuticals inthe year to consolidate and steered theCompany to various successfulmilestones and success having beenoversubscribed Since 40times. then,he inthe BSE/ NSE year issue 2005andthepublic was alltime as Vivimed LabsLimited. Vivimed Labs Limited was listed on was later converted into limiteda public company and named Pharmaceuticals andChemicalsPrivate Limited, Bidar, which the business to manufacture of API’s by acquiring EMGI Pharmaceuticals from the year 1985andlater onexpanded entrepreneurial journey. He hasplayed anactive role in VVS sevenabout years before embarkingonahighly successful on international marketing. He served Mercantile Marine for global exposure, which helpedhimsubsequently to focus to understand indepth mercantile trade andhadimmense Shipping Corporation of India (SCI)andhadanopportunity phenomenal growth of Vivimed LabsLimited. He worked in expertise, knowledge and vision helped VVS to transform various costcontrol systems inproduction process. His well-equipped in-houseQuality Control andintroduced is mainly responsible for developing aSophisticated and (VVS), (Now standsmerged with Vivimed Labs Limited). He and started VVS PharmaceuticalsLtd. andChemicalsPvt. Andhra Pradesh Government Enterprises. He conceptualised special officer for Meatand Poultry DepartmentCorporation of various vaccines for livestock andpoultry. He worked asa Husbandry, he was involved inadministration and production Pradesh. During histenure Departmentwith of Animal Departmentof Animal Husbandry, Governmentof Andhra experience in The Municipal Corporation of Hyderabad and from Edinburgh University, U.K. He hasmore than31 years hasdonehispost-graduation(VBRI) in Veterinary Sciences Director of “The Veterinary Biological andResearch Institute” Item No.6: Dr.V.Manohar Rao aged 84 years, Retired as Joint proposed Resolution concerned or interested financially or otherwise in the or any relatives of Directorsuch or KMPs, are in any way Directors, Key Managerial Persons (KMPs) of the Company Resolution. Save andexcept theabove, noneof theother deemed to beconcerned or interested intheproposed Subhash VaralwarDirectors along their with relatives are Mr.Manohar Rao Varalwar, Mr.Sandeep Varalwar and Mr Item No.5 for approval of theMembers The Board recommends the Special Resolution set forth in commencing from 14th August 2020. Varalwar of asanMD theCompany for aperiodof five years Rules madethereunder for there-appointment of Mr.Santosh provisionsapplicable of theCompanies Act,2013, andthe of Sections 196and197read Schedulewith V andother The resolution seekstheapproval of themembers interms this regard, remuneration. asminimum as may beprescribed by theGovernmentfrom to time in time Schedule V to theCompanies Act, 2013or other such limits limits andconditions specifiedunder Section IIof Part IIof commission or any other allowances inaccordance the with Varalwar, theremuneration by way of salary, perquisites, year during his tenure, the Company shall pay to Mr.Santosh In theeventof any lossor inadequacy of profits inany financial approvals if any . of Mr.Santosh Varalwar issubjectto asanMD necessary of suchDirector or KMPs, are inany way concerned or Managerial Persons (KMPs) of theCompany or any relatives Save andexcept theabove, noneof theother Directors, Key to beconcerned or interested intheproposed Resolution. Varalwar, Directors along theirwith relatives are deemed Mr Sandeep Varalwar, Mr Subhash Varalwar andMr.Santosh Item No.6 for approval of theMembers. The Board recommends the Special Resolution set forth in years commencing from 14th August 2020. Rao Varalwar asa of WTD theCompany for aperiodof five Rules made thereunder for there-appointment of Mr.Manohar provisionsapplicable of theCompanies Act,2013, andthe of Sections 196and197read Schedulewith V andother The resolution seekstheapproval of themembers interms this regard, remuneration. asminimum as may beprescribed by theGovernmentfrom to time in time Schedule V to theCompanies Act, 2013or other such limits limits andconditions specifiedunder Section IIof Part IIof commission or any other allowances inaccordance the with Rao Varalwar, theremuneration by way of salary, perquisites, year duringhistenure, theCompany shallpay to Mr.Manohar In theeventof any lossor inadequacy of profits inany financial approvals if any . Mr.Manohar Rao Varalwar asa to issubject necessaryWTD the remuneration payable to him. The re-appointment of re-appointment of Mr. Manohar Rao Varalwar as and WTD members isbeingsought to theterms andconditions of the and inthebestinterest of theCompany. The approval of the appointment of Mr.Manohar Rao Varalwar is appropriate of 5(five) years effective from 14th August 2020.The re- Varalwar asa of WTD theCompany for afurther period Committee, hasdecidedto re-appoint Mr.Manohar Rao recommendation of theNomination andRemuneration shown andresults exhibited,Board the of Directorsthe on 14th August 2020.. Considering the commitment consistently office of Mr.Manohar Rao Varalwar asa expired WTD on of five years w.e.f.14th August 2015. The current term of General Meeting heldon30thSeptember 2015for aperiod appointed asa WTD by themembers inthe27th Annual In view of hisexpertise ,Mr. Manohar Rao Varalwar was re- Capsules, Ointments etc. Manufacturing Unit for manufacturing ofOrals, Liquid Tablets, from aBiological Processing Unitinto aPharmaceutical Item No.7 for approval of theMembers. The Board recommends the Special Resolution set forth in five years commencing from 14th August 2020. Sandeep Varalwar asa of WTD theCompany for aperiodof the Rules madethereunder for there-appointment of Mr. provisionsapplicable of theCompanies Act, 2013, and of Sections 196and197read Schedulewith V andother The resolution seekstheapproval of themembers interms this regard, remuneration. asminimum as may beprescribed by theGovernmentfrom to time in time Schedule V to theCompanies Act, 2013or other such limits limits andconditions specifiedunder Section IIof Part IIof commission or any other allowances inaccordance the with Varalwar, theremuneration by way of salary, perquisites, year during his tenure, the Company shall pay to Mr.Sandeep In theeventof any lossor inadequacy of profits inany financial to necessary approvals if any. re-appointmentof Mr. Sandeep Varalwar asa issubject WTD Varalwar asa andtheremunerationWTD payable to him. The terms andconditions of there-appointment of Mr.Sandeep Company. The approval of themembers isbeingsought to the Sandeep Varalwar isappropriate andinthebestinterest of the effective from 14th August 2020. The re-appointment of Mr. as a ofWTD theCompany for afurther periodof 5(five) years Committee, has decided to re-appoint Mr. Sandeep Varalwar recommendation of theNomination andRemuneration shown andresults exhibited,Board the of Directorsthe on August 2015.Considering thecommitment consistently office of Mr. Sandeep Varalwar asa expiredWTD on13th of five years w.e.f.14th August 2015. The current term of General Meeting heldon30thSeptember 2015 for aperiod appointed as a byWTD the members in the 27th Annual In view of hisexpertise, Mr. Sandeep Varalwar was re- Directortime ontheBoard of Vivimed LabsLimited Vivimed LabsLimited, Mr.Sandeep isappointed asa whole Ltd.and ChemicalsPvt After theCompany’s merger with the Company and took an active role in VVS Pharmaceuticals is themainstrength behindthegrowth of Pharma divisionof manufacturing andmarketing divisionsof Pharma industry. He graduation, hegainedmore than25 years of richexperience in completed hisGraduation inB.Pharmacy. After completion of Item No.7: Mr. Sandeep Varalwar, aged 51 years has interested financially or otherwise in the proposed Resolution

217 Annual Report 2019-20 218 VIVIMED LABS LIMITED The Board recommends theSpecial Resolution set forth inItem No.8 for approval of theMembers. (iii) Natural Private Global personbehindFinman Limited Essell and Tradelinks India Limited The intention to subscribeto theoffer by Promoters/ Non-Promoters isto participate inthegrowth prospects of theCompany. (Issue of andDisclosure Capital Requirements) Regulations, Private Limited and Essell Tradelinks India Limited under SEBI to theoffer and(iii)natural person behindFinman Global or Key Managerial Personnel of the Company to subscribe (ii) Intent of the Promoters/ Non- Promoters, the Directors allottees i.e. Ashwini Gooty Agraharam andMadhavi Varalwar, data) about(i)In promoters warrants postIssue %of 2 company notproperly mentioned (printing/ pastingmissing However, inexplanatory statementof theresolutions the non-promoter groupof thecompany onpreferential basis. basis, and (2) to issue convertible warrants to non-promoter(s)/ promoter(s)/promoter groupof thecompany onpreferential 2020 regarding (1)to issueconvertible warrants to through postalballot andelectronic modeon29thFebruary, Item No.8: The Company haspassedthe Special Resolutions proposed Resolution concerned or interested financially or otherwise in the or any relatives of Directorsuch or KMPs, are in any way Directors, Key Managerial Persons (KMPs) of the Company Resolution. Save andexcept theabove, noneof theother are deemedto beconcerned or interested intheproposed Mr.Santosh Varalwar, Directors along theirwith relatives Mr.Manohar Rao Varalwar, Mr.Subhash Varalwar and laws of India India Under the incorporated in a company India Limited, Essell Tradelinks laws of India India Under the incorporated in a company Private Limited, Finman Global Name of proposed Allottee Group Promoters Non Group Promoters Non Category 11.Finman Global Private Limited Ltd,Pvt 10.Yadlapalli Madan Mohan & 8.G.Satish Chandra, 9.Essell Consultants 6.Y. Venkateswara Rao, 7.P.Bhaskar Rao, Sailaja, 5.Chitta Pragada Kiran Kumar, Aruna Kumari, 3.R.Srinivas, 4.K. Ananda by1.Rayavarapu Ananda Lakshmi,2.R. ownership isheld 100% beneficial Kiran Kumar Sivaprasad Rayavarapu Pragada2. Chitta 100% beneficial ownership isheldby 1. Ultimate beneficial owners to theoffer or Key Managerial Personnel of theCompany to subscribe (ii) Intent of the Promoters/ Non- Promoters, the Directors Ashwini Gooty Agraharam andMadhavi Varalwar (i) In promoters warrants postIssue %of 2allottees i.e. Regulations, 2009: the SEBI(Issue of andDisclosure Capital Requirements) has proposed theabove resolution no.8incompliance with the Shareholders intheir meeting. Therefore, theCompany for above mentioned corrections andgetthe sameratified by Exchanges) . The Company hasto passSpecial resolutions for and National Stock Exchange of India Limited (The Stock forhas applied theIn-principle Approval to BSELimited 2009 Butthe correct data ismentioned below theCompany Madhavi Varalwar Agraharam Ashwini Gooty proposed Allottee Name of Preferential capital Group Promoters Group Promoters Category % of post- to beheld 4.63 4.63 2.50 2.32 held tocapital be Preferential % of post- Control, if any Change in N.A. N.A. N.A. N.A. any Control, if Change in of Warrants to Promoter Group. Varalwar their relatives who are deemedto beconcerned since oneof theproposed resolution pertainsto thepreferential issue otherwise inthesaidresolution except Mr.Santosh Varalwar, Mr.Sandeep Varalwar Mr.Subhash Varalwar andMr.Manohar Rao None of theDirectors, Key Managerial Personnel &their Relatives are inany way, concerned or interested financially or Date: 04.12.2020 Place: Hyderabad By order of theBoard for Vivimed LabsLimited Company Secretary Sd/- K.Yugandhar

219 Annual Report 2019-20 220 VIVIMED LABS LIMITED Place: Date: E-mail Address :______PAN No. :______DP ID/Client ID/Regd. Folio No. :______Name of Sole /First Holder :______email address given below in your records for sendingcommunication through email. I agree to receive alldocuments /notices includingthe Annual Report of theCompany inelectronic mode.Please register my Company: Vivimed labsLimited Email :[email protected]. Phone :040-27638111/27634445,Fax :040-27632184 Domalguda,1-2-285, Hyderabad –500029 ConsultantsAarthi Private Limited To FORM FOR REGISTRATION OF EMAIL ADDRESS FOR RECEIVING DOCUMENTS/NOTICES BY ELECTRONIC MODE ANNEXURE – A ANNEXURE (Signature of Member) Date of Birth Director Identification Number Name of theDirector Particulars Shareholders/ Investors Grievance Committee) Public Companies (includesonly AuditCommittee; and Chairmanships/ Memberships of Committees of other (excluding Foreign Companies andSection 8Companies) Chairmanships/ Directorships of other Companies areas functional Expertise inspecific Shareholding intheCompany Qualifications ofDate Appointment Nationality Date of Birth Director Identification Number Name of theDirector Particulars Shareholders/ Investors Grievance Committee) Public Companies (includesonly AuditCommittee; and Chairmanships/ Memberships of Committees of other (excluding Foreign Companies andSection 8Companies) Chairmanships/ Directorships of other Companies areas functional Expertise inspecific Shareholding intheCompany Qualifications ofDate Appointment Nationality Date of Birth Director Identification Number Name of theDirector Particulars DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING ANNEXURE –B 29.03.1962 00054763 Mr.Santosh Varalwar 3 NIL NIL for pilotingof andscaling-up strategically important initiatives processes andSoPs from Conceptualization to Operationalization organizational systems, finance, legal, general administration, systems management,Corporate Social Responsibility. Creating She has 29+ years of experience in Healthcare, Hospital NIL Doctorate (Ph.D) inBusiness Administration 21/3/2015 Indian 04.03.1962 06539204 UMANATHMrs. VARAHABHOTLA 2 NIL NIL control andR&Dfunction He has around 40 years of experience in Production, Quality 16,16,200 Equity shares Graduate from Leeds University, U.K. PostGraduate inChemicalEngineering andaManagement 09/11/1989 Indian 05/02/1948 00054789 Subhash Varalwar 1

221 Annual Report 2019-20 222 VIVIMED LABS LIMITED Expertise in specific functional areas functional Expertise inspecific Shareholding intheCompany Qualifications ofDate Appointment Nationality Date of Birth Director Identification Number Name of theDirector Particulars Shareholders/ Investors Grievance Committee) Public Companies (includesonly AuditCommittee; and Chairmanships/ Memberships of Committees of other (excluding Foreign Companies andSection 8Companies) Chairmanships/ Directorships of other Companies areas functional Expertise inspecific Shareholding intheCompany University, U.K. Qualifications ofDate Appointment Nationality Date of Birth Director Identification Number Name of theDirector Particulars Shareholders/ Investors Grievance Committee) Public Companies (includesonly AuditCommittee; and Chairmanships/ Memberships of Committees of other (excluding Foreign Companies andSection 8Companies) Chairmanships/ Directorships of other Companies areas functional Expertise inspecific Shareholding intheCompany Qualifications ofDate Appointment Nationality and marketing divisionsof Pharma industry He hasmore than27 years of richexperience inmanufacturing 18,75,647 Equity shares Graduation inB.Pharmacy 23/01/2008 Indian 29.09.1968 01682951 Mr. VaralwarSandeep 5 NIL NIL manufacturing andmarketing Biotechnology, pharmaceutical /chemicals products He hasaround 50 years of experience in Administration, 12,94,225 Equity shares Post-graduation in Veterinary Sciences from Edinburgh 10/11/1994 Indian 01.09.1936 00059815 Dr. Manohar Rao Varalwar 4 NIL NIL products manufacturing andmarketing costefficient, quality complaintpharmaceutical /chemicals He hasaround 35 years of experience inGeneral Management, 55,99,050 Equity shares Management Graduate 09/11/1989 Indian Committees of only Companies public have beenincludedintheaforesaid table. and their Committee memberships are excluded. Membership andChairmanshipof Audit Committees and Investor Grievance disclosure. Also, alternate Directorship, Directorships inPrivate Limited Companies, Foreign Companies andSection 8companies *Directorships andCommittee memberships in Vivimed LabsLimited anditsCommittees are not includedintheaforesaid Date:04.12.2020 Place: Hyderabad Shareholders/ Investors Grievance Committee) Public Companies (includesonly AuditCommittee; and Chairmanships/ Memberships of Committees of other (excluding Foreign Companies andSection 8Companies) Chairmanships/ Directorships of other Companies NIL NIL For andonbehalf of theBoard Vivimed LabsLimited Managing Director Santosh Varalwar (DIN: 00054763) Sd/-

223 Annual Report 2019-20 Notes

VIVIMED LABS LIMITED (CIN: L02411KA1988PLC009465) Plot No. 78-A, Kolhar Industrial Area Bidar, Karnataka - 585403 www.vivimedlabs.com