Directors Report of Vilin Bio Med Ltd.

Mar 31, 2025

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

Financial Highlights

Particulars	2024-2025	2023-2024
Sales	1,480.99	1,580.49
Other Income	46.85	32.43
Total Income	1,527.84	1,612.92
Total Expenses	1,497.26	1,590.40
Profit / (Loss) Before Tax	30.58	22.52
Current Tax	6.95	5.11
Deferred Tax	1.28	1.16
Profit / (Loss) After Tax	22.35	16.24

State of Company Affairs

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

Dividend

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

Transfer to Reserves

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

Changes in Share Capital

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

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

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

Nature of Business

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

Public Deposits

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

Annual Return

A copy of the Annual Return for the Financial Year 2024-2025 pursuant to the Sub-Section (3) of Section 92 of the

Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014 and forming

part of this Report is placed on the website of the Company as per provisions of Section 134(3)(a) and is available at the

following link: http://www.vilinbiomed.co.in/

Director''s Responsibility Statement

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

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

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

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

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

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

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

Directors and Key Managerial Personnel

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

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

b. Changes in the KMP:

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

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

Sl No	Date of the Meeting	Number of Directors entitled to	Number of Directors who
		attend the Meeting	attended the Meeting
1	May 4, 2024	5	5
2	May 29, 2024	5	5
3	August 22, 2024	4	4
4	October 3, 2024	5	5
5	October 30, 2024	5	5
6	September 4, 2024	5	5
7	December 26, 2024	5	5
8	January 10, 2025	5	5
9	January 23, 2025	6	6

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

Sl No	Date of the Meeting	Meeting
1	September 23, 2024	18th Annual General Meeting held through VC/OAVM

Formal Annual Evaluation

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

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

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

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

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

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

• Preparedness for Board and Committee Meetings

• Attendance at the Board and Committee Meetings

• Guidance on Corporate Strategy, Risk Policy and Corporate Performance

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

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

Declaration from Independent Directors on Annual Basis

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

Statutory Auditors

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

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

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

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

Secretarial Audit

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

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

Management Discussion and Analysis

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

Internal Control Systems and their Adequacy

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

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

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

Audit Committee

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

The Audit Committee comprises:

Name of Director	Status in Committee	Nature of Directorship
Mr. Girish Muktevi	Chairman	Non-Executive Independent Director
Mr. K. Veeraiah Chowdary	Member	Non-Executive Independent Director
Mr. Y Madhusudhan Reddy	Member	Managing Director

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

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

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

Date of the Meeting	Committee Strength	Number of Directors Present
May 4, 2024	3	3
August 22, 2024	3	3
October 30, 2024	3	3
January 10, 2025	3	3

Nomination and Remuneration Committee

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

Name of Director	Status in Committee	Nature of Directorship
Mr. K. Veeraiah Chowdary	Chairman	Non-Executive Independent Director
Mr. Sasikanth Paritala	Member	Non-Executive Independent Director
Mr. Girish Muktevi	Member	Non-Executive Independent Director

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

Nomination and Remuneration Committee Meetings and Attendance

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

Date of the Meeting	Committee Strength	Number of Directors Present
May 4, 2024	3	3
August 22, 2024	3	3
October 3, 2024	3	3
December 26, 2024	3	3
January 10, 2025	3	3
January 23, 2025	3	3

Stakeholders Relationship Committee

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

Name of Director	Status in Committee	Nature of Directorship
Mr. K. Veeraiah Chowdary	Chairman	Non-Executive Independent Director
Mr. Sasikanth Paritala	Member	Non-Executive Independent Director
Mr. Y Madhusudhan Reddy	Member	Managing Director

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

Stakeholders Relationship Committee Meetings and Attendance

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

Date of the Meeting	Committee Strength	Number of Directors Present
August 22, 2024	3	3

Risk Management Committee

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

Corporate Governance and Shareholders Information

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

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

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

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

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

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

Policy on Preservation of the Documents

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

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

(b) documents with preservation period of not less than eight years after completion of the relevant transactions
Vigil Mechanism

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

Policy on criteria for determining Materiality of Events

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

Policy on Directors'' Appointment, Remuneration and Other Details

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

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

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

Details of Subsidiary Companies, Associates and Joint Venture Companies

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

Industrial Relations

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

Business Risk Management

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

Transfer of Amounts to Investor Education and Protection Fund

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

Particulars of Employees

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

Corporate Social Responsibility

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

Maintenance of Cost Records

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

Insider Trading Regulations

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

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

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

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

Acknowledgement

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

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

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

Place: Hyderabad

Sd/- Sd/-

Y Madhusudhan Reddy Prasanna Lakshmi Venna

Managing Director Whole-Time Director

(DIN: 02874260) (DIN: 10862263)

---

Mar 31, 2024

The Directors have pleasure in presenting the 18th Annual Report of the Company, together with the Audited Accounts for the Financial Year ended 31st March, 2024

Financial Highlights

(Rs. in Lakhs)
Particulars	2023-2024	2022-2023
Sales	1,580.49	1,231.30
Other Income	32.43	2.44
Total Income	1,612.92	1,233.74
Total Expenses	1,590.41	1,055.58
Profit / (Loss) Before Tax	22.52	178.16
Current Tax	5.11	52.83
Deferred Tax	1.16	0.84
Profit / (Loss) After Tax	16.24	124.50

State of Company Affairs

The Company''s Revenues stood at Rs.1,580.49 Lakhs During the year under review, PAT at Rs.16.24 Lakhs as against the corresponding Previous Year, there was Revenue of Rs.1,231.30 Lakhs and the PAT was Rs.124.50 Lakhs. Your directors are exploring more business opportunities and growth and profitability of the Company, in the years ahead.

Dividend

The Board of Directors has not recommended any Dividend on the Equity Shares of the Company for the Financial Year ended 31st March, 2024.

Transfer to Reserves

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

Changes in Share Capital

The Authorized Share Capital of the Company was increased to Rs.15,00,00,000 (divided into 1,50,00,000 Equity Shares of Rs. 10/- each) and the Paid-up Share Capital has increased from Rs.9,95,00,000/- to Rs.13,95,00,000/-(divided into 1,39,50,000 Equity Shares of Rs.10/- each), in respect of the Initial Public Offering wherein the Company had issued and allotted 40,00,000 Equity Shares of Face Value Rs.10/- each issued at Rs.30/- in the Initial Public Offer of the Company.

The Company got listed on the NSE SME Board on June 30, 2023.

Material Changes and Commitments affecting the Financial Position of the Company which have occurred between 31st March, 2024 and 22nd August, 2024 (Date of the Report)

During the period under review, the Company had defaulted in the repayment of Cash Credit Facility availed and the bank has classified the account as NPA. The Management has made representation to the bank for the erroneously classification of the Account as NPA, which was made on technical grounds. The Board is discussing to pay the overdue and regularize the account.

Nature of Business

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

Public Deposits

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

Annual Return

A copy of the Annual Return for the Financial Year 2023-2024 pursuant to the Sub-Section (3) of Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014 and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3)(a) and is available at the following link: http://www.vilinbiomed.co.in/

Director''s Responsibility Statement

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

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

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

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

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

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

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

Directors and Key Managerial Personnela. Composition of Board of Directors of the Company:

As on 31st March, 2024 the Board has the following Directors:
Sl No	Name of Director	DIN	Designation
1	Mr. Veerareddy Vallapureddy	08061781	Non-Executive Independent Director
2	Mr. Rakesh Kumar Chandak	09849680	Non-Executive Independent Director
3	Mr. Viswa Prasad Sadhanala	08068933	Managing Director
4	Mr. Anuj Bajpai	08939135	Whole-Time Director
5	Ms. Padmaja Kalyani Sadhanala	03096445	Non-Executive Non-Independent Director

b. Changes in the KMP:

During the year, Ms. Ashdeep Kaur has resigned from the position of Company Secretary and Compliance Officer of the Company on February 24, 2024.

c. Changes after the year under review:

From the closure of the Financial Year (31st March, 2024) till the date of the Boards'' Report (22nd August, 2024), the following changes took place on the Board/KMP of the Company:

Sl No	Name of Director / KMP	Nature of Change	Date of Change
1	Ms. Padmaja Kalyani Sadhanala (DIN: 03096445) Non-Executive Director	Resignation	29/05/2024
2	Mr. Rakesh Kumar (DIN: 09849680) Independent Director	Resignation	22/08/2024
3	Ms. Aruna Madishetti (DIN: 10746293) Non-Executive Independent Director	Appointment	22/08/2024
4	Mr. Anand Lohia Company Secretary and Compliance Officer	Appointment	04/05/2024

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

During the year ended 31st March, 2024 Five (5) Board Meetings were held in accordance with the provisions of the Companies Act, 2013 and in compliance with the Secretarial Standards of the Institute of Company Secretaries of India (ICSI).

Sl No	Date of the Meeting	Number of Directors entitled to attend the meeting	Number of Directors who attended the meeting
1.	May 10, 2023	5	5
2.	July 19, 2023	5	5
3.	August 24, 2023	5	5
4.	November 10, 2023	5	5
5.	February 8, 2024	5	5

The following Annual/ Extra Ordinary General Meetings were held, During the year under review:
Sl No	Date of the Meeting	Purpose of the Meeting
1.	September 23, 2023	17H Annual General Meeting of the Company

Formal Annual Evaluation

As per Section 149 of the Companies Act, 2013 the Independent Directors of the Company had a Meeting on February 8, 2024 without attendance of Non - Independent Directors and Members of the Management. In the Meeting, the following issues were taken up:

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

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

(c) Assessing the Quality, Quantity and Timelines of flow of information between the Company Management and the Board, that is necessary for the Board to perform their duties effectively and reasonably.

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

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

• Preparedness for Board / Committee Meetings

• Attendance at the Board / Committee Meetings

• Guidance on Corporate Strategy, Risk Policy, Corporate Performance and Overseeing Acquisitions and Disinvestments.

• Ensuring a Transparent Board Nomination Process with the diversity of Experience, Knowledge, Perspective in the Board.

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

Declaration from Independent Directors on Annual Basis

The Company has received the declarations from Mr. Veerareddy Vallapureddy and Ms. Aruna Madishetti, Independent Directors of the Company to the effect that they are Meeting the criteria of Independence as provided in Sub-Section (6) of Section 149 of the Act and of Sub-Rule (1) and Sub-Rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including the proficiency) of the independent Directors.

Statutory Auditors

M/s PPKG & Co, Chartered Accountants (FRN: 009655S) have been appointed as the Statutory Auditors of the Company for a term of five consecutive years till the conclusion of 22nd Annual General Meeting.

The said Auditors have carried out the Statutory Audit for the Financial Year 2023-2024. The Auditors Report for the Financial Year 2023-2024 does not contain any qualifications, reservations or adverse remark.

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

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

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

Secretarial Audit

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

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

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion and Analysis, is herewith annexed as "Annexure - C."

Internal Control Systems and their Adequacy

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

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

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

Audit Committee

The Audit Committee was constituted in accordance with the provisions of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations with the following as Members of the Committee.

The Audit Committee comprises:
Name of Director	Status in Committee	Nature of Directorship
Mr. Veerareddy Vallapureddy	Chairman	Non-Executive Independent Director
Ms. Aruna Madishetti	Member	Non-Executive Independent Director
Mr. Viswa Prasad Sadhanala	Member	Managing Director

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

The terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations.

Audit Committee Meetings and Attendance

Four Audit Committee Meetings were held during the year ended 31^st March, 2024. The maximum time gapbetween any of the two meetings was not more than four months.

Date of the Meeting	Committee Strength	No. of Directors present
10.05.2023	3	3
24.08.2023	3	3
10.11.2023	3	3
08.02.2024	3	3

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted in accordance with the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations. The Nomination and Remuneration Committee include the following:

Name of Director	Status in Committee	Nature of Directorship
Mr. Veerareddy Vallapureddy	Chairman	Non-Executive Independent Director
Ms. Aruna Madishetti	Member	Non-Executive Independent Director
Mr. Anuj Bajpai	Member	Whole-Time Director

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

Nomination and Remuneration Committee Meetings and Attendance

The Nomination and Remuneration Committee has met once on 8^th February 2024.

Date of the Meeting	Committee Strength	No. of Directors present
08.02.2024	3	3

Stakeholders Relationship Committee

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

Name of Director	Status in Committee	Nature of Directorship
Mr. Veerareddy Vallapureddy	Chairman	Non-Executive Independent Director
Ms. Aruna Madishetti	Member	Non-Executive Independent Director
Mr. Viswa Prasad Sadhanala	Member	Managing Director

The Company Secretary of the Company acts as the Secretary of the Stakeholders'' Relationship Committee. Stakeholders Relationship Committee Meetings and Attendance

The Stakeholders Relationship Committee has met once on 8^th February 2024.

Date of the Meeting	Committee Strength	No. of Directors present
08.02.2024	3	3

Risk Management Committee

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

Corporate Governance and Shareholders Information

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

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

The Company has not given any Loans nor provided Guarantee nor made any Investments during the Financial Year 2023-2024, which is beyond the limits as per Section 186 of the Companies Act, 2013.

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

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

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

Policy on Preservation of the Documents

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

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

(b) documents with preservation period of not less than eight years after completion of the relevant transactions

Vigil Mechanism

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

Policy on criteria for determining Materiality of Events

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

Policy on Directors'' Appointment, Remuneration & Other Details

The Company''s Remuneration Policy is directed towards the rewarding of performance based on review of achievements periodically. The Remuneration Policy is in consonance with the existing Industry practice.

The Company''s Shareholders may refer the Company''s website for the Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under Sub-Section (3) of Section 178.

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

The Company has not received any Significant or Material Orders passed by any Regulatory Authority, Court or Tribunal which shall impact the Going Concern Status and Company''s Operations in future.

Details of Subsidiary Companies, Associates and Joint Venture Companies

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

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

Business Risk Management

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

Transfer of Amounts to Investor Education and Protection Fund

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

Particulars of Employees

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

Corporate Social Responsibility

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

Maintenance of Cost Records

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

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in Shares of the Company by its Directors, Designated Employees and other Employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees and other Employees from Trading in the Securities of Vilin Bio Med Limited at the time, when there is Unpublished Price Sensitive Information.

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

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

Acknowledgement

Your directors take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, consultants, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

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