Item No. 1: Re-appointment of Mr. Kalyan Ram Mangipudi as Whole-time Director
Director Details: Mr. Kalyan Ram Mangipudi (DIN: 02012580)
Appointment Period: 5 years from July 29, 2026 to July 28, 2031
Remuneration: Consolidated salary up to ₹1,00,000 per month
Terms: Liberty to either party to terminate with three months' written notice
Remuneration Limits: Aggregate remuneration shall not exceed limits under Sections 197, 198 of Companies Act, 2013 and Schedule V
Board Authority: Board authorized to revise gross salary by maximum of 50% per annum and modify remuneration terms within approved limits
Background: Initially appointed Additional Director on November 26, 2009, regularized as Director at 23rd AGM (September 29, 2010). Previously served as Whole-time Director from July 30, 2013 to July 28, 2016, re-appointed from July 29, 2016 to July 28, 2021, and again from July 29, 2021 to July 28, 2026.
Experience: Over 25 years in Accounting, Finance & Administration. Holds postgraduate degree in Commerce and Business Administration.
Current Holdings: Nil shares in the company as of March 31, 2026
FY2025-26 Remuneration: ₹9.55 lakh
Board Attendance: Attended 8 out of 8 board meetings during FY2025-26
Item No. 2: Appointment of Mrs. Madhavi Latha Kompella as Advisor
Related Party: Mrs. Madhavi Latha Kompella, Promoter of the company
Role: Advisor - Strategy & Business Development
Term: 5 years from October 1, 2026 to September 30, 2031
Remuneration: Fixed fee of ₹15,00,000 per month plus reimbursement of actual travel, boarding, lodging and incidental expenses
Annual Value: Approximately ₹1,80,00,000 per annum (excluding expense reimbursements)
Relationship: Promoter of the company with nil shareholding as of March 31, 2026
Previous Transactions: Company paid ₹1,80,00,000 remuneration during FY2025-26 and ₹30,00,000 from April 1, 2026 to May 30, 2026
Turnover Impact: Approximately 3.37% of FY2025-26 annual consolidated turnover of ₹5,333.47 lakh
Rationale: Expected to benefit company through strategic guidance, business development support, industry expertise and advisory assistance
Item No. 3: Material Related Party Transactions with Virinchi Limited
Related Party: Virinchi Limited (Vivo Bio Tech forms part of promoter group of Virinchi Limited)
Relationship: Vivo Bio Tech holds 59,50,000 equity shares (5.38%) and 1,00,50,000 convertible warrants in Virinchi Limited
