Viyash Scientific Limited has signed a binding agreement to acquire 100% stake in BioForLife Italia S.r.l. for an aggregate consideration of EUR 16.975 million, strengthening its presence in the European companion animal health market. The transaction, executed through its step-down wholly owned subsidiary Alivira Animal Health Limited, is expected to close within three months from the execution of the agreement, subject to fulfilment of conditions precedent and regulatory approvals. This strategic move aims to capitalize on the growing Companion Animal Health Generics market and establish a platform in Italy, which ranks among the five largest animal health markets in Europe.

Acquisition Details

The following table summarises the key parameters of the transaction:

Financial Structure and Approvals

The aggregate consideration of EUR 16.975 million is structured as EUR 15.0 million payable at closing and EUR 1.975 million as deferred consideration. The transaction is subject to fulfilment of applicable conditions precedent and receipt of statutory and regulatory approvals, including notification under Italian Golden Power Laws (Decree-Law No. 21/2012). The deferred consideration is expected to be settled within 12 months from closing or earlier upon the occurrence of the relevant trigger.

Strategic Rationale and Operations

BioForLife specializes in the development, commercialization, and distribution of products for veterinary use, including medicines, nutraceuticals, and testing kits. The company reaches over 80% of all veterinary clinics in Italy. Reported annual sales for CY 2025 were approximately EUR 9.0 million. The acquisition is intended to strengthen and scale Viyash Scientific's presence in Italy in the companion animal segment through an established front-end platform, customer reach, and product capabilities. The deal also facilitates the launch of new products from Alivira's pipeline in Italy and the expansion of the BioForLife range to other markets in Europe, the Middle East, Asia, and Latam.

Viyash Scientific Limited has confirmed the dispatch of the Notice of Postal Ballot to seek shareholder approval for the appointment of two new directors and a one-time performance incentive for its Whole-time Director & CEO-Animal Health. The company has completed the dispatch of electronic copies of the notice on Friday, May 29, 2026, to members whose email addresses are registered with the company or depository participants as on the cut-off date of Friday, May 22, 2026. The advertisement confirming the dispatch was published in Financial Express (English) and Nava Telangana (Telugu).

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Amit Jain (DIN: 06917608) and Mr. Abhiroop Jayanthi (DIN: 10354445) as Additional Directors on April 22, 2026. Both individuals are nominees of The Carlyle Group. Their appointments are subject to shareholder approval via Ordinary Resolution within three months of the initial appointment date, specifically by July 21, 2026. Neither director will be entitled to sitting fees or commission but will receive reimbursement of expenses as per company policy.

Performance Incentive Proposal

Shareholders are also asked to approve a Special Resolution for a one-time performance incentive of ₹4 crore for Mr. Rajaram Narayanan (DIN: 02977405). The incentive is proposed in recognition of the company's financial and operational transformation over the last three years, including the successful merger with Viyash Group. The payment is scheduled for the financial year ending March 31, 2027, and is in addition to his existing remuneration approved at the 40th Annual General Meeting held on August 08, 2025.

E-Voting Schedule and Process

The remote e-voting period is scheduled to commence on Saturday, May 30, 2026, at 9.00 a.m. IST and conclude on Sunday, June 28, 2026, at 5.00 p.m. IST. National Securities Depository Limited (NSDL) has been engaged to provide the e-voting facility. The results of the postal ballot are expected to be declared on or before Tuesday, June 30, 2026.

M/s. Nishant Darak and Associates, represented by Mr. Nishant Darak, has been appointed as the Scrutinizer to oversee the postal ballot and e-voting process. The notice has been sent to members electronically in compliance with the Ministry of Corporate Affairs circulars.