Alivira Animal Health Limited, a step-down wholly owned subsidiary of Viyash Scientific , executed a Sale and Purchase Agreement (SPA) on July 21, 2026, to acquire 100% of the issued and outstanding share capital of BioForLife Italia S.r.l. The acquisition, valued at a base aggregate consideration of approximately EUR 16.976 million, marks a strategic expansion for the company into the Italian market. The transaction terms include a revised mechanism for the deferred consideration, which is now linked to specified contractual-continuation conditions.

Transaction Structure

The financial breakdown of the acquisition involves a total consideration of approximately EUR 16.976 million, subject to adjustments based on the net financial position of the target entity. The payment structure is divided into two primary components, ensuring a portion of the value is tied to future performance or conditions.

Conditions and Approvals

The completion of this acquisition is contingent upon receiving necessary regulatory approvals. Specifically, the transaction requires the receipt of applicable Italian Foreign Direct Investment (FDI) clearance and Golden Power clearance. Additionally, the satisfaction or valid waiver of other conditions specified in the SPA is mandatory before the deal can be finalized.

Background and Disclosures

This development follows a previous disclosure made on June 8, 2026, regarding the proposed acquisition. While the deferred consideration mechanism has been revised, the company stated that all other material details disclosed in the earlier communication remain unchanged. The execution of the definitive SPA was communicated to the stock exchanges in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Viyash Scientific Limited will hold its 41st Annual General Meeting on Tuesday, August 11, 2026, at 4:00 p.m. IST through Video Conferencing and Other Audio-Visual Means. Shareholders will consider the adoption of audited financial statements for the financial year ended March 31, 2026, and the re-appointment of Dr. Haribabu Bodepudi and Mr. Rajaram Narayanan as Directors. The meeting also includes the ratification of remuneration for cost auditors and the adoption of a new set of Articles of Association.

The Board recommends the ratification of revised remuneration for M/s. Joshi Apte & Associates, Cost Auditors, for the financial year 2025-26, increasing from ₹1,50,000 to ₹3,00,000 plus applicable taxes and reimbursement of out-of-pocket expenses due to increased scope of work post-merger. Additionally, shareholders will ratify the remuneration of ₹6,00,000 plus applicable taxes for the cost audit of the financial year 2026-27. The adoption of a new set of Articles of Association, aligned with the Companies Act, 2013, is proposed as a Special Resolution.

E-voting and Participation Details

Shareholders can cast votes through remote e-voting or the e-voting system during the AGM. The remote e-voting facility will be available from 9:00 a.m. IST on Friday, August 07, 2026, until 5:00 p.m. IST on Monday, August 10, 2026. The cut-off date for determining voting eligibility is Tuesday, August 04, 2026.

KYC and Compliance Requirements

Shareholders holding shares in physical form must update their KYC details, including PAN, nomination, contact details, bank account details, and specimen signature. Failure to furnish these details will restrict shareholders from lodging grievances or availing services from the Registrar and Share Transfer Agent. Shareholders holding shares in dematerialized form must register or update their email addresses, mobile numbers, and bank account details with their depositories through Depository Participants.