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Beta Drugs Limited Capital/Financing Update 2026

Jan 9, 2026

61112_rns_2026-01-09_429f8753-7b23-4787-b252-80ba571b97fb.pdf

Capital/Financing Update

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09 January 2026

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To,

National Stock Exchange of India Limited, Exchange Plaza, 5[th] Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051.

Company Symbol: BETA

ISIN: INE351Y01019

Subject: Disclosures by Beta Drugs Limited (“Company”) under Regulation 30 0f the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (“SEBI LODR”).

Dear Sir / Madam,

Pursuant to Regulation 30 of the SEBI LODR, we wish to inform you that the board of directors of the Company (“ Board ”) at its meeting held today i.e.09 January 2026 has, inter alia , approved the following decisions:-

  1. The alteration of the memorandum of association of the Company to increase the authorized share capital of the Company;

  2. Adoption and implementation of the “Beta Drugs Limited Employee Stock Option Plan 2026” to create and grant stock options upto 2,00,000 (Two Lakhs);

  3. The acquisition of 66.09% of the equity share capital in Nivian Life Sciences Private Limited (“ Target ”), by way of a purchase of equity shares from certain existing shareholders of the Target (“ Acquisition Transaction ”), and the execution of a share purchase agreement and shareholders’ agreement dated 09 January 2026 between the Company, the Target and the shareholders of the Target;

  4. Approving the issue and offer of equity shares of the Company on a preferential basis to certain existing shareholders of the Target on a preferential basis through private placement, as consideration in lieu of the Acquisition Transaction; and

  5. Issuing a notice for convening of an extra-ordinary general meeting (“ EGM ”) of the members of the Company on 04 February 2026 at registered office of the company situated at Village Nandpur, Lodhimajra Road, Baddi, Distt Solan, H.P. for obtaining the shareholders’ approval for the abovementioned items, as applicable and necessary.

The details regarding the aforesaid items, as required under regulation 30 and Schedule III of SEBI LODR read with SEBI circular number SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 (“ Circular ”) are enclosed as Annexure I below. The meeting of the Board commenced at 10:00 A.M. and concluded at 05:00 P.M. Kindly arrange to take the same on your records.

For Beta Drugs Limited

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Rajni Brar Company Secretary

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Annexure I

Part A

Part A encompasses the details regarding alteration of the capital clause of the Memorandum of Association required to be disclosed as per Regulation 30 and Part A of Schedule III of the Listing Regulations:

Sr No. Particulars Description
1. Amendments to memorandum of
association of listed entity, in
brief		 Pursuant to the proposed increase in the authorised share capital of the
Company, subject to the approval of the shareholders of the Company,
it is proposed to alter the capital clause of the Company from INR
11,00,00,000 (Indian Rupees Eleven Crore) divided into 1,10,00,000
(One Crore Ten lakh) equity shares of the Company ("Equity Shares")
of INR 10 (Indian Rupees Ten) each to 11,40,00,000 (Indian Rupees
Eleven Crore and Forty Lakhs) divided into 1,14,00,000 (One Crore
Fourteen Lakh) Equity Shares of INR 10 (Indian Rupees Ten) each.

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Part B

Part B encompasses the details of Beta Drugs Limited Employee Stock Option Plan 2026 (“ ESOP 2026 ”) required to be disclosed as per Regulation 30 and in terms of Para B of Part A of Schedule III of the LODR Regulations

Sr. No Particulars Remarks
1. Brief details of
options
granted		 The ESOP 2026 contemplates grant of employee stock options
(“Options”) to the eligible employees of the Company and/ or subsidiary
company (ies) of the Company.
The performance appraisal and selection process of eligible employees
and grants to be made shall be governed by mandatory performance
criteria, which shall consist of a combination of both corporate and
individual performance metrics at the time of Grant and individual
performance metrics at the time of vesting.
2. Whether the scheme is in
terms
of
SEBI
(SBEB)
Regulations,
2021
(if
applicable)		 Yes, the ESOP Scheme is in terms of SEBI (SBEB) Regulations, 2021.
3. Total
number
of
shares
covered bythese options		 The total number of shares covered under these Options shall not be more
than 2,00,000.
4. Pricing formula The Exercise Price of the Vested Options shall be as determined by the
Nomination and Remuneration Committee and provided in the Letter of
Grant inpursuance of this Plan.
5. Options vested Not applicable at this stage
6. Time within which option
may be exercised		 The Vested options can be exercised (either in full or in tranches) by way
of an Exercise Application and upon payment of the Exercise Price. The
Exercise Period is3 monthsfrom the date of Vesting for the particular
Option. In case, the Participant fail to Exercise the Option(s) within the
Exercise Period, the Option(s) will be forfeited.
7. Options Exercised Not applicable at this stage
8. Money realized by exercise
of options
9. Options lapsed
10. Variation of terms of options The Nomination & Remuneration Committee may vary the terms of ESOP
2026 subject to the terms thereof and applicable laws.

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11. Brief details of significant
terms
As mentioned in theBeta Drugs Limited Employee Stock Option
Plan 2026, which includes:
1. The Nomination & Remuneration Committee shall administer the
ESOP 2026.
2. The Options granted shall vest after a period of not less than 1 (one)
year (except where Vesting is triggered on applicability of death of a
Participant or on Permanent Disability / Incapacity of Participant)
3. The maximum vesting period is 5 years from the date of grant, subject
to the terms of the ESOP 2026.
12. Total
number
of
shares
arising as a result of exercise
of options
1 (One) equity share of face value of Re. 10/- each, for each single Option
exercised under the ESOP Scheme from time to time.
13. Subsequent
changes/cancellation/exercise
of such Options		 Not applicable at this stage
14. Diluted earnings per share
pursuant to issue of equity
shares on exercise of Options

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Part C

Part C encloses the details required to be disclosed in relation to the Acquisition Transaction and the underlying agreements, pursuant to Regulation 30 of the SEBI LODR, read with: (a) Clause 1 of Para A of Part A of Schedule III of the SEBI LODR and Clause 1.1 of Para A of Annexure I of the SEBI circular, in respect of the Acquisition Transaction; and (b) Clause 5 of Para B of Part A of Schedule III of the SEBI LODR and Clause 5 of Para B of Annexure I of the SEBI circular, in respect of the underlying agreements relating to the Acquisition Transaction. Table 1 below sets out the details of the Acquisition Transaction, and Table 2 sets out the details of the underlying agreements, namely the shareholders’ agreement and the share purchase agreement executed by the Company, the Target and the relevant shareholders of the Target, pursuant to the Acquisition Transaction.

Table 1

Sr. No.
Particulars		 Details
1 Name of the target entity, details in
brief such as size, turnover etc.		 Name of the Target Entity:Nivian Life Sciences Private Limited.
Size of Target Entity:
(a) Authorised Share Capital: INR 2,00,00,000 (Indian Rupees
Two Crore) divided into 20,00,000 (Twenty Lakh) equity
shares of INR 10/- (Indian Rupees Ten) each.
(b) Paid Up Share Capital: INR 1,65,60,740 (Indian Rupees One
Crore Sixty-Five Lakh Sixty Thousand Seven Hundred and
Forty) divided into 1,65,674 (One Lakh Sixty-Five Thousand
Six Hundred and Seventy Four) equity shares of INR 10/-
(Indian Rupees Ten) each.
Turnover of the Target Entity:
The Company has achieved a turnover & EBIDTA for FY25 is as
follows:
 Turnover: of INR 29.12 crores (Audited)
 EBIDTA:INR 4.22 crores(Audited)
2 Whether the acquisition would fall
within related party transaction(s) and
whether the promoter/ promoter group/
group companies have any interest in
the entity being acquired?
If yes, nature of interest and details
thereof and whether the same is done at
“arm’s length”.		 No, the acquisition would not fall within related party
transaction(s) and the promoter/ promoter group/ group companies
do not have any interest in the entity being acquired.
3 Industry to which the entity being
acquired belongs		 Pharmaceutical marketing and sales in the In-Vitro Fertilisation
(“IVF”) therapy.

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4 Objects and impact of acquisition
(including but not limited to, disclosure
of reasons for acquisition of target
entity, if its business is outside the main
line of business of the listed entity)		 1.
IVF is one of the fastest growing therapies of Indian
Pharmaceutical Market.
2.
The acquisition provides the Company the ideal platform to
enter the high growth segment of IVF products
3.
The founder and the management of the Target bring rich
experience in IVF industry and will continue to remain
invested and will drive the operations of Target even after
the Acquisition Transaction.
4.
The Company will provide distribution and manufacturing
support to the Target to improve its margins and working
capital profile
5.
There are multiple distribution synergies as IVF and
oncology segment have similar distribution model and the
Target can capitalize on Beta’s experience in this domain.
5 Brief details of any governmental or
regulatory approvals required for the
acquisition;		 Appropriate approvals will be taken by the Target from the
shareholders in the general meeting as required under the
Companies Act, 2013.
Additionally, the Company will take necessary approvals from the
NSE Limited as prescribed under Securities and Exchange Board
of India regulations, for the issuance of equity shares to certain
existing shareholders of the Target, which are being issued as
consideration (i.e. a swap share arrangement) in lieu of the
Acquisition Transaction
6 Indicative time period for completion
of the acquisition.		 Within 3 months from the date on which the Company, Target, and
other relevant parties involved in the Acquisition Transaction
execute the definitive documents, or such other mutually
extendable timelines in the manner set out in the definitive
documents.
7 Nature of consideration - whether
cash consideration or share swap and
details of the same		 The consideration contemplated as part of the Acquisition
Transaction will be payable by the Company as: (a) cash
consideration; and (ii) issue of equity shares of the Company to
certain selling shareholders of the Target, as part of the swap share
arrangement.
8 Cost of acquisition or the price at
which the shares are acquired		 The total consideration for 66.09% of the equity share capital of
the Target i.e. 10,94,535 (Ten Lakh Ninety Four Thousand Five
Hundred and Thirty Five) equity shares of the Target (“Target
Equity Share”), is INR 69,39,67,631 (Indian Rupees Sixty Nine
Crores Thirty Nine Lakhs Sixty Seven Thousand Six Hundred and
Thirty One) (“Total Consideration”), at per share price of INR
634.03 (Indian Rupees Six Hundred and Thirty Four Rupees and
Three Paise) per equity share of the Target (“Target Equity
Share”), including premium of INR 624.03 (Indian Rupees Indian
Rupees Six Hundred and Twenty Four Rupees and Three Paise).
The Total Consideration is subject to certain adjustments as set out
in the definitive documents executed between the Company,
Target, and the selling shareholders of the Target.

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Details of the cash consideration and the swap share component
have been mentioned below:
(a) By cash:
The total cash consideration in lieu of purchase of 3,28,360
Target Equity Share is 20,81,90,289 (Rupees Twenty Crores
Eighty One Lakhs Ninety Thousand Two Hundred Eighty
Nine).
(b) By Swap:
The total swap share consideration in lieu of purchase of
10,94,535 (Ten Lakh Ninety Four Thousand Five Hundred
and Thirty Five) Target Equity Shares is INR 48,57,77,342
(Indian Rupees Forty Eight Crores Fifty Seven Lakhs Seventy
Seven
Thousand
Three
Hundred
and
Forty
Two).
Accordingly, the Company will issue 2,83,668 equity shares
of the Company to certain selling shareholders of the Target,
at an issue price of INR 1,712.49 (Indian Rupees One
Thousand Seven Hundred and Twelve and Forty Nine Paise)
each, including premium of INR 1,702.49 (Indian Rupees One
Thousand Seven Hundred and Two and Forty Nine Paise)
each.
The Company has appointed Mr Hitesh Jhamb, a registered
valuer, in accordance with the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements)
Regulations, who has provided the Company with a valuation
report dated 08.01.2026 determining the value of equity shares of
the company to be INR 1,712.49 (Indian Rupees One Thousand
Seven Hundred and Twelve and Forty-Nine Paise).		 Details of the cash consideration and the swap share component
have been mentioned below:
(a) By cash:
The total cash consideration in lieu of purchase of 3,28,360
Target Equity Share is 20,81,90,289 (Rupees Twenty Crores
Eighty One Lakhs Ninety Thousand Two Hundred Eighty
Nine).
(b) By Swap:
The total swap share consideration in lieu of purchase of
10,94,535 (Ten Lakh Ninety Four Thousand Five Hundred
and Thirty Five) Target Equity Shares is INR 48,57,77,342
(Indian Rupees Forty Eight Crores Fifty Seven Lakhs Seventy
Seven
Thousand
Three
Hundred
and
Forty
Two).
Accordingly, the Company will issue 2,83,668 equity shares
of the Company to certain selling shareholders of the Target,
at an issue price of INR 1,712.49 (Indian Rupees One
Thousand Seven Hundred and Twelve and Forty Nine Paise)
each, including premium of INR 1,702.49 (Indian Rupees One
Thousand Seven Hundred and Two and Forty Nine Paise)
each.
The Company has appointed Mr Hitesh Jhamb, a registered
valuer, in accordance with the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements)
Regulations, who has provided the Company with a valuation
report dated 08.01.2026 determining the value of equity shares of
the company to be INR 1,712.49 (Indian Rupees One Thousand
Seven Hundred and Twelve and Forty-Nine Paise).
9 Percentage of shareholding/ control
acquired and / or number of shares
acquired		 66.09% equity share capital of the Target.
10 Brief background about the entity
acquired in terms of products/ line of
business
acquired,
date
of
incorporation, history of last 3 years
turnover, country in which the
acquired entity has presence and any
other significant information (in
brief);		 (a) Background of Company in terms of products and line of
business:
Nivian Lifesciences Private Limited, headquartered in
Mumbai, is one of the fastest growing IVF pharmaceutical
products company. Founded by Mr. Nilesh Auti, the
company specializes in development and marketing of IVF
formulation products. The company has 90 strong account
managers covering ~3,000 IVF specialists Pan-India. The
product portfolio of the company comprises 31 products
covering Blood Thinners, Hormones, GnRH, HMG/HCG
etc. Distribution and sales across 15 states and UTs catered
to through a network of 11 contract manufacturers for

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sourcing high quality IVF formulations (b) Date of incorporation: March 18, 2024 (c) Turnover & EBIDTA of last 3 Financial Years: Financial Year: 2024-25 Turnover: INR 29.12 Crore EBIDTA: INR 4.22 Crore Financial Year: 2023-24 Turnover: N.A. EBIDTA: N.A. Financial Year: 2022-23 Turnover: N.A. EBIDTA: N.A. (d) Country of Incorporation: India

Table 2

Sr No. Particulars Details
Share Purchase Agreement
1. Name(s) of parties with whom the
agreement is executed;		 The share purchase agreement agreement dated 09 January 2026 is
executed by the Company with the following parties (“SPA”):
1. Nivian Life Sciences Private Limited (“Target”)
2. Nilesh Auti (“Promoter”);
3. the Subscribers (as defined in Part D below);
2. Purpose of entering into the
agreement		 The SPA sets out the terms basis which the Company is acquiring
the equity shares of the Subscribers held in the Target, by means of
a cash consideration and a swapshare arrangement.
3. Size of agreement The value of the transaction underlying the SPA is INR 69,39,67,631
(Indian Rupees Sixty Nine Crores Thirty Nine Lakhs Sixty Seven
ThousandSix Hundred and Thirty One).
4. Shareholding, if any, in the entity
with whom the agreement is
executed		 The Company does not hold any shares in the Target as on the date
of execution of the SPA.
5. Significant
terms
of
the
agreement (in brief)		 The Subscribers as sellers under the SPA and the Purchaser have
provided representation and warranties to the Company in relation
to the shares and the underlying business being acquired by the
Company (by virtue of acquisition of shares) and the Company has
a right of indemnityagainst such breach of warranties.

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6. Whether the said parties are
related
to
promoter/promoter
group/ group companies in any
manner.
If
yes,
nature
of
relationship.		 No. The parties to the SHA are not related to the promoter/promoter
group/group entities in any manner.
7. Whether the transaction would
fall
within
related
party
transactions? If yes, whether the
same is doneat “arm’slength”		 No. The transaction does not fall within the meaning of related party
transactions.
8. In case of issuance of shares to the
parties, details of issue price, class
of shares issued		 The SPA contemplates an issuance of shares by the Company to the
Subscribers as part of the share swap arrangement. Please refer to
Table 1 of Part C and Part D of this Annexure 1 for more information
on the same.
9. In case of loan agreements, details
of lender/borrower, nature of the
loan,
total
amount
of
loan
granted/taken,
total
amount
outstanding, date of execution of
the
loan
agreement/sanction
letter, details of the security
provided to the lenders / by the
borrowers for such loan or in case
outstanding loans lent to a party or
borrowed from a party become
material on a cumulative basis.		 N.A.
10. Any other disclosures related to
such agreements, viz., details of
nominee on the board of directors
of the listed entity, potential
conflict of interest arising out of
such agreements,etc.		 N.A.
11. In
case
of
termination
or
amendment of agreement, listed
entity shall disclose additional
details to the stock exchange(s):
a)name
of
parties
to
the
agreement;
b) nature of the agreement;
c) date of execution of the
agreement;
d) details of amendment and
impact thereof or reasons of
termination and impact thereof.		 N.A.

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Shareholders Agreement Shareholders Agreement
1 Name(s) of parties with whom the
agreement is executed;		 The shareholders’ agreement dated 09 January 2026 is executed by
the Company with the following parties (“SHA”):
1. Nivian Life Sciences Private Limited;
2. Nilesh Auti;
3. Ronak Manish Jain
4. Dattatraya Gopal Ranjane
2 Purpose of entering into the
agreement		 The SHA is being executed to set out the terms governing the
management and other matters in relation to the Target.
3 Size of agreement The SHA pertains to the management and affairs of the Target, and
therebynoparticularvalue can be ascribed to theSHA.
4 Shareholding, if any, in the entity
with whom the agreement is
executed		 The Company does not hold any shares in the Target as on the date
of execution of the SHA.
5 Significant
terms
of
the
agreement (in brief) special rights
like right to appoint directors, first
right to share subscription in case
of issuance of shares, right to
restrict any change in capital
structure etc.		 The Company has the right to appoint majority directors on the
Board of the Target and the constitute a quorum for such board
meetings pursuant to which they have operational control over the
Target. Further, they have a right to restrict the Promoter and other
shareholders of the Target to transfer their shares to a third party.
6 Whether the said parties are
related
to
promoter/promoter
group/ group companies in any
manner.
If
yes,
nature
of
relationship.		 No. The parties to the SHA are not related to the promoter/promoter
group/group entities in any manner.
7 Whether the transaction would
fall
within
related
party
transactions? If yes, whether the
same is done at “arm’s length”		 No. The transaction does not fall within the meaning of related party
transactions.
8 In case of issuance of shares to the
parties, details of issue price, class
of shares issued		 The SHA does not contain provisions in relation to issuance of
shares.
9 In case of loan agreements, details
of lender/borrower, nature of the
loan,
total
amount
of
loan
granted/taken,
total
amount
outstanding, date of execution of
the
loan
agreement/sanction
letter, details of the security
provided to the lenders / by the
borrowers for such loan or in case
outstandingloans lent to apartyor		 N.A.

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borrowed from a party become
material on a cumulative basis
10 Any other disclosures related to
such agreements, viz., details of
nominee on the board of directors
of the listed entity, potential
conflict of interest arising out of
such agreements,etc.		 N.A.
11 In
case
of
termination
or
amendment of agreement, listed
entity shall disclose additional
details to the stock exchange(s):
a)name
of
parties
to
the
agreement;
b) nature of the agreement;
c) date of execution of the
agreement;
d) details of amendment and
impact thereof or reasons of
termination and impact thereof.		 N.A.

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Part D

Part D encloses the details pertaining to the issuance of equity shares of the Company to the selling shareholders of the Target pursuant to a swap share arrangement, as required under Regulation 30 of SEBI LODR read with Clause 2 of Para A of Part A of Schedule III of the SEBI LODR and Para 2.1 of Annexure I of the Circular.

Sr. No. Particulars Details
1. Type ofsecurity proposed to beissued Equity Shares
2. Type of issuance Preferentialallotment throughprivate placementroute
3. Total number of securities proposed to
be issued or the total amount for which
the
securities
will
be
issued
(approximately)		 2,83,668 (Two Lakh Eight Three Thousand Six Hundred and
Sixty Eight) equity shares of the Company are being issued
for an amount of INR 48,57,77,342 (Indian Rupees Forty
Eight Crore Fifty Seven Lakh Seventy Seven Thousand
Three Hundred and Forty Two) at a price of INR 1712.49
(One Thousand Seven Hundred and Twelve point Four
Nine) per equity share, including a premium of INR 1702.49
(One Thousand Seven Hundred and Two point Four Nine)
perequity share.
4. Additional details in relation to the
preferential issue such as name of the
investors, issue price, etc.		 Name of the subscribers (“Subscribers”):
(a) Anjali Ajit Deval;
(b) Kayadam Ramanathan Bharat;
(c) Neha Bagla;
(d) Gurvinder Singh;
(e) Roshan Thapa;
(f) Lalitha Natrajan Sanarnarayan;
(g) Deepak J Chokhani;
(h) Shruti Kanodia
(i) Anisha Agarwal
(j) Santosh Pandey
(k) Sarla Devi Dogra
(l) Neha Dipesh Jain
(m) Dineshkumar L Dhanuka
(n) Jajodia Equity Advisors Services Ltd
(o) J M Global Equities Pvt Ltd
(p) Narendra Himatsingka
(q) Neha Goenka
(r) Puja Goenka
(s) Shweta Sethi
(t) Sushma Himatsingka
(u) Svastha Consulting LLP
(v) Sandeep Raina
(w) Charuben Yogesh Ajmera
(x) Ketan Malkhan
(y) Maruti Pujari
(z) Simple M Prahladka
(aa) KavitaKanodia

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  • (bb) Suresh Kanodia (cc) Atul Bapna (dd) Manoj Sharma (ee) Long Run Services LLP (ff) Sheza Corporate Advisors LLP (gg) Sweta Rathi Post Allotment of Securities:

(a) Outcome of subscription : Receipt of the proceeds of the investment amount in the form of the value of the equity shares of the Target that are swapped for the Company’s equity shares. (b) Issue price : INR 1712.49 (Indian Rupees One Thousand Seven Hundred and Twelve point Four Nine) (c) Number of Investors : 33

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