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VIYASH SCIENTIFIC LIMITED Proxy Solicitation & Information Statement 2026

May 29, 2026

62287_rns_2026-05-29_12cd5d07-015e-4451-a7b5-eb38056854b1.pdf

Proxy Solicitation & Information Statement

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Viyash

Viyash Scientific Limited

(Formerly known as Sequent Scientific Limited)

Registered Office:

3rd Floor, Srivalli’s Corporate, Plot No.290, Road No.6,

Sy.No.33, 34P to 39, Guttala Begumpet, Jubilee Hills,

Hyderabad, Shaikpet, Telangana, India-500033

T: +91 40 23635000, E: [email protected]

E: [email protected]

Website: www.viyash.com

CIN: L99999TS1985PLC196357

May 29, 2026

To,

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort,

Mumbai - 400 001

National Stock Exchange of India Limited

Exchange Plaza,

Bandra-Kurla Complex,

Bandra (East),

Mumbai - 400 051

Scrip code: 512529

Scrip code: VIYASH

Subject: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Dear Sir/ Madam,

Pursuant to the above referred, please find enclosed herewith the Postal Ballot Notice dated May 19, 2026, along with Explanatory Statement, seeking approval of Members of the Company, by way of remote e-voting process, for the below matter:

Sr. No. Agenda of the Notice Resolution Type
1 Appointment of Mr. Amit Jain (DIN: 06917608) as a Non-Executive, Non-Independent Director of the Company Ordinary
2 Appointment of Mr. Abhiroop Jayanthi (DIN: 10354445) as a Non-Executive, Non-Independent Director of the Company Ordinary
3 To consider and approve one-time performance incentive to Mr. Rajaram Narayanan (DIN: 02977405), Whole-time Director & CEO-Animal Health Special

In compliance with the applicable circulars issued by the Ministry of Corporate Affairs, the Postal Ballot Notice is being sent to the Members of the Company who have their email ids registered with the Company/Depositories and whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories as on Friday, May 22, 2026, through electronic mode only. Accordingly, the physical Postal Ballot Notice, Postal Ballot Form and pre-paid business envelope will not be sent to the Members for this Postal Ballot.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide remote e-voting facility to its Members. Please note that the remote e-voting period will commence on Saturday, May 30, 2026, at 9:00 A.M. (IST) and ends on Sunday, June 28, 2026, at 05.00 P.M. (IST). The e-voting module shall be disabled by NSDL thereafter. The instructions for remote e-voting are provided in the Postal Ballot Notice.


Viyash

Viyash Scientific Limited

(Formerly known as Sequent Scientific Limited)

Registered Office:

3rd Floor, Srivalli’s Corporate, Plot No.290, Road No.6,
Sy.No.33, 34P to 39, Guttala Begumpet, Jubilee Hills,
Hyderabad, Shaikpet, Telangana, India-500033

T: +91 40 23635000, E: [email protected]

E: [email protected]

Website: www.viyash.com

CIN: L99999TS1985PLC196357

The Postal Ballot Notice is also uploaded on the Company’s website at www.viyash.com

Kindly take the same on records.

Yours faithfully,

For Viyash Scientific Limited

(Formerly known as Sequent Scientific Limited)

YOSHITA

SUSMIT VORA

Yoshita Vora

Company Secretary & Compliance Officer

Encl: A/a


1

Viyash Scientific Limited
(Formerly known as Sequent Scientific Limited)

Regd. Office: 3rd Floor, Srivalli’s Corporate, Plot No. 290, SYN 33 34P TO 39, Guttala Begumpet, Jubilee Hills, Hyderabad - 500033, Telangana

Tel No.: +91 40 23635000 | CIN: L99999TS1985PLC196357

Website: https://www.viyash.com | Email: [email protected]

POSTAL BALLOT NOTICE

Dear Member(s),

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force) read with General Circular Nos. 14/2020 dated 08th April 2020, 17/2020 dated 13th April 2020 and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated 22nd September 2025 issued by the Ministry of Corporate Affairs, Government of India (the ‘MCA Circulars’), Secretarial Standards 2 issued by the Institute of Company Secretaries of India on General Meetings (the “SS-2”) and pursuant to other applicable laws and regulations, to transact the special business as set out in this Notice of Postal Ballot (the ‘Postal Ballot Notice’) by the Members of Viyash Scientific Limited (the ‘Company’) by means of postal ballot (the ‘Postal Ballot’) only by voting through electronic means (the ‘remote e-voting’) facility.

An explanatory statement pursuant to Sections 102 and other applicable provisions, if any, of the Act, pertaining to the said Resolutions setting out the material facts and the reasons thereof is appended to this Notice.

In compliance with MCA Circulars, this Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/ Depository Participant(s) as on May 22, 2026 (‘Cut-off date’). Accordingly, physical copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the remote e-voting system only. If any member’s e-mail address is not registered or updated with the Company/ Depository Participant(s), they may follow the process provided in the Notes. The detailed instructions for remote e-voting forms part of this Postal Ballot Notice.

The remote e-voting schedule is given in the table below:

Cut-off date for reckoning voting rights for e-voting Commencement of e-voting (Start date) Close of e-voting (End date) Results announcement date
Friday, May 22, 2026 Saturday, May 30, 2026, at 09:00 a.m. I.S.T. Sunday, June 28, 2026, at 05:00 p.m. I.S.T. On or before Tuesday, June 30, 2026

The Company has engaged the services of National Securities Depository Limited ('NSDL' or 'Service Provider'), for providing remote e-voting facility to the Members.

During this period, Members of the Company, holding shares, as on the Cut-off date, desirous of exercising their vote through the remote e-Voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes attached hereunder as 'Appendix 1' by remote e-Voting not later than Sunday, June 28, 2026. The remote e-Voting facility will be disabled by NSDL immediately thereafter and voting shall not be allowed beyond the said time.

The Postal Ballot Notice shall also be placed on the website of the Company at https://www.viyash.com and on the


website of NSDL at www.evoting.nsdl.com. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') at www.bseindia.com and www.nseindia.com respectively.

The Board of Directors of the Company has appointed M/s. Nishant Darak and Associates, Practicing Company Secretaries represented by Mr. Nishant Darak (ACS 71502, CP No.26646), as the Scrutinizer for conducting the Postal Ballot/ e-voting process. The Company has received consent from M/s. Nishant Darak and Associates conveying their acceptance to act as Scrutinizer for the said Postal Ballot.

The Scrutinizer will submit his report to the Chairperson or any person authorised by the Chairperson of the Company after completion of the remote e-voting process. The e-voting results will be declared on or before Tuesday, June 30, 2026. The declaration of the results as stated above shall be treated as declaration of results at a Meeting of the Members as per the provisions of the Act and applicable Rules framed thereunder. The e-voting results declared along with the Scrutinizer's Report will be communicated to the Stock Exchanges, i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") where the Equity Shares of the Company are listed. Additionally, the results will also be placed on the website of the Company at https://www.viyash.com and the website of NSDL at www.evoting.nsdl.com

The resolution with requisite majority shall be deemed to have been passed on Sunday, June 28, 2026, i.e. last date of e-voting.

SPECIAL BUSINESS:

ITEM NO. 1: Appointment of Mr. Amit Jain (DIN: 06917608) as a Non-Executive, Non-Independent Director, of the Company:

To consider and if thought fit, to pass, the following as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 (the "Act"), the Companies (Appointment & Qualification of Directors) Rules, 2014, Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), in accordance with the Articles of Association of the Company and upon recommendation of the Nomination and Remuneration Committee, Mr. Amit Jain (DIN: 06917608), who was appointed by the Board of Directors as an Additional Director (Non-Executive, Non-Independent), with effect from April 22, 2026, who being eligible for appointment, has consented to act as Non-Executive, Non-Independent Director and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act, proposing his candidature for the office of a Director, be and is hereby appointed as a Non-Executive, Non-Independent Director of the Company, with effect from April 22, 2026, whose office shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, or expedient to give effect to this Resolution."

ITEM NO. 2: Appointment of Mr. Abhiroop Jayanthi (DIN: 10354445) as a Non-Executive, Non-Independent Director, of the Company:

To consider and if thought fit, to pass, the following as an Ordinary Resolution:

"Resolved that pursuant to the provisions of Section 152 of the Companies Act, 2013 (the "Act"), the Companies (Appointment & Qualification of Directors) Rules, 2014, Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-


enactment thereof for the time being in force), in accordance with the Articles of Association of the Company and upon recommendation of the Nomination and Remuneration Committee, Mr. Abhiroop Jayanthi (DIN: 10354445), who was appointed by the Board of Directors as an Additional Director (Non-Executive, Non-Independent), with effect from April 22, 2026, who being eligible for appointment, has consented to act as Non-Executive, Non-Independent Director, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act, proposing his candidature for the office of a Director, , be and is hereby appointed as a Non-Executive, Non-Independent Director of the Company, with effect from April 22, 2026, whose office shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, or expedient to give effect to this Resolution."

ITEM NO. 3: To consider and approve one-time performance incentive to Mr. Rajaram Narayanan (DIN: 02977405), Whole-time Director & CEO-Animal Health:

To consider and if thought fit, to pass, the following as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 197, 198, and other applicable provisions of the Companies Act, 2013 (the "Act") and the rules made thereunder, read with Schedule V of the Act, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such other provisions as may be applicable (including any statutory modification or re-enactment thereof for the time being in force) and in accordance with the Articles of Association of the Company and in continuation to the resolutions passed at the 40th Annual General Meeting of the Company held on August 08, 2025 and through postal ballot on March 12, 2026, and upon recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for the payment of one-time performance incentive of Rs. 4,00,00,000/- (Rupees Four Crores only), to Mr. Rajaram Narayanan (DIN: 02977405), Whole-time Director and Chief Executive Officer – Animal Health of the Company, to be paid during the financial year ending March 31, 2027.

RESOLVED FURTHER THAT save and except as aforesaid, all other terms and conditions of appointment and remuneration of Mr. Rajaram Narayanan, as previously approved by the Members at the Annual General Meeting held on August 08, 2025, and through postal ballot on March 12, 2026, shall remain unchanged.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, or expedient to give effect to this Resolution."

Place: Hyderabad
Date : May 19, 2026

By order of the Board of Directors of
Viyash Scientific Limited
(previously known as Sequent Scientific Limited)

Sd/-
Yoshita Vora
Company Secretary & Compliance Officer
Membership No.: ACS 22220


4

NOTES

  1. Explanatory Statement as required under Section 102 of the Companies Act, 2013 (the "Act") and other applicable provisions of the Act read with the Rules, in respect of the resolutions proposed to be passed is annexed to this Notice.

  2. In compliance with the MCA Circulars, the Postal Ballot Notice along with the instructions regarding remote e-voting is being sent by electronic mode only to those Members whose names appear in the Register of Members/ List of Beneficial Owners maintained by the Company / Depositories as at close of business hours on Friday, May 22, 2026 ('Cut-off date'), and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its Registrar and Transfer Agent as on the Cut-off date. Newspaper advertisement regarding dispatch of Postal Ballot Notice shall be published as per statutory requirements.

  3. The voting rights of the Members shall be in proportion to their share in the Paid-up Equity Share Capital of the Company as on the cut-off date mentioned in note No. 2 above.

  4. The vote in this Postal Ballot cannot be exercised through proxy.

  5. Members, whose KYC details (i.e. postal address with PIN code, mobile number, bank account details, PAN linked with Aadhaar etc.) or e-mail address is not registered/ updated with the Company or with their respective Depository Participant(s), and who wish to receive the Notice, and all other future communications sent by the Company from time to time, can get their KYC details and e-mail address registered/ updated by following the steps as given below:

a. Members holding shares in physical form, by submitting duly filled and signed request letter in Form ISR-1 along with self-attested copy of the PAN linked with Aadhaar; and self-attested copy of any document in support of the address of the member (such as Aadhaar Card, Driving License, Election Identity Card, Passport etc.) and such other documents as prescribed in Form ISR-1:

(i) if email address is registered - by sending an e-mail at [email protected] from their registered email address followed by mandatorily sending the physical copy of the same through post at the Registered Office of the Company or directly to the RTA, M/s. KFin Technologies Ltd; and
(ii) if email address is not registered - by sending the physical copy of the same through post at the Registered Office of the Company or directly to the RTA.

Please note that members will not be eligible to lodge grievances or submit service requests to the RTA until they have provided complete KYC details.

Members holding shares in demat form, may update their KYC details and e-mail address with their Depository Participant(s).

  1. A person who is not a member as on the cut-off date should treat this notice for information purpose only.

  2. In compliance of the provisions of Sections 108 and 110 of the Act and Rules framed thereunder and Regulation 44 of the Listing Regulations and the MCA Circulars, the Company is pleased to provide its Members the facility to exercise their right to vote electronically on the Postal Ballot through the Electronic Voting (e-voting) Services provided by National Securities Depository Limited ("NSDL"). The instructions for electronic voting are annexed to this Postal Ballot Notice.

  3. During the voting period, Members can login to NSDL's e-voting platform any number of times till they have voted on the Resolution. Once the vote on a Resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

  4. Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company, vide resolution dated May 19, 2026, has appointed M/s. Nishant Darak and Associates, Practicing Company Secretaries represented by Mr. Nishant Darak (ACS 71502, CP No.26646), as the Scrutinizer for conducting the Postal Ballot through remote e-voting process.

  5. The Scrutinizer shall, immediately after the conclusion of voting through remote e-voting, unblock the votes cast through remote e-voting and make a Scrutinizer's Report of the total votes cast in favour and against, if any, and submit his/ her report to the Chairman of the Company or any person authorised by him/ her. The Scrutinizer's decision on the validity of votes cast will be final.


  1. Based on the Scrutinizer's Report, the Results of remote e-oting will be declared on or before Tuesday, June 30, 2026. The declared Results along with the Scrutinizer's Report will be submitted to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"); displayed on the Notice Board of the Company at its Registered Office; and will be available on the Company's website at https://www.viyash.com will also display the Results on its website at www.evoting.nsdl.com.

  2. Resolution passed by the Members through Postal Ballot are deemed to have been passed effectively at a General Meeting of the Members on the last date specified by the Company for remote e-voting i.e. Sunday, June 28, 2026.

  3. E-voting schedule:

The details are as under:

Cut-off date for reckoning voting rights for e-voting Commencement of e-voting (Start date) Close of e-voting (End date) Results announcement date
Friday, May 22, 2026 Saturday, May 30, 2026, at 09:00 a.m. I.S.T. Sunday, June 28, 2026, at 05:00 p.m. I.S.T. On or before Tuesday, June 30, 2026

During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off date, may cast their vote electronically in lieu of voting by physical ballot. The e-voting module shall be disabled by NSDL for voting after the end of the voting time.

  1. In accordance with Section 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars, physical copies of the Postal Ballot Notice will neither be circulated, nor the Company will be under any obligation to provide physical copies upon specific request of any Member(s).

The Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories, as on the cut-off date mentioned in Note 13 above, and who have registered their e-mail addresses with the Company or with the Depositories.

Therefore, Members are requested and encouraged to register/ update their email addresses, with their Depository Participant (in case of Shares held in dematerialised form) or with KFin Technologies Limited, our Registrar and Share Transfer Agents (RTA) (in case of Shares held in physical form).

Members holding shares in dematerialized mode are requested to register/ update their email addresses with their Depository Participant(s). The Company and RTA shall co-ordinate with NSDL and provide the login credentials to the above-mentioned Members, subject to receipt of the required documents and information from the Members.

The Postal Ballot Notice is also being uploaded on the website of the Company at www.viyash.com, and on the website of stock exchanges at BSE (www.bseindia.com) and at NSE (www.nseindia.com) and on the website of our remote e-voting agency i.e. NSDL e-voting website at www.evoting.nsdl.com.

  1. Documents referred to in the Postal Ballot Notice or explanatory statement will be available for inspection by the Members, in accordance with the provisions of the Act, without any fee, from the date of circulation of the Postal Ballot Notice up to the closure of the e-voting ("e-voting period"). Members desirous of inspecting the documents referred to in the Notice or explanatory statement may send their requests in advance to [email protected] from their registered e-mail addresses mentioning their name(s), folio numbers/DP ID and Client ID, between e-voting period.

  2. Members of the Company as on the Cut-off date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the above resolutions in accordance with the process specified in this Postal Ballot Notice.

  3. E-voting instructions are appended to this Notice in Appendix 1.


Appendix 1

The procedure for e-voting is as under:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode in terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
IndividualShareholders holdingsecurities in dematmode with NSDL. 1. For OTP based login you can clickon https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You willhave to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code andgenerate OTP. Enter the OTP received on registered email id/mobile number andclick on login. After successful authentication, you will be redirected to NSDLDepository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting websiteof NSDL for casting your vote during the remote e-Voting period.2. Existing IDeAS user can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On thee-Services home page click on the “Beneficial Owner” icon under “Login” whichis available under ‘IDeAS’ section, this will prompt you to enter your existing UserID and Password. After successful authentication, you will be able to see e-Votingservices under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company nameor e-Voting service provider i.e. NSDL and you will be redirected to e-Votingwebsite of NSDL for casting your vote during the remote e-Voting period.3. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp4. Visit the e-Voting website of NSDL. Open web browser by typing the followingURL: https://www.evoting.nsdl.com/ either on a Personal Computer or on amobile. Once the home page of e-Voting system is launched, click on the icon“Login” which is available under ‘Shareholder/Member’ section. A new screenwill open. You will have to enter your User ID (i.e. your sixteen digit demataccount number hold with NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, you will be redirected toNSDL Depository site wherein you can see e-Voting page. Click on company nameor e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”facility by scanning the QR code mentioned below for seamless votingexperience.

7

NSDL Mobile App is available on
Individual Shareholders holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from an e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.


Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.


c) How to retrieve your 'initial password'?

a) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
b) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

  1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  2. Now, you will have to click on "Login" button.
  3. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
  2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
  3. Now you are ready for e-Voting as the Voting page opens.
  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
  5. Upon confirmation, the message "Vote cast successfully" will be displayed.
  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Veena Suvarna at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice:

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]

  1. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  2. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the NSDL e-Voting System, you can write an email to [email protected] or contact at toll free no. 022 - 4886 7000.

All grievances connected with the facility for voting by electronic means may be addressed to Ms. Veena Suvarna designated person of National Securities Depository Limited, at 3rd Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400 051 or send an email to [email protected] or call at toll free no. 022 - 4886 7000.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participant's website.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

General instructions for shareholders who have not registered their E-mail ID/KYC:

  1. Shareholders holding shares in Physical Mode: They can update their KYC details by downloading forms from this link https://www.viyash.com/shareholder-information and submit the hardcopy to the Registrar & Share Transfer Agent ("RTA")- KFin Technologies Ltd. if not already submitted.

Link: https://www.kfintech.com/contact-us/

Address: Selenium Building, Tower-B, Plot No 31 & 32, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Rangareddi,
Telangana, India - 500 032.

Email ID: [email protected]

  1. Shareholders holding shares in Dematerialized Mode: Such Shareholders are requested to register their e-mail ID with the relevant Depository Participant(s).

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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

The following Explanatory Statement sets out all the material facts relating to the Special businesses mentioned under Item Nos. 1 to 3 of the accompanying Postal Ballot Notice dated May 19, 2026.

Item No. 1: Appointment of Mr. Amit Jain (DIN: 06917608) as a Non-Executive, Non-Independent Director of the Company:

The Board of Directors, at its meeting held on Wednesday, April 22, 2026, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on even date, approved the appointment of Mr. Amit Jain (DIN: 06917608) as an Additional Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, with effect from April 22, 2026.

Brief profile of Mr. Amit Jain:

Mr. Amit Jain is a Partner and Head of Carlyle India Advisors, where he oversees Carlyle's India operations and private equity team, and leads local investment and portfolio company activities across the technology, consumer, advanced manufacturing and industrial sectors. He has both deep private equity and industry experience and specializes in buyout and control investments. He is based out of Mumbai and is a core member of the senior leadership team for Carlyle in Asia. He has joined Carlyle in 2021 after 10 years at Blackstone in India where he last served as Senior Managing Director in its Private Equity Group and focused on investments across the consumer, healthcare, automotive, telecommunications and financial services industries. Prior to that he was a consultant at McKinsey & Company and started his career with Unilever in India in operating roles. He currently serves on the boards of several Carlyle portfolio companies, including Quest Global, Piramal Pharma Limited, VLCC, Highway Roop, Varmora Granito, and Strata Geosystems, Knack Global & Adastra. He has also previously held board positions at EPL, Aakash Educational Services, SONA BLW Precision Forgings and FINO Payments Bank, amongst others.

Mr. Amit Jain is currently a member of the Executive Committee of the Indian Private Equity and Venture Capital Association (IVCA) and was recognized by The Economic Times as one of India's "40 Under 40" young business leaders in 2019. He holds an MBA from the Indian School of Business, Hyderabad and a Bachelor of Technology in Mechanical Engineering from the Indian Institute of Technology (IIT), Kharagpur

The Company has also received a notice under Section 160 of the Companies Act, 2013 (the "Act") from a Member proposing the candidature of Mr. Amit Jain for the office of Director of the Company. Further, Mr. Amit Jain is nominee of The Carlyle Group in the Company.

The Company has received consent from Mr. Amit Jain to act as Director and also his declarations confirming that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Further he has also confirmed that he is not debarred from holding office of director by virtue of any SEBI order or any other such authority.

Considering the knowledge, acumen, expertise and experience, the Nomination and Remuneration Committee and the Board believe that inducting a vastly experienced Director as Mr. Amit Jain on the Board of the Company will bring varied experience and great value to the Company and his addition to the Board as a Non-Executive Director will be in the best interest of the Company.

Mr. Amit Jain will not be entitled to any sitting fees or commission but will be entitled to reimbursement of expenses incurred for and on behalf of the Company, in accordance with the Company policy. The detailed disclosure of Mr. Amit Jain as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standards on General Meetings, issued by the Institute of Company Secretaries of India and the rationale for Board's recommendation, are provided as an Annexure - A to this Postal Ballot Notice.

In compliance with the provisions of Section 152 of the Act, and Regulation 17 the Listing Regulations, the appointment of Mr. Amit Jain is required to be approved by members by way of an Ordinary Resolution within three months from the date

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of appointment i.e., by July 21, 2026.

Except Mr. Amit Jain, and his relatives, none of the Directors and/ or Key Managerial Personnel of the Company, or their relatives, are in anyway concerned or interested in this Resolution.

The Board recommends the Resolution set forth in Item No. 1 for the approval of the Members of the Company by way of an Ordinary Resolution.

Item No. 2: Appointment of Mr. Abhiroop Jayanthi (DIN: 10354445) as a Non-Executive, Non-Independent Director of the Company

The Board of Directors, at its meeting held on Wednesday, April 22, 2026, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on even date, approved the appointment Mr. Abhiroop Jayanthi (DIN: 10354445) as an Additional Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, with effect from April 22, 2026

Brief profile of Mr. Abhiroop Jayanthi:

Mr. Abhiroop Jayanthi is a Managing Director and member of the Asia Private Equity team at Carlyle, the leading global investment firm with USD 465 billion of assets under management. In his role he advises on investments in India with a focus on healthcare and life sciences, advanced manufacturing, and industrial sectors. With 15 years of experience in private equity, he has been involved in multiple investments across a diverse range of industries. Prior to joining Carlyle, he was a Managing Director at Bain Capital, where he led investments across healthcare, life sciences, technology, and industrials sectors. In recognition of his leadership and contributions to the business landscape, he was named one of India's most promising young corporate leaders by The Economic Times in 2014.

Mr. Abhiroop Jayanthi holds an MBA from the Wharton Business School, where he was a Palmer Scholar. He earned his undergraduate degree in Industrial Engineering from the Indian Institute of Technology (IIT) Delhi, where he was awarded the Director's Gold Medal for Outstanding All-Round Achievement and Leadership. He also holds a Postgraduate Diploma in Finance and Financial Law from the University of London.

The Company has also received a notice under Section 160 of the Companies Act, 2013 ("the Act") from a Member proposing the candidature of Mr. Abhiroop Jayanthi for the office of Director of the Company. Further, Mr. Abhiroop Jayanthi is nominee of The Carlyle Group in the Company.

The Company has received the consent from Mr. Abhiroop Jayanthi to act as Director and also his declarations confirming that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Further, he has also confirmed that he is not debarred from holding office of director by virtue of any SEBI order or any other such authority.

Considering the knowledge, acumen, expertise and experience, the Nomination and Remuneration Committee and the Board believe that inducting a vastly experienced Director as Mr. Abhiroop Jayanthi on the Board of the Company will bring varied experience and great value to the Company and his addition to the Board as a Non-Executive Director will be in the best interest of the Company.

Mr. Abhiroop Jayanthi will not be entitled to any sitting fees or commission but will be entitled to reimbursement of expenses incurred for and on behalf of the Company, in accordance with the Company policy. The detailed disclosure of Mr. Abhiroop Jayanthi as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("Listing Regulations") and Secretarial Standards on General Meetings, issued by the Institute of Company Secretaries of India and the rationale for Board's recommendation, are provided as an Annexure - A to this Postal Ballot Notice.

In compliance with the provisions of Section 152 of the Act, and Regulation 17 of the Listing Regulations, the appointment of Mr. Abhiroop Jayanthi is required to be approved by members by way of an Ordinary Resolution within three months from the date of appointment i.e., by July 21, 2026.

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Except Mr. Abhiroop Jayanthi, and his relatives, none of the Directors and/or Key Managerial Personnel of the Company, or their relatives, are in anyway concerned or interested in this Resolution.

The Board recommends the Resolution set forth in Item 2 for the approval of the Members of the Company by way of an Ordinary Resolution.

Item No. 3: To consider and approve one-time performance incentive to Mr. Rajaram Narayanan (DIN: 02977405), Whole-time Director & CEO-Animal Health:

Mr. Rajaram Narayanan was appointed as Managing Director and Chief Executive Officer (CEO) of the Company for term of 5 years w.e.f. April 11, 2022. Considering the requirements of Section 197 read with Schedule V of the Companies Act, 2013 (the "Act"), his remuneration was approved for 3 years which was further approved for another period of 2 years by the Board of Directors at its meeting held on May 20, 2025 and the Shareholders at the 40th Annual General Meeting held on August 08, 2025.

Further, the Board at its meeting held on December 16, 2025, approved change in designation of Mr. Rajaram Narayanan to Whole-time Director & Chief Executive Officer – Animal Health of the Company for the remaining period of his existing tenure i.e. till April 10, 2027, which was also approved by the shareholders through postal ballot on March 12, 2026. The terms and conditions governing Mr. Rajaram's remuneration continued to remain in force without any alteration and were as previously approved by the Members at the Annual General Meeting held on August 8, 2025, and through postal ballot as approved on March 12, 2026.

Over the last three years, the Company has undergone a significant transformation in its financial and operational performance, despite prevailing global geopolitical and macro-economic challenges. This transformation has been achieved through systematic restructuring of the business, improvement in product mix, enhancement of gross margins, and strengthening of cash flows. Mr. Rajaram Narayanan also initiated and successfully steered the merger with Viyash Group, resulting in the creation of a stronger, integrated entity with enhanced capabilities in R&D, cash flows, operational scale, and market presence.

Key Performance Milestones Achieved (Pre Merger) as per Consolidated Financial Statements/ Consolidated Financial Results:

Key Performance Indicator FY 23 FY 24 FY 25 H1 FY 2025–26
Gross Margin (%) 41.3% 44.5% 47.7% 48.3%
EBITDA* (₹ Cr) 75.6 106.8 199.3 125.9
Profit After Tax (₹ Cr) (122.0) (29.6) 32.3 37.2
Revenue (₹ Cr) 1,420.9 1,369.7 1,551.4 865.4
Net Debt / EBITDA (Pre-ESOP) 4.7x 3.5x 1.9x 1.7x
Market Capitalization (₹ Cr) 1,810.9 2,880.9 3,274.5 4,662.9

*EBITDA is pre-ESOP, Exceptional Items, Exchange Gain / (Loss), and IndAS 29 Adjustment

The Company also received various awards and recognition for its excellence and industry leading practices in several areas including safety, quality and HR practices.

In recognition of the exceptional performance and sustained value creation demonstrated over the period, and with a view to reward performance and ensure leadership, continuity and retention, the Nomination and Remuneration Committee and the Board of Directors of the Company, at their respective meetings held on April 22, 2026, have approved a one-time performance incentive for Mr. Rajaram Narayanan, of Rs. 4,00,00,000/- (Rupees Four Crores Only) to be paid during the financial year ending March 31, 2027, subject to approval of Members. This incentive is linked to performance over a defined period and is proposed as a one-time award.

The proposed payment is in addition to the remuneration already approved by the Members and shall form part of the

13


overall managerial remuneration payable to Mr. Rajaram Narayanan in accordance with Sections 197 and 198 of the Act read with Schedule V thereto and other applicable provisions of the Act.

The Nomination and Remuneration Committee and Board of Directors considered, inter-alia, performance, retention, leadership continuity, market practice, overall remuneration, and the Company's financial position before recommending the said payment.

Additional information in respect of Mr. Rajaram Narayanan, pursuant to the Secretarial Standards – 2 issued by the Institute of Company Secretaries of India, is provided in ‘Annexure- A’ and forms an integral part of this Notice. Further, disclosure under Schedule V of the Act is set out in ‘Annexure B’ to this Notice.

Except Mr. Rajaram Narayanan and his relatives, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution no. 3 as set out in this Notice except to the extent of their shareholding, if any.

The Board recommends the Resolution set forth in Item No. 3 for the approval of the Members of the Company by way of Special Resolution.

By order of the Board of Directors of
Viyash Scientific Limited
(previously known as Sequent Scientific Limited)

Place: Hyderabad
Date: May 19, 2026

Sd/-
Yoshita Vora
Company Secretary & Compliance Officer
Membership No.: ACS 22220

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15

ANNEXURE - A

Relevant details pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by Institute of Company Secretaries of India, is as given under:

Name of the Director Amit Jain Abhiroop Jayanthi Mr. Rajaram Narayanan
DIN 06917608 10354445 02977405
Age 45 40 57
Nationality Indian Indian Indian
Date of first appointment on the Board April 22, 2026 April 22, 2026 April 11, 2022
Qualification MBA from the Indian School of Business, Hyderabad and a Bachelor of Technology in Mechanical Engineering from the Indian Institute of Technology (IIT), Kharagpur MBA from the Wharton Business School, undergraduate degree in Industrial Engineering from the Indian Institute of Technology (IIT) Delhi and Postgraduate Diploma in Finance and Financial Law from the University of London BE (Hons)-Electrical & Electronics from Birla Institute of Technology and Science, Pilani, and MBA from Indian Institute of Foreign Trade, New Delhi. Also Advanced Management Program from Harvard Business School, USA.
Brief resume, Experience and Nature of expertise in specific function Please refer the explanatory statement for Item No.1 Please refer the explanatory statement for Item No.2 With over 25 years of experience, Mr. Narayanan has a strong track record of leading revenue and profitability growth across multiple industries including pharmaceuticals. He joined from Sanofi India Limited, where he was the Managing Director and Country Chair for India.

At Sanofi, he led the strategic reorientation of its India business operations, resulting in accelerated growth in key therapies and significant transformation of Sanofi's market operations.

Before Sanofi, he was Chief Marketing Officer at Airtel, India's leading telecommunications company. Mr. Narayanan started his career at Hindustan Unilever Ltd., where he held various leadership roles in India and other Asian markets for over 18 years, building and managing many iconic consumer brands. |


Terms and conditions of appointment or Reappointment including remuneration. As per the resolution set out at Item No. 1 of this Postal Ballot Notice read with statement pursuant to Section 102 of the Act. As per the resolution set out at Item No. 2 of this Postal Ballot Notice read with statement pursuant to Section 102 of the Act. A one-time performance incentive is proposed, with all other terms and conditions remaining unchanged.
Remuneration Sought be paid NA NA Rs. 4,00,00,000/- (Rupees Four Crores Only) one-time performance incentive
Number of Board Meeting attended (As on date of this notice) 1 of 1 1 of 1 9 of 9
Shareholding in the Company including shareholding as a beneficial owner as on date of Postal Ballot Notice - - 18,34,735 equity shares.
Disclosure of relationships between directors inter-se Not related to any Director or Key Managerial Personnel of the Company Not related to any Director or Key Managerial Personnel of the Company Not related to any Director or Key Managerial Personnel of the Company
List of Directorships held in Other Companies 1. Carlyle India Advisors Private Limited
2. Piramal Pharma Limited
3. Knack Global Private Limited
4. Strata Geosystems (India) Private Limited
5. Highway Roop Precision Technologies Limited
6. Varmora Granito Limited
7. VLCC Limited
8. VLCC Online Services Private Limited
9. VLCC Personal Care Limited 1. Highway Roop Precision Technologies Limited 1. Alivira Animal Health Limited
2. Topkim Topkapi ilac Premiks Sanayi Ve Ticaret Anonik Sirketi
3. Provet Veterinary Ürünleri San. Ve Tic. A. Ş.
4. Vila Viña Participacions S.L.
5. Laboratorios Karizoo, S.A
Chairpersonships / Memberships of Committees held in Committees of Other Companies 1. Membership:
1.1. VLCC Limited (Audit committee & Nomination & Remuneration Committee
1.2. Varmora Granito Limited (Nomination & Remuneration Committee)
1.3. Piramal Pharma Limited (Sustainability and Risk Management Committee ) - 1. Memberships:
1.1 Alivira Animal Health Limited (Corporate Social Responsibility Committee)
2. Chairmanships:
2.1 Alivira Animal Health Limited (Banking Committee)
Listed entities from which the appointee has resigned in the past 3 years - - -

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17

ANNEXURE - B

STATEMENT PURSUANT TO PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013 IN RESPECT OF ITEM NO. 3 OF THE NOTICE

1. General Information:

a. Nature of Industry:

The Company operates in the pharmaceutical and life sciences industry, specializing in the development and manufacturing of niche formulations, Active Pharmaceutical Ingredients (APIs), and advanced intermediates. With capabilities spanning API production, formulation manufacturing, and extensive R&D, the Company serves regulated and semi-regulated markets across multiple therapeutic areas. Its focus on high-quality, cost-efficient pharmaceutical solutions positions it as a key player supporting global healthcare needs.

b. Date or expected date of Commencement of Commercial production:

Not applicable as the Company is an existing Company.

c. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:

Not Applicable as the Company is an existing Company.

d. Financial performance based on given indicators of the Company (Standalone basis):

Rs. in million

Particulars For the year ended March 31, 2026 (Audited) For the year ended March 31, 2025 (Audited- Restated) For the year ended March 31, 2024 (Audited)
Total income 14483.20 13825.50 2145.00
Profit / (Loss) before tax 1162.20 491.70 (2.30)
Profit / (Loss) after tax 758.70 584.90 6.30

e. Foreign Investment or collaborations, if any:

The foreign investment in the Company is 61.65 % of the Paid-up Share Capital of the Company as on March 31, 2026. The Company does not have any foreign collaborations.

2. Information about the appointee

a. Background details:

Brief profile of Mr. Rajaram Narayanan:

With over 25 years of experience, Mr. Narayanan has a strong track record of leading revenue and profitability growth across multiple industries including pharmaceuticals. He joined from Sanofi India Limited, where he was the Managing Director and Country Chair for India.

At Sanofi, he led the strategic reorientation of its India business operations, resulting in accelerated growth in key therapies and significant transformation of Sanofi's market operations.

Before Sanofi, he was Chief Marketing Officer at Airtel, India's leading telecommunications company. Mr. Narayanan started his career at Hindustan Unilever Ltd., where he held various leadership roles in India and other Asian markets for over 18 years, building and managing many iconic consumer brands. He holds a Degree of BE (Hons)-Electrical & Electronics from Birla Institute of Technology and Science, Pilani, and MBA from Indian Institute of Foreign Trade, New Delhi. He has completed the Advanced Management Program from Harvard Business School, USA.


b. Past remuneration, Recognition and rewards:

In the financial year 2025-26, remuneration of Mr. Rajaram Narayanan was Rs. 260.97 million from the Company which included perquisite value of ESOPS. Further, he had additionally received remuneration of Rs. 33.98 million from Alivira Animal Health Limited, a wholly owned subsidiary of the Company. Remuneration of Mr. Rajaram Narayanan for the past year was approved via special resolution passed by the shareholders of the Company. For reference, the remuneration terms approved by the Members for Mr. Rajaram Narayanan are available at https://viyash.com/annual-reports

c. Job Profile and suitability:

Considering Mr. Rajaram Narayanan’s solid track record of successfully transforming businesses in highly complex and regulated industries, the Board believes that his strategic vision as well as operational expertise and rigor will be pivotal for the Company’s next phase of growth and success.

d. Remuneration proposed:

As provided in Item No. 3 of the Explanatory Statement to this Notice for Mr. Rajaram Narayanan, of the Explanatory Statement.

e. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person:

The proposed one-time performance incentive payable to Mr. Rajaram Narayanan has been considered in the context of the size of the Company, the nature of the industry, the profile of the position, and the responsibilities entrusted to him. The approval of the Members is being sought for payment of a one-time performance incentive of ₹4,00,00,000 (Rupees Four Crore only) to Mr. Rajaram Narayanan, in recognition of his exemplary leadership and significant contribution towards the successful completion and integration of the merger, resulting in enhanced scale, synergies, and long-term value creation for the Company and its stakeholders.

f. Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel or other directors, if any:

Mr. Rajaram Narayanan has no other pecuniary relationship with the Company except to the extent of their respective remuneration and shareholding in the Company.

  1. Other Information:

Reasons of loss or inadequate profits, steps taken or proposed to be taken for improvement and expected increase in productivity and profits in measurable terms:

The Company is proactively implementing strategic initiatives aimed at enhancing future performance. Efforts are underway to drive organizational and operational efficiencies including unlocking of post-merger synergies, reinforce core competencies, and strengthen financial resilience. Key focus areas include profit optimization, prudent cash management, improved operational execution, and effective cost and working capital control. The Company is focused on growth by expanding into new markets and increasing its international presence. It is also accelerating research and development in our businesses to create future pipeline on new products to drive consistent growth. The Company is seeking approval of the Members by way of a Special Resolution pursuant to the proviso to Section 197(1) of the Act, in case of inadequate profits and the potential impact on profitability arising from external business conditions during the period in which the one-time performance incentive is proposed to be paid.