Meeting Details

This is a postal ballot process, not a physical meeting. The remote e-voting period commences on Saturday, May 30, 2026, at 9:00 A.M. IST and ends on Sunday, June 28, 2026, at 5:00 P.M. IST. The cut-off date for determining voting rights is Friday, May 22, 2026.

Proposed Resolutions and Implications

Item No. 1: Appointment of Mr. Amit Jain (DIN: 06917608)

An Ordinary Resolution to appoint Mr. Amit Jain as a Non-Executive, Non-Independent Director, liable to retire by rotation, effective from April 22, 2026. Mr. Jain is a Partner and Head of Carlyle India Advisors and brings extensive private equity and industry experience. He is a nominee of The Carlyle Group and will not be entitled to any sitting fees or commission.

Item No. 2: Appointment of Mr. Abhiroop Jayanthi (DIN: 10354445)

An Ordinary Resolution to appoint Mr. Abhiroop Jayanthi as a Non-Executive, Non-Independent Director, liable to retire by rotation, effective from April 22, 2026. Mr. Jayanthi is a Managing Director at Carlyle with 15 years of private equity experience, focusing on healthcare and life sciences. He is also a Carlyle Group nominee and will not receive sitting fees or commission.

Item No. 3: One-time Performance Incentive for Mr. Rajaram Narayanan

A Special Resolution to approve a one-time performance incentive of ₹4,00,00,000 (Rupees Four Crores Only) to Mr. Rajaram Narayanan (DIN: 02977405), Whole-time Director & CEO-Animal Health, to be paid during FY 2026-27. This is in recognition of his leadership in driving significant financial and operational transformation, including the successful merger with Viyash Group. All other terms of his remuneration remain unchanged.

Voting Process

The Company has engaged National Securities Depository Limited (NSDL) to provide the remote e-voting facility. The notice is being sent only electronically to members whose email IDs are registered as of the cut-off date. Physical copies of the ballot notice and form are not being sent. Members can vote using their demat account credentials or folio number through the NSDL e-voting platform (www.evoting.nsdl.com).

Scrutinizer Appointment

The Board of Directors 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 the postal ballot process. The Scrutinizer will unblock the votes after the e-voting period, prepare a report on the votes cast, and submit it to the Chairperson.

Results Declaration and Compliance

The results of the remote e-voting will be declared on or before Tuesday, June 30, 2026. The results, along with the Scrutinizer's report, will be submitted to BSE Limited and National Stock Exchange of India Limited, displayed on the company's notice board, and made available on the company's website (https://www.viyash.com) and NSDL's website. The resolution will be deemed passed on June 28, 2026, the last date of e-voting.

Financial Context (From Annexure B)

The document provides standalone financial performance indicators for context regarding the proposed incentive:

  • Total Income: ₹144.83 Cr (Mar-26 Audited), ₹138.26 Cr (Mar-25 Audited-Restated), ₹21.45 Cr (Mar-24 Audited)
  • Profit/(Loss) Before Tax: ₹11.62 Cr (Mar-26), ₹4.92 Cr (Mar-25), (₹0.02 Cr) (Mar-24)
  • Profit/(Loss) After Tax: ₹7.59 Cr (Mar-26), ₹5.85 Cr (Mar-25), ₹0.06 Cr (Mar-24)

Foreign investment in the company is 61.65% of the paid-up share capital as of March 31, 2026.