Your Directors are pleased to present the Forty-First (41st) Annual Report of the Company, together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2026.
1. Financial Summary
The summarized financial performance of your Company for FY 2025-26 is given below:
| |
Standalone
|
Consolidated
|
|
Particulars
|
2025-26
|
2024-25
|
2025-26
|
2024-25
|
| |
(Restated)
|
(Restated)
|
|
Revenue from operations
|
13,820.6
|
13,103.4
|
34,203.1
|
30,068.4
|
|
Other Income
|
662.6
|
722.1
|
435.5
|
328.9
|
|
Profit/ (Loss) before interest, depreciation and tax
|
3,007.9
|
2,805.0
|
6,960.8
|
4,198.2
|
|
Less: Finance costs
|
162.1
|
251.4
|
692.1
|
863.7
|
|
Less: Depreciation and amortisation expenses
|
1,241.5
|
1,247.2
|
2,336.4
|
2,387.1
|
|
Profit/(Loss) before exceptional items and tax
|
1,604.3
|
1,306.4
|
3,932.3
|
947.4
|
|
Exceptional items
|
(442.1)
|
(814.7)
|
(442.1)
|
(815.6)
|
|
Profit/(Loss) before tax (after exceptional items)
|
1,162.2
|
491.7
|
3,490.2
|
131.8
|
|
Tax expense / (Credit)
|
|
|
- Current Tax
|
152.1
|
396.9
|
631.5
|
765.2
|
|
- Deferred tax
|
251.4
|
(490.1)
|
612.2
|
(791.6)
|
|
- Adjustment of tax pertaining to earlier period
|
-
|
-
|
-
|
0.5
|
|
Profit/(Loss) after tax
|
758.7
|
584.9
|
2,246.5
|
157.7
|
|
Net Profit for the year attributable to:
|
|
|
Owners of the Company
|
758.7
|
584.9
|
1,772.8
|
232.2
|
|
Non-controlling interest
|
-
|
-
|
473.7
|
(74.5)
|
Comparatives for the standalone and consolidated financial statements have been restated with effect from April 1, 2024, in accordance with Ind AS 103 - 'Business Combinations', to give effect to the Scheme of Amalgamation referred to in Section 8 below.
2. Business Performance Review
On a Consolidated basis, for FY 2025-26, the Company's revenues stood at ' 34,203.1 Million as against ' 30,068.4 Million (restated) in FY 2024-25, registering growth of 13.75 % over the previous year. The Company posted consolidated profit after tax of ' 2,246.5 Million in FY 2025-26, as against profit after tax of ' 157.7 Million (restated) in FY 2024-25.
On a Standalone basis, for FY 2025-26, the Company's revenues stood at ' 13,820.6 Million as against ' 13,103.4 Million (restated) in FY 2024-25 registering growth of 5.47 % over the previous year. The Company posted a profit after tax of ' 758.7 Million in the FY 2025-26, as against profit after tax of ' 584.9 Million (restated) in the FY 2024-25.
Management Discussion and Analysis Report, which forms part of the Board's Report, details the Company's operational and financial performance for the year under review.
Business Overview
Formulations
• Entry into new business segments: Companion animal segment was identified as one of the key pillars for our next phase of growth. During the year, the Company took first major step in this journey for the Indian market by partnering with Boehringer Ingelheim India, a leading global Animal Health innovator for portfolio distribution.
• Expanding reach: The Company strengthened its presence in India by increasing its field force in by ~40 individuals for greater penetration across the country.
• Research & Development: New injectable-focused R&D centre was setup at Ankara University, Turkey for the Alivira global business.
• Regulatory: Received EUGMP approval for Spanish manufacturing plant, strengthening access to regulated markets.
API
• R&D-led Portfolio Expansion: Accelerating new product launches and adding niche, high-value molecules
• Business Development: Strengthening presence in high-end markets and driving cross-selling across the platform
• Audits: Successful audits by key customers were completed during the year with no critical observations.
• New Business Segments: Expanding capabilities through CDMO to access new growth opportunities.
3. Update on Scheme of Amalgamation
The Board of Directors of the Company, at its meeting held on September 26, 2024, had approved a Composite Scheme of Amalgamation ("Scheme") between the Company, Symed Labs Limited, Vandana Life Sciences Private Limited, Appcure Labs Private Limited, Vindhya Pharma (India) Private Limited, S.V. Labs Private Limited, Vindhya Organics Private Limited, Viyash Life Sciences Private Limited, Geninn Life Sciences Private Limited and Sequent Research Limited, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act").
The Scheme had been sanctioned by the Hon'ble National Company Law Tribunal, Hyderabad Bench, vide its order dated November 18, 2025. The Company obtained the certified copy of the Order on November 20, 2025. In accordance with the Scheme, the business of the respective companies stands transferred to the Company from the effective date of December 16, 2025, with an Appointed date of April 1, 2025. The Amalgamation has been accounted in accordance with "Pooling of interest method" as laid down in Appendix C - 'Business combinations of entities under common control' of Ind AS 103 notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, comparatives have been restated to give effect of the amalgamation from the beginning of the previous year.
4. Dividend
The Board of Directors of your Company, after holistically considering the relevant circumstances and keeping in view the Company's dividend distribution policy, have decided that it would be prudent not to recommend any dividend for the year under review.
In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has formulated a Dividend Distribution Policy which ensures an appropriate balance between rewarding its Shareholders and retaining enough capital for the Company's future growth. This policy is available on the Company's website at https://viyash.com/CorporateGovernance
Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report annexed to this Annual Report for FY 2025-26.
5. Transfer to Reserves
The Board of Directors of your Company have decided not to transfer any amount to the Reserves for the year ended March 31, 2026.
6. Share Capital
Pursuant to the Scheme, the Authorized Share Capital of the Company has increased from 80,00,00,000 divided into 40,00,00,000 equity shares of ' 2 each to ' 8,86,14,70,000 divided into 4,43,07,35,000 equity shares of ' 2 each as on December 16, 2025.
The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2026, was ' 87,37,01,620 divided into 43,68,50,810 equity shares of ' 2 each.
During the year, the Company has allotted 18,19,21,827 equity shares of ' 2 each and 2,03,41,257 share warrants of ' 181.94 each pursuant to the Scheme to the shareholders and warrant holders of Viyash Life Sciences Private Limited.
Further the Company has allotted 46,26,988 equity shares of ' 2 each pursuant to the exercise of options in terms of the SeQuent Scientific Limited Employees Stock Option Plan 2020 of the Company.
During the year under review, the Company has not issued any shares with differential voting rights or sweat equity.
As on March 31, 2026, Dr. Haribabu Bodepudi, Managing Director and Group Chief Executive Officer, holds 2,03,41,257 share warrants convertible into equity shares of the Company.
7. Consolidated Financial Statements
In accordance with the provisions of the Act read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and the provisions of the SEBI Listing Regulations, the Audited Consolidated Financial Statements forms an integral part of this Annual Report.
8. Subsidiaries, Associates and Joint Ventures Companies
As on March 31, 2026, the Company had 19 (Nineteen) subsidiaries, out of which 14 are wholly owned subsidiaries. The Company does not have any Joint Ventures or Associate Companies.
During the FY 2025-26, pursuant to the Scheme and w.e.f. December 16, 2025:
(a) APPCO USA became material subsidiary of the Company; and
(b) Sequent Research Limited ceased to be wholly owned subsidiary of the Company.
9. Accounts/ Performance of Subsidiaries
I n accordance with the provisions of Section 129(3) of the Act read with the Rules made thereunder, a statement providing details of performance and the financial position of the subsidiaries is given in the prescribed Form AOC-1 attached as an "Annexure 1" forming part of this Report.
Further, in accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing the Audited Standalone and the Consolidated Financial Statements of the Company and the Audited Financial Statements of each of the subsidiary companies, has been placed on the website of the Company at https://viyash.com/annual-reports
The following were the material unlisted subsidiaries of the Company for FY 2025-26:
a) Alivira Animal Health Limited, India
b) Alivira Animal Health Limited, Ireland
c) Laboratorios Karizoo, Spain
d) Alivira Saude Animal Ltda, Brazil
e) Provet Veteriner Urunleri San. Ve Tic., A. §, Turkey
f) Alivira NV, Belgium
g) Appco Pharma LLC, USA
The Company has formulated a Policy for determination of Material Subsidiaries. The said policy is available on the Company's website and can be accessed at https://viyash.com/CorporateGovernance
10. Annual Return
Pursuant to Sections 92 and 134 of the Act, and the Rules made thereunder, the Annual Return of your Company as on March 31, 2026, is available on the Company's website and can be accessed at https:// www.viyash.com/annual-reports.
11. Credit Rating
As on date of this Report, India Ratings & Research (Fitch Group) upgraded the Company's long-term bank facilities rating from IND A (Positive) to IND AA- (Stable), signalling enhanced safety for timely financial obligations. The short-term facilities rating also improved from IND A1 to IND A1 , indicating strong safety and minimal credit risk.
ICRA Ratings has assigned the Company's Fund Based - Working Capital Facilities from Banks a long term rating of [ICRA] AA- (Stable), which denotes high safety in servicing obligations.
12. Public Deposit
During the year under review, the Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Act read with Rules made thereunder.
13. Directors & Key Managerial Personnel
As on March 31, 2026, the Board comprises of 7 (Seven) Directors consisting of 3 (Three) Executive Directors, 3 (Three) Non-Executive, Independent Directors (including one Woman Director) and 1 (One) Non-Executive, Non-Independent Director. All Directors are competent and experienced in their respective fields. The Board is chaired by Dr. Kamal Sharma, Independent Director of the Company.
The following changes took place in the Board of Directors and Key Managerial Personnel of the Company during FY 25-26:
• Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had approved the re-appointment of Dr. Kamal Sharma (DIN: 00209430) and Mr. Milind Sarwate (DIN: 00109854) as Independent Directors for a second term of five consecutive years with effect from August 25, 2025, to August 24, 2030. Subsequently, the Members of the Company approved the said re-appointments at the Fortieth Annual General Meeting of the Company held on August 08, 2025, vide Special resolutions. The Board of Directors of the Company are of the opinion that Dr. Kamal Sharma and Mr. Milind Sarwate, have the integrity, expertise and experience (including requisite proficiency) for being re-appointed as Independent Directors of the Company.
• Mr. Rajaram Narayanan (DIN: 02977405) and Mr. Neeraj Bharadwaj (DIN: 01314963) were appointed as Directors retiring by rotation of the Company at the Fortieth Annual General Meeting of the Company held on August 08, 2025.
• Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on September 05, 2025, approved appointment of Mr. Anuj Poddar (DIN: 01908009) as an Additional Director (Non- Executive, Non-Independent) of the Company. Subsequently, the Members of the Company approved the said appointment through postal ballot vide Ordinary resolution passed on November 02, 2025.
• Resignation of Mr. Neeraj Bharadwaj (DIN: 01314963) as Non-Executive, Non-Independent Director of the Company w.e.f. September 05, 2025, due to other professional commitments was taken on record.
• Resignation of Mr. Vedprakash Ragate (DIN: 10578409), as Whole-time Director (Executive Director) of the Company w.e.f. the close of business hours on September 30, 2025, due to personal reasons was taken on record.
• Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on December 16, 2025, had made the following changes in the composition of Board:
i. Appointment of Dr. Haribabu Bodepudi (DIN:01119687) as the Managing Director and Group Chief Executive Officer of the Company for a period of 2 consecutive years w.e.f. December 16, 2025.
ii. Change in designation of Mr. Rajaram Narayanan (DIN: 02977405) to Whole-time Director and Chief Executive Officer - Animal Health of the Company for the remaining period of his existing tenure w.e.f. December 16, 2025.
iii. Appointment of Mr. Srinivas Vasireddy (DIN:09771153) as an Additional Director designated as Whole-time Director of the Company for a period of 2 consecutive years w.e.f. December 16, 2025.
Subsequently, the Members of the Company had approved the said appointments and change in designation through postal ballot vide Special resolutions passed on March 12, 2026.
• Resignation of Dr. Fabian Kausche (DIN: 08976500) and Mr. Gregory Andrews (DIN: 08904518) as Non¬ Executive, Non-Independent Directors of the Company w.e.f. March 30, 2026, due to personal reasons and other commitments was taken on record.
• Appointment of Mr. Ramakant Singani as Chief Financial Officer ("CFO") of the Company w.e.f. January 01, 2026. Mr. Saurav Bhala resigned as the CFO of the Company, w.e.f. January 01, 2026.
The Board placed on record its appreciation for the contributions made by Mr. Neeraj Bharadwaj, Mr. Vedprakash Ragate, Dr. Fabian Kausche, Mr. Gregory Andrews and Mr. Saurav Bhala during their respective tenures.
Dr. Haribabu Bodepudi, Managing Director and Group CEO and Mr. Rajaram Narayanan, Whole-time Director and CEO-Animal Health, are liable to retire by rotation at the forthcoming Annual General Meeting and have offered themselves for the re-appointment. Based on their performance, experience and expertise, the Board of Directors, on recommendation of the Nomination and Remuneration Committee of the Company, recommends the appointment of Dr. Haribabu Bodepudi, Managing Director and Group CEO and Mr. Rajaram Narayanan, Whole-time Director and CEO-Animal Health, as the Directors liable to retire by rotation at the forthcoming Annual General Meeting.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on April 22, 2026, approved appointment of Mr. Amit Jain (DIN:06917608) and Mr. Abhiroop Jayanthi (DIN:10354445) as Additional Directors (Non-Executive, Non-Independent) of the Company. The said appointments are subject to the approval of the shareholders and shall be placed for their consideration in due course.
All the Directors have also affirmed that they have complied with the Company's Code of Business Conduct & Ethics. In terms of the requirements of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses, which are detailed in the Report on Corporate Governance.
The Company has received declarations from all the Independent Directors of the Company confirming that:
a) They meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations; and
b) They have registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs.
As per the provisions of Section 203 of the Act, Dr. Haribabu Bodepudi, Managing Director and Group Chief Executive Officer, Mr. Rajaram Narayanan, Whole-time Director and Chief Executive Officer - Animal Health, Mr. Srinivas Vasireddy, Whole-time Director, Mr. Ramakant Singani, Chief Financial Officer and Ms. Yoshita Vora, Company Secretary, are the Key Managerial Personnel of the Company as on March 31, 2026.
14. Board Evaluation
Pursuant to the provisions of Schedule IV of the Act and Rules made thereunder and provisions of the SEBI Listing Regulations, the Company has formulated a policy called "Viyash's Board Performance Evaluation Policy", for performance evaluation of the Board, its Committees, Chairperson of the Board, and individual Directors (including Independent Directors). In accordance with the criteria mentioned in the said policy, the Company has prepared a structured questionnaire incorporating various parameters for conducting annual performance evaluation. Based on these parameters, the Board carried out annual performance evaluation of its own performance, its Committees, Chairperson of the Board, and individual Directors (including Independent Directors). The Independent Directors, in a separate meeting, evaluated the performance of the Chairperson of the Board, the Non-independent Directors and the Board as a whole. They also assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors which is essential for the Board of Directors to effectively and reasonably discharge its duties. The outcome of the performance evaluation was communicated to the Chairman of the Board and duly noted by the Board of Directors.
15. Meetings of the Board
During the year under review, 7 (Seven) Board Meetings were held on May 20, 2025, August 08, 2025 (Two meetings held on the same day consecutively), September 05, 2025, November 14, 2025, December 16, 2025 and February 05, 2026. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report for the financial year ended March 31, 2026, which forms an integral part of this Annual Report.
16. Company's Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel
Pursuant to Section 178 of the Act, Nomination and Remuneration Committee has formulated "Viyash's Policy on Director's Appointment and Remuneration" which deals inter alia with appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company. The said policy is uploaded on the website of the Company and can be accessed at https://www.viyash.com/static/ media/policy-director-appointment-remuneration.cbbd70cda8c7c0eb31c2.pdf
The salient features of the policy are as under:
• NRC to identify people who are qualified to become Directors, Key Managerial Personnel and Senior Management Personnel of the Company.
• NRC to guide the Board in relation to the appointment, retention and removal of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.
• NRC to evaluate the performance of the Members of the Board including Independent Directors to provide necessary information/ report to the Board for further evaluation.
• NRC to recommend to the Board remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial person and create competitive advantage.
• To devise a policy on Board diversity.
• To develop a succession plan for the Directors, Key Managerial Personnel and Senior Management Personnel of the Company and to regularly review the plan.
Further, details relating to the remuneration of Directors are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
17. Committees of The Board
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their composition, number and dates of the Meetings and attendance at the Meetings are provided in the Corporate Governance Report which forms an integral part of this Annual Report. There has been no instance where suggestions of the Committees have not been accepted by the Board.
18. Auditors and Auditors Report Statutory Auditors
In accordance with the provisions of Section 139 of the Act, M/s. SRBC & CO LLP, Chartered Accountants (Firm Registration No. 324982E/ E300003) were appointed as Statutory Auditors of the Company, at the Annual General Meeting ("AGM") held on September 17, 2024, for a period of five years, commencing from the conclusion of 39th AGM till the conclusion of 44th AGM.
The Independent Auditors' Report on Standalone and Consolidated Financial Statements for the year ended March 31, 2026, forms an integral part of this Annual Report and does not contain any qualifications, reservations, adverse remarks or disclaimer.
The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Act. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, read with the Rules thereunder and Regulation 24A(1)(b) of the SEBI Regulations, the Board had appointed M/s. BMP & Co. LLP, Practicing Company Secretaries, (Firm Registration Number: L2017KR003200), as Secretarial Auditors of the Company for a term of five consecutive years, from the FY 2025-26 to the FY 2029- 30 to conduct Secretarial Audit of the Company.
The Secretarial Audit Report for the Company, in Form No. MR-3, is attached to this Board's Report as "Annexure 2A" and the Secretarial Audit Report of Alivira Animal Health Limited, unlisted Indian material subsidiary, is attached as "Annexure 2B" respectively. The observations of the Secretarial Auditors are self¬ explanatory. However, the management wishes to clarify that the delay of one working day in submission of the transcript was inadvertent and due to administrative reasons. Necessary measures have been taken by the Company to ensure timely compliance going forward.
Pursuant to Regulation 24A of the SEBI Listing Regulations read with applicable SEBI Master Circular for listed entities, the Annual Secretarial Compliance Report of the Company is available on the website of the Company at: https://viyash.com/investor-relation
Cost Auditors
In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain the cost accounts and cost records, which have been duly maintained. The Board of Directors, on the recommendation of Audit Committee, have re-appointed M/s. Joshi Apte & Associates, Practicing Cost Accountants, (Firm Registration Number: 000240), as the Cost Auditors of the Company, for the FY 2026-27.
Further, pursuant to the Scheme of Amalgamation and the consequent revision in the scope and coverage of the cost audit assignment, the Board of Directors, on the recommendation of Audit Committee, has proposed a revision in the remuneration payable to the Cost Auditors for FY 2025-26. In compliance with the requirements of the Act, a resolution seeking members' approval for the remuneration payable to the Cost Auditor for the FY 2025-26 and FY 2026-27 forms part of the Notice convening the Annual General Meeting for their ratification. M/s. Joshi Apte & Associates have confirmed that they are not disqualified from, being appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility criteria.
The Cost Audit Report for the FY 2024-25 has been duly filed and it does not contain any qualification, reservation or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act.
19. Segment
The Company operates in a single segment, i.e. the Pharmaceuticals Segment.
20. Particulars of Employees and Related Disclosures
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an "Annexure 3" and forms an integral part of this Annual Report.
I n accordance with the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid rules, forms part of this Annual Report.
I n terms of Section 136 of the Act, the said report is open for inspection at the Registered Office of the Company during working hours. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investorrelations@viyash.com
21. Vigil Mechanism / Whistle Blower Policy
Pursuant to provisions of Section 177(9) of the Act and the SEBI Listing Regulations, the Company has established a Vigil Mechanism and a Whistle Blower Policy, for the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. It also provides adequate safeguards against the victimization of employees who avail this mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Whistle Blower Policy is available on the website of the Company and can be accessed at https://viyash. com/CorporateGovernance
22. Particulars of Loans, Guarantees and Investments
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in Notes to the Financial Statements in the Annual Report.
23. Related Party Transactions
All contracts, arrangements and transactions entered into by the Company with the related parties during the financial year were in the ordinary course of business and on an arm's length basis. All related party transactions ("RPTs") are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for the transactions which are of repetitive nature and entered in the ordinary course of business and are at arm's length.
There were no material contracts/arrangements/transactions entered with related parties as required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014. Further, there were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.
I n line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions and the same can be accessed at https://viyash.com/investor-relation. Members may refer to Notes to Financial Statements which sets out party disclosures related to applicable accounting standards.
24. Corporate Social Responsibility Committee
The Corporate Social Responsibility ("CSR") Committee comprises of Dr. Kamal Sharma, Independent Director, as Chairman and Dr. Haribabu Bodepudi, Managing Director and Group Chief Executive Officer and Mr. Rajaram Narayanan, Whole-time Director and CEO-Animal Health, as its members. Your Company has a policy on CSR and the same can be accessed at https://viyash.com/investor-relation.
The brief objectives as per the CSR policy includes the following:
• Uplift the communities around its areas of operation, thereby creating a positive impact in the community.
• Identify interventions to ensure sustainable social development after considering the immediate and long-term socio environmental requirements.
• Setting high standards of quality in providing interventions and support to meet the needs of the community.
The Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached as an 'Annexure 4' and forms an integral part of this Annual report.
25. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested by Internal Auditors of the Company i.e. Grant Thornton Bharat LLP, Chartered Accountants, independently and no material weakness in the design or operations was observed.
I nternal Financial Controls have been designed to provide reasonable assurance with regards to the recording and providing reliable financial and operational information complying with applicable Accounting Standards. The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.
26. Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:
• in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
• such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2026, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026, and of the profit of the Company for the year ended on that date;
• proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• the annual financial statements for the year ended March 31, 2026, have been prepared on a going concern basis;
• internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;
• proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.
27. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/ Outgo and Expenditure on Research & Development
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as an 'Annexure 5' and forms an integral part of this Annual Report.
28. Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace
I n accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaint Committee(s) at various locations to redress and resolve any complaints arising under the POSH Act. Training and awareness programs are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.
During the FY 2025-26, no complaint pertaining to sexual harassment was received.
29. A statement with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961
The Board affirms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols. The policy is designed to support the health, well-being, and work-life balance of women employees during and after pregnancy.
30. Corporate Governance Report
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, your Company has complied with the requirements of Corporate Governance. The report on Corporate Governance along with a certificate issued by M/s. BMP & Co. LLP, Practicing Company Secretaries and Secretarial Auditors of the Company, confirming compliance of Corporate Governance for the year ended March 31, 2026, forms an integral part of this Annual Report.
31. Business Responsibility and Sustainability Reporting
As stipulated under the SEBI Listing Regulations, the Business Responsibility and Sustainability Reporting (" BRSR") describing the initiatives taken by the Company from an Environmental, Social and Governance perspective forms an integral part of this Annual Report. BRSR is also available on the Company's website and can be accessed at https://viyash.com/annual-reports
32. Management Discussion and Analysis
Pursuant to Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis covering inter-alia industry trends, the Company's performance, outlook, opportunities, and threats for the year ended March 31, 2026, forms an integral part of this Annual Report.
33. Risk Management
The Company has a risk management framework for identifying and managing risks. Further details are provided in the 'Management Discussion and Analysis' Report provided in a separate section forming an integral part of this Annual Report.
The constitution of the Risk Management Committee and details of the meetings held are disclosed in the Corporate Governance Report for the financial year ended March 31, 2026, forming an integral part of this Annual Report.
34. Secretarial Standards
During the year under review, your Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to 'Meetings of Board of Directors' and 'General Meetings' respectively.
35. Material Changes and Commitments Affecting the Financial Position of the Company
There have been no material changes and commitments, between the close of the financial year ended March 31, 2026 up to the date of this Report, that would affect your Company's financial position.
36. Significant and Material Orders Passed by the Regulators or Courts or Tribunals
There are no significant or material orders passed by any Regulators, Courts or Tribunals during the year under review which would impact the going concern status of the Company or its future operations.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and there was no instance of onetime settlement with any Bank or Financial Institution.
37. Change in the nature of business, if any:
There has been no change in the nature of business of the Company during the year under review.
38. Employee Stock Option Scheme
The Company grants share-based benefits to eligible employees with a view to attract, retain and reward talent by providing opportunity to participate in the growth of the Company through owning equity shares. The Company has three Employee Stock Option Schemes as on March, 31, 2026 as below:
(a) SeQuent Scientific Limited Employees Stock Option Plan 2020 ("SeQuent ESOP 2020"):
Under the SeQuent ESOP 2020, 1,85,00,000 stock options are available for grant to eligible employees. Each option entitles the holder to apply for one equity share of the Company with a face value of ' 2 each. During FY 2025-26, 46,26,988 equity shares were allotted to eligible employees upon exercise of the options granted under the said scheme. The Company has obtained necessary approvals from time to time from the stock exchanges, i.e., BSE and NSE, in accordance with the SEBI Listing Regulations for the listing of shares allotted under the said scheme.
(b) SeQuent Scientific Employee Stock Option Plan 2010 ("SeQuent ESOP 2010"):
Post introduction of SeQuent ESOP 2020, no further grants are being made under SeQuent ESOP 2010. As on March 31, 2026, no options have been vested under SeQuent ESOP 2010 and accordingly, no equity shares have been allotted under the said scheme during the year.
(c) Viyash Scientific Limited Employee Stock Option Scheme 2026 ("Viyash ESOP Scheme 2026")
During the year, the Company introduced the Viyash ESOP Scheme 2026 in alignment with the Composite Scheme of Amalgamation. Prior to the amalgamation, Viyash Lifesciences Private Limited ("VLSPL") had an existing stock option scheme for its employees. Pursuant to the Composite Scheme of Amalgamation becoming effective, the ESOP scheme of VLSPL stood to be discontinued. To ensure continuity of benefits to eligible employees, the Viyash ESOP Scheme 2026 has been adopted and implemented by the Company. Under the Viyash ESOP Scheme 2026, employees of the erstwhile VLSPL who have transitioned to the Company are eligible to receive stock options in lieu of their earlier entitlements. Any further grants under this scheme shall be made subject to the approval of the Nomination and Remuneration Committee, in accordance with applicable laws and as may be required from time to time.
The above schemes are in compliance with applicable regulations and a certificate from M/s. BMP & Co. LLP Practicing Company Secretaries, with respect to the implementation of the Company's Employee Stock Option Scheme(s), would be placed at the ensuing AGM for inspection by the Members and confirming that the scheme(s) has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021("SBEBS Regulations").
The details as required to be disclosed under Section 62 of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SBEBS Regulations is attached as an 'Annexure 6' is available on the website of the Company at: https://viyash.com/iannual-reports.
39. Transfer of Equity Shares of the Company to the Investor Education and Protection Fund (IEPF) Account
During the year under review, there were no amounts which were required to be transferred to the IEPF account by the Company pursuant to the provisions of Section 124(6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules, 2016.
40. Event Based Disclosures
a. Shifting of Registered office of the Company
The registered office of the Company was shifted from 301, 3rd Floor, Dosti Pinnacle, Plot No. E7, Road No. 22, Wagle Industrial Estate, Thane (W), Mumbai - 400604, Maharashtra to 3rd Floor, Srivalli's Corporate, Plot No. 290, SYN 33 34P TO 39, Guttala Begumpet, Jubilee Hills, Shaikpet, Hyderabad-500033, Telangana w.e.f. April 01, 2025.
b. Change in Name of the Company
The Board of Directors of the Company approved change in the name of the Company, from "Sequent Scientific Limited" to "Viyash Scientific Limited" with a view to establishing a market identity that reflects the combined business synergies of the transferor companies pursuant to merger, and to leverage the brand positioning of the Viyash group. The same was subsequently approved by the shareholders of the Company by way of a Special Resolution through postal ballot, passed on December 28, 2025, being the last day of e-voting.
The name of the Company was changed from "Sequent Scientific Limited" to "Viyash Scientific Limited" w.e.f. January 08, 2026. Consequent to the name change, the Memorandum of Association and Articles of Association of the Company were amended accordingly.
c. Alteration of the Objects Clause of the Memorandum of Association of the Company
Pursuant to the Scheme of Amalgamation becoming effective, the businesses of the transferor companies have been consolidated into the Company. In order to ensure seamless business continuity and to avoid any legal or operational gaps post-merger, the Objects clause of the Memorandum of Association of the Company has been suitably amended to encompass the businesses, powers, and activities of the transferor companies.
41. Acknowledgement
The Board places on record their sincere gratitude and appreciation for the employees at all levels for their dedication and motivated performance across the globe, which contributed greatly to the performance of the Company.
The Board would like to sincerely thank all the stakeholders, business partners, customers, vendors, stock exchanges, Government and regulatory authorities, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation, and support.
For and on Behalf of the Board of Directors of Viyash Scientific Limited (Formerly known as Sequent Scientific Limited)
Place: Mumbai Dr. Kamal Sharma
Date: May 19, 2026 Chairman
DIN:00209430
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