Your directors take pleasure in presenting their 37^th (Thirty Seventh) Annual Report (Integrated) on the business and operations
of the Company and the Audited Financial Statements for the Year ended March 31,2026.

In order to avoid repetition, certain disclosures required to be included in the Board’s Report have been presented in other
sections of this Annual Report (Integrated), including the Management Discussion & Analysis, Report on Corporate Governance,
Business Responsibility and Sustainability Report alongwith Reasonable assurance report and the Annexures forming part of
this Report. All such sections and annexures shall be read as an integral part of this Board’s Report.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE &
CONSOLIDATED).

# On March 05, 2025, there was fire at Multi-Purpose Plant
(MPP3) Facility, Tank Farms and warehouse at Dahej
SEZ Plant of the Company. This incident led to damage
of certain property, plant and equipment, inventory and
interrupted business. The Company is adequately insured for
reinstatement value of damaged fixed assets, inventory and
loss of profits due to business interruption. The Company has
intimated the fire incident with the insurance company and
submitted loss estimate pertaining to replacement value of the
damaged property, plant and equipment, loss of damaged
inventory and incidental expenses incurred on account office.
The claim is admitted by the insurance company..

During the financial year ended March 31, 2025,
the Company has recognised loss of ' 348.16 Crore
(' 362.90 crore on consolidated basis) on account of
damage to certain property, plant & equipment, inventory
and estimated cost of incidental charges. The Company
has recognised insurance claim receivable of ' 334.60
Crore (' 348.82 crore on consolidated basis) to the extent
of recovery of loss after adjusting applicable deductibility
considering its assessment of loss and admissibility of
claims as per the policy, adequacy of coverage and
nature of loss and based upon the independent opinion
obtained by the company from Independent Surveyor
and Independent Expert Practitioner. The Company has
not accounted claim for loss of profit due to business
interruption and excess value of reinstatement of assets
over written down value as per accounting conservatism.
The aforementioned losses and corresponding insurance
claim has been presented on a net basis of ' 13.56 crore
(' 14.08 crore on consolidated basis) under exceptional
item and claim receivable in other current financial assets
in these standalone financial results for the financial year
ended March 31,2025.

During the current year ended March 31,2026, Company
has received ' 14705 Crore (' 140.00 Crore as on
account payment from insurance company and balance
' 705 Crore pertains to sale of scrap) and incurred further
incidental charges of ' 1.41 Crore which is also claimed
as per insurance policy. Net claim receivable as on date
stands at '188.96 (' 203.18 crore on consolidated basis).

The Company had received stay order from Department of
Industrial Safety and Health and a direction from Gujarat
Pollution Control Board in respect of the Multi-Purpose
Plant (MPP3) Facility, Tank Farms and warehouse at
Dahej SEZ Plant damaged in the Fire Incident and the
Company has disseminated the said updates on the
Fire incident at stock exchanges which can be accessed
at the websites of BSE Limited atwww.bseindia.com
and the website of NSE at www.nseindia.com and the
website of the Company at https://neogenchem.com/wp-
content/uploads/Dahej Fire 23042025.pdf.

2. BRIEF DESCRIPTION OF THE COMPANY’S
WORKING DURING THE YEAR/STATE OF
COMPANY’S AFFAIR

The Company reported a standalone revenue of ' 855.49
crore and consolidated revenue of ' 861.96 crore in
F.Y. 2025-26 as compared to Standalone revenue of
' 773.65 crore and consolidated revenue of ' 77756
crore in the previous year thereby registered a growth of
10.58 % on standalone and 10.85% consolidated basis
over the previous year. The standalone and consolidated
Profit before exceptional items and tax (PBT) was ' 63.13
crore and ' 41.08 Crore in F.Y. 2025-26 as compared
to ' 79.92 crore and ' 64.24 crore respectively in the
previous year. The standalone and consolidated Profit
after Tax (PAT) stood at ' 46.96 crore and ' 28.75
crore as compared to ' 48.41 crore and ' 34.83 crore,
respectively in the previous year. EBITDA grew by 2.81%
to ' 151.26 crores from ' 14713 crore on a standalone
basis and by 0.71% to ' 13729 crore from ' 136.32 crore
on a consolidated basis.

The Company delivered a resilient performance during
F.Y. 2025-26 despite temporary disruption arising from the
fire incident at its Dahej SEZ facility and continued global
geopolitical uncertainties. The Company’s performance
was supported by sustained demand and sustained
volume expansion across its core specialty chemicals
business, growing contribution from Neogen Ionics and
continued progress in the Battery Materials segment.

The year witnessed steady volume growth across
both Organic and Inorganic Chemicals, increasing
traction from non-agrochemical applications including
pharmaceuticals, flavours & fragrances and industrial
chemicals, along with initial commercial sales of
Electrolytes and Lithium Electrolyte Salts through
Neogen Ionics.

Neogen continued to make progress on its greenfield
Battery Materials project at Pakhajan. The Battery
Materials business reached a significant milestone with
the arrival of specialised MUIS technology equipment at
the Pakhajan facility and commencement of mechanical
commissioning activities. Neogen Ionics commenced
commercial-scale Electrolyte supplies to domestic
customers and secured approval from giga-scale Indian
battery manufacturer for long-term commercial supply.

Neogen Ionics Limited (“NIL”) formalized its Joint
Venture with Morita Investment Limited (“MIL”), Japan, a
wholly owned subsidiary of Morita Chemicals Industries
Co. Limited, creating India’s first non-FEOC compliant
Lithium Electrolyte Salt manufacturing facility based

on established Japanese technology and thereby
strengthening its position in the global battery chemicals
value chain. NIL and MIL have entered into a Joint
Venture with an object to utilise the technological and
manufacturing capabilities of both organisations and
to utilise these synergies to participate in the rapidly
growing Lithium-Ion Battery business and to facilitate the
same both the parties have agreed to invest in Neogen
Morita New Materials Limited (“NML”)- the wholly owned
subsidiary of NIL and that NIL will own 80% majority
stake in NML, while MIL will hold remaining 20% in NML
by contributing USD 20 million.

Key Business Developments

A.    Expansion of Capacities:

•    Neogen Ionics commenced commercial sales
of Electrolytes and Lithium Electrolyte Salts
from its Dahej facility.

•    Greenfield Battery Materials facility at
Pakhajan progressed significantly with
mechanical assembly completed and trial-run
activities initiated.

•    Construction of replacement plant at Dahej
SEZ continued following the fire incident and
is expected to commission by H1 F.Y. 2026-27

•    Expanded Patancheru plant capacity (BuLi
Chem) from 120 MT active to 300 MT active.

B.    Strategic Agreements:

•    Neogen Ionics entered into a landmark Joint
Venture with Morita Investment Limited, Japan,
for manufacturing Lithium Electrolyte Salts
through Neogen Morita New Materials Limited.

•    The Joint Venture combines Neogen’s
manufacturing capabilities with Morita’s proven
Japanese technology and over three decades
of expertise in Lithium Salt production.

•    The project is expected to establish India’s first
non-FEOC compliant Lithium Electrolyte Salt
manufacturing platform.

C.    Fund Raising and Capital Deployment:

•    Successfully raised '200 Crore through
issuance of Non-Convertible Debentures to
support ongoing growth projects and will also
provide the necessary liquidity to expedite
the construction of replacement plant of the
Organic Chemicals plant in Dahej SEZ until
the full insurance payment is received.

•    Promoter group infused '161 Crore through
preferential allotment of equity shares.
Investment at INR 1,610 per share (~17%
premium to the SEBI floor price) reflects
promoter’s confidence in Neogen’s long-term
growth trajectory and strategic transition into
high-growth segments like battery materials.
Funds are earmarked for Neogen Ionics
expansion, working capital, and general
corporate purposes.

•    Continued deployment of capital towards the
Battery Materials expansion project and Dahej
facility reconstruction.

D.    Battery Materials Segment (Neogen Ionics):

•    Commenced commercial sales of Electrolytes
and Lithium Electrolyte Salts.

•    Secured long-term commercial supply approval
from a giga-scale Indian battery manufacturer
for Electrolytes.

•    Obtained provisional approvals from
multiple international customers for Lithium
Electrolyte Salts.

•    Continued customer qualification and approval
processes with leading domestic and global
battery manufacturers.

E.    Operational Resilience:

•    Successfully maintained customer
supplies despite temporary unavailability
of the Dahej facility through alternate
manufacturing arrangements.

•    Received significant insurance claim proceeds
and accelerated reconstruction of the
affected facility.

•    Continued expansion into pharmaceuticals,
flavours & fragrances and other specialty
chemical applications, reducing dependence
on agrochemicals.

•    CRISIL reaffirmed the Company’s credit
ratings, reflecting continued confidence in its
business fundamentals.

Strategic Developments and Future Plans

Neogen Chemicals remains well positioned to capitalize
on long-term opportunities in both specialty chemicals
and battery materials. The Company continues to align
its growth strategy with India’s energy transition, electric
mobility and advanced manufacturing initiatives.

Key Upcoming Milestones:

•    Commissioning of the replacement Dahej facility
during H1 F.Y. 2026-27

•    Commercial production of Electrolytes at the
Pakhajan facility during H1 F.Y. 2026-27 and
Commercial production of Lithium Electrolyte Salts
during H2 F.Y. 2026-27

•    Mechanical assembly is complete following
the arrival of all key equipment from Mitsubishi
Engineering Corporation; transitioned to trial-run
phase to ensure process stabilization; expect to
commence commercial contributions from H2 F.Y.
2026-27.

•    Focused on phased capacity ramp-up, process
stabilization, and customer qualification for both
domestic (electrolyte) and international markets
(electrolyte salts)

•    Ongoing customer engagements with leading
Indian and global cell manufacturers for electrolyte
and electrolyte salt supplies.

•    Continued expansion of Neogen Ionics’ Battery
Materials business through strategic partnerships
and customer approvals. The Company expects
its Battery Materials segment to emerge as a
significant growth driver over the coming years while
continuing to strengthen its leadership position in
specialty chemicals.

•    Provisional approvals received from additional
international customers for Lithium Salts & final site
audits completed for 3 overseas electrolyte makers
awaiting final clearance for approval which will help
to transition from provisional to commercial-ready
status by end of H1 F.Y. 2026-27

•    Morita’s to infuse equity contribution of $20 million
toward the Joint Venture.

•    Neogen Ionics has revised the project timelines and
capital outlay for its Dahej Phase 1 and Pakhajan
Phase 2 Battery Materials projects, with the
aggregate project cost revised to INR 1,795 crore

o The Dahej Phase 1 project cost has been
revised to INR 428 crore with expected
completion by February 2027 while the
Pakhajan Phase 2 project cost stands revised
at INR 1,367 crore with expected completion
by March 2027

o The revisions are primarily driven by design
optimization following the transition from in¬
house processes to advanced Japanese

technologies, along with higher localization
of critical sub-components to reduce import
dependence and enhance long-term
operational reliability

o The projects continue to receive strong strategic
backing through promoter equity infusion and
planned JV partner funding support

Conclusion

F.Y. 2025-26 was a year marked by resilience, execution
and strategic transformation. Despite temporary
operational disruptions arising from the Dahej fire incident
and global economic uncertainties, Neogen Chemicals
continued to deliver growth, advance critical expansion
projects and strengthen its position in emerging battery
materials markets.

The successful commencement of commercial sales
from Neogen Ionics, progress on India’s largest
integrated Battery Materials facilities and the landmark
Joint Venture with Morita Investment Limited have laid a
strong foundation for future growth. Supported by robust
customer relationships, proven technological capabilities,
strong governance practices and continued investments
in innovation and capacity expansion, Neogen remains
committed to creating sustainable long-term value for
all stakeholders.

3.    CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business or the
business line of the Company.

4.    DIVIDEND:

For the financial year 2025-26, based on the performance
and future prospects of the company, the board of the
Company is pleased to recommend a final dividend of
Re. 1 per equity share of ' 10 each (i.e. 10% of the face
value of equity share). If the dividend as recommended
by the Board is approved by the shareholders at the
37^th Annual General Meeting the total outflow towards
Dividend on equity share would be ' 2.74 crores.

The Board had recommended a final Dividend of ' 1 per
equity share for the financial year 2024-25, which was
approved by the shareholders at its 36^th Annual General
Meeting held on September 26, 2025 amounting to
' 2.64 crores and was paid to the shareholders according
to the provisions of the Companies Act, 2013.

The Dividend Distribution Policy (“Policy”) of the
Company formulated in accordance with the terms of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), which
endeavors for fairness, consistency and sustainability
while distributing profits to the shareholders is made
available at the website of the Company athttps://
neogenchem.com/wp-content/uploads/P-Dividend-
Distribution-Policv.pdf .

I n view of the changes made under the Income Tax
Act, 1961, by the Finance Act, 2020, dividends paid or
distributed by the Company shall be taxable in the hands
of the Shareholders. The Company shall, accordingly,
make the payment of the Final Dividend after deduction
of tax at source (TDS).

For further details related to TDS on dividend, please
refer to the Note No.11 to Notice of the 37^th AGM.

5. RESERVES

During the year under review, the company has not
transferred any amount to General Reserve. For
complete details on movement in Reserves and Surplus
during the financial year ended March 31,2026, please
refer to the ‘Statement of Changes in Equity’ included in
the standalone and consolidated financial statements of
this Annual Report (Integrated).

Utilization of Proceeds raised through Issue of
Equity Shares on Preferential basis

The proceeds raised through the issue and allotment
of shares on April 18, 2026 were utilized towards the
objects it was raised for and there was no deviation or
variation in the utilisation of funds raised through issue
of Equity Shares on preferential basis. The proceeds
of ' 161 crore raised through issue and allotment of
equity shares on preferential basis, was utilised as on
June 30, 2026 and the statement in this respect was
placed before the Audit Committee of the Company for
review and after such review the same was submitted
to the Stock Exchanges and the same is also available
at the website of the Company athttps://neogenchem.
com/wp-content/uploads/st-dev-var-fy-25-26.pdf. Further
the Monitoring Agency report issued by CRISIL Ratings
Limited is available at https://neogenchem.com/wp-
content/uploads/st-dev-var-fy-25-26.pdf.

Buy Back of Securities/ Sweat Equity/ Bonus
Shares/ Issue of Shares with Differential Rights/
ESOPs

During the year under review the Company has not
bought back any of its securities, nor has it issued any
Sweat Equity or Bonus Shares or Equity Shares with
Differential Rights.

EMPLOYEE STOCK OPTION PLAN (ESOPS)

Your Company believes in recognizing and rewarding
the dedication of its employees, who play a crucial
role in driving Company’s growth and success and to
facilitate its belief the Company has launched “Pragati-
An Employee Growth and Empowerment Program- with
a focus on “Progressing Together, Growing Forever”
(“Program”) strengthening our commitment to long-term
wealth creation and financial empowerment of Neogen
Pariwar. This initiative reinforces our commitment to
fostering a culture of ownership, motivation, and financial
well-being.

Further under the said Program, Neogen Chemicals
Limited Employees Stock Option Scheme 2024” (“NCL
ESOP Scheme 2024”) was formulated for grant of stock
options (“ESOPs”) to eligible Directors and Employees
of the Company and its Group Company(ies) including
its Subsidiary / Associate Company(ies) (present and
future, if any), with requisite approvals as necessary,
as per SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 [“SEBI (SBEBSE)
Regulations, 2021”].

The objective of this Scheme is to reward employees for
their performance, attract and retain talent, and foster a

strong sense of association with the Company’s growth
and profitability. The detailed Scheme is available at the
Company’s website athttps://neogenchem.com/wp-
content/uploads/ESOP-Scheme-2024.pdf

The total number of Options to be granted under the NCL
ESOP Scheme 2024 could not exceed 2,50,000 (Two
Lakhs Fifty Thousand). Each Option when exercised
would be converted into 1 (one) equity share of face
value of ' 10/- (Rupees Ten) each fully paid-up i.e. the
total of 2,50,000 Equity Shares representing 0.95% of
the total paid up share capital of the Company.

The equity shares to be allotted pursuant to the exercise
of the stock options, shall rank pari-passu to the existing
Equity Shares in all respects and would not be subject
to lock-in.

The Nomination and Remuneration Committee (“NRC
Committee”) of the Company acts as Compensation
Committee for the supervision of NCL ESOP Scheme
2024 and Trust administers the NCL ESOP Scheme 2024
under the guidance of the Compensation Committee.

The grants under the NCL ESOP Scheme 2024 shall be
made in conformity with the applicable laws and NCL
ESOP Scheme 2024.

On April 1, 2025, the Company has granted 36,400
ESOPs to the total of 41 eligible employees of the
Company and its Subsidiary Company(ies), in India or
outside India, in Tranche-I, under the NCL ESOP Scheme
2024 (“Tranche - I Grant”) through trust route and the
details pertaining to the same is available athttps://
neogenchem.com/wp-content/uploads/NRCOutcome.
pdf.

Thereafter on February 11, 2026 the Company has
granted 50,200 ESOPs to the total of 55 eligible
employees of the Company and its Subsidiary
Company(ies), in India or outside India, in Tranche-II,
under the NCL ESOP Scheme 2024 (“Tranche - II
Grant”) through trust route and the details pertaining
to the same is available athttps://neogenchem.com/
wp-content/uploads/NRCoutcome.pdf. Further, it also
approved the vesting of 4,650 ESOPs effective from April
1,2026 granted to eligible employees of the Company
and its Subsidiaries in Tranche- I Grant on April 1,2025.

No ESOPs were exercised during the financial year
under review.

Accordingly, as on March 31, 2026, there are 86,600
ESOPs that are either outstanding or exercisable.

Each stock option carries the right to apply for and be
allotted 1 (one) equity share of face value of ' 10 each
of the Company.

There was no subsequent change made to the NCL
ESOP Scheme 2024 during the year under review
and the said Scheme is in compliance with the SEBI
(SBEBSE) Regulations, 2021. The Certificate from
the Secretarial Auditor, Mr. Devendra Deshpande,
proprietor of M/s. DVD & Associates, Peer Reviewed
Firm of Company Secretaries in Practice (Firm
Registration No. S2016MH35900D and COP No. 6515),
on the implementation of NCL ESOP Scheme 2024 in
accordance with Regulation 13 of the SEBI (SBEBSE)
Regulations 2021, and the Resolutions passed by the
Members for NCL ESOP Scheme 2024 and the same
has been uploaded on the Company’s website athttps://
neogenchem.com/wp-content/uploads/certificate-
regulation-13-sbebse-fy-25-26.pdf.

Furthermore, the Company has adhered to the applicable
accounting standards in this regard.

I nformation as required under Regulation 14 read with
Part F of Schedule I of the SEBI SBEB Regulations 2021
has been uploaded on the Company’s website and can
be accessed athttps://neogenchem.com/wp-content/
uploads/certificate-regulation-14-sbebse-fv-25-26.pdf.

Provision of Money by Company for Purchase
of its Own Shares by Employees or by Trustees
for the Benefit of Employees:

During the period under review, there were no instances
for the company to comply with the provisions of Section
67 of the Companies Act, 2013.

Non- Convertible Debentures:

On August 12, 2025, the fund raising committee of
the Company had approved allotted 20,000 fully paid,
secured, listed, rated, redeemable, rupee denominated,
noncumulative, non-convertible debentures having a
face value of INR 1,00,000 each (“NCDs”) aggregating to
' 2,00,00,00,000 (Rupees Two hundred crores only) on
private placement basis within the borrowing limits of the
Company, pursuant to the in-principle approval received
from BSE Limited and other provisions of the applicable
SEBI Regulations and the Companies Act, 2013 and,
in such manner and on such terms and conditions as
set out in detail in the General Information Document
dated July 28, 2025 read along with the Key Information
Document dated August 11,2025.

As on March 31,2026, the Non-Convertible Debentures
(NCDs) of the Company stand at '200 Crores divided
into 20,000 NCDs of ' 1,00,000/- each. The NCDs of the
Company are listed on the debt segment of BSE Limited.

All the intimations / disclosures pertaining to the said
NCDs i.r.o. record dates, interest payment and others
are available on the website of the Company athttps://
neogenchem.com/announcements/ under the tab Issue
of Securities and can also be accessed on the website of
BSE Limited at https://www.bseindia.com/stock-share-
price/neogen-chemicals-ltd/neogen/542665/debt-most-
active-series

In July 2026, due to downgrade in credit rating by CRISIL
Ratings Limited the coupon rate of the said NCDs has
increased from 10.50% p.a. to 11.00% p.a. effective
from July 17, 2026. Further details with respect to the
same can be accessed athttps://neogenchem.com/wp-
content/uploads/Reg 51 Change in Coupon rate.pdf.

RETIREMENT BY ROTATION:

During the year under review, Mr. Anurag Surana (DIN:
00006665), Non Executive and Non-Independent
Director, retired by rotation and being eligible, offered
himself for reappointment.

As per the provisions of Section 152 of the Companies
Act, 2013 (“Act”), not less than two-third of the total
number of Directors, other than Independent Directors,
shall be liable to retire by rotation. One-third of these
Directors are required to retire every year and if eligible,
these Directors qualify for reappointment. Accordingly,
at the 37^th AGM, Dr. Harin Kanani (DIN: 05136947),
Managing Director, shall retire by rotation and being
eligible, offers himself for re-appointment.

A detailed profile of Dr. Harin Kanani (DIN: 05136947),
Managing Director, along with additional information
required under Regulation 36(3) of Listing Regulations
and Secretarial Standard on General Meetings is
provided separately by way of Annexure to the Notice of
the 37^th AGM.

CHANGES DURING THEYEAR UNDER REVIEW:

•    RE- APPOINTMENT OF WHOLE TIME
DIRECTOR:

During the year under review, Shyamsunder
Upadhyay (DIN: 07274873), Whole Time Director
of the Company was re-appointed as a Whole
Time Director of the Company, liable to retire by
rotation, for a further term commencing from
October 1, 2025 till September 30, 2028 (both days
inclusive),subject to approval of shareholders of the
Company as per the provisions of Section 152,
164, 196, 197,198, and 203 of the Act, read with
Schedule V and other relevant provisions and rules
made thereunder and Regulation 17, 30 and other
applicable regulations of the Listing Regulations
and the same was subsequently approved by the
shareholders of the Company at its 36^th Annual
General Meeting held on September 26, 2025, by
way of passing a special resolution.

•    APPOINTMENT OF MR. T C N SAI KRISHNAN
AS THE ADDITIONAL (EXECUTIVE DIRECTOR)
OF THE COMPANY.

During the year under review, Mr. T C N Sai
Krishnan (DIN: 10498119) was appointed as an
Executive Director of the Company for a term of
5 consecutive years commencing from October 1,
2025, to September 30, 2030 (both days inclusive),

liable to retire by rotation, subject to approval of
the shareholders pursuant to section 152, 164, 196,
197198 and 203 of the Act read with Schedule V,
rules made thereunder and all other applicable
provisions, if any, of the Act and regulation 17 30
and all other applicable regulations of the Listing
Regulations and the same was subsequently
approved by the shareholders of the Company at
its 36^th Annual General Meeting held on September
26, 2025, by way of passing a special resolution.

• CONTINUATION OF DIRECTORSHIP OF PROF.
RANJAN KUMAR MALIK (DIN: 08221989)
AS AN INDEPENDENT DIRECTOR OF THE
COMPANY POST ATTAINING THE AGE OF 75
YEARS.

The Members of the Company had in its 34^th
Annual General Meeting held on September 5,
2023 (34^th AGM) had by way of passing a special
resolution already approved re-appointment of Prof.
Ranjan Kumar Malik for a second term of 5 years
commencing from October 6, 2023 to October 5,
2028 prior to him attaining an age of 75 years,
pursuant to Regulation 17(1A) and other applicable
provisions of the Listing Regulations, read with
provisions of Section 149, 150, 152, 161 read
with schedule IV, and other applicable provisions
of the Act, relevant rules under the Companies
(Appointment and Qualification of Directors)
Rules, 2014.

However, during the year under review the Company
had received a Notice of observation from BSE
and NSE levying a fine for non- compliance with
the requirements of Regulation 17(1A) Listing
Regulations issued by the exchanges, with
observation that the Company has not specifically
mentioned regulation 17(1A) in the special resolution
and explanatory statement to the notice of 34^th AGM
passed for re-appointment of Prof. Ranjan Kumar
Malik who was about to attain an age of 75 years.

Pursuant to the above-mentioned notices from
the exchanges, the Company had again obtained
approval from its shareholders by way of Postal
Ballot for Continuation of directorship of Prof. Ranjan
Kumar Malik (DIN: 08221989) as a Non-Executive
Independent Director of the Company post attaining
the age of 75 years specifically mentioning therein
Regulation 17(1A) of the Listing Regulations
and the same was approved and passed by the
shareholders with requisite majority on July 12,

2025. Further the Company had also applied for
waiver to both the exchanges on September 10,
2025. The said waiver application was then rejected
by both the exchanges and the Company has made
the payment of fine amount to BSE and NSE within
the prescribed timelines.

RETIREMENT FROM AND RELINQUISHMENT
OF POSITION OF CHAIRMAN AND MANAGING
DIRECTOR OF THE COMPANY BY MR. HARIDAS
KANANI AND CONFERRING MR. HARIDAS
KANANI (DIN NO. 00185487) WITH THE
HONORARY TITLE OF CHAIRMAN EMERITUS.
The shareholders of the company had in its meeting held
on September 5, 2023 approved the re-appointment of
Mr. Haridas Kanani (DIN No. 00185487), as a Chairman
and Managing Director of the Company for a further term
of 5 consecutive years starting from August 11,2023 to
August 10, 2028, not liable to retire by rotation.

However, Mr. Haridas Kanani, Chairman and Managing
Director of the Company had vide his letter dated August
2, 2025, expressed his desire to take retirement from
active role and relinquish his position as the Chairman
and Managing Director of the Company effective end of
working hours of September 30, 2025. The Board has
on recommendation of the NRC committee had in its
meeting held on August 2, 2025, accepted his request
to take retirement and relinquish his position, as the
Chairman and Managing Director of the Company with
effect from end of working hours of September 30, 2025.

Further, considering his past service and a pivotal
role played by him in establishing Company’s strong
foundation, driving sustained growth, and fostering a
culture of excellence, integrity, and innovation, and in
recognition of his visionary leadership, dedication, and
outstanding contributions to the Company’s progress, the
Board of Directors had in consultation with and approval
of the NRC committee of the Company, approved
conferring Mr. Haridas Kanani with the honorary title
of “Chairman Emeritus”( a Non-Executive, Non-Board
position), w.e.f. October 1,2025 post his retirement.

In the capacity of Chairman Emeritus he shall continue
in a technical advisory role, offering guidance when
needed drawing on his >55 years of past experience,
but without the formal authority or responsibilities of
an active Chairman. He may participate in board and
committee meetings of Neogen Group as an observer,
provide historical context, and mentor, but shall not vote
or have executive decision-making power. Further, he

shall not be responsible for any day-to-day operations of
the Company.

Mr. Haridas Kanani’s association with the Company
has been integral to its success, and his designation as
Chairman Emeritus would be symbolic of the Company’s
continued respect and appreciation for his legacy.

DESIGNATION OF ANURAG SURANA (DIN
NO. 00006665), NON-EXECUTIVE AND
NON-INDEPENDENT DIRECTOR, AS A
CHAIRMAN AND NON-EXECUTIVE AND NON¬
INDEPENDENT DIRECTOR OF THE COMPANY.
Pursuant to the voluntary retirement and relinquishment
of the position of Chairman and Managing Director of the
Company by Mr. Haridas Kanani effective end of working
hours of September 30, 2025 and approval by the Board
for conferring Mr. Haridas Kanani with the honorary title
of “Chairman Emeritus” (a Non-Executive, Non-Board
position), w.e.f. October 1, 2025 post his retirement,
the Board has on recommendation being received from
the NRC Committee, in its meeting held on August 2,
2025, approved designation of Mr. Anurag Surana
(DIN no. 00006665)- existing Non-Executive and Non¬
Independent Director of the Company, as a Chairman
and Non-Executive and Non- Independent Director
of the company, liable to retire by rotation, with effect
from October 1, 2025, after evaluating his performance
as a Non- Executive Director of the Company during
his tenure and considering the knowledge, acumen,
expertise, experience and the substantial contribution
he brings to the Board and on such terms and conditions
including remuneration as set out in the agreement and
as may be decided by the Board in consultation with him
from time to time.

PAYMENT OF COMMISSION TO NON¬
EXECUTIVE DIRECTORS:

The Board of Directors on recommendation and approval
of NRC Committee and pursuant to approval already
availed from the shareholders of the Company, has in
its meeting held on August 2, 2025, approved payment
of commission to the Non-Executive Directors of the
Company, commencing from F.Y. 2025-26 and in all
subsequent Financial years, provided that the overall
amount of commission to be paid to all the existing/
then existing Non-Executive Directors together shall not
exceed 1 % of the profits of the Company for that financial
year, computed in accordance with the provisions of
Section 198 of the Act or the overall limits as may be
prescribed under Section 197 of the Act, as amended
from time to time, whichever is higher and in compliance
with the regulation 17(6) and all other applicable

regulations of SEBI Listing Regulations and on such
other terms and conditions as may be decided by the
Board on recommendation from NRC Committee.

Further the Board has approved the revised policy on
“Criteria of making payments to Non-Executive Directors
and Independent Directors of the Company’.’ The revised
Policy may be accessed athttps://neogenchem.com/wp-
content/uploads/Policv-on-Criteria-of-making-pavments-
to-NED.pdf .

Declaration by Directors:

The Independent Directors of the Company have
separately submitted a declaration of independence,
as required, pursuant to the provisions of Section
149(7) of the Act, stating that they meet the criteria of
independence, as provided in Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulation and are
not disqualified from continuing as Independent Directors
of your Company. Further, all the Independent Directors of
your Company have confirmed their registration / renewal
of registration, on Independent Directors’ Databank.
Further there has been no change in the circumstances
which may affect their status as Independent Director
during the year.

Further, annual disclosure of interest pursuant to section
184(1) of the Act, and declarations regarding their non¬
disqualification to act as a Director of the Company
pursuant to section 164(2) of the Act, were received from
all the directors of the company.

Your Company has in place a Code of Conduct for
the Board of Directors, Key Managerial Personnel
and senior management personnel, which reflects the
legal and ethical values to which your Company is
strongly committed. Also, pursuant to the requirements
of Regulation 26(3) of the Listing Regulations, all
members of the Board of Directors, Key Managerial
Personnel and Senior Management Personnel have
affirmed compliance with the code of conduct for Board
of Directors, Key Managerial Personnel and senior
management Personnel for the financial year ended
March 31,2026. The said code is available on the website
of the Company athttps://neogenchem.com/wp-content/
uploads/E-code-of-Ethics-Directors-KMP.pdf.

Annual Evaluation by the Board:

The Nomination and Remuneration Committee has
defined the evaluation criteria for the Board, its
Committees and Directors. The functioning of the Board
was evaluated by the Nomination and Remuneration
Committee on various aspects, including, degree of
fulfilment of key responsibilities, Board Structure,
composition, establishment and delegation of
responsibilities to various committees, effectiveness of
Board processes, Board and Management Relations,
Board Strategy and Risk Management, Stakeholder
value and responsibility, information and functioning.

The Board of Directors formally assess their own
performance based on parameters which, inter-alia,
include performance of the Board on deciding long term
strategies, rating the composition and mix of Board
members, discharging of governance and fiduciary
duties, handling critical and dissenting suggestions,
etc. The parameters for performance evaluation of
the Directors include contributions made at the Board
meeting, attendance, instances of sharing best and
next practices, domain knowledge, vision, strategy,
engagement with senior management etc.

The performance evaluation of the Independent Directors
was carried out by the entire Board, excluding Directors
being evaluated. Independent Directors were evaluated
based on parameters, such as qualifications, experience,
knowledge and competence.

The performance evaluation of Chairman, Executive
and Non-Executive Directors were carried out by
the Independent Directors who also reviewed the
performance of the Board as a whole in their meeting
held on February 11,2026 and March 14, 2026.

Familiarization Programmes for Independent
Directors:

Pursuant to provisions of Regulation 25 of the Listing
Regulations, the Company has formulated a programmes
for familiarizing the Independent Directors, with regard
to their roles, rights, responsibilities under the act and
regulations, nature of the industry in which company
operates, current business model of the Company, etc.,
through various initiatives.

The details of aforementioned programmes are available
on the Company’s website athttps://neogenchem.
com/wp-content/uploads/Familiarisation-Programme-
FY-25-26.pdf .

8. PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is attached as ‘Annexure 1” to this Annual Report
(Integrated). The Statement containing particulars of
employees as required under Section 197 of the Act,

read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will
be provided upon request. In terms of Section 136 of
the Act, the Integrated Annual Report and accounts are
being sent to the members and others entitled thereto,
excluding the information on employee’s particulars
which will be available for inspection on request being
sent by the member during business hours on all working
days excluding Sunday and national holidays up to the
date of 37^th AGM. Any member interested in obtaining
a copy thereof, may write to the Company Secretary at
investor@neogenchem.com.

The Company had 8 employees who were in receipt of
remuneration of not less than ' 1,02,00,000 during the
year ended March 31,2026 or not less than ' 8,50,000
per month during any part of the year.

9. COMMITTEES & MEETINGS:

The Company has duly constituted the following
mandatory Committees in terms of the provisions of
the Act, read with relevant rules framed thereunder &
Listing Regulations:

a)    Audit Committee

b)    Stakeholders Relationship Committee

c)    Nomination and Remuneration Committee

d)    Corporate Social Responsibility Committee

e)    Risk Management Committee

The composition of all such Committees, brief terms
of reference, number of meetings held during the year
under review, and other details have been provided in
the Corporate Governance Report and Integrated Report
which forms part of this Integrated Annual Report. All
the recommendations made by the Committees were
accepted by the Board.

Board Meetings:

The Board of Directors met 8 (eight) times during the
year, that is, on May 17, 2025, June 3, 2025, July 12,
2025, August 2, 2025, November 8, 2025, February
11, 2026, March 7 2026 and March 14, 2026, during
the financial year under review. The maximum interval
between any two meetings did not exceed 120 days, as
prescribed by the Act.

Audit Committee Meetings:

The Audit Committee met 8 (eight) times during the year,
that is, on May 17, 2025, July 12, 2025, August 2, 2025,

November 8, 2025, February 11,2026, March 7 2026,
March 14, 2026 and March 30, 2026 .

Stakeholders Relationship Committee
Meetings:

The Stakeholders’ Relationship Committee met once
during the year on May 17 2025.

Nomination and Remuneration Committee
Meetings:

The Nomination and Remuneration Committee met 5
(five) times during the year, that is, on April 1,2025, May
17 2025, June 3, 2025, August 2, 2025, and February
11,2026.

CSR Committee Meeting:

The CSR committee met 4 (Four) times during the year
on May 17 2025, August 2, 2025, November 8, 2025, and
February 11,2026.

Risk Management Committee:

The Board of Directors (“Directors”) of your Company
have constituted a Risk Management Committee in
accordance with Regulation 21 of the Listing Regulations.
The details pursuant to the requirement of Regulation 21
and Schedule V (C) Para 5A of the Listing Regulations
pertaining to role, terms of reference and constitution of
the Risk Management Committee of the Company have
been provided in the Corporate Governance Report
which forms part of this Annual Report (Integrated).

The Risk Management committee met twice during the
year on May 17, 2025, and November 8, 2025.

The Committee details and the Risk Assessment and
Management Plan are made available on the website
of your Company athttps://neogenchem.com/corporate-
governance/ and https://neogenchem.com/wp-content/
uploads/Risk-Mgt-Policy-updated-RMC-committee.
pdfrespectively.

Independent Directors meeting:

Independent Directors met twice during the year under
review on February 11,2026 and March 14, 2026.

0. DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES:

As on 31^st March 2026, the Company has 2 direct
subsidiaries i.e. Neogen Ionics Limited and Neogen
Chemicals Japan Corporation Limited and 1 step
down subsidiary named Neogen Morita New Materials
Limited and has a Joint Venture with Dhara Fine Chem

Industries wherein the Company holds 90% of the capital
contribution in a partnership firm. The Board of Directors
periodically reviews the affairs, performance and financial
position of the subsidiaries.

The Company does not have any associate company or
a holding company.

The detail of Subsidiary Company(ies), Step down
subsidiaries and Joint venture are as follows:

NEOGEN IONICS LIMITED:

“Neogen Ionics Limited” (“NIL”), the wholly owned
subsidiary of the Company incorporated on March 29,
2023, is engaged in Battery Chemicals Business to
address the growth opportunities in Energy Storage
such as Lithium- Ion Battery material space and other
future energy storage chemistries. The main object of
NIL is to manufacture Lithium-Ion battery materials with
an initial plan of manufacturing electrolytes and Lithium
salts needed for electrolytes.

During the F.Y. 2025-26, on standalone basis, NIL
achieved a revenue from operations of ' 35.97 crore
as compared to ' 11.95 crores in previous year, the
loss before tax was ' -21.54 crore in F.Y. 2025-26 as
compared to ' -16.18 crore in previous year, and the loss
after tax was ' -1784 crore in F.Y. 2025-26 as compared
to ' -13.55 crore in previous year.

The Company holds 99,00,000 Equity Shares of ' 10
each (constituting 100% stake) of NIL as on March
31,2026.

During the period under review, NIL was not the material
subsidiary of the Company.

NEOGEN MORITA NEW MATERIALS LIMITED:

During the year under review Neogen Ionics Limited
was in advance discussion with Morita Chemicals
Industries Co. Limited of Japan for formation of a Joint
Venture Company in India and to facilitate the same
“Neogen Morita New Materials Limited” (“NML”)
was incorporated. NML is a wholly owned subsidiary
of NIL and the step- down subsidiary of the Company
incorporated on July 30, 2025, engaged in Battery
Chemicals Business to address the growth opportunities
in Lithium- Ion Battery material space, especially related
Electrolyte Salts needed for internal consumption for
electrolytes as well as to meet global market demand.

On August 31, 2025 NIL entered into and executed a
Joint Venture Agreement (“JVA”) with Morita Investment
Limited (“MIL”) - a wholly owned subsidiary of Morita
Chemicals Industries Co. Limited (“MCL”) (hereafter “MIL”
and “MCL” is collectively referred as Morita Group”) with
an object to utilise the technological and manufacturing
capabilities of both organisations and to utilise these
synergies to participate in the rapidly growing Lithium-
Ion Battery business and to facilitate the same NIL and
MIL vide the JVA have agreed to invest in NML, wherein
NIL will own a minimum of 80% of the majority stake in
the share capital of NML and MIL shall own a maximum
of 20% of the share capital of NML by contributing USD
20 million.

NML shall carry on a business of production, development
and sale of solid LiPF6 salt, (and other new materials,
related products and services as may be decided by
parties to the Joint Venture from time to time) which is a
key ingredient for producing electrolyte used in Lithium-
Ion Batteries, on such terms and conditions as may be
mentioned in the JVA.

Further details can be accessed athttps://neogenchem.
com/wp-content/uploads/Reg 30 Incorporation
of NMNML clean.pdf, https://neogenchem.com/
wp-content/uploads/OutcomeJV.pdfand https://
neogenchem.com/wp-content/uploads/JV. pdf

From incorporation till March 31, 2026, NML did not
generate any revenue from operations, the loss before tax
was ' -1.06 crore and the loss after tax was ' -0.79 crore.

NIL holds 1,00,000 Equity Shares of ' 10 each
(constituting 100% stake) of NML as on March 31,2026.

During the period under review, NML was not the material
subsidiary of the Company.

The Financials of all the above-mentioned subsidiaries
are available on the website of the Company athttps://
neogenchem.com/announcements/ under the tab wholly
owned subsidiaries.

NEOGEN CHEMICALS JAPAN CORPORATION
LIMITED

“Neogen Chemicals Japan Corporation Limited”
(“Neogen Chemicals Japan”), Wholly Owned
Subsidiary of the Company, was incorporated on July 30,
2024, in Japan to establish close co-ordination, liasioning
and relationship with Japanese chemical companies. The

Company had subscribed to 100 shares of JPY 10 each
aggregating to JPY 1,000 at the time of incorporation of
Neogen Chemicals Japan. The details with respect to
the same can be accessed athttps://neogenchem.com/
wp-content/uploads/Intimation-8-5-2024.pdf

During the year under review, the Company has made
an additional investment in the equity shares of Neogen
Chemicals Japan upto an amount of JPY 2,00,00,000 by
way of subscribing to 20,00,000 Equity Shares of a face
value of JPY 10 each aggregating to JPY 2,00,00,000.

The details pertaining to the said investment in the
Equity of Neogen Chemicals Japan may be accessed
athttps://neogenchem.com/wp-content/uploads/
BMoutcomee.pdf, https://neogenchem.com/wp-content/
uploads/update ncljapan.pdfand https://neogenchem.
com/wp-content/uploads/Update on Japan
Investment01072025.pdf .

Details of shareholding of the Company in Neogen
Chemicals Japan, prior to and after the acquisition is as
given hereunder:

During the F.Y. 2025-26, Neogen Chemicals Japan
achieved a revenue from operations of ' 1.98 crore as
compared to ' 0 crores in previous year, the profit/ (loss)
before tax was ' 0.18 crore in F.Y. 2025-26 as compared
to ' (0.01) crore in previous year, and the profit/ (loss)
after tax was ' 0.18 crore in F.Y. 2025-26 as compared
to ' (0.01) crore in previous year.

DHARA FINE CHEM INDUSTRIES:

The Company has a Joint Venture with Dhara Fine Chem
Industries. Neogen holds 90% of the capital contribution
in a partnership firm. Dhara Fine Chem Industries is
engaged in the business of manufacturing, sale and
trading of Organic and Inorganic chemicals and other
related activities.

Audited Annual Consolidated Financial Statements of
the Company prepared in accordance with relevant

Accounting Standards issued by the Institute of
Chartered Accountants of India notified under Section
133 of Companies Act, 2013 read with Companies
(Indian Accounting Standards) Rules, 2015, as amended
from time to time and section 129 (3) forms part of this
annual report (Integrated). In accordance with Section
136 of the Act, the Audited Financial Statements,
including Consolidated Financial Statements and related
information are available on the Company’s website at
https://neogenchem.com/annual-reports-2/ .

Pursuant to the first proviso to Section 129(3) of the Act
and Rule 5 and Rule 8(1) of the Companies (Accounts)
Rules, 2014, the salient features of financial statements,
performance and financial position of the wholly owned
subsidiaries, step down subsidiaries and Joint Venture
is given in Form AOC-1 as set out in Annexure 2 to
this Report.

In accordance with Section 136(1) of the Act, this Annual
Report (Integrated) of the Company, containing the
standalone and the consolidated financial statements
and all other documents required to be attached thereto
has been placed on the website of the Companyhttps://
neogenchem.com/annual-reports-2/ .

11. AUDITORS:Statutory Auditors

I n terms of provisions of Section 139 of the Act read
with relevant rules made thereunder, M/s. Chandabhoy
& Jassoobhoy, Chartered Accountants, Firm Registration
No. 101647W, were appointed as the Statutory Auditors
of the Company in place of M/s. JMT & Associates,
Chartered Accountants, Firm Registration No. 104167W,
retiring Auditors, by the shareholders of the Company
in its 35^th Annual General Meeting, to hold office for a
term of 5 consecutive years from the conclusion of 35^th
Annual General Meeting till the conclusion of the 40^th
Annual General Meeting of the Company to be held in
the year 2029.

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants,
Firm Registration No. 101647W, have confirmed that they
are not disqualified from continuing as Statutory Auditors
of the Company and satisfy the prescribed eligibility
criteria in terms of provisions of Section 139 and 141 of
the Act and the Companies (Audit and Auditors) Rules,
2015. As required under Regulation 33 of the Listing
Regulations, the Auditors have also confirmed that they
hold a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India.

The Statutory Auditors Report on the Financial
Statements of the Company is part of this Annual
Report (Integrated). The said report was issued by the
Statutory Auditors with an unmodified opinion, and does
not contain any qualifications, reservations, adverse
remarks or disclaimer for the year under review and the
observations and comments given in the report of the
Statutory Auditors read together with notes to accounts
are self-explanatory and hence do not call for any further
explanation or comments under Section 134 (f) (i) of
the Act.

During the year under review, the Statutory Auditors
have not reported any instances of fraud under Section
143(12) of the Act and therefore disclosure of details
under Section 134(3)(ca) of the Act is not applicable.

Secretarial Auditors:

As per the provisions of Regulation 24A of the Listing
Regulations and in terms of provisions of Section 204
of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time and based on recommendation
of the Audit Committee and the Board of Directors, the
members in its 36^th Annual General Meeting held on
September 26, 2025 appointed M/s. DVD & Associates,
Peer Reviewed Firm of Company Secretaries in
Practice (Firm Registration No. S2016MH35900D, FCS
No. 6099 and CP No. 6515) as Secretarial Auditors of
the Company, for the first term of 5 (five) consecutive
financial years commencing from the financial year 2025¬
26 till the financial year 2029- 30, and, on payment of
such remuneration as may be mutually agreed upon
between the Board and the Secretarial Auditors from
time to time.

M/s. DVD & Associates have confirmed they are not
disqualified from continuing as the Secretarial Auditors
of the Company and that they satisfy the prescribed
eligibility criteria as prescribed under the applicable
provisions of the Act and rules framed thereunder and
SEBI Regulations.

DVD & Associates, Practising Company Secretaries
(Firm Registration No. S2016MH35900D, FCS No. 6099
and CP No. 6515), were appointed as the Secretarial
Auditor of the Company to conduct secretarial audit
for F.Y. 2025-26. The Secretarial Audit Report and
Secretarial Compliance Report for the financial year F.Y.
2025-26, does not contain any qualification, reservation,
adverse remark or disclaimer and the same is annexed
herewith as Annexure - 3 and Annexure-7, respectively
to this Report.

During the year under review, the Secretarial Auditors
have not reported any instances of fraud under Section
143(12) of the Act and therefore disclosure of details
under Section 134(3)(ca) of the Act is not applicable.

Cost Auditors:

The Company is required to maintain cost records as
per Section 148(1) of the Act and the rules are framed
thereunder, and accordingly, the Company has made
and maintained such cost accounts and records.

In terms of Section 148 of the Act read with the
rules framed thereunder, the Board of the Company
on recommendation being received from the Audit
committee, has appointed Kishore Bhatia & Associates,
Cost Accountants, (Firm Registration No. 00294) as
Cost Auditor of the Company for the F.Y. 2026-27, to
conduct audit of the Cost records of the Company at
a remuneration of ' 4,75,000 (plus GST and out of
pocket expense) subject to ratification of remuneration
by the shareholders at the ensuing 37^th AGM by passing
a resolution as set out in Item No. 5 of the Notice of
37^th AGM.

M/s. Kishore Bhatia & Associates, being eligible, have
consented to act as the Cost Auditors of the Company for
the F.Y. 2026-27 and have confirmed that they are free
from disqualification specified under Section 141(3) and
proviso to Section 148(3) read with Section 141(4) of the
Act and that the appointment meets the requirements of
Section 141(3) (g) of the Act. They have further confirmed
their independent status and an arm’s length relationship
with the Company.

Kishore Bhatia & Associates, Cost Accountants, (Firm
Registration No. 00294), were appointed as Cost Auditor
of the Company for the F.Y. 2025-26 as per the provisions
of the Act. The Cost Auditors’ Report for the financial
year ended March 31, 2026, does not contain any
qualification, reservation, adverse remark or disclaimer.

During the year under review, the Cost Auditors have not
reported any instances of fraud under section 143(12) of
the Act and therefore disclosure of details under Section
134(3)(ca) of the Act is not applicable.

12. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

The Management Discussion and Analysis Report
as stipulated under Regulation 34 of SEBI Listing
Regulations is presented in a separate section forming
part of this Annual Report (Integrated).

13.    BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

Tin terms of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI LODR Regulations’), the Top 1,000 listed
entities based on market capitalization shall submit
a Business Responsibility and Sustainability Report
(‘BRSR’ ) in the format as specified and updated by SEBI.

SEBI has further identified a focused subset of the
BRSR framework, referred to as BRSR Core. The top
500 listed entities are mandatorily required to undertake
assessment or assurance of the BRSR Core parameters
for the reporting period F.Y. 2025-26.

The Company does not fall under the criteria to undertake
assessment or assurance of BRSR Core for the financial
year 2025-26. However, your Company believes
that sustainable growth is achievable by integrating
environmental stewardship and social responsibility with
economic performance and thus as a good corporate
governance practice the company has voluntarily
undertaken assessment of BRSR core for F.Y. 2025-26
by an Independent external agency i.e. Bureau Veritas
(India) Private Limited.

The BRSR of your Company along with the Independent
Assurance Statement on the BRSR Core Key
Performance Indicators (KPIs) for the F.Y. 2025-26 forms
part of this Annual Report as required under Regulation
34(2)(f) of the SEBI LODR Regulations.

14.    RISK MANAGEMENT POLICY:

Risks are an integral part of a business operation.
Neogen has developed and implemented a robust
Risk Management Policy that monitors, identifies and
suggest risk mitigation measures. The Company has
developed and implemented the Risk Assessment
and Management Policy and the same is reviewed
periodically by the Board of Directors. The Board has
constituted Risk Management Committee which would
be reviewing this policy henceforth on periodic intervals.
The Committee details and the Risk Assessment and
Management Plan are made available on the website
of your Company athttps://neogenchem.com/corporate-
governance/ and https://neogenchem.com/wp-content/
uploads/Risk-Mgt-Policy-updated-RMC-committee.pdf
respectively. The salient features of the Risk Assessment
and Management Plan (“the policy”) are:

• Lay down a framework for identification, analysis,
evaluation, mitigation, monitoring & reporting of
various risks.

•    Evolve the culture, processes and structures that
are directed towards the effective management of
potential opportunities and adverse effects, which
the business and operations of the Company are
exposed to.

•    Risk management allows Neogen to minimize
losses and capitalize on opportunities.

•    Understanding risk and Neogen’s appetite for risk will
be key considerations in Neogen’s decision making.

15.    VIGIL MECHANISM/WHISTLE-BLOWER
POLICY:

The Company has adopted a ‘Whistle-Blower Policy’ for
its Directors and Employees to report genuine concerns
and to provide adequate safeguards against victimization
of persons who may use such mechanism. The
Mechanism is designed for enabling all the stakeholders
to communicate their concerns about illegal or unethical
practices, fraud or violation of Company’s Code of
Conduct, if any, freely. No personnel of the Company
have been denied access to the Chairperson of the Audit
Committee. During the year under review, no complaints
were received under the Whistle Blower Policy.

The functioning process of this mechanism has been
elaborated in the Corporate Governance Report forming
a part of this Annual Report (Integrated). The said policy
can be accessed on the company’s website athttps://
neogenchem.com/wp-content/uploads/L-Whistle-blower.
pdf .

16.    POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION:

The Company has adopted a Nomination and
Remuneration policy, the policy for appointment and
remuneration of Directors, key managerial personnel
and senior management officials including the criteria
for determining qualifications, positive attributes,
independence of a director and other matters as per
the requirements of section 178 (3) of the Act read with
relevant rules made thereunder and Listing Regulations
and to develop and recommend the Board a set of
Corporate Governance Guidelines. The Policy is available
on the Company’s website athttps://neogenchem.com/
wp-content/uploads/NRC-Policy-2.pdf. The Company
affirms that the remuneration paid to the directors is as per
the terms laid out in the Nomination and Remuneration
Policy of the Company.

The current policy is to have an appropriate mix of
executive, non-executive and independent directors to
maintain the independence of the Board and separate

its functions of governance and management. The
composition of Board of Directors during the financial
year ended March 31, 2026 is in conformity with
Regulation 17 of the SEBI Listing Regulations, 2015 read
with Section 149 of the Companies Act, 2013.

As on March 31, 2026, the Board had eight members,
three of whom are executive directors, one is a non¬
executive and non-independent Director and four
are independent directors including one independent
woman director.

During the year under review, the Board approved
designation of Mr. Anurag Surana, Non Executive and
Non-Independent Director and from non-promoter family
as a Chairperson of the Company aligned with best
corporate governance practices

17.    EXTRACT OF ANNUAL RETURN:

Pursuant to the requirement of section 92(3) of the Act
and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, a copy of annual return can
be accessed on our website athttps://neogenchem.com/
financial-performance/#all tabl1.

18.    MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT:

No material changes and commitments have occurred
between the end of the financial year of the Company
to which the financial statements relate and the date of
the report which may affect the financial position of the
Company or its status as a “Going Concern.

19.    SIGNIFICANT EVENTS THAT OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT.

Following events occurred between the end of the
financial year of the company to which the financial
statements relate and the date of the report:

• The Board of Directors of the Company, at its
meeting held on March 7, 2026, inter alia approved
the issue and offer of 10,00,000 equity shares of
face value of ' 10 each at a price of ' 1,610 per

Equity Share including a premium of ' 1,600 per
Equity Share, aggregating to ' 1,61,00,00,000
(Rupees One Hundred and Sixty One Crores
only) on preferential basis for cash consideration.
Subsequently, the shareholders of the Company at
its Extra Ordinary General meeting held on March
29, 2026, has approved issue, offer and allotment
of the said 10,00,000 equity shares to Cadamba
Solutions Private Limited - a Promoter Group
member of the Company. The allotment of the said
equity shares of the Company on a preferential
basis was done on April 18, 2026. The Equity
Shares were listed on BSE Limited and National
Stock Exchange of India Limited.

20.    DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE
COMPANY’S OPERATIONS IN FUTURE:

During the year under review there has been no
significant and material order passed by the regulators
or courts or tribunals impacting the going concern status
and the Company’s operations in future.

There is no Corporate Insolvency Resolution Process
initiated under the Insolvency and Bankruptcy Code, 2016.

21.    DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The internal financial controls with reference to the
Financial Statements are commensurate with the size
and nature of business of the Company. This internal
financial control system at company’s head office and its
plants are being checked by the Internal Auditors on a
quarterly basis and is certified by the Statutory Auditors
in its report. The Internal Auditor reports directly to the
Audit Committee. The adequacy, effectiveness and
implementation of the internal financial control system
is also monitored by the Audit Committee on a quarterly
basis and the recommendations, if any by the committee
is placed before the Board of Directors of the Company
for their review and comments and the recommendation
from the Board are duly implemented in a timely manner.
The system helps in improving operational and financial
efficiency of the Company, safeguarding of assets and
prevention and detection of frauds, if any, accuracy and
completeness of the accounting records and timely
preparation of reliable financial disclosures and ensuring
compliance with the policies of the Company.

22.    DEPOSITS

The Company has not accepted any deposit as per
the provisions of Section 73/76 of the Act read with the
Companies (Acceptance of Deposit Rules), 2014.

23.    PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

During the year the Company has subscribed to
the 11,10,00,000 - 0.01% Compulsorily Convertible
Debentures (CCDs) of ' 10 each as issued, offered and
allotted by NIL and as on the financial year ended March
31,2026 the Company holds 29,35,00,000 CCD of ' 10
each as issued, offered and allotted by NIL. Further the
Company had also paid the share application money
against CCD of ' 3.50 Crore to NIL, the allotment against
which was completed in April 2026.

Further the Company has pledged 30% of the equity
shares held in NIL in favour of lending bank against the
borrowings of NIL.

The Board of Directors of the Company had in its meeting
held on March 25, 2025 approved investment in Neogen
Chemicals Limited upto an amount of JPY 2,00,00,000
by way of subscribing to the equity shares as may be
issued, offered and allotted by Neogen Chemicals Japan,
and accordingly 20,00,000 Equity Shares of a face value
of JPY 10 each aggregating to JPY 2,00,00,000 was
subscribed and acquired by the Company in F.Y. 2025¬
26.

The details pertaining to the said investment in the Equity
of Neogen Chemicals Japan may be accessed athttps://
neogenchem.com/wp-content/uploads/BMoutcomee.
pdfand https://neogenchem.com/wp-content/uploads/
update ncljapan.pdf.

Details of shareholding of the Company in Neogen
Chemicals Japan, prior to and after the acquisition is as
given hereunder:

During the year under review, the Company has also
granted Inter corporate Deposits of ' 125.82 crores
to NIL.

Further the Board has at its meeting held on 08^th
November, 2025, upon recommendation received from
the Audit Committee, approved the limit for granting
additional inter-corporate deposits to Neogen Ionics
Limited - the Wholly Owned Subsidiary (“WOS”) up to
an amount of '300 Crore (Rupees Three Hundred Crore
Only), over and above the existing limit of ' 1,250 Crore
as approved by the Board at its earlier meetings.

The Board of Directors of the Company had granted an
in-principle approval for granting of Corporate Guarantee
in connection with the facilities as may be availed by NIL
upto ' 1,250 Crores in previous financial year and during
the year under review the Company had granted an in¬
principle approval for granting of additional Corporate
Guarantee in connection with the facilities as may be
availed by NIL upto ' 125 crore the details of which
are available athttps://neogenchem.com/wp-content/
uploads/BMOutcomeOCR.pdfand https://neogenchem.
com/wp-content/uploads/Outcome02082025.pdf
respectively. Against the limits approved by the Board,
the Company has granted a total corporate guarantee
of ' 1,223 crore in connection with the facilities to NIL till
the financial year ended March 31,2026.

The Company holds investment in its Joint Venture
Firm Dhara Fine Chem Industries (Partnership firm in
which the Company holds 90% share) and 100% stake
in Neogen Ionics Limited and Neogen Chemicals Japan
Corporation Limited, the wholly owned subsidiaries of
the Company as on March 31, 2026. Further Neogen
Ionics Limited holds 100% stake in Neogen Morita New
Materials Limited which is hence a step-down subsidiary
of the Company as on March 31,2026.

The said investments made in Joint Venture and the
Wholly owned subsidiaries and the ICDs granted to the
Wholly Owned Subsidiaries, being exempted in terms of
first proviso to section 186 (3) of the Act, the provisions
of section 186 to that extent are not applicable to the
said transactions.

Particulars of loans/ ICDs and guarantee given and
investment made by the Company are provided in the
Financial Statements which may be read in conjunction
with this report.

I n terms of Section 134 of the Companies Act, 2013,
the particulars of loans, ICDs, guarantees and

investments made by the Company under Section 186
of the Companies Act, 2013 are detailed in Notes to the
standalone financial statements.

24.    PARTICULARS OF LOANS GIVEN BY THE
DIRECTORS AND/OR THEIR RELATIVES TO
THE COMPANY:

During the year the Company has not received any Loan
from Directors and/or their relatives.

25.    THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF.

During the year, there has been no one-time settlement
of Loan and therefore this point is not applicable.

26.    PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

The Board of Directors has adopted a policy on related
party transactions. As per the Policy on related party
transactions, all transactions with related parties were
reviewed and approved by the Audit Committee. Omnibus
approval is obtained for related party transactions prior
to the commencement of each Financial year, which are
of repetitive nature and entered in the ordinary course of
business and on an arm’s length basis and the particulars
of all proposed RPTs, including projected values, pricing
methodology, period of transaction, commercial terms
and other key parameters, are placed before the Audit
Committee for its review and approval, and thereafter
noted by the Board. Directors having any interest in a
transaction abstain from participation in the discussions
on that item.

During F.Y. 2025-26, a statement giving details of all
related party transactions entered pursuant to omnibus
approval so granted is placed before the Audit Committee
and the Board of the Company on a quarterly basis for
its review, any new RPTs or modifications to the limits or
terms of previously approved RPTs were placed before
the Audit Committee for prior approval and thereafter
noted and approved by the Board of Directors of the
Company. The said policy is available on the Company’s
websitehttps://neogenchem.com/wp-content/uploads/
Policy-on-Materiality-of-Related-Party-Transactions-and-
Dealing-with-Related-Party-Transactions-1.pdf.

The objective of the policy is to ensure proper approval,
disclosure and reporting of transactions that are or may
be executed by and between the Company and any

of its related parties. The related party transactions
are mentioned in notes to accounts in Note No. 44 of
standalone financial results which set out the related
party transactions disclosures pursuant to IND AS-24.
All the transactions/contracts/arrangements, falling
within the purview of provisions of section 188 of the
Act, entered by the Company with related parties
during the year under review, are in ordinary course of
business and an arm’s length has been maintained in
the transaction. The Company has entered into material
contract/ arrangement with its wholly owned subsidiaries
and step down subsidiaries during the year under review
as mentioned in Note 44 to the Financial Statement and
the same are exempted under the provisions of section
188 of the Companies Act 2013 and Regulation 23 (5) of
Listing Regulations.

The Company has not entered into Material Related Party
Transactions as per the provisions of the Companies Act,
2013 with any other related party and a confirmation
to this effect as required under section 134(3)(h) of
the Companies Act, 2013 is given in Form AOC-2 as
An nexure 4, which forms part of this Annual Report
(Integrated).

27. OBLIGATION OF THE COMPANY UNDER
THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy
on prevention and prohibition of sexual harassment at
workplace pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The said policy is available athttps://neogenchem.
com/wp-content/uploads/NCL-POSH-Policv.pdf .

The Company has also put in place a redressal
mechanism for resolving complaints received with respect
to sexual harassment and discriminatory employment
practices for all genders. This process ensures complete
anonymity and confidentiality of information.

An Internal Complaints Committee has been constituted
to redress the complaints relating to sexual harassment
at workplace and implementation of the said Policy, and
the Committee was last re-constituted by the Board in its
board meeting held on February 1, 2025.

During the year under review, the Company has not
received any such complaints of harassment. The
summary of the same is provided hereunder:

Complaints pending as on April 1, 2025: Nil

Received during the year: Nil
Resolved during the year: Nil
Pending as on March 31,2026: Nil

28.    STATEMENT ON MATERNITY BENEFIT ACT,
1961 COMPLIANCE:

During the year under review, the company complied
with the provisions of the Maternity Benefit Act, 1961
along with all the applicable amendments & undertook
necessary measures to ensure compliance for all
eligible employees.

29.    CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The disclosure of particulars with respect to Conservation
of Energy, Technology Absorption, and Foreign Exchange
Earnings and Outgo as required under Sub-section
(3)(m) of Section 134 of the Act, read with Rule 8 (3)
Companies (Accounts) Rules, 2014 is enclosed herewith
as “Annexure 5” to this Board’s Report.

30.    CYBERSECURITY:

Cybersecurity is essential for any organisation to protect
its digital assets from cyber-attacks, data breaches, and
other security threats. Cybersecurity is critical to protect
against a constantly evolving threat landscape, where
attackers are becoming more sophisticated in their
tactics, techniques, and procedures. Your Company
has identified the constant increase in cybersecurity
threats and investing in cybersecurity solutions and
implementation of best practices and also extend the
same to the subsidiaries, applications, and external
interfaces. Your Company has implemented security
solutions which have also provided for round-the clock
surveillance arrangements to track any threats that
can help to protect networks, endpoints, and other
operating environments.

31.    INSURANCE: All the properties and assets of the
Company are adequately insured.

32.    APPOINTMENT OF DESIGNATED PERSON
AS PER RULE-9 OF THE COMPANIES
(MANAGEMENT AND ADMINISTRATION)
RULES, 2014

In accordance with Rule 9 of the Companies (Management
and Administration) Rules, 2014, the Company has
appointed Ms. Unnati Kanani, Company Secretary and
Compliance Officer of the Company as Beneficial Owner
Information Officer who shall responsible for furnishing,

and extending co-operation for providing, information to
the Registrar or any other authorised officer with respect
to beneficial interest in shares of the company.

33.    CORPORATE SOCIAL RESPONSIBILITY (CSR)

I n accordance with the requirements of the provisions
of Section 135 of the Act, the Company has constituted
CSR Committee. The Company has revised the CSR
Policy pursuant to the Companies (Corporate Social
Responsibility) Amendment Rules, 2021. The revised
CSR policy is available on Company’s website athttps://
neogenchem.com/wp-content/uploads/B-CSR.pdf .

In compliance with the provisions of Section 135
of the Act, 2013, the Companies (Corporate Social
Responsibility) Rules, 2014 and various notifications/
circulars issued by the Ministry of Corporate Affairs, the
Company has contributed an amount of ' 1.37 crore
against an amount of ' 1.36 crore as statutorily required
towards CSR activities, directly and also through various
organizations/trusts engaged in activities specified in
Schedule VII of the Act. Your Company has contributed
towards CSR activities in the areas of environmental
sustainability, promoting and supporting education,
preservation of natural resources, Health, Nutrition and
Disaster Management Projects, rural development and
women empowerment projects. The salient features of
the CSR policy along with the Report on CSR activities
are given in Annexure - 6 to this Directors’ Report.

34.    VOLUNTARY REVISION OF FINANCIAL
STATEMENTS OR BOARD REPORT:

Pursuant to section 131 of the Companies Act, 2013 and
the rules made thereunder during the year the company
has not revised its Financial Statements or Board’s
Report for three preceding financial years.

35.    DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in
clause (c) of sub-section (3) of Section 134 of the Act,
shall state that—

a)    Applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any, in preparation of the
annual accounts;

b)    The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
financial year March 31, 2026 and of the profit of
the Company for that period;

c)    The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act, for safeguarding the assets of the company
and for preventing and detecting fraud and
other irregularities;

d)    The Directors have prepared the annual accounts
on a going concern basis;

e)    The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

f)    The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

36. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there

were no funds or shares which were required to be
transferred to Investor Education and Protection Fund
(IEPF) during the year under review.

Pursuant to the said IEPF Rules, the Company has
uploaded the details of unpaid and unclaimed dividend
on its website athttps://neogenchem.com/unclaimed-
unpaid-dividend/ .

The due date for claiming dividend for Financial Year
2018-19 is October 25, 2026. All concerned Shareholders
are requested to make an application to the Company/
the Company’s Registrar to an Issue & Share Transfer
Agent (RTA) preferably by September 30, 2026, with a
request for claiming un-encashed or unclaimed dividend
for the financial year 2018-19 and onwards to enable
processing of claims before the due date.

Further details with respect to the same is available on
the website of the Company athttps://neogenchem.com/
unclaimed-unpaid-dividend/.

38.    CORPORATE GOVERNANCE CERTIFICATE,
SECRETARIAL AUDIT REPORT AND
SECRETARIAL COMPLIANCE CERTIFICATE:

I n compliance with Regulation 34 read with Schedule
V(C) of Listing Regulations, a report on Corporate
Governance and the certificate required under Schedule
V (E) of Listing Regulations from the Secretarial Auditors,
forms part of the Corporate Governance Report.

A Secretarial Audit Report and Annual Compliance
Certificate for the F.Y. 2025-26 from DVD and Associates,
Practicing Company Secretary of the Company forms
part of the Directors Report of the Company as Annexure
3 and Annexure 7 respectively.

39.    COMPLIANCE OF SECRETARIAL STANDARD
OF ICSI

I n terms of Section 118(10) of the Act, the Company is
complying with the Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and
approved by the Central Government with respect to
Meetings of Board of Directors and General Meetings.

40.    LISTING AGREEMENT

In compliance with SEBI Circular No. CIR/CFD/
CMD/6/2015 dated October 13, 2015, the Company has
executed a Uniform Listing Agreement with BSE Limited
and National Stock Exchange of India Limited, where the
shares of the Company got listed on May 8, 2019. The
Company has paid Annual Listing Fees to both the Stock
Exchanges for Financial Year ending on March 31,2027

41.    PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading)
Regulation 2015, the Company has adopted a ‘Code of
Conduct for Prevention of Insider Trading” (“Code”) in the
organization. As per the Code, the Company has also
adopted Policy on inquiry in case of leak or suspected
leak of UPSI and Policy for Determination of Legitimate
Purposes (“Policies”).

The said Code and policies are available on the
Company’s website athttps://neogenchem.com/wp-
content/uploads/J-Code-of-Conduct-for-Prevention-of-
Insider-Trading.pdf . The Code lays down guidelines for
procedures to be followed and disclosures to be made by
insiders while trading in the securities of the Company.

The ‘Trading Window’ remains closed from the end of
every quarter till 48 hours after the declaration of financial
results and the same is closed when Compliance Officer
determines that Designated Persons can reasonably
be expected to have possession of Unpublished Price
Sensitive Information. The Company Secretary of the
Company has been designated as the Compliance
Officer for monitoring adherence to the PIT Regulations
and to administer the Code of Conduct and other
requirements under SEBI (Prohibition of Insider Trading)
Regulations, 2015.

42. ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere co¬
operation and assistance of Central and State Government
authorities, bankers, customers, suppliers, investors and
business associates. The Directors also wish to place on record
their deep sense of appreciation for the committed services
rendered by each and every employee of Neogen Family. The
Directors acknowledge with gratitude, the encouragement and
support extended by the Company’s valued stakeholders.

For and on behalf of the Board of Directors
Neogen Chemicals Limited

Dr. Harin Kanani    Shyamsunder Upadhyay

Managing Director    Whole Time Director

DIN:05136947    DIN: 07274873

Place: Thane, India
Date: July 24, 2026