Your directors take pleasure in presenting their 36^th (Thirty Sixth) Annual Report on the business and operations of the Company
and the Audited Financial Statements for the Year ended March 31,2025.

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

^A The Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”) has on January 9, 2025, pronounced the order
sanctioning and approving the Scheme of Amalgamation of Buli Chemicals India Private Limited i.e. wholly owned subsidiary
(“Transferor Company/BULI”) with Neogen Chemical Limited i.e. holding company (“Transferee Company/NCL/ the Company”)

and their respective shareholders (“Scheme”), under sections 230 to 232 and other applicable provisions of the Companies Act, 2013
and rules framed thereunder(“Act”) (“Order”) with appointed date as April 1, 2024. The Scheme is effective from the date of filing of
the certified copy of Order with the Registrar of Companies, Mumbai by both the Transferor Company and Transferee Company i.e.
January 31, 2025 (“Effective Date”).

The Scheme sanctioned by Hon’ble NCLT, being a common control transaction, has been accounted for based on the pooling of
interests method retrospectively for all periods presented in the standalone results in accordance with Appendix C to Ind AS 103 -
“Business Combinations".

Accordingly, the financial information included in these financial results in respect of prior periods has been restated as if the business
combination had occurred with effect from the beginning of the previous year i.e., April 1, 2023. The effect of mergers on the amounts
of Revenue, Expense, Profit, Total Comprehensive Income and Reserves published in the respective period are as shown in the below
table:

# There was a Fire incident which took place on March 05, 2025 at Multi-Purpose Plant (MPP3)- Facility, Tank Farms and warehouse
at Dahej SEZ Plant of the Company and which led to damage of certain property, plant and equipment, inventory and interrupted
business. The Members are informed that the Company is adequately insured for reinstatement value of damaged assets and loss of
profits due to business interruption. The Company has intimated the fire incident to 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 of fire and that Company is awaiting for completion of surveyor assessment appointed by the insurance company.

Further the Company has recognised loss of ' 348.16 Crore on standalone basis and' 362.90 Crore on consolidated basis, on account
of damage to certain property, plant & equipment, inventory and estimated cost of incidental charges and has recognised insurance
claim receivable of ' 334.60 Crore on standalone basis and ' 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 and that 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 on standalone basis and ' 14.08 Crore on
consolidated basis under exceptional item and claim receivable in other current financial assets for the quarter and year ended March
31, 2025.

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 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 at www.bseindia.com the website of National Stock Exchange of India Limited at
http://www.nseindia.com and the website of the Company at https://neogenchem.com/wp-content/uploads/Dahej_Fire_LH.pdf, https://
neogenchem.com/wp-content/uploads/90306e32-755c-4076-8192-a8224986a15e.pdf    and 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 ' 773.65
Crore and consolidated revenue of ' 77756 Crore in
F.Y. 2024-25 as compared to Standalone revenue of
' 701.42 Crore and consolidated revenue of ' 690.67
Crore in the previous year thereby registered a growth of
10.30 % on standalone and 12.58 % consolidated basis
over the previous year. The standalone and consolidated
Profit before exceptional items and tax (PBT) was ' 79.92
Crore and ' 64.24 Crore in F.Y. 2024-25 as compared
to ' 59.46 Crore and ' 52.77 Crore respectively over
the previous year. The standalone and consolidated
Profit after Tax (PAT) stood at ' 48.41 Crore and
' 34.83 Crore as compared to ' 41.13 Crore and
' 35.65 Crore, respectively over the previous year. EBITDA
grew by 27% to ' 14713 Crore from ' 116.20 Crore on
a standalone basis and by 24% to ' 136.32 Crore from
' 110.05 Crore on a consolidated basis.

Below given is the brief description of Company’s
quarterly performance:

Quarter 1

In Q1 F.Y. 2024-25, Neogen Chemicals delivered a
resilient performance with revenue of ' 179.95 Crore,
registering a 9% growth as compared to Q1 of F.Y. 2023¬
24. This growth was driven by gradual demand recovery,
stronger volumes despite soft pricing and continued
contributions from both BuLi Chem and Neogen Ionics.
EBITDA grew 10% in Q1 of F.Y. 2024-25 as compared to
Q1 of F.Y. 2023-24, amounting to ' 30.80 Crore, while PAT
rose by 18% in Q1 of F.Y. 2024-25 as compared to Q1 of
F.Y. 2023-24, amounting to ' 11.47 Crore, supported by
effective cost management and operational efficiencies.

Initial capacities for Lithium Electrolyte Salts and
Electrolytes became operational during the quarter.
Neogen began commercial shipments of Lithium Salts
to global customers, while trial production of Electrolytes
continued in alignment with the ramp-up of cell
manufacturing in India. Construction of the greenfield
Battery Materials facility, based on MUIS technology,
also commenced.

Despite challenges in the agrochemical sector,
Neogen has proactively pivoted towards non-agchem
applications. Effective supply chain management
amidst logistical constraints and proactive customer
engagement further supported performance during the
quarter.

Quarter 2

Neogen posted a 20% increase in revenue and a 38%
growth in PAT during Q2 of F.Y. 2024-25 as compared
to Q2 of F.Y. 2023-24, demonstrating the company’s
resilience amid a backdrop of global geopolitical
tensions, inflationary pressures and industry-wide
oversupply. EBITDA for the quarter rose to ' 34.51 Crore,
reflecting operational strength and continued growth
in volumes across the base business, BuLi Chem and
Neogen Ionics.

Through Neogen Ionics, the company expanded its
footprint in the Battery Materials space, sharing multiple
Electrolyte and Lithium Salt formulations with customer
Pilot lines began shipping commercial trial lots, while
initial production facilities continued to fulfill early-stage
demand.

The greenfield Battery Materials facility at Dahej
progressed on schedule, with phased commissioning
aligned to India’s emerging cell manufacturing capacities.
The company maintained its focus on disciplined
execution and long-term growth, despite short-term
macroeconomic challenges.

Quarter 3

Q3 F.Y. 2024-25 saw Neogen reporting a robust recovery,
with revenue up by 22% and EBITDA growing 71% in
Q3 of F.Y. 2024-25 as compared to Q3 of F.Y. 2023-24,
led by higher volumes in the base business and a strong
ramp-up at BuLi Chem. This performance was achieved
despite the pressure of falling raw material prices. PAT
stood at ' 10.01 Crore, supported by operating leverage
and improved mix from new products and export
opportunities.

To offset continued weakness in agrochemicals, Neogen
expanded into sectors such as semiconductors, flavours
& fragrances and industrial CSM, showcasing the agility
of its business model.

Neogen Ionics continued to scale its Lithium Salts and
Electrolyte production. Trial supplies were extended to
domestic battery manufacturers as they prepared to
begin production. Construction of the greenfield Battery
Materials facility advanced significantly, with over 70%
of engineering and erection work completed. Modular
construction and equipment assembly were underway.

Quarter 4

I n Q4 F.Y. 2024-25, Neogen concluded the year on a
strong note with full-year revenue of ' 77756 Crore,
marking a 13% growth and EBITDA of ' 136.32 Crore,

up 24% YoY. This was achieved despite global pricing
pressures and a temporary setback due to a fire incident
at the Dahej SEZ facility.

The fire incident, which impacted the MPP-3 facility,
the warehouse and tank farms located at Dahej SEZ,
was swiftly managed without injuries. Other production
blocks, including Neogen Ionics, remained unaffected.
Production was reallocated to other sites with customer
approval. Construction of a replacement plant at the
same site has already begun and the company expects
to resume full operations shortly.

Neogen Ionics made significant progress, with full
commissioning of its 2,000 MT Electrolyte facility and
trial production of the remaining 200 MTPA Lithium
Salts capacity. The greenfield project at Pakhajan is
nearing structural completion and key MUIS equipment
is expected by end of this year, enabling final assembly.
A total of ' 470 Crore of the ' 1,500 Crore CAPEX has
been deployed so far.

Hon’ble National Company Law Tribunal approved the
amalgamation of Buli Chemicals India Private Limited
with Neogen Chemicals which was effective from January
31,2025. This will aid in streamlining operations, reduce
costs, and enhance Neogen’s market position in pharma
and agrochemicals. The Patancheru site received EC for
brownfield expansion.

Key Business Developments

1.    Expansion of Capacities:

•    Commercial production of 200 MTPA Lithium
Electrolyte Salts and Additives completed;
remaining 200 MTPA in trial.

•    2,000 MT Electrolyte facility at Dahej fully
commissioned with trial shipments sent to
multiple domestic and international customers.

•    BuLi Chem’s Hyderabad facility capacity
doubled to 300 MT through debottlenecking.

2.    Strategic Agreements:

•    BuLi Chem merged with Neogen Chemicals
effective January 31, 2025, following NCLT
approval, streamlining operations and
improving synergies.

•    A wholly owned subsidiary, ‘Neogen Morita
New Materials Limited’ (name approved by
ROC), is proposed to be formed to address
growing global opportunities in Lithium- Ion
Battery material space, especially related

to electrolyte Salts needed for internal
consumption for electrolytes as well as to
meet global market demand.

•    Neogen Ionics is in advanced discussions
with Morita Chemical Industries Co. Limited,
Japan, for a Joint Venture in India and to
facilitate the same NIL is in the process of
formation of this wholly owned subsidiary.

3.    Fund Deployment Initiatives:

•    Full financial closure achieved for ' 1,500
Crore greenfield CAPEX in Neogen Ionics
through long-tenure project finance debt.

•    ' 470 Crore deployed in F.Y. 2024-25, with
construction progressing on schedule.

4.    Battery Materials Segment (Neogen Ionics):

•    Strong global interest in non-Chinese supply
chains; company in advanced discussions for
long-term contracts with battery manufacturers.

•    Pilot and commercial batches of Electrolyte
and Lithium Salts being supplied; customers
validating quality and approving facilities.

•    Strategic hiring nearly complete, building a
high-performing team for Battery Materials.

5.    Operational Resilience:

•    Despite the fire incident and global
challenges, Neogen maintained delivery
timelines, reassigned production effectively
and minimized disruptions.

•    Strong export traction in BuLi Chem, with
shipments to EU, Korea and Japan.

•    Maintained creditworthiness, with CRISIL
reaffirming long term rating A/Negative and
short term rating A1

Strategic Developments and Future Plans
Neogen Chemicals is poised to capture long-term growth
in both the specialty chemicals and battery materials
segments. The company’s expansion strategy remains
firmly aligned with India’s EV and energy storage
ambitions, supported by government initiatives such as
PLI and Atmanirbhar Bharat.

Key Upcoming Milestones:

• Early next year: Commission greenfield facility at

Pakhajan with:

o 30,000 MT Electrolyte capacity using MUIS
technology

o 3,000 MT Lithium Electrolyte Salts & Additives
capacity

•    F.Y. 2025-26 Revenue Guidance (Standalone):

' 775-' 850 Crore (post Dahej fire revision)

•    F.Y. 2026-27 and beyond: Rapid scale-up in
Neogen Ionics expected to accelerate consolidated
growth

Conclusion

F.Y. 2024-25 was a year of steady execution amidst
volatility. Neogen Chemicals navigated global headwinds
with agility, expanding capacities, entering new markets
and deepening its foray into energy transition materials.
With Neogen Ionics well on track to commission India’s
largest integrated Battery Materials facility and its core
chemical business growing steadily, the company is
building a powerful platform for the future.

Neogen remains committed to sustainable growth,
innovation and value creation for all stakeholders by
leveraging its proven capabilities in complex chemistries
and robust R&D-driven differentiation.

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 F.Y. 2024-25, based on the performance of
the company, the board of the Company is pleased to
recommend a final dividend of ' 1 per equity share of a
face value of ' 10 each. If the dividend as recommended
by the Board is approved at the 36^th Annual General

Meeting the total outflow towards Dividend on equity
share would be ' 2.64 Crore.

The Board had recommended a final Dividend of ' 2 per
equity share for the F.Y. 2023-24, which was approved by
the shareholders at its 35^th Annual General Meeting held
on September 27, 2024 amounting to ' 5.28 Crore.

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 at https://
neogenchem.com/wp-content/uploads/P-Dividend-
Distribution-Policy.pdf.

In 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 Shareholdes 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 36^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 31,2025, please
refer to the ‘Statement of Changes in Equity’ included in
the standalone and consolidated financial statements of
this Annual Report.

6. SHARE CAPITAL

Authorised Share Capital:

The Authorised Capital of the Company as on March 31, is as under:

# The Authorised Equity Capital of the Company has increased from ' 40,00,00,000 to ' 90,02,60,000 pursuant to order pronounced
by the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”) on January 9, 2025, sanctioning the said Scheme
of Amalgamation of wholly owned subsidiary - Buli Chemicals India Private Limited (“Transferor Company”) with Holding Company
- Neogen Chemicals Limited (“Transferee Company”) and their respective shareholders (“Scheme”) (“Order”) which was made
effective from January 31, 2025 with appointed date April 1, 2024.

There is no change in the paid-up capital of the Transferee Company as the paid-up capital of Transferor Company stands cancelled
in its entirety from the Effective Date of the Scheme as it is an amalgamation of wholly owned subsidiary with the holding company.

The paid-up share capital of the Company as on March 31, is as given hereunder:

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, the Nomination and
Remuneration Committee and the Board of the Company
had in its meeting held on August 7 2024 approved the
formulation of “Neogen Chemicals Limited Employees
Stock Option Scheme 2024” (“NCL ESOP Scheme
2024”) for grant of stock options to eligible Directors and
Employees of the Company and its Group Company(ies)

including its Subsidiary / Associate Company(ies)
(present and future, if any), subject to approval of the
shareholders of the Company and such other approvals
as may be necessary, as per SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
[“SEBI (SBEBSE) Regulations, 2021”] and the same
was approved by the shareholders of the Company in
its 35^th Annual General Meeting held on September 27
2024.

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 at https://neogenchem.com/wp-
content/uploads/ESOP-Scheme-2024.pdf

The total number of Options to be granted under the
NCL ESOP Scheme 2024 shall not exceed 2,50,000
(Two Lakh 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 grants under the NCL ESOP Scheme 2024 would
be made in conformity with the applicable laws and NCL
ESOP Scheme 2024.

No Stock Options were granted to the eligible employees
under the NCL ESOP Scheme 2024 during F Y. 2024-25.
Accordingly, as on March 31, 2025 there are no stock
options that are either outstanding or exercisable.

Further the Nomination and Remuneration Committee
(NRC) of your Company has in its meeting held on April
1,2025, has approved the grant of 36,400 Stock Options
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. The Tranche
-I Grant is effective from April 1,2025. 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.

The Exercise Price for the above-mentioned Tranche - I
Grant of Options shall be ' 1,389/- per Option (being
granted at a discount of 10% of the Market Price (rounded
off) i.e. closing price of previous trading day from grant
day) as approved by the NRC of the Company.

Further details pertaining to the vesting and exercise of
the said Tranche- I Grant of Options is available at https://
neogenchem.com/wp-content/uploads/NRCOutcome.
pdf.

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, 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
has been uploaded on the Company’s website at https://
neogenchem.com/wp-content/uploads/certificate-
regulation-13-sbebse-2021.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 at the https://neogenchem.com/wp-
content/uploads/certificate-regulation-14-sbebse-2021.
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 we no instances
for the company to comply with the provisions of Section
67 of the Companies Act, 2013.

7 BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

The directors of the Company as on March 31, 2025,

arp¹

RETIREMENT BY ROTATION:

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 36^th AGM, Anurag Surana (DIN: 00006665), Non¬
Executive and Non-Independent Director, shall retire
by rotation and being eligible, offers himself for re¬
appointment.

A detailed profile of Anurag Surana (DIN: 00006665),
Non-Executive and Non-Independent 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 36^th AGM.

CHANGES DURING THE YEAR UNDER
REVIEW:

•    End of Term of Directors:

During the year under review, Sanjay Mehta
(DIN: 00002817) and Hitesh Reshamwala
(DIN:00367482) completed their second term
as Independent Director of the Company on
September 30, 2024 and consequently ceased to
be an Independent Director of the Company with
effect from the end of business hours of the said
date. The Board placed on record its appreciation
for the contribution made by them during their
tenure.

•    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
August 7 2024 till September 30, 2025 (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 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 35^th Annual General Meeting
held on September 27, 2024, by way of passing a
special resolution.

•    Appointment of Independent Directors:

During the year under review, Ullal Ravindra
Bhat (DIN: 00008425) and Rajeshkumar Babulal
Shah (DIN: 10729851), were appointed as an
Independent Director of the Company for a first
term of Five (5) consecutive years commencing
from August 7, 2024 to August 6, 2029 (both days
inclusive), not liable to retire by rotation, subject to
the approval of the shareholders of the Company
and the same was approved by the shareholders
of the Company at its 35^th Annual General Meeting
held on September 27, 2024 by way of passing a
special resolution pursuant to the requirement of
section 149, 150, 152 and 161 of the Companies Act
(“Act”) read with relevant rules made thereunder
and Regulation 25(2A), 30 and other applicable
regulations of the Listing Regulations. A detailed

performance evaluation of Independent Directors
was carried out by the Board before recommending
their appointment to the shareholders.

Ullal Ravindra Bhat was inducted as a Chairman
of Audit Committee and Nomination and
Remuneration Committee and a member of Fund¬
raising committee of the Board w.e.f. October 1,
2024. Rajeshkumar Babulal Shah was inducted as
a member of Risk Management Committee of the
Board w.e.f. October 1,2024.

Further, Ullal Ravindra Bhat had vide his letter
dated October 26, 2024 tendered his resignation
as Non-Executive and Independent Director of the
Company, with effect from the close of business
working hours on Monday, October 28, 2024,
to avoid any perceived conflict of interest as the
Company had availed a facility from a Bank on
whose Subsidiary’s Board he was acting as an
Independent Director and to maintain highest level
of corporate governance. There were no other
material reasons for resignation other than the one
specified in the resignation letter.

Subsequently, the Board had in its meeting held
on October 26, 2024 approved appointment of
Manoj Pati (DIN: 06971840) as an Independent
Director of the Company for a term of Three (3)
consecutive years commencing from October 26,
2024 to October 25, 2027 (both days inclusive), not
liable to retire by rotation, subject to the approval
of the shareholders of the Company through
postal ballot and the same was approved by the
shareholders of the Company through postal ballot
on December 5, 2024 by way of passing a special
resolution pursuant to the requirement of section
149, 150, 152 and 161 of the Act read with relevant
rules made thereunder and Regulation 25(2A),
30 and other applicable regulations of the Listing
Regulations. A detailed performance evaluation
of Independent Directors was carried out by the
Board before recommending his appointment to
the shareholders. He was inducted as a member
of Audit Committee, Nomination and Remuneration
Committee and Fund raising committee of the
Board w.e.f. October 26, 2024.

Ullal Ravindra Bhat ceased to be an Independent
Director on the Board of the Company and as a
chairman of the Audit Committee and Nomination
and Remuneration Committee of the Board and as
a member of the Fund raising committee with effect

from close of business working hours on Monday,
October 28, 2024 and in his place Manoj Pati
(DIN: 06971840) acted as a Chairman of the Audit
Committee and Nomination and Remuneration
Committee of the Board with effect from Tuesday,
October 29, 2024.

•    Resignation and Appointment of Key Managerial

Personnel (KMP):

During the year under review Ketan Vyas, who
was associated as Chief Financial Officer (CFO)
of the Company w.e.f. October 10, 2020 had vide
his letter dated September 9, 2024 tendered his
resignation as CFO and KMP of the Company, with
effect from the close of business working hours
on Wednesday, September 11, 2024, to pursue
opportunities outside the Company. There were no
other material reasons for resignation other than the
one specified in the resignation letter. The company
took on record the hard work and contribution of
Ketan Vyas in ensuring progress of Neogen during
his tenure.

Subsequently, to fill the said vacancy in the office of
CFO, Gopikrishnan Sarathy was appointed as CFO
and KMP of the Company w.e.f. Saturday, October
26, 2024, and he was inducted as a member of
Risk Management Committee and Fund-raising
Committee of the Company w.e.f. Saturday, October
26, 2024.

RE-APPOINTMENT OF WHOLE TIME
DIRECTOR:

Based on recommendation being received from the
nomination and remuneration committee (“NRC
Committee”) of the Company and after taking into
account the performance evaluation of Shyamsunder
Upadhyay (DIN: 07274873), as a Whole Time Director
of the Company during his previous term starting from
August 7 2024 to September 30, 2025 (both days
inclusive) and considering the knowledge, acumen,
expertise, experience and the substantial contribution
he brings to the Board, the Board has at its meeting
held on August 2, 2025, approved the re- appointment
of Shyamsunder Upadhyay (DIN: 07274873) as a Whole
Time Director of the Company for a further term of 3
years commencing from October 1,2025 till September
30, 2028, liable to retire by rotation, subject to the
approval of the shareholders at the 36^th AGM of the
Company by way of Special Resolution pursuant to first

proviso of Section 196(3)(a) as he has already attained
an age of 70 years and section 152, 164, 196, 197,198
and 203 of the Act read with Schedule V, rules made
thereunder and all other applicable provisions, if any, of
the Act and all the applicable regulations of the Listing
Regulations and on such terms and conditions including
remuneration as set out in the Employment agreement,
the abstract of which is given in explanatory statement
annexed to the Notice of the 36^th AGM. This proposal
forms part of the agenda of the Notice of 36^th AGM of the
Company and a brief detail regarding his appointment
as required under Secretarial Standard on General
Meetings and Regulation 36 of the Listing Regulations is
provided separately by way of an Annexure to the Notice
of the AGM.

RETIREMENT FROM AND RELINQUISHMENT
OF POSITION OF CHAIRMAN AND MANAGING
DIRECTOR OF THE COMPANY BY HARIDAS
KANANI AND CONFERRING 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
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, Haridas Kanani, Chairman and Managing
Director of the Company has 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, has approved
conferring 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.

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 Haridas Kanani effective end of working
hours of September 30, 2025 and approval by the Board
for conferring 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 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
as set out in the agreement and as may be decided by
the Board, on recommendation from NRC Committee
and in consultation with him from time to time.

APPOINTMENT OF TRIPLICANE COMMANDOR
NARASIMHAN SAI KRISHNAN AS THE
EXECUTIVE DIRECTOR OF THE COMPANY.

Based on recommendation being received from
the nomination and remuneration committee of the
Company and after evaluating his profile, candidature,
knowledge, acumen, expertise, and experience of
Triplicane Commandor Narasimhan Sai Krishnan
(DIN: 10498119), the Board has at its meeting held on
August 2, 2025, approved the appointment of Triplicane
Commandor Narasimhan Sai Krishnan (DIN: 10498119)
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 at
its ensuing 36^th AGM pursuant to section 152, 164, 196,
197 and 198 of the Act of the Act read with Schedule
V, rules made thereunder and all other applicable
provisions, if any, of the Act and all the applicable
regulations of the Listing Regulations and on such terms
and conditions including remuneration as set out in the
Employment agreement, the abstract of which is given
in explanatory statement annexed to the Notice of the
36^th AGM. This proposal forms part of the agenda of the
Notice of 36^th AGM of the Company and a brief detail
regarding his appointment as required under Secretarial
Standard on General Meetings and Regulation 36 of the
Listing Regulations is provided separately by way of an
Annexure to the Notice of the AGM.

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 at https://neogenchem.com/
wp-content/uploads/Policy-on-Criteria-of-making-
payments-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, 2025. The said code is available on the
website of the Company at https://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 1,2025 and March 25, 2025.

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 at https://neogenchem.
com/wp-content/uploads/Familiarisation-Programme-
FY-24-25.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.
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
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 36^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 31,2025 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 which forms part of
this Annual Report. All the recommendations made by
the Committees were accepted by the Board.

Board Meetings:

The Board of Directors met 6 (Six) times during the
year, that is, on April 30, 2024, August 7 2024, October
26, 2024, November 12, 2024, February 1, 2025, and
March 25, 2025, 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 6 (Six) times during the year,
that is, on April 30, 2024, August 7 2024, October 26,

2024,    November 12, 2024, February 1,2025, and March
25, 2025.

Stakeholders Relationship Committee
Meetings:

The Stakeholders’ Relationship Committee met once
during the year on August 6, 2024.

Nomination and Remuneration Committee
Meetings:

The Nomination and Remuneration Committee met 4
(four) times during the year, that is, on April 30, 2024,
August 7, 2024, October 26, 2024, and March 25, 2025.

CSR Committee Meeting:

The CSR committee met 3 (three) times during the year
on April 30, 2024, November 12, 2024, and February 1,

2025.

Risk Management Committee:

The Board of Directors (“Directors”) of your Company
have constituted a Risk Management Committee in
accordance with the recent amendments in 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.

The Risk Management committee met twice during the
year on April 30, 2024, and November 12, 2024.

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

Independent Directors meeting:

I ndependent Directors met twice during the year under
review on February 1, 2025 and March 25, 2025.

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

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

The detail of Subsidiary Company(ies) are as follows:

NEOGEN IONICS LIMITED:

“Neogen Ionics Limited” (“NIL”), the wholly owned
subsidiary of the Company incorporated on March
29, 2023, engaged in the manufacturing of Lithium-
Ion Battery materials which includes manufacturing
electrolytes and Lithium electrolyte salts needed for
electrolytes and other speciality new generation organic
and inorganic chemicals and allied activities.

During the F.Y. 2024-25 (“the said period”), NIL
achieved a revenue from operations of ' 11.95 Crore as
compared to ' 0.55 Crore in previous year, the loss before
tax was ' (16.18) Crore in F.Y. 2024-25 as compared to
' (701) Crore in previous year, and the loss after tax was
' (13.55) Crore in F.Y. 2024-25 as compared to ' (5.81)
Crore in previous year.

The Company holds 99,00,000 Equity Shares of ' 10
each (constituting 100% stake) of NIL as on March 31,
2025.

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

AMALGAMATION OF BULI CHEMICALS INDIA
PRIVATE LIMITED:

During the year under review, the Board of Directors
had in its meeting held on April 30, 2024, approved the
draft Scheme of Amalgamation of Buli Chemicals India
Private Limited- Wholly Owned Subsidiary (“Transferor
Company”) with Neogen Chemicals Limited- the
Holding Company (“Transferee Company”) and
their respective shareholders (“Scheme”) pursuant to
Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013 (“Act”) and rules framed
thereunder, and the said Scheme was filed with the
Hon’ble NCLT in the year 2024.

Further details pertaining to the said Scheme is available
at    https://neogenchem.com/wp-content/uploads/

Submission-of-Scheme-of-Amalgamation-pursuant-to-
regulation-30.pdf.

Hon’ble National Company Law Tribunal, Mumbai
Bench (“Hon’ble NCLT”) has on January 9, 2025,
pronounced the order sanctioning and approving
the Scheme of Amalgamation of Buli Chemicals
India Private Limited i.e. wholly owned subsidiary
(“Transferor Company/BULi Chem”) with Neogen
Chemical Limited i.e. holding company (“Transferee
Company/ NCL/ the Company”) and their respective
shareholders (“Scheme”), under sections 230 to 232
and other applicable provisions of the Companies Act,
2013 and rules framed thereunder(“Act”) (“Order”)
with appointed date as April 1, 2024. The Scheme was
effective from the date of filing of the certified copy of
Order with the Registrar of Companies, Mumbai, by both
the Transferor Company and Transferee Company i.e.
January 31,2025 (“Effective Date”).

The details with respect to the said Scheme and
Order may be accessed at https://neogenchem.
com/wp-content/uploads/SEORDER.pdf and https://
neogenchem.com/wp-content/uploads/f966a4ed-5e98-
435a-adbf-52bafe0175f9.pdf.

In the opinion of the Board, the amalgamation of
Transferor Company with the Transferee Company
engaged in same line of business has resulted into
synergies, Improved cash flows and more efficient
utilization of capital, human resources and infrastructure
to create a stronger base for future growth, enhance future
business potential, and achieve greater efficiencies,
productivity gains and advantages by pooling of
resources of the group companies, simplification of the
existing corporate structure, reduced administrative
costs and other overheads including administrative,
managerial costs, while reducing multiple legal and
regulatory compliances thereby significantly contributing
to future growth and maximizing shareholder’s value and
will provide an opportunity to leverage combined assets,
capabilities, experience, expertise, infrastructure of
both companies enabling optimum utilization of existing
resources and economies of scale.

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

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 at https://neogenchem.com/
wp-content/uploads/Intimation-8-5-2024.pdf

The Board of Directors of the Company had in its
meeting held on March 25, 2025 approved investment
in Neogen Chemicals Japan 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
at    https://neogenchem.com/wp-content/uploads/

BMoutcomee.pdf, https://neogenchem.com/wp-content/
uploads/update ncljapan.pdf and 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:

NEOGEN MORITA NEW MATERIALS LIMITED:

The Board of Neogen Ionics Limited (NIL)- the Wholly
owned subsidiary of the Company, had at its meeting
held on May 17, 2025 approved the incorporation of
NIL’s Wholly Owned Subsidiary (“WOS”) with the name
Neogen Morita New Materials Limited (“NML”), which
was incorporated on July 30, 2025, with the main object
to address growth opportunities in Lithium- Ion Battery

material space, especially related to electrolyte Salts
needed for internal consumption for electrolytes as well
as to meet global market demand. Further Neogen Ionics
Limited is in advance discussion with Morita Chemicals
Industries Co. Limited of Japan for formation of a Joint
Venture Company (“JVC”) in India and to facilitate the
same NIL has formed this wholly owned subsidiary-
NML.

Accordingly, the said NML - the WOS of NIL is a step-
down subsidiary of the Company. Further details can
be accessed at https://neogenchem.com/wp-content/
uploads/Reg 30 Incorporation of NMNML clean.pdf.

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.

Consolidated Financial Statements of the Company
have been prepared in accordance with relevant
Accounting Standards issued by the Institute of
Chartered Accountants of India and section 129 (3) of
the Act forming part of this report. 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 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 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 Company https://
neogenchem.com/annual-reports-2/.

11. AUDITORS:

Statutory Auditors

In 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. 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:

I n line with the recent amendment to 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,
the Board of Directors at its meeting held on May 17,
2025 has considered and approved, the appointment
of 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 years commencing from the F.Y.
2025-26 till the F.Y. 2029-30, subject to approval of the
shareholders of the Company at the 36^th AGM of the
Company, 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 being appointed as the Secretarial
Auditors of the Company and satisfy the prescribed
eligibility criteria and that the appointment will be in
accordance with the applicable provisions of the Act
and rules framed thereunder. For further details on the
proposed appointment of M/s. DVD & Associates as the
Secretarial Auditors of the Company, please refer to the
Notice of the 36^th AGM.

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. 2024-25.
The Secretarial Audit Report and Secretarial Compliance
Report for the F.Y. 2024-25, 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 framed
thereunder, and accordingly, the Company has made
and maintained such cost accounts and records.

I n 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. 2025-26, to
conduct audit of the Cost records of the Company at a
remuneration of ' 4,50,000 (plus GST and out of pocket
expense) subject to ratification of remuneration by the
shareholders at the ensuing 36^th AGM by passing a
resolution as set out in Item No. 7 of the Notice of 36^th
AGM.

M/s. Kishore Bhatia & Associates, being eligible, have
consented to act as the Cost Auditors of the Company
for the F.Y. 2025-26 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. 2024-25 as per the provisions
of the Act. The Cost Auditors’ Report for the financial
year ended March 31, 2025, 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 is
presented in a separate section forming part of this
Annual Report.

13.    BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report
as stipulated under Regulation 34(2)(f) of Listing
Regulations is presented in a separate section forming
part of the Annual Report.

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 at https://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. The said policy
can be accessed on the company’s website at https://
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 at https://
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.

As on March 31, 2025, 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.

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 at https://neogenchem.
com/financial-performance/#all tab|1.

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

• The Nomination and Remuneration Committee
(NRC) of your Company has in its meeting held
on April 1,2025, has approved the grant of 36,400
Stock Options 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
“Neogen Chemicals Limited Employees Stock
Option Scheme 2024” (“Tranche - I Grant”)
through trust route. The Tranche -I Grant is effective

from April 1, 2025. 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.

The Exercise Price for the above-mentioned
Tranche - I Grant of Options shall be ' 1,389/-
per Option (being granted at a discount of 10% of
the Market Price (rounded off) i.e. closing price of
previous trading day from grant day) as approved
by the NRC of the Company.

Further details pertaining to the vesting and
exercise of the said Tranche- I Grant of Options is
available at https://neogenchem.com/wp-content/
uploads/NRCOutcome.pdf.

• The Fire incident took place at our Multi-Purpose
Plant (MPP3)- Facility, the warehouse and tank
farms located at Dahej SEZ on March 5, 2025 at
around 12.30 a.m. IST., and the Company had
received stay order from Department of Industrial
Safety and Health and a direction from Gujarat
Pollution Control Board and the Company has
disseminated the said updates on the Fire incident
at stock exchanges which can be accessed at the
website of BSE Limited at www.bseindia.com and
National Stock Exchange of India Limited at www.
nseindia.com and the website of the Company
at https://neogenchem.com/wp-content/uploads/
Dahej Fire LH.pdf, https://neogenchem.com/
wp-content/uploads/90306e32-755c-4076-8192-
a8224986a15e.pdf and https://neogenchem.com/
wp-content/uploads/Dahej Fire 23042025.pdf.

Further the Company had received an amount
of ' 50 Crore on June 27 2025 and an additional
amount of ' 30 Crore on July 16, 2025, towards
an on-account payment for loss of property, plant
and equipment from the Insurance Company,
based on recommendation given by the surveyors
in their interim report. The further settlement
shall be determined in various stages following
the completion of the assessment for loss of
property, plant and equipment including other
assets at Dahej SEZ Plant, loss of profit due to
business interruption and reinstatement value
of assets. The disclosure pertaining to the same
was disseminated at exchanges which can be
accessed at https://www.bseindia.com/stock-
share-price/neogen-chemicals-ltd/neogen/542665/

corp-announcements/ and https://www.nseindia.
com/get-quotes/equity?symbol=NEOGEN and
is also available at the website of the Company
at https://neogenchem.com/wp-content/uploads/
SEintimation.pdf and https://neogenchem.com/wp-
content/uploads/Dahej Fire-UPDATE 16072025.
pdf.

•    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 at https://neogenchem.com/wp-content/
uploads/BMoutcomee.pdf, https://neogenchem.
com/wp-content/uploads/update ncljapan.pdf and
https://neogenchem.com/wp-content/uploads/
Update on Japan Investment01072025.pdf.

•    The Board of Neogen Ionics Limited (NIL)- the
Wholly owned subsidiary of the Company, had at
its meeting held on May 17 2025 approved the
incorporation of NIL’s Wholly Owned Subsidiary
(“WOS”) with the name Neogen Morita New
Materials Limited (“NML”), which was incorporated
on July 30, 2025, with the main object to address
growth opportunities in Lithium- Ion Battery material
space, especially related to electrolyte Salts needed
for internal consumption for electrolytes as well as
to meet global market demand. Further Neogen
Ionics Limited is in advance discussion with Morita
Chemicals Industries Co. Limited of Japan for
formation of a Joint Venture Company (“JVC”) in
India and to facilitate the same NIL has formed this
wholly owned subsidiary- NML. Accordingly, the said
NML - the WOS of NIL is a step-down subsidiary
of the Company. Further details can be accessed
at https://neogenchem.com/wp-content/uploads/
Reg 30 Incorporation of NMNML clean.pdf.

•    The Board had in its meeting held on July 12,
2025 approved raising of funds upto ' 200 Crore
(Rupees Two hundred Crore only) by issuance of
fully paid, secured, listed, rated, redeemable, rupee
denominated, non-cumulative, non-convertible
debentures (“NCDs”), in one or more tranches,
on private placement basis within the borrowing
limits of the Company, pursuant to the applicable
provisions of the Companies Act, 2013 and
SEBI Regulations. For more details visit https://
neogenchem.com/wp-content/uploads/outcome-
bm-july-2025.pdf.

•    The Board granted an in-principle approval for
Granting of additional Corporate Guarantee in
connection with the facilities availed by Wholly
Owned Subsidiary - Neogen Ionics Limited (“WOS-
NIL”) up to ' 125 Crore.

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 under review, the Company has made
an additional investment in 49,00,000 Equity shares
of ' 10 each Neogen Ionics Limited (“NIL”)- its Wholly
owned subsidiary and as on March 31, 2025, the
company holds 99,00,000 Equity shares of a face value
of ' 10 each (100% stake) in NIL. The Company has also
subscribed to the 18,25,00,000 - 0.01% Compulsorily
Convertible Debentures (CCDs) of ' 10 each as issued,
offered and allotted by NIL. Further the Company has
pledged 30% of the equity shares held in NIL in favour
of lending bank against the borrowings of NIL.

Further 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 Corporation
Limited- the wholly owned subsidiary of the Company
(NCL Japan). The details with respect to the same can
be accessed at https://neogenchem.com/wp-content/
uploads/Intimation-8-5-2024.pdf

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 at https://
neogenchem.com/wp-content/uploads/BMoutcomee.
pdf and 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 ' 92.95 Crore to
NIL and of ' 1 Crore to Buli Chemicals India Private
Limited (BULI Chem), and the same was fully repaid
by BULI Chem before the effective date of Scheme of
Amalgamation i.e. January 31,2025.

Further the Board of Directors of the Company had
granted an in-principle approval for issuance of
Corporate Guarantee in connection with the facilities
as may be availed by NIL upto ' 1,250 Crore and upto
' 50 Crore in connection with the facilities as may be
availed by BULI Chem, the details of which is available
at    https://neogenchem.com/wp-content/uploads/

Outcome09022024.pdf and https://neogenchem.com/
wp-content/uploads/BMOutcomeOCR.pdf respectively.
Against the limits approved by the Board, the Company
has granted a corporate guarantee of ' 999 Crore
in connection with the facilities to NIL. Further no
Guarantee was granted in connection with the facilities
to BULI Chem during the year under review.

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 31,2025. 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 provisions 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 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 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 was obtained for related party
transactions which are of repetitive nature and entered
in the ordinary course of business and on an arm’s
length basis. A statement giving details of all related
party transactions entered pursuant to omnibus approval
so granted is placed before the Audit Committee on a
quarterly basis for its review. The said policy is available
on the Company’s website https://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 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 during
the year under review as mentioned in note 41 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 Annexure 4, which forms part of this Annual
Report.

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 at
https://neogenchem.com/wp-content/uploads/NCL-
POSH-Policy.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 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, 2024: Nil
Received during the year: Nil
Resolved during the year: Nil
Pending as on March 31,2025: 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.    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 CSR policy is available on
Company’s website at https://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 ' 1.28 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.

31.    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.

32.    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, 2025 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.

33.    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 at https://neogenchem.com/unclaimed-
unpaid-dividend/.

34. CREDIT RATING

CRISIL Ratings Limited carried out a review of credit facilities availed by the Company in the month of July 2024, November
2024 and March 2025. The details of the Credit Rating are as given hereunder:

*In july, 2025 the rating revised to CRISIL A/Negative (Removed from ‘Rating Watch with Developing Implications’; Rating Re-affirmed)
for long term facilities and CRISIL A1 (Removed from Rating Watch with Developing Implications’; Rating Re-affirmed) for Short- term
facilities.

5. 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. 2024-25 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.

36. 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.

37.    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 31,2026.

38.    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 is available on the
Company’s website at https://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. Unnati Kanani, Company
Secretary of the Company has been designated as the
Compliance Officer to administer the Code of Conduct
and other requirements under SEBI (Prohibition of
Insider Trading) Regulations, 2015.

39. 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

Haridas Kanani

Place: Thane    Chairman and Managing Director

Date: August 2, 2025    DIN: 00185487