Neogen Chemicals Ltd Directors Report

The Members,

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 Boards 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 Boards Report.

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

Particulars	Standalone	Consolidated
	31 March 2026	31 March 2025	31 March 2026	31 March 2025
	Audited	Audited	Audited	Audited
I Income
(a) Revenue from operations	855.49	773.65	861.96	77756
(b) Other income	15.82	9.76	6.14	4.01
Total Income (net)	871.31	783.41	868.10	781.57
II Expenses
(a) Cost of materials consumed	641.37	498.84	638.09	506.08
(b) Purchase of Traded goods	1.59	-
(c) Changes in inventories of finished goods, work-in progress, stock-in-trade	(168.97)	(76.32)	(171.64)	(83.02)
(d) Employee benefits expense	74.40	58.29	90.08	64.84
(e) Finance costs	80.42	51.38	75.11	48.50
(f) Depreciation and Amortization Expense	23.53	25.59	2752	2779
(g) Other Expenses	155.84	145.71	168.14	153.34
Total Expenses	808.18	703.49	82730	717.53
III Share of profit of associates/Joint ventures	-	-	0.28	0.20
IV Profit/(loss) before exceptionals item and taxes (I - II + III)	63.13	79.92	41.08	64.24
V Exceptional items #	-	13.56	-	14.08
VI Profit/(loss) before tax (IV-V)	63.13	66.36	41.08	50.16
VII Income Tax
1. Prior year tax adjustment	(0.12)	0.62	(0.12)	0.62
2. Current Tax	1786	19.77	1786	19.92
3. Deferred Tax	(1.57)	(2.44)	(5.41)	(5.21)
VIII Profit for the period (VI-VII)	46.96	48.41	28.75	34.83
IX Other comprehensive income
A) Items that will not be reclassified to profit or loss
(i) Gain/(Loss) on remeasurement of defined benefit plans	0.74	(0.49)	1.00	(0.56)
(ii) Income tax (expense)/ income related to items that will not be reclassified to profit or loss	(0.19)	0.12	(0.23)	0.12
(B) Items that will be reclassified to profit or loss
- Exchange differences in translating the financial statements of a foreign operation			(0.00)
Total Other comprehensive (expense)/ income, net of tax	0.55	(0.37)	0.77	(0.44)
X Total Comprehensive income for the period (VIII+IX)	47.51	48.04	29.52	34.39

# 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 at www.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 COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS 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 Companys 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 Indias 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 Neogens manufacturing capabilities with Moritas proven Japanese technology and over three decades of expertise in Lithium Salt production.

• The project is expected to establish Indias 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 promoters confidence in Neogens 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 Companys 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 Indias 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

• Moritas 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 inhouse 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 Indias 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 at https:// neogenchem.com/wp-content/uploads/P-Dividend- Distribution-Policv.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 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).

6. SHARE CAPITAL

Authorised Share Capital:

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

Particulars	Authorized Capital as on March 31,2026	Authorized Capital as on March 31,2025
	No. of Shares	Capital in	No. of Shares	Capital in
Equity Shares of 10/- each	9,00,26,000	90,02,60,000	9,00,26,000#	90,02,60,000#
Preference shares of 100/- each	10,00,000	10,00,00,000	10,00,000	10,00,00,000
Total		1,00,02,60,000		1,00,02,60,000#

# 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 Honble National Company Law Tribunal, Mumbai Bench ("Honble 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.

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

Particulars	Opening Balance as on April 1,2026	Closing Balance as on March 31,2025
Equity shares:
- Number of shares	2,63,81,674*	2,63,81,674
- Amount	26,38,16,740	26,38,16,740

*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 161 crore on preferential basis for cash consideration, to M/s. Cadamba Solutions Private Limited - promoter group member, in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), as amended, the Companies Act, 2013 and other applicable laws, each amended, subject to the approval of the Members of the Company and statutory and regulatory approvals and other necessary approvals, as applicable including SEBI approval on an application filed by the proposed allottee belonging to promoter group pursuant to regulation 300 of SEBI ICDR regulations seeking exemption from strict application of regulation 159 read with explanation thereof of the SEBI ICDR regulations as there were inter se transfers done by other promoter/promoter group members of the Company on 31^st December, 2025 pursuant to SEBI Exemption Order bearing reference number WTM/ KCV/ CFD/ 17/2025-26 dated 30f^h December, 2025 under regulation 11(5) of SEBI SAST regulations and in compliance with applicable laws and regulations. Subsequently, the shareholders of the Company at its Extra Ordinary General meeting held on March 29, 2026, have 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. After the receipt of necessary approvals from BSE, NSE and SEBI, = 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..

Further details in this respect may be accessed at https://neogenchem.com/announcements/ > under Issue of Securities Tab.

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 at https://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 Companys 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 Companys growth and profitability. The detailed Scheme is available at the Companys 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 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 at https:// 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 at https://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 Companys website at https:// 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.

Information as required under Regulation 14 read with Part F of Schedule I of the SEBI SBEB Regulations 2021 has been uploaded on the Companys website and can be accessed at https://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 at https:// 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 at https://neogenchem.com/wp- content/uploads/Reg 51 Change in Coupon rate.pdf.

7. BOARD OF DIRECTORS:

The Directors of the Company as on March 31,2026, are:

Particular	Designation
1. Anurag Surana	Chairman and Non - Executive and Non - Independent Director
2. Dr. Harin Kanani	Managing Director
3. Shyamsunder Upadhyay	Whole Time Director
4. TCN Sai Krishnan	Executive Director
5. Prof. Ranjan Kumar Malik	Independent Director
6. Avi Sabavala	Independent Woman Director
7. Manojkumar Pati	Independent Director
8. Rajeshkumar Babulal Shah	Independent Director

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 Companys 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 Companys 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 Kananis association with the Company has been integral to its success, and his designation as Chairman Emeritus would be symbolic of the Companys 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 NONINDEPENDENT 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 NonIndependent 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 NONEXECUTIVE 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/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 nondisqualification 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 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 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 Companys website at https://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 employees 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 at https://neogenchem.com/corporate- governance/ and https://neogenchem.com/wp-content/ uploads/Risk-Mgt-Policy-updated-RMC-committee. pdf respectively.

Independent Directors meeting:

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

10. 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 at https://neogenchem. com/wp-content/uploads/Reg 30 Incorporation of NMNML clean.pdf, https://neogenchem.com/ wp-content/uploads/OutcomeJV.pdf and 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 at https:// 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 at https://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 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:

Shares held by the Company in Neogen Chemicals Japan

Particulars	Numbers	JPY	% Holding
Shares held as on 31-03-2025	100	1,000	100%
Additional shares acquired during the year	20,00,000	2,00,00,000	100%
Shares held as on 31-03-2026	20,00,100	2,00,01,000	100%

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 Companys 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 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 (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 202526 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 arms 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 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 Neogens appetite for risk will be key considerations in Neogens 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 Companys 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 companys 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 Companys 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. 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 nonexecutive 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 at https://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 COMPANYS 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 Companys 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 companys 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. 202526.

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:

Shares held by the Company in Neogen Chemicals Japan

Particulars	Numbers	JPY	% Holding
Shares held as on 31-03-2025	100	1,000	100%
Additional shares acquired during the year	20,00,000	2,00,00,000	100%
TOTAL SHAREHOLDING as on 31-03-2026	20,00,100	2,00,01,000	100%

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 inprinciple 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 at https://neogenchem.com/wp-content/ uploads/BMOutcomeOCR.pdf and 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.

In 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 arms 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 Companys 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 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 arms 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 at https://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 Boards 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)

In 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 Companys 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 1.37 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 Boards 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 at https://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 Companys 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 at https://neogenchem.com/ unclaimed-unpaid-dividend/.

37 CREDIT RATING

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

Particulars	June 2025	July 2025
1 Date of Letter	June 16,2025	July 18, 2025
2 Total Bank Loan Facilities Rated (in INR)	680 Crore	680 Crore
3 Rating for Long Term Facilities	CRISIL A/Watch Developing (Continues on ‘Rating Watch with Developing Implications)	CRISIL A/Negative (Removed from ‘Rating Watch with Developing Implications; Rating Re-affirmed)
4 Rating for Short Term Facilities	CRISIL A1/Watch Developing (Continues on ‘Rating Watch with Developing Implications)	CRISIL A1 (Removed from ‘Rating Watch with Developing Implications; Rating Re-affirmed)
5 Non-Convertible Debentures of up to 200 Crore	N.A.	CRISIL A/Negative
6 Website Link	https://neogenchem.com/wp-content/ uploads/CreditRating16062025.pdf	https://neogenchem.com/wp-content/ uploads/CreditRating18072025.pdf

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

In 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

In 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 Companys 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. 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 cooperation 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 Companys 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