Date, Location, and Type of Meeting

This is a Postal Ballot process conducted through remote e-voting only. There is no physical meeting. The voting period commences on Saturday, November 7, 2026, at 9:00 a.m. IST and ends on Sunday, December 6, 2026, at 5:00 p.m. IST. The cut-off date for determining shareholder eligibility is Thursday, November 5, 2026.

Summary of Proposed Resolutions and Implications

Resolution 1: Ordinary Resolution for RPT between Company and NML

  • To approve material related party transactions proposed between Neogen Chemicals Limited and its step-down subsidiary, Neogen Morita New Materials Limited (NML).
  • The specific transaction involves granting corporate guarantees, securities, or indemnities for loans/credit facilities availed by NML.
  • Aggregate value not exceeding ₹500 Crore (Rupees Five Hundred Crore).
  • Validity period: December 8, 2026, to December 7, 2027.

Resolution 2: Ordinary Resolution for RPT between NIL and NML

  • To approve material related party transactions proposed between Neogen Ionics Limited (NIL, a wholly-owned subsidiary) and Neogen Morita New Materials Limited (NML, a step-down subsidiary).
  • The Company is not a direct party to these transactions but requires approval under SEBI Listing Regulations.
  • Transactions include multiple types with individual caps, summing to an aggregate value not exceeding ₹2,024 Crore (Rupees Two Thousand Twenty Four Crore):
  • Granting unsecured loans/advances/ICDs: ₹200 Cr
  • Interest on above: ₹24 Cr
  • Corporate guarantees for NML's facilities: ₹500 Cr
  • Sale of goods: ₹500 Cr
  • Purchase/supply of goods: ₹500 Cr
  • Leasing/renting of assets: ₹50 Cr
  • Availing/rendering services: ₹50 Cr
  • Infrastructure sharing arrangements: ₹100 Cr
  • Purchase/sale/transfer of assets: ₹100 Cr
  • Validity period: December 8, 2026, to December 7, 2027.

Rationale and Implications: The transactions are intended to support NML's project for producing 3,000 MTPA of electrolyte salts at Pakhajan. They facilitate operational integration, efficient resource utilization, and financial support between the group companies. All transactions are stated to be in the ordinary course of business and on an arm's length basis.

Voting Process and Methods

The voting is restricted to remote e-voting only, in compliance with MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024. Physical ballot forms are not being sent.

Service Provider: MUFG Intime India Private Limited (MIIPL, formerly Link Intime India Private Limited) is engaged as the Registrar and Transfer Agent to provide the e-voting facility.

Scrutinizer: CS Devendra Deshpande (FCS 6099), Proprietor of M/s. DVD & Associates, Company Secretaries, Pune, is appointed to conduct the postal ballot process in a fair and transparent manner.

Eligibility: Only members whose names appear on the Register of Members/list of Beneficial Owners as of November 5, 2026 (cut-off date) are eligible to vote.

Key Voting Outcomes and Participation

The results of the voting will be announced within 2 working days from the conclusion of the e-voting period, i.e., by Tuesday, December 8, 2026. The results, along with the scrutinizer's report, will be:

  • Disclosed at the company's registered office
  • Displayed on the company's website (https://neogenchem.com/announcements/)
  • Communicated to BSE Limited and the National Stock Exchange of India Limited
  • The notice and results will also be available on the websites of BSE (www.bseindia.com), NSE (www.nseindia.com), and MIIPL (https://instavote.linkintime.co.in)

The resolution will be deemed passed on the last date of e-voting (December 6, 2026) if approved by the requisite majority. The document specifies that all related parties shall not be allowed to vote affirmatively on the resolutions.

Scrutinizer's Role and Findings

CS Devendra Deshpande is responsible for scrutinizing the e-voting process. He will submit his report to the Chairman of the company after completing the scrutiny. The report will confirm the fairness and transparency of the process. The findings will be made public along with the voting results.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Sections 108, 110, 102, 177, and 188 of the Companies Act, 2013
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 and other applicable provisions of SEBI LODR Regulations, 2015
  • Secretarial Standard on General Meetings (SS-2)
  • Various MCA General Circulars and SEBI Circulars regarding e-voting
  • The company's Policy on Related Party Transactions

Additional Financial and Legal Information

The explanatory statement includes extensive disclosures as required by SEBI's Industry Standards on Minimum Information for RPT approvals (Master Circular dated January 30, 2026). Key details include:

  • NML was incorporated on July 30, 2025, and ceased to be a wholly-owned subsidiary after Morita Investment Limited's investment on October 2, 2026. NIL now holds 90.91% in NML.
  • NML's financials for FY 2025-2026: Turnover ₹0 Cr, Profit After Tax ₹-0.79 Cr, Net Worth ₹-0.69 Cr.
  • The proposed ₹500 Cr guarantee represents 58.01% of the company's annual consolidated turnover for the immediately preceding financial year.
  • Directors with interests: Anurag Surana, Dr. Harin Kanani, Shyamsunder Upadhyay, and T C N Sai Krishnan hold directorships in NML and/or shareholding in the companies, but their interest is stated to be limited to their shareholding/directorship roles.
  • Corporate/Institutional members must send authorized resolutions to the scrutinizer at devendracs@gmail.com with a copy to MIIPL at rnt.helpdesk@in.mpms.mufg.com.
  • The document provides detailed remote e-voting instructions for shareholders holding securities in both demat and physical mode, including helpdesk contacts for NSDL (022-48867000) and CDSL (1800225533).