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Neogen Chemicals Limited Proxy Solicitation & Information Statement 2025

Jun 12, 2025

60363_rns_2025-06-12_c23ab22a-a15f-4031-aec1-9d7218c4f25f.pdf

Proxy Solicitation & Information Statement

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June 12, 2025
BSE Limited National Stock Exchange of India Limited
Department of Corporate Services, Listing Department,
Floor 25, Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G
Dalal Street, Mumbai 400 001 BKC, Bandra (E), Mumbai – 400051
Scrip Code No: 542665 Company Symbol: NEOGEN

Sub: Postal Ballot Notice Ref: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir/Madam,

Further to the outcome of meeting of the Board of Directors of Neogen Chemicals Limited (“ the Company ”) dated June 3, 2025, please find enclosed herewith copy of the postal ballot notice along with explanatory statement dated June 3, 2025 (“ Notice ”) to seek approval of the shareholders of the Company for the following special resolution by means of Postal Ballot through remote e-voting (“ evoting ") process only:

voting") process only:
Sr. No. Particulars
1. Continuation of directorship of Prof. Ranjan Kumar Malik (DIN: 08221989) as an
Independent Director of the Company post attainingthe age of 75years.

Notice is being sent only by electronic mode, only to those Members whose names appear on the Register of Members/list of Beneficial Owners as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (in demat form) as on Monday, June 9, 2025 (“ Cut-off date ”) and whose e-mail addresses are registered with the Company/Depositories seeking their approval on the proposed resolution as set out in the Notice. Only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the Cut-off date shall be eligible to cast their votes through postal ballot by e-voting facility.

The Company has engaged the services of MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) the Registrar and Transfer Agent ( “MIIPL/RTA ”) for the purpose of providing e-voting facility to all its members. The remote e-voting will commence on Friday, June 13, 2025 from 09:00 a.m. IST onwards and shall end on Saturday, July 12, 2025, at 05:00 p.m. IST. During this period shareholders of the Company may cast their vote electronically. The e-voting module shall be disabled for voting after 05:00 p.m. IST on Saturday, July 12, 2025.

CS Devendra Deshpande (FCS 6099), Proprietor of M/s. DVD & Associates, Company Secretaries, Pune, is appointed to act as Scrutinizer for the purpose of conducting postal ballot and e-voting process in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny and the results of the voting of postal ballot through e-voting will be announced within 2 working days from the conclusion of e-voting period i.e. on or before Tuesday, July 15, 2025, and will be made available on the website of the Company at https://neogenchem.com/announcements/, at relevant sections of the websites of the BSE Limited ('BSE') and the National Stock Exchange of the India Limited ('NSE') (www.bseindia.com and www.nseindia.com) where the equity shares of the Company are listed and website of MIIPL : https://instavote.linkintime.co.in.

E: [email protected] W : www.neogenchem.com

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Registered Office: 1002, Dev Corpora, Cadbury Junction, Eastern Express Highway, Thane (W) 400 601, India. CIN No . L24200MH1989PLC050919

T: +91 22 2549 7300 F: +91 22 2549 7399

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The above information will be made available on the website of the Company at https://neogenchem.com/announcements/ .

This is for your information and records.

Thanking you, For Neogen Chemicals Limited

UNNATI Digitally signed by UNNATI RAJESH RAJESH KANANI Date: 2025.06.12 KANANI 12:27:07 +05'30'


Unnati Kanani Company Secretary & Compliance Officer Membership No: ACS 35131 Encl.: As above

E: [email protected] W : www.neogenchem.com

T: +91 22 2549 7300 F: +91 22 2549 7399

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Registered Office: 1002, Dev Corpora, Cadbury Junction, Eastern Express Highway, Thane (W) 400 601, India. CIN No . L24200MH1989PLC050919

Neogen Chemicals Limited

Postal Ballot Notice

NEOGEN CHEMICALS LIMITED

Corporate Identity Number (CIN): L24200MH1989PLC050919

POSTAL BALLOT NOTICE

Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

NEOGEN CHEMICALS LIMITED (“the Company”)

NOTICE is hereby given that pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 (“ the Act ”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ the Rules ”) as amended, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 and the latest one being General Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), including the latest Circular No. SEBl/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by Securities and Exchange Board of India (“ SEBI ”) (“ SEBI Circular ”), Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ Listing Regulations ”) and other applicable provisions of the Act, rules, circulars and notifications (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), approval of the members of the Company (as on cut-off date) is sought for the following special resolution by means of Postal Ballot through e-voting only, on the resolution as set out in this notice:

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Sr. Description of resolution Type of
No Resolution
1. Continuation of directorship of Prof. Special
Ranjan Kumar Malik Resolution
(DIN: 08221989) as an Independent
Director of the Company post attaining
the age of 75 years.
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An Explanatory Statement pursuant to Section 102 of the Act pertaining to the above proposed resolution(s) setting out the material facts and the reasons / rationale thereof form part of this Postal Ballot Notice (“ Notice ”/ “ Postal Ballot Notice ”), enclosed herewith for your consideration.

In compliance with MCA Circulars and SEBI Circular, Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and other applicable provisions, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, this Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Monday, June 9, 2025 (“ Cut-off date ”) and whose email address is registered with the Company / Depository Participant (“ DP ”).

The Board of Directors has appointed CS Devendra Deshpande (FCS 6099), Proprietor of M/s. DVD & Associates, Practicing Company Secretaries, Pune as Scrutinizer (“ Scrutinizer ”) for conducting the Postal Ballot process through e-voting in a fair and transparent manner.

The Company has engaged the services of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“ MIIPL/ RTA ”) to provide remote e-voting facility to its members. The remote e-voting period commences from Friday, June 13, 2025 (9:00 a.m. IST) and shall end on Saturday, July 12, 2025 (5:00 p.m. IST). The remote e-voting shall be completed by no later than 5:00 p.m. on Saturday, July 12, 2025, to be eligible for the vote being considered, failing which, it will be strictly considered that no reply has been received from the member. The remote e-voting would be disabled by MIIPL immediately after 5:00 p.m. IST on Saturday, July 12, 2025, and will be disallowed thereafter.

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The detailed procedure with respect to e-voting is mentioned in note no. 12 ‘ Remote e-voting Instructions for Shareholders ’ of the Notes to this Notice. Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The Scrutinizer will submit his report to the Chairman of the Company (“ the Chairman ”) or any other person authorized by the Chairman, and the result will be announced within 2 working days from the conclusion of the e-voting period i.e. on or before Tuesday, July 15, 2025. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date of e-voting, i.e. Saturday, July 12, 2025 till 5:00 p.m. IST, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

The proposed Resolution(s) along with the Explanatory Statement(s) setting out the material facts are as follows:

SPECIAL BUSINESS:

1. To consider and approve the 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.

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution :

RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 161 read with schedule IV, relevant rules under the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 (“ Act ”), Regulation 17(1A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) (including any statutory modifications or re-enactment thereof for the time being in force) and pursuant to approval granted by the shareholders of the Company by way of passing

a Special Resolution at the 34th Annual General Meeting of the Company held on September 5, 2023 for re-appointment of Prof. Ranjan Kumar Malik (DIN: 08221989) for a further second term of 5 consecutive years commencing from October 6, 2023 to October 5, 2028, not liable to retire by rotation, prior to him attaining the age of 75 years and based on recommendation received from the Nomination Remuneration Committee and the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded for continuation of Prof. Ranjan Kumar Malik (DIN: 08221989), as a Non-Executive Independent Director of the Company post attaining the age of 75 years till the end of his second term of 5 consecutive years i.e. upto October 5, 2028, not liable to retire by rotation and on the same terms and conditions as already approved by the Members in its 34th Annual General Meeting held on September 5, 2023.

RESOLVED FURTHER THAT pursuant to the provisions of Section 149 and 197 of the Companies Act, 2013 read with Schedule IV of thereof (including any statutory modification(s) or re-enactment thereof, for the time being in force), Prof. Ranjan Kumar Malik (DIN: 08221989), Independent Director of the Company be paid such sitting fees, for attending the meeting(s) of the Board or any Committee thereof, as may be approved by Board and mentioned in the Letter of Appointment and he may also be paid a commission of such amount not exceeding in aggregate one (1%) percent of the net profits of the Company computed in the manner referred to in Section 198 of the Companies Act, 2013, within the limits prescribed under the Act and Rules thereunder and as may be approved by the Board of Directors of the Company, and reimbursement of any expenses for participation in the Board and other Committee meetings;

RESOLVED FURTHER THAT the Board/Committee(s) of the Board of the Company, any of the Directors, Chief Financial Officer or the Company Secretary, of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things (including the power to sub-delegate) as they may in their absolute discretion consider necessary, desirable or expedient including without limitation, making application, filing of requisite forms/ documents with the Registrar of

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Neogen Chemicals Limited

Postal Ballot Notice

Companies and/ or such other authorities as may be necessary for the said purpose; issuing clarification and make submissions to various authorities; to sign, seal, execute and submit the necessary documents, letters, deeds and agreement to the concerned authorities; to resolve and settle any questions/difficulties that may arise with respect to the said continuation of directorship of Prof. Ranjan Kumar Malik (DIN: 08221989) as an Independent Director post attaining the age of 75 years till the end of his second term of 5 consecutive years i.e. upto October 5, 2028, and to authorize such person as may be deemed necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit in the best interest of the Company, without being required to seek any further consent or approval of the shareholders of the Company and that the decision of the Board shall be final and conclusive.”

By order of the Board of Directors For Neogen Chemicals Limited

Unnati Kanani Company Secretary & Place: Thane Compliance Officer Date: June 3, 2025 Membership No.: ACS 35131

Registered Office Address: Office No. 1002, 10th Floor Dev Corpora Building, Opp. Cadbury Co, Pokhran Road No. 2, Khopat, Thane (W) - 400601 Tel: +91 22 2549 7300 Fax: +91 22 25497399 Email: [email protected] Website: www.neogenchem.com CIN No.: L24200MH1989PLC050919

Notes:

  1. In terms of Section 102 read with Section 110 of the Act along with details in terms of Regulation 36(3) of the Listing Regulations, and Secretarial Standard on General Meetings, an explanatory statement setting out the material facts, justification thereof and other details concerning special business under item no. 1 to be transacted through postal ballot is annexed and forms part of this Notice.

  2. The relevant details, pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking appointment through Postal ballot are also annexed to this Notice.

  3. All communications including this Postal Ballot Notice along with the explanatory statement and instructions for e-voting, is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) and whose email address is registered with the Company / Depository Participant(s), as on Monday, June 9, 2025 (“ the Cutoff Date ”). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars and SEBI Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system. A copy of this Notice will be available on the Company’s website https:// neogenchem.com/announcements/ and the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the website of MIIPL at https://instavote.linkintime.co.in.

  4. The Members whose names appear on the Register of Members / List of Beneficial Owners with the Depositories as on the Cut-off Date will be considered for the purpose of voting. The Voting rights of members

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shall be in proportion to their shares of the paid-up equity share capital of the Company in the names of the Members as on Monday, June 9, 2025, being the Cut-off date for the purpose. Once the vote on the resolution is cast by the member, he / she shall not be allowed to change it subsequently.

Corporate / Institutional Members are entitled to appoint authorized representatives to vote on their behalf on the Resolutions proposed in this Postal Ballot Notice. Institutional/ Corporate Shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned, certified copy (PDF / JPG Format) of their Board or governing body’s Resolution/Authorization, authorizing their representative to vote through remote e-voting, to the Scrutinizer through e-mail at [email protected] with a copy marked to MIIPL at [email protected].

  1. In compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder and Regulation 44 of the Listing Regulations, the Company has provided the facility to the Members to exercise their votes electronically and vote on resolution(s) through the e-voting service facility arranged by MIIPL. The e-voting facility is available at the link https://instavote.linkintime.co.in. The instructions for electronic voting are mentioned in note no. 12 to this Notice.

  2. The e-voting period will commence from Friday, June 13, 2025 (9:00 a.m. IST) and shall end on Saturday, July 12, 2025 (5:00 p.m. IST).

  3. A member cannot exercise his vote by proxy on postal ballot.

  4. The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for e-voting i.e. Saturday, July 12, 2025. Further, resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a general meeting of the members.

  5. The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny and the results of the voting of postal ballot through e-voting will be announced within 2 working days from the conclusion of e-voting period i.e. on or before Tuesday, July 15, 2025, at the Registered Office of the Company and shall also be displayed on the Company’s website i.e. https://

neogenchem.com/announcements/ and communicated to BSE Limited, National Stock Exchange of India Limited and MIIPL on that date.

  1. The Register of Directors & Key Managerial Personnel and their Shareholdings maintained under Section 170 and Register of Contracts or Arrangements in which directors are interested under Section 189 of the Act and all the documents referred to in Notice and the explanatory statement pursuant to Section 102 of the Act, shall be available for inspection by the members only through electronic mode during normal business hours on all working days from the date of circulation of this Notice till the last date for receipt of votes by e-voting i.e. Saturday, July 12, 2025. Members seeking clarifications on the proposals as contained in this Notice or to inspect any of the documents as referred in the Notice can send their requests via an email to the Company at [email protected] from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period.

  2. Members holding shares of the Company are requested to update and notify immediately any change in their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc. to the Company at [email protected] / RTA at rnt. [email protected] and in prescribed ISR forms available at https://web.in.mpms.mufg.com/KYCdownloads.html and other forms pursuant to SEBI Circular No. SEBI/HO/ MIRSD/ MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021, in case if the shares are held in physical forms and to their respective Depository Participant(s) in case the shares are held in Demat form.

  3. REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:

Remote e-Voting Instructions for shareholders:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

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Neogen Chemicals Limited

Postal Ballot Notice

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL

  • METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  • b) Enter User ID and Password. Click on “Login”

  • c) After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • d) Click on “ MUFG InTime / Link Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp

  • b) Proceed with updating the required fields.

  • c) Post successful registration, user will be provided with Login ID and password.

  • d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “ MUFG InTime / Link Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

  • METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

  • a) Visit URL: https://www.evoting.nsdl.com

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  • d) Post successful authentication, you will be redirected to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “ MUFG InTime / Link Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/ Home/Login or www.cdslindia.com.

  • b) Click on New System Myeasi Tab

  • c) Login with existing my easi username and password

  • d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e.,“ MUFG InTime / Link Intime”, for voting during the remote e-voting period.

  • e) Click on “ MUFG InTime / Link Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

  • a) To register, visit URL: https://web.cdslindia.com/ myeasitoken/Registration/EasiRegistration /

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https://web.cdslindia.com/myeasitoken/ Registration/EasiestRegistration

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided username and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “ MUFG InTime / Link Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

  • a) Visit URL: https://www.cdslindia.com

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “ MUFG InTime / Link Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, user shall navigate through “e-voting” option.

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) After successful authentication, click on “ MUFG InTime / Link Intime” or “evoting link displayed alongside Company’s Name” and you will be

redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / NonIndividual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

  • a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

  • b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

Shareholders holding shares in NSDL form* , shall provide ‘D’ above

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Neogen Chemicals Limited

Postal Ballot Notice

Shareholders holding shares in physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

  • Set the password of your choice

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  • Enter Image Verification (CAPTCHA) Code

  • Click “Submit” (You have now registered on InstaVote).

  • b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorized Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organization ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

Shareholders who have registered for INSTAVOTE facility:

  • c) Click on “Login” under ‘SHARE HOLDER’ tab.

  • A. User ID: Enter your User ID

  • B. Password: Enter your Password

  • C. Enter Image Verification (CAPTCHA) Code

     - a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
    
     - b) Click on **“Investor Mapping”** tab under the Menu Section
    
     - c) Map the Investor with the following details:
    
        - A. ‘Investor ID’ –
    
  • D. Click “Submit”

  • d) Cast your vote electronically:

  • A. After successful login, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon.

  • C. E-voting page will appear.

  • D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

    • A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

  • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

  • B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

  • C. ‘Investor PAN’ - Enter your 10-digit PAN.

  • D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID. Further, Custodians and Mutual Funds shall also upload specimen signatures.

  • E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

a) Visit URL: https://instavote.linkintime.co.in

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STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Votes Entry” tab under the Menu section.

  • c) Enter the “Event No.” for which you want to cast vote.

Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • d) Enter “16-digit Demat Account No.” for which you want to cast vote.

  • e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) After successful login, you will be able to see the “Notification for e-voting”.

  • c) Select “View” icon for “Company’s Name / Event number”.

  • d) E-voting page will appear.

  • e) Download sample vote file from “Download Sample Vote File” tab.

  • f) Cast your vote by selecting your desired option ‘Favour / Against’ in the sample vote file and upload the same under “Upload Vote File” option.

  • g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / NonIndividual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / NonIndividual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected]. com or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode :

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

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Login type Helpdesk details
Individual Shareholders Members facing any technical
holding securities in issue in login can contact NSDL
demat mode with NSDL helpdesk by sending a request
at [email protected] or call at
: 022 - 4886 7000
Individual Shareholders Members facing any technical
holding securities in issue in login can contact CDSL
demat mode with CDSL helpdesk by sending a request
at helpdesk.evoting@cdslindia.
com or contact at toll free no.
1800 22 55 33
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Forgot Password:

Shareholders holding securities in physical mode / NonIndividual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / NonIndividual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on “Login” under ‘SHARE HOLDER’ tab.

  • Click “forgot password?”

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer,

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Neogen Chemicals Limited

Postal Ballot Notice

PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Click “forgot password?”

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following explanatory statement sets out all material facts relating to the Special Business mentioned in the accompanying notice:

1. 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.

Members of the Company had in its 34th Annual General Meeting held on September 5, 2023 by way of passing a special resolution 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.

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, and relevant rules under the Companies (Appointment and Qualification of Directors) Rules, 2014.

Brief details of Prof. Ranjan Kumar Malik as stipulated under Regulation 36 (3) of Listing Regulations and SS-2 issued by the ICSI forms part of the Notice as Annexure A .

Justification for Continuation of Prof. Ranjan Kumar Malik as a Non-Executive Independent Director post attaining the age of 75 years:

In terms of the Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ Listing Regulations ”) with effect from April 1, 2019, no listed Company shall appoint or continue the appointment of a Non-Executive Director, who has attained the age of 75 years, unless a special resolution is passed to that effect.

Now as he has attained an age of 75 years, considering the immense value he adds to the Board it is desirable to avail his expertise, and so the Nomination & Remuneration Committee (NRC) at its meeting held on June 3, 2025 has provided its recommendation to the Board and based on the recommendation of the NRC, the Board of Directors on June 3, 2025, approved the continuation of his Directorship as a Non-Executive Independent Director of the Company post him attaining the age of 75 years till the end of his second term of 5 consecutive years i.e. upto October 5, 2028, not liable to retire by rotation, subject to approval of the shareholders by way of passing a special resolution through postal ballot and on the same terms and conditions as already approved by the Members in its 34th Annual General Meeting held on September 5, 2023 by passing a special resolution for his re-appointment for a second term of 5 years commencing from October 6, 2023 to October 5,

Prof. Ranjan Kumar Malik (DIN: 08221989) has a bachelor’s degree in science (Chemical Engineering) with a gold medal from the University of Kanpur. He also has a master’s degree in chemical engineering from the Indian Institute of Technology-Kanpur, and a Doctor of Philosophy (Ph.D.) degree from the University of Wisconsin-Madison, USA. He has been a Professor in the Department of Chemical Engineering, IIT Bombay for more than 30 years. He is currently an Adjunct Professor of Chemical Engineering with the IIT Bombay. He is also a life member of the Indian Institute of Chemical Engineers.

Prof. Ranjan Kumar Malik (DIN: 08221989) is not disqualified for continuing as a Non-Executive Independent Director in terms of Section 164 of the Companies Act, 2013 and he has given his consent to continue as Non-Executive Independent Director post attaining the age of 75 years. Hence, the Board of Directors of the Company has approved and recommended to the members, the continuation of Prof. Ranjan Kumar Malik (DIN: 08221989) as Non-Executive Independent Director, post attaining the age of 75 years.

In the opinion of the Board, Prof. Ranjan Kumar Malik fulfills the conditions specified in the Companies Act, 2013, the Rules made thereunder and Regulation 17(1A) and

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Neogen Chemicals Limited

Postal Ballot Notice

other applicable regulations under Listing Regulations to continue his directorship as an Independent Director of the Company post attaining the age of 75 years and he is Independent of the management and possesses appropriate skills, experience and knowledge. The Board considers that his association would be of immense benefit to the Company, and it is desirable to avail the expertise of Prof. Ranjan Kumar Malik as an Independent Director.

Hence, in compliance with the provisions of Regulation 17(1A) of Listing Regulations, the Board recommends the Resolution as set out in Item No. 1 of the Postal Ballot Notice for approval of the members by way of Special Resolution through Postal Ballot.

Prof. Ranjan Kumar Malik (DIN: 08221989), being the appointee, and his relatives are/may be interested/ deemed to be interested in the resolution set out in Item No. 1 of the Notice. None of the other Directors, Managers, Key Managerial Personnel and/ or relatives of such directors, managers, Key Managerial Personnel of the Company are interested directly / indirectly,

financially or otherwise, in the resolution except directors to the extent of their Directorship and members to the extent of their membership in the Company.

By order of the Board of Directors For Neogen Chemicals Limited

Unnati Kanani

Company Secretary & Place: Thane Compliance Officer Date: June 3, 2025 Membership No.: ACS 35131

Registered Office Address: Office No. 1002, 10th Floor Dev Corpora Building, Opp. Cadbury Co, Pokhran Road No. 2, Khopat, Thane (W) - 400601 Tel: +91 22 2549 7300 Fax: +91 22 25497399 Email: [email protected] Website: www.neogenchem.com CIN No.: L24200MH1989PLC050919

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Annexure ‐ A

Particulars of Directors seeking appointment pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard–2 (SS-2) on General Meetings as issued by the ICSI are as follows:

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PARTICULARS DETAILS
Designation Independent Director
DIN 08221989
Date of Birth October 30, 1949
Age completed (in years) 75
Nationality Indian
Original Date of Appointment October 6, 2018
Qualification Bachelor’s degree in Science (Chemical Engineering) with a gold medal from the
University of Kanpur. He also has a Master’s degree in Chemical Engineering
from the Indian Institute of Technology (IIT)-Kanpur, and a Doctor of Philosophy
(Ph.D.) degree from the University of Wisconsin-Madison, USA.
Experience Over 46 years
Expertise in specific Professional areas Prof. Ranjan Kumar Malik is an Independent Director in the Company. He has a
Bachelor’s degree in Science (Chemical Engineering) with a gold medal from the
University of Kanpur. He also has a Master’s degree in Chemical Engineering
from the Indian Institute of Technology-Kanpur, and a Doctor of Philosophy (Ph.D.)
degree from the University of Wisconsin Madison, USA. He has been a Professor
in the Department of Chemical Engineering, Indian Institute of Technology-
Bombay at Mumbai for more than 30 years. He is currently an Adjunct Professor
of Chemical Engineering with the Indian Institute of Technology-Bombay, Mumbai.
He is also a life member of the Indian Institute of Chemical Engineers.
Terms and conditions of Appointment/ Continuation of his Directorship as a Non-Executive Independent Director of the
Reappointment Company post attaining the age of 75 years till the end of his second term of 5
consecutive years i.e. upto October 5, 2028, not liable to retire by rotation, subject
to approval of the shareholders by way of passing special resolution through
postal ballot.
Remuneration proposed to be Paid Sitting Fees for attending the meetings of the Board of Directors and Committees
thereof and Commission if any applicable and as may be decided by the Board in
consultation with Nomination and Remuneration Committee.
No. of Shares held in the Company 0
List of Directorship held in other Neogen Ionics Limited – Non-Executive Independent Director
Companies as on the date of this notice
Resignation as a Director from Listed N.A.
Entities in the past three years:
List of Chairmanship and Membership Neogen Chemicals Limited:
of Various committees in other i. Stakeholder’s Relationship Committee - Chairman
listed companies (Including Neogen ii. Audit Committee – Member
Chemicals Limited) as on Date of this iii. Nomination and Remuneration Committee – Member
notice
Number of Board meetings attended 2 (Two)
during the Financial Year 2025-26.
Relationship with other directors and key No relationship as defined under the Companies Act, 2013 and/or Rules made
managerial personnel of the Company thereunder.
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