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Neogen Chemicals Limited Proxy Solicitation & Information Statement 2026

Mar 17, 2026

60363_rns_2026-03-17_1d2b9565-6ff4-4a4f-b452-56ae2ec63ebe.pdf

Proxy Solicitation & Information Statement

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March 17, 2026 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 Bandra Kurla Complex, Bandra (E), Mumbai – 400051 Scrip Code No: 542665 Company Symbol: NEOGEN Debt Segment: 977028

Sub: Corrigendum to the Notice of Extra Ordinary General Meeting.

Dear Sir/Madam,

This is in furtherance to our letter dated March 7, 2026, wherein the Company had submitted the Notice of the Extra Ordinary General Meeting ( Notice of EGM ) to be held on Sunday, March 29, 2026 at 11:30 a.m. (IST) through Video Conference / Other Audio-Visual Means (OAVM).

NSE and BSE vide their communication dated March 11, 2026 have asked the Company to provide certain clarifications and additional information with respect to the proposed preferential issue, by way of a corrigendum to the Notice of EGM.

We are enclosing herewith the Corrigendum to the Notice of EGM, giving notice of necessary changes/ corrections in the Notice of EGM. The Corrigendum to the Notice of EGM shall form an integral part of the Notice of EGM, which has already been circulated to the Shareholders of the Company on March 7, 2026, and on and from the date hereof, the Notice of EGM along with its explanatory statement shall always be read in conjunction with this Corrigendum. All other contents of the Notice of EGM, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

This Corrigendum is being sent through e-mail today to the members whose email id is registered with the Company/Company’s Registrar and Transfer Agent- MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“RTA”) /Depository Participant(s) and it can also be accessed at the website of the Company at https://neogenchem.com/wpcontent/uploads/corrigendum-to-the-Notice-of-EGM.pdf or the website of the stock exchanges at www.bseindia.com and www.nseindia.com .

This is for your information and records.

Yours faithfully,

For Neogen Chemicals Limited

UNNATI Digitally signed by RAJESH UNNATI RAJESH KANANI Date: 2026.03.17 17:22:27 KANANI +05'30'


Unnati Kanani Company Secretary & Compliance Officer Mem. No: A35131

Place: Thane Encl : A/a

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

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CORRIGENDUM TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Corrigendum to the notice of the Extraordinary General Meeting (“ EGM ”) of the Company to be held on Sunday, March 29, 2026 at 11:30 a.m. through Video Conferencing (“ VC ”) / Other Audio-Visual Means (“ OAVM ”).

Neogen Chemicals Limited (“ Company ”) had issued a notice dated March 7, 2026 (“ Notice ”) for convening an EGM, scheduled to be held on Sunday, March 29, 2026 at 11:30 a.m. IST through VC / OAVM in accordance with the relevant circulars issued by the Ministry of Corporate Affairs (“ MCA ”) and Securities and Exchange Board of India (“ SEBI ”). The Notice of the EGM (“ EGM Notice ”) was sent through email to the members whose email id is registered with the Company/Company’s Registrar and Transfer Agent- MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“ RTA ”) /Depository Participant(s) on March 7, 2026, in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India.

Pursuant to the requirements of Regulation 28(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company had filed applications for obtaining the in-principle approval of BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”) for the proposed preferential issue of equity shares as detailed in Item No. 1 of the Notice together with the explanatory statement annexed thereto.

NSE and BSE vide their communication dated March 11, 2026 have asked the Company to provide certain clarifications and additional information with respect to the proposed preferential issue, by way of a corrigendum to the Notice.

Accordingly, in continuation to the Notice together with the explanatory statement annexed thereto this corrigendum (“ Corrigendum ”) is being issued and same shall be deemed to be an integral part of and should be read in conjunction with the Notice.

Capitalized words and expressions used but not defined herein shall have the same meaning as assigned to them in the EGM Notice. Pursuant to the Corrigendum, Members are hereby informed and requested to note the following changes in the explanatory statement to Item No. 1 as set out in the Notice:

1. The object and utilisation of issue proceeds to be read as under in place of the original content on Page No. 21 of the Notice under Paragraph i.

  • i. The objects of the preferential issue:

The Company shall utilize the proceeds from the Preferential Issue of Equity Shares for: -

a) Investment in Neogen Ionics Limited (NIL) -a wholly owned subsidiary of Neogen Chemicals Limited (NCL):

NIL is promoted by and is a wholly owned subsidiary of NCL with 100% Equity stake held by NCL. NIL was incorporated on March 29, 2023, to carry out the battery chemicals business addressing the growth opportunities in energy Storage such as Lithium- Ion battery material space and other future energy storage chemistries. The main objects of NIL is to manufacture Lithium-Ion battery materials with an initial plan of manufacturing electrolytes and Lithium salts needed for electrolytes.

E : [email protected] T : +91 22 2549 7300 W : www.neogenchem.com 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

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In December 2023, NIL had completed acquisition of land admeasuring ~65 acres in Pakhajan, Dahej PCPIR, Gujarat, to establish a world-class state-of-the-art Battery Materials facility at a Greenfield site, which is the largest facility of the group. The company has already undertaken Greenfield expansion of Electrolyte and Specialty Lithium Electrolyte Salts and Additives at Pakhajan, Dahej PCPIR site for battery materials. This includes 30,000 MTA of Electrolyte capacity with MUIS Technology License and additional 3,000 MTA of Specialty Lithium Electrolyte Salts. In addition to above a project is also being undertaken at Dahej SEZ comprising of 2,000 MTA of Electrolyte and 2,500 MTA of Specialty Lithium Electrolyte Salts/ Additives based on Neogen’s indigenous technology developed in-house utilizing its 35 years of experience in manufacturing Lithium Salts.

Neogen anticipates these electrolytes to meet the increasing demand from lithium-ion cell manufacturers in India and address the swiftly expanding international OEM demand for Electrolyte Salts and additives.

The estimated Capex for our Project at Pakhajan and Dahej Site is approx. Rs. 1,500 crore with a peak revenue potential of approx. Rs. 2,500 crore to Rs. 2,950 crore as per our guidance.

The form of infusion of such investment is proposed by way of equity, convertible debentures or a combination thereof in one or more tranches. This investment is to meet own contribution required for the above-mentioned project at Pakhajan, Dahej PCPIR site and Dahej SEZ site at Bharuch, Gujarat under project financing arrangement.

b) Meeting working capital requirements by way of either repaying the working capital loans or investing in inventory or payment of sundry creditors and to strengthen the Company’s financial position and support day-to-day operational needs ; and

c) General corporate purposes which inter alia includes, meeting ongoing general corporate exigencies and contingencies, expenses of the Company as applicable, in such a manner and proportion as may be decided by the Board from time to time, and/or any other general purposes as may be permissible under applicable laws.

Utilization of Issue Proceeds and proposed schedule of implementation and deployment of Issue Proceeds:

We propose to deploy the Issue Proceeds towards the Objects in accordance with the proposed schedule of implementation and deployment of funds as set forth below:

Sr.
no.
Objects of an issue
Amount in
Rs. in Crores
Objects of an issue
Amount in
Rs. in Crores
Utilisation timeline
1 Investment in Neogen Ionics Limited -a
wholly owned subsidiary of Neogen
Chemicals Limited.
100
Within 90 days from the date of allotment of
equity shares under this Preferential Issue.
2 Meeting Working capital requirements.21 Within 90 days from the date of allotment of
equityshares under this Preferential Issue.
3 General corporate purposes1 40 Within 90 days from the date of allotment of
equityshares under this Preferential Issue.

1 The amount utilized for general corporate purpose shall not exceed 25% of the Gross Proceeds.

E : [email protected] T : +91 22 2549 7300 W : www.neogenchem.com 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

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There may be variation not exceeding +/- 10% in the estimated amounts specified against each of the objects in the above given table.

The above-mentioned fund requirements are based on internal management estimates and have not been appraised by any bank, financial institution or any other external agency. They are based on current circumstances of our business. The Company may have to revise its estimates from time to time on account of various factors beyond its control, such as financial, market and sectoral conditions, competitive environment, business performance and strategy and interest or exchange rate fluctuations. Consequently, the funding requirements of our Company and deployment schedules are subject to revision in the future at the discretion of the management. The said deployment shall be done in compliance with the applicable laws.

Pending utilization of the proceeds from the Preferential Issue, the Company shall invest such proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks or any other investment as permitted under applicable laws.

2. Point No. (xi) Certificate from Practicing Company Secretary on page no. 25 of the Notice shall be replaced and read in the manner set out below:

The Certificate issued by DVD & Associates., Company Secretaries, certifying that the preferential issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations will be made available for inspection by the members during the Meeting and will also be made available on the Company’s website and will be accessible at https://neogenchem.com/wpcontent/uploads/CC.pdf .

3. Point No. xxi. c) on page no. 27 of the Notice shall be replaced and read in the manner set out below:

Cadamba Solutions Private Limited ( Cadamba ) was incorporated on December 15, 2025 and belongs to the Promoter Group member of the Company w.e.f. December 15, 2025 and is owned by Promoter Dr. Harin Kanani. Cadamba is the proposed allottee of the 10,00,000 equity shares under this preferential lssue and it does not hold any shares in the Company from December 15, 2025 till date. In order to support the growth plans of the company, the board had received interest from Cadamba - a promoter group member of the Company to subscribe to the equity shares of the Company under this preferential issue at a price of Rs. 1,610 per equity share, which is at a premium over the floor price of Rs. 1,375.82 per equity share, arrived pursuant to regulation 164 (1) of SEBI ICDR Regulations and/or the current market price.

On December 31, 2025, there were inter -se transfer of shares as mentioned in below given table by way of gift from promoter and promoter group individuals of the Company to their respective Family trust in furtherance of an internal reorganization within the Promoter Family and is intended to streamline succession and welfare of certain existing and future members of the Kanani family and is a non-commercial transaction which would not affect or prejudice the interests of the public shareholders of the Company in any manner. The said transfers are pursuant to the SEBI Exemption Order bearing reference number WTM/ KCV/ CFD/ 17/2025-26 dated December 30, 2025, under regulation 11(5) of SEBI SAST regulations.

E : [email protected] T : +91 22 2549 7300 W : www.neogenchem.com 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

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Further the trustees and the beneficiaries of the Acquirer Trusts are either individual promoters, or their immediate family relatives or lineal descendants of Kanani Family and there is no change in control of the Company pursuant to the said acquisition

The Acquirer Trust is in substance, only a mirror image of the promoter / promoter group holdings and consequently, there is no change of ownership or control of the shares or voting rights in the Company. There was no other sale / transfer of shares from any member of the promoter(s) / promoter group apart from the herein mentioned inter se transfer.

Sr.
No.

Transfer
From
Category of
Transferor
Transferee
Name
Category
of
transferee
Pre-transfer
holding
of
transferor
%
Category of
Transferor
Transferee
Name
Category
of
transferee
Pre-transfer
holding
of
transferor
%
Category of
Transferor
Transferee
Name
Category
of
transferee
Pre-transfer
holding
of
transferor
%
Category of
Transferor
Transferee
Name
Category
of
transferee
Pre-transfer
holding
of
transferor
%
Category of
Transferor
Transferee
Name
Category
of
transferee
Pre-transfer
holding
of
transferor
%
No. of shares
transferred
%
No. of shares
transferred
%
Post
transfer
holding
of
transferor
%
Post
transfer
holding
of
transferor
%
1

Haridas
Kanani
Promoter Haridas
Kanani
FamilyTrust
Promoter
61,53,887 23.33% 52,76,500 20.00% 8,77,387 3.33%
2

Haridas
Kanani
Promoter H T Kanani
FamilyTrust
Promoter
Group
8,77,387 3.33% 5,02,000 1.90% 3,75,387 1.42%
3

Beena
Kanani
Promoter
group
Beena
Kanani
FamilyTrust
Promoter 29,12,941 11.04% 26,38,250 10.00% 2,74,691 1.04%

The above mentioned inter-se transfer of equity shares by promoter/ promoter group members of the Company by way of gift to their respective trusts pursuant to an exemption order passed by SEBI on December 30, 2025 bearing reference number WTM/ KCV/ CFD/ 17/2025-26 under regulation 11(5) of SEBI SAST regulations, was executed during the 90 trading days preceding the Relevant Date for this Preferential Issue and hence the proposed allottee- Cadamba belonging to promoter group has made an application to SEBI 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 above mentioned inter-se transfers done by other promoter/ promoter group members of the Company.

4. After point no xxi (g) on Page No. 28 the following additional point shall be inserted:

xxii current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter.

Sr. No. Name ofproposed Allottee Current Status Proposed Status
1. Cadamba Solutions Private Limited Promoter Group Promoter Group

This Corrigendum to the EGM Notice shall form an integral part of the EGM Notice, which has already been circulated to the shareholders of the Company on March 7, 2026 and on and from the date hereof, the EGM Notice along with its explanatory statement shall always be read in conjunction with this Corrigendum. The intimation about this Corrigendum is also being published in the Financial Express (English language) and Mumbai Lakshadeep (Marathi language) and will also be made available on website of both the stock exchanges i.e. BSE and NSE and on the website of the Company at https://neogenchem.com/wp-content/uploads/corrigendum-to-the-Notice-of-EGM.pdf .

E : [email protected] T : +91 22 2549 7300 W : www.neogenchem.com 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

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All other contents of the EGM Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

By order of the Board For Neogen Chemicals Limited

UNNATI Digitally signed by UNNATI RAJESH RAJESH KANANI Date: 2026.03.17 KANANI 17:22:49 +05'30' Unnati Kanani Company Secretary & Compliance Officer Mem. No.: A35131 Place: Thane Date: March 17, 2026

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