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Neuland Laboratories Limited. — Proxy Solicitation & Information Statement 2025
Oct 6, 2025
62255_rns_2025-10-06_64d79f3a-a3b4-4db8-b65a-ed7eef376ddd.pdf
Proxy Solicitation & Information Statement
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October 6, 2025
To BSE Limited The National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, 25[th] Floor, Exchange Plaza, Dalal Street, Mumbai – 400 001 Bandra Kurla Complex Bandra (E), Mumbai – 400 001
Scrip Code: 524558
Scrip Code: NEULANDLAB; Series: EQ
Dear Sir/Madam,
Sub: Postal Ballot Notice
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), please find enclosed herewith a copy of the Postal Ballot Notice (“Notice”) seeking approval of the Members of the Company by way of Special Resolution through remote e-voting to approve the following:
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Re-designation of Mr. Davuluri Sucheth Rao (DIN: 00108880) as Executive Vice Chairman; and
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Re-designation of Mr. Davuluri Saharsh Rao (DIN: 02753145) as Chief Executive Officer & Managing Director.
In accordance with Section 110 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, read with the General Circular Nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively read with other relevant circulars, including General Circular No. 03/2025 dated September 22, 2025, (collectively referred to as the “MCA Circulars”), the Notice indicating, inter alia , the process and manner of remote e-voting, is being sent only by electronic mode to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories i.e., National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as on Friday, October 3, 2025 (Cut-off Date) and whose e-mail address are registered with the Company / M/s. KFin Technologies Limited (‘KFin’) i.e. Registrar & Share Transfer Agent/ Depositories / Depository Participant (‘DP’). As per the provisions of the MCA Circulars, Members can vote only through the remote e-voting process.
The Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to all its Members. The e-voting period commences on Tuesday, October 7, 2025 (9:00 AM IST) and ends on Wednesday, November 5, 2025 (5:00 PM IST).
The Notice is also available on the Company’s website at www.neulandlabs.com and on the website of NSDL at https://www.evoting.nsdl.com/.
This is for your information and records.
Thanking you
Yours Sincerely,
For Neuland Laboratories Limited SARADA Digitally signed by SARADA BHAMIDIPATI BHAMIDIPATI Date: 2025.10.06 15:22:26 +05'30' Sarada Bhamidipati Company Secretary
Encl: As above
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NEULAND LABORATORIES LIMITED
(CIN: L85195TG1984PLC004393)
Registered Office: 11th Floor (5th Office Level), Phoenix IVY Building, Plot No. 573A-III, Road No.82, Jubilee Hills, Hyderabad - 500033, Telangana, India.
E-mail: [email protected], website: www.neulandlabs.com, Tel: +91-40-30211600.
POSTAL BALLOT NOTICE
(Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014) and the Circulars issued by the Ministry of Corporate Affairs, Government of India)
Dear Member(s),
Notice is hereby given that pursuant to Section 110 of the Companies Act, 2013 (hereinafter referred to as “the Act”) and other applicable provisions, if any, of the Act, read together with Rule 22 of the Companies (Management and Administration) Rules, 2014, (hereinafter referred to as “the Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) and the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) vide General Circular Nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively read with other relevant circulars, including General Circular No. 03/2025 dated September 22, 2025, (collectively referred to as the “MCA Circulars”), the resolutions appended below is proposed to be passed as Special Resolutions through postal ballot by remote e-voting process (‘remote e-voting’).
The proposed resolutions along with the explanatory statement under Section 102 of the Act, forming part of this Notice, stating the material facts and reasons thereof are set out hereafter, for your consideration.
The Board of Directors of the Company (the “Board”) has appointed Mr. D. Hanumanta Raju, or failing him, Ms. Shaik Razia, Partners, Hanumanta Raju & Co., Company Secretaries, as the Scrutinizer for conducting the postal ballot through the remote e-voting process in a fair and transparent manner.
The Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting facility to all its members, pursuant to Section 108 of the Act read with Rule 20 of the Rules, as amended, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) and aforementioned MCA Circulars. In accordance with the MCA Circulars, the Notice indicating, inter alia , the process and manner of remote e-voting, is being sent only through electronic mode to the members whose names appear on the Register of Members/ List of Beneficial Owners as on October 3, 2025 (“cut-off date”) received from the Depositories and whose e-mail address are registered with the Company/ Depositories. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. The detailed instructions for remote e-voting are given in the Notes under the section ‘Procedure for e-voting’.
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The Scrutinizer will submit his report to the Executive Chairman of the Company, or any person authorized by the Board, after the completion of the scrutiny of the votes cast electronically. The result of the postal ballot through remote e-voting process shall be announced at the Registered Office of the Company. The result along with the Scrutinizer’s report will be intimated the Stock Exchanges where the Company's securities are listed and uploaded on the websites of the Company www.neulandlabs.com and displayed at the registered office of the Company.
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RESOLUTION THROUGH POSTAL BALLOT
SPECIAL BUSINESS:
1. Re-designation of Mr. Davuluri Sucheth Rao (DIN: 00108880) as Executive Vice Chairman
To consider and, if thought fit, pass with or without modification(s), the following resolution, as a Special Resolution :
“RESOLVED THAT in partial modification of the special resolution passed by the members of the Company at the 39[th] Annual General Meeting held on July 27, 2023, pursuant to the applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof, for the time being in force) (the “Act”) and pursuant to the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members, be and is hereby accorded for redesignation of Mr. Davuluri Sucheth Rao (DIN: 00108880), Whole-time Director designated as Vice Chairman & Chief Executive Officer, as Executive Vice Chairman, in the capacity of Whole-time Director, effective from April 1, 2026 and for the remaining period of his tenure, i.e., up to July 31, 2028”.
RESOLVED FURTHER THAT except for the above, all the other terms and conditions of the appointment of Mr. Davuluri Sucheth Rao, as approved by the members at the 39[th] Annual General Meeting held on July 27, 2023, shall remain unchanged.”
RESOLVED FURTHER THAT the Board of Directors, the Chief Financial Officer, and the Company Secretary of the Company be and are hereby authorized severally to do all such acts, deeds, matters and things as may be considered necessary, appropriate and expedient to give effect to this Resolution.”
2. Re-designation of Mr. Davuluri Saharsh Rao (DIN: 02753145) as Chief Executive Officer & Managing Director
To consider and, if thought fit, pass with or without modification(s), the following resolution, as a Special Resolution :
“RESOLVED THAT in partial modification of the special resolution passed by the members of the Company at the 41[st] Annual General Meeting held on July 30, 2025, and pursuant to the applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof, for the time being in force) (the “Act”) and pursuant to the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members, be and is hereby accorded for redesignation of Mr. Davuluri Saharsh Rao (DIN: 02753145) from Whole Time Director designated as Vice Chairman & Managing Director, as Chief Executive Officer & Managing Director, in the capacity of Whole-time Director, effective from April 1, 2026 and for the remaining period of his tenure, i.e., up to May 31, 2030.”
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RESOLVED FURTHER THAT except for the above, all the other terms and conditions of the appointment of Mr. Davuluri Saharsh Rao, as approved by the members at the 41[st] Annual General Meeting held on July 30, 2025, shall remain unchanged.”
RESOLVED FURTHER THAT the Board of Directors, the Chief Financial Officer, and the Company Secretary of the Company be and are hereby authorized severally to do all such acts, deeds, matters and things as may be considered necessary, appropriate and expedient to give effect to this Resolution.”
By Order of the Board of Directors For Neuland Laboratories Limited
Place : Hyderabad Date : September 23, 2025
Sd/- Sarada Bhamidipati Company Secretary Membership No. A27854
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Notes:
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The explanatory statement pursuant to Section 102 and any other applicable provisions of the Act, the rules made thereunder, SEBI Listing Regulations and Secretarial Standards on General Meetings (SS2) stating all material facts and the reasons thereof for the proposed resolutions, forming part of this Postal Ballot Notice, is annexed herewith.
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In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on October 3, 2025 (“cut-off date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to members.
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Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations read with SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, as amended (“SEBI Master Circular”), and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically. The Company has engaged the services of National Securities Depository Limited (“NSDL”), the agency to provide remote e-voting facility. Members are requested to read carefully the instructions for remote e-voting that are provided as part of this Postal Ballot Notice before casting their vote.
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This Postal Ballot Notice will also be available on the Company’s website at www.neulandlabs.com, website 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 on the website of NSDL, www.evoting.nsdl.com.
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Members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the remote e-voting process. Members whose names appear on the Register of Members/List of Beneficial Owners as on cut-off date will be considered for the purpose of remote e-voting.
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Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the cut-off date. Any person who is not a member as on the cut-off date should treat this notice for information purpose only.
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The e-voting period commences on Tuesday, October 7, 2025 (9:00 AM IST) and ends on Wednesday, November 5, 2025 (5:00 PM IST). During this period, members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., Friday, October 3, 2025, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting after Wednesday, November 5, 2025 (5:00 PM IST). Once the vote on the resolutions are cast by a member, he or she will not be allowed to change it subsequently.
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The resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date of e-voting i.e. November 5, 2025.
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The Scrutinizer will submit his report to the Chairman or a person authorized by him, after the completion of scrutiny, and the result of the voting by postal ballot will be announced on or before November 7, 2025 at the Registered Office of the Company at 11th Floor (5th Office Level), Phoenix IVY Building, Plot No. 573A-III, Road No.82, Jubilee Hills, Hyderabad - 500033, Telangana, India. The result would be displayed at the Registered Office of the Company, intimated to the NSDL and Stock Exchanges where the Company's securities are listed, and displayed on the Company's website www.neulandlabs.com along with the Scrutinizer's report.
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The documents, if any, referred to in the statement will be available for inspection at the Registered Office of the Company during working hours on all working days from the date of dispatch of the Postal Ballot Notice till November 5, 2025 (5:00 PM IST).
PROCEDURE FOR ‘REMOTE E-VOTING':
1. E-VOTING FACILITY:
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i. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations and MCA Circulars, the Company has provided the facility of remote e-voting to all Shareholders, to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Shareholders.
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ii. The remote e-voting facility is available at the link – www.evoting.nsdl.com. The e-voting event number (EVEN) and the period of e-voting are set out below:
| EVEN | Commencement of E-voting | End of E-voting |
|---|---|---|
| 137357 | 9:00 AM IST Tuesday,October 7,2025 |
5:00 PM IST Wednesday,November 5,2025 |
E-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period.
- iii. The manner of voting by (i) individual shareholders holding shares of the Company in demat mode, (ii) Shareholders other than individuals holding shares of the Company in demat mode, (iii) Shareholders holding shares of the Company in physical mode, and (iv) Shareholders who have not registered their e-mail address, is explained in the instructions given hereinbelow.
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THE INSTRUCTIONS FOR REMOTE E-VOTING BY MEMBERS ARE AS UNDER:
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for Individual Members holding securities in demat mode:
In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual Shareholder s holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual Members holding securities in demat mode with NSDL. |
1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. 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 and you will be able to see e-Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience. |
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| Individual Members holding securities in demat mode with CDSL |
1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e- Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingis inprogress. |
| Individual Members (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.
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Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL are as under:
| **Login Type ** | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800-21-09911 |
B) Login Method for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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Your User ID details are given below :
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
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Step 2: Cast your vote electronically on NSDL e-Voting system.
How to cast your vote electronically on NSDL e-Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and AGM is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the AGM. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for Members
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Institutional /Corporate Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 or send a request to Ms. Sarita Mote at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
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Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
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Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 and Secretarial Standard – 2 are as under:
Item No.1 & 2
The resolutions set forth under Item Nos. 1 & 2 of the Postal Ballot Notice are for change in designations of Whole-Time Directors, namely, Mr. Davuluri Sucheth Rao (Vice Chairman & Chief Executive Officer) and Mr. Davuluri Saharsh Rao (Vice Chairman & Managing Director), of the Company.
Mr. Davuluri Sucheth Rao was re-appointed as Whole Time Director, designated as Vice Chairman & Chief Executive Officer of the Company, at the 39[th] AGM held on July 27, 2023, for a period of five years from August 1, 2023, up to July 31, 2028.
Mr. Davuluri Saharsh Rao was re-appointed as Whole Time Director, designated as Vice Chairman & Managing Director of the Company, at the 41[st] AGM held on July 30, 2025, for a period of five years from June 1, 2025, up to May 31, 2030.
The Nomination and Remuneration Committee (“the Committee”) and the Board of Directors (“the Board”) of the Company, at their respective meetings held on September 23, 2025, considered the following, with respect to the proposal of re-designation and change in the roles of the aforementioned Whole-Time Directors.
Over time, the scope and complexity of the Company’s operations have expanded, resulting in the need for a more structured allocation of responsibilities among the Whole-Time Directors. At present, both Directors jointly oversee day-to-day operations and strategic planning. However, certain areas such as long-term business planning, enterprise risk management and ESG & sustainability require dedicated leadership and clarity in responsibility.
The Board and the Committee, after several discussions, determined that assigning distinct accountability for specific functions would enhance organizational effectiveness and governance. The proposed changes are intended to formalize the allocation of responsibilities and strengthen the Company’s leadership framework.
The Committee and the Board have further considered the performance, profile, experience and demonstrated leadership of the Whole-Time Directors.
Mr. Davuluri Sucheth Rao, having spent over two decades as the CEO, is now ideally suited to transition into a more strategic role and focus on long-term strategy which would enable the Company to progress to the next level. With his deep understanding of all aspects of the business, he is ideally positioned to drive important organizational initiatives such as Long-term Business Planning, Enterprise Risk Management & Sustainability, activities of Neuland Foundation and Stakeholder Management. These areas necessitate a deliberate detachment from day-to-day operations and warrant focused leadership attention. Mr. Davuluri Sucheth Rao has expressed a strong commitment to overseeing these initiatives, recognizing their potential to drive long-term value for stakeholders and organizational resilience.
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Mr. Davuluri Saharsh Rao over the past seventeen years has built a strong sales organization, based on customer relationships, especially in case of the CMS business and has also successfully strengthened the R&D function to support the CMS business. With a proven track record based on his deep understanding of the business and execution capability, Mr. Davuluri Saharsh Rao is fit to assume a broader role and lead the day-to-day operations of the Company.
Having considered the foregoing, the Board of Directors of the Company, at its meeting held on September 23, 2025, upon the recommendation of the Nomination and Remuneration Committee, has approved and recommended to the shareholders, the change in designations of Mr. Davuluri Sucheth Rao and Mr. Davuluri Saharsh Rao, with no alteration to any other terms and conditions of their respective appointments, as set out below:
| Name | Current designation | Proposed designation |
|---|---|---|
| Mr. Davuluri Sucheth Rao | Vice Chairman & Chief Executive Officer |
Executive Vice Chairman |
| Mr. Davuluri Saharsh Rao | Vice Chairman & Managing Director |
Chief Executive Officer & ManagingDirector |
Dr. Davuluri Rama Mohan Rao shall continue to be the Executive Chairman of the Company, in the capacity of Whole Time Director. Mr. Davuluri Sucheth Rao and Mr. Davuluri Saharsh Rao shall continue reporting into Executive Chairman.
The change in designations of Mr. Davuluri Sucheth Rao and Mr. Davuluri Saharsh Rao was made to commensurate with the roles and responsibilities being delegated to them and the growing complexity of the Company. Both the directors shall be in the capacity of Whole Time Directors.
The above may be treated as a modification to the abstract under Section 190 of the Companies Act, 2013, and the rules made thereunder, pertaining to their respective re-appointments, to the extent applicable.
Except Dr. Davuluri Rama Mohan Rao, Mr. Davuluri Sucheth Rao and Mr. Davuluri Saharsh Rao and their relatives to the extent of their shareholding in the Company, if any, no other director or Key Managerial Personnel (KMP) or relatives of directors and KMPs is interested or concerned in the Resolutions.
By Order of the Board of Directors For Neuland Laboratories Limited
Place : Hyderabad Date : September 23, 2025
Sd/- Sarada Bhamidipati Company Secretary Membership No. A27854