Neogen Chemicals Ltd

The Members,

Your directors take pleasure in presenting their 35^th (Thirty Fifth) Annual Report on the business and operations of the Company and the Audited Financial Statements for the Year ended March 31,2024.

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

(Rs in crore)

2. BRIEF DESCRIPTION OF THE COMPANYRs S WORKING DURING THE YEAR/STATE OF COMPANYRs S AFFAIR

The Company reported a standalone revenue of Rs 696.36 crore and consolidated revenue of Rs 690.67 crore in F.Y. 2023-24 as compared to Standalone revenue of Rs 686.18 crore and consolidated revenue of Rs 686.18 crore in the previous year thereby registered a growth of 1.48% on standalone and 0.65% consolidated basis over the previous year. The standalone and consolidated Profit before Tax (PBT) was Rs 63.64 crore and Rs 52.77 crore as compared to Rs 71.11 crore and Rs 71.03 crore respectively over the previous year. The standalone and consolidated Profit after Tax (PAT) stood at Rs 44.06 crore and Rs 35.65 crore as compared to Rs 50.05 crore and Rs 49.97 crore respectively over the previous year.

EBITDA grew by 3.55% to Rs 115.58 crore from Rs 111.6 crore.

F.Y. 2023-24 was a momentous year for Neogen Chemicals as we charted ambitious growth plans for both existing as well as Battery Chemicals business and saw a lot of these initiatives take concrete shape. On one hand, the Company entered into a share purchase agreement for acquiring 100% stake in BuLi Chemicals India Private Limited from Livent USA to strengthen our product offerings while on the other hand, we signed a landmark agreement with MUIS, Japan to acquire manufacturing technology license for electrolytes in India. Both these events will significantly bolster our competitive position in the market and lay the roadmap for the future. We have markedly expanded our R&D prowess across several high-potential chemistries

to offer deep value to our customers. Initiatives under Battery Chemicals business progressed well, and we are on track to achieve several milestones as per our internal forecasts.

Further during the year under review, a Wholly Owned Subsidiary of the Company "Neogen Ionics Limited" ("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. In pursuit of its future expansion strategy and as an integral step in establishing a greenfield project, Neogen Ionics Limited, a wholly owned subsidiary of Neogen Chemicals Limited, completed a land acquisition totaling approximately 65 acres in Pakhajan, Dahej PCPIR, Gujarat in December 2023. Dedicated for battery materials and new future business opportunities, Neogen will set up the plant on this greenfield site to manufacture 30,000 MT of electrolytes and 3,000 MT of electrolyte salts and additives. The electrolyte plant will be set up using Manufacturing Technology license from MUIS (a JV between Mitsubishi Chemical Corporation (MCC) and UBE Corporation and a group company of The Mitsubishi Chemical Group, a Japanese conglomerate) while electrolyte salts will be based on NeogenRs s indigenous technology developed in-house utilizing its 35 years of experience in manufacturing Lithium Salts. For Neogen Ionics, the plant is expected to be operational in H2 of 2025. 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.

I n Q1 F.Y. 2023-24, Neogen reported strong financial performance with revenue of Rs 164.9 crore, reflecting an 11% YoY growth. This growth was driven by the addition of new capacities in Organic and Inorganic Chemicals through brownfield expansion. BuLi Chem commenced commercial production under NeogenRs s management, and Neogen Ionics Limited made its first commercial sales of Electrolyte for trial quantities to both domestic and international customers. EBITDA for the quarter stood at Rs 28.1 crore, up by 14% YoY, facilitated by softening raw material prices and a favorable product mix. However, PAT was Rs 9.8 crore, lower by 12% YoY, impacted by high finance costs and depreciation due to ongoing expansion initiatives.

Neogen achieved a revenue of Rs 161.7 crore, marking a 9% YoY growth despite the challenging external environment in Q2 F.Y. 2023-24. The growth was supported by recent capacity expansions, stable demand, and contributions from BuLi Chem. EBITDA increased by 7% YoY to Rs 25.9 crore, while PAT stood at Rs 79 crore, lower by 20% YoY due to higher finance costs and depreciation. The strategic debt repayment from recent preference share proceeds was expected to lower finance expenses in the near term.

Q3 F.Y. 2023-24 saw Neogen maintaining revenue performance despite significant declines in raw material prices. The base volumes remained steady, demonstrating the resilience of NeogenRs s business model. BuLi ChemRs s contribution was slower due to high-cost inventories and a slowdown in pharma and agrochemicals. EBITDA reflected the impact of increased employee costs and other related expenses due to ongoing expansion initiatives in Neogen Ionics. The lower PAT was aligned with moderated operational performance and included a one-time tax charge from transitioning to the New Tax Regime.

Neogen delivered a profitable performance in Q4 F.Y. 2033-24 with revenue maintained at Rs 691 crore for the full year despite significant decreases in raw material prices. EBITDA stood at Rs 110 crore, maintaining operational EBITDA with an EBITDA margin of 16% for F.Y. 2023-24. PAT for the year was Rs 36 crore, with the deployment of proceeds from the preferential allotment aiding in working capital improvement and debt reduction.

Neogen made significant strides in expanding its capabilities and market reach:

1. Expansion of Capacities:

o The company added new capacities in both Organic and Inorganic Chemicals through brownfield expansion, contributing to revenue growth.

o BuLi Chem commenced commercial production under NeogenRs s management, and Neogen Ionics Limited made its first commercial sales of Electrolyte for trial quantities to both domestic and international customers.

2. Strategic Acquisitions and Agreements:

o Acquired 100% stake in BuLi Chem, enhancing its manufacturing capabilities and product offerings.

o Signed the Electrolyte Manufacturing License Agreement with MUIS, Japan, to leverage advanced technology for battery materials production.

3. Fundraising Initiatives:

o Successfully raised ~Rs 253 crore through preferential allotment to leading institutional investors, including SBI Mutual Fund, Quant Mutual Fund, Tata India Mutual Fund, White Oak and Others

o Utilized the proceeds to support growth initiatives in the Battery Materials segment, improve working capital, and reduce high-cost debt.

4. Battery Materials Segment:

o Made considerable progress in establishing a greenfield Battery Materials project, acquiring land in Dahej, admeasuring ~65 crore in Pakhajan, PCPIR, Bharuch, Dahej, Gujarat, and finalizing plant design using MUIS technology.

o Commenced initial commercial capacities

for both Electrolytes and Lithium Electrolyte Salts, with small batch shipments to global customers receiving positive feedback.

5. Operational Resilience:

o Despite global headwinds, Neogen maintained steady base volumes and resilient performance through proactive engagement with customers and partners.

o Managed the impact of high finance costs and depreciation due to ongoing expansion initiatives, strategically reducing debt to lower finance expenses in the near term.

Strategic Developments and Future Plans

Neogen is well-positioned to capitalize on the growing demand in the Lithium Battery sector, supported by the governmentRs s "Atmanirbhar Bharat" initiative and the PLI scheme to accelerate EV adoption. The companyRs s expansion plans for F.Y. 2024-25 and F.Y. 2025-26 include:

• I ncreasing Lithium Electrolyte Salts & Additives capacity to 2,500 MT by Q4 F.Y. 2024-25.

• Undertaking a greenfield expansion at Pakhajan, Dahej PCPIR, to establish dedicated battery materials facilities, including an additional 30,000 MT of Electrolyte capacity using MUIS technology and an additional 3,000 MT of Lithium Electrolyte Salts & Additives by H2 F.Y. 2025-26.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business or the business line of the Company.

4. DIVIDEND:

For the F.Y. 2023-24, based on the performance of the company, the board of the Company is pleased to recommend a final dividend of Rs 2 per equity share. If the dividend as recommended by the Board is approved at the 35^th Annual General Meeting the total outflow towards Dividend on equity share would be Rs 5.28 crore.

The Board had recommended a final Dividend of Rs 3 per equity share for the F.Y. 2022-23, which was approved by the shareholders at its 34^th Annual General Meeting held on September 5, 2023 amounting to Rs 748 crore.

The Dividend Distribution Policy ("Policy") of the Company formulated in accordance with the terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders is made available at the website of the Company at https:// neogenchem.com/wp-content/uploads/P-Dividend- Distribution-Policv.pdf

5. RESERVES

During the year under review, the company has not transferred any amount to General Reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31,2024, please refer to the Rs Statement of Changes in EquityRs included in the standalone and consolidated financial statements of this Annual Report.

Authorised Share Capital:

The Board of Directors at its meeting held on August 5, 2023, inter alia approved the Alteration of Authorized Share Capital as under:

Existing Authorized Share Capital:

The above alteration was approved by the shareholders of the Company in its Annual General Meeting held on September 5, 2023. The paid-up share capital of the Company is as given hereunder:

The Board of Directors at its meeting held on October 5, 2023, inter alia approved the issue and offer of 14,42,358 equity shares on preferential basis for cash consideration. Subsequently, the shareholders of the Company at its Extra Ordinary General meeting held on October 28, 2023, has approved issue, offer and allotment of 14,42,358 shares of face value ofRs 10 each on a preferential basis at an issue price ofRs 1754.07 per Equity Share (including a premium ofRs 1744.07 per Equity Share) aggregating up to Rs 2,52,99,96,897 (Rupees Two Hundred and Fifty-Two Crore Ninety-Nine Lakh Ninety-Six Thousand Eight Hundred Ninety-Seven only) to the identified investors. The allotment of the said equity shares of the Company on a preferential basis was done on November 1, 2023. The Equity Shares were listed on BSE Limited and National Stock Exchange of India Limited.

Utilization of Proceeds raised through Issue of Equity Shares on Preferential basis.

The proceeds raised through the issue and allotment of shares on November 1,2023 were utilized towards the objects it was raised for and there was no deviation or variation in the utilisation of funds raised through issue of Equity Shares on preferential basis. The proceeds of ~ Rs 253 crore raised through issue and allotment of equity shares on preferential basis, was utilised as on December 31, 2023 and the statement in this respect was placed before the Audit Committee of the Company for review and after such review the same was submitted to the Stock Exchange and the same is also available at the website of the Company at https://neogenchem. com/wp-content/uploads/REG32.pdf.

Buy Back of Securities/ Sweat Equity/ Bonus Shares/ Issue of Shares with Differential Rights

During the year under review the Company has not bought back any of its securities, nor has it issued any Sweat Equity or Bonus Shares or Equity Shares with Differential Rights.

Provision of Money by Company for Purchase of its Own Shares by Employees or by Trustees for the Benefit of Employees:

During the period under review, there we no instances for the company to comply with the provisions of Section 67 of the Companies Act, 2013.

7 BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The directors of the Cnmnanv as on March 31 2024 are-

Retirement by rotation:

As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for reappointment. Accordingly, at the 35^th AGM, Dr. Harin Kanani (DIN: 05136947), Managing Director, shall retire by rotation and being eligible, offers himself for re-appointment.

A detailed profile of Dr. Harin Kanani (DIN: 05136947), Managing Director, along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of Annexure to the Notice of the 35^th AGM.

Re- appointment of Director and KMP:

During the year under review, Haridas Kanani (DIN- 00185487), Chairman and Managing Director of the Company was re-appointed as a Chairman and Managing Director of the Company, not liable to retire by rotation, for a further term of 5 years starting from August 11,2023 till August 10, 2028, subject to approval of the shareholders of the Company and as per the provisions of Section 203 of the Companies Act, 2013 ("the Act"), read with other relevant provisions and rules made thereunder and Regulation 30 of the Listing Regulations.

The appointment of Haridas Kanani as a Chairman and Managing Director of the Company for a further term of Five (5) consecutive years, was subsequently approved by the shareholders of the Company at its 34^th Annual General Meeting held on September 5, 2023 by way of passing a special resolution considering his age of 77 years.

Re- appointment of Independent Directors:

During the year under review, Prof. Ranjan Kumar Malik and Avi Sabavala were re-appointed as an Independent Director of the Company for the second term of Five (5) consecutive years starting from October 6, 2023 to October 5, 2028, not liable to retire by rotation, subject to the approval of the shareholders of the Company and the same was approved by the shareholders of the Company at its 34^th Annual General Meeting held on September 5, 2023 by way of passing a special resolution pursuant to the requirement of Regulation 25(2A) of the SEBI (Listing obligation and disclosure requirement) Regulations, 2015 and regulation 17(1A) considering that Prof. Ranjan Malik was about to attain an age of 75 years. A detailed performance evaluation of Independent Directors was carried out by the Board before recommending their reappointment to the shareholders.

Appointment of Directors and KMP:

Based on recommendation being received from the nomination and remuneration committee of the Company and after taking into account the performance evaluation of Shyamsunder Upadhyay (DIN: 07274873), as a Whole Time Director of the Company during his term of 3 years, starting from August 7 2021 till August 6, 2024 and considering the knowledge, acumen, expertise, experience and the substantial contribution he brings to the Board, the Board has at its meeting held on August 7 2024, approved the re- appointment of Shyamsunder Upadhyay (DIN: 07274873) as a Whole Time Director of the Company for a further term commencing from August 7, 2024 till September 30, 2025, liable to retire by rotation, subject to the approval of the shareholders at the 35^th AGM of the Company and on such terms and conditions including remuneration as set out in the employment agreement, the abstract of which is given in explanatory statement annexed to the Notice of the 35^th AGM. This proposal forms part of the agenda of the Notice of 35^th AGM of the Company.

Pursuant to provisions of Section 149(10) of the Companies Act, 2013 and based on recommendation being received from the nomination and remuneration committee of the Company, the Board of Directors in its meeting held on August 7 2024, appointed Ullal Ravindra Bhat (DIN: 00008425) and Rajesh Shah (DIN: 10729851) as Additional Directors in the category of Non- Executive, Independent Directors of the Company, not liable to retire by rotation for a consecutive term of Five (5) years starting from August 7, 2024, subject to approval of the Members at this 35^th AGM of the Company and on such terms and conditions as set out in the letter of appointment issued to them. They shall hold office as Additional Directors upto the date of this AGM and are eligible for appointment as an Independent Director. This proposal forms part of the agenda of the Notice of 35^th AGM of the Company and a brief detail regarding their appointment is given therein.

The Board is of the opinion that Ullal Ravindra Bhat (DIN: 00008425) and Rajesh Shah (DIN: 10729851) are a person of integrity, have relevant knowledge, expertise, and experience to serve the Company as Independent Directors and shall bring substantial contribution to the Board.

The Independent Directors of the Company have separately submitted a declaration of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulation and are not disqualified from continuing as Independent Directors of your Company.

At the forthcoming AGM, approval of the Members will be sought for appointment of aforesaid Directors. A detailed profile(s) of said Directors seeking appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM.

Declaration by Directors:

All independent directors have separately submitted a declaration that each of them meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013. Further there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors of the Company have separately submitted a declaration of independence,

as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulation and are not disqualified from continuing as Independent Directors of your Company. Further, all the Independent Directors of your Company have confirmed their registration / renewal of registration, on Independent DirectorsRs Databank. Further there has been no change in the circumstances which may affect their status as Independent Director during the year.

Your Company has in place a Code of Conduct for the Board of Directors, Key Managerial Personnel and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. Also, pursuant to the requirements of Regulation 26(3) of the Listing Regulations, all members of the Board of Directors, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the code of conduct for Board of Directors, Key Managerial Personnel and senior management Personnel for the financial year ended March 31, 2024. The said code is available on the website of the Company at https://neogenchem.com/ wp-content/uploads/E-code-of-Ethics-Directors-KMP. pdf.

Annual Evaluation by the Board:

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors. The functioning of the Board was evaluated by the Nomination and Remuneration Committee on various aspects, including, degree of fulfilment of key responsibilities, Board Structure, composition, establishment and delegation of responsibilities to various committees, effectiveness of Board processes, Board and Management Relations, Board Strategy and Risk Management, Stakeholder value and responsibility, information and functioning.

The Board of Directors formally assess their own performance based on parameters which, inter-alia, include performance of the Board on deciding long term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc. The parameters for performance evaluation of the Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding Directors being evaluated. Independent Directors were evaluated based on parameters, such as qualifications, experience, knowledge and competence.

The performance evaluation of Chairman, Executive and Non-Executive Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole in their meeting held on March 30, 2024.

Familiarization Programmes for Independent Directors:

Pursuant to provisions of Regulation 25 of the Listing Regulations, the Company has formulated a programmes for familiarizing the Independent Directors, with regard to their roles, rights, responsibilities under the act and regulations, nature of the industry in which company operates, current business model of the Company, etc., through various initiatives.

The details of aforementioned programmes are available on the CompanyRs s website at https://neogenchem. com/wp-content/uploads/Familiarisation-Programme- FY-23-24.pdf.

8. PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 1 to this report. The Statement containing particulars of employees as required under Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the Annual Report and accounts are being sent to the members and others entitled thereto, excluding the information on employeeRs s particulars which will be available for inspection on request being sent by the member during business hours on all working days excluding Sunday and national holidays up to the date of 35^th AGM. Any member interested in obtaining a copy thereof, may write to the Company Secretary at investor@neogenchem.com .

9. COMMITTEES & MEETINGS:

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act, read with relevant rules framed thereunder & Listing Regulations:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The composition of all such Committees, brief terms of reference, number of meetings held during the year under review, and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

Board Meetings:

The Board of Directors met 7 (Seven) times, that is, on April 10, 2023, May 13, 2023, August 5, 2023, October 5, 2023, November 8, 2023, February 9, 2024, and March 16, 2024, during the financial year under review. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

Audit Committee Meetings:

The Audit Committee met 5 (Five) times during the year, that is, on May 13, 2023, August 4, 2023, October 5, 2023, November 8, 2023, and February 9, 2024.

Stakeholders Relationship Committee Meetings:

The StakeholdersRs Relationship Committee met once during the year on May 13, 2023.

Nomination and Remuneration Committee Meetings:

The Nomination and Remuneration Committee met thrice during the year, that is, on May 13, 2023, August 4, 2023, and October 5, 2023.

CSR Committee Meeting:

The CSR committee met 4 (four) times during the year on May 13, 2023, August 5, 2023, November 8, 2023, and February 9, 2024.

Risk Management Committee:

The Board of Directors ("Directors") of your Company have constituted a Risk Management Committee in accordance with the recent amendments in Regulation 21 of the Listing Regulations. The details pursuant to the requirement of Regulation 21 and Schedule V (C) Para 5A of the Listing Regulations pertaining to role, terms of reference and constitution of the Risk Management Committee of the Company have been provided in the

Corporate Governance Report which forms part of this Annual Report.

The Risk Management committee met twice during the year on May 13, 2023 and November 8, 2023.

The Committee details and the Risk Assessment and Management Plan are made available on the website of your Company at https://neogenchem.com/ corporate-governance/ and https://neogenchem.com/ wp-content/uploads/I-Risk-Assessment-and-Mgt-Plan.pdf respectively.

Independent Directors meeting:

I ndependent Directors met once during the year under review on March 30, 2024.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any associate company or a holding company.

NEOGEN IONICS LIMITED:

Further during the year under review, the company has promoted and incorporated a Wholly Owned Subsidiary of the Company on March 29, 2023, named "Neogen Ionics Limited" ("NIL"), to 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 object of NIL is to manufacture Lithium-Ion battery materials with an initial plan of manufacturing electrolytes and Lithium salts needed for electrolytes.

During the period from March 29, 2023 till March 31, 2024 ("the said period"), NIL achieved a revenue from operations of Rs 0.55 crore, the Loss before Tax of Rs -701 crore, Loss after Tax of Rs -5.81 crore during the said period.

Since incorporation of NIL, the Company has subscribed to 50,00,000 Equity Shares of NIL and accordingly as on March 31, 2024 the Company holds 50,00,000 Equity Shares (100% stake) of a face value of Rs 10 each in NIL.

During the period, NIL was not the material subsidiary of the Company.

ACQUISITION OF BULI CHEMICALS INDIA PRIVATE LIMITED:

During the Financial Year under review, the Company has done strategic acquisition of Buli Chemicals India Private Limited ("Buli Chem") from Livent Corporation w.e.f. May 3, 2023, a high-quality and high-potential company in the Speciality Chemicals space. BuLi Chem owns technology to manufacture N Butyl Lithium and other organolithium products using Lithium metal, which are key reagents for Lithiation reaction used in manufacturing of several complex pharmaceutical and agrochemical intermediates. BuLi Chem manufactures and supplies N Butyl Lithium to several leading pharma and agrochemical companies in India and world, and is one of the very few commercial facilities outside of China for this chemistry. Organo Lithium compounds are critical in manufacturing of several critical Pharmaceuticals.

The technology to use highly reactive Lithium metal and to manufacture N Butyl Lithium and other Organo Lithium derivatives in house along with NeogenRs s ability to recycle Lithium, will give significant competitive advantage for NeogenRs s existing and under development Pharma Advanced intermediates and CSM projects, further enhancing NeogenRs s ability to provide value- added innovative solutions to our global customers. This acquisition has brought in mass synergies such as expanded product portfolio, stronger presence in new markets, cross-selling opportunities, access to technologies, capacity and talent.

The details about Buli Chem may be accessed at https://neogenchem.com/wp-content/uploads/REG30. pdf . During the period under review, BULI Chem was not the material subsidiary of the Company.

Buli Chem achieved a revenue of Rs 41.31 crore in the current Financial Year as compared to Rs 82.03 Crore as of March 31, 2023. Loss before Tax was Rs -4.22 Crore in the current year as compared to Rs -12.95 Crore in the previous financial year. The Loss after Tax stood at Rs -2.97 Crore as compared to Rs -16.29 Crore in the previous financial year.

Further the Board has in its meeting held on February 9, 2024 approved the incorporation of Wholly Owned Subsidiary in Japan which was incorporated on July 30, 2024 with the name "Neogen Chemicals Japan Corporation Limited" ("Neogen Chemicals Japan") under the prevailing provisions of the applicable Law of Japan with an object of establishing business alliances and other business relationships with domestic chemical related companies and all other business related to the same. The outcome of the Board meeting may be accessed at https://neogenchem. com/wp-content/uploads/Outcome09022024.pdf and https://neoaenchem.com/wp-content/uploads/ Intimation-8-5-2024.pdf.

The Company has entered into a Joint Venture with Dhara Fine Chem Industries. Neogen holds 90% of the capital contribution in a partnership firm. Dhara Fine Chem Industries is engaged in the business of manufacturing, sale and trading of Organic and Inorganic chemicals and other related activities.

Consolidated Financial Statements of the Company have been prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and section 129 (3) of the Act forming part of this report. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information are available on the CompanyRs s website at https://neogenchem.com/annual-reports-2/.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance and financial position of the Wholly owned subsidiaries and Joint Venture is given in Form AOC-1 as set out in Annexure 2 to this Report.

In accordance with Section 136(1) of the Act, this Annual Report of the Company, containing the standalone and the consolidated financial statements and all other documents required to be attached thereto has been placed on the website of the Company https:// neogenchem.com/annual-reports-2/.

Statutory Auditors

Pursuant to the provisions of Section 139 (2) of the Act and the Rules made thereunder, the Company shall not appoint an audit firm as auditor for more than two terms of five consecutive years. In line with the requirements of the Act, M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W), were re-appointed as the statutory auditors of the Company to hold office for a second term of five consecutive years from the conclusion of the 30^th AGM of the Company held on September 20, 2019, till the conclusion of the 35^th AGM to be held in year 2024. They have completed their two terms of consecutive 5 years as the Statutory Auditors of the Company. The second consecutive term of 5 years of the Statutory Auditors M/s. JMT & Associates, Chartered Accountants expires at the conclusion of ensuing 35^th AGM. The Board of Directors placed on record their appreciation for the services rendered by M/s JMT & Associates, Chartered Accountants.

The provisions regarding rotation of auditors, as prescribed under the Act, are applicable to the Company. Hence, on recommendation of the Audit Committee, the Board of Directors have approved and recommended to the shareholders the appointment of M/s. Chandabhoy & Jassoobhoy, Chartered Accountants, Firm Registration No. 101647W, as the Statutory Auditors of the Company in place of M/s. JMT & Associates, Chartered Accountants, Firm Registration No. 104167W, retiring Auditors, subject to approval of Members at the 35^th AGM, and to hold office for a period of 5 consecutive years commencing from the forthcoming 35^th AGM till the conclusion of 40^th AGM to be held in the year 2029.

Accordingly, an item for appointment of M/s. Chandabhoy & Jassoobhoy, Chartered Accountants, as the Statutory Auditors of the Company is being placed at the ensuing 35^th AGM for approval of the Members. Information about the proposed appointment of statutory auditor is given in the Notice of AGM, which forms part of this Annual Report. The Board recommends their appointment to the Members.

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants, Firm Registration No. 101647W, have confirmed their eligibility under Section 139 and 141 of the Act and the rules framed there under for appointment as Statutory Auditors of the Company and they are not disqualified to be appointed as a Statutory Auditors in terms of provisions of Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2015. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Statutory Auditors report

The Statutory Auditors Report on the Financial Statements of the Company is part of this Annual Report and it does not contain any modified opinion, qualifications, reservations or adverse remarks for the year under review and the observations and comments given in the report of the Statutory Auditors read together with Notes to Accounts are self-explanatory and hence do not call for any further explanation or comments under Section 134 (f) (i) of the Act.

No frauds have been reported by the Statutory Auditors during the Financial Year under review pursuant to the provisions of Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditors:

DVD and Associates, Practising Company Secretaries (FCS No. 6099 CP No. 6515), were appointed as the Secretarial Auditor of the Company to conduct audit for F.Y. 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 from DVD & Associates contains few observations but does not have any adverse qualification, reservation or remark and the same is annexed herewith as Annexure - 3 to this Report.

During the year under review, the Secretarial Auditor has not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, as amended from time to time and Regulation 24A of Listing Regulations, the Company has appointed DVD and Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company to undertake the Secretarial Audit for the F.Y. 2024-25. The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

Cost Auditors:

The Company is required to maintain cost records as per Section 148(1) of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

Kishore Bhatia & Associates, Cost Accountants, (Firm Registration No. 00294), were appointed as Cost Auditor of the Company for the F.Y. 23-24 as per the provisions of the Act. The Cost AuditorsRs Report for the financial year ended March 31, 2024, does not contain any qualification, reservation, or adverse remark.

In terms of Section 148 of the Act read with the rules framed thereunder, the Board of the Company on recommendation being received from the Audit committee, has appointed Kishore Bhatia & Associates, Cost Accountants, (Firm Registration No. 00294) as Cost Auditor of the Company, to conduct audit of the Cost records of the Company for the financial year ending on March 31, 2025 at a remuneration of Rs 3,60,000 (plus GST and out of pocket expense) subject to ratification of remuneration by the shareholders at the 35^th AGM by passing a resolution as set out in Item No. 8 of the Notice of 35^th AGM.

Kishore Bhatia & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141(3) (g) of the Act. They have further confirmed their independent status and an armRs s length relationship with the Company.

Reporting of Frauds:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report as stipulated under Regulation 34(2)(f) of Listing Regulations is presented in a separate section forming part of the Annual Report.

14. RISK MANAGEMENT POLICY:

Risks are an integral part of a business operation. Neogen has developed and implemented a robust Risk Management Policy that monitors, identifies and suggests risk mitigation measures. The Company has developed and implemented the Risk Assessment and Management Policy and the same is reviewed periodically by the Board of Directors. The Board has constituted Risk Management Committee which would be reviewing this policy henceforth on periodic intervals. The Committee details and the Risk Assessment and Management Plan are made available on the website of your Company at https://neogenchem. com/corporate-governance/ and https://neogenchem. com/wp-content/uploads/I-Risk-Assessment-and-Mgt- Plan.pdf respectively. The salient features of the Risk Assessment and Management Plan ("the policy") are:

• Lay down a framework for identification, measurement, evaluation, mitigation & reporting of various risks.

• Risk management allows Neogen to minimize losses and capitalize on opportunities.

• Understanding risk and NeogenRs s appetite for risk will be key considerations in NeogenRs s decision making.

• Evolve the culture, processes and structures that are directed towards the effective management of potential opportunities and adverse effects, which the business and operations of the Company are exposed to.

15. VIGIL MECHANISM/WHISTLE - BLOWER POLICY:

The Company has adopted a Rs Whistle-Blower PolicyRs for its Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The Mechanism is designed for enabling all the stakeholders to communicate their concerns about illegal or unethical practices, fraud or violation of CompanyRs s Code of Conduct, if any, freely. No personnel of the Company have been denied access to the Chairperson of the Audit Committee. During the year under review, no complaints were received under the Whistle Blower Policy.

The functioning process of this mechanism has been elaborated in the Corporate Governance Report forming a part of this Annual Report. The said policy can be accessed on the companyRs s website at https:// neogenchem.com/wp-content/uploads/L-Whistle- blower.pdf.

16. POLICY ON DIRECTORSRs APPOINTMENT AND REMUNERATION:

The Company has adopted a Nomination and Remuneration policy, the policy for appointment and remuneration of Directors, key managerial personnel and senior management officials including the criteria for determining qualifications, positive attributes, independence of a director and other matters as per the requirements of section 178 (3) of the Act read with relevant rules made thereunder and Listing Regulations and to develop and recommend the Board a set of Corporate Governance Guidelines. The Policy is available on the CompanyRs s website at https:// neogenchem.com/wp-content/uploads/A-Nomination- and-Remuneration-Policy.pdf . The Company affirms that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

As on March 31, 2024, the Board had eight members, three of whom are executive directors, one is a non- executive and non-independent member and four are independent directors including one independent woman director.

17. EXTRACT OF ANNUAL RETURN:

Pursuant to the requirement of section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of annual return can be accessed on our website at https://neogenchem. com/financial-performance/#all tabl1.

COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report which may affect the financial position of the Company or its status as a "Going Concern"Rs

19. SIGNIFICANT EVENTS THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Your company vide its Board Resolution passed on April 30, 2024, has approved draft Scheme of Amalgamation of Buli Chemicals India Private Limited- Wholly Owned Subsidiary ("Transferor Company") with Neogen Chemicals Limited- the Holding Company ("Transferee Company") and their respective shareholders ("Scheme") pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (Rs Act") and rules framed thereunder.

In the opinion of the Board, the proposed amalgamation of Transferor Company with the Transferee Company engaged in same line of business would result into synergies, Improved cash flows and more efficient utilization of capital, human resources and infrastructure to create a stronger base for future growth, enhance future business potential, and achieve greater efficiencies, productivity gains and advantages by pooling of resources of the group companies, simplification of the existing corporate structure, reduced administrative costs and other overheads including administrative, managerial costs, while reducing multiple legal and regulatory compliances thereby significantly contributing to future growth and maximizing shareholderRs s value and will provide an opportunity to leverage combined assets, capabilities, experience, expertise, infrastructure of

both companies enabling optimum utilization of existing resources and economies of scale.

Further, the Company shall file the Scheme of Amalgamation with HonRs ble NCLT in the year 2024.

Further details pertaining to the said Scheme is available at https://neogenchem.com/wp-content/uploads/ Submission-of-Scheme-of-Amalgamation-pursuant-to- regulation-30.pdf.

Also, the Board has granted in-principle approval for:

> Investing in Neogen Ionics Limited ("NIL")- its wholly owned subsidiary by subscribing to the 49,00,000 Equity shares of a face value of Rs 10 each;

> Subscribing upto 50,00,00,000 Compulsorily Convertible Debentures of a face value of Rs 10 each with a coupon rate of 0.01% per annum to be issued, offered and allotted on a rights basis by NIL;

> Pledge of Equity shares of NIL held by Neogen Chemicals Limited against the credit facilities to be availed by NIL.

> Appointment of Shyamsunder Upadhyay (DIN: 07274873) as a Whole Time Director for a further term commencing from August 7 2024 to September 30, 2025 (both days inclusive), liable to retire by rotation

> Appointment of Ullal Ravindra Bhat (DIN: 00008425) and Rajeshkumar Babulal Shah (DIN: 10729851) as Additional Directors (Independent Directors) for a first term of five (5) consecutive years commencing from August 7, 2024 to August 6, 2029 (both days inclusive), not liable to retire by rotation

> Appointment of M/s. Chandabhoy and Jassoobhoy, Chartered Accountants, (FRN: 101647W) as the Statutory Auditors of the Company for a term of five (5) consecutive years from conclusion of the ensuing 35^th Annual General Meeting till the conclusion of the 40^th Annual General Meeting of the Company to be held in the year 2029.

> Formulation of "Neogen Chemicals Limited Employees Stock Option Scheme 2024" ("NCL ESOP Scheme 2024") for grant of stock options to eligible Directors and Employees of the Company and its Group Company(ies) including its Subsidiary

/ Associate Company(ies) (present and future, if any), subject to approval of the shareholders of the Company and such other approvals as may be necessary, as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYRs S OPERATIONS IN FUTURE:

During the year under review there has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the CompanyRs s operations in future.

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business all of the Company. This internal financial control system at companyRs s head office and its plants are being checked by the Internal Auditors on a quarterly basis and is certified by the Statutory Auditors in its report. The Internal Auditor reports directly to the Audit Committee. The adequacy, effectiveness and implementation of the internal financial control system is also monitored by the Audit Committee on a quarterly basis and the recommendations, if any by the committee is placed before the Board of Directors of the Company for their review and comments and the recommendation from the Board are duly implemented in a timely manner. The system helps in improving operational and financial efficiency of the Company, safeguarding of assets and prevention and detection of frauds, if any, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures and ensuring compliance with the policies of the Company.

22. DEPOSITS

The Company has not accepted any deposit as per the provisions of Section 73/76 of the Act read with the Companies (Acceptance of Deposit Rules), 2014.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has made an investment in Neogen Ionics Limited ("NIL")- its Wholly owned subsidiary and

as on March 31, 2024 the company holds 50,00,000 Equity shares of a face value of Rs 10 each in NIL and has acquired Buli Chemicals India Private Limited w.e.f. May 3, 2023 by purchasing 4,69,26,000 (100% stake) Equity Shares of a face value of Rs 10 each. The Company has also granted Inter corporate Deposits of Rs 119.10 crore to Neogen Ionics Limited and of Rs 25 crore to Buli Chemicals India Private Limited, during the period under review. Further the Board has granted an in-principle approval for granting of Corporate Guarantee on behalf of Buli Chemicals India Private Limited, Wholly Owned Subsidiary (WOS) upto Rs 50 crore, the details of which is available at https://neogenchem.com/wp-content/ uploads/Outcome09022024.pdf.

The Company holds investment in its Joint Venture Firm Dhara Fine Chem Industries (Partnership firm in which the Company holds 90% share) and 100% stake in Neogen Ionics Limited and Buli Chemicals India Private Limited, the wholly owned subsidiaries of the Company as on March 31, 2024. The said investments made in Joint Venture and the Wholly owned subsidiaries and the ICDs granted to the Wholly Owned Subsidiaries, being exempted in terms of first provisions to section 186 (3) of the Act, the provisions of section 186 to that extent are not applicable to the said transactions. Particulars of loans/ ICDs given and investment made by the Company are provided in the Financial Statements which may be read in conjunction with this report.

24. PARTICULARS OF LOANS GIVEN BY THE DIRECTORS AND/OR THEIR RELATIVES TO THE COMPANY:

During the year the Company has not received any Loan from Directors and/or their relatives.

25. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year, there has been no one-time settlement of Loan and therefore this point is not applicable.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Board of Directors has adopted a policy on related party transactions. As per the Policy on related party transactions, all transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval was obtained for related party transactions which are of repetitive nature and entered

in the ordinary course of business and on an armRs s length basis. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. The said policy is available on the CompanyRs s website https://neogenchem.com/ wp-content/uploads/Policv-on-Materialitv-of-Related- Party-Transactions-and-Dealing-with-Related-Party- Transactions-1.pdf.

The objective of the policy is to ensure proper approval, disclosure and reporting of transactions that are or may be executed by and between the Company and any of its related parties. The related party transactions are as mentioned in notes to accounts which set out the related party transactions disclosures pursuant to IND AS-24. All the transactions/contracts/arrangements, falling within the purview of provisions of section 188 of the Act, entered by the Company with related parties during the year under review are in ordinary course of business and an armRs s length has been maintained in the transaction. The Company has entered into material contract/ arrangement with its wholly owned subsidiaries during the year under review as mentioned in note 41 to the Financial Statement and the same are exempted under the provisions of the section 188 of the Companies Act 2013 and Regulation 23 (5) of Listing Regulations.

The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act 2013, with any other related party and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as Annexure 4, which forms part of this Annual Report.

27 OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention and prohibition of sexual harassment at workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said policy is available at https://neogenchem.com/wp-content/uploads/POSHA- Policy.pdf. The Company has also put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. This process ensures complete anonymity and confidentiality of information.

An Internal Complaints Committee has been constituted to redress the complaints relating to sexual harassment at workplace and implementation of the said Policy, and the Committee was re-constituted by the Board in its board meeting held on February 9, 2024.

During the year under review, the Company has not received any such complaint of harassment.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo as required under Sub-section (3)(m) of Section 134 of the Act, read with Rule 8 (3) Companies (Accounts) Rules, 2014 is enclosed herewith as Annexure 5 to this BoardRs s Report.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

I n accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted CSR Committee. The Company has revised the CSR Policy pursuant to the Companies (Corporate Social Responsibility) Amendment Rules, 2021. The revised CSR policy is available on CompanyRs s website at https:// neogenchem.com/wp-content/uploads/B-CSR.pdf.

In compliance with the provisions of Section 135 of the Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and various notifications/ circulars issued by the Ministry of Corporate Affairs, the Company has contributed an amount of Rs 1.15 crore, as statutorily required towards CSR activities, directly and also through various organizations/trusts engaged in activities specified in Schedule VII of the Act. Your Company has contributed towards CSR activities in the areas of environmental sustainability, promoting and supporting education, forming computer Labs, vermicompost projects, construction of borewell, providing water in village area, preservation of natural resources, contribution towards surgeries, supporting small business and providing livelihood, construction of houses for nomads, providing seed and fertilizers to the farmers, disaster management by providing grocery kits to the flood affected people at Bharuch, rural development and women empowerment projects. The salient features of the CSR policy along with the Report on CSR activities are given in Annexure - 6 to this DirectorsRs Report.

30. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT:

Pursuant to section 131 of the Companies Act, 2013 and the rules made thereunder during the year the company has not revised its Financial Statements or BoardRs s Report for three preceding financial years.

31. DIRECTORSRs RESPONSIBILITY STATEMENT

The DirectorsRs Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Act, shall state that—

a) Applicable accounting standards have been followed along with proper explanation relating to material departures, if any, in preparation of the annual accounts;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds or shares which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

Pursuant to the said IEPF Rules, the Company has uploaded the details of unpaid and unclaimed dividend

on its website at https://neogenchem.com/unclaimed- unpaid-dividend/.

33. CREDIT RATING

CRISIL Ratings Limited and ICRA Limited carried out an annual review of credit facilities availed by the Company. CRISIL has vide its letter dated January 5, 2024, given the rating for the Long-Term Banking Facilities as CRISIL A/ Stable and for a Short-Term Banking Facilities as CRISIL A1. ICRA has vide its letter dated March 8, 2024, given the rating for the Long-Term Banking Facilities as ICRA A-/ Stable and of a Short Term Banking Facilities as ICRA A2.

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

I n compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the certificate required under Schedule V (E) of Listing Regulations from the Secretarial Auditors, forms part of the Corporate Governance Report.

A Secretarial Audit Report and Annual Compliance Certificate for the F.Y. 2023-24 from DVD and Associates, Practicing Company Secretary of the Company forms part of the Directors Report of the Company as Annexure 3 and Annexure 7 respectively.

35. COMPLIANCE OF SECRETARIAL STANDARD OF ICSI

I n terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government with respect to Meetings of Board of Directors and General Meetings.

36. LISTING AGREEMENT

In compliance with SEBI Circular No. CIR/CFD/ CMD/6/2015 dated October 13, 2015, the Company has executed a Uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited, where the shares of the Company got listed on May 8, 2019. The Company has paid Annual Listing Fees to both the Stock Exchanges for Financial Year ending on March 31,2025.

37. PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulation 2015, the Company has adopted a Rs Code of Conduct for Prevention of Insider Trading" ("Code") in the organization. As per the Code, the Company has also adopted Policy on inquiry in case of leak or suspected leak of UPSI and Policy for Determination of Legitimate Purposes ("Policies").

The said Code and policies is available on the CompanyRs s website at https://neogenchem.com/wp- content/uploads/J-Code-of-Conduct-for-Prevention- of-Insider-Trading.pdf. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company.

The Rs Trading WindowRs remains closed from the end of every quarter till 48 hours after the declaration of financial results and the same is closed when Compliance Officer determines that Designated Persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. Ms. Unnati Kanani, Company Secretary of the Company has been designated as the Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

38. ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, customers, suppliers, investors and business associates. The Directors also wish to place on record their deep sense of appreciation for the committed services rendered by each and every employee of Neogen Family. The Directors acknowledge with gratitude, the encouragement and support extended by the CompanyRs s valued stakeholders.