NSEGeneral Updates1d ago · 31 Aug 2026, 11:10 pm

General Updates

Neogen Chemicals Limited · NEOGEN

✦ AI SummaryDivestiture

Neogen Chemicals Limited has informed the Exchange about the execution of a Business Transfer Agreement (BTA) between its wholly-owned subsidiary, Neogen Ionics Limited, and another wholly-owned subsidiary, Neogen Morita New Materials Limited, for the sale of an undertaking for a lumpsum consideration of Rs. 245 Crore.

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Full Announcement

Neogen Chemicals Limited has informed the Exchange about disclosure pursuant to regulation 30 (9) read with Schedule III of the SEBI LODR.

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NEOGEN_31082026230945_BTAdisclosurefinal.pdf

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August 31, 2026 BSE Limited National Stock Exchange of India Limited Department of Corporate Services Listing Department, Floor 25, Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Mumbai 400 001 Bandra Kurla Complex, Bandra (East), Scrip Code No: 542665 Mumbai – 400 051 Debt Segment Code: 977028 Company Symbol: NEOGEN Dear Sir/Madam, Sub: Disclosure pursuant to regulation 30 (9) read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). With reference to the captioned subject, we wish to inform you that the Board of Directors of Neogen Ionics Limited (“NIL”) – a wholly owned subsidiary of Neogen Chemicals Limited (“the Company”) and the Board of Neogen Morita New Materials Limited (“NML”)- a wholly owned subsidiary of NIL and a step down wholly owned subsidiary of the Company, had at its meeting held today i.e., Monday, August 31, 2026, inter alia considered and approved the Execution of Business Transfer Agreement (“BTA”) between NIL and NML for sale/ transfer of undertaking/ assets as mentioned in detail in the annexure to the BTA by NIL to NML, on a going concern basis, for a lumpsum consideration of Rs. 245 Crore, subject to approval of shareholders of NIL and such regulatory approvals, as may be required and completion of condition precedents as set out in the BTA. Further the necessary approvals were granted by the shareholders of NIL for the said transaction in its meeting held today i.e. August 31, 2026. The details pursuant to Regulation 30 of the Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, as amended from time to time (“SEBI Circulars”), with respect to the said BTA is enclosed herewith as Annexure 1. The above information is also being uploaded on the Company’s website at https://neogenchem.com/announcements/ > other disclosure pursuant to regulation 30 and at the website of the NSE (www.nseindia.com) and BSE (www.bseindia.com). Kindly take the above information on your records. Thanking you, For Neogen Chemicals Limited Unnati Kanani Company Secretary & Compliance Officer Mem. No: A35131 Place: Thane Encl.: As above Registered Office: 1002, Dev Corpora, Cadbury Junction, E: sales@neogenchem.com T: +91 22 2549 7300 Eastern Express Highway, Thane (W) 400 601, India. W: www.neogenchem.com F: +91 22 2549 7399 CIN No. L24200MH1989PLC050919 Annexure 1 Execution of BTA for Sale/ transfer of undertaking/ assets by NIL to NML PARTICULARS DETAILS a) the amount and percentage of the turnover The amount and percentage of the turnover or revenue or or revenue or income and net worth income and net worth contributed by the said undertaking of contributed by such unit or division or NIL during the last financial year is as under: undertaking or subsidiary or associate Particulars Rs. in crores % company of the listed entity during the last Revenue from Nil 0% of consolidated financial year; operations as per revenue of the Profit and Loss Company and of Statement for the the NIL year ended on March 31, 2026 Net worth as per 155.52 19.05% of Balance Sheet as consolidated net at March 31, 2026 worth of the Company and 57.36% of consolidated net worth of NIL b) date on which the agreement for sale has The Business Transfer Agreement shall be executed in a weeks’ been entered into; time, between NIL and NML (“BTA”). c) the expected date of completion of Likely to be completed on or before March 31, 2027. sale/disposal; d) consideration received from such The undertaking is proposed to be transferred to NML as a going sale/disposal; concern, subject to necessary approvals and customary completion of condition precedents and in accordance with the BTA. The value of such consideration including the relevant assets and after deducting the relevant liabilities, aggregates to a net amount of Rs. 245 Crore. The aforesaid consideration shall be received on or before March 31, 2027, as per the terms and conditions set out under the BTA. e) brief details of buyers and whether any of Neogen Ionics Limited (“NIL”) – is a wholly owned subsidiary of the buyers belong to the promoter/ Neogen Chemicals Limited (“the Company”) and Neogen Morita promoter group/group companies. If yes, New Materials Limited (“NML”)- is a wholly owned subsidiary of details thereof; NIL and a step down wholly owned subsidiary of the Company. NIL and NML are not a member of promoter and promoter group of the Company. f) whether the transaction would fall within Yes, the transaction falls under the category of related party related party transactions? transaction(s) between a wholly owned subsidiary (i.e. NIL) and If yes, whether the same is done at “arm’s step-down wholly owned subsidiary (i.e. NML) of the Company length”; (i.e. Neogen Chemicals Limited). The Company is interested in NIL and NML, to the extent of the share capital held by the Registered Office: 1002, Dev Corpora, Cadbury Junction, E: sales@neogenchem.com T: +91 22 2549 7300 Eastern Express Highway, Thane (W) 400 601, India. W: www.neogenchem.com F: +91 22 2549 7399 CIN No. L24200MH1989PLC050919 Company in NIL and NML. The said transaction is exempted under regulation 23 of Listing Regulations and section 188 of the Companies Act, 2013 and the same is done at an arm’s length basis. g) whether the sale, lease or disposal of the The said transaction does not form part of any scheme of undertaking is outside Scheme of arrangement. The said transaction will be undertaken pursuant Arrangement? If yes, details of the same to the BTA executed between NIL and NML. including compliance with regulation 37A of LODR Regulations. The said undertaking of NIL does constitute an undertaking in terms of Section 180 of the Companies Act, 2013. Therefore, approvals under Section 180 of the Companies Act, 2013 is obtained. Further as the transaction is between a wholly owned subsidiary (i.e. NIL) and a step-down wholly owned subsidiary (i.e. NML) of the Company (i.e. NCL) the approval under regulation 37A of Listing Regulations is not applicable. Additional details in case of a slump sale, as applicable for amalgamation/merger are provided as under: h) name of the entity(ies) forming part of the The BTA shall be executed between NIL and NML. transaction, details in brief such as, size, turnover etc.; NIL is an unlisted public limited company incorporated under the laws of India on March 29, 2023, and is a wholly owned subsidiary of the Company, having its registered office at 1002, 10th Floor, Dev Corpora Building, Cadbury Junction, Khopat, Thane (W) – 400601, Maharashtra, India. It has presence in India. NIL is engaged in the business of manufacturing of Chemicals (including but not limited to Specialty Organic and Inorganic Chemicals) comprising of battery materials, electrolyte, electrolyte salts, electrolyte additives and others as specified in detail in Memorandum of Association of NIL. Its authorised capital is 1,00,00,000 Equity Shares of Rs. 10 each amounting to Rs. 10,00,00,000 and paid – up capital is 99,00,000 Equity Shares of Rs. 10 each amounting to Rs. 9,90,00,000. Its Turnover as on March 31, 2026 was Rs. 35.97 crore. NML is an unlisted public limited company incorporated under the laws of India on July 30, 2025, and is a wholly owned subsidiary of NIL and Step-down wholly owned subsidiary of the Company, having its registered office at 1002, 10th Floor, Dev Corpora Building, Cadbury Junction, Khopat, Thane (W) – 400601, Maharashtra, India. It has presence in India. NML is engaged in the business of manufacturing of Chemicals (including but not limited to Specialty Organic and Inorganic Chemicals) comprising of electrolyte salts such as LiPF6, NaPF6 and others, as specified in detail in Memorandum of Association of NML. Its authorised capital is 99,00,000 Equity Shares of Rs. 10 each amounting to Rs. 9,90,00,000 and paid – up capital is 72,00,000 Equity Shares of Rs. 10 each fully [Showing first 8,000 characters — download PDF for full document]