The Board of Directors (‘Board') is pleased to present the 71st Annual Report along with the Audited financial statements for the financial year 2022-23 (FY 2022-23).

FINANCIAL HIGHLIGHTS (H in Lakhs)

FINANCIAL RESULTS AND OPERATIONS OF THE COMPANY

During the year under review, the Company on a standalone basis registered total revenue of H33,648.05 Lakhs (Previous Financial year H39,548.68 Lakhs) and Net loss of H5,753.27 Lakhs as against profits of H3,023.73 Lakhs for the financial year 2021-22 (FY 2021-22), based on the performance of the Company.

In view of above, no amount was transferred to reserves for the year under review.

On a Consolidated basis, the Company in FY 2022-23 recorded total revenue of H35,763.77 Lakhs (Previous Year H40,665.16 Lakhs) and Net loss of H5,149.77 Lakhs (H1,544.71 Lakhs profit in the in the corresponding FY 2021-22).

DIVIDEND

The Board of Directors has recommended a final equity dividend of H1.25 (25%) per equity share for FY 2022-

23 (Previous year H1.25 i.e., 25% per equity share) for members' approval. The final equity dividend, if approved by the Members at the 71st Annual General Meeting (‘AGM'), will result in a cash outflow of H36,788,733.75/. The said dividend recommendation is in accordance with the Dividend Distribution Policy of the Company which is available on the website of the Company at https://fermentabiotech.com/policies.php.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for FY 2022-23 ("CFS") include financials of its subsidiaries and associate companies (collectively referred as ‘Subsidiaries/ Associate') i.e. Fermenta Biotech (UK) Limited (United Kingdom), Fermenta Biotech GmbH (Germany), Fermenta USA LLC (USA), Fermenta Biotech USA LLC (USA), G. I. Biotech Private Limited, Aegean Properties Limited (‘Subsidiaries'), and Health and Wellness India Private Limited (‘Associate'). The CFS of the Company and its Subsidiaries/ Associate are prepared in accordance with the relevant Indian Accounting Standards (Ind AS) notified under the Company (Indian Accounting Standards) Rules, 2015 and other applicable provisions. CFS together with Auditors' Report thereon forms part of this Annual Report.

COMPOSITE SCHEME OF AMALGAMATION

As reported earlier, the Company made an application to BSE Limited in FY 2021-22 to seek approval/ no objection for the Composite Scheme of Amalgamation and Arrangement amongst DVK Investments Private Limited ("Transferor Company 1") and Aegean Properties Limited ("Transferor Company 2") and Fermenta Biotech Limited ("Transferee Company" or "Company") and their respective Shareholders (‘Composite Scheme of Amalgamation and Arrangement').

Pursuant to No-Objection Letter dated May 30, 2022 issued by BSE Limited and subsequent filing of an application for the Composite Scheme of Amalgamation and Arrangement before the National Company Law Tribunal, Mumbai Bench (‘NCLT') and compliance of applicable regulatory provisions the NCLT vide its order dated May 08, 2023, approved the Composite Scheme of Amalgamation and Arrangement. The effective date for the said Composite Scheme of Amalgamation and Arrangement of the Transferor companies and Transferee Company was May 24, 2023 (‘Effective Date').

Post Effective Date, the Company issued and allotted 150,75,318 equity shares of face value of H5/- each, fully paid-up, to the members of the Transferor Company 1, whose names were registered as members in the Members' Register of the Transferor Company 1 as on the Record Date i.e., of June 02, 2023, in accordance with the NCLT order.

Share capital:

The authorised and paid-up share capital of the Company remained unchanged during FY 2022-23.

However, in terms of the NCLT Order dated May 08, 2023, the Authorised Share Capital of the Company increased to H31,83,00,000 (Rupees Thirty-One Crores Eighty-Three Lakhs) divided into 6,35,00,000 (Six Crores, Thirty-Five Lakh) equity shares of H5/- (Rupees Five only) each, and 1,60,000 (One Lakh, Sixty Thousand) unclassified shares of H5/- (Rupees Five only) each, effective May 24, 2023. The Paid-up share capital of the Company remains unchanged.

SUBSIDIARY COMPANIES

The individual financial statements of the Company's Subsidiaries / Associate are not attached to the financial statements of the Company for FY 2022-23. The financial information of the Company's Subsidiaries/ Associate provided in this Section, shall be read with the information provided under the heading ‘Consolidated Financial Statements' in this report. In accordance with the provisions of Sub-Section (3) of Section 129 of the Companies Act, 2013 ("Act"), read with Rule 5 and Rule 8 of the Companies (Accounts) Rules, 2014 (as amended from time to time), a separate statement containing salient features of the financial statements of Company's Subsidiaries / Associate in Form AOC-1 is attached to this report as Annexure I and forms part of this Board's report. The audited accounts of the Company's Subsidiaries and standalone and consolidated financial statements of the Company are available at the Company's website at https://fermentabiotech.com/annual-report. php. Members may write to the Company at info@ fermentabiotech.com for a copy of separate financial statements of Company's subsidiary(ies).

A strike-ofi application dated February 14, 2023 was made with the Ministry of Corporate Affairs (‘MCA') by the Company's subsidiary named G I Biotech Private Limited (CIN U24230MH2004PTC148220). Thereafter, MCA approved the said strike ofi application.

As per the terms of NCLT Order dated May 8, 2023 regarding Composite Scheme of Amalgamation and Arrangement, the Company's Holding company, DVK Investments Private Limited (Transferor Company 1) and the Company's subsidiary, Aegean Properties Limited (Transferor Company 2) ceased to exist w.e.f. May 24, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

The Company is engaged in pharmaceuticals, manufacturing and marketing Active Pharmaceutical Ingredients (‘APIs'), biotechnology and environmental solutions and renting of properties. MD&A covering details of the business of the Company is provided in Corporate Overview section and forms part of this report.

INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT

In order to identify, analyse, and address potent risks in a systematic manner, your Company has developed and implemented risk management policy. It also maintains adequate internal control systems, commensurating to its size and nature of operations. Periodical reporting(s), compliance with applicable laws and Company's procedures are duly complied.

The Company has in place defined processes and check including Risk Control Matrix in relation to internal financial control. All the risk control matrices are audited and commented upon by Internal Auditors as well. Company's internal team reviews various Risk Audit Control Matrices including for Capex, logistics, human resource and payroll, treasury, Financial Statements Closure Policy, inventory production, order to cash, taxation, procure to pay, on regular intervals. The Company also operates in a difierent geographical segment mainly in Europe and USA through its wholly owned subsidiary companies respectively. The internal team of the Company manages this challenging job from Company's Head Ofice at Thane, Maharashtra. The independent Auditors auditing the financials of these two subsidiaries confirm in their Audit reports about presence of strong internal control systems.

The Company's internal control systems are routinely reviewed and certified by Statutory Auditors and Internal Auditors. During the year under review, the Company's Internal Auditors, M. M. Nissim & Co., Chartered Accountants, conducted and reported the effectiveness and eficiency of internal control system including adherence to procedures as per the policies of the Company and regulatory requirements as well.

The Company has an experienced and qualified finance department which plays an important role in implementing and monitoring the internal control procedures and compliance with statutory requirements. The Audit Committee and the Board of Directors review thereport(s)oftheindependentInternalAuditorsatregular intervals along with the adequacy, effectiveness and observations of the Internal Auditors regarding internal control system and recommends improvements and remedial measures, wherever necessary. The Company has implemented the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") effective FY 2022-23.

HUMAN RESOURCES

The information required under sub rule (1) of rule 5 and sub rule (2) of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Sub-Section (12) of Section 197 of the Act in respect of employee remuneration and other details forms part of this report and provided as Annexure II. Other applicable information for the above provisions will be made available to the members upon request.

The Company had a headcount of 550 employees as on the end of financial year 2022-23. The Company maintained cordial relation with its employees at all locations.

Employee Stock Options

During FY 2022-23, the Company has not granted any options under ‘Fermenta Biotech Limited- Employee Stock Option Plan 2019' ("ESOP 2019").

Disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI Circular dated June 16, 2015 are provided at Company's website at https:// fermentabiotech.com/investorfirelations.php

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In accordance with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and

Redressal) Act, 2013 and the Rules framed thereunder (‘POSH') as amended from time to time, the Company has formulated a code on ‘Redressal of Grievances Regarding Sexual Harassment' for redressal of grievances and to protect women against any harassment at workplace. The Internal Committee has been duly constituted in all locations of the Company in terms of the POSH Act and rules. The Company is committed to providing a safe and conducive work environment to all its employees and associates.

Details of complaints during the year under review.

INFORMATION TECHNOLOGY

Company has implemented a robust IT infrastructure within the organisation. The IT system enables your Company to be proactive and ensures a mechanism that predicts upcoming events and developments, and thus, helps it stay ahead of the competition. The eficient and agile IT ecosystem ensures lowering of errors/ duplications and, hence, enhances work eficiency and productivity across functions. Moreover, the system also strengthens business relationships due to its capability of managing an extensive business network.

We understand, significant disruptions of IT systems or breaches of information security could adversely afiect our business. We extensively rely upon sophisticated IT systems (including cloud services) to operate our business. We produce, collect, process, store and transmit large amounts of confidential information (including personal information and intellectual property).

We are constantly enabling businesses with new, innovative platforms for ERP, CRM, Vendor Invoice Management that enable the evolution of a real time enterprise. FBL also continues to work with public cloud vendors selectively to move workloads wherever found economically viable.

Regular awareness and training programmes are being conducted around IT and Information Security to ensure that all employees understand the criticality of IT and use it judiciously for the betterment of the organisation."

DEPOSITS

In FY 2022-23, your Company has not accepted any deposits under Section 73 of the Act including rules framed thereunder. There is no deposit with the Company which is not in compliance with the requirements of Chapter V of the Act. No principal or interest on deposit has remained unpaid or unclaimed as on March 31, 2023.

CREDIT RATING

As on March 31, 2023, there is a revision in Company Credit rating issued by CARE Ratings Limited as mentioned below: I. Long-term Banking Facilities, the rating is CARE BBB+; Negative (Triple B Plus; Outlook: Negative) [Previous Year: CARE A-; Stable-Single A Minus; Outlook: Stable] II. Short-term Banking Facilities, the rating is CARE A3+ (A Three Plus) [Previous Year: CARE A2-A Two]

DIRECTORS

Independent Directors:

Independent Directors have made relevant declarations to the Company including confirmation(s) that the conditions of independence laid down in Sub-Section (6) of Section 149 of the Act and Regulation 25 of the Listing Regulations are duly complied. In the opinion of the Board, the Independent Directors of the Company possess necessary integrity, proficiency, expertise and experience.

Directors, and Key Managerial Personnel (‘KMP'):

As reported earlier, the members have appointed the following Directors on the recommendation of the Board of Directors of the Company: i. Mr. Pramod Kasat was appointed as an Additional Director w.e.f. May 30, 2022 and as an Independent Director w.e.f. August 12, 2022. ii. Mr. Satish Varma (DIN: 00003255) as an Executive Director of the Company (Key Managerial Personnel) for a period of 3 years w.e.f. September 27, 2022. iii. Ms. Anupama Datla Desai (DIN: 00217027) as an Executive Director of the Company (Key Managerial Personnel) for a period of 3 years w.e.f. September 27, 2022.

In accordance with provisions of the Act and the Articles of Association of the Company, Ms. Rajeshwari Datla, Non- Executive Director (DIN: 00046864) is liable to retire by rotation at the AGM and is eligible for re-appointment. Brief profile of Ms. Rajeshwari Datla is provided along with the Notice of the 71st Annual General Meeting and forms part of this report.

Except as mentioned above, no Director or KMP has resigned or appointed during the year under review.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Details of the annual performance evaluation are provided in the Corporate Governance Report, attached as Annexure III to this report.

AUDITORS

The Company appointed S R B C & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 324982E/ E300003) as the Statutory Auditors of the Company at their 70th AGM held on August 12, 2022 for a term of five consecutive years from the conclusion of 70th AGM till the conclusion of 75th AGM of the Company to be held in the year 2027.

S R B C & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 324982E/E300003) has issued Auditors' Reports with unmodified opinion on the Audited Financial Statements (Standalone and Consolidated) for FY 2022-23. Auditors have not reported any ofience or incident pertaining to Sub-Section (12) of Section 143 of the Act.

SECRETARIAL AUDIT REPORTS AND COMPLIANCE CERTIFICATE

In terms of Section of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of Listing Regulations, Mr. Pradeep Purwar (Membership No FCS-5769), Pradeep Purwar and Associates, Company Secretaries (‘Secretarial Auditor'), was appointed to conduct the Secretarial Audit of the Company for FY 2022-23.

The Secretarial Auditor has submitted: (a) an unqualified Secretarial Audit report; and (b) a certificate confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by any statutory authority, which are annexed to this report as Annexure IV and Annexure V, respectively and forms part of this report.

The Secretarial Auditor has issued Secretarial Compliance Report under regulation 24A of Listing Regulations for FY 2022-23 which has been filed with the BSE Limited within the statutory time period.

COST AUDITORS

Pursuant to the provisions of Sub-Section (1) of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), the Company is required to maintain the cost records, and conduct the cost audit in respect of applicable products manufactured by the Company for the year under review.

Joshi Apte & Associates, Cost Accountants (Firm Registration Number–00240) ("Cost Auditors") issued an unqualified Cost Audit report for the FY 2021-22 and the same was filed with Ministry of Corporate Affairs (MCA) within the due date.

The Cost Auditor will issue the Cost Audit Report for FY 2022-23 and the same will be reviewed by the Board and filed with MCA within the stipulated timeline.

On the recommendation of the Audit Committee, the Board of Directors appointed Joshi Apte & Associates, Cost Accountants (Firm Registration Number–00240), as the Cost Auditor of the Company for the financial year ending March 31, 2024, to conduct the cost audit in respect of applicable products manufactured by the Company.

Pursuant to the provisions of Sub-Section (3) of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), members' consent is sought for payment of remuneration to the Cost Auditor for FY 2023-24, as mentioned in item no. 4 to the Notice of 71st AGM of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Sub-Section (5) of Section 134 of the Act, with respect to Directors' Responsibility Statement for the year under review, it is hereby confirmed that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) the directors had 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 and of the profit and loss of the Company for that period. (c) the directors had 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 had prepared the annual accounts on a going concern basis. (e) the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Sub-Section (3) of Section 92 read with clause (a) of Sub-Section (3) of Section 134 of the Act, a copy of Annual Return as on March 31, 2023, is available on the Company's website at https://www.fermentabiotech. com/annual-returns.php

CODE OF CONDUCT

In accordance with provisions of Listing Regulations, the Company has formulated a Code of Conduct applicable to the Board Members and the Senior Management Personnel. The said code of conduct has been uploaded on the website of the Company at: https://fermentabiotech. com/policies.php. All the members of the Board of Directors and the Senior Management Personnel has afirmed annual compliance with the Code of Conduct, as on March 31, 2023.

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company, inter-alia, adopted a Code of Conduct for Prohibition of Insider Trading Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, as amended from time to time. Codes adopted by the Company pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, are displayed on the Company's website at https:// fermentabiotech.com/policies.php

Mr. Srikant N Sharma is the Compliance Officer for the said Code of Conduct.

NOMINATION AND REMUNERATION POLICY

In accordance with Sub-Section (4) of Section 178 of the Act, the Nomination and Remuneration Policy (‘Remuneration Policy') of the Company, is available on Company's website at https://fermentabiotech.com/ policies.php. The salient features of the Nomination and Remuneration Policy, inter alia, are: (a) Objectives, (b) Matters to be recommended by the Committee to the Board, (c) Criteria for appointment of Director / KMP / Senior management, (d) Additional Criteria for Appointment of Independent Directors, (e) Appointment and Remuneration of Directors, (f) Policy on Board Diversity, (g) Appointment, removal, and Remuneration of KMP / Senior management and other employees of the Company, (h) Criteria for Evaluation of Independent Director and the Board, (i) Succession planning for appointment to the Board of Directors and Senior Management, (j) Directors' and Oficers' (D & O) Liability Insurance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of any loans or guarantees provided or investments made by the Company covered under the provisions of Section 186 of the Act and Rules made thereunder during FY 2022-23 are as provided in the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions entered during FY 2022-23 were on an arm's length basis and in the ordinary course of business. All ‘material' Related Party Transactions, which were repetitive in nature, were approved through omnibus route.

During FY 2022-23, the Company has not entered into any material related party transaction as per the provisions of the Act and Related Party Transactions Policy (‘RPT Policy') of the Company. In view of this, disclosure in form AOC-2 is not applicable. The brief particulars of the Company's policy on dealing with RPT Policy are covered in Corporate Governance report. The RPT policy is available on Company's website at https:// fermentabiotech.com/policies.php

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per clause (m) of Sub-Section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 (as amended from time to time) forms part of this report and is given in Annexure VI to this report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of Listing Regulations, the Corporate Governance Report along with the Corporate Governance Certificate issued by Mr. Pradeep Purwar (COP No. 5918), from Pradeep Purwar and Associates, Company Secretaries, for the financial year 2022-23 is provided as Annexure III and forms part of this report. Details of number of Board meetings, board diversity and expertise, composition of the Audit Committee and establishment of Vigil Mechanism as required under the Act are provided in the Corporate Governance Report. All mandatory recommendations made by the committee(s) were reviewed and accepted by the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR')

Based on CSR committee's recommendations and as per the CSR Policy of the Company, the Board approved the CSR activities vis-a-vis Annual Action Plan, amount to be spent on CSR activities, implementation and monitoring of the same for the FY 2022-23. Annual report on CSR activities of the Company for FY 2022-23 including composition of the CSR Committee is provided in Annexure VII to this report and forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34 of Listing Regulations mandates certain companies to file Business Responsibility and Sustainability Report (‘BRSR'). Though our Company is not within the parameters of Regulation 34, we have however submitted BRSR for FY 2022-23 under Regulation 34 of Listing Regulations (essential indicators) which forms part of this report and attached as Annexure VIII.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERNSTATUSANDCOMPANY'S OPERATIONS IN FUTURE

During FY 2022-23, there was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations.

OTHER DISCLOSURES:

During FY 2022-23:

I. There has been no change in the nature of business of the Company, as on the date of this Report; II. No application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016; III. Valuation related details for FY 2022-23 in respect of one-time settlement of loan from the Banks or Financial Institutions were not applicable; and IV. There were no material changes and commitments afiecting the financial position of the Company between the end of the financial year and the date of this Report.

SECRETARIAL STANDARDS

During FY 2022-23, the Company has complied with the provisions of applicable Secretarial Standards issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government.

DETAILS OF SHARES IN DEMATERIALISATION (DEMAT) SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Regulation 34 read with Schedule V of Listing Regulations, the details of the shares in the Dematerialization Suspense Account/ Unclaimed Suspense Account for FY 2022-23 are as follows:

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) (Disha to work)

The details and other information regarding unclaimed equity dividend that has been transferred to IEPF (upto FY 2014-15) are provided in the Notes Section to the Notice of 71st AGM.

ACKNOWLEDGEMENTS

The Board of Directors would like to express its appreciation to the employees of the Company at all levels, members, bankers, financial institutions, regulatory bodies and other business associates for their support during the year under review.

CAUTIONARY STATEMENT