On a standalone basis, the Company registered a total income of ' 47,415.16 Lakhs for FY 2025-26 compared to a total income of ' 44,220.95 Lakhs for previous financial year 2024-25 ('FY 2024-25'). During FY 2025-26, the Company earned profit of ' 6,428.36 Lakhs as against the profit of ' 6,761.54 Lakhs in FY 2024-25.

On a consolidated basis, the Company registered a total income of ' 54,781.46 Lakhs for FY 2025-26 compared to a total income of ' 48,129.58 Lakhs for FY 2024-25. During FY 2025-26, the Company earned profit of ' 7,025.43 Lakhs as against the profit of ' 7,640.28 Lakhs in FY 2024-25.

The Board does not propose to transfer any amount to the general reserves, and the entire amount of profit for the year forms part of the 'Retained Earnings'.

Health and Wellness India Private Limited (refer note 9A of the consolidated financial statements) and the said associate company is under liquidation. Company's CFS together with Auditors' Report thereon forms part of this Annual Report.

During FY 2025-26, the Company inter alia engaged in pharmaceuticals, manufacturing and marketing Active Pharmaceutical Ingredients, biotechnology, environmental solutions and renting of properties. MD&A covering details of the business of the Company is covered in this Annual Report.

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

Defined processes and checks including risk control matrix in relation to internal financial control are in place. Company's internal team reviews various risk audit control matrixes 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's finance department plays an important role in implementing and monitoring the internal control procedures and compliance with statutory requirements. The Company's internal control systems are also routinely reviewed and certified by Statutory Auditors and Internal Auditors. During FY 2025-26, the Company's Internal Auditors, M. M. Nissim & Co., Chartered Accountants (ICAI Firm Registration No: 107122W/W100672), conducted and reported the effectiveness and efficiency of internal control system including adherence to procedures as per the policies of the Company and statutory requirements as well. The Company has implemented the provisions of Regulation 21 of Listing Regulations.

The Audit Committee and the Board of Directors review the report(s) of the independent Internal Auditors at regular 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 information required under sub-rule (1), sub-rule (2) and sub-rule (3) 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 is provided as Annexure 2. The additional information for the above provisions of the Act will be made available to the Members upon their request.

The Company had a headcount of 630 employees as on March 31, 2026. The Company maintained cordial relations with its employees at all locations.

Details of complaints with respect to the above during the year under review are:

a. Number of complaints filed during the financial year: NIL

b. Number of complaints disposed of during the financial year: NIL

c. Number of complaints pending as on the end of the financial year: NIL

d. Number of cases pending for more than ninety days: NIL

During FY 2025-26: (a) Ms. Rajashri Ojha (DIN: 07058128) was re-appointed as an Independent Director for a second term for the period of 3 (three) consecutive years with effect from April 1, 2025; (b) the Members of the Company at the 73^rd AGM of the Company re-appointed Ms. Anupama Datla Desai (DIN: 00217027) and Mr. Satish Varma (DIN: 00003255) as Executive Directors of the Company (Key Managerial Personnel), for a period of 3 (three) years w.e.f. September 27, 2025.

In accordance with provisions of the Act, regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, Ms. Rajeshwari Datla (DIN: 00046864) is retiring by rotation at the 74^th AGM, and being eligible, has offered herself for re-appointment.

Brief profile of Director being appointed is provided along with the notes to the AGM notice which forms part of this Board's Report. Except as mentioned above, no Director or KMP has resigned or is appointed during FY 2025-26.

Each Director of the Company has confirmed that he/she is not disqualified to act as director in terms of Section 164 of the Act. 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 16 and 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.

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations and in accordance with the parameters suggested by the Nomination and Remuneration Policy, the Board of Directors carried out an annual evaluation for FY 2025-26, of its own performance, and that of its Committees and individual directors. The evaluation was undertaken by way of internal assessments, based on a combination of detailed questionnaires and verbal discussions. Details of the annual performance evaluation are provided in the Corporate Governance Report attached as Annexure 3 to this report.

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.

The Corporate Governance Report pursuant to Regulation 34 read with Schedule V of Listing Regulations and the Corporate Governance Compliance Certificate issued by Mr. Vinayak Deodhar (FCS No. 1880, COP No. 898) from V. N. Deodhar & Co., Company Secretaries, for the FY 2025-26 are provided as Annexure 3 and Annexure 4 respectively and form part of this report. Mandatory details including 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 accepted by the Board of Directors. Certificate pursuant to sub regulation 8 of Regulation 17 read with Part B of Schedule II of the Listing Regulations, as referred to in the Corporate Governance Report, is provided as Annexure 11 and forms part of this report.

SRBC has issued Auditors' Reports on the Audited Financial Statements (Standalone and Consolidated) for FY 2025-26, and there is no qualification, reservation, adverse remark or disclaimer made by SRBC in their Reports and hence, those do not call for any explanation or comments as per Section 134(3)(f) of the Act.

Auditors have not reported any fraud, offence or incident pertaining to Sub-Section (12) of Section 143 of the Act.

annual general meeting held on August 12, 2025 to conduct the annual Secretarial Audit of the Company from financial year 2025-26 till financial year 2029-30 . The Secretarial Auditor has submitted the following which form part of this report:

(a) the Secretarial Audit report (annexed to this report as Annexure 5).There is no qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor in the report and hence, it does not call for any explanation or comments as per Section 134(3)(f)(ii) of the Act; and

(b) a certificate confirming that none of the directors on the Board of Directors of the Company has been debarred or disqualified from being appointed or continuing as directors of the Company by any statutory authority (annexed to this report as Annexure 6).

The Secretarial Auditor has issued Secretarial Compliance Report for FY 2025-26 under regulation 24A of Listing Regulations read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, which has been filed with BSE Limited within the statutory time period.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with rules thereunder, the Company is required to maintain the cost records and conduct cost audit in respect of applicable products manufactured by the Company for the year under review.

The Cost Auditor will conduct cost audit and issue the cost audit report for FY 2025-26 and the same will be reviewed and considered by the Board and then filed with MCA within the stipulated timelines.

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 on March 31, 2027, to conduct the cost audit in respect of applicable products manufactured by the Company.

Pursuant to the provisions of Section 148 of the Act read with relevant rules thereunder, Members' consent is sought for payment of remuneration to the Cost Auditor for FY 2026-27, as mentioned in the Notice of 74^th AGM of the Company.

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, 2026, is available on the Company's website at https:// www.fermentabiotech.com/annual-returns.php

In accordance with the provisions of Section 178 of the Act, the Nomination and 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 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 Officers' (D & O) Liability Insurance.

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 2025-26 are as provided in the financial statements.

During FY 2025-26, the Company has not entered into any material related party transaction as per the thresholds mentioned in the Listing Regulations, Act and the RPT Policy. In view of this, disclosure in form AOC-2 is not applicable. The brief particulars of the Company's Policy on dealing with RPTs are covered in Corporate Governance report. The RPT policy is available on Company's website at https://fermentabiotech.com/policies.php

The Company's IT team plays a crucial role to support functioning of various departments and facilities of the Company and has also contributed in successful completion of various regulatory audits. IT also ensures business continuity through data security. In this respect, the data back-up and safety procedures are in place. The Company uses industry leading IT infrastructure and software applications to ensure that the information flow is seamless, and it helps business to take timely decisions and actions. Employees are key for ensuring of information security and hence their awareness is initiated during onboarding induction training itself.

In FY 2025-26, 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 the Act. No principal or interest on deposit has remained unpaid or unclaimed as on March 31, 2026.

During FY 2025-26, there was a revision in Company credit rating issued by CARE Ratings Limited. As on March 31, 2026, the credit rating was as mentioned below.

I. Long-term Bank Facilities: CARE BBB; Outlook: Stable (Triple B; Outlook: Stable) [Revised from CARE BBB-; Outlook: Stable (Triple B Minus; Outlook: Stable)]

II. Short-term Banking Facilities: CARE A3+, (Revised from CARE A3).

Information as per clause (m) of Sub-Section (3) of Section 134 of the Act read with relevant rules thereunder forms part of this report and is given in Annexure 7 to this report.

Implementation and monitoring of Company's CSR activities for FY 2025-26 were approved by the Board of Directors based on CSR Committee's recommendations, CSR Policy of the Company, CSR activities vis-a-vis Annual Action Plan, and amount to be spent on CSR activities. Annual report on CSR Activities of the Company for FY 2025-26 including composition of the CSR Committee is provided in Annexure 8 that forms part of this report. The CSR Policy of the Company is available on the website of the Company at https://fermentabiotech.com/policies.php. Out of the total CSR obligation for FY 2025-26, ' 15,20,000/- has been transferred to Prime Minister National Relief Fund pursuant to second proviso to Sub-section (5) of Section 135 of the Act and the reason for the same is provided in the aforesaid Annual Report on CSR Activities which forms part of this report.

The Company is voluntarily providing BRSR under Regulation 34 of Listing Regulations which is provided in Annexure 9 to this report and forms part of this report.

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 is available 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 affirmed annual compliance with the Code of Conduct as on March 31, 2026. The declaration signed by the Chief Executive Officer (Managing Director) confirming the same is provided as Annexure 10 to this report and forms part of this report.

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company, inter-alia, adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. Codes adopted by the Company pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 are available on the Company's website at https://fermentabiotech.com/policies.php. Mr. Varadvinayak Khambete is the Compliance Officer of the said Code of Conduct.

During FY 2025-26, there was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations.

During FY 2025-26, 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.

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 2025-26 are as follows:

The details and other information regarding unclaimed equity dividend that has been transferred to IEPF (upto FY 2017-18) are provided in the Notes Section to the Notice of 74^th AGM.

During FY 2025-26:

a) There has been no change in the nature of business of the Company;

b) No application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016;

c) Valuation related details for FY 2025-26 in respect of one-time settlement of loan from the Banks or Financial Institutions were not applicable;

d) No shares with differential voting rights and sweat equity shares have been issued;

e) There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report;

f) The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

The Board places on record its appreciation for the persistent support from the Members, customers, supply chain partners, distributors, bankers, regulatory bodies, business associates and other stakeholders for their continued co-operation and support to the Company.

The Board of Directors would also like to express its gratitude to all the employees of the Company who have contributed to the Company's success.