Fermenta Biotech Ltd

The Board of Directors (‘Board') of your Company is pleased to present the 73rd Annual Report along with the audited financial statements for the financial year ended on March 31, 2025 ('FY 2024-25').

Financial performance of the Company for FY 2024-25 is summarised below:

(T in Lakhs)

On a standalone basis, the Company registered a total income of Rs. 44,220.95 Lakhs compared to a total income of Rs. 31,524.46 Lakhs for previous financial year 2023-24 ('FY 2023-24'). During FY 2024-25, the Company earned profit of Rs. 6,761.54 Lakhs as against the loss of Rs. 1,874.33 Lakhs in FY 2023-24.

On a consolidated basis, the Company registered a total income of Rs. 48,129.58 Lakhs compared to a total income of Rs. 34,747.02 Lakhs for FY 2023-24. During FY 2024-25, the Company earned profit of Rs. 7,640.28 Lakhs as against the loss of Rs. 2,400.87 Lakhs in FY 2023-24.

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'.

The Board of Directors has recommended a final equity dividend of Rs. 2.50 (50%) per equity share for FY 2024-25 (Previous year Rs. 1.25 i.e. 25% per equity share) for members' approval. The final equity dividend, if approved by the Members at the 73rd Annual General Meeting ('AGM'), will result in a cash outflow of Rs. 7,35,77,467.50. 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. Other details pertaining to the Dividend are covered in the notice of AGM.

The consolidated financial statements of the Company for FY 2024-25 ('CFS') include financials of its subsidiaries ('Subsidiaries') i.e. Fermenta Biotech (UK) Limited (United Kingdom), Fermenta Biotech GmbH (Germany), Fermenta USA LLC (USA) and Fermenta Biotech USA LLC (USA). The CFS of the Company and its Subsidiaries are prepared in accordance with the relevant Indian Accounting

Standards (Ind AS) notified under the Company (Indian Accounting Standards) Rules, 2015 and other applicable statutory provisions. The Company has investment in an associate company i.e. 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.

The individual financial statements of the Company's Subsidiaries are not attached to the financial statements of the Company for FY 2024-25. The financial information of the Company's Subsidiaries 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 1 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 on ls@fermentabiotech.com for a copy of separate financial statements of Company's subsidiary(ies).

There are no companies which have become or ceased to be subsidiaries and/or associate of the Company during FY 2024-25. The Company has incorporated a wholly-owned subsidiary named Fermenta Environment Solutions Private Limited with effect from May 1, 2025 as per the Certificate of Incorporation issued by the Ministry of Corporate Affairs.

During FY 2024-25, 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 forms part of 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 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'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 2024-25, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘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) 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 is provided as Annexure 2. Other applicable information for the above provisions will be made available to the members upon their request.

The Company had a headcount of 606 employees as on March 31, 2025. The Company maintained cordial relations with its employees at all locations.

The Company has ‘Fermenta Biotech Limited - Employee Stock Option Plan 2019' (‘ESOP 2019') in place. During FY 2024-25, no options were granted under ESOP 2019.

During FY 2024-25, there were no changes made to ESOP 2019 and the same is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. (‘SBEBSE Regulations'). In compliance with the Regulation 13 of the SBEBSE Regulations, a certificate from Secretarial Auditor of the Company, confirming implementation of ESOP 2019 in accordance with the said regulations will be available electronically for inspection by the Members during the AGM of the Company. Disclosures pursuant to Regulation 14 of SBEBSE Regulations are provided at Company's website https://fermentabiotech.com/investor_relations.php

Your Company is committed to prevent and control the sexual harassment at workplace and to provide a safe and conducive work environment to all its employees and associates. 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. The Internal Committee has been duly constituted for all locations of the Company in terms of POSH.

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 2024-25, the members of the Company:

• re-appointed Mr. Krishna Datla (DIN: 00003247) as a Whole-time Director of the Company, designated as Executive ViceChairman, for a period of 3 (three) years w.e.f. May 9, 2024, by way of Postal Ballot;

• re-appointed Mr. Prashant Nagre (DIN: 09165447) as the Managing Director of the Company for a period of 3 (three) years w.e.f. May 9, 2024, by way of Postal Ballot;

• accorded their approval at the 72nd AGM of the Company for continuation of Ms. Rajeshwari Datla (DIN: 00046864) as a NonExecutive Director on the Board of Directors of the Company after attaining Seventy-Five (75) years of her age on April 1, 2025;

• appointed Mr. Ramanand Mundkur (DIN: 03498212) as an Independent Director for the first term for a period of 3 (three) consecutive years with effect from November 14, 2024, by way of Postal Ballot;

• appointed Ms. Rajashri Ojha (DIN: 07058128) as an Independent Director for a second term for the period of 3 (three) consecutive years with effect from April 1, 2025, by way of Postal Ballot.

• Dr. Gopakumar Nair (DIN: 00092637) retired as an Independent Director on May 16, 2024, pursuant to completion of his second term as an Independent Director, in accordance with the provisions of the Act. The Board wishes to place on records its appreciation to Dr. Nair for his valuable contribution and guidance made during his tenure as Independent Director of the Company.

The Board, on recommendation of Nomination and Remuneration Committee, appointed Mr. Varadvinayak Khambete (Membership No: A33861) as Company Secretary of the Company pursuant to the provisions of Section 203(2) read with Section 2(51) of the Companies Act, 2013, applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Nomination and Remuneration Policy of the Company and other applicable statutory provisions, with effect from July 24, 2024, in place of outgoing Company Secretary Mr. Srikant Sharma. The Board wishes to place on record its appreciation to Mr. Sharma for his valuable contribution during his tenure as Company Secretary of the Company.

In accordance with provisions of the Act and the Articles of Association of the Company, Ms. Anupama Datla Desai (DIN: 00217027) is retiring by rotation at the 73rd AGM, and being eligible, has offered herself for re-appointment. Further, members' approval is also being sought for re-appointment of (a) 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, 2025; and (b) 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, 2025.

Brief profile of Directors 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 2024-25.

All the Directors of the Company have confirmed that they are not disqualified to act as director in terms of Section 164 of the Act.

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, 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 2024-25, 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 2024-25 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.

The Company has appointed SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 324982E/E300003) as the Statutory Auditors of the Company ('SRBC') at its 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.

SRBC has issued Auditors' Reports on the Audited Financial Statements (Standalone and Consolidated) for FY 2024-25, 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.

In terms of Section 204 of the Act and regulation 24A of Listing Regulations, Mr. Vinayak Deodhar (FCS No. 1880, COP No. 898) from V. N. Deodhar & Co., Company Secretaries ('Secretarial Auditor'), was appointed to conduct the Secretarial Audit of the Company for FY 2024-25. 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) 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 2024-25 under regulation 24A of Listing Regulations read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 which has been filed with BSE Limited within the statutory time period.

In accordance with Regulation 24A of Listing Regulations read with Section 204 of the Act, and upon recommendation of the Audit Committee, appointment of Mr. Vinayak Deodhar (FCS No. 1880, COP No. 898) from V. N. Deodhar & Co., Company Secretaries, as Secretarial Auditor of the Company, for a term of 5 (five) years i.e. for Financial Year 2025-26 till Financial Year 2029-30 is proposed for members' approval at the ensuing 73rd AGM of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with rules thereunder, the Company is required to maintain cost records and conduct 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 FY 2023-24 and the same was filed with MCA within due date.

The Cost Auditor will conduct cost audit and issue the cost audit report for FY 2024-25 and the same will be reviewed and considered by the Board and then filed with MCA within stipulated timelines.

On 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, 2026, to conduct 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 2025-26, as mentioned in the Notice of 73rd 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, 2025, is available on the Company's website at https:// www.fermentabiotech.com/annual-returns.php

In accordance with provisions of Section 178 of the Act, Nomination and Remuneration Policy of the Company is available on Company's website at https://fermentabiotech.com/policies.php . The salient features of 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 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 2024-25 are as provided in the financial statements.

The Company has Related Party Transactions Policy (‘RPT Policy') in place. All related party transactions (‘RPTs') entered during FY 2024-25 were on an arm's length basis and in the ordinary course of business. All RPTs and subsequent material modifications thereto are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPTs as per the applicable provisions of the Act and Listing Regulations.

During FY 2024-25, 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 2024-25, 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, 2025.

During FY 2024-25, there was a revision in Company credit rating issued by CARE Ratings Limited. As on March 31, 2025, 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: Negative (Triple B Minus; Outlook: Negative)]

II. Short-term Banking Facilities: CARE A3 (A Three) [Reaffirmed]

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 2024-25 were approved by the Board 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 2024-25 including composition of the CSR Committee is provided in Annexure 8 to this report and forms part of this report.

BRSR under Regulation 34 of Listing Regulations 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 Senior Management Personnel. The said Code of Conduct is available on the website of the Company at https://fermentabiotech. com/policies.php All members of the Board of Directors and Senior Management Personnel have affirmed annual compliance with the Code of Conduct. 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 for the said Code of Conduct.

During FY 2024-25, 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 2024-25, 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 2024-25 are as follows:

The details and other information regarding unclaimed equity dividend that has been transferred to IEPF (upto FY 2016-17) are provided in the Notes Section to the Notice of 73rd AGM.

During FY 2024-25:

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 2024-25 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 shareholders, customers, suppliers, distributors, bankers, regulatory bodies, business associates and other stakeholders.

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.

Statements in this report including Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations, or predictions may be ‘forward-looking statements' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements.

For and on behalf of the Board of Directors

Chairman

(DIN: 0200067)

May 28, 2025, Thane