The Board of Directors ('Board') of your Company is pleased to present the 74^th Annual Report along with the audited financial
statements for the financial year ended on March 31, 2026 ('FY 2025-26').

1. FINANCIAL HIGHLIGHTS

Financial performance of the Company for FY 2025-26 is summarised below:

2. FINANCIAL RESULTS AND OPERATIONS OF THE COMPANY

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'.

3. DIVIDEND

The Board of Directors has recommended a final equity dividend of ' 3.75 (75%) per equity share for FY 2025-26 (Previous year
' 2.50 i.e. 50% per equity share) for Members' approval. The final equity dividend is subject to approval of Members at the ensuing
Annual General Meeting (‘AGM') and deduction of tax at source, as required under the law and will result in a cash outflow of
' 1103.66 lakhs. 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.

4. CONSOLIDATED FINANCIAL STATEMENTS AND SUBSIDIARY COMPANIES

The consolidated financial statements of the Company for FY 2025-26 (‘CFS') include financials of its subsidiaries ('Subsidiaries')
i.e. Fermenta Biotech (UK) Limited (United Kingdom), Fermenta Biotech GmbH (Germany), Fermenta USA LLC (USA), Fermenta
Biotech USA LLC (USA) and Fermenta Environment Solutions Private Limited. 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 2025-26. 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 1and 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).

The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations'), and the same is hosted on the
Company's website at https://fermentabiotech.com/policies.php. There are no material unlisted subsidiaries of the Company.

The Company has incorporated a wholly-owned subsidiary named Fermenta Environment Solutions Private Limited (‘FESPL')
with effect from May 1, 2025 as per the Certificate of Incorporation issued by the Ministry of Corporate Affairs. Through Business
Transfer Agreement dated September 30, 2025, the environment unit of the Company has been transferred to FESPL by way of a
slump sale effective October 01, 2025. Other than above, no company became or ceased to be a subsidiary and/or associate of the
Company during FY 2025-26.

5. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

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.

6. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT

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.

7. HUMAN RESOURCES

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.

Employee Stock Options

The Company has 'Fermenta Biotech Limited - Employee Stock Option Plan 2019' (‘ESOP 2019') and Fermenta Biotech Limited
- Employee Stock Option Scheme 2025' (‘ESOP 2025') in place. During FY 2025-26, the Company has adopted ESOP 2025 and
approved limit for grant upto 5,00,000 employee stock options ('Options') exercisable into not more than the same number of
equity shares of face value of ' 5 each, as per the approval of Members at their annual general meeting held on August 12, 2025.
During the financial year 2025-26, 56,500 options were granted under aforesaid ESOP plans. There were no material changes
made to ESOP 2019 and ESOP 2025 and the same are 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 and ESOP 2025 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

Prevention of Sexual Harassment of Women at Workplace

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. The Company treats every employee with dignity and respect, fosters to create
a workplace which is safe and free from any act of sexual harassment. 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 and the same is uploaded on Company's website at https://
fermentabiotech.com/policies.php . Internal Committees have been duly constituted for all locations of the Company in terms of
POSH to ensure implementation and compliance with the provisions of the Act and the Rules.

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

8. DIRECTORSDirectors and Key Managerial Personnel (‘KMP’)

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.

Annual Performance Evaluation

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 3to this report.

9. 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.

10. CORPORATE GOVERNANCE REPORT

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 3and Annexure 4respectively 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 11and forms part of this report.

11. AUDITORS
Statutory Auditors

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 70^th AGM held on August 12, 2022 for a term of five consecutive years from the
conclusion of 70^th AGM till the conclusion of 75^th 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 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.

Secretarial Auditor

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 by Members of the Company at the 73^rd

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.

Cost Auditors

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.

Joshi Apte & Associates, Cost Accountants (Firm Registration Number - 00240) (‘Cost Auditors') issued an unqualified cost audit
report for the FY 2024-25 and the same was filed with MCA within the due date.

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.

12. 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, 2026, is available on the Company's website at https:// www.fermentabiotech.com/annual-returns.php

13. NOMINATION AND REMUNERATION POLICY

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.

14. 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 2025-26 are as provided in the financial statements.

15. RELATED PARTY TRANSACTIONS

The Company has Related Party Transactions Policy (‘RPT Policy') in place. All related party transactions (‘RPTs') entered during
FY 2025-26 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 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

16. INFORMATION TECHNOLOGY (‘IT’)

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.

17. DEPOSITS

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.

18. CREDIT RATING

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).

19. 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 relevant rules thereunder forms part of this
report and is given in Annexure 7to this report.

20. CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)

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 8that 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.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (‘BRSR’)

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

22. 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 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 10to 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.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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.

24. COMPLIANCE OF SECRETARIAL STANDARDS

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.

25. 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 2025-26 are as follows:

26. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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.

27. OTHER DISCLOSURES:

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.

28. ACKNOWLEDGEMENTS

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.

CAUTIONARY STATEMENT

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 of
Fermenta Biotech Limited

Pradeep M. Chandan
Chairman

(DIN: 0200067)

May 26,2026, Thane