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CORPORATE   STATUTORY  FINANCIAL
                                                                                        OVERVIEW  STATEMENTS  STATEMENTS






                          CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE




            TO THE MEMBERS OF
            FERMENTA BIOTECH LTD.,


            We  have  examined  the  compliance  of  conditions  of  Corporate   the compliance of the conditions of the Corporate Governance.
            Governance by Fermenta Biotech Limited (the Company) (formerly   It is neither an audit nor an expression of opinion on the financial
            known as DIL Limited) for the year ended 31st March 2020, as   statements of the Company.
            stipulated in regulations 17 to 27, clauses (b) to (i) of sub-regulation   Opinion:
            (2) of regulation 46 and paragraph C and D of Schedule V of Securities   Based on our examination of the relevant records and according
            and Exchange Board of India (Listing Obligations and Disclosure   to the information and explanations provided to us and the
            Requirements) Regulations, 2015 (“SEBI Listing Regulations”).
                                                               representations provided by the Management, we certify that
            Managements’ Responsibility:                       the Company has complied with the conditions of Corporate
            The compliance of conditions of Corporate Governance is the   Governance as stipulated in regulations 17 to 27 and clauses (b) to
            responsibility of the Company’s management.  This responsibility   (i) of sub-regulation (2) of regulation 46 and paragraph C and D of
            includes the design, implementation and maintenance of internal   Schedule V of SEBI Listing Regulations during the year ended 31st
            control and procedures to ensure the compliance with the   March,2020.
            conditions of the Corporate Governance stipulated in the SEBI   We state that such compliance is neither an assurance as to the
            Listing Regulations.
                                                               future viability of the Company nor of the efficacy or effectiveness
            Auditors’ Responsibility:                          with which the Management has conducted the affairs of the
            Our responsibility is limited to examining the procedures and   Company.
            implementation thereof, adopted by the Company for ensuring


                                                                                              For V. N. DEODHAR & CO.,
                                                                                               COMPANY SECRETARIES

                                                                                                     V.N.DEODHAR
                                                                                                            PROP.
                                                                                                      FCS NO.1880
            Place: Mumbai                                                                              C.P. No. 898
            Date: 28th August, 2020                                                          UDIN:F001880B000628440







                                                CODE OF CONDUCT

              Declaration as required under Regulation 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
                                                 Requirements) Regulations, 2015


            All Directors and senior management of the Company have affirmed compliance with the Code of Conduct for the financial year ended
            March 31, 2020



                                                                                           for Fermenta Biotech Limited


                                                                                                    Prashant Nagre
            August 28, 2020, Thane                                                             Chief Executive Officer

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