DIRECTOR'S REPORT

Dear Members,

The Board of Directors ("Board") of Fischer Chemic Limited ("The Company") with immense pleasure present their
Report on the business and operations of your company together with the audited financial statements for the financial
year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The Company's performance during the financial year ended 31st March, 2023 is summarized in the following table.

2. TRANSFER TO RESERVES:

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY'S AFFAIR:

During the year under review, the Company recorded total revenue of Rs. 17.95 Lakhs against no revenue in the
previous year. The Company has a Total Comprehensive Loss of Rs. (3.65) Lakhs as compared to Total Comprehensive
Loss of Rs. (23.26) Lakhs in the previous year.

4. DIVIDEND:

Your directors do not recommend any divided.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial
Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the
Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as
required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is not applicable to the Company.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the
Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk
Management Committee and its risk management policy is available on the website of the Company.

10. INTERNAL CONTROL SYSTEM:

The Company's internal controls system has been established on values of integrity and operational excellence and it
supports the vision of the Company "To be the most sustainable and competitive Company in our industry".

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant
audit observations and follow up actions thereon are reported to the Audit Committee.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in
notes of the standalone financial statements.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants
the approval of the shareholders.

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a
policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the
said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses
complaints received on sexual harassment. During the financial year under review, the Company has not received any
complaints of sexual harassment from any of the women employees of the Company.

14. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return FY 2022-23.
www. fischerchemic. in

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year, the Board met 7 times on 30-05-2022, 10-08-2022, 05-09-2022, 17-11-2022, 03-02-2023, 14-02-2023
& 30-03-2023.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has
been no material departure.

• That the selected accounting policies were applied consistently and the Directors 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 as on 31st March,
2023, and that of the profit of the Company for the year ended on that date.

• That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

17. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure A to this report. In terms of provisions of
Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees
drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Company's website. www.fischerchemic.in.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr. Dilip Suryakant Jha is liable to retire by rotation in this ensuing Annual General Meeting and being eligible he has
offered himself for reappointment. Your Directors recommend his re-appointment.

During the financial year: -

-Arthi Khandelwal, resigned on 05^th September 2022 as Independent Director of the Company;

-Nehul Chheda Azad, resigned on 05^th September 2022 as Independent Director of the Company;

-Vedant Ashish Bhatt, resigned as Company Secretary & Compliance Officer of the company on 17th October 2022.

-Ravi Komraih Egurla, resigned on 03^rd February 2023 as Chief Financial Officer of the Company;

-Sejal Soni Bharat, resigned on 03^rd February 2023 as Non-Executive Director of the Company;

-Dharav Chetan Dani, resigned on 03^rd February 2023 as Managing Director of the Company;

-Krishna Kumar Omprakash Dubey, was appointed as Additional Independent Director by the Board on 03^rd February
2023;

-Jeena Dineshchandra Suthar, was appointed as Additional Independent Women Director by the Board on 03^rd February
2023;

-Dilip Suryakant Jha, was appointed as Chief Financial Officer & Director by the Board on 03^rd February 2023;

-Aditya Singh, was appointed as Company Secretary & Compliance Officer by the Board on 03^rd February 2023

Further, in the Extra Ordinary General Meeting held on

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of
them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and
Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to
attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the
positive attributes/criteria while recommending the candidature for the appointment as Director.

21. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. STATUTORY AUDITORS:

The Board of Directors of your Company at its meeting held on 26th September 2020 appointed M/ s Bilimoria Mehta &
Co., Chartered Accountants as Statutory Auditors of your Company for a period of 5 years from the conclusion of the
34th Annual General Meeting till the conclusion of Sixth consecutive Annual General Meeting, based on the
recommendation of the Audit Committee.

23. INTERNAL AUDITORS:

Mis Meenakshi Manish Jain & Associates, was appointed as Internal Auditor of the Company for the financial year 2022¬
2023, further she resigned as Internal Auditor of the Company on 24^th January 2023, due to preoccupations in other
assignments.

The Board of directors in their Board Meeting held on 03^rd February 2023, appointed M/ s S. Ramanand Aiyer & Co. as
Internal Auditor of the Company with immediate effect for the financial year 2022-2023, Quarter 3 & Quarter 4;

23. SECRETARIAL AUDITORS:

The Company has appointed M/ s Nuren Lodaya & Associates, Practicing Company Secretaries (Peer Reviewed Firm) as
Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2022-2023 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial
Audit Report for the FY 2022-2023 is annexed herewith and forms part of this report as Annexure B. Secretarial Audit is
not applicable to the Subsidiary, not being a material subsidiary.

24. COST RECORDS AND COST AUDIT:

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of
cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the
business activities carried out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made
and maintained by the Company for the said period.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR
REPORTS:

Secretarial Auditor Remark 1:

The company was required to file with the recognised stock exchange on a quarterly basis, within twenty one days from
the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the
quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end
of the quarter as per Regulation 13 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the company has made late submission of Statement of Investor Complaints on 1st
of December 2022 for the Quarter ended 30th September 2022.

Board Reply:

The Company has filed the same with delay and has paid the applicable SOP fines to BSE Limited.

Secretarial Auditor Remark 2:

The Company was required to file holding of specified securities and shareholding pattern with the recognised stock
exchange as per the timeline specified in Regulation 31 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the company has made late submission on 1st of December 2022 for
the Quarter ended 30th September 2022.

Board Reply:

The Company has filed the same with delay and has paid the applicable SOP fines to BSE Limited.

Secretarial Auditor Remark 3:

The Company was required to file with the recognised stock exchange the financial for the Quarter ended 30^th September
2022 on or before 14^th November 2023 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, whereas the Company has filed the same on 17^th
November 2023.

Board Reply:

The Company has filed the same with delay and has paid the applicable SOP fines to BSE Limited.

Apart from above there are no qualifications, reservations or adverse remarks or disclaimers made by the auditors and
the practicing company secretary in their reports.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and
Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this
Annual Report as Annexure C.

27. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.

28. VIGIL MECHANISM:

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and
other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors
who express their concerns.

he Vigil Mechanism Policy is available at the website of the Company: www.fischerchemic.in.

29. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section
143(12) of the Act, details of which needs to be mentioned in this Report.

30. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation
of the Board and its Committees were carried out during the year under review.

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Board of Directors at its meeting held on Thursday 30th March 2023 and the members of the Company at their
Extra-Ordinary General Meeting held on Friday 28th April 2023 and pursuant to In-principle approvals granted by BSE
Limited vide their letter dated Friday 16th June 2023 and upon receipt of an amount aggregating to Rs. 2,32,80,000
[Rupees Two Crore Thirty-Two Lakhs Eighty Thousand only] the Board of Directors of the Company in their meeting
held on Thursday 29th June 2023, have considered and approved the Allotment of 23,28,000 fully paid-up Equity Shares
of Rs. 10/- each at par on preferential basis to certain non-promoter persons.

Apart from the above there are no material changes and commitments affecting the financial position of the Company
occurred during the financial year.

32. THE 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 the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and company's operations in future.

33. COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently
3 Committees of the Board, as follows:

• AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act,
2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee as on the date of the report comprises of 3 Non-Executive Independent Directors.

Following are the members of the Committee as on the date of the report.

Sanjay Jayantilal Jain : Non-Executive Independent Director, Chairman

Krishna Kumar Omprakash Dubey : Non-Executive Independent Director, Member

Jeena Dineshchandra Suthar : Non-Executive Independent Director, Member

During the year there were in total five Audit committee meetings held on 09-02-2022, 30-05-2022, 10-08-2022, 17-11-2022

6 14-02-2023.

The Chairperson of Audit Committee was present in previous AGM held on 29/09/2022 to answer shareholder's
queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board for approval;

5 Reviewing and monitoring the auditor's independence and performance and effectiveness of audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

8 Evaluation of internal financial controls and risk management systems.

9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control
systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post¬
audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc.
of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit committee
•NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178
of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Committee comprises of 3 Non-Executive IndependentDirectors.

The Nomination and Remuneration Committee met Once in the Financial Year 2022-2023 on 03/02/2023.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the
Company held on 29/09/2022.

Following are the members of the Committee as on the date of the report.

Sanjay Jayantilal Jain : Non-Executive Independent Director, Chairman

Krishna Kumar Omprakash Dubey : Non-Executive Independent Director, Member

Jeena Dineshchandra Suthar : Non-Executive Independent Director, Member

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel
and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directors' appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters is available on company's website.

Remuneration of Directors

The remuneration of the Managing Director and Whole- Time Director is recommended by the Remuneration
Committee and then approved by the Board of Directors and subsequently by the shareholders in general meeting
within the limits prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no
Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee's.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013
is available at the website of the Company: www.fischerchemic.in Further, criteria of making payments to non-executive
directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 have been published below:

•STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 3 Non-Executive Independent
Directors.

The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance
Officer and helps to expedite the share transfers and related matters. The Committee periodically reviews the status of
stakeholders' grievances and redressal of the same.

The Committee met on 09-02-2022 , 30-05-2022, 10-08-2022, 17-11-2022 & 14-02-2023.

The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual
General Meeting of the Company held on 29^th September 2022.

The composition of the Committee during FY 2022-23 and the details of meetings held and attended by the Directors are
as under:

Following are the members of the Committee as on the date of the report.

Sanjay Jayantilal Jain : Non-Executive Independent Director, Chairman

Krishna Kumar Omprakash Dubey : Non-Executive Independent Director, Member

Jeena Dineshchandra Suthar : Non-Executive Independent Director, Member

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate
certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the
Company.]

34. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the independent directors ("Annual ID Meeting") was convened on 29th March 2022 which
reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual
ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the
Board covering performance of the Board as a whole, performance of the Non-Independent Directors and performance
of the Board Chairman. All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under
Section 149(7) of the Companies Act, 2013.

35. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE
FINANCIAL YEAR 2022-2023:

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment,
duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through
an induction and familiarization program including the presentation and interactive session with the Committee
Members and other Functional Heads on the Company's finance and other important aspects.

36. OTHER DISCLOSURES:

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as
the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and
Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof - Not Applicable.

37. POLICIES:

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the
value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of
certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the
need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available
on the website of the Company.

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial
Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

39. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary
determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and
delivering leading-edge products backed with dependable after sales services. Following the vision your Company is
committed to creating and maximising long-term value for shareholders.

40. SHARE CAPITAL:

During the year under review, there has been no change in the Share Capital of the Company. The authorised share
capital of the Company, as on 31st March, 2023 aggregates 4,00,00,000/- (Rupees Four Crores) which is divided into
40,00,000 (Forty Lakhs) Equity Shares of Rs. 10/- each., whereas the issued share capital of the Company comprises of
1,72,000 Equity Shares of Rs. 10/- each aggregating to Rs. 17,20,000/- (Rupees Seventeen Lakhs Twenty Thousand Only).
Further The Board of Directors at its meeting held on Thursday 30th March 2023 and the members of the Company at
their Extra-Ordinary General Meeting held on Friday 28th April 2023 and pursuant to In-principle approvals granted by
BSE Limited vide their letter dated Friday 16th June 2023 and upon receipt of an amount aggregating to Rs. 2,32,80,000
[Rupees Two Crore Thirty-Two Lakhs Eighty Thousand only] the Board of Directors of the Company in their meeting
held on Thursday 29th June 2023, have considered and approved the Allotment of 23,28,000 fully paid-up Equity Shares
of Rs. 10/- each at par on preferential basis to certain non-promoter persons.

As on date the issued share capital of the Company comprises of 25,00,000 Equity Shares of Rs. 10/- each aggregating to
Rs. 2,50,00,000/- (Rupees Two Crore Fifty Lakhs Only).

41. RECLASSIFICATION OF PROMOTER:

Pursuant to Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
amendments thereof the Company had received a request for Reclassification from "Promoter" category to "Public"
category from from Shri. Sankaranarayanan G M, erstwhile promoter of Fischer Chemic Limited on 19^th January 2023.
The same was approved by the Board of Directors in their meeting held on 03 February 2023 and by the shareholders in
the Extra-Ordinary General Meeting held on 28th April 2023.

The application is submitted to BSE Limited on 11th May 2023 and the same yet to be approved.

42. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation
extended by shareholders, employees, customers, banks, suppliers and other business associates.

By order of the Board
For Fischer Chemic Limited
Sd/-

Mr. Dilip Suryakant Jha

Date: 28th August 2023 Director & CFO

Place: Mumbai DIN: 09829523