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DIRECTORS' REPORT

Genomic Valley Biotech Ltd.

GO
Market Cap. ( ₹ in Cr. ) 7.41 P/BV 1.88 Book Value ( ₹ ) 12.89
52 Week High/Low ( ₹ ) 62/20 FV/ML 10/1 P/E(X) 20.82
Book Closure 30/12/2024 EPS ( ₹ ) 1.17 Div Yield (%) 0.00
Year End :2025-03 

The Directors of the Company take pleasure in presenting the 31st Annual Report on the business and
operations of the Company along with the Audited Financial Statements (Standalone) for the financial year
ended 31st March, 2025.

FINANCIAL RESULT

The company performance for the financial year ended on March 31, 2025 is summarized below:

Particulars

2024-25

2023-24

Revenue from Operations

84,39,394

16,50,750

Other Income

44,660

15,003

Total Revenue

84,84,054

16,65,753

Total Expenses

40,69,678

15,14,273

Profit before Exceptional Items and Tax

44,14,376

1,51,480

Exceptional Item

-

-

Profit before Tax

44,14,376

1,51,480

Tax Expenses

8,53,444

-339

Profit After T ax for the year

35,60,932

1,51,818

EPS

1.17

0.05

STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

During the aforesaid period, the revenues from operations stood at Rs 84,39,394/- Further, the
Company had incurred total expenses of Rs. 40,69,678/-.

• THE CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year we added human genomics
services.

PRESENT AND FUTURE PROSPECTIVES:

PRESENT ACTIVITIES

1. Providing consultancy in:

a. High-Tech Cultivation through Environment Controlled Poly Houses, NFT & DFT etc.

b. Organic Farming — Open Field Cultivation using Bio-Fertilizer.

2. Trading in agricultural and horticultural products

3. Providing Next Generation Sequencing (NGS) services.

4. Genetic Counselling for Preventive and Targeted Therapeutics.

5. We have signed an agreement with Artemis Hospital Gurgaon to leverage their state-of-the-art wet lab for
Next-Generation Sequencing (NGS) analysis, enhancing precision in genomic research and diagnostics.

6. Celebrating our key milestones achieved during the year.

This year has been pivotal for Genomic Valley, as we accomplished several major milestones that highlight our
dedication to innovation, collaboration, and excellence in genomics:

• Website Development and Optimization:

We launched and optimized a dynamic website to serve as a hub for our services and values. This platform
enhances customer engagement, provides seamless access to information, and reflects our commitment to
cutting-edge innovation.

• Expansion of Services and Offerings:

We broadened our service portfolio to include advanced genomic pipelines like Whole Genome
Sequencing, Exome Sequencing, Gut Microbiome Analysis, and Targeted Sequencing Panels. These
expansions demonstrate our focus on meeting diverse healthcare and research needs.

• Projects on Chronic Kidney Disease and Ayurveda Hair Follicle Growth Study:

We initiated two groundbreaking projects: one exploring the genetic basis of Chronic Kidney Disease
(CKD) and another combining genomics with Ayurveda in a Hair Follicle Growth Study. These initiatives
underline our ability to merge traditional and modern approaches to tackle healthcare challenges.

• Database Creation and Market Research:

By building a comprehensive database and conducting in-depth market research, we have enhanced our
understanding of healthcare trends, enabling us to deliver solutions that meet the needs of patients and
clinicians effectively.

• Events, Workshops, and Webinars:

Organizing events, workshops, and webinars with academic institutions, healthcare providers, and industry
leaders. These engagements have strengthened our expertise, visibility, and partnerships.

• Chatbot and Domain Setup:

To enhance customer interaction, we developed and deployed a chatbot along with domain setup. These
tools provide instant support and improve the user experience on our platform.

• Email Marketing, Invoicing, and CRM Setup:

We integrated email marketing, invoicing, and customer relationship management (CRM) tools to
streamline communication and operations, ensuring efficient processes and improved client engagement.

• Razorpay Setup, Payment Integration, and Server Setup:

With Razorpay integration and server setup, we have built a secure and efficient payment system on our
website, ensuring seamless transactions and reinforcing trust with our clients.

FUTURE ACTIVITIES

1. Pharmaceutical Genomics and Biomanufacturing:

o To pioneer the integration of genomics in pharmaceutical development for targeted therapies.
o To establish scalable and efficient biomanufacturing processes for producing biologics and gene
therapies.

o To contribute to global drug discovery efforts through genomic insights and AI-driven
methodologies.

2. Research and Development:

o To lead innovations in all areas of human genomics, with a specific focus on identifying novel
genetic biomarkers and therapeutic targets in oncology.
o To integrate Next-Generation Sequencing (NGS) with AI for rapid, precise, and cost-effective
oncology diagnostics.

o To establish strategic collaborations with academic and industry leaders for translational cancer
research.

3. Radiogenomic Innovations in Cancer Diagnosis and Treatment:

o Lead advancements in radiogenomics by integrating imaging and genomic data to enhance cancer
diagnosis and personalized treatment strategies.

o Identify novel genetic biomarkers and therapeutic targets through radiogenomic analysis, with a
specific focus on improving precision in oncology.

o Develop machine learning-driven models to correlate radiological features with genetic mutations,
facilitating early detection and accurate classification of cancer subtypes.
o Create robust, user-friendly applications for clinical use, enabling healthcare providers to access
predictive insights and optimize patient care.

BIOTECHNOLOGY INDUSTRY GROWTH

The growth of Biotechnology industry as per Transparency Market Research is estimated to observe substantial
growth during 2010 and 2018 as investments from around the world are anticipated to rise, especially from
emerging economical regions of the world. The report states that the global market for biotechnology, studied
according to its application areas, shall grow at an average annual growth rate of CAGR 11.6% from 2012 to
2018 and reach a value worth USD 414.5 billion by the end of 2018. This market was valued approximately
USD 216.5 billion in 2011. The market of bio agriculture, combined with that of bio seeds, is projected to
reach a value worth USD 27.46 billion by 2019. The field of biopharmaceuticals dominated the global
biotechnology market and accounted for 60% shares of it in the year 2011. Many biotechnological industries
flourished by the technological advancements leading to new discoveries and rising demands from the
pharmaceutical and agricultural sectors.

PUBLIC DEPOSIT

During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025, stood at Rs.9,00,00,000/- divided into
90,00,000 equity shares of Rs. 10/- each. The Paid-up Equity Share Capital as of March 31, 2025, stood at
Rs.3,05,45,000/-divided into Rs. 30,54,500 equity shares of Rs.10/-each fully paid.

Share Capital

March 31, 2025

March 31, 2024

Authorized Capital

9,00,00,000

9,00,00,000

Issue Capital

8,15,00,000

8,15,00,000

Subscribed Capital

7,69,73,000

7,69,73,000

Less: Share Forfeiture

4,64,28,000

4,64,28,000

Paid Up Capital

3,05,45,000

3,05,45,000

LOANS. GUARANTEES & INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act,
2013 (“the Act”) are given in the notes to the financial statements
.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500) listed entities based
on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the
Company does not fall under top 500 listed Companies based on market capitalization, therefore, this regulation
is not applicable to the Company

DIVIDEND

Although there is profit in the Company during the year but need to conserve resources for the expansion of the
business of your Company, Board expresses its inability to declare any dividend for the financial year 2024-25.

RESERVES

The company is having less profit in financial year 2024-25. Therefore, no amount was transferred into reserve
account.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments effecting the financial position of the company which have
occurred during the financial year 2024-25 of the company to which the financial statement relates to the date
of this report.

BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Company is managed and controlled by a Board comprising an optimum blend of Executives and Non¬
Executive Professional Directors. As on March 31, 2025; the Board of Directors consists of Five (4) Directors
including One (1) Managing Director cum Executive Director, One (1) Non-executive Independent Director
and Two (2) Non- Executive and Non-Independent Director including one Woman Director. All the Directors
possess the requisite qualifications and experience in general Corporate Management, Finance, banking and other
allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the
Company.

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company along with changes as
placed during the Financial Year 2024-2025.

Sr.

No.

Name of Directors

Designation

DIN

Date of
Appointment

Date of
Resignation

1.

Mr. Yogesh Agrawal

Managing Director

01165288

07/09/2015

-

2.

Mr. Praveen Kumar

Non-Executive -

09165954

30/06/2023

28/08/2024

Mishra*

Independent Director

3.

Mrs. Parul Agrawal

Non -
Executive Non -
Independent Director

01165188

14/02/2024

4.

Mr. Ashok Kumar

Additional (Non -
Executive Non -
Independent Director)

07647876

14/11/2023

5.

Mr. Yogesh Agrawal

Chief financial officer

-

30/06/2023

-

6.

Mrs. Anupam Aditya

Company Secretary &
Compliance Officer

-

31/03/2023

-

7.

Mr. Ashok Kumar
Khattar

Additional Non-Executive
and Independent Director

00516458

06/12/2024

08/01/2025

8.

Mr. Satendra Kumar
Goyal

Non-Executive

and Independent Director

08767544

09/05/2024

-

9.

Mr. Yogainder Kumar
Gupta*

Non-Executive

and Independent Director

03094998

30/05/2025

-

*Appointed as Additional Non-Executive Independent Director after closure of financial year.

Change in Board Composition:

Mr. Ashok Kumar Khattar was appointed as an Additional Non-Executive (Independent) Director on the Board
with effect from 06th December, 2024 and resigned as Non-Executive (Independent) Director w.e.f. 08th
January, 2025.

Mr. Praveen Kumar Mishra was resigned as Non-Executive (Independent) Director with effect from 28th August,
2024.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart
from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual
calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate
them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a
special and urgent business need, the Board’s approval is taken by passing resolutions by circulation, as
permitted by law, which is noted and confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are
held at registered office. The Agenda of the Board / Committee meetings is set by the Company Secretary in
consultation with the Chairman of the Company. The Agenda is circulated a week prior to the date of the
meeting.

The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the
meeting to enable the Directors to take an informed decision.

During the Financial Year 2024-25, Six Board meetings were held on:

1. 09th May, 2024

2. 29th July, 2024

3. 5th September, 2024

4. 07th October, 2024

5. 06th December, 2024

6. 14th February, 2025

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

The details of attendance of each director at the Board meetings are as given below:

Name of Director Date of Original Date of Number of Board Number of Board

Appointment Cessation Meetings eligible to Meetings attended

attend

Mr. Yogesh Agrawal

07/09/2015

-

6

6

Mr. Praveen Kumar
Mishra

30/06/2023

28/08/2024

2

2

Mrs. Parul Agrawal

14/02/2024

-

6

6

Mr. Ashok Kumar

14/11/2023

-

6

0

Mr. Satendra Kumar Goyal

09/05/2024

-

5

5

COMMITTEES AND THEIR MEETINGS

> Audit Committee

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013
and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of:

o Mr. Satendra Kumar Goyal (Non-Executive and Independent Director, Chairman)*.
o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director).
o Mr. Ashok Kumar (Non- Executive and Non- Independent Director).

* Mr. Satendra Kumar Goyal was appointed as Independent Director on 09th May, 2024 and Mr Praveen
Kumar Mishra resigned from the Independent Director on 28th August, 2024.

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process,
reviewing the financial statements and recommending the appointment of Auditors. All the recommendations
made by Audit Committee were accepted.

During the year, Four (09/05/2024, 29 / 07 / 2024, 07/10/2024, 14/02/2025) Audit Committee Meetings were
held.

> NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Committee’s scope of work includes nominate the directors as per their qualifications, experience and
positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying
guidelines for remuneration package or compensation etc.

The Committee comprises of:

o Mr. Satendra Kumar Goyal (Non-Executive and Independent Director, Chairman)*.
o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director).
o Mr. Ashok Kumar (Non- Executive and Non- Independent Director).

* Mr. Satendra Kumar Goyal was appointed as Independent Director on 09th May, 2024 and Mr Praveen
Kumar Mishra resigned from the Independent Director on 28th August, 2024.

o During the year 04 Nomination and Remuneration Committee Meeting was held on 09/05/2024,

29 / 07 / 2024, 07/10/2024, 14/02/2025.

> STAKEHOLDERS & RELATIONSHIP COMMITTEE

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non¬
receipt of dividend/notices /annual reports, etc.

The Committee comprises of:

o Mr. Satendra Kumar Goyal (Non-Executive and Independent Director, Chairman)*.
o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director).
o Mr. Ashok Kumar (Non- Executive and Non- Independent Director).

* Mr. Satendra Kumar Goyal was appointed as Independent Director on 09th May, 2024 and Mr Praveen
Kumar Mishra resigned from the Independent Director on 28th August, 2024.

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year 01 Stakeholders & Relationship Committee Meeting was held on 14.02.2025.

> RISK MANAGEMENT COMMITTEE

The Company’s Risk Management Committee comprises all the 1 Independent Directors and non-executive
director.

The Committee comprises of:

o Mr. Satendra Kumar Goyal (Non-Executive and Independent Director, Chairman)*.
o Mrs. Parul Agrawal (Non- Executive and Non-Independent Director).
o Mr. Ashok Kumar (Non- Executive and Non- Independent Director).

* Mr. Satendra Kumar Goyal was appointed as Independent Director on 09th May, 2024 and Mr Praveen
Kumar Mishra resigned from the Independent Director on 28th August, 2024.

o During the year 01 Risk Management Committee Meeting was held on 14.02.2025.

> INDEPENDENT DIRECTOR’S MEETING

During the year 2024-25, one meeting of Independent Directors was held on 12th June 2024.

DIRECTOR’S RESPONSIBILTY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the
management, the directors hereby confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been followed
and there are no material departures from the same;

b) we have selected such accounting policies and applied them consistently and made judgements 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 at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) we have prepared the annual accounts on a going concern’ basis;

e) we have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

f) we have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the Financial Year 2024-25 as required under Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report
as
Annexure - I.

DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed under the Companies Act, 2013 read with Regulations 16 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified
from continuing their appointment as Independent Director.

During the year under review the non- executive directors of the company had no Pecuniary relationship or
transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses
incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent
Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria of
independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank
maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, all the Independent
Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of
the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof,
both the Independent Directors are exempted from undertaking online proficiency self-assessment test conducted
by the IICA.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to
evaluate the performance of individual Directors, including the Chairman of the Board who were
evaluated on parameters such as level of engagement and contribution and independence of judgment
thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The board also carried out an annual performance evaluation of the
working of its Audit, Nomination and Remuneration as well as stakeholder relationship
committee. The Directors expressed their satisfaction with the evaluation process. The Board of
Directors reviewed all the laws applicable to the company, prepared by the company and taking
steps to rectify instances of non-compliances

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as
prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are mentioned below:

A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014

Name of the
Director/ and
KMP

Designation

Remuneration (in
Lakhs) 2024-25

Remuneration

in

Consideration

Resignation

Dated

Mr. Yogesh
Agrawal

Managing Director & CFO

-

-

-

Mr. Praveen
Kumar Mishra

Non-Executive - Independent
Director

-

-

28/08/2024

Mrs. Parul
Agrawal

Non - Executive Non -
Independent Director

-

-

-

Mr. Ashok
Kumar

Non - Executive Non -
Independent Director

-

-

-

Mr. Ashok
Kumar Khattar

Non-Executive and
Independent Director

-

-

08/01/2025

Mr. Satendra
Kumar Goyal

Non - Executive and
Independent Director

-

-

-

Mrs. Anupam
Aditya

Company Secretary &
Compliance Officer

Rs. 1.80 Lakhs

-

-

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions
which is also available on Company’s website at
www.genomicvalley.com. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions between the Company and
Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in
mind the potential or actual conflicts of interest that may arise because of entering into these transactions.
Transactions with related parties as per AS - 18 have been disclosed in the notes forming part of Financial
Statements. All Related Party Transactions are placed before the Audit Committee for review and approval.
Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which
are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length. All
Related Party Transactions are subjected to independent review by a reputed accounting firm to establish
compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on
Arm’s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the
annual consolidated turnover as per the last audited financial statements, were entered during the year by
your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)
(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.

The Company’s Internal Control Systems are commensurate with the nature of its business and the size and
complexity of its operations. It comprises audit and compliance by internal auditor.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the
financial transactions and review various business processes. Independence of the Internal Auditors and
therefore compliance is ensured by the direct report of internal audit division and Internal Auditors to the Audit
Committee of the Board.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement the Risk
Management Policy for the Company including identification therein of elements of risk, if any, which is in the
opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Risk
management committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which may threaten the existence of the
Company.

PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance
for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and
designated employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the trading window is closed. The Board is responsible for implementation of the
Code. All Board Directors and the designated employees have confirmed compliance with the Code.

DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE

Mrs. Parul Agrawal appointed as an Director (Non-executive and Non-Independent Director in the company is
a wife of Mr. Yogesh Agrawal who is a Managing Director of the company.

SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard
on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

AUDITORS

> STATUTORY AUDITORS

M/s ANDROS & CO. (Firm Reg. No. 008976N), Chartered Accountants, was re-appointed as the Statutory
Auditors of the Company at the Annual General Meeting held on 30th December 2024 for a term of five years,
covering the financial years 2024-25 to 2028-29. They shall hold office from the conclusion of the 30th
Annual General Meeting until the conclusion of the 35th Annual General Meeting, and their remuneration for
the said period shall be fixed by the Board of Directors as per the agreed terms.

M/s Andros & Co. has conducted the Statutory Audit of the Company for the Financial Year 2024-25.

AUDITOR’S REPORT

The Auditor’s Report for financial year ended March 31, 2025, does not contain any qualification, reservation or
adverse remarks. All Observations made in the Independent Auditors’ Report and Notes forming part of the
Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident
of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year.
The Auditor’s report is enclosed with the financial statements in this Auditor’s Report.

> SECRETARIAL AUDITORS

The Company has appointed SBR & Co. LLP, Company Secretaries as Secretarial Auditors of the Company for
carrying out the secretarial audit for the financial year 2025-30.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025, is annexed herewith as
Annexure-II. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

> INTERNAL AUDITOR

Mr. Navjyoti Kumar Jha has been appointed as Internal Auditors of the Company to conduct the Internal Audit
of the company for the Financial Year 2024-25.

> COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the
Company.

CORPORATE GOVERNANCE

As per Regulation 27(2) of the SEBI (LODR) Regulations, 2015 Corporate governance provisions are not
applicable to a listed entity only if the paid-up equity share capital is less than Rs. 10 Crore and net-worth is less
than Rs. 25 Crore. Since the company having Paid up capital is Rs. 3,05,45,000/- and Net Worth is Rs.
3,89,81,533/- which is not exceeding the limits as specified above. Therefore, the compliance with the Corporate
Governance provision specified in the applicable Regulation shall not be applicable to the Company.

PREVENTION OF SEXUAL HARRASMENT

The Company is an equal opportunity provider and has zero tolerance in any form or manner towards the
sexual harassment of women at work place. In accordance with the Sexual Harassment of Women at
Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy on
prevention, prohibition and redressal of sexual harassment of women at work place. The Company has
constituted Internal Complaints Committee which meets as and when required.

No complaints pertaining to sexual harassment of women employees were received during the year.

Sexual Harassment Complaints Report

Status of Complaints during the year

No. of Complaints

Number of complaints of Sexual Harassment pending at the beginning of the
quarter

0

Number of complaints of Sexual Harassment received during the year

0

Number of complaints of Sexual Harassment disposed off during the year

0

Number of complaints / cases pending for more than 90 days

0

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE
PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT. 1961

There have been no claims for benefits by any female employees during the financial year 2024-25.

POLICY ON DTRECTORS’APPOTNTMENT AND REMUNERATIONS. DISCHARGE OF THETR
DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies
Act, 2013 for formulization the criteria for determining qualifications, positive attributes and
independence of a Directors and recommend to the Board a policy relating to the remuneration for the
Directors, Key Managerial Personnel and other employees. Further, the Directors of the Company are
being paid remuneration as approved by the Shareholders and Board as per the provisions of the Act and
rules made thereunder.

FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy during
the year, which was approved by the Board of Directors. The Policy provides for evaluation of the Board,
the Committee of the Board and individual Directors, including the Chairperson of the Board. The policy
provides that evaluation of the performance of the Board as a whole, Board Committees and Directors
shall be carried out on an annual basis.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis,
describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward
looking statements’ within the meaning of applicable laws and regulations. Although the expectations are
based on reasonable assumptions, the actual results might differ.

APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS)
specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, and the
rules made thereunder, as amended from time to time, every Company shall place a copy of the annual
return on the website of the Company, if any, and the web-link of such annual return shall be disclosed in
the Board's report. The Annual Return, is due to be published, pending upgradation of the website of the
Ministry of Corporate Affairs.

CORPORATE SOCIAL RESPONSIBILITY

Provisions relating to Corporate Social Responsibility enumerated under Section 135 of the Companies
Act, 2013 was not applicable to the Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO

A. Conservation of Energy

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in
respect of conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the company during the year under review. Expenditure on Power and
fuel during the current financial year is as under:

Particulars

2024-25

2023-24

Expenditure on Power and fuel

NIL

NIL

However, the company at various intervals motivates their employees to conserve energy through regular
reminders.

B. Technology Absorption

The company has made efforts to absorb the latest technology to minimize wastage.

C. Foreign Exchange earnings and Outgo

S. No.

Particulars

2024-25

2023-24

1.

Foreign Exchange Earnings

NIL

NIL

2.

Foreign Exchange Outgoings

NIL

NIL

HOLDING. SUBSIDIARIES. JOTNT VENTURES AND ASSOCIATE COMPANIES

During the year under review the company does not have any Holding, Subsidiaries, Joint Ventures and
Associate Companies.

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

No such orders have been passed by any regulator or court or tribunal impacting the going concern status
and company’s operations in future.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to
report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the
Company’s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees
of the Company to approach the Chief Ethics Counsellor / Chairman of the Audit Committee of Directors
of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee
of Directors.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your directors place on records their deep appreciation to employees at all levels for their hard work,
dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the
Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been
receiving from its suppliers, redistribution stockiest, retailers, business partners and others associated with
the Company as its trading partners. Your Company looks upon them as partners in its progress and has
shared with them the rewards of growth. It will be the Company’s Endeavour to build and nurture strong
links with the trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and
Regulatory Authorities and Stock Exchanges, for their continued support.

For Genomic Valley Biotech Limited

Date: 08.12.2025 Sd/- Sd/-

Place: Jhajjar Yogesh Agrawal Parul Agrawal

Managing Director Director

DIN-0116528 DIN-0116518

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