Your Directors have the pleasure of presenting this 33^nd Annual Report along with the Audited Financial Statements and
the Auditor's Report thereon for the Financial Year ended 31^st March 2025.

FINANCIAL PERFORMANCE:

THE STATE OF THE COMPANY'S AFFAIRS:

During the year under review, the Company does not have business.

TRANSFER OF AMOUNT TO RESERVES:

No amount has been transferred to reserves during the year.

DIVIDEND:

Your Directors' does not recommend any dividend for the financial year.

LISTING OF EQUITY SHARES

Your Company's equity shares are listed on Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai- 400001.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE
YEAR:

Pursuant to the provisions of Sections 152, of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Balakrishna Koppula (DIN: 09220541) Whole-time director of the Company, retires by rotation at the ensuing Annual
General Meeting of the Company and being eligible, offers himself for reappointment.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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 (b) of SEBI (LODR) Regulations, 2015. In terms of Section 150 of the
Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have enrolled their names in the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs.

BOARD MEETINGS:

The Board of Directors met 5 times during the year on 01.04.2024, 29.05.2024, 14.08.2024, 14.11.2024 & 14.02.2025. A
separate meeting of the Independent Directors of the Company held during the year on 14.02.2025 as required under
Section 149 (8) read with the Schedule IV (VII) of the Companies Act 2013 and clause 25 (3) of Securities Exchange Board of
India (Listing obligations and disclosure requirements) Regulations 2015.

STATUTORY AUDITORS:

Pursuant to Section 139 and other relevant provisions of the Companies Act, 2013 M/s. Ramasamy Koteswara Rao & Co.,
Chartered Accountants, were appointed as Statutory Auditors of the Company at the 27^th Annual General Meeting ("AGM")
for the period of 5 years from conclusion of 27^th AGM till the conclusion of 33^rd AGM and the tenure of 5 years of the said
auditors is expiring the present AGM.

In view of the above, it is proposed to appoint M/s. M N Rao & Associates LLP (FR No. 005386S/S000195), to the office of
Statutory Auditors for a period of 5 years.

The Company has received consent to the said effect. Relevant resolutions form part of Notice attached hereto.

AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by M/s. Ramasamy Koteswara Rao & Co, LLP Chartered
Accountants, Statutory auditors in their report for the financial year ended 31^st March, 2025.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection
(12) of section 143 of the Companies Act, 2013, during the year under review.

INTERNAL AUDITORS:

The Board of Directors, based on the recommendation of Audit committee has re-appointed M/s. NSVR & Associates
Chartered Accountants, Hyderabad as Internal Auditors of your Company. The Auditors are submitting their reports on
quarterly basis.

SECRETARIAL AUDITORS:

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
have approved and recommended the appointment of M/s. P. S. Rao & Associates, Peer Reviewed Firm of Company
Secretaries in Practice as Secretarial Auditors of the Company for a term of up to 5 (Five) consecutive years to hold office
from the conclusion of ensuing AGM till the conclusion of 38^th AGM of the Company to be held in the Year 2030, for
approval of the Members at ensuing AGM of the Company. Brief profile and other details of M/s. P. S. Rao & Associates,
Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. P. S. Rao & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their
aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI
(LODR) Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

The Secretarial Audit report for the F.Y. 2024-25, as per the Section 204 of the Companies Act, 2013 and Rule 9 there¬
under, forms part of this Report as Annexure- I.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has devised proper systems to ensure compliance with the provisions of all the Secretarial standards issued
by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the
year under review, Your Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India.

RISK MANAGEMENT FRAMEWORK:

The Company has developed and implementing a risk management policy which includes the identification therein of
elements of risk, which in the opinion of the board may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The present financial position of your Company does not mandate the implementation of corporate social responsibility
activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The Company will
constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever it is applicable to the Company.

COMMITTEES:

As on date of this report the composition of various committees stands hereunder:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014

A. Conservation of Energy:

Being a wholesale and retail trading company and not involved in any industrial or manufacturing activities, the Company's
activities involve very low energy consumption and has no particulars to report regarding conservation of energy. However,
efforts are made to further reduce energy consumption.

B. Technology Absorption : NIL

C. Foreign Exchange Earnings & Outgo : (In Rs. Lakhs)

2024-25 2023-24

Foreign Exchange earnings Nil Nil

Foreign Exchange outgo Nil Nil

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and the Directors
individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering
various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance. 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, independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. 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 who also reviewed the performance of the Secretarial Department. The Directors expressed their
satisfaction with the evaluation process.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Internal Audit
Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the
effectiveness of the Company's internal control system. The Directors and Management confirm that the Internal Financial
Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)
(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

SUBSIDIARIES/ASSOCIATES COMPANIES/ JOINT VENTURES:

The Company has no Subsidiaries/ Associate Companies/ Joint Ventures as on 31st March 2025.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the
provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015 to recommend a
policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other matters and to frame proper systems for identification,
appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to
recommend the same to the Board from time to time. The policy is also posted in the investors section of the company's
website.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER MATTERS:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed pursuant to and in compliance with Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act,
2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be
appointed in senior management of the Company, recommend to the Board their appointment and removal and shall carry
out evaluation of every Director's performance, recommend the remuneration package of both the Executive and the Non -
Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The
Committee reviews the remuneration package payable to Executive Director(s) and recommends to the Board the same
and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a
Nomination and Remuneration policy for the Directors, Key Managerial Personnel and other employees pursuant to the
provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the
Nomination and Remuneration policy of the Company.

The Nomination and Remuneration Policy and other matters provided in Section 178 (3) of the Act and Regulation 19 of
SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Annual Report.
(b) Familiarization/Orientation program for Independent Directors:

It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board
Meeting conducted.

The details of such familiarization programs for Independent Directors are posted on the website of the Company
http://www.genesisiil.com

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Sections 73 and 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during
the Financial Year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of
harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made there under. The policy aims to provide protection to Employees at the workplace and
prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where Employees feel secure. The Company has proper procedures in place to
address the concerns and complaints of sexual harassment and to recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management
and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal
financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that:

i. in the preparation of the annual financial statements for the year ended 31^st March 2025, the applicable
accounting standards have been followed and there are no material departures;

ii. accounting policies have been selected and applied consistently and judgments and estimates that are reasonable
and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at 31^st
March 2025 and of the profit of the Company for the year ended on that date;

iii. proper and sufficient care have been taken for the maintenance of accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/or other
irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. internal financial controls have been laid down by the Company and that such internal financial controls are
adequate and are operating effectively; and

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, in the
Company. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the
Company http://www.genesisiil.com.

RELATED PARTY TRANSACTIONS:

During the year under review, there were no related party transactions. Hence, a disclosure in Form AOC-2 is not
applicable. As required under Regulation 46 (2) (g) of SEBI (LODR) Regulations, 2015, the Company has developed a Policy
on Related Party Transactions in accordance with provisions of all applicable laws for the purpose of identification and
monitoring of such transactions. The Policy on dealing with related party transactions is available on the website of the
Company www.genesisiil.com

EXTRACT OF ANNUAL RETURN:

The annual return of the Company would be placed on the website of the Company i.e. www.genesisiil.com
MANAGEMENT DISCUSSION AND ANALYSIS:

During the year under review, your Company has not recorded any operational income. As you are aware those during the
year under review, your Company was engaged in the business areas of biotechnology and/or pro-biotic products and due
to various factors the Company is not able to carry out its business activities effectively. Your Company has opted for
complete diversification of its business operations by venturing into biotechnology and/or pro-biotic sector.

CORPORATE GOVERNANCE REPORT:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the
requirements of the per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a compliance report on
Corporate Governance for the year 2024-25 and a Certificate from the Practicing Company Secretaries (M/s. PS Rao &
Associates) is furnished, which form part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review, your Company has not paid any managerial remuneration. Hence, the disclosures in terms of
provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, relating to remuneration are not applicable for the Company for the
financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No orders passed by the Any Regulator / Courts which would impact the future operations / going concern status of the
Company.

MATERIAL CHANGES AND COMMITMENTS:

On Thursday, March 06, 2025, Mr. Padmanaban Krishnamoorthy and Mrs. V Varalakshmi (hereinafter collectively referred
to as "the Acquirers") had entered into a Share Purchase Agreement with the promoters of the Company to collectively
acquire 14,73,000 Sale Shares, representing 11.33% of the Voting Share Capital of the Target Company, subject to statutory
approvals and conditions. Further, on the said date i.e., Thursday, March 06, 2025, Mrs. V Varalakshmi had acquired
72,69,500 shares of the Company from the existing shareholders through Off-Market Sale representing 55.92% of the
Voting Share Capital of the Target Company.

The above-mentioned Transactions resulted in the Acquirers acquiring more than 25.00% of the Voting Share Capital of the
Target Company and the said transaction has triggered a mandatory open offer in compliance with the provisions of
Regulations 3 (1) and 4 of the SEBI (SAST) Regulation pursuant to the execution of the Underlying Transactions for
acquisition of substantial number of Equity Shares, Voting Share Capital, and control over the Target Company. In this
regard, the draft letter of offer is submitted to the Securities Exchange Board of India for their consideration.

POLICY ON MATERIAL SUBSIDIARIES:

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
approved by the Board is uploaded on the website of the Company http://www.genesisiil.com.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, the Company had not made any application under the Insolvency and Bankruptcy Code, 2016
(31 OF 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:

During the year under review, the Company had not made one time settlement. Hence, not applicable.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE
MATERNITY BENEFITS ACT, 1961:

During the year, under review the said compliance is not applicable to the Company.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to record their appreciation for the continuous support and co-operation extended by
the customers and bankers. The Directors also acknowledge the confidence reposed by the investors and shareholders in
the Company.

By Order of the Board
For, Genesis IBRC India Limited

Place: Eluru
Date: 29.08.2025

Sd/-

Balakrishna Koppula
Whole Time Director
DIN:09220541