CCME Global Ltd Directors Report

Your Directors have the pleasure of presenting this 34^th Annual Report along with the Audited Financial Statements and the Auditors Report thereon for the Financial Year ended 31^st March 2026.

FINANCIAL PERFORMANCE:

Particulars	2025-26	2024-25
Gross Total Income	0	0
Other Income	3.50	366.72
Profit / (Loss) before Finance Cost, depreciation and taxation	(71.47)	350.48
Financial Expenses	0	0
Depreciation	0	0
Profit / (Loss) Before Exceptional Items and Taxation	(71.47)	350.48
Exceptional Items	0	0
Profit / (Loss) Before Taxation	(71.47)	350.48
Provision of Taxes	0	0
Profit / (Loss) After Taxation	(71.47)	350.48
Other Comprehensive income	0	0
Total Comprehensive income for the period	(71.47)	350.48
Earnings per share
-Basic	(0.53)	2.70
-Diluted	(0.53)	2.70

THE STATE OF THE COMPANYS 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.

CHANGE IN NAME OF THE COMPANY:

Due to change in management, as approved my Ministry of Corporate Affairs and BSE Limited, the name of the Company was changed from Genesis IBRC India Limited to CCME Global Limited w.e.f. March 19, 2026.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year, there was change in main business line of the Company to deal in all types of Fast-Moving Consumer Goods (FMCG) products, commodities and minerals and related products.

LISTING OF EQUITY SHARES

Your Companys equity shares are listed on BSE Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001. CHANGES IN SHARE CAPITAL:

There has been increased in the authorized share capital of the Company from INR 13,00,00,000 divided into 1,30,00,000 equity shares of INR 10 each to INR 60,00,00,000 divided into 6,00,00,000 Equity Shares of INR 10 each. The authorized

share capital of the Company as on March 31, 2026 is INR 60,00,00,000 divided into 6,00,00,000 Equity Shares of INR 10 each.

There has been increased in issued, subscribed and paid-up share capital of the Company from INR 13,00,00,000 divided into 1,30,00,000 equity shares of INR 10 each to INR 45,25,00,000 divided into 4,52,50,000 equity shares of INR 10 each. The paid share capital of the Company as on March 31, 2026 is INR 45,25,00,000 divided into 4,52,50,000 equity shares of INR 10 each.

• Disclosure regarding issue of equity shares with differential rights

All the equity shares issued by the Company carry similar voting rights and the Company has not issued any equity

shares with differential voting rights during the financial year under review.

• Buy Back of Securities

The Company has not bought back any of its securities during the financial year under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the financial year under review.

• Bonus Shares

No Bonus Shares were issued during the financial year under review.

• Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees during the financial year.

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

During the year under review, the following changes have occurred in the Board of Directors and Key Managerial Personnel of the Company:

(a) Appointment of Mr. Padmanaban Krishnamoorthy (DIN: 06830658), as an Additional Non-Executive Director and Chairperson of the Company w.e.f. January 19, 2026, and subsequently through postal ballot dated March 5, 2026, the appointment of Mr. Padmanaban Krishnamoorthy (DIN: 06830658) was regularized as Non-Executive Director of the Company. Thereafter, Mr. Padmanaban Krishnamoorthy (DIN: 06830658) step down as Chairperson of the Board of Directors of the Company w.e.f. April 8, 2026, and continue to be appointed as Non-Executive Director of the Company;

(b) Appointment of Ms. V. Varalakshmi (DIN: 11154884), as an Additional Non-Executive Director of the Company w.e.f. January 19, 2026, and subsequently through postal ballot dated March 5, 2026, the appointment of Ms. V. Varalakshmi (DIN: 11154884) was regularized as Non-Executive Director of the Company;

(c) Appointment of Ms. Poonam Chaturvedi (DIN: 05163733) as an Additional Director and Managing Director of the Company w.e.f. January 19, 2026, and subsequently through postal ballot dated March 5, 2026, the appointment of Ms. Poonam Chaturvedi (DIN: 05163733) was regularized as Director and Managing Director of the Company;

(d) Appointment of Mr. Ashok Chhaganbhai Patel (DIN: 08024669) as an Additional Independent Non-Executive Director of the Company w.e.f. January 19, 2026, and subsequently through postal ballot dated March 5, 2026, the appointment of Mr. Ashok Chhaganbhai Patel (DIN: 08024669) was regularized as Independent Non-Executive Director of the Company for the period of 5 (Five) years. Further, after the financial ended March 31, 2026, due to unfortunate sad demise of Mr. Ashok Chhaganbhai Patel (DIN: 08024669) he ceased to be Independent NonExecutive Director of the Company w.e.f. August 15, 2026;

(e) Appointment of Ms. Ritika Agrawal (DIN: 07106764) as an Additional Independent Non-Executive Director of the Company w.e.f. January 19, 2026, and subsequently through postal ballot dated March 5, 2026, the appointment of

Ms. Ritika Agrawal (DIN: 07106764) was regularized as an Independent Non-Executive Director of the Company for the period of 5 (Five) years. Thereafter, due to resignation of Mr. Padmanaban Krishnamoorthy (DIN: 06830658) as Chairperson of the Board of Directors of the Company, Ms. Ritika Agrawal (DIN: 07106764) was appointed as Chairperson of the Board of Directors of the Company w.e.f. April 8, 2026. Further, due to demise of Mr. Ashok Chhaganbhai Patel (DIN: 08024669), there was restructure of the management position and Ms. Ritika Agrawal (DIN: 07106764), step down as Chairperson of the Board of Directors of the Company w.e.f. August 21, 2026;

(f) Mr. Balakrishna Koppula (DIN: 09220541), resigned as Director and Whole Time Director of the Company w.e.f. January 19, 2026;

(g) Mrs. Vanitha Nagulavari (DIN: 07271674), resigned as Non-Executive Director of the Company w.e.f. January 19, 2026;

(h) Mr. Prasada Rao Kalluri (DIN: 07780628), resigned as Independent Director of the Company w.e.f. January 19, 2026;

(i) Mr. Mohammed Baba (DIN: 08422704), resigned as Independent Director of the Company w.e.f. January 19, 2026;

(j) Mr. CHDVV Prasad Rao, resigned as Chief Financial Officer of the Company w.e.f. January 19, 2026;

(k) Appointment of Mr. Ravindranath Rajaram as Chief Financial Officer of the Company w.e.f. January 19, 2026;

(l) Mr. Ramakrishna Subray Hegde, resigned as Company Secretary and Compliance officer of the Company w.e.f. December 31, 2025;

(m) Ms. Garima Garg was appointed as Company Secretary and Compliance officer of the Company w.e.f. April 8, 2026;

(n) Ms. Ami Oza (DIN: 11385775), is appointed as an Additional Independent Non-Executive Directors and Chairperson of the Board of Directors of the Company w.e.f. August 21, 2026, who hold office up to the ensuing Annual General Meeting of the Company. Now, it is proposed to regularized her appointment as Independent Non-Executive Directors and Chairperson of the Board of Directors of the Company for the period of 5 (years) at the ensuing Annual General Meeting.

There in the Pursuant to the provisions of Sections 152, of the Companies Act, 2013 and the Articles of Association of the

Company, Mr. Padmanaban Krishnamoorthy (DIN: 06830658) Non-Executive Director of the Company, retires by rotation at

the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.

After all the above changes, the composition of Board of Directors and Key Managerial Personnel of the Company as on the

date of this report are as follows:

Mr. PADMANABAN KRISHNAMOORTHY	Non-Executive Director
Mrs. V. VARALAKSHMI	Non-Executive Director
Mr. POONAM CHATURVEDI	Managing Director
Ms. RITIKA AGRAWAL	Independent Non-Executive Director
Ms. AMI OZA	Independent Non-Executive Director and Chairperson
Mr. RAVINDRANATH RAJARAM	Chief Financial Officer
Ms. GARIMA GARG	Company Secretary and Compliance Officer

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 6 (Six) times during the year on 29-05-2025, 14-08-2025, 14-11-2025, 19-01-2026, 28-01-2026 and 14-02-2026. A separate meeting of the Independent Directors of the Company held during the year on 14.02.2026 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. The details of the Board Meeting is provided in the Corporate Governance Report, forming part of this Directors Report.

STATUTORY AUDITORS:

Pursuant to Section 139 and other relevant provisions of the Companies Act, 2013 M/s. M N Rao & Associates LLP (FR No. 005386S/S000195), were appointed as Statutory Auditors of the Company at the 33^rd Annual General Meeting ("AGM") for the period of 5 years from conclusion of 33^rd AGM till the conclusion of 38^th AGM of the Company.

M/s. M N Rao & Associates LLP (FR No. 005386S/S000195), resigned as Statutory Auditors of the Company w.e.f. June 23, 2026, due to change in the management and shareholding pattern of the Company and the Companys intention to appoint another auditor as per its discretion and strategic requirements.

M/s Desai Saksena & Associates, Chartered Accountants (FR No. 102358W), were appointed by the Board of Directors as Statutory Auditors of the Company to fill the casual vacancy caused by resignation of M/s. M N Rao & Associates LLP (FR No. 005386S/S000195), up to the date of the ensuing Annual General Meeting of the Company, and who are eligible to be appointed at the ensuing Annual General Meeting of the Company.

In view of the above, it is proposed to ratify the appointment of M/s Desai Saksena & Associates, Chartered Accountants (FR No. 102358W), as Statutory Auditors of the Company and to appoint them as Statutory Auditors of the Company thereafter 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, 2026.

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 appointed M/s. NSVR & Associates, Chartered Accountants, Hyderabad as an 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, and subsequently the Members at the 33^rd AGM of the Company, appointed M/s. P. S. Rao & Associates, Company Secretaries in Practice, Secretarial Auditors of the Company for a term of up to 5 (Five) consecutive years.

SECRETARIAL AUDITORS REPORT:

The Secretarial Audit report for the F.Y. 2025-26, as per the Section 204 of the Companies Act, 2013 and Rule 9 thereunder, forms part of this Report as Annexure- I.

Auditors comments and action by the Company:

The Company submitted the disclosure of Related Party Transactions in terms of Regulation 23(9) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 for the half year ended on 31.03.2025 with a delay of one day and subsequently, the Company had paid the fine levied by the stock exchange.

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.

COST AUDITORS AND DISCLOSURE REGARDING THE MAINTENANCE OF COST RECORDS:

During the financial year under review the provisions regarding maintenance of cost records is not applicable to the Company, therefore the Company is not required to appoint cost auditors.

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:

Due to change in management of the Company and changes in the composition of the Board of Directors of the Company, there was change in constitution of the Audit Committee, Nomination Remuneration Committee and Stakeholders Relationship Committee. Also, Preferential Issue Committee was formed during the said financial year.

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

Audit Committee:

Mr. PRASADA RAO KALLURI	Chairperson (Up to January 19, 2026)
Mr. BALAKRISHNA KOPPULA	Member (Up to January 19, 2026)
Mr. MOHAMMED BABA	Member (Up to January 19, 2026)
Mr. ASHOK CHHAGANBHAI PATEL	Chairperson (w.e.f. January 19, 2026 and up to August 15, 2026)
Ms. RITIKA AGRAWAL	Member (w.e.f. January 19, 2026) Chairperson (w.e.f. August 21, 2026)
Ms. POONAM CHATURVEDI	Member (w.e.f. January 19, 2026)
Ms. AMI OZA	Member (w.e.f. August 21, 2026)

Nomination and Remuneration Committee:

Mr. PRASADA RAO KALLURI	Chairperson (Up to January 19, 2026)
Mr. MOHAMMED BABA	Member (Up to January 19, 2026)
Mrs. VANITHA NAGULAVARI	Member (Up to January 19, 2026)
Mr. ASHOK CHHAGANBHAI PATEL	Chairperson (w.e.f. January 19, 2026 and up to August 15, 2026)
Ms. RITIKA AGRAWAL	Member (w.e.f. January 19, 2026) Chairperson (w.e.f. August 21, 2026)
Mr. PADMANABAN KRISHNAMOORTHY	Member (w.e.f. January 19, 2026)
Ms. AMI OZA	Member (w.e.f. August 21, 2026)

Stakeholders Relationship Committee:

Mr. PRASADA RAO KALLURI	Chairperson (Up to January 19, 2026)
Mr. BALAKRISHNA KOPPULA	Member (Up to January 19, 2026)
Mr. MOHAMMED BABA	Member (Up to January 19, 2026)
Mr. ASHOK CHHAGANBHAI PATEL	Chairperson (w.e.f. January 19, 2026 and up to August 15, 2026)
Ms. RITIKA AGRAWAL	Member (w.e.f. January 19, 2026) Chairperson (w.e.f. August 21, 2026)
Mr. PADMANABAN KRISHNAMOORTHY	Member (w.e.f. January 19, 2026)
Ms. AMI OZA	Member (w.e.f. August 21, 2026)

MEETINGS OF THE COMMITTEES:

Audit Committee:

The members of the Audit Committee met 5 (Five) times during the year on 29-05-2025, 14-08-2025, 14-11-2025, 19-012026 and 14-02-2026.

Nomination and Remuneration Committee:

The members of the Nomination and Remuneration Committee met 1 (One) time during the year 19-01-2026.

Stakeholders Relationship Committee:

The members of the Stakeholders Relationship Committee met 2 (Two) times during the year as 14-02-2026 and 14-032026.

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 Companys 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 :

	2025-26	2024-25
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

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 Boards 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 Companys 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 Companys 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 2026.

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 Companys website.

POLICY ON DIRECTORS 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 Directors 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 https://genesisiil.com/investor-relations.html

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 Companys 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 2026, 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 2026 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 https://genesisiil.com/investor-relations.html.

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 https://genesisiil.com/investor-relations.html.

EXTRACT OF ANNUAL RETURN:

The annual return of the Company would be placed on the website of the Company i.e. https://genesisiil.com/investor- relations.html.

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. Also, during the financial year there was change in management and at the end of the financial year the main object clause of the Company was changed to dealing in FMCG and related products.

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 2025-26 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:

During the year under review the following material transactions took place:

Acquisition of equity shares of the Company by Mr. Padmanaban Krishnamoorthy and Mrs. V Varalakshmi, new Promoters of the Company:

(a) Mrs. V Varalakshmi, completed the acquisition of 72,69,500 equity shares of the Company through off-market transaction on March 06, 2025;

(b) Mr. Padmanaban Krishnamoorthy, completed the acquisition of 7,36,500 equity shares of the Company as mentioned in the Share Purchase Agreement dated March 06, 2025;

(c) Mrs. V Varalakshmi, completed the acquisition of 7,36,500 equity shares of the Company as mentioned in the Share Purchase Agreement dated March 06, 2025;

(d) Mr. Padmanaban Krishnamoorthy, completed the acquisition of 9,00,200 equity shares of the Company through open offer;

(e) After (a) to (d) above, the shareholding of Mr. Padmanaban Krishnamoorthy was 16,36,700 equity shares of the Company and of Mrs. V Varalakshmi was 80,06,000 equity shares of the company, respectively;

(f) Mr. Padmanaban Krishnamoorthy, acquired 64,33,700 equity shares of the Company from Mrs. V Varalakshmi through gift deed and inter-se transfer, and the shareholding of Mr. Padmanaban Krishnamoorthy and Mrs. V Varalakshmi was changed to 80,70,400 equity shares and 15,72,300 equity shares of the Company, respectively.

Issue of equity shares of the Company to Promoters and Non-Promoters on preferential issue basis:

During the year under review:

(a) The Board of Directors of the Company in their meeting held on January 28, 2026 and shareholders through postal ballot dated March 05, 2026, approved offer, issue and allot 4,02,50,000 equity shares of the Company at INR 10 each aggregating to INR 40,25,00,000, on preferential issue basis;

(b) The shareholders through postal ballot dated March 05, 2026, approved increase in the Authorised Share Capital of the Company from INR 13,00,00,000 divided into 1,30,00,000 equity shares of INR 10 each to INR 60,00,00,000 divided into 6,00,00,000 equity shares of INR 10 each, and consequently amended Clause V/5 of the Memorandum of Association of the Company;

(c) Upon receipt of in-principle approval from BSE Limited and sending offer letter in Form PAS-4 to all the allottees, the Company received application from the allottees, the Preferential Issue Committee in their meeting held on March 26, 2026 allotted 3,22,50,000 equity shares of the Company at INR 10 each aggregating to INR 32,25,00,000, to the Promoters and Non-Promoters;

(d) The issued, subscribed and paid-up share capital of the Company after the said allotment was INR 45,25,00,000 divided into 4,52,50,000 equity shares of INR 10 each.

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 https://genesisiil.com/investor-relations.html.

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.

DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions. The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

INSOLVENCY AND BANKRUPTCY CODE:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is 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.