Gennex Laboratories Ltd Directors Report

To

The Members of

Gennex Laboratories Limited.

Your Directors are pleased to present the 41st Annual Report and the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2026.

Financial Highlights and Performance:

1. Financial Results

Rs in Lakhs

Note: The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS).

Review of operations:

Your Directors wish to present the details of Business operations done during the year under review:

Your Directors are pleased to report excellent results for the financial year 2025-26. Once again, sales have reached an all-time high. Every effort is being made to position the Company as a leading name in the pharma arena, and remain confident of delivering stronger performance and profitable growth in the coming years.

During the year under review your Company has recorded a total Revenue of Rs 12,799.68 lakhs as against Rs 10,379.92 lakhs in the previous year, and the company has recorded the Profit before Finance Cost, Depreciation and Tax Expenses of Rs 2,167.15 lakhs (2025-26) as against Rs 1,941.55 lakhs (2024-25). In the current year the Net profit is Rs 1,617.99 lakhs against the previous year Rs 1,403.68 lakhs.

Consolidated Revenue from Operations for the year grew by 25% to Rs 17,274.09 lakhs compared to Rs 13,790.30 lakhs in the previous year.

Future Outlook

Your Directors believe the companys outlook is excellent under current circumstances, with expectations for continued growth in both sales and profitability. To sustain this, the management is actively enhancing production capacities and increasing R&D efforts to manufacture additional APIs. To fund these initiatives, the company is evaluating various financing options.

Share Capital:

Authorized Share Capital - During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2026 was Rs 25,00,00,000/-, comprising of 25,00,00,000 equity shares of Rs 1/- each.

Paid-up Share Capital – During the year under review, there was a change in the paid-up share capital of the Company due to the allotment of 1,55,00,000 equity shares of Rs 1/- each to the Promoters, on conversion of 1,55,00,000 share warrants issued on a preferential basis, after receipt of the warrant exercise price of Rs 11.06/- per warrant. Consequently, the paid-up share capital of the Company as on March 31, 2026, was Rs 24,29,47,674/-, comprising of 24,29,47,674 equity shares of Rs 1/- each, compared to Rs 22,74,47,674/- as of the previous year end.

Buy Back of Securities:

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

Sweat Equity:

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

Bonus Shares:

The Company has not issued any bonus shares during the year under review.

Employees Stock Option:

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

Dividend:

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfers to Reserves:

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

Deposits:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with Rules made there under.

Subsidiaries, Joint Ventures and Associates:

As on March 31, 2026, we have one Subsidiary Company and in this regard a Statement containing the salient features of the Financial Statement of our Subsidiary in the prescribed format AOC-1 is appended as Annexure-I to the Boards report.

Particulars of Contracts & Arrangements with Related Parties:

All transactions entered by the Company with Related Parties were in the Ordinary course of Business and are at Arms Length pricing basis. The Audit Committee granted approvals for the transactions and the same were reviewed by the Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year 2025-26 which were in conflict with the interest of the Company. The details of contracts and arrangements with Related Parties as referred to in Section 188(1) of the Companies Act, 2013 were given as Annexure - II to the Boards Report in form No: AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.

Particulars of Loans, Guarantees or Investments:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company neither has, directly or indirectly, given any loan to its Directors nor extended any guarantee or provided any security in connection with any loan taken by them. Further, the Company has not made any inter-corporate loan / advance nor made any investments in other companies during the financial year 2025-26, except to its subsidiary Company.

Number of Board Meetings held:

During the financial year ended March 31, 2026, Nine Board Meetings were held.

The dates on which the Board Meetings were held are 30.05.2025, 04.06.2025, 04.07.2025, 08.07.2025, 14.08.2025, 04.09.2025, 14.11.2025, 05.01.2026 and 14.02.2026 the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard -1.

Board evaluation:

The Board of directors have carried out an evaluation of its own performance and of its Committee as well as its individual Directors on the basis of criteria such as Composition of the Board / Committee Structure, effectiveness, its process, information and functioning etc.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014:

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report.

Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure – IV.

Extracts of Annual Return:

As required by Section 92 (3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return in Form MGT-7 is available on the Companys website at www.gennexlab.com.

Declaration by Independent Directors:

The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as per sub-section (6) of Section 149 of the Act.

Familiarization programmer for Independent Directors:

The Company proactively familiarizes its Directors with the Companys business, management, and operations. It provides an overall industry perspective and updates them on challenges facing the industry.

Independent Directors Meeting:

The Independent Directors met on 14.02.2026, without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, as well as the performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors. Furthermore, they assessed the quality, quantity, and timeliness of information flow between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. that the Directors have selected such Accounting Policies and applied them consistently and 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 at March 31, 2026, and of Profit and Loss Account of the Company for that period;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2026, on a going concern basis;

v. that the Directors 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

vi. that 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.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year:

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Dr. Avasarala Ranga Rao Pantulu (DIN: 09003006), Director, retires by rotation at the forthcoming AGM and is eligible for re-appointment. Dr. Pantulu has offered himself for re-appointment.

During the year under review, Ms. Shilpa Bung (DIN 08257931), Independent Non-Executive Woman Director of the Company resigned from the directorship of the Company owing to personal reasons and professional pre-occupations on February 14, 2026 and in her place the Board had appointed Ms. Khushbu Kachhawa (DIN: 10872432) as an Additional Director (Category- Non-Executive Independent Woman Director) with effect from February 14, 2026, at the Board meeting held on that day. Subsequently the shareholders of the Company at their Extraordinary General Meeting held on May 12, 2026 approved the appointment of Ms. Khushbu Kachhawa.

Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on March 31, 2026 are: Mr. Arihant Baid, Managing Director, Mr. Akkali Santosh Kumar, CFO and Mr. Dinesh Kumar Kejrival, Company Secretary of the Company.

Policy on directors appointment and remuneration and other details:

In terms of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has formulated and adopted a Policy on appointment, remuneration, and other related matters for Directors, Key Managerial Personnel (KMP), and Senior Management. A gist of the policy is provided in the Corporate Governance Report, which forms an integral part of this Boards Report.

Statutory Auditors:

M/s. R Pugalia & Company, Chartered Accountants (Firm Registration No. 318188E) were appointed as Statutory Auditors of your Company to hold office from the conclusion of 38th AGM till the conclusion of the 43rd AGM to be held in the year 2028. Accordingly, R Pugalia & Company, Chartered Accountants (Firm Registration No. 318188E), Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2028. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors Report and Secretarial Auditors Report:

1. Auditors Report

Qualifications, Reservations or Adverse Remarks:

Information & Explanation in respect of Qualification / Reservation or Adverse remarks contained in Independent Auditors Report under Paras: Basis for Qualified opinion, Emphasis of Matter and Other Matter:

(a) The Management assured to get Confirmations / reconciliations of, The Balances of Current Assets, Other Non-Current Assets, Non-Current Liabilities, Current Liabilities & other Current Liabilities, The Impact of the same is uncertained; Company is in process to install Transaction Traceability Software in its accounting Systems.

Boards Response: -

a) As pointed out by the Statutory Auditors, the company has not obtained confirmation of balances of Advances, Deposits, Unsecured Loans, other liabilities, Trade Receivables, Trade Payables and advance against Suppliers. The Company has made best of its efforts to obtain the same before signing the accounts for current financial year as well as for last financial year. Further, the management of the company confirms that balances shown in the books are true and correct as per their knowledge.

The Company acknowledge the auditors observation regarding the implementation of Transaction Traceability Software in its accounting systems. Management is currently in the process of evaluating vendor solutions and upgrading the accounting software.

Management has taken cognizance of the same and appropriate measures are being taken.

2. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors has appointed Mr. Md. Tausif Shamim, Practising Company Secretary, as the Secretarial Auditors to conduct the Secretarial Audit of the company for a term of five (5) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30.

The Secretarial Audit Report issued by him in Form MR-3 is annexed to this Boards Report as Annexure-V.

Cost Auditor:

As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors has appointed M/s. Sai Krishna & Associates, Cost Accountants (Registration No.001742), as Cost Auditors to conduct Cost Audit of the company for the Financial Year ended on March 31, 2026.

Cost Audit Report for the Financial Year ended on March 31, 2026 issued by M/s. Sai Krishna & Associates, Cost Accountants, was approved by the Board in its meeting held on September 04, 2026.

Internal Auditors:

The Board of Directors of the Company appointed M/s. Dipankar Mukherjee & Associates to conduct Internal Audit of the Company for the Financial Year ended March 31, 2026.

Audit Committee:

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

Sub Committees of the Board:

The Board has the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Right Issue Committee. The composition and other details of these Committees have been given in the Report on Corporate Governance forming part of the Annual Report.

Corporate Social Responsibility (CSR) Initiatives:

As per Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, CSR provisions apply to every company meeting the specified financial criteria. During the financial year 2023-24, the Company met the statutory criteria and is, therefore, compliant with the CSR provisions.

Exemption from Constituting a CSR Committee: In terms of Section 135(9) of the Companies Act, 2013, since the overall CSR obligation of the Company does not exceed Rs50 lakh, the requirement of constituting a Corporate Social Responsibility Committee is not applicable. Consequently, the Board of Directors of the Company effectively discharges all the roles, responsibilities, and functions of a CSR Committee.

CSR Expenditure Details: During the financial year under review, the Company successfully completed its CSR targets as detailed below:

Total CSR Obligation (including past arrears): Rs46,70,530

Actual Amount Spent: Rs60,00,000

Excess Expenditure Generated: Rs13,29,470

The Board has resolved to carry forward this excess expenditure of Rs13,29,470 to be set off against the Companys mandatory CSR spending requirements for the next three succeeding financial years in accordance with Rule 7(3) of the Companies (CSR Policy) Rules, 2014.

Selection and Implementation of CSR Projects: The Board of Directors evaluates and selects suitable projects that align with the activities recognized under Schedule VII of the Companies Act, 2013. The selected projects focus on sustainable areas such as education, healthcare, environmental sustainability, and social welfare, contributing directly to the socio-economic development of the community.

Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is provided separately and discusses the key issues concerning the business of the Company. It forms an integral part of the Annual Report and is enclosed as Annexure - VI to this Report.

Corporate Governance:

The Company is committed to good corporate governance in line with the Schedule V of the SEBI (LODR) Regulations, 2015 and the provisions, rules and regulations of the Companies Act, 2013. The Company is in compliance with the corporate governance provisions specified in these regulations. A certificate of compliance from M/s. R Pugalia & Company, Chartered Accountants, and the report on Corporate Governance form part of this Directors Report as Annexure – VII.

Insurance:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

Vigil Mechanism / Whistle Blower Policy:

The Board of Directors has adopted a Whistle Blower Policy and established a Vigil Mechanism aiming to conduct company affairs in a fair and transparent manner by adhering to the highest standards of professionalism, honesty, integrity, and ethical behavior. This policy covers all Directors, employees, and relevant stakeholders of the Company.

This mechanism provides a secure avenue for eligible individuals to report genuine concerns regarding unethical behavior, actual or suspected fraud, or violations of the Companys Code of Conduct and Ethics. The policy incorporates adequate safeguards against the victimization of anyone who avails of this mechanism. Furthermore, it provides for direct access to the Chairperson of the Audit Committee in exceptional and appropriate cases.

During the financial year under review, no individual was denied access to the Audit Committee.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements:

1. The Company has in place adequate Internal Financial Controls with reference to the Financial Statements, ensuring the orderly and efficient conduct of its business, safeguarding its assets, preventing and detecting frauds and errors, ensuring the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

2. The Company has appointed Internal Auditors to oversee these internal controls and evaluate whether organizational workflows align with approved company policies. The Internal Audit Reports, along with Management Comments on the observations, are presented to and reviewed by the Audit Committee and the Board of Directors on a quarterly basis.

3. Furthermore, the Board of Directors has adopted comprehensive policies—including a Related Party Transactions Policy, Fixed Assets Policy, Whistle Blower Policy, and Policy to determine Material Subsidiaries—to ensure robust governance, efficient business conduct, and the integrity of financial reporting.

The names of companies which have become or ceased to be companys subsidiaries, joint ventures or associate companies during the year:

There is no change in companys subsidiaries, joint ventures or associate companies during the year.

Change in the nature of business:

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

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.

Industrial Relations:

Industrial relations continued to be cordial throughout the year under review.

Material changes and commitments:

There are no Material changes and commitments in the business operations of the Company from the Financial Year ended March 31, 2026, to the date of signing of the Directors Report.

Policy on Sexual Harassment:

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year ended March 31, 2026, the Company has not received any Complaints pertaining to Sexual Harassment.

Listing of Equity Shares:

The Companys Equity shares are listed at the following Stock Exchanges:

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001; and the Company has paid the Annual Listing Fee to the said Stock Exchange for the Financial Year 2026-27.

Policies:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

i) Whistleblower Policy (Policy on vigil mechanism):

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during fiscal 2026.

ii) Policy for Determining Materiality for Disclosures:

This policy applies to the disclosure of material events and information that may affect the Companys operations or performance. It operates in addition to the Companys corporate policy on investor relations regarding unpublished price-sensitive information.

iii) Policy on Document Retention:

This Policy sets out the framework for the retention and preservation of corporate records of the Company.

Share transfer agency:

The Company has appointed M/s. R & D Infotech Pvt. Ltd., 15C, Naresh Mitra Sarani, Kolkata–700 026 as its Share Transfer Agency for handling both Physical and Electronic Transfers.

Awards and recognition:

The Company has been awarded ISO 14001:2015 and ISO 45001:2018 Certification by TNV Global Limited for Management System for manufacture and sale of Active Pharmaceutical Ingredients and Intermediates.

The Company has been awarded COFEPRIS (Comisi?n Federal para la Protecci?n contra Riesgos Sanitarios) Certificate by the National Health Regulatory Agency of Mexico.

The Company has been awarded GMP & WHO-GMP certification by the State Drug Licensing authority.

Human Resources:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

Details of Significant Changes in the Key Financial Ratios:

The details of significant changes in the key financial ratios during financial year 2025-26 as compared to the immediately previous financial year 2024-25 are given below:

Cautionary Statement:

Statements in these reports describing companys projections statements, expectations and hopes are forward looking. Though, these expectations etc.; are based on reasonable assumption, the actual results might differ.

Acknowledgement:

The Directors take this opportunity to place on record their sincere thanks to the Employees, Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the Shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.