genomic valley biotech ltd share price Management discussions


To avoid duplication between the Board Report and the Management Discussion and Analysis, we present below a composite summary of performance of the various businesses and functions of the Company.

Present Status

The Company is providing consultancy in the Horticultural and Agricultural products. The company is also trading in Horticultural and Agricultural products.

Economy and Markets

Indias agriculture sector is likely to grow at 2.1 per cent in 2021-22, followed by Industry (4.4 per cent) and services (8.3 per cent), according to the Economic Survey 2022-23.

Credit from institutional sources will complement all such government initiatives like Soil Health Card, Input Management, Per Drop More Crop in Pradhan Mantri Krishi Sinchai Yojana (PMKSY), PMFBY, e-Nam, etc, the survey said.

Indian farmers are adapting to farm mechanisation at a faster rate in comparison to recent past. The Economic Survey further added sale of tractors to a great extent reflects the level of mechanisation.

According to the World Bank estimates, half of the Indian population would be urban by the year 2050. It is estimated that percentage of agricultural workers in total work force would drop to 25.7 per cent by 2050 from 58.2 per cent in 2001. Thus, there is a need to enhance the level of farm mechanisation in the country.

India is expected to be self-sufficient in pulses in the coming few years due to concerted efforts of scientists to get early-maturing varieties of pulses and the increase in minimum support price.

Industry Structure and Development

As you all know Honourable Prime Minister Shri Narendra Modi had explicitly stated in his election campaign that farmers would be the priority and the government would ensure they got 50% returns over their total costs. Keeping this in mind your company has started implementing measures to provide all round support to ensure a minimum return and also increase their production and earning multi-fold.

Your company has started commercial activities to generate earning for the company as well as generating earning for all marginal and other progressive farmers and also simultaneously generating employments for the agriculturists and scientists. We wish in the following fields of operation:

K. Setting up of Agricultural T raining Centre by the name of GVBL Institute of High-Tech Agriculture & Biotechnology.

L. Setting up of Centre of Excellence for Horticulture — With the technical expertise and experience of Eden Horticultural Services, Karnal (Haryana) through expert control of the agricultural activities of Edens Technical Team. The agreement in this regard has also been signed.

M. Bringing of Drone Technology.

N. Horticulture without spray, GVBL is all set to bring the most Modern Pest Management Technique from Israel.

O. Poly House Construction

P. Contracted Poly House controlled environment and open field cultivation.

Q. Agri - Farming Consultancy.

R. Farm 2 Door Step Services for supply of fruits & vegetables through its website farm2doorstep.com.

S. Agri Skill Development Centre

T. Agri Input Shop for High-Tech Cultivation (Khad Beej Bhandar)

K. TRAINING CENTRE :

With full gusto, GVBL has already started its effort to do networking with various colleges to bring the batches of students for its training centre. And now it is a matter of time to get started with the training centre.

As per the planning all the courses which are being offered by the Institute will be having Job Guarantee and/or empowerment of the students for setting up their own farm houses and agricultural projects by providing all kinds of the Governmental supports, loans and grants thus fulfilling our years long dream of self sufficient farmers.

Separate courses have been designed for Training like the Ladies to develop kitchen gardens or small farms which can fetch them profits by growing fruits and vegetables. This will be exclusively for ladies and housewives within reasonable course fees. All these courses will also having empowerment facilities and support as mentioned above if some lady wants to do some agricultural activities in a bigger way!

L. CENTRE OF EXCELLENCE FOR HORTICULTURE :

With the technical expertise and experience of Eden Horticulture Services, Karnal (Haryana) and with the High-tech agricultural set up with Naturally Ventilated Poly Houses, NFT and DFT Technology and a full functional Plant Tissue Culture Laboratory at its disposal, GVBL is all set to generate record productions and book record profits in the year to come.

M. DRONE TECHNOLOGY:

Drones are one of the fastest growing technology segments with the potential to provide extraordinary value to the agriculture business.

Imagine a flying robot that you could easily control as an extension of your own eyes and arms - to reach places, see things you can never see and execute tasks that would otherwise be impossible or not affordable.

Drones are remote controlled flying objects which is having capability to collect different data regarding any agricultural field, any vegetation such that optimal treatments can be given to the soil and crops to increase yields many fold with minimum expenditure.

GVBL is all set to bring in this technology from Israel to be implemented in Indian Agriculture successfully. In this regard the Company is having active talk with a well known Agricultural Drone Technology Company.

N. MODERN PEST CONTROL SYSTEM :

In assistance with a reputed Israel Company, GVBL is also bringing the most modern technology for controlling and management of oriental fruit flies. The technology allows the use of lure based pesticides. Also the fluid is long lasting, free of spraying and maintenance. It is harmless to human, environment and non targeted organisms.

This pin pointed pesticide management is achieved through new technologies viz (1) Gravity Controlled Fluid Release (GCFR) technology, (2) a scent-specific, targeting only female pest, and (3) characteristics customized for each implementation.

GVBL has started processing for bringing in this technology also in India !

O. POLYHOUSE CONSTRUCTION :

As the company is having a fully functional team of technical persons for setting up and erection of poly-houses and greenhouses, the company is all set to capture orders of its clients for setting up of their poly-houses / greenhouses.

Through effective marketing the company has bagged a few orders of setting up of poly-houses in the nearby areas in the vicinity of its project site

P. CONTRACTED POLY-HOUSE CONTROLLED ENVIRONMENT AND OPEN FIELD CULTIVATION :

With its expert team of agriculturists and technical personnel, the company is taking up Turn Key cultivation projects of its clients on clients land with assured buy back and marketing assurance. In this scope the company is taking up all responsibilities of preparing of the land of the client, then setting up of Environmentally Controlled Poly-houses, deciding of suitable product mix for the cultivation. And finally when production of vegetables comes, the company shoulders all responsibilities to sell the materials in the market to pay the assured amount to the client.

A few projects with the above scope, negotiations are on.

Q. AGRI FARMING CONSULTANCY :

With the expert team of agriculturists and other technical people, the company is also providing Agri Farming Consultancy to farmers and other clients on case to case basis. This way company is providing solutions to problems being faced by the HNI clients in agri-farming business as per their specific needs.

R. FARM 2 DOOR STEP SERVICES :

The company intends to develop full packaging system and logistics to deliver fruits and vegetable direct to homes in NCR as per their daily demands and orders. The company is also working on to make it an online portal and also through mobile app to reach the masses and thus gathering increase orders and reach to more and more households. Thus, eliminating of middle man will reduce the cost and enhance the quality of fruits and vegetables.

S. AGRI SKILL DEVELOPMENT CENTRE :

The company is organising paid training to the new age farmers to develop their knowledge and skill such that they can improve their productions and be self-sufficient.

T. AGRI INPUT SHOP :

The company is in process of setting up an Agri Input Shop to sell seeds, fertilizers, and other farming ingredients required for High-Tech Agriculture.

PLANT TISSUE CULTURE 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 40.50 billion by 2024. 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.

Opportunity and Threats

AGRICULTURE

As you all know Honourable Prime Minister Shri Narendra Modi had explicitly stated in his election campaign that farmers would be the priority and the government would ensure they got 50% returns over their total costs. Keeping this in mind your company has started implementing measures to provide all round support to ensure a minimum return and also increase their production and earning multi-fold.

The buzz word in todays agricultural sector is "Farmers Producer Company". Producer companies can help smallholder farmers participate in emerging high-value markets, such as the export market and the unfolding modern retail sector in India. As elsewhere in the developing world, in India, small farmers livelihoods are being threatened due to the liberalization and privatization of Indian agriculture and the increasing interest of private capital in the agribusiness sector. The withdrawal of the state from productive and economic functions, and changes in the organization of marketing channels, present new challenges for small-scale farmers. In this environment of greater instability and competition, organization and collective action can help to enhance farmers competitiveness and increase their advantage in emerging market opportunities. We build on the ideas of value-chain governance and collective-action literature and introduce the functions and organizational structure of producer companies in India within this context.

Thus by collecting around 300 small farmers on a single corporate platform your company has formed a "Farmers Producer Company". This model will ensure at least a minimum profit to the farmers and also in the process your company will also earn handsomely

BIOTECHNOLOGY

Biotechnology is one of the "hot spots" in research and development in this century. Great chances and opportunities lie ahead, but also tremendous threats. While technology and knowledge is easily available all over the world, it can be quite difficult to access markets and to commercialize biotechnological products.

Biotechnology, regardless of red, green or white biotechnology, promises high profits. However, the field is also complex, fast moving and costly. Especially in the field of medical applications there are many risks associated with biotechnology. One example is a drug developed against multiple sclerosis, which had possible profits of 3$ billion.

After two patients developing a rare brain disease in clinical trials the profits vaporized and the stock market were in an uproar. Nevertheless does the United Nations Development Program see "biotechnology innovation and globalisation as a means of helping the poor of the world live fuller, richer and more secure lives". Only through commercialisation this promise will come true. Commercialisation is converting or moving technology into a profit making position

In our opinion the most important point is to bridge the gap between technology and markets. The matching of technological challenge and market challenge is difficult and many tools have been developed to address this problem.

Customer Development

As you all know Honourable Prime Minister Shri Narendra Modi had explicitly stated in his election campaign that farmers would be the priority and the government would ensure they got 50% returns over their total costs. Keeping this in mind your company has started implementing measures to provide all round support to ensure a minimum return and also increase their production and earning multi-fold.

The buzz word in todays agricultural sector is "Farmers Producer Company". Producer companies can help smallholder farmers participate in emerging high-value markets, such as the export market and the unfolding modern retail sector in India. As elsewhere in the developing world, in India, small farmers livelihoods are being threatened due to the liberalization and privatization of Indian agriculture and the increasing interest of private capital in the agribusiness sector. The withdrawal of the state from productive and economic functions, and changes in the organization of marketing channels, present new challenges for small-scale farmers. In this environment of greater instability and competition, organization and collective action can help to enhance farmers competitiveness and increase their advantage in emerging market opportunities. We build on the ideas of value-chain governance and collective-action literature and introduce the functions and organizational structure of producer companies in India within this context.

Thus by collecting around 300 small farmers on a single corporate platform your company has formed a "Farmers Producer Company". This model will ensure at least a minimum profit to the farmers and also in the process your company will also earn handsomely

For marketing and selling of the huge produce of the FPC , the company has tied up with the Fruit & Vegetable Retail Chains and to all the Online Fruits & Vegetable Market Place

Supply Chain

For marketing and selling of the huge produce of the FPC , the company has tied up with the Fruit & Vegetable Retail Chains and to all the Online Fruits & Vegetable Market Places around the country.

For the produces from the Plant Tissue Culture Lab, your company has necessary understanding with the relevant companies and organizations for the purchase of the tissue culture production of your company

Your Companys supply chain agenda remained focused on five key areas

1. Customer service excellence,

2. Consumer and customer quality,

3. End to end cash and cost savings program,

4. Leading with innovation, and

5. Technology and sustainability.

Your Company made significant progress in its vision to deliver customer service excellence to enable sustainable growth.

Research & Development

Indias agricultural research system has contributed in a large way to increasing agriculture production and productivity. Development of high yielding and disease resistant varieties has been its major hall mark. The country has one of the largest Public Agricultural Research Establishments in the world. With Indian Council of Agricultural Research (ICAR) at the top, we have 30 State Agriculture Universities, 46 Institutes including 4 Deemed Universities, 4 National Bureau, 9 Project Directorates, 31 National Research Centres, 158 Regional Stations and 80 All India Coordinated Research Projects. However, despite having such a huge manpower and infrastructure, the predominant critique has been that it is very weak in transfer of technology and does not benefit small farmers.

The company wish to set up an in-house Plant Tissue Culture Laboratory for doing research in the field of plant tissue culture and also to take such researches through steps to commercial levels.

Our Research Team wish to conduct Basic Research in Premier Institute in the country in the following prospective fields: Agriculture

• Crop Biotechnology

• Bio Fertilizers

• Bio Pesticides and Crop Management

• Plant Biotechnology

Plant Tissue Culture Micopropogation

• Bio prospecting and Molecular taxonomy

• Bio fuels

• Medicinal and Aromatic Plants

Medical Biotechnology

• Vaccines

• Diagnostic

• Drug Development

• Human Genetics and Genome Analysis

OUTLOOK

The promise of doubling farmers income by 2022 dangled heavily as reports of severe agrarian distress started pouring in from the country. Farmers dumping their produces for lack of fair price made headlines throughout 2018 and 2019. The report pointed out that agriculture and rural sector is currently in a deep crisis because during 2004-14 the countrys agriculture sector witnessed its highest ever growth "recovery phase". Despite the highest ever food grain production the year 2016-17 (275 million tonnes) and 274.55 million tonnes in 2017-18, the rural economy has completely collapsed.

As you all know Honourable Prime Minister Shri Narendra Modi had explicitly stated in his election campaign that farmers would be the priority and the government would ensure they got 50% returns over their total costs. Keeping this in mind your company has started implementing measures to provide all round support to ensure a minimum return and also increase their production and earning multi-fold.

The buzz word in todays agricultural sector is "Farmers Producer Company". Producer companies can help smallholder farmers participate in emerging high-value markets, such as the export market and the unfolding modern retail sector in India. As elsewhere in the developing world, in India, small farmers livelihoods are being threatened due to the liberalization and privatization of Indian agriculture and the increasing interest of private capital in the agribusiness sector. The withdrawal of the state from productive and economic functions, and changes in the organization of marketing channels, present new challenges for small-scale farmers. In this environment of greater instability and competition, organization and collective action can help to enhance farmers competitiveness and increase their advantage in emerging market opportunities. We build on the ideas of value-chain governance and collective-action literature and introduce the functions and organizational structure of producer companies in India within this context.

Thus by collecting around 300 small farmers on a single corporate platform your company has formed a "Farmers Producer Company". This model will ensure at least a minimum profit to the farmers and also in the process your company will also earn handsomely.

Environment, safety, Health and Energy Conservation

Your Company has a vision of being a Zero Injury organisation. The Compass, your Companys strategic framework, integrates Safety as a non-negotiable value. Over the past years, your Company has not reported and injuries across its operations.

This has been achieved through a combination of training and hardware upgradation leveraging core technology concepts and safety standards from the Company. Sustainability is deeply rooted in all the operations of your Company ranging from sourcing to Production and logistics. Your Companys aim is to achieve significant reduction in environmental impact of operations.

Your Company has used various majors for conservation of energy. Several efforts has been conferred by your Company in the spheres of Safety, Environment and Sustainability.

Human Resources

Your Companys Human Resource agenda remained focused on reinforcing the key thrust areas; being the employer of choice on campus, building an inclusive culture and a strong talent pipeline, institutionalizing mission critical capabilities in the organisation, driving greater employee engagement and continuing to focus on progressive employee relation policies.

Your Company has developing future leaders and having the best people practices. The Company continued to build on the Diversity and Inclusion agenda.

Keeping in view of its "Research Program Outsourcing (RPO)" philosophy, the company is working on to create "Pool of Scientists". This pool is created in the following two ways:

• By in-house training, through the Study Programs conducted at our Registered Office.

• Through contact program in which our team contacts the premier Biotech Institute in India and internationally to make a "Brain Pool" by inducting the cream talents in the field.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure A(1) to this Report.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure A (2) to this Report and are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor

Sr. No. Name of Ratio

Current

Financial

Year

Ratio

Previous

Financial

Year

Ratio

Percentage of Change in Ratio Explanation therefore

1 Debtors Turnover Ratio

1.228 0 100 Due to increase in Trade Receivable at year end

2 Inventory Turnover Ratio

0 0 - -

3 Current Ratio

2.89 5.308 -45.55 Due to increase in trade payable during the year

4 Debt Equity Ratio

0 0.245 -100 Due to repayment of Debts during the year

5 Operating Profit Margin

0.33 -2.447 -113.49 Due to increase in Sales

6 Net Profit/(Loss) Margin

0.238 -0.132 -280.3 Due to increase in Sales

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

Sr. No. Name of Ratio

Current

Financial

Year

Ratio

Previous

Financial

Year

Ratio

Percentage of Change in Ratio Explanation therefore

1 Return on Net Worth

0.184 -0.003 -6233.33 Due to increase in Sales

Total Remuneration paid to Statutory Auditors: Rs.25,0007- Risks and concerns

There is a rich public debate about how the potential risks associated with biotechnology methods and bio industry products should be assessed and about whether and how bioethics should influence public policy. A general structure for guiding public policy discourse is emerging but is not fully developed. Groups perceive risks differently depending on their culture, scientific background, perception of government, and other factors. Expert opinion supports a range of positions. Deeply and honestly held but often conflicting beliefs and values about nature, animals, and the community good animate the debate. The result is that biotechnology issues are often highly contentious and debated on both scientific and ethical grounds. Two contemporary examples are:

? Do human social benefits such as living a longer and leading more productive life due to biotechnology outweigh the harm that an animal or groups of animals must experience to produce those benefits.

? Should an insurance company require information about an individuals genetic inheritance as a condition of eligibility for health insurance?

Biotechnologys risks are sometimes purely conjectural. Without research and clinical trials, risks cannot be fully assessed. Yet conjectural and ethical issues are important because biotechnology affects not only human practices and economic sectors, but also medical practices and the relationship between humanity, animals and the environment.

In Paul Thompsons view, [Biotechnology] is not simply another type of mechanical or chemical creation aimed at making the world better for us. In this instance, we are not simply reshaping matter, but are harnessing life. By manipulating life and natural evolution, we are taking the process that shaped our existence and that of every other living organism on the planet and restructuring it for our own benefit.

Internal control system

The company has started it commercial activity. However, the management is having highly professional outlook at the adequate control system during all its commercial activities

FINANCIAL RESULTS

The company performance for the financial year ended on March 31st, 2023 is summarized below:

In Rs.

Particulars

2022-23 2021-22

Revenue from Operations

27,225,190 7,05,640.00

Other Income

4,25,453 8,40,070.00

Total Revenue

2,76,50,643 15,45,710.00

Total Expenses

1,85,18,860 57,53,985.00

Profit before Exceptional Items and Tax

91,31,783 (42,08,275.00)

Exceptional Item

26,43,164 41,91,783.00

Profit before Tax

64,88,619 (16,492.00)

Tax Expenses

6,080 76,910.00

Profit After Tax for the year

64,82,539 (93,402.00)

Paid up Capital (in No. of shares @ Rs. 10 each share)

30,54,500 30,54,500

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the Financial Year ended 2023 under review, the Company has earned the profit of Rs. 64,82,539/- against the loss of Rs. 93,402/- in the previous Financial Year ended 2022.

Cautionary Statement

Certain statements in the above section may be forward looking and be based on expectations/ projections about the future. Companys actual results, performance could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any of such forward looking statements on the basis of subsequent developments, information or events.

LEGAL GOVERNANCE AND BRAND PROTECTION

Corporate Governance

Your Company is renowned for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity.

The new Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, ahead of time. Your Company is committed to embrace the new law in letter and spirit. In line with the requirements of new law, your Company has constituted new Board Committees. Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

Your Company has adopted new policies under SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in line with new governance requirements. These policies are available on the website of the Company at www.genomicvalley.com the Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

During the year, Secretarial Audit was carried out by SBR & Co. LLP, Company Secretaries, Secretarial Auditor of the Company for the financial year 2022-23. There was no qualification, reservation or adverse remarks given by Secretarial Auditors of the Company. The detailed report on the Secretarial Audit is appended as an Annexure E to this Report.

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure B to this Report and also uploaded the annual return on the website of the Company with the weblink http://www.genomicvalley.com/investorrelationpage.htm .

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and annexed as Annexure C to this Report.

A Certificate of the Managing Director and CFO of the Company in terms of Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

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 Companys 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 Arms 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 Arms Length basis. No Material Related Party T ransactions, 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.

Corporate social Responsibility (CSR)

The Corporate Social Responsibility and Governance Committee (CSR & G Committee) has not been formulated because this provision is not applicable according to section 135 of the companies Act 2013.

Risk Management

Your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board as follows:

(a) Overseeing and approving the Companys enterprise wide risk management framework; and

(b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee. The Company manages monitors and reports on the Principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organisational structures, processes, standards, code of conduct and behaviours together form the Management System that governs how the Group conducts the business of theCompany and manages associated risks. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2022-23, the Company has not received any complaints on sexual harassment and also, no complaint is pending on sexual harassment.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 is annexed herewith as Annexure-B and forms an integral part of this report. Weblink for Annual Return is https://www.genomicvalley.com/gvblreports.htm .

Disclosure regarding maintenance of Cost Records

The Company has not required maintaining cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

A. CONSERVATION OF ENERGY

i. The Company ensures that all possible measures are taken to conserve energy including identification of potential areas of saving energy, installation of energy efficient equipments.

ii. Steps taken by the Company for utilizing alternate sources of energy:

The Company has used various majors for conservation of energy.

iii. Capital investment on energy conservation equipments: NIL

B. TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption:

The company has developed fully equipped Greenhouse /Poly-house erection team which undertake contracts for its clients for erecting greenhouses/poly houses at their sites and provide turnkey consultancy and support to the client so that they can get profit out of their investment. The company is also committed to buy back the produce of the greenhouses/poly houses at a Minimum Assured Price if the grower wishes to sell his produce to the company thus ensuring a assured minimum profit to it.

Our Research Team wish to conduct Basic Research in Premier Institute in the country in the following prospective fields:

Agriculture

• Crop Biotechnology

• Bio fertilizers

• Bio pesticides and Crop Management

• Plant Biotechnology

Plant Tissue Culture Micopropogation

• Bioprospecting and Molecular taxonomy

• Biofuels

• Medicinal and Aromatic Plants

Medical Biotechnology

• Vaccines

• Diagnostic

• Drug Development

• Human Genetics and Genome Analysis

i. Benefits derived:

The Company is extensively involved in Commercial Greenhouse/Poly house Cultivation of crops over the year and market the produce profitably. It keeps on changing the crop mix from time to time to meet the seasonal and market demand. Also it is involved in commercial Horticulture activities with Aloe vera, Tomato, Bitter Gourd, Bottle Gourd, Brinjal, Broccoli, Cabbage, Capsicum, Carrot, Cauliflower, Cucumber, Green Chillies, Onion, Radish, Ridge/Sponge Gourd, Leafy Vegetables, Pumpkin, Banana, Guava, Papaya, and Strawberry.

iii. Imported technology:

a. Detail of Technology: Nil

b. The technology is imported during the year 2021-22: Nil

c. This technology is fully absorbed: Not Applicable

iv. The expenditure incurred on Research and Development is Rs Nil.

C. FOREIGN EXCHANGE EARNING AND OUTGO

i. The Company has not earned any foreign exchange during the year under review.

ii. The Company has not incurred any foreign exchange outgo during the year under review.

Deposit from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits

from public was outstanding as on the date of the Balance Sheet.

Names of the Companies which have become or ceased to be Companys Subsidiaries, Joint Ventures or Associate Companies during the year

During the year, there is no such company which has become or ceased to be Companys subsidiary, joint venture or associate company under review.

Significant and Material Orders

During the year under review, there are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Change in Nature of Business

During the year there is no change in nature of business of the Company under review.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness was observed.

Code of Conduct for Directors and Senior Management

In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Companys business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All the members of the Board and senior management personnel have affirmed compliance with the Code of Conduct.

Declaration by the CEO/Managing Director

It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015. Details given in Corporate Governance Report are forming part of this report.

PARTICULARS OF LOANS AND BORROWINGS TAKEN BY THE COMPANY

The Company has not taken any Loans and Borrowings during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not made any loans or, guarantee, or provided any security or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Rules made thereunder.

ACCOUNTING TREATMENT

The Company has adopted Indian Accounting Standards (Ind AS) notified by Ministry of Corporate Affairs from 1st April 2017, with a transition date 1st April 2016 and accordingly these financial statement have been prepared in accordance with the companies (Indian Accounting Standard) Rules, 2015 prescribed under section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. The financial statements have been prepared on accrual basis. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

VIGIL MECHANISM

The Company has established a vigil mechanism for adequate safeguards against victimization of directors and employees of the Company For details, please refer to the Corporate Governance Report attached to the Annual Report.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, there no pecuniary relationship or transactions has taken place between the Company and Non-Executive Directors of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Pradeep Gupta has resigned from the post of Non-Executive (Independent) Director of the Company from close of business hours on 31st March, 2023.

Mr. Satendra Kumar Goyal has resigned from the post of Non-Executive (Independent) Director of the Company from close of business hours on 31st March, 2023.

Mr. Kapoor Chand Garg has been appointed as Additional Non-Executive (Independent) Director on the Board w.e.f. 31st March, 2023. He resigned from the Company with effect from 30th June, 2023.

Mr. Rahul Kumar Pathak has been appointed as Additional Non-Executive (Independent) Director on the Board w.e.f. 31st March, 2023. He resigned from the Company with effect from 30th June, 2023.

Mr. Praveen Kumar Mishra has been appointed as an Additional Non-Executive (Independent) Director on the Board with effect from 30th June, 2023 who shall be regularised as Non-Executive (Independent) Director in ensuing general meeting subject to the approval of shareholders of the Company.

Ms. Jyoti Bansal has been appointed as an Additional Non-Executive (Independent) Director on the Board with effect from 30th June, 2023 who shall be regularised as Non-Executive (Independent) Director in ensuing general meeting subject to the approval of shareholders of the Company.

Mr. Hanuman Prasad has been appointed as Company Secretary and Compliance Officer of the Company with effect from 061 December, 2021. He resigned from the Company with effect from 23rd June, 2022.

Mr. Pritam has been appointed as Company Secretary and Compliance Officer of the Company with effect from 21st December, 2022. He resigned from the Company with effect from 01st March, 2023.

Mrs. Anupam Aditya has been appointed as Company Secretary and Compliance Officer of the Company with effect from 31s March, 2023.

Mr. Lalit Shah has resigned from the post of Chief Financial Officer (KMP) from close of business hours on 31st March, 2023. Mr. Yogesh Agrawal has been appointed as Chief Financial Officer of the Company with effect from 30th June, 2023.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Parul Agrawal Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. After convening the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Boards Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

The details of Policy for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.genomicvalley.com.

The following policies has been adopted by the Company which are put up on the website of the Company at the link: www.genomicvalley.com:

(a) Policy for selection of Directors and determining Directors independence; and

(b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Nomination and Remuneration Policy

The Company has adopted the policy and procedures with regard to Nomination and Remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management consistent with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee and this policy shall be compliance in with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees. The key objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of directors, KMP and senior management.

b) Formulate the criteria for determining qualifications, positive attributes, and independence of a director and recommend the Board a Policy, relating to the remuneration for the directors, key managerial personnel and other employees.

c) Formulation of criteria for evaluation of Independent Directors and the Board.

d) To evaluate the performance of the members of the Board and provide necessary report to the Board.

e) To recommend to the Board remuneration payable to the directors, key managerial personnel and senior management.

f) To retain, motivate and promote talent of directors, managerial personnel required to run the Company successfully.

g) To assist the Board in fulfilling responsibilities.

h) To implement and monitor policies and processes regarding principles of corporate governance.

The policy to regulate the Nomination and Remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management is available on the website of the Company www.genomicvalley.com and annexed as Annexure D to this Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditor

M/s Andros & Co., Chartered Accountant was appointed as statutory auditors of the Company in the Annual General Meeting held on 23rd August, 2019 for five years. The Board of Directors has approved the ratification of appointment of M/S ANDROS & CO. (Firm Reg. No.008976N), Chartered Accountants, Delhi as Statutory Auditors of the Company for the financial year 2023-24 to hold office from the conclusion of 29th Annual General Meeting till the conclusion of the 30th Annual General Meeting and fix their remuneration for the financial year 2023-24 subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

M/s Andros & Co. has conducted the Statutory Audit of the Company for the Financial Year 2022-23.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any observation, qualification, reservation or adverse remark.

Internal Auditor

Navjyoti Kumar Jha has been appointed as Internal Auditors of the Company to conduct the Internal Audit of the company for the Financial Year 2022-23.

Secretarial Auditor

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 2022-23 in the Board Meeting held on 28.05.2022 at such remuneration as may be decided mutually by Managing Director of the Company and the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as Annexure E to this Report. The Secretarial Audit Report does not contain any observation, qualification, reservation or adverse remark.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys 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.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record 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 Companys 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 and on behalf of Genomic Valley Biotech Limited

sd/-

Yogesh Agrawal Managing Director

DIN-01165288

Address: G-74, Pushkar Enclave, Paschim Vihar, Delhi- 110063

sd/-

Parul Agrawal Director

DIN-01165188

Address: G-74, Pushkar Enclave, Paschim Vihar, Delhi- 110063

Date: 04.09.2023 Place: Haryana

Annexure A to the Board Report

1. Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

S. No. Name of the Director/KMP and Designation

Remuneration of Director/KMP for the Financial Year 2022-23 (In Rs.) % Increase in Remuneration in the Financial year 2022-23 Ratio of remuneration of each Director to median remuneration of Employees

1. Mr. Yogesh Agrawal (Managing Director)

6,00,000 8.33 1002.72%

2. Mr. Hanuman Prasad (Company Secretary & Compliance officer) from 06th December, 2021 to 23rd June, 2022

59,837/- 20.22 100%

3 Mr. Pritam (Company Secretary & Compliance officer)

35,000/- NA 58.50%

(ii) The median remuneration of employees of the Company during the financial year was Rs. 59,837/-

(iii) The percentage decrease in the median remuneration of employees in the financial year 2022-23 is 33.14%.

(iv) There were 3 permanent employees on the rolls of Company as on March 31, 2023.

(v) Average Percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

(vi) It is hereby affirmed that the remuneration is as per the remuneration policy of the Company.

2. Statement of Disclosure of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. Detail of Top ten employee in terms of remuneration drawn:

S. No. Particulars Name of the Top Ten Employees

Name of the Top 10 Employees

1 2 3 4 5 7 8
Sanjoy Gupta Lalit Shah Himanshu

Indoria

Hanuman Prasad Naveen Kishore Gupta Ankit Saini Pritam

1 Designation

General Manage r(Policy Planning & Procurement) General Manager (Agriculture Planning) and Chief Financial Officer w.e.f 02.09.2017 Supervisor - Agriculture & Horticulture Company Secretary General Manager- Exports Agriculture

Supervisor

Company Secretary

2 Remuneration received

48850 3500 59837 315000 92130 35000

3 Nature of employment

Payroll Payroll Payroll Payroll Payroll Payroll Payroll

4 Qualification & Experience

M.Sc. Chemistry from D.U., 35 Yrs. B. (Sc), 22 Yrs. B.(SC), 5 Yrs. Company Secretary, 2 Yrs. M.Com B.(SC), 2 Yrs. Company Secretary, 1 Yrs.

5 Date of Commencement of employment

01.04.2015 01.01.2016 20.09.2019 06.12.2021 01.10.2021 01.04.2021 21.12.2022

6 Age

59 51 25 32 66 26 26

7 Last Employment

Shreeram Industrial Enterprises Ltd Self Employed Cogent EService Pvt. Ltd. CA Leeladhar & Prajapat & Co. Self Employed Self Employed Self Employed

8 Percentage of Equity shares held

NIL NIL NIL NIL 0.003 NIL NIL

9 Relationship with any director or manager and name of the such director

NA NA NA NA Brother in Law of Mr. Yogesh Agrawal, Managing Director & Brother in Law of Mrs. Parul Agrawal, Director NIL NA

ii. Employee in the Company in receipt of remuneration aggregating more than Rs. 1,02,00,000 per annum being employed throughout the financial year and Rs. 8,50,000 or more per month being employed for part of the year: NIL

iii. Employees in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: NIL

For and on behalf of Genomic Valley Biotech Limited

sd/-

Yogesh Agrawal Managing Director

DIN-01165288

Address: G-74, Pushkar Enclave, Paschim Vihar, Delhi- 110063

sd/-

Parul Agrawal Director

DIN-01165188

Address: G-74, Pushkar Enclave, Paschim Vihar, Delhi- 110063

Date: 04.09.2023 Place: Haryana

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on 31st March, 2023

(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS:

1. CIN

L01122HR1994PLC033029

2. Registration Date

16/05/1994

3. Name of the Company

GENOMIC VALLEY BIOTECH LIMITED

4. Category/Sub-category of the Company

PUBLIC COMPANY/LIMITED BY SHARE

5. Address of the Registered office & contact details

4 K.M. STONE, BERRI CHHARRA ROAD,P.O. TANDAHERI, TEHSIL-BAHADURGARH, DISTT-JHAJJAR,

HARYANA- 124507 Contact: +91-9811341542

6. Whether listed company

YES

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

Beetal Financial & Computer Services Private Limited

Beetal House, 99, Madangir, Behind Local Shopping Centre, Near Dada HarsukhDass Mandir, New Delhi- 110062.

Phone- 91-11-2996 1281-83

Fax- 91-11-2996 1284

Email- beetal@beetalfinancial.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services

NIC Code of the Product/service % to total turnover of the company

1 HORTICULTURE BUSINESS

01132 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Address of the Company

CIN/ GNL Holding/

Subsidiary/

Associate

% of Shares held Applicable

Section

1 NA

NA NA NA NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Break up as percentage of Total Equity) Category-wise Share Holding

CATEG ORY Code CATEGORY OF SHAREHOL DER

NO. OF SHARES HELD AT THE BEGINNING OF THE YEAR 01/04/2022

NO. OF SHARES HELD AT THE END OF THE YEAR 31/03/2023

% CHANGE DURING THE YEAR

DEMAT PHYSICAL TOTAL % OF TOTAL SHARES DEMAT PHYSICAL TOTAL % OF TOTAL SHARES

(i) (ii)

(iii) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)

(A) PROMOTER AND PROMOTER GROUP

(1) INDIAN

(a) Individual /HUF

2051945 0 2051945 67.18 2072450 0 2072450 67.85 0.67

(b) Central Government/State Government(s)

0 0 0 0 0 0 0 0

(c) Bodies Corporate

0 0 0 0 0 0 0 0

(d) Financial Institutions / Banks

0 0 0 0 0 0 0 0

(e) Others

0 0 0 0 0 0 0 0

Sub-Total A(1)

2051945 0 2051945 67.18 2072450 0 2072450 67.85 0.67

(2) FOREIGN

(a) Individuals (NRIs/Foreign Individuals)

0 0 0 0 0 0 0 0

(b) Bodies Corporate

0 0 0 0 0 0 0 0

(c) Institutions

0 0 0 0 0 0 0 0

(d) Qualified Foreign Investor

0 0 0 0 0 0 0 0

(e) Others

0 0 0 0 " 0 0 0 0

Sub-Total A(2)

0 0 0 0 0 0 0 0

Total A=A(1)+A(2)

2051945 0 2051945 67.18 2072450 0 2072450 67.85 0.67

(B) PUBLIC SHAREHOL DING

(1) INSTITUTIONS

(a) Mutual Funds /UTI

0 0 0 0 0 0 0 0

(b) Financial Institutions /Banks

0 0 0 0 0 0 0 0

(c) Central Government / State Government(s)

0 0 0 0 0 0 0 0

(d) Venture Capital Funds

0 0 0 0 0 0 0 0

(e) Insurance Companies

0 0 0 0 0 0 0 0

(f) Foreign Institutional Investors

0 0 0 0 0 0 0 0

(g) Foreign Venture Capital Investors

0 0 0 0 0 0 0 0

(h) Qualified Foreign Investor

0 0 0 0 0 0 0 0

(i) Others

0 0 0 0 0 0 0 0

Sub-Total B(1)

0 0 0 0 0 0 0 0

(2) NON- INSTITUTIO NS

(a) Bodies Corporate

20000 0 20000 0.65 0 0 0 0 0.65

(b) Individuals

(i) Individuals holding nominal share capital up to Rs.1 lakh

811 20850 21661 0.71 242 20850 21092 0.69 0.02

(ii) Individuals holding nominal share capital in excess of Rs.1 lakh

960894 0 960894 31.46 960958 0 960958 31.46 0.00

(c) Others

CLEARING MEMBERS

0 0 0 0 0 0 0 0

NON RESIDENT INDIANS

0 0 0 0 0 0 0 0

(d) Qualified Foreign Investor

0 0 0 0 0 0 0 0

Sub-Total B(2) :

981705 20850 1002555 32.82 961200 20850 982050 32.15 0.67

Total B=B(1)+B(2)

981705 20850 1002555 32.82 961200 20850 982050 32.15 0.67

Total (A+B) :

3033650 20850 3054500 100 3033650 20850 3054500 100 -

(C) Shares held by custodians, against which Depository Receipts have been issued

0 0 0 0 0 0 0 0

GRAND TOTAL (A+B+C) :

3033650 20850 3054500 100 3033650 20850 3054500 100

B) Shareholding of Promoter-

SN Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of Shares % of total Shares of the company %of Shares Pledged

/

encumbered to total shares

No. of Shares % of total Share s of the comp any %of Shares Pledged

/

encumbered to total shares

1 Mr. Yogesh Agrawal

1786750 58.49 0 1766245 57.82 0 0.67

2 Mrs. Parul Agrawal

283700 9.29 0 283700 9.29 0 -

3 Ms. Ojaswini Avantika

2000 0.07 0 2000 0.07 0 -

TOTAL

2072450 67.85 0 2072450 67.85 0 -

C) Change in Promoters Shareholding

SN Shareholders Name

Shareholding at the

beginning of the year

% of total Shares of the

company

Date of Acquisition, Transfer and

Dispose off/Sale off

No. of shares Acquired, Transferred and Disposed off/Sale off Acquisition, Transfer and Dispose off/Sale off Shareholding at the end of the year % of total Shares of the

company

1 YOGESH AGRAWAL

1786750 58.4957 17-Feb-23 -20505 Sell 1766245 57.8244
31-Mar-23 1766245 57.8244

2 PARUL AGRAWAL

283700 9.2879 31-Mar-23 283700 9.2879

3 OJASWINI AVANTIKA

2000 0.0655 31-Mar-23 2000 0.0655

D) Shareholding Pattern of top ten Shareholders as on 31st March 2023: (Other than Directors, Promoters and Holders of GDRs and ADRs):

SN Shareholders Name

Shareholding at the

beginning of the year

% of total Shares of the company Date of Acquisition, Transfer and

Dispose off/Sale off

No. of shares Acquired, Transferred and Disposed off/Sale off Acquisition, Transfer and Dispose off/Sale off Shareholding at the end of the year % of total Shares of the

company

1 HARISH CHANDRA SHARMA

348443 11.4075 13-May-22 -10 Sell 348433 11.4072
0 20-May-22 -16 Sell 348417 11.4067
0 27-May-22 -15 Sell 348402 11.4062
0 04-Nov-22 -10 Sell 348392 11.4059
0 11-Nov-22 -2 Sell 348390 11.4058
0 18-Nov-22 -1 Sell 348389 11.4058
_ 0 16-Dec-22 -2 Sell 348387 11.4057
0 23-Dec-22 -1 Sell 348386 11.4057
0 06-Jan-23 -2 Sell 348384 11.4056
0 31-Mar-23 348384 11.4056

2 DEEPTI AGGARWAL

336000 11.0002 31-Mar-23 336000 11.0002

3 AMAR AGGARWAL

276510 9.0525 31-Mar-23 276510 9.0525

4 SSR FOOTCARE PRIVATE LIMITED

20000 0.6548 31-Mar-23 20000 0.6548

5 AVANI GUPTA

4000 0.131 31-Mar-23 4000 0.131

6 PARTEEK GUPTA

4000 0.131 31-Mar-23 4000 0.131

7 REVATHI KOTTARU

2 0.0001 02-Dec-22 1 Purchase 3 0.0001
0 23-Dec-22 1 Purchase 4 0.0001
0 06-Jan-23 2 Purchase 6 0.0002
0 17-Feb-23 500 Purchase 506 0.0166
0 31-Mar-23 506 0.0166

8 NITIN KISHORE GUPTA

198 0.0065 20-May-22 11 Purchase 209 0.0068
0 27-May-22 10 Purchase 219 0.0072
0 31-Mar-23 219 0.0072

9 ANWAR SAIDKHAN

200 0.0065 31-Mar-23 200 0.0065

10 ANWAR SAIDKHAN

200 0.0065 31-Mar-23 200 0.0065

11 DEEBA YUNUS

200 0.0065 31-Mar-23 200 0.0065

12 SYED MOHD JAMAL

200 0.0065 31-Mar-23 200 0.0065

13 RASIKLAL H NARECHANIA

200 0.0065 31-Mar-23 200 0.0065

14 RAGHUNANDAN KRUSHNASHANKER JOSHI

100 0.0033 31-Mar-23 100 0.0033

15 MONICA MAHESH PATEL

100 0.0033 31-Mar-23 100 0.0033

E) Shareholding of Directors and Key Managerial Personnel as on 31st March 2023:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Date

Increase/Decrease in share holding

Reason

Cumulative Shareholding during the

Year

No. of shares % of total shares of the company No. of share s % of total shares of the company

1. Yogesh Agrawal (Managing Director)

1786750 58.49 17-Feb-23 -20505 Sell 1766245 57.82

2. Parul Agrawal (Director)

2,83,700 9.29 NA NA NA 2,83,700 9.29

3. Satendra Kumar Goyal (Director)

25 0.00 NA NA NA 25 0.00

4. Pradeep Gupta (Director)

NIL NIL NA NA NA NIL NIL

5. Lalit Shah (Chief Financial Officer)

NIL NIL NA NA NA NIL NIL

6. Kapoor Chand Garg (Director)

NIL NIL NA NA NA NIL NIL

7. Rahul Kumar Pathak (Director)

NIL NIL NA NA NA NIL NIL

V) INDEBTEDNESS -Indebtedness of the Company including Service charge outstanding/accrued but not due for payment as on 31st March 2023:

(In Rs.)

Secured Loans excluding deposits Unsecured

Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

- 7,045,000.00 - 7,045,000.00

ii) Service charge due but not paid

- - - -

iii) service charge accrued but not due

- - - -

Total (i+ii+iii)

- 7,045,000.00 - 7,045,000.00

Change in Indebtedness during the financial year

Addition (Service charge)

- - - -

Reduction

-

7,045,000.00

-

7,045,000.00

Net Change

- 7,045,000.00 - 7,045,000.00

Indebtedness at the end of the financial year

i) Principal Amount

- - - -

ii) Interest due but not paid

- - - -

iii) Interest accrued but not due

-

-

-

-

Total (i+ii+iii)

- - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(in Rs.)

SN. Particulars of Remuneration

Name of MD/WTD/ Manager Total Amount
Mr. Yogesh Agrawal

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

6,00,000 6,00,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

NIL NIL

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

NIL NIL

2 Stock Option

NIL NIL

3 Sweat Equity

NIL NIL

4 Commission

- as % of profit

- others, specify...

NIL NIL ""

5 Others, please specify

NIL NIL

Total(A)

6,00,000 6,00,000

Ceiling as per the Act

Rs. 60,00,000

B. Remuneration to other directors

SN.

Particulars of Remuneration

Name of Directors

Total

Amount

Pradeep

Gupta

Satendra Kumar Goyal Kapoor Chand Garg Rahul

Kumar

Pathak

Parul Agrawal

1

Independent Directors NIL NIL NIL NIL NIL NIL
Fee for attending board committee meetings NIL NIL NIL NIL NIL NIL
Commission NIL NIL NIL NIL NIL NIL
Others, please specify NIL NIL NIL NIL NIL NIL
Total (1) NIL NIL NIL NIL NIL NIL

2

Other Non-Executive Directors NIL NIL NIL NIL NIL NIL
Fee for attending board committee meetings NIL NIL NIL NIL NIL NIL
Commission NIL NIL NIL NIL NIL NIL
Others, please specify NIL NIL NIL NIL NIL NIL
Total(2) NIL NIL NIL NIL NIL NIL
Total (B)=(1+2) NIL NIL NIL NIL NIL NIL
Total Managerial Remuneration NIL NIL NIL NIL NIL NIL
Overall Ceiling as per the Act Rs.

60,00,

000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN

Particulars of Remuneration

Key Managerial Personnel

Anupam Aditya (Company Secretary & Compliance Officer) Hanuman Prasad (Company Secretary & Compliance Officer) Pritam

(Company Secretary & Compliance Officer)

Lalit Shah (CFO) Total

1

Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 59,837/- 35,000/- 94,837/-
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 0 0 0 0 0

2

Stock Option 0 0 0 0 0

3

Sweat Equity 0 0 0 0 0

4

Commission 0 0 0 0 0
- as % of profit 0 0 0 0 0
others, specify... 0 0 0 0 0

5

Others, please specify 0 0 0 0 0
Total - 59,837/- 35000/- - 94,837/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act Brief

Description

Details of Penalty / Punishment/ Compounding fees imposed Authority

[RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

NIL NIL NIL NIL NIL

Punishment

NIL NIL NIL NIL NIL

Compounding

NIL NIL NIL NIL NIL

B. DIRECTORS

Penalty

NIL NIL NIL NIL NIL

Punishment

NIL NIL NIL NIL NIL

Compounding

NIL NIL NIL NIL NIL

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL NIL "nil NIL NIL

Punishment

NIL NIL NIL NIL NIL

Compounding

NIL NIL NIL NIL NIL

For and on behalf of Genomic Valley Biotech Limited

sd/-

Yogesh Agrawal Managing Director

DIN-01165288

Address: G-74, Pushkar Enclave, Paschim Vihar, Delhi- 110063

sd/-

Parul Agrawal Director

DIN-01165188

Address: G-74, Pushkar Enclave, Paschim Vihar, Delhi- 110063

Date: 04.09.2023 Place: Haryana

AUDITORS CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To

The Members

Genomic Valley Biotech Limited 4 K.M. Stone, Berri Charra Road,

P.O. Tanda Heri, Tehsil- Bahadurgarh,

Distt. Jhajjar, Haryana-124507

We have examined the compliance of conditions of Corporate Governance by Genomic Valley Biotech Limited (the Company) for the year ended 31 March, 2023, as stipulated in chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Companys management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the provisions as specified in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to Listing Agreement of the said Company with stock exchanges.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For ANDROS & CO. CHARTERED ACCOUNTANT FRN:0008976N

sd/-

(CA Bhavuk Garg) (Partnership Firm) (Membership No.-502310) UDIN: 23502310-BGUYNB-1363

Date: 04.09.2023 Place: New Delhi

NOMINATION AND REMUNERATION POLICY

1. INTRODUCTION:

The Board of Directors (the "Board") of Genomic valley Biotech Limited (the "Company or "GVBL") has adopted the following policy and procedures with regard to Nomination and Remuneration.

In terms of the provisions of the Companies Act, 2013 and SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015, this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration Committee ("NRC") and approved by the Board of Directors of the Company.

2. CONSTITUTION OF COMMITTEE:

The Board of Directors of the Company (the Board) constituted the Committee known as Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one half are independent directors. The chairman of the Committee is an Independent Director. However, Chairperson of the Board (executive or non executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

3. OBJECTIVE:

The Nomination and Remuneration Committee and this policy shall be compliance in with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015.

The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees. The key objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of directors, KMP and senior management.

b) Formulate the criteria for determining qualifications, positive attributes, and independence of a director and recommend the Board a Policy, relating to the remuneration for the directors, key managerial personnel and other employees.

c) Formulation of criteria for evaluation of Independent Directors and the Board.

d) To evaluate the performance of the members of the Board and provide necessary report to the Board.

e) To recommend to the Board remuneration payable to the directors, key managerial personnel and senior management.

f) To retain, motivate and promote talent of directors, managerial personnel required to run the Company successfully.

g) To assist the Board in fulfilling responsibilities.

h) To implement and monitor policies and processes regarding principles of corporate governance.

4. APPLICABILITY:

a) Directors (Executive and Non-Executive)

b) Key Managerial Personnel (KMP)

c) Senior Management

5. DEFINITIONS:

"Act" means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

"Board" means Board of Directors of the Company.

"Directors" means Directors of the Company.

"Key Managerial Personnel" means

a) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole Time Director;

b) Chief Financial Officer;

c) Company Secretary; and

d) such other officer as may be prescribed.

"Senior Management" means the personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined under the Companies Act, 2013 as may be amended from time to time.

6. POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT:

I. APPOINTMENT CRITERIA AND QUALIFICATION:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director or Key Managerial Personnel or Senior Management and recommend to the Board for his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any director as Whole Time Director who has attained the age of seventy years. Provided that the term of a person holding such office may be extended beyond the age of 70 years with the approval of the shareholders by passing a special resolution. The explanatory statement to be annexed to the notice for passing of such special resolution should indicate the justification for extension of appointment of such person beyond seventy years.

II. TERM / TENURE:

a) Managing Director / Whole Time Director:

The Company shall appoint or re-appoint any person as its Managing Director / Whole Time Director for a term not exceeding five years at a time.

b) Independent Director:

An Independent Director hold office for a term upto five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards Report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-Time Director of a listed company or such other number as may be prescribed in the Act.

III. EVALUATION:

The Committee shall carry out evaluation of performance of every director, key managerial personnel and senior management at annual intervals.

IV. REMOVAL:

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules or regulations there under, the Committee may recommend, to the Board with reasons recorded in writing , removal of a Director, Key Managerial Personnel and/or Senior Management Personnel subject to the provisions of the Act, rules and regulations of the said Act.

V. RETIREMENT:

The Director, Key Managerial Personnel and Senior Management Personnel shall retire as per the applicable provisions of the Act. The Board may have the discretion to retain a Director, Key Managerial Personnel and/or Senior Management Personnel in the same position remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company.

7. POLICY FOR REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

A. Remuneration to Managing/Whole-time/Executive/Managing Director, Key Managerial Personnel and Senior Management Personnel:

The Remuneration/ Compensation/ Commission etc. to be paid to Director / Managing Director etc. shall be governed as per the provisions of the Companies Act, 2013 and the rules made there under or any other enactment for the time being in force.

B. Remuneration to Independent Directors:

The Non-Executive Independent Director may receive sitting fees subject to ceiling / limits as provided under the Companies Act, 2013 and rules made there under of any other enactment for the time being in force.

C. Roles and Responsibility in relation to Nomination Matters:

a) Ensure that there is appropriate induction/policy in place for new Directors and members for senior management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the guidelines provided under the Act;

c) Identifying and determining the Directors who are to retire by rotation.

d) Determining the appropriate size, diversity and composition of the Board;

e) Evaluating the performance of the Board Members and Senior Management in the context of the Companys performance from compliance and business perspective;

f) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the termination or suspension of service of an Executive Director as employee of the Company subject to the provision of the law.

g) Recommend any necessary changes to the Board.

h) Considering any other matters, as may be requested by the Board.

D. In Relation to Remuneration Matters:

The duties of the Committee in relation to remuneration matters include:-

a) Considering and determining the Remuneration Policy, based on the performance and also

Bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.

b) Approving the remuneration of the Senior Management including key managerial personnel of the Company, and maintain a balance between objectives appropriate to the working of the Company.

c) Delegating any of its powers to one or more of its members or the Secretary of the Committee.

d) Considering any other matters as may be requested by the Board.

8. REVIEW AND AMENDMENT

a) The Committee or the Board may review the Policy as and when it deems necessary.

b) The Committee may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementations to this Policy, if it thinks necessary.

c) This Policy may be amended or substituted by the Committee or by the Board as and when required where there is any statutory change necessitating change in the policy.

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023 (Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

Genomic Valley Biotech Limited

CIN L01122HR1994PLC033029 4 K.M. Stone, Berri Chharra Road Vill.,

P.O. Tandaheri, Teh. Bahadurgarh,

Distt. Jhajjar, Haryana-124507

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Genomic Valley Biotech Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company for the financial year ended on 31st March 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the audit period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period)

(i) Other regulations of the Securities and Exchange Board of India as are applicable to the Company.

We have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

2. The Listing Agreements entered into by the Company with the National Stock Exchange of India Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meeting, Agenda and detailed notes on agenda were sent at least seven days in advance other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions in the Board Meeting and Committee meeting are carried out by requisite majority and recorded in the minutes of the meetings of the Board of Directors and committee of the Board of Directors, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further reported that during the audit period no events occurred which had bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

For and on behalf of SBR & Co. LLP

Place: Ghaziabad

th .

Rohit Batham Designated Partner Membership No.: A37260 CP No.: 19095 Peer review no.: 1631/2021

UDIN: A037260E000929635

Date: 04 September 2023

This report is to be read with our letter of even date which is annexed as "Annexure 1" and forms an integral part of this report.

To,

The Members,

Genomic Valley Biotech Limited

CIN L01122HR1994PLC033029

4 K.M. Stone, Berri Chharra Road Vill.,

P.O. Tandaheri, Teh. Bahadurgarh,

Distt. Jhajjar, Haryana-124507

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on the test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For and on behalf of SBR & Co. LLP

Place: Ghaziabad

Date: 04th September 2023

Rohit Batham Designated Partner Membership No.: A37260 CP No.: 19095 Peer review no.: 1631/2021

UDIN: A037260E000929635