Genpharmasec Ltd Directors Report

To,

The Members of

Genpharmasec Ltd.

The Board of Directors is pleased to present the Companys 33^rd Annual Report together with the

Companys Audited Financial Statements for the year ended 31^st March 2025. This report is in compliance with the requirements of The Companies Act, 2013, The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

1. Operating Results:

The Companys Standalone & Consolidated financial performance, for the financial year ended 31^st March 2025 as compared to the previous financial year, is summarized below:

(Amt. in lakhs)

	FY 2024-25		FY 2023-24
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	3,296.36	3,372.18	3040.57	3040.57
Other Income	342.80	306.22	71.76	65.59
Total Income	3,639.16	3,678.40	3112.33	3106.16
Total Expenses	3,294.51	3,490.38	3065.67	3081.10
Profit/(Loss) Before Tax	344.65	188.02	46.66	25.06
Profit/(Loss) After Tax	246.88	123.12	4.62	(16.93)
Other Comprehensive Income	(48.65)	(48.65)	(73.04)	(73.04)
Total Comprehensive Income	198.22	74.47	(68.42)	(89.97)
for the Period

The financial statements for the year ended 31^st March 2025 have been prepared as per the Indian Accounting Standards (Ind AS).

2. Review of Operations:

Standalone:

During the financial year ended 31^st March, 2025, the Company has recorded, on standalone basis, revenue of Rs. 3,296.36 lakhs as compared to the Revenue of Rs 3040.57 lakhs in the previous year. The Profit before Tax for the FY 2024-25 is Rs. 344.65 lakhs as compared to Profit of Rs. 46.66 lakhs in the previous year. The Profit after Tax for the FY 2024-25 is Rs. 246.88 lakhs as compared to Profit of Rs. 4.62 lakhs in the previous year.

Consolidated:

On consolidated basis, the Company has recorded revenue of Rs. 3,372.18 lakhs as compared to the Revenue of Rs 3040.57 lakhs in the previous year. The Profit before Tax for the FY 2024-25 is Rs. 188.02 lakhs as compared to Profit of Rs. 25.06 lakhs in the previous year. The Profit after Tax for the FY 2024-25 is Rs. 123.12 lakhs as compared to Loss of Rs. 16.93 lakhs in the previous year.

3. Change in nature of business:

During the financial year 2024-25 there was no change in nature of business of the Company.

4. Dividend:

During the year under review, in order to conserve the resources of the Company for future growth and development, the Board of Directors do not recommend any dividend.

5. Transfer to Reserves:

There are no transfers to any specific reserves during the year.

6. Cash Flow and Financial Statements:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement form part of the Annual Report.

7. Consolidated Financial Statements:

In compliance with the applicable provisions of the Companies Act, 2013, including the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013 and as required under Regulation 34 of the Listing Regulations, this Annual Report includes Consolidated Financial Statements for the financial year 2024-25.

8. Share Capital:

During the year under review, the Authorised Share Capital of your Company as on 31^st March 2025 stood at Rs. 56,00,00,000/- divided into 56,00,00,000 Equity Shares of Rs. 1/- each. The Issued, Subscribed and Paid-up Share Capital as on 31^st March, 2025 was 55,37,19,700 divided into 55,37,19,700 Equity Shares of 1/- each.

9. Deposits:

During the FY 2024-25, your Company has neither accepted nor has any outstanding deposits received from the public within the meaning of Section 2(31) and Chapter V of the Companies Act, 2013, read with Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on 31^st March, 2025.

10. Extract of annual returns:

As required under Section 92(3) of The Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of The Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for the financial year 2024-25 is uploaded on the Companys website and can be accessed at the link: https://www.genpharmasec.com/investors.html.

11. Transfer of unclaimed dividend to investor education & protection fund:

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of The Companies Act, 2013.

12. Details of application made or proceedings pending under insolvency and bankruptcy code 2016: During the year under review, there were no applications made or proceedings pending in the name of the Company under The Insolvency and Bankruptcy Code, 2016.

13. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions:

During the year under review, there has been no One-Time-Settlement of Loans taken from Banks and Financial Institutions.

14. Maintenance of cost records:

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2024-25. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

15. Details of Directors or Key Managerial Personnel (KMP):

Composition of the Board of Directors and KMP:

The Board of the Company consisted of 6 Directors of Which 1 (One) is Whole Time Director, 2 (Two) Non-Executive Non-Independent Directors (including a Woman Directors) and 3 (Three) Non-Executive Independent Directors. The Board of Directors and Key Managerial Personnel is duly constituted. The details of the directors are given in the Corporate Governance Report forming part of the Annual Report.

Changes in Composition of Board and Key Managerial Personnel:

Mr. Sohan Chaturvedi was appointed as Whole-Time Director of the Company w.e.f 26^th April, 2024.

Retirement of Directors by Rotation:

Mrs. Sneha Sadhwani (DIN: 08315181), Non-Executive Non-Independent Director of the Company, who retired by rotation in terms of Section 152(6) of the Act was reappointed by the Members at the 32^nd Annual General Meeting of the Company.

16. Details of Board Meetings:

The Board met Eight (9) times during the financial year 2024-25, the details of which are given in the Corporate Governance Report forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

17. Committees of the Board:

As on March 31, 2025, the Board had Three Committees namely, Audit Committee, Nomination and Remuneration Committee, & Stakeholders Relationship Committee. The Composition of all the Committees is in line with the requirement of the Act and the Listing Regulations. During the year, all the recommendations made by the Committees were accepted by the Board. A detailed note on the composition, number and dates of meetings held and attendance of Committee Members is provided separately in the Report on Corporate Governance.

18. Corporate social responsibility committee:

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than Rupees Five Hundred Crore, Turnover less than Rupees One Thousand Crore and Net Profit less than Rupees Five Crore.

19. Meeting Of Independent Directors:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 24^th, 2025.

20. Independent Directors:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

21. Declaration from Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

22. Familiarisation Programme for Independent Directors:

The familiarization program aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

23. Utilization of Funds raised through Rights Issue:

During the year under review the company has utilized the amount of Rs. 4413.24 lacs raised through rights Issue for the following purposes:

1. To acquire Equity Shares from existing shareholders of Derren Healthcare Private Limited and making it subsidiary Company. 2. To repay or prepay, in Full or in part, of certain Borrowings availed by our Company. 3. To part finance the working capital of the Company. 4. To meet General corporate purposes 5. Issue related expenses. Further in this regard, there is no deviation or variation in the utilization of funds.

24. Internal control system:

The Companys internal control system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive

Company in our industry". The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating throughout the year. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Companys internal control system including internal financial controls. Pursuant to the provisions of Section 138 of The Companies Act, 2013, the Board of Directors of the Company at its Meeting held on 21^st May, 2025 have appointed M/s. Abhishek M Agrawal & Co., Chartered Accountant as Internal Auditor of the Company for the FY 2025-26. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning periodicity and methodology for conducting the internal audit.

25. Attributes, Qualifications & Independence of Directors, their Appointment and Remuneration: The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

26. Business Responsibility and Sustainability Report:

The Business Responsibility Report for the financial year ended March 31, 2025 as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to the Company.

27. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

The Additional information required under the provisions of Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are forming part of the Report is furnished as Annexure A to Directors Report.

During the year under review ther e were no foreign exchange earnings. However, the Company has imported 110 i-STAT Analysers, 5 i-STAT Blue Analysers, 120 Simulators and 3,59,161 Cartridges from Abbott POC, USA at the cost of US$ 13,70,459.17 equivalent to Rs. 11,97,14,131. Hence, this is also forming part of the Report is furnished as Annexure A to Directors Report.

28. Directors responsibility statement:

Pursuant to the requirement under Section 134(5) of The Companies Act, 2013, in relation to audited financial statements of the Company for the year ended 31^st March 2025 with respect to Directors Responsibilities Statement, it is hereby confirmed that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the profit of the Company for the year under review; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the accounts for the financial year ended 31^st March 2025 on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls ar e adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013:

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of The Companies Act, 2013 form part of the Notes 63 to the financial statements provided in this Annual Report.

30. Particulars of contracts or arrangements made with related party:

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arms length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations.

There were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in e-form AOC -2 is not applicable to the Company for FY 2024-25.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 38 of the Financial Statement.

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Companys website at the link https://www.genpharmasec.com/related.pdf. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

31. Particulars of employees And Managerial Remuneration:

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure B.

In terms of Section 136(1) of the Act, details of employee remuneration as required under provision of Section 197 of the Companies Act, 2013 and rule 5 (2) and rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection and any member interested in obtaining a copy of the same may write to Company at compliance@genpharmasec.com.

32. Report on performance of Subsidiaries, Joint Ventures and associate companies:

During the year under report the Company has in total 2 Subsidiaries of which 1 is Indian and 1 is overseas namely: 1. Clinigenome India Private Limited which was incorporated on 29^th January 2024. 2. Genpharmasec Middle East DMCC which was incorporated on 16^th May 2023. The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

The Company has on 25^th July, 2025 acquired the 70% stake in Derren Healthcare Private Limited through Share Purchase Agreement (SPA) with one of the promoters of M/s. Derren Healthcare

Private Limited (DHPL) and Share Subscription Cum Shareholders Agreement [SSSA]. Pursuant to completion of acquisition of shares of the Target Company, the Target Company has become a subsidiary of the Company.

Statement containing salient features of financials of subsidiaries pursuant to Section 129 of the Act read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, is annexed in the Form AOC-1 as Annexure C to this Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, and separate audited financial statements in respect of subsidiaries are available on the website of the Company at www.genpharmasec.com

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at www.genpharmasec.com.

33. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated in a separate meeting of Independent Directors. Based on such report of the meeting of Independent Directors and taking into account the views of directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors, etc.

34. Listing:

The shares of the Company are listed at the BSE Ltd. Mumbai only. The Company has paid the annual listing fees for the financial year 2025-26 to the said Stock Exchange.

35. Management Discussion Analysis Report:

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached as Annexure E to the Annual Report.

36. Corporate Governance:

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organizations corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.

In terms of Regulation 34 of SEBI (LODR) Regulations, a separate section on Corporate Governance with a detailed report on Corporate Governance i.e. Annexure F is provided as a separate section in the Annual Report and a certificate from Mr. Jaymin Modi Proprietor of M/s. Jaymin Modi & Co. Company Secretaries, the Secretarial Auditor of the Company, is certifying compliance of conditions of Corporate Governance, forms part of this Annual Report. The Report on Corporate Governance also contains certain disclosures as required under the Companies Act, 2013.

37. Statement concerning development and implementation of risk management policy of the company:

The Risk Management Policy for the financial year ended March 31, 2025 as stipulated under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

38. Auditors:

a) Statutory Auditors:

M/s. Abhishek S Tiwari & Associates, Chartered Accountants, (Firm Registration No. 141048W) were appointed as the Statutory Auditor of the Company at the 28^th AGM held on December 22, 2020, to hold the office for a period of 5 (five) years till the conclusion of the 33^rd AGM to be held in the year 2025, in terms of the applicable provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules 2014. The Report given by the Auditors on the financial statements of the Company forms part of the Annual Report.

On the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No.- 101490W as the Statutory Auditors of the Company for a term of 5 (five) consecutive financial years commencing from April 01, 2025 till March 31, 2030, from the conclusion of 33^rd AGM till the conclusion of the 38^th

AGM of the Company. M/s. Bilimoria Mehta & Co. has submitted a certificate, as required under section 139(1) of the Act confirming that they meet the criteria provided in section 141 of the Act. Their appointment is subject to the approval of the Members of the Company at the ensuing AGM. A resolution seeking their appointment forms part of the Notice convening the 33^rd AGM and is recommended for consideration and approval of the Members of the Company.

b) Secretarial Audit & Secretarial Compliance Report:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s Jaymin Modi & Co., Practicing Company Secretaries, as the Secretarial Auditor for FY 2024-25. The Secretarial Audit Report for FY 2024-25 is enclosed as Annexure D to this report.

In terms of Regulation 24(A) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 as amended from time to time, the Company has obtained the Secretarial Compliance Report and copy of the same shall be submitted to the Stock Exchanges within the prescribed due date.

Securities and Exchange Board of India ("SEBI") vide its notification dated 12^th December, 2024, amended the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The amended regulations require companies to obtain shareholders approval for appointment of Secretarial Auditor on the basis of recommendation of the Board of Directors. Further, such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified by SEBI.

Further, your Directors in their meeting held on May 21, 2025, have appointed, as Secretarial Auditors of the Company for a period of 5 (Five) consecutive years from the conclusion of this 33^rd Annual General Meeting till the conclusion of the 38^th Annual General Meeting (i.e., for FY 2025-26 to FY 2029-30), subject to the approval of the shareholder in the 33^rd Annual General Meeting of the company to be held on September 29, 2025. Accordingly, a resolution has been proposed by the Board in the notice of the 33^rd Annual General Meeting in this regard.

c) Cost Auditor:

The provisions relating to maintenance of Cost Records and Audit thereof are not applicable to Company.

d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board of Directors of the Company at its Meeting held on May 24, 2024 have appointed M/s. Bilimoria Mehta and Co., Chartered accountants as Internal Auditor of the Company for the F.Y. 2024-25. The Audit Committee, in consultation with the Internal Auditor, formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews the Internal Audit Reports. Report of the Internal Auditors for the FY 2024-25 does not contain any qualification, reservation, disclaimer or adverse remarks.

The Board at its meeting held on May 21, 2025 has appointed M/s. Abhishek M Agrawal & Co., as Internal Auditor, for conducting Internal Audit of the Company for FY 2025-2026.

39. Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel:

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub- section (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The

Nomination and Remuneration Policy of the Company is hosted on the Companys website at the link https://www.genpharmasec.com/nomination.pdf.

40. Reporting of frauds by auditors:

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

41. Prevention of Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

SR. No.	Particulars	Details
1.	Number of complaints filed during the financial year.	Nil
2.	Number of complaints disposed of during the financial year.	Nil
3.	Number of Complaints pending as on end of the financial year.	Nil

42. Compliance With Maternity Benefit Act, 1961

In accordance with the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, the Company hereby confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year 2024-25.

43. Code of Conduct for Board Members and Senior Management of the Company:

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the declaration signed by the director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the financial year ended 31^st March, 2025 is annexed to and forms part of the Corporate Governance Report appended to this Annual Report.

44. Compliance of Applicable Secretarial Standards:

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year. Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

45. Vigil Mechanism / Whistle Blower Policy:

Section 177 of the Companies Act 2013 requires every listed company to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company has adopted the policy for implementing Vigil Mechanism. Vigil (whistle blower) mechanism provides a channel to the employees and directors to report to the management concerns about unethical behavior actual or suspected fraud or violation of the code of conduct or policy. The mechanism provides for adequate safeguards against victimization of directors and employees to those who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. This policy applies to all directors and employees of the Company. All directors and employees of the Company are eligible to make disclosures under this Policy in relation to matters concerning the Company.

46. Material changes and commitments if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

The Company has on 25^th July, 2025 acquired the 70% stake in Derren Healthcare Private Limited through Share Purchase Agreement (SPA) with one of the promoters of M/s. Derren Healthcare

Private Limited (DHPL) and Share Subscription Cum Shareholders Agreement [SSSA]. Pursuant to completion of acquisition of shares of the Target Company, the Target Company has become a subsidiary of the Company. Apart from that there are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year and the date of the Boards

Report.

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

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

48. Disclosures in respect of Voting Rights not directly exercised by employees:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 has been furnished.

49. Policies:

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at the link https://www.genpharmasec.com/investors.html.

50. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports: The Auditors Report contains the following remarks in the Statutory Audit report: Remarks: Point (vii) (b) of Annexure A of Standalone audit report

Boards Reply: The Board has noted the Auditors observation on the disputed statutory dues under the Income Tax Act, 1961, amounting to Rs. 1.52 lakhs for AY 2022-23 (FY 2021-22). The matter is currently pending before the Commissioner of Income Tax (Appeals). The Company has filed an appeal against the demand, as it believes the levy is not sustainable. The management will take appropriate action based on the final outcome of the appellate proceedings.

Report of the Secretarial Auditor is given as an Annexure D which is forming part of this Annual report.

Further explanation/comments on the observations of Secretarial Auditors are as under:

Observation : During the year certain E-Forms were filed on ROC (Registrars of Companies) MCA with additional fees. Boards Reply: Due to unforeseen technical issues, we were unable to file certain E-Forms within the prescribed timeline. However, the forms were subsequently filed along with the applicable additional fees and the said default was made good.

51. Green Initiative:

Electronic copy of the Annual Report 2024-2025 and the Notice of the 33^rd Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). Your Directors would like to draw your attention to Section 20 of the Companies Act 2013 read with the Companies (Management and Administration) Rules 2014 as may be amended from time to time which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

52. Acknowledgements:

The Board wishes to express its sincere appreciation for the assistance and co-operation received from banks, government and regulatory authorities, stock exchanges, customers, vendors & members during FY 2024-25. The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees of the Company and looks forward to their continued support and participation in sustaining the growth of the Company in the coming years.

By order of the Board
For Genpharmasec Limited
Sd/-	Sd/-
Mr. Sohan Chaturvedi	Mr. Siddhesh Shende
Whole-Time Director & CFO	Director
DIN: 09629728	DIN: 09629926
Date: 02.09.2025
Place: Mumbai