BioNexus Gene Lab Corp

The Board of Directors and Stockholders of

Bionexus Gene Lab Corp.

Unit A-28-7, Level 28, Tower A

Menara UOA Bangsar

No. 5, Jalan Bangsar Utama 1

59000 Kuala Lumpur

Malaysia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bionexus Gene Lab Corp. and subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income/(loss), consolidated statements of changes in stockholders’ equity, and consolidated statements of cash flows for each of the years in the two-year period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Entity’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, for the year ended December 31, 2025, the Company incurred continuous loss of $2,984,607 and negative cash outflow from operating activities of $1,838,382 and as of December 31, 2025, the Company incurred an accumulated deficit of $6,427,227. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Trade Receivables and Expected Credit Losses (“ECL”)

The identification and measurement of credit impairment under ASC 326 - Financial Instruments: Credit Losses require management to exercise significant judgment in determining whether a financial asset is credit-impaired and, if so, to measure the loss allowance. Specifically, the determination of Expected Credit Losses for trade receivables involves subjective assessments regarding the collectability of outstanding balances, the creditworthiness of customers, and the appropriateness of forecasted economic conditions.

Given the complexity and judgment involved, we identified the impairment of trade receivables as a critical audit matter. The calculation of the loss allowance significantly impacts the financial statements and requires careful evaluation of assumptions, estimates, and the adequacy of data used in the assessment process.

Our audit procedure in this area included the following, among others:

Governance and Unusual Transactions in Subsidiary

During the audit, we identified matters relating to the governance and conduct of former directors of Chemrex Corporation Sdn. Bhd. (“Chemrex”), a subsidiary of the Company. These matters included:

Although the underlying transactions primarily occurred in the prior year, these matters remained under investigation during the year ended December 31, 2025. Prior to the resignation of certain key personnel, the Company’s management together with the Audit Committee, initiated an internal investigation to review these matters. Steps were taken to halt or mitigate certain transactions upon identification of the concerns. On December 19, 2025, the Company received notices of resignation from four officers and directors of Chemrex. These developments have led to ongoing assessments by management regarding the nature and implications of the underlying transactions, as well as the potential courses of action available to the Company and its subsidiaries.

As of the date of this report, no definitive conclusions have been reached in relation to these matters, and the assessments remain subject to further review.

We determined this matter to be a critical audit matter due to the significant judgment required in evaluating:

Our audit procedures included, among others:

Exclusive Intellectual Property License Agreement

During the financial year, the Company entered into an Exclusive Intellectual Property License Agreement with Fidelion Diagnostics Pte. Ltd. (“the licensor”), which grants the Company exclusive rights to use, develop, manufacture, and commercialize products utilizing the VitaGuard minimal residual disease liquid biopsy platform within the ASEAN territory. The agreement includes total consideration of $2,000,000 payable in instalments and certain performance-related obligations.

We determined this matter to be a critical audit matter due to the significant judgment required in evaluating the timing of recognition of the license rights and the related financial obligations, including whether the criteria for recognition of an intangible asset had been met as of December 31, 2025.

Specifically, judgment was required in assessing:

Based on the audit evidence obtained, management concluded that the Company has not control the license rights in substance as of December 31, 2025, as such rights are contingent upon the satisfaction of certain conditions from licensor. Accordingly, no intangible asset has been recognized. Management further recognized a liability of $83,333 in respect of the initial instalment due, with the remaining commitments treated as executory.

Our audit procedures included, among others:

JP CENTURION & PARTNERS PLT (PCAOB: 6723)

We have served as the Company’s auditor since 2021.

Kuala Lumpur, Malaysia

April 14, 2026