genesys international corporation ltd Directors report

To,

The Members of

Genesys International Corporation Limited

Your Directors are pleased to present the 41st (Forty First) Annual Report of Genesys International Corporation Limited ("the Company") along with the Audited Financial Statements (standalone and consolidated) for the financial year (FY) ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

( in Lakhs)

Particulars	Standalone	Standalone	Consolidated	Consolidated
	31-Mar-23	31-Mar-22	31-Mar-23	31-Mar-22
Revenue from Operations	17,991.20	11,962.92	18,112.85	11,962.92
Other Income	644.02	441.12	650.15	336.89
Total Income (A)	18,635.22	12,404.04	18,763.00	12,299.81
Total Expenses (B)	13,783.12	10,421.67	16,263.44	11,375.98
Profit / (Loss) Before Exceptional items (C=A-B)	4,852.10	1,982.37	2,499.56	923.83
Exceptional Items (D)	-	10,038.88	-	4,510.68
Profit / (Loss) Before Tax (E=C-D)	4,852.10	(8,056.51)	2,499.56	(3,586.85)
Tax Expenses (F)	1,006.16	381.44	1,006.38	381.69
Net Profit / (Loss) After Tax (G= E-F)	3,845.94	(8,437.95)	1,493.18	(3,968.54)
Add: Share of Profit/(Loss) of Associates (H)	-	-	-	-
Net Profit / (Loss) for the year (I=G+H)	3,845.94	(8,437.95)	1,493.18	(3,968.54)
Other Comprehensive Income / Expenses for the year (Net of taxes) (J)	(48.49)	83.70	661.49	415.18
Total Comprehensive Income for the year carried to other Equity (K= I+J)	3,797.45	(8,354.25)	2,154.67	(3,553.36)
Total Comprehensive Income for the year attributable to-
Non-Controlling Interest	-	-	(166.08)	(5,175.02)
Equity Shareholders of the company	3,797.45	(8,354.25)	2,320.75	1,621.66

Standalone and Consolidated Financial Statements of the Company for the FY ended March 31, 2023 have been prepared in accordance with Section 133 of the Companies Act, 2013 (The Act) read with rules made thereunder and Indian Accounting Standards (Ind AS) along with the Auditors Report, forming part of the Annual Report.

2. HIGHLIGHTS OF COMPANYS FINANCIAL PERFORMANCE

On a standalone basis, your Companys sales increased to 17,991.20 Lakhs for the current year as against 11,962.92 Lakhs in the previous year. Your Company recorded a net profit of 3,845.94 Lakhs for the current year as against net loss of 8,437.95 Lakhs in the previous year.

On a consolidated basis, your Companys revenue from operations increased to 18,112.85 Lakhs for the current year as against to 11,962.92 Lakhs in the previous year. Your Company recorded a net profit of 1,493.18 Lakhs for the current year as against a net loss of 3,968.54 Lakhs in the previous year.

3. DIVIDEND
1. Dividend Recommendation

Your Directors have not recommended any dividend for the financial year under review.

2. Dividend Distribution Policy

The Board of Directors of the Company had formulated a Dividend Distribution Policy pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The Dividend Policy is available on the Companys website at https://www.igenesys.com/s/Dividend-Distribution-Policy.pdf

4. TRANSFER TO RESERVES

During the year under review, no amount is proposed to be transferred to the General Reserve of the Company. An amount of 672.15 Lakhs transferred to Special Economic Zone (SEZ) Re-investment Reserve Account pursuant to section 10AA of the Income Tax Act, 1961.

5. DEPOSIT

Your Company has not accepted or invited any deposits from the public or its employees during the year under review.

6. COMPANY OPERATIONS AND FUTURE OUTLOOK

Genesys, a prominent player in the Indian geospatial industry, is renowned for its specialisation in creating engineering- grade high precision geospatial datasets. The company distinguishes itself through its proprietary map content program with open standards, dedicated to producing cutting-edge 2D and 3D maps and models respectively. Notably, these datasets are delivered to clients through a licensing model, ensuring widespread access to accurate and up-to-date spatial information.

With a strategic orientation towards government projects and sectors like urban planning, disaster management, forestry, land management and utilities viz. telecommunications and power, Genesys aligns its offerings to address critical needs.

Also, Genesys has cultivated vital partnerships with Global Big Tech corporations, for delivering world class datasets, as

per their defined project scope and specifications complying to the quality standards.

A distinctive asset is its ownership of an expansive 8.3 million kms of Indian road network data. This formidable resource empowers the company to venture into novel domains, such as commerce, automotive and last-mile logistics. By evolving its portfolio to accommodate diverse industry requirements, Genesys exemplifies adaptability and forward thinking. Given its profound industry expertise, collaborative ethos, and innovative solutions, Genesys is primed for sustained growth and influential contributions within the ever-evolving geospatial landscape of India.

Oyster Maps: Genesys 3D Digital Twin Platform Integrating various Geospatial Layers on a Single Portal

7. SHARE CAPITAL

1. AUTHORIZED SHARE CAPITAL

There was no change in the authorized share capital of the Company as on March 31, 2023 which was 25,50,00,000/- divided into 5,10,00,000 equity shares of face value of 5/- each.

2. PAID-UP EQUITY SHARE CAPITAL

During the year under review, the Company has allotted following securities.

Sr. no.	Particulars	No of securities
1.	Allotment of Equity Shares on Preferential basis	38,49,540
2.	Conversion of Compulsorily Convertible Debentures into Equity Shares	15,00,000
3.	Conversion of Warrants into Equity Shares	7,50,000
4.	Allotment of Equity Share pursuant to exercise of stock option under Genesys ESOP Schemes	2,92,807

Consequently, the issued, subscribed and paid-up equity share capital of the Company, as on March 31, 2023 stood at 18,87,75,495 comprising of 3,77,55,099 equity shares of 5/- each.

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

1. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Annual Report.

2. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required in terms of Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of this Annual Report

3. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

During the financial year 2022-23, the Company has raised 205.67 crores through Preferential Issues. The details of the funds raised, objects and amount of deviation, if any is provided in the below table.

Sr. No	Original Object	Funds Raised	Particulars of Issue	Utilization of funds raised
01	Combination of part funding of the capital expenditure, support growth plans of the Company, working capital requirements, repayment of loans, investments and general corporate purposes or any combination thereof to pursue the business objects of the Company.	48.75 Crores	The Company received 3,74,99,537/- i.e 25% of the issue price for allotment of Convertible Warrants. The Company on July 14, 2022 allotted 3,19,145 Warrants convertible into equity shares. Company also allotted 9,57,435 equity shares on July 14, 2022 on receipt of 44,99,94,450/-	48.75 Crores
02		150.06 Crores	The Company received 14,99,99,675/- i.e 25% of the issue price for allotment of Warrants. The Company on July 22, 2022 allotted 13,04,345 Warrants convertible into equity shares. The Company also allotted 28,92,105 equity shares on July 22, 2022 on receipt of 1,35,05,93,700/-.	129.64 Crores
03	Combination of part funding of the capital expenditure, support growth plans of the company, working capital requirements, investment and general corporate purposes	6.86 Crores	The Company received 6,86,25,000/- being the balance 75% amount against Warrants, allotted on August 13, 2021. The Company on February 11, 2023 allotted 7,50,000 equity shares against conversion of Warrant.	6.86 Crores

There is no deviation or variation in the utilization of funds from the objects stated in the explanatory statement to the notice for the general meeting held for approval of preferential issue. The funds raised through the respective issues were utilized for the purpose for which it was raised and in accordance with the objects of the said preferential issue.

Pursuant to the provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulation) the necessary disclosures were submitted with the Stock Exchanges and is available on website of the Company at https://www.igenesys.com/s/GenesysSDmarch23sd.pdf.

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2023, the Company has two subsidiaries viz. A.N. Virtual World Tech Ltd, Cyprus and a wholly owned subsidiary viz. Virtual World Spatial Technologies Private Limited.

A.N. Virtual World Tech Ltd, Cyprus is material subsidiary, as per the criteria under Regulation 16(1)

(c) of the Listing Regulations. A Policy on material subsidiaries had been formulated and is available on the website of the Company and the web link thereto is https://www.igenesys.com/s/Policy-for-Determining- Material-Subsidiaries.pdf

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, the salient features of the financial statements and performance of each subsidiary in Form AOC-1 is disclosed under "Annexure - A"

6. Amalgamation/ Arrangement

During the year under review, the Scheme of Amalgamation had been approved by the Board of Directors of the Company on December 19, 2022 for merger of Virtual World Spatial Technologies Private Limited (VWSTPL), wholly owned subsidiary with your company, pursuant to section 230 to 232 of the Companies Act, 2013. The Scheme is subject to inter- alia receipt of the approval of Regional Director, MCA, ROC, and the National Company Law Tribunal (Mumbai Bench) and other regulatory authorities, as may be applicable.

The scheme is available on the website of the Company, which can be accessed at https://www.igenesys. com/s/Scheme-of-Amalgamation-with-Wholly-Owned- Subsidiary.pdf

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of the Board is in conformity with Section 149 of the Act and Regulation 17 of the Listing Regulations.

Changes in the composition of the Board of Directors during FY 2022-23:

1. APPOINTMENT/ RE-APPOINTMENT:

During the year under review Ms. Bharti Sinha (DIN: 07985813) was appointed as an Additional Director (Non Executive Independent Director) with effect from August 12, 2022. The members approved the appointment of Ms. Bharti Sinha in AGM held on September 30, 2022 for a term of 5 consecutive years

w.e.f August 12, 2022 to August 11, 2027.

The Board is of the opinion that the Independent Director of the Company possess requisite qualification, experience and expertise and holds the highest level of integrity.

Mrs. Saroja Malik (DIN: 00400421), Whole Time Director of the Company was re-appointed for a period of 3 years w.e.f August 17, 2022 to August 16, 2025 by the members at the AGM held on September 30, 2022.

Mr. Sajid Malik (DIN: 00400366), Chairman and Managing Director was re-appointed for the period of 3 years w.e.f September 01, 2022 to August 31, 2025 by the members at the AGM held on September 30, 2022.

3. RESIGNATION:

Mr. Hemant Majethia (DIN: 00400473) resigned as a Non Executive Independent Director of the Company

w.e.f. August 12, 2022 on account of other professional commitments. He confirmed that there is no material reason for his resignation.

The Board of Directors places on record their appreciation for the valuable contribution made by Mr. Hemant Majethia during his tenure.

4. DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Articles of Association of the Company, Mr. Ganapathy Vishwanathan, Non- Executive Director (DIN: 00400518) is liable to retire by rotation at the ensuing AGM. Mr. Ganapathy Vishwanathan intimated that due to his other Board positions and personal commitments, it would be difficult for him to manage the responsibility as a Board Member of the Company and shall be retiring at the ensuing AGM.

The Board places on record its appreciation for the valuable contribution and services rendered by Mr.Ganapathy Vishwanathan during his tenure on the Board of the Company.

5. KEY MANAGERIAL PERSONNEL

The Board of Directors based on the recommendation of the Nomination & Remuneration Committee appointed Mr. Ravi Kumar Jatavallabha V as Chief Financial Officer of the Company w.e.f. September 30, 2022.

6. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Act, and Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that each of them meets the criteria of independence as stipulated under Section 149(6) of the Act and the Listing Regulations.

In the opinion of the Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued there under as well as Listing Regulations and are Independent of Management.

All the Independent Directors of the Company have registered their names in the online database of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Please refer to the Paragraph on Familiarisation Programme for Independent Director in the Report on Corporate Governance for details and related weblink.

1. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

None of the Directors of the Company has drawn any remuneration / commission from the Subsidiary Companies. Genesys does not have any Holding Company.

1. MEETINGS OF THE BOARD

During the year under review, 15 meetings of Board were held. Details are provided in the Report of Corporate Governance which forms part of this Annual Report.

2. COMMITTEES OF THE BOARD

As per the Companies Act and Listing Regulations, the Company has constituted the following committees:

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Compensation Committee*
• Risk Management Committee
• BusinessResponsibilityandSustainability Committee

*Compensation Committee is merged with Nomination and remuneration Committee w.e.f April 01, 2023.

In addition to the above, the Board has constituted an Executive Committee to review specific business matters and other items the Board may decide that need to be considered.

Details of composition of Broad and Committees terms of reference, meetings are given in the Report on Corporate Governance and forms part of this Annual Report.

1. EMPLOYEE STOCK OPTION SCHEME

Your Company has instituted various employee stock options schemes to incentivize eligible employees. The Company has in force the following Schemes.

• Genesys ESOP Scheme- 2010
• Genesys ESOP Scheme- 2020
• Genesys ESOP Scheme- 2022

These schemes were administered by the Compensation Committee. Effective April 01, 2023, the Compensation Committee has been merged with the Nomination and Remuneration Committee.

The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBSE), as amended ("Employee Benefits Regulations") and there have been no material changes to these plans during the year under review.

The statutory disclosures as mandated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company and the web-link for the same is https://www.igenesys. com/s/ESOP_Disclosure_2022-23.pdf

Certificate from the Secretarial Auditors confirming implementation of the above Schemes in accordance with SBEB Regulations and Members approval will be available for electronic inspection by the Members.

1. AUDITORS

1. Statutory Auditor and their Report:

M/s MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) was appointed as the Statutory Auditor of the Company at the 40th AGM held on September 30, 2022 for a period of 4 consecutive years from the conclusion of the 40th AGM held on September 30, 2022, until the conclusion of the 44th AGM to be held in the year 2026.

The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review.

2. Secretarial Auditor:

M/s Roy Jacob & Co, Company Secretary in Whole Time Practice was appointed to conduct Secretarial Audit as required under Section 204 of the Act. Pursuant to SEBI Circular CIR/CFD/ CMD1/27/2019 dated February 08, 2019, M/s Roy Jacob & Co, has also conducted the Annual Secretarial Compliance. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2023, is enclosed as "Annexure -B" to this Report. Reports doesnt contain any qualifications, reservations or adverse remarks.

1. COST AUDIT

Provisions of Section 148 of the Act regarding maintenance of cost records and audit thereof are not applicable to your Company.

2. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company believes that internal control is a necessary prerequisite of governance and that freedom should be exercised within a framework of checks and balances. Your Companys internal control systems and processes commensurate with the nature of its business, the size and complexity of its operations with reference to Financial Statements are adequate.

Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance.

3. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act and Listing Regulations Nomination and Remuneration Policy is formulated setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees which is available at https://www.igenesys.com/s/Nomination- and-Remuneration-policy.pdf

4. HUMAN RESOURCES

A key focus for your Company is to maintain a performance driven workforce while ensuring the well-being of employees. Your Company continues to endeavour to create a collaborative work environment to enable employees to perform at their full potential.

As of March 31, 2023, Genesys had a total headcount of 1,054. Genesys continues to focus on attracting new talent and helping them to acquire new skills, explore new roles and realize their potential by providing training and retaining high-quality talent.

5. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, the Board evaluates its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual Director to the Board and meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole.

6. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties are in compliance with the applicable provisions of the Act and Listing Regulations. The requisite approvals of the Audit Committee, the Board and the shareholders, as required, were obtained by the Company for related party transactions (RPT). There were no materially significant RPT made by the Company with Promoters, Directors or Key Managerial Personnel, subsidiaries, joint ventures and associate Companies which may have a potential conflict with the interest of the Company. Transactions that are required to be reported in Form AOC-2, are attached

as "Annexure - C" and forms part of this report. The details of the transactions with Related Parties are also provided in the Companys financial statements in accordance with Indian Accounting Standards.

The RPT Policy as approved by the Board is available on the Companys website at https://www.igenesys. com/s/Related-Party-Transactions-Policy.pdf

7. RISK MANAGEMENT

The Risk Management Committee is constituted to frame, implement and monitor the risk management plan of the Company.

The Committee is responsible for the overall process of risk management throughout the organization. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Internal financial control system and timely review of external, operational and other risks enables the Committee of your company towards identification and mitigation of the risks. The requisite information is provided under Management and Discussion and Analysis Report.

8. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors. This Policy is available at https://www.igenesys.com/s/ Whistle-Blower-Vigil-Mechanism-v1_25052023.pdf

9. DISCLOSURE ON PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance towards any act which may fall under the ambit of ‘sexual harassment. As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, the Company has implemented a Policy on the prevention of sexual harassment at workplace with the objective of providing a safe working environment, where employees feel secure and providing a mechanism of lodging complaints with Internal Complaints Committee formed by the Company. During the year under review, no complaints were reported.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is a strong believer in the philosophy of giving back to the community and acknowledging the role played by communities in the growth of our business. The Company works primarily towards supporting projects in the areas of education, healthcare, women empowerment, sustainability, preserving Indian art and culture, rural development etc. Your Company has a Committee on CSR comprising of Mr. Sajid Malik as Chairman, Mr. Ganesh Acharya and

Mr. Ganapathy Vishwanathan respectively, as members. The disclosures required to be given under Section 135 of the Act, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed as "Annexure - D" to this report.

. The CSR Policy of the Company is available at https:// www.igenesys.com/s/Corporate-Social-Responsibility- Policy.pdf

11. PARTICULARS OF LOANS, INVESTMENTS & GUARANTEES

Particulars of loans, investments and guarantees made by the Company during the year under review as required under the provisions of Section 186 of the Act forms part of notes to the financial statements provided in the Annual Report.

12. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure - E" to this Report.

In terms of Section 136 of the Act, the details of the remuneration of employees required under Rule 5(2) read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are excluded in this report. The said details are available for inspection 21 days before and up to the date of the ensuing AGM during business hours on working days. Any member interested in obtaining the particulars may write to the Company Secretary.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company being in GIS Spatial Technology industry, which is not energy intensive, yet, we strive to conserve the energy in terms of optimum usage of its resources and equipment.

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure – F".

14. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, and rule 12 of the Companies (Management and Administration) Rules, 2014 as amended the Annual Return is available on the website at https://www.igenesys.com/s/Genesys_Form_MGT-7_ final-tllz.pdf.

15. MATERIAL CHANGES AND COMMITMENTS OCCURRING BETWEEN MARCH 31, 2023 AND THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to

which the financial statements relate and the date of

this report.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

17. INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), during the year under review, the Company has transferred 17,846/- unclaimed and unpaid dividend to IEPF and 3,550 equity shares of the shareholder who have not claimed dividend for seven consecutive years to IEPF Demat account.

Details of such shareholders, whose shares are transferred to IEPF are available at the website of the Company viz. www.igenesys.com. Any member wanting to claim the same may write to the Company Secretary.

Your Company sent the notices to the respective shareholders who have not claimed their dividend for the last 7 consecutive years in order to initiate the procedure for transfer of shares in respect of the above rules on August 26, 2022. The said statement and notice is also available at the website of the Company viz. www.igenesys.com.

Both the unclaimed dividend and the shares once transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the said ‘IEPF Rules.

18. LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of (India) Limited (NSE) and BSE Limited (BSE).

19. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulations - 34(2)(f) of Listing Regulations, 2015, Business Responsibility & Sustainability Report (BRSR), of the Company for the year ended March 31, 2023, containing the initiatives taken by the Company from an environmental, social and governance (ESG) prospective, in the prescribed form is annexed as "Annexure – G".

The policy on BRSR is available on the website of the Company and may be accessed at https://www.igenesys.com/s/Genesys-business- responsibility-policies.pdf

20. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

21. SECRETARIAL STANDARDS

The Company is in compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and ensures that an adequate system is in place to comply with the same effectively.

22. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures;
2. That such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profits of the Company for that period;
3. That 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;
4. They have prepared the annual accounts on a going concern basis;
5. That proper internal financial controls to be followed by the Company and that the financial controls are adequate and operating effectively; and
6. That proper systems have been devised to ensure compliance with the provisions of all applicable laws

and that these systems are adequate and operating effectively.

1. OTHER DISCLOSURES/ REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items in the absence of any such transactions or actions during the year under review:

1. There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
2. There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

1. ACKNOWLEDGEMENT

The Directors of the Company would like to place on record deep appreciation to the shareholders, customers, business associates, vendors, bankers, employees, regulatory authorities and financial institutions for all the support rendered during the year.

For and on behalf of the Board of Directors

SAJID MALIK

CHAIRMAN & MANAGING DIRECTOR (DIN: 00400366)

Place: Mumbai

Date: August 31, 2023