Genesys International Corporation Ltd Directors Report

To,

The Members of

Genesys International Corporation Limited

Your directors are pleased to present the 44 th (Forty-Fourth) 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, 2026.

1. FINANCIAL HIGHLIGHTS ( in Lakhs)

Particulars	Standalone	Standalone#	Consolidated	Consolidated
	31-Mar-26	31-Mar-25	31-Mar-26	31-Mar-25
Revenue from Operations	27,230.11	28,442.69	32,780.89	31,103.15
Other Income	2,010.58	444.50	1,969.07	435.56
Total Income (A)	29,240.69	28,887.19	34,749.96	31,538.71
Total Expenses (B)	25,843.73	19,931.06	30,100.39	23,271.09
Profit Before Tax (C=A-B)	3,396.96	8,956.13	4,649.47	8,267.62
Tax Expenses (D)	1,342.75	2,652.81	1,369.36	2,657.26
Net Profit After Tax (E= C-D)	2,054.21	6,303.32	3,280.11	5,610.36
Add: Share of Profit/(Loss) of Associates (F)
Net Profit for the year (G=E+F)	2,054.21	6,303.32	3,280.11	5,610.36
Other Comprehensive Income / Expenses for the year (Net of taxes) (H)	75.16	(9.27)	823.20	206.77
Total Comprehensive Income for the year carried to other Equity(I= G+H)	2,129.37	6,294.05	4,103.31	5,817.13
Total Comprehensive Income for the year attributable to-	-	-	-	-
Non Controlling Interest	-	-	38.59	(7.24)
Equity Shareholders of the company	2,129.37	6,294.05	4,064.72	5,824.37

#Kindly refer to note no. 41 of the Standalone financial statement

Standalone and Consolidated Financial Statements of the Company for the FY ended March 31, 2026 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 amounted to 27,230.11 Lakhs for the current year as against 28,442.69 Lakhs in the previous year. Your Company recorded a net profit of 2,054.21 Lakhs for the current year as against net profit of 6,303.32 Lakhs in the previous year.

On a consolidated basis, your Companys revenue from operations increased to 32,780.89 Lakhs for the current year as against 31,103.15 Lakhs in the previous year. Your Company recorded a net profit of 3,280.11 Lakhs for the current year as against a net profit of 5,610.36 Lakhs in the previous year.

3. DIVIDEND

3.1 Dividend Recommendation

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

3.2 Dividend Distribution Policy

The Board of Directors of the Company has 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 (LODR) Regulations, 2015). The Dividend Policy is available on the Companys website at https://www.igenesys.com/s/Dividend-Distribution-Policy.pdf.

4. TRANSFER TO RESERVES

The Company has not transferred any amount out of profits of the Company for the Financial year 2025-26 to General Reserve Account, further any amount of 2241.46 Lakhs has been transferred to Special Economic Zone Re-Investment Reserve Account pursuant to section 10AA of the Income Tax Act, 1961.

5. DEPOSIT

During the year under review, your Company did not accept any deposits under section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

6. STATE OF COMPANY AFFAIRS: COMPANY OPERATIONS AND FUTURE OUTLOOK

Company Operations

During the year, Genesys International continued to strengthen its position as an integrated geospatial solutions company, with capabilities spanning advanced surveying, mapping, Digital Twins, automotive mapping and location-based applications. The Company continued to build on the Genesys Map Stack, integrating high-resolution imagery, LiDAR, navigable road networks, street-level imagery, terrain models, 3D city data and other location datasets.

The Company further modernised its survey and data acquisition capabilities by adopting advanced sensing technologies, including Ground-Penetrating Radar (GPR) for subsurface utility detection and mapping. These capabilities, when integrated with surface and above-ground datasets, can enhance the completeness of Digital Twins and support improved planning and management of transport, utility and urban infrastructure.

Within its mapping operations, Genesys continued to increase automation across processing and production workflows, supported by a hybrid computing architecture that combines scalable cloud processing with secure on premises infrastructure. This approach is aimed at improving efficiency, scalability and turnaround time while addressing data security and sovereignty requirements.

The Company is also increasingly focused on converting its geospatial assets and domain expertise into products and platforms. GeoAI, machine learning, analytics and location intelligence are being progressively embedded into these offerings to enable automated insights, monitoring, prediction and decision support.

Future Outlook

Going forward, Genesys intends to build a balanced portfolio of data, products, platforms and solutions, with continued focus on Government, utilities and infrastructure, automotive and mobility, and location intelligence for commercial and enterprise customers.

The Genesys Map Stack will remain central to this strategy, providing the foundation for Digital Twin, GeoAI and location intelligence applications. The Company also plans to strengthen its international business by leveraging its capabilities in advanced surveying, mapping, Digital Twins, automotive mapping and AI-led spatial intelligence.

The Company believes that the convergence of high-precision geospatial data, Digital Twins, AI and location intelligence will shape the next phase of the industry and create new opportunities across domestic and international markets.

7. SHARE CAPITAL

A. AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026, is 27,25,00,000/- divided into 5,45,00,000 equity shares of face value of 5/- each, Subsequent to the end of the financial year the members through postal ballot, approved increase in the authorised capital to 45,00,00,000 (Rupees forty five crores only) divided into 9,00,00,000 (nine crore) Equity Shares of face value of 5 (Rupees five only) each.

B. PAID-UP EQUITY SHARE CAPITAL

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

Sr. no. Particulars	No of securities
1. Allotment of Equity Share pursuant to exercise of stock option under Genesys ESOP Schemes	19,88,140
2. Allotment of shares under Qualified Institutions Placement	17,39,625

Consequently, the issued, subscribed and paid-up equity share capital of the Company, as on March 31, 2026 stood at 20,89,51,885 comprising of 4,17,90,377 equity shares of 5/- each. Subsequent to the end of FY 2025-26, the Company completed a Rights Issue and, on August 24, 2026, allotted 2,50,74,226 equity shares of face value 5 each at an issue price of 50 per equity share (including a premium of 45 per equity share), aggregating to 125,37,11,300 (approximately 125.37 crore), in the ratio of 3 Rights Equity Shares for every 5 Equity Shares held by eligible shareholders as on the record date. Following the allotment, the issued, subscribed and paid-up equity share capital increased to 33,43,23,015 comprising 6,68,64,603 equity shares of face value 5 each.

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

8. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, 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.

9. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required in terms of Regulation 34 read with Schedule V to the SEBI (LODR) Regulations, 2015, forms part of this Annual Report.

10. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT/QIP

During the year under review, the Company raised funds aggregating to 110.00 Crores through Qualified Institutional Placement (QIP). The Company has utilized the funds raised through issue for the purpose as stated in the Placement Document. Details of utilization of fund as on 31 st March, 2026 are as under:

Sr. No. Date of issue	Original Object	Original Allocation	Funds Utilized	Amount of Deviation
1 17-05-2025	Setting up of data centre	1770.50	0.00	0.00
2 17-05-2025	Development of tech platform	2574.22	141.98	0.00
3 17-05-2025	Creation/updation of map content	1865.16	0.00	0.00
4 17-05-2025	Building sensor capacity	1056.83	0.00	0.00
5 17-05-2025	Strengthening information technology infrastructure	983.34	0.00	0.00
6 17-05-2025	General corporate purposes	2049.15	2045.00	0.00
7 17-05-2025	Issue Expenses	700.80	646.98	0.00

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 QIP. The funds raised through the issue were utilized for the purpose for which it was raised and in accordance with the objects of the said issue.

Pursuant to the provisions of Regulation 32 of the SEBI (LODR) Regulations, 2015, the necessary disclosures were submitted with the Stock Exchanges and are available on the website of the Company at www.igenesys.com

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2026, the Company has two subsidiaries:

Sr. no. Name of the Subsidiary Nature Location

1. A.N. Virtual World Tech Ltd Subsidiary Cyprus

2. Genesys Middle East Company Limited Wholly owned subsidiary Kingdom of Saudi Arabia

A.N. Virtual World Tech Ltd, Cyprus is a material subsidiary, as per the criteria under Regulation 16(1) (c) of the SEBI (LODR) Regulations, 2015. A policy for determining material subsidiaries has 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 Genesys Middle East Company Limited, situated in the Kingdom of Saudi Arabia, is a wholly owned subsidiary of the Company.

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

Pursuant to the first proviso to Section 129(3) of the Act 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 are disclosed under Annexure - A

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

The composition of the Board is in conformity with Section 149 of the Act and Regulation 17 of the SEBI (LODR) Regulations, 2015.

Changes in the composition of the Board of Directors during FY 2025-26: a. APPOINTMENT/ RE-APPOINTMENT:

During the year under review, Mr. Sumit Sen (DIN: 11605716) was appointed as an Independent Director (Non-Executive Independent) with effect from March 13, 2026 for a term of three years, subject to shareholder approval. The Members subsequently approved his appointment through postal ballot, the result of which was declared on June 1, 2026.

The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience, expertise and integrity. Mr. Sumit Sen has also confirmed compliance with the applicable independence criteria and registration in the Independent Directors Databank. b. COMPLETION OF TENURE:

Mr. Manish Patel (DIN: 03051315) ceased to be the Non-Executive Independent Director of the Company upon successful completion of his second term on December 23, 2025. The Board places on record its deep appreciation for the valuable contribution made by Mr. Manish Patel. c. DIRECTORS RETIRING BY ROTATION:

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Omprakash Hemrajani, Non–Executive Non-Independent Director (DIN: 07976475) retired by rotation at the 43 rd AGM held on September 30, 2025 and being eligible, was re-appointed at the AGM.

In accordance with Section 152 of the Act and the Articles of Association of the Company, Dr. Yogita Shukla, Non-Executive Non-Independent Director (DIN: 09286545), retires by rotation at the ensuing AGM and, being eligible, offers herself for reappointment. d. KEY MANAGERIAL PERSONNEL:

Mr. Vineet Chopra ceased to be the Company Secretary & Compliance Officer of the Company with effect from the close of business hours on May 31, 2025, and Mr. Kushal Jain, a member of the Institute of Company Secretaries of India, was appointed as Company Secretary & Compliance Officer with effect from June 1, 2025.

Changes after March 31, 2026: Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on August 14, 2026 appointed Mr. Nikhil Alulkar as Chief Executive Officer (CEO) and Key Managerial Personnel, designated as Senior Management Personnel, with effect from August 14, 2026. At the same meeting, Mr. Aniruddha Roy, then Chief Technology Officer and Senior Management Personnel, was re-designated as Chief Innovation Officer, and Mr. Dhiman Basu Ray was appointed as Chief Technology Officer, designated as Senior Management Personnel, with effect from August 14, 2026.

e. DECLARATIONSBYINDEPENDENTDIRECTORS

Pursuant to Section 149(7) of the Act and Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that each of them meets the criteria of independence as stipulated under Section 149(6) of the Act, Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and the Companys Code of Conduct.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act read with the Schedules and Rules issued there under as well as SEBI (LODR) Regulations, 2015 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 the Familiarisation Programme for Independent Directors in the Report on Corporate Governance for details and the related weblink. f. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

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

13. MEETINGS OF THE BOARD

During the year under review, 4 meetings of the Board were held. Details are provided in the Report of Corporate Governance, which forms part of this Annual Report.

14. COMMITTEES OF THE BOARD

As per the Act and SEBI (LODR) Regulations, 2015, the Company has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Business Responsibility and Sustainability Committee In addition to the above, the Board had constituted a Qualified Institutions Placement (QIP) Committee for dealing with all matters pertaining to the issue of shares through QIP method and an Executive Committee to review specific business matters.

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

15. EMPLOYEE STOCK OPTION SCHEME

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

• Genesys ESOP Scheme- 2010

• Genesys ESOP Scheme- 2020

• Genesys ESOP Scheme- 2022

The Nomination and Remuneration Committee administers these plans.

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 and there have been no material changes to these plans during the year under review.

The statutory disclosures as mandated under the SEBSE are available on the website of the Company and the web-link for the same is https://www.igenesys. com/s/ESOP_Disclosure_2023-24.pdf.

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

16. AUDITORS i. Statutory Auditor and their Report:

M/s MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) were appointed as the Statutory Auditors of the Company at the 40 th AGM held on September 30, 2022 for a period of 4 consecutive years from the conclusion of the 40 th AGM held on September 30, 2022, until the conclusion of the 44 th AGM to be held in the year 2026. Accordingly, they would be completing their term as Statutory Auditors upon conclusion of the 44 th AGM and will cease to be the Statutory Auditors of the Company. The Board placed on record its sincere appreciation for their valued association with the Company over the years. Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, have recommended to the shareholders for the appointment of M/s G. K. Choksi & Co., Chartered Accountants (Firm Registration No. 125442W) as the Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the 44 th AGM until the conclusion of the 49 th AGM, along with their remuneration for FY 2026–27. The detailed proposal for their appointment and remuneration along with their brief profile forms part of the Notice of 44 th AGM.

The proposed Statutory Auditors M/s G. K. Choksi & Co., Chartered Accountants have confirmed that they satisfy the eligibility criteria under Sections 139 and 141 of the Companies Act, 2013 and that, if appointed, their appointment will be within the limits and conditions prescribed under the Act and the rules made thereunder.

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. ii. Secretarial Auditor:

Pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Roy Jacob & Co, Company Secretaries (Certificate of Practice no: 8220) were appointed as the Secretarial Auditors of the Company for a term of

5 (Five) consecutive years from the FY 2025-26 till FY 2029-30 at the AGM held on September 30, 2025.

M/s Roy Jacob & Co. has also conducted the Annual Secretarial Compliance for the financial year ended March 31, 2026. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2026, is enclosed as Annexure - B to this Report. Reports do not contain any qualifications, reservations or adverse remarks.

17. COST AUDIT

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

18. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company believes that internal control is a necessary prerequisite for 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 and operating effectively.

The Company has well defined policies and procedures, system automations, authorization protocols, access controls, segregation of duties and physical security to ensure compliance with applicable statutes, safeguarding assets from unauthorized use and enhance overall corporate governance.

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

19. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act and SEBI (LODR) Regulations, 2015, 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

20. BOARD DIVERSITY

The Company recognizes and embraces the benefits of having a diverse Board that possesses a balance of skills, experience, expertise and diversity of thoughts, perspectives, knowledge, regional and industry experience, cultural and geographical background, age, ethnicity and gender which ensure that the Company retains its competitive advantage. A mix of individuals representing different geographies, cultures, industry experience, qualifications and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for reviewing the policy from time to time.

The policy on Board Diversity has been placed on the Companys website at https://www.igenesys.com/s/ Policy-on-Board-Diversity.pdf

21. HUMAN RESOURCES

At the heart of our organizations success lies our most valuable asset, our people. Recognizing the importance of talent in driving growth and innovation, we have made significant strides this year in nurturing and empowering our workforce. During the year, we hired 133 professionals. Our employee headcount as of 31st March 2026 was 947 professionals.

• Hiring the Best Talent for the Future: Our recruitment efforts remain sharply focused on attracting top-tier talent from leading tech campuses and product-driven companies. We have built strong relationships with premier academic institutions to identify high-potential graduates and provide them with a platform to launch and grow their careers. Our goal is to build a high-performance workforce that thrives on innovation and positions us as a future-ready tech leader in the Geospatial industry.

• Health and Well-Being: A Strong Foundation:

We recognize that the physical and mental well-being of our employees is foundational to sustained performance. We continue to conduct regular health check-ups and wellness initiatives across the organization, reinforcing our commitment to holistic well-being. These include health camps, expert-led wellness sessions, and resources that support stress management, fitness, and mental resilience.

• Culture of Celebration and Engagement:

While we work hard to meet our ambitious goals, we also believe in celebrating our wins. Fun and camaraderie are integral to our workplace culture. From festival celebrations and sports events to team outings and employee engagement programs, we strive to create a fun workplace. Our monthly recognition programs ensure that achievements—big and small—are acknowledged and rewarded.

• Innovation and Exposure to Emerging Technologies: We take pride in offering our employees the opportunity to work on cutting-edge technologies and contribute to pioneering projects. Innovation is not just encouraged, it is institutionalized through initiatives such as hackathons, ideation drives, and internal knowledge-sharing platforms. These initiatives promote creativity and enable employees to experiment, build, and contribute beyond their defined roles.

• Continuous Learning and Industry Exposure:

To stay ahead in a rapidly evolving industry, we encourage employees to attend prominent industry events, and conferences. This not only keeps them abreast of the latest trends and technologies but also brings in fresh perspectives and ideas that help us innovate faster and better.

22. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the SEBI (LODR) Regulations, 2015, 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 of Board Committees, review of performance of Executive Directors, strategic planning 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, adequate independence of each Committee, functioning of Board Committees and effectiveness of its advice/ recommendation to the Board 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 based on criteria such as the contribution of the individual Director to the Board and meaningful and constructive contributions and inputs in meetings etc and the Board as a whole.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the financial year were carried out on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and SEBI (LODR) Regulations, 2015. 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 for financial year 2025-2026 made by the Company with Promoters, Directors or KMP, 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 form 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/RPT-Policy.pdf

24. 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. An internal financial control system and timely review of external, operational and other risks enable the Committee of your company to identify and mitigate the risks. The requisite information is provided under the Management Discussion and Analysis Report.

25. CYBER SECURITY

Cybersecurity risk management constitutes a critical component of the Companys broader enterprise risk management strategy and remains a key area of oversight for both the Board of Directors and executive management. The Risk Management Committee routinely evaluates and discusses the Companys cybersecurity framework and initiatives, including project progress, findings from independent assessments, and any significant cybersecurity incidents. These efforts are aimed at continuously enhancing the Companys overall cybersecurity resilience.

26. 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

27. DISCLOSURE ON PREVENTION OF SEXUAL HARASSMENT

Your Company maintains a zero tolerance policy towards any act that may fall within the ambit of sexual harassment and is fully committed to fostering a safe, respectful, and inclusive work environment. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive policy aimed at preventing sexual harassment and ensuring a workplace where all employees feel secure and supported. This policy outlines the procedures for lodging complaints and ensures that any such grievances are handled fairly, promptly and sensitively.

To effectively address concerns and provide redressal, an Internal Complaints Committee (ICC) has been constituted as per statutory requirements. The Committee is empowered to investigate complaints and recommend appropriate action, while maintaining strict confidentiality and protecting the identity of the complainant. The Company is committed to ensuring that the process remains unbiased, accessible, and confidential, thereby encouraging a culture of trust and transparency.

Regular awareness and sensitization programs are conducted to educate employees about their rights and responsibilities under the policy and to reinforce the Companys stance on maintaining workplace dignity and respect.

Sr. no. No. of Sexual harassment complaints at the beginning of financial year	Number of Sexual harassment complaints received during the year under review	Number of complaints disposed off during the year under review	Number of cases pending for more than ninety days
	NIL

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

At Genesys, our vision and idea of being a responsible corporation has always been based on the bedrock of values, mindsets and habits. Your Companys framework of a responsible business is based on the twin internal and external lenses of boundary less engagement with customers, employees, investors, suppliers and communities. It is also critical to engage with key societal and ecological challenges humanity is facing in a deep, meaningful manner that emphasizes real, lasting change. Your Company chooses to work on societal issues that are fundamental and foundation enablers of essential well–being in an individuals life.

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. Omprakash Hemrajani and Ms. Bharti Sinha 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

29. 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 form part of the notes to the financial statements provided in the Annual Report.

30. LOAN FROM DIRECTORS AND THEIR RELATIVES

During the year under review the Company received unsecured loans of 2500 Lakhs from Mr. Sajid Malik, Chairman and Managing Director and 950 Lakhs from Mr. Omprakash Hemrajani, Non-executive Director of the Company. Further, they have provided declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others persons in accordance with the applicable provisions of the Companies (Acceptance of Deposits) Rules, 2014.

31. 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 from 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.

32. 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 energy through its Sustainability initiatives 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.

33. 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.

34. MATERIAL CHANGES AND COMMITMENTS OCCURRING BETWEEN MARCH 31, 2026 AND THE DATE OF THE REPORT

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the following material changes and commitments occurred between March 31, 2026 and the date of this Report: (i) the Authorised Share Capital was increased from 27.25 crore to 45.00 crore following approval of the Members by postal ballot; and (ii) the Company completed a Rights Issue of 2,50,74,226 equity shares of face value 5 each at an issue price of 50 per equity share, aggregating approximately 125.37 crore, and allotted the Rights Equity Shares on August 24, 2026. Consequently, the issued, subscribed and paid-up equity share capital increased to 33,43,23,015 comprising 6,68,64,603 equity shares of face value 5 each. The Company also continued to report the utilisation of its QIP proceeds through the prescribed Monitoring Agency framework, including the subsequent development described in the section on QIP utilisation above.

35. 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.

36. 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 34,665 unclaimed and unpaid dividend to IEPF and 6513 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 has 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 July 10, 2025. The said statement and notice are 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.

37. LISTING OF SHARES

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

38. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulations 34(2)(f) of SEBI (LODR) Regulations, 2015, Business Responsibility & Sustainability Report (BRSR), forms part of this Annual Report. The Report describes initiatives undertaken by the Company from an environmental, social and governance (ESG) prospective. The BRSR for the year ended March 31, 2026 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.

39. 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.

40. AMENDMENT TO THE MEMORANDUM OF ASSOCIATION

During the year under review, the Members of the Company, at the 43rd Annual General Meeting held on September 30, 2025, approved the amendment to the Object Clause of the Memorandum of Association by insertion of a new sub-clause 3A, enabling the Company, inter alia, to undertake aerial surveys and aerial photography using airborne sensors and aircraft under a Non-Scheduled Operators Permit (NSOP), together with activities incidental and ancillary thereto. The amendment is intended to facilitate and strengthen the Companys capabilities in aerial data acquisition and geospatial surveying and is complementary to its existing geospatial mapping and technology business.

41. 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.

42. 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:

a. That in the preparation of annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and that there are no material departures;

b. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profits of the Company for that period;

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

d. They have prepared the annual accounts on a going concern basis;

e. That proper internal financial controls to be followed by the Company and that the internal financial controls are adequate and operating effectively; and

f. 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.

43. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company further ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

44. 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: a) There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 during the financial year 2025-2026, which materially impact the business of the Company. b) 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.

46. ACKNOWLEDGEMENT

Your directors take this opportunity to thank the Companys shareholders, customers, business associates, vendors, bankers, employees, regulatory authorities and financial institutions for their consistent support and encouragement during the year.

For and on behalf of the Board of Directors

Sajid Malik
Chairman & Managing Director
(DIN: 00400366)

Place: Mumbai
Date: August 14, 2026