Genesys International Corporation Ltd Directors Report

To,

The Members of

Genesys International Corporation Limited

Your directors are pleased to present the 43 rd (Forty-Third) 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, 2025.

FINANCIAL HIGHLIGHTS ( in Lakhs)

Particulars	Standalone	Standalone#	Consolidated	Consolidated
	31-Mar-25	31-Mar-24	31-Mar-25	31-Mar-24
Revenue from Operations	28,442.69	19,446.57	31103.15	19824.29
Other Income	444.50	502.65	435.56	502.64
Total Income (A)	28,887.19	19,949.22	31,538.71	20,326.93
Total Expenses (B)	19,931.06	13,917.83	23271.09	16,609.38
Profit Before Tax (C=A-B)	8,956.13	6,031.39	8,267.62	3,717.55
Tax Expenses (D)	2,652.81	1,536.55	2657.26	1556.32
Net Profit After Tax (E= C-D)	6,303.32	4,494.84	5,610.36	2,161.23
Add: Share of Profit/(Loss) of Associates (F)	-	-	-	-
Net Profit for the year (G=E+F)	6,303.32	4,494.84	5,610.36	2,161.23
Other Comprehensive Income / Expenses for the year (Net of taxes) (H)	(9.27)	5.10	206.77	0.13
Total Comprehensive Income for the year carried to other Equity (I= G+H)	6,294.05	4,499.94	5,817.13	2,161.36
Total Comprehensive Income for the year attributable to-
Non Controlling Interest	-	-	(7.24)	(45.93)
Equity Shareholders of the company	6,294.05	4,499.94	5,824.37	2,207.29

# 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, 2025 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.

HIGHLIGHTS OF COMPANYS FINANCIAL PERFORMANCE

On a standalone basis, your Companys sales increased to 28,442.69 Lakhs for the current year as against 19,446.57 Lakhs in the previous year. Your Company recorded a net profit of 6,303.32 Lakhs for the current year as against net profit of 4,494.84 Lakhs in the previous year.

On a consolidated basis, your Companys revenue from operations increased to 31,103.15 Lakhs for the current year as against 19,824.29 Lakhs in the previous year. Your Company recorded a net profit of 5,610.36 Lakhs for the current year as against a net profit of 2,161.23 Lakhs in the previous year.

DIVIDEND

Dividend Recommendation

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

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.igenesvs.com/s/Dividend-Distribution-Policv.pdf

TRANSFER TO RESERVES

During the year under review, no amount was proposed to be transferred to the General Reserve of the Company. The Company has transferred an amount of 193.91 Lakhs out of the Special Economic Zone ReInvestment Reserve of the Company for the FY 202425 to Retained Earnings on account of utilization.

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.

STATE OF COMPANY AFFAIRS: COMPANY

OPERATIONS AND FUTURE OUTLOOK

Company Operations

Genesys International recorded substantial financial growth, driven by increased demand for advanced geospatial mapping and analytics solutions. During the year, milestone-based deliveries continued effectively on previously secured projects, ensuring timely execution and client satisfaction. Key operational highlights include strategic geographic operation expansions, notably securing significant contracts from Middle Eastern entities such as NEOM Ltd and the Saudi Geological Survey Authority. Additionally, Genesys launched Indias first AI-powered navigation platform, mapping over 8.3 million kms of roads and 30 million points of interest, reinforcing its industry-leading position in next- generation automotive navigation and smart mobility.

Future Outlook

Genesys International is poised for sustained growth through continuous expansion into the innovative geospatial vertical. The company plans to scale up 3D Digital Twin mapping exercises and urban intelligence solutions across multiple cities, driving greater efficiency in urban planning and infrastructure management. Additionally, Genesys will pursue further international market penetration, diversifying its revenue streams while enhancing its competitive global positioning. Genesys is strategically investing in advanced AI-driven technologies and platform development addressing multiple sectors, thereby further strengthening its capabilities in infrastructure management and digital governance. These advancements also support critical road applications such as asset mapping, condition monitoring, and intelligent transportation planning. Genesys aims to significantly enhance value for both governmental and enterprise clients, positioning itself as a key contributor to Indias digital transformation journey.

SHARE CAPITAL

AUTHORIZED SHARE CAPITAL

The Honble National Company Law Tribunal, vide its Order dated July 08, 2024 sanctioned the Scheme of Amalgamation in the matter under Sections 232 read with Section 230 and other applicable provisions of the Act and Rules framed thereunder as in force from time to time with respect to amalgamation of Virtual World Spatial Technologies Private Limited, an Indian Wholly owned subsidiary of the Company (Transferor company), into Genesys International Corporation Limited (Transferee company).

As per the terms of the Scheme, the Authorized Share Capital of the Transferor Company was clubbed with that of the Transferee Company. Consequently, the Authorized Share Capital of GICL, which was 25,50,00,000/- divided into 5,10,00,000 equity shares of face value of 5/- each, stood increased by 1,75,00,000/- i.e 27,25,00,000/-, divided into 5,45,00,000 equity shares of face value of 5/- each.

Therefore, the Authorized Share Capital of the Company as on March 31,2025, is 27,25,00,000/- divided into 5,45,00,000 equity shares of face value of 5/- each

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	2,61,603

Consequently, the issued, subscribed and paid-up equity share capital of the Company, as on March 31, 2025 stood at 19,90,11,185 comprising of 3,98,02,237 equity shares of 5/- each.

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

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.

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.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

During the financial year 2024-25, the Company has not raised funds through Preferential Allotment. However, the details of funds utilized during the year from earlier preferential allotments, along with the objects and any deviations, if applicable, are provided in the table below:

Sr. No	Original Object	Funds Raised	Particulars of Issue	Utilization of funds raised
01	A 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.	11.25 Crores	Balance 75% consideration of 3,19,145 warrants pursuant to exercise of options by warrant holders to take equity shares. (Fund raised during financial year 23-24)	56.25 Crores
02		45 Crores	Balance 75% consideration of 13,04,345 warrants pursuant to exercise of options by warrant holders to take equity shares. (Fund raised during financial year 23-24)

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 (LODR) Regulations, 2015, the necessary disclosures were submitted with the Stock Exchanges and are available on the website of the Company at https://www.igenesvs.com/s/ Genesys Statement of Deviation September 2024.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2025, 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

Amalgamation/ Arrangement

The Honble National Company Law Tribunal vide its Order dated July 08, 2024 sanctioned the Scheme of

Amalgamation in the matter under Sections 232 read with Section 230 and other applicable provisions of the Act and Rules framed thereunder as in force from time to time with respect to amalgamation of Virtual World Spatial Technologies Private Limited, Indian Wholly owned subsidiary of the Company (Transferor company) into Genesys International Corporation Limited (Transferee company).

As per the directions of the NCLT, the Company was required to file a certified copy of the Order along with a copy of the Scheme with the concerned Registrar of Companies (ROC) in Form INC-28. The Scheme was to become effective upon such filing.

In compliance with the NCLT Order, the Company has duly filed Form INC-28 with the designated ROC, and accordingly, the Scheme of Amalgamation became effective on August 03, 2024.

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

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 2024-25:

APPOINTMENT/ RE-APPOINTMENT:

During the year under review, Mr. Ajay Harish Aggarwal (DIN: 02437996) was appointed as an Additional Director (Non-Executive Independent) with effect from December 05, 2024. The members, vide postal ballot dated March 03, 2025, approved the appointment of Mr. Ajay Harish Aggarwal.

The Board is of the opinion that the Independent Directors of the Company possess the requisite qualification, experience and expertise and hold the highest level of integrity. He has also registered his name in the Independent Directors Databank.

COMPLETION OF TENURE:

Mr. Ganesh Acharya (DIN: 00702346) ceased to be the Independent Director of the Company upon successful completion of his second term on September 28, 2024. The Board places on record its deep appreciation for the valuable contribution made by Mr. Ganesh Acharya.

Mr. Sajid Malik, Chairman & Managing Director of the Company completed his tenure on August 31, 2025 and being eligible, offers himself for reappointment.

DIRECTORS RETIRING BY ROTATION:

In accordance with the provisions of the Act and Articles of Association of the Company, Dr. Yogita Shukla, Non-Executive Non-Independent Director (DIN: 09286545) retired by rotation at the 42 nd AGM held on September 30, 2024 and being eligible, was re-appointed at the AGM.

Pursuant to Section 149 of the Act, and Regulation 25 of the SEBI (LODR) Regulations, 2015, Mr. Omprakash Hemrajani, Non-Executive NonIndependent Director (DIN: 07976475) of the Company retires by rotation and being eligible offers himself for reappointment at the ensuing AGM.

KEY MANAGERIAL PERSONNEL:

There were no changes in the KMP of the Company during the year under review.

However, Mr. Vineet Chopra ceased to be the Company Secretary & Compliance Officer of the company with effect from the close of business hours of 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 01, 2025.

DECLARATIONS BY INDEPENDENT DIRECTORS

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.

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.

MEETINGS OF THE BOARD

During the year under review, 8 meetings of the Board were held. Details are provided in the Report of Corporate Governance, which forms part of this Annual Report.

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 has 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.

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.

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.igenesvs. com/s/ESOP Disclosure 2024-25.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.

AUDITORS

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.

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.

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, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. Roy Jacob & Co, Company Secretary (Certificate of Practice no: 8220) as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the FY 2025-26 till FY 2029-30, subject to the approval of the Members at the ensuing AGM.

Brief profile and other details of Roy Jacob & Co, Company Secretary, are disclosed in the AGM Notice approved by the Board.

M/s. Roy Jacob & Co has given their consent to act as Secretarial Auditors of the Company and has confirmed its eligibility for the appointment. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI .

M/s Roy Jacob & Co. has also conducted the Annual Secretarial Compliance for the financial year ended March 31,2025. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, is enclosed as Annexure -B to this Report. Reports do not contain any qualifications, reservations or adverse remarks.

COST AUDIT

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

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.

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.igenesvs.com/s/Nomination- and-Remuneration-policv.pdf

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

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 31 st March 2025 was 917 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 wellbeing 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.

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.

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 2024-25 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.igenesvs. com/s/RPT-Policv.pdf

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.

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.

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

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

NIL

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 boundaryless 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 Mr. Manish Patel 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.igenesvs.com/s/Corporate-Social-Responsibilitv- Policy.pdf

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.

LOAN FROM DIRECTORS AND THEIR RELATIVES

During the year under review, the Company received unsecured loans amounting to 1,970 lakhs from Mr. Sajid Malik, Chairman and Managing Director, and 1,975 lakhs from Mr. Omprakash Hemrajani, NonExecutive Director of the Company. These contributions were extended to support the Companys financial requirements and working capital needs. Both Directors have provided a written declaration affirming that the amounts extended are not sourced from borrowed funds, loans, or deposits obtained from any third party. The declarations confirm that the funds are made available from their own resources, in accordance with applicable provisions of the Companies Act, 2013 and relevant regulatory guidelines.

DISCLOSURE ON LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED

The Company has, during the year under review, granted a loan amounting to 482.40 lakhs to Genesys Middle East Company Limited, a Wholly Owned Subsidiary for it working capital requirements.

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.

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 .

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 link to be added https://www. igenesys.com/s/MGT-7.pdf .

MATERIAL CHANGES AND COMMITMENTS OCCURRING BETWEEN MARCH 31, 2025 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.

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 apart from the order dated July 08, 2024, passed by the Honble National Company Law Tribunal, Mumbai, pursuant to the Scheme of Amalgamation between Genesys International Corporation Limited and its wholly owned subsidiary, Virtual World Spatial Technologies Private Limited.

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 13,531/- unclaimed and unpaid dividend to IEPF and 7,137 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 September 14, 2024. 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.

LISTING OF SHARES

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

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 31,2025 is annexed as Annexure - G .

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

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.

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.

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:

That in the preparation of annual accounts for the financial year ended March 31,2025, the applicable accounting standards have been followed and that there are no material departures;

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, 2025 and of the profits of the Company for that period;

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;

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

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

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.

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.

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:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25, which materially impact the business of the Company.

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.

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 13, 2025