GenXAI Analytics Ltd Directors Report

To,

The Members,

M/s GenXAl Analytics Limited

Your directors have pleasure in presenting the 19th Boards Report of GENXAI ANALYTICS LIMITED together with the (a) Audited Standalone Financial Statements (b) Audited Consolidated Financial Statements and the Auditors Report thereon for the financial year ended 31 st March, 2026.

Your directors are pleased to inform you that, during the year under review, the Company achieved a significant milestone by successfully completing its Initial Public Offer ("IPO") as part of its strategic growth and expansion plans. The IPO received encouraging participation from investors and marked an important step towards strengthening the Companys capital base and enhancing its visibility in the market.

Pursuant to the successful completion of the IPO, the equity shares of the Company were listed on the NSE Emerge Platform of the National Stock Exchange of India Limited ("NSE") on 12th June 2026. The listing represents a significant milestone in the Companys growth journey and is expected to provide enhanced visibility, broader access to capital markets, and greater opportunities to pursue its growth objectives while creating long-term value for its shareholders.

Particulars	Details
Stock Exchange	National Stock Exchange of India Limited
Platform	NSE Emerge - SME Platform
Symbol	GENXAI
ISIN	INE1W0N01014

FINANCIAL RESULTS:

The Financial results for the period ended are as below:

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	3,303.89	2583.12	8832.44	2853.18
Other Income	103.78	39.25	71.85	34.80
Less: Expenses
Cost of Material Consumed	-	-	1,601.04	-
Change in inventory of FG And WIP	"	"	(766.59)	"
Operating Expenses	-	-	1,256.50	311.12
Employee Benefit Expenses	1,169.74	1030.91	3,569.07	1,264.25
Finance Costs	60.40	58.50	125.51	58.94
Depreciation and amortization Expenses	102.47	45.81	131.30	53.38
Other Expenses	963.53	532.26	778.20	309.92
Total Expenses	2,296.13	1667.48	6,695.02	1,997.60
Profit (Loss) before exceptional items	1,111.53	954.88	2,209.27	890.38
Exceptional and Prior Period Items	-	45.36	-	-
Profit (Loss) before Tax	1,111.53	909.53	2,209.27	890.38
Current Tax	291.26	239.15	552.21	246.70
Deferred Tax	(17.83)	2.61	(69.60)	(11.29)
Net Profit (Loss) for the year	838.10	667.77	1726.61	654.97

STATE OF COMPANYS AFFAIRS

During the financial year under review, the Company has prepared Consolidated Financial Statements (CFS) in compliance with the applicable provisions of the Companies Act, 2013 and relevant Accounting Standards.

The consolidated financial results provide a more comprehensive presentation of the overall financial position and performance of the Company.

On a Consolidated basis, the Company recorded a Revenue from Operations of Rs.8,832.44 lakhs as compared to Rs.2853.18 lakhs in previous year. Further, the Company also earned Other Income of Rs.71.85 lakhs (previous year Rs.34.80 lakhs).

The Profit before Tax on a consolidated basis stood at Rs.2,209.27 lakhs, significantly higher than the previous years figure of Rs.890.38 lakhs. After providing for Current Tax of Rs.552.21 lakhs and Deferred Tax credit of Rs.69.60 lakhs, the Net Profit for the year amounted to Rs.1,361.88 lakhs (previous year Rs. 660.89 lakhs).

On a Standalone basis, the Company achieved a Revenue from Operations of Rs.3,303.89 lakhs as compared to Rs.2,583.12 lakhs in the previous financial year, reflecting steady growth in operational performance. The Company also earned Other Income of Rs.103.78 lakhs (previous year Rs.39.25 lakhs).

The Standalone total expenses of the Company amounted to Rs. 2,296.13 lakhs as against Rs. 1,667.48 lakhs in the previous financial year. Major expense components included Employee Benefit Expenses of Rs.1,169.74 lakhs, Finance Costs of Rs.60.40 lakhs, Depreciation and Amortization Expenses of Rs.102.47 lakhs, and Other Expenses of Rs.963.53 lakhs.

The Profit before Tax stood at Rs.1,111.53 lakhs, significantly higher than the previous years figure of Rs.909.53 lakhs. After making provision for Current Tax of Rs.291.26 lakhs and Deferred Tax credit of Rs.17.83 lakhs, the Net Profit for the year amounted to Rs.838.10 lakhs, demonstrating a substantial improvement over the previous years Net Profit of Rs.667.77 lakhs.

The improvement in financial performance on both consolidated and standalone levels reflects the Companys continued emphasis on operational efficiency, cost optimization, and strengthening its key business activities.

RESERVES

The Board of Directors has decided that, the balance profit after tax for the year be retained in the Profit and Loss Account. Therefore no amount is being transferred to General Reserves of the Company.

DIVIDEND

The Board of Directors, after reviewing the financial performance and future growth plans of the Company, has decided to retain the profits for the year and reinvest them into the business to support expansion and strengthen the Companys operational base. Accordingly, no dividend has been recommended for the financial year ended March 31,2026.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company experienced a strong year during FY 2025-26 in the Artificial Intelligence (Al), Data Analytics, Machine Learning and technology solutions sector. The Company remained focused on delivering innovative, technology-driven and scalable solutions to its clients, while strengthening its capabilities across emerging areas of Artificial Intelligence and advanced analytics. Through its customer-centric approach and commitment

to quality, the Company continued to expand its business relationships and strengthen its presence in key markets.

The Directors have established an efficient and forward-looking management system that has contributed to the overall development of the Company, its employees, and other stakeholders. With consistent efforts and strategic initiatives, the Board has been able to drive sustainable growth and ensure that Company remains competitive.

The Board remains committed to implementing strategies that align with the Companys long-term vision, ensuring continued progress and achievement of its objectives.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises an optimum combination of executive and non-executive directors, including Independent Directors. Following are the particulars of appointments and resignations of the Directors of your Company during the Financial Year 2025-2026:

Appointment. Re-Designation and Resignation of Directors:

The following are details of appointment and resignation of Directors during the financial year:

•Mr. Manan Jain (DIN: 08765552) was appointed as an Additional Director on 02/09/2025 and thereafter regularized as Independent Director of the Company in Annual General Meeting of the members held on 10/09/2025.

•Mr. Shobhit Goyal (DIN: 11202237) was appointed as an Additional Director on 02/09/2025 and thereafter regularized as Independent Director of the Company in Annual General Meeting of the members held on 10/09/2025.

•Mr. Rakesh Agarwal (DIN: 07678298) was re-designated from Director to Managing Director of the company with effect from 02/09/2025.

•Mrs. Lakshmi Agarwal (DIN: 07019939) was re-designated from Director to Whole-Time Director of the company with effect from 02/09/2025.

•Mr. Raj Kishor Khaware (DIN: 08503415) was re-designated from Executive Director to Non-Executive Director of the company with effect from 09/07/2025.

•Mr. Shivraj Khaware (DIN: 02589167) resigned from the office of Director of the Company with effect from 09/07/2025. The Board placed on record its sincere appreciation for the valuable guidance and contributions made by the Director during his tenure with the Company.

Retirement by Rotation:

Pursuant to the provisions of Sections 149,152 and other applicable provisions, if any, of the Companies Act, 2013, the provisions relating to retirement of directors by rotation are applicable to the Company. In the ensuing Annual General Meeting, Mr. Rakesh Agarwal (DIN: 07678298) Director of the Company is liable to retire by rotation and being eligible offer himself for re-appointment.

Composition of Key Managerial Personnel:

In pursuance to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company as on 31st March, 2026 are as follows:

¦Mr. Rakesh Agarwal was appointed as the Managing Director (MD) and Key Managerial Personnel of the Company with effect from 02/09/2025.

¦Mrs. Lakshmi Agarwal was appointed as the Whole Time Director (WTD) and Key Managerial Personnel of the Company with effect from 02/09/2025.

¦Mr. Sharad Singhvi was appointed as the Chief Executive Officer (CEO) and Key Managerial Personnel of the Company with effect from 01/01/2026.

¦Mr. Ashish Goyal was appointed as the Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from 02/09/2025.

¦Ms. Neha Agarwal was appointed as the Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from 02/09/2025.

There were no changes in the composition of the Board of Directors or the Key Managerial Personnel of the Company after the close of the Financial Year ended March 31,2026, and up to the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, Management Discussion and Analysis Report have been given separately and forms part of this Report.

MATERIAL CHANGES AND COMMITMENT. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year ended 31 March 2026 and the date of this Report, except for the Initial Public Offering (IPO) and the consequent listing of the Equity Shares of the Company on the SME Platform of National Stock Exchange of India Limited ("NSE Emerge").

Pursuant to the IPO, the Company allotted Equity Shares to the successful applicants on 10 June 2026 and its Equity Shares were listed and admitted to dealings on the NSE Emerge platform with effect from 12 June 2026.

The listing represents a significant milestone for the Company and is expected to enhance its visibility, access to capital markets and ability to pursue its growth objectives.

Except for the aforesaid IPO, allotment and listing, there have been no other material changes or commitments affecting the financial position of the Company between 31 March 2026 and the date of this Report.

DETAILS OF SUBSIPIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The details of changes in the Subsidiaries, Joint Ventures and Associate Companies of the Company during the Financial Year and thereafter are as under:

a)During the year: During the financial year ended 31 st March, 2026, the Company has no joint ventures and associates, however the Company has following subsidiaries:

Sr. No.	Name And Address of The Company/LLP	Subsidiary/ Joint Venture/ Associate	CIN / LLPIN	Extent of Shareholding/ Contribution (In Percentage)	Nature And Date of Changes Occurred
1.	GenXAl Bot Private Limited Regd. Office: First Floor, SM Tower-7, Plot No. 7, Teacher Colony, Baba Market, DCM Ajmer Road, Vaishali Nagar, Jaipur, Rajasthan-302021	Subsidiary	U62011RJ2024 PTC094881	99.99%	No changes occurred during FY 2025-26
2.	Logimetrix Techsolutions Private Limited Regd. Office: 3/204, Vikas Khand, Gomti Nagar, Lucknow, Uttar Pradesh - 226010	Subsidiary	U72300UP201 2PTC052895	51.00%	Became subsidiary w.e.f. 01.04.2025
3.	Vaikom Tech Solutions Private Limited Regd. Office: Flouse NO-G132, Vijay Rattan Vihar, Sector-15, Part-2, Gurgaon Sadar Bazar, Basai Road, Haryana- 122001	Subsidiary	U62013HR20 23PTC110654	51.00%	Became subsidiary w.e.f. 16.07.2025
4.	Veear Projects And Tech Private Limited Regd. Office: Flat No 08, S 103 To 108, P 57, Near Vastu Udyog, Pimpri, Pune, Pune, Maharashtra -411018	Subsidiary	U72900MH20 19PTC330605	51.00%	Became subsidiary w.e.f. 01.04.2025
5.	GenXAl Rigved LLP Regd. Office: P No. 7, Teachers Colony, DCM, Vaishali Nagar Police Station, Jaipur- 302021, Rajasthan	Subsidiary	ACQ-6344	90.00%	Became subsidiary w.e.f. 18.08.2025
6.	Veear Analytics Inc Regd. Office: 4695 Chabot Drive Suite 108 Pleasanton, California, 94588-2787 United States of America	Subsidiary	NA	51.00%	Became subsidiary w.e.f. 08.08.2025
7.	GenXAl Platform Private Limited Regd. Office: Unit No. 313,3rd Floor, Millenium Business Park, Building No.-2, Sector-3, Mahape, Thane, Maharastra -400710	Step-down Subsidiary	U72200MH20 18PTC310227	99.99%	No changes occurred during FY 2025-26
8.	GenXAl Softgrid Private Limited Regd. Office: 203 Atulya IT Park, Indore-452001, Madhya Pradesh	Step-down Subsidiary	U72200MP20 10PTC023695	70.00%	No changes occurred during FY 2025-26
9.	GenXAl Inc Regd. Office: 8, The Green, Ste B, Dover, DE-, Kent-19901	Step-down Subsidiary	NA	100.00%	No changes occurred during FY 2025-26
10.	GenXAl Pte. Ltd. Regd. Office: 15 Scotts Road, #06-11,15 Scotts, Singapore-228218	Step-down Subsidiary	NA	100.00%	No changes occurred during FY 2025-26

In this respect, form AOC-1 for the Financial Year ended on 31.03.2026 is annexed herewith for your kind perusal and information (Annexure: I)

b)After the end of the year and up to the date of the Report: After the close of the Financial Year ended March 31,2026, there was no change in the number or status of the subsidiaries, joint ventures or associate companies of the Company up to the date of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 6 of the Companies (Accounts) Rules, 2014, the Company has prepared the Consolidated Financial Statements incorporating the financial statements of its subsidiaries and step-down subsidiaries, as applicable. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the Companies (Accounting Standards) Rules, 2021, and other applicable provisions of the Act.

The Consolidated Financial Statements, together with the Independent Auditors Report thereon, form an integral part of this Annual Report.

CHANGES IN CAPITAL STRUCTURE

There are following changes occurred in the capital structure of the Company during the year under review:

1 .Authorised Share Capital:

a. The Company has increased its authorised share capital from Rs. 20,00,000 (Rupees Twenty Lakh Only) divided into 2,00,000 (Two Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 30,00,000/- (Rupees Thirty Lakh Only) divided into 3,00,000 (Three Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten) each, via ordinary resolution passed in Extra ordinary General Meeting of the Company held on Monday, 12th May, 2025.

b. The Company has further increased its authorised share capital from Rs. 30,00,000/- (Rupees Thirty Lakh Only) divided into 3,00,000 (Three Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000/- (Two Crore Only) Equity Shares of Rs. 10/- (Rupees Ten) each, via ordinary resolution passed in Extra ordinary General Meeting of the Company held on Tuesday 05th August, 2025.

2.lssued, Subscribed and Paid-up Share Capital:

a. The Company has increased its Issued, Subscribed and Paid-up Share Capital from Rs. 19,24,410 (Rupees Nineteen Lakh Twenty-Four Thousand Four Hundred Ten Only) to Rs. 20,58,210/- (Rupees Twenty Lakh Fifty- Eight Thousand Two Hundred Ten Only) by issuing 13,380 (Thirteen Thousand Three Hundred Eighty) Equity Shares of a face value of Rs. 10/- (Rupees Ten only) each at the subscription price of Rs. 4,365/- per share (Rupees Four thousand Three hundred and Sixty-Five Only) per share inclusive of securities premium

Rs. 4,355/- per share (Rupees Four Thousand Three hundred and Fifty-Five Only) per share for a total consideration of Rs. 5,84,03,700/- (Rupees Five Crores Eighty-Four Lakhs Three Thousand And Seven Hundred Only) through private placement basis pursuant to approval of Board of Directors of the Company in the Board meeting held on Friday, 05th June, 2025.

b. The Company again increased its Issued, Subscribed and Paid-up Share Capital from Rs. 20,58,210/- (Rupees Twenty Lakh Fifty-Eight Thousand Two Hundred Ten Only) to Rs. 21,31,550/- (Rupees Twenty-One Lakh Thirty- One Thousand Five Hundred Fifty Only) by issuing 7,334 (Seven Thousand Three Hundred Thirty-Four) Equity Shares of a face value of Rs. 10/- (Rupees Ten only) each at the subscription price of Rs. 4,365/- per share (Rupees Four thousand Three hundred and Sixty-Five Only) per share inclusive of securities premium

Rs. 4,355/- per share (Rupees Four Thousand Three hundred and Fifty-Five Only) per share for a total consideration of Rs. 3,20,12,910/- (Rupees Three Crore Twenty Lakh Twelve Thousand Nine Hundred Ten Only) through private placement basis pursuant to approval of Board of Directors of the Company in the Board meeting held on Thursday, 11th September, 2025.

The Company has further increased its Issued, Subscribed and Paid-up Share Capital to Rs. 13,21,56,100/- (Rupees Thirteen Crore Twenty-One Lakh Fifty-Six Thousand One Hundred Only) by issuing 1,30,02,455 (One Crore Thirty Lakh Two Thousand Four Hundred Fifty-Five) Equity Shares of a face value of Rs. 10/- (Rupees Ten only) each, by way of the issue and allotment of Bonus Equity Shares to the existing equity shareholders in the ratio of 61:1 (i.e., Sixty-One fully paid-up equity shares for every One fully paid-up equity shares held), pursuant to approval of Board of Directors of the Company in their meeting held on Friday, 03rd October, 2025.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of business of the Company. The

Company continued to carry on its existing business activities without any alteration.

CHANGE IN STATUS OF THE COMPANY

During the Financial Year under review, pursuant to the approval of the Members of the Company by way of a Special Resolution passed at the Extraordinary General Meeting held on Friday, 12th September, 2025, the Company was converted from a private limited company into a public limited company in accordance with the provisions of the Companies Act, 2013.

Consequently, the name of the Company was changed from GenXAl Analytics Private Limited to GenXAl Analytics Limited, and a fresh Certificate of Incorporation consequent upon conversion was issued by the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs, with effect from 24/09/2025.

The conversion into a public limited company was undertaken to facilitate the proposed listing of the equity shares of the Company and to align its corporate structure with the applicable provisions governing public listed companies.

WEB ADDRESS:

The web address of the Company is https://www.genxai.com .

DEPOSITS:

Your Company has not accepted or renewed any deposit from the public or members of the company within the meaning of Section 73 of the Companies Act, 2013 read with the Rules made thereunder.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the Companys businesses and discuss its strategy and plans. During the year, 19 (Nineteen) board meetings were convened and held. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	18/04/2025	4	2
2	16/05/2025	4	2
3	05/06/2025	4	2
4	19/06/2025	4	2
5	09/07/2025	3	2
6	16/07/2025	3	2
7	02/09/2025	3	2
8	11/09/2025	5	2
9	24/09/2025	5	2
10	03/10/2025	5	2
11	10/10/2025	5	2
12	17/10/2025	5	2
13	19/11/2025	5	2
14	01/12/2025	5	4
15	20/12/2025	5	3
16	05/01/2026	5	2
17	13/02/2026	5	4
18	23/02/2026	5	2
19	25/03/2026	5	4

NUMBER OF MEETINGS OF THE MEMBERS

During the year under review, the 18th Annual General Meeting (AGM) of the Company was held on September 10,2025. In addition, the Company convened Seven Extraordinary General Meetings (EGMs) to transact special business matters on May 12,2025; May 24,2025; August 5,2025; August 16,2025; September 12,2025; September 25,2025; and October 27,2025. The required quorum was duly present throughout all the meetings, and the proceedings were conducted in compliance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company.

COMMITTEES OF BOARD OF DIRECTORS

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board function according to the respective roles and defined scope:

¦Audit Committee

¦Nomination and Remuneration Committee ¦Corporate Social Responsibility Committee ¦Stakeholders Relationship Committee

Details of the composition, roles and number of meetings held for respective committees as on 31st March 2026 is as follows:

•AUDIT COMMITTEE

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on October 17,2025 constituted the Audit Committee of its Board of Directors of the company.

The constitution of the Audit Committee is as follows:

Composition	Category	Designation
Mr. Manan Jain	Non-Executive Independent	Chairman
Mr. Shobhit Goyal	Non-Executive Independent	Member
Mr. Rakesh Agarwal	Managing Director	Member

Number of Meetings:

The Audit Committee met two (2) times during the Financial Year 2025-26. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.The following Meetings of the Audit Committee were held during the Financial Year 2025-26:

Attendance of Members at Audit Committee Meetings

S. No	Date of Meeting	Committee Strength	No. of Members Present
1.	27.10.2025	3	3
2.	01.12.2025	3	3

 

S. No	Name of Member	Attendance at Meetings During 2025-26
1.	Manan Jain	2
2.	Shobhit Goyal	2
3.	Rakesh Agarwal	2

All the recommendations made by the Audit Committee were accepted by the Board of Directors made by the Audit Committee during the year.

• Objectives and Role:

• Recommending the appointment, remuneration, terms of appointment of Statutory Auditors of the Company;

• Reviewing and monitoring the auditors independence and performance and effectiveness of audit process;

• Examination of the financial statement and the auditors report thereon;

• Reviewing, approving or subsequently modifying transactions of the Company with related parties;

• Timely scrutiny and approval of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company, wherever it is necessary;

• Evaluation of all internal control systems and risk management systems;

• Overseeing the functions of Vigil Mechanism through the committee

• NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on October 17,2025, constituted the Nomination and Remuneration Committee of its Board of Directors.

The constitution of the Audit Committee is as follows:

Composition	Category	Designation
Mr. Manan Jain	Non-Executive Independent Director	Chairman
Mr. Shobhit Goyal	Non-Executive Independent Director	Member
Mr. Raj Kishor Khaware	Non-Executive Director	Member

Number of Meetings:

The Nomination & Remuneration Committee met One (1) time during the Financial Year 2025-26. The following Meeting of the Nomination & Remuneration Committee was held during the Financial Year 2025-26.

Attendance of Members at Nomination & Remuneration Committee Meetings

S. No	Date of Meeting	Committee Strength	No. of Members Present
1.	20.12.2025	3	3

 

S. No	Name of Member	Attendance at Meetings During 2025-26
1.	Manan Jain	1
2.	Shobhit Goyal	1
3.	Raj Kishor Khaware	1

* Objectives and Role:

(l)Determining qualifications, positive attributes and independence of a director;

(ii) Recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

(iii) Reasonability and suffice of the level and composition of remuneration and Motivating, Attracting and Retaining the quality directors and performers to run the Company successfully.

(iv) Ensuring that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(v) Ensuring that the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

• CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Board of Directors of the company hereby confirms that the company has constituted Corporate Social Responsibility (CSR) Committee in its meeting held on October 17,2025, constituted accordance with the provisions of section 135 of the Companies Act, 2013, the details of which are mentioned here in below:

Composition	Category	Designation
Mrs. Lakshmi Agarwal	Whole Time Director	Chairman
Mr. Rakesh Agarwal	Managing Director	Member
Mr. Manan Jain	Non-Executive Independent Director	Member

Number of Meetings:

The CSR Committee met One (1) time during the Financial Year 2025-26. The following Meeting of the CSR Committee was held during the Financial Year 2025-26:

Attendance of Members at CSR Committee Meetings

S. No	Date of Meeting	Committee Strength	No. of Members Present
1.	20.12.2025	3	3

 

S. No	Name of Member	Attendance at Meetings During 2025-26
1.	Lakshmi Agarwal	1
2.	Rakesh Agarwal	1
3.	Manan Jain	1

The Company spent Rs.10 lakh towards the CSR expenditure, more particularly defined in Annual report on CSR activities, which is being attached herewith as Annexure-lll).

•STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted the Stakeholders Relationship Committee of the Board (the "Stakeholders Relationship Committee") pursuant to resolution of the Board dated October 17,2025 in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations. The Stakeholders Relationship Committee consists of the following members as on the date of this report.

Composition	Category	Designation
Mr. Manan Jain	Non-Executive Independent Director	Chairman
Mr. Shobhit Goyal	Non-Executive Independent Director	Member
Mr. Rakesh Agarwal	Managing Director	Member

Number of Meetings:

The Stakeholder Relationship Committee met One (1) time during the Financial Year 2025-26. The following Meeting of the Stakeholder Relationship Committee was held during the Financial Year 2025-26.

Attendance of Members at Stakeholders Relationship Committee Meetings

S. No	Date of Meeting	Committee Strength	No. of Members Present
1.	20.12.2025	3	3

 

S. No	Name of Member	Attendance at Meetings During 2025-26
1.	Manan Jain	1
2.	Shobhit Goyal	1
3.	Rakesh Agarwal	1

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) ln the preparation of the annual accounts for the Financial Year ended 31 st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had 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 31st March 2026 and of the profit of the company for the year ended on that date;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis; and

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL EVALUATION OF THE BOARD. COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors.

The evaluation was based on various parameters, including the effectiveness of the Board and Committees, governance practices, participation and contribution of the Directors, and overall functioning of the Board.

The Independent Directors also held a separate meeting to evaluate the performance of the Chairman, Non-Independent Directors and the Board as a whole, in accordance with the applicable provisions of the Companies Act, 2013. The Board is satisfied with the performance and effectiveness of the Board, its Committees and the individual Directors during the financial year under review.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors of our Company are in compliance with the requirements under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and fulfil the conditions specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and are independent of the management.

CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance Disclosure are not applicable to the Companies listed on the SME platform. Hence your Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to have the de-mat suspense account neither unclaimed suspense account.

However, the Board of Directors and the management of the Company take all necessary steps to ensure that a good corporate governance structure is maintained and followed by the Company. The Board is moving ahead with an aim of maintaining a sustainable corporate environment which can keep a check and balance on the governance of the Company.

STATUTORY AUDITOR AND AUDITORS REPORT

M/s. Gupta K & Company LLP, Chartered Accountants, Jaipur (Firm Registration No. 022264C/C400394), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 10.09.2025 for a term of 5 years.

However, the said auditors had tendered their resignation on 09/10/2025 resulting in a casual vacancy in the office of Statutory Auditors. The Shareholders approved appointment of M/s S K Patodia & Associates LLP (Firm Registration No. 112723W/W100962) as the Statutory Auditors of the Company to fill the casual vacancy at the Extraordinary General Meeting held on 27.10.2025. Their term was to conclude at the ensuing Annual General Meeting

Pursuant to the provisions of Section 139 and other applicable provisions, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s S K Patodia & Associates LLP, Chartered Accountants, Jaipur (FRN: 112723W/ W100962) were recommended to appoint as Statutory Auditors of the Company for a term of five years at this 19th Annual General Meeting of the Company till 24th Annual General Meeting of the company. They have confirmed their eligibility under Section 141 of Companies Act, 2013 and they are not disqualified for appointment. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Auditors Report on Standalone and Consolidated Financial Statements for the financial year 2025- 26 issued by M/s S K Patodia & Associates LLP, Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark.

There are no qualifications in statutory audit report. The comments in the Auditors Report read with the notes to the accounts are self -explanatory and do not call for further explanation. There are no cases of fraud detected and reported by the Auditor under Section 143(12) during the Financial Year.

COST AUDITORS AND THEIR REPORT

The provisions relating to Cost Audit are not applicable to the Company.

SECRETARIAL AUDITOR:

During the period under review, the provisions of Section 204 of the Companies Act, 2013, relating to Secretarial Audit, were not applicable to the Company.

Further, pursuant to the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and considering the listing of the Companys equity shares on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge), the Board of Directors has recommended the appointment of M/s. Ayush Khandelwal & Associates, Company Secretaries in Practice (Peer Review Certificate No. 4647/2023), as the Secretarial Auditors of the Company for a period of five consecutive financial years from FY 2026-27 to FY 2030-31, subject to the approval of the shareholders at the ensuing Annual General Meeting. M/s. Ayush Khandelwal & Associates have confirmed that they are eligible to act as Secretarial Auditors of the Company and are not disqualified from such appointment.

INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s. APCS & Associates (FRN: 030800C) Chartered Accountants, Jaipur as the Internal Auditor of the Company to conduct the Internal Audit of the functions and activities of the Company for the financial year 2026-27.

ESTABLISHMENT OF VIGIL MECHANISM

In accordance with the provisions of Section 177 (9) of the Companies Act, 2013 the Company has established vigil mechanism for directors and employees to report their genuine concerns about unethical behavior, actual

or suspected fraud or violation of the companys Code of Conduct or ethics policy. The audit committee of the Company oversees the vigil mechanism to whom other directors and employees report their concerns and if any of the members of the committee have a conflict of interest in any case, they recuse themselves and the others on the committee would deal with the matter on hand.

The vigil mechanism provides for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and in appropriate or exceptional cases, there is direct access to the chairperson of the Audit Committee.

DISCLSOURE REGARDING MAINTENANCE OF COST RECORDS

Pursuant to provision of section 134 of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014 vide amendment dated 31.07.2018, the company was not required to maintain cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

LOANS. GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company in form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Companys website at https://www.genxai.com/annual-returns .

RELATED PARTY TRANSACTIONS

The Company has made transactions under Section 188 of the Companies Act, 2013 during the financial year ended 31st March, 2026. In this respect, Form AOC-2 is annexed herewith for your kind perusal and information. (Annexure: II)

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not required to be provided as the Company has not undertaken any manufacturing activity.

Details of Foreign Exchange Earnings and Outgo during the financial year under review is given in the table below:

Sr. No.	Particulars	(Amount in thousands.)
1.	Earning in Foreign Currency	130,688.01
2.	Expenditure in Foreign Currency	19,768.04

RISK MANAGEMENT

The Company recognizes the importance of effective risk management and has implemented internal processes to identify, assess, and mitigate key business risks across operational, financial, regulatory, technological, and market domains. Although not mandated to constitute a formal Risk Management Committee, the Board of Directors actively oversees the risk management framework.

The Company periodically reviews its risk exposure and mitigation strategies to ensure robust internal controls and prompt response mechanisms. The Board remains committed to fostering a culture of risk awareness and resilience in all business operations.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded, protected and that the transactions are authorized, recorded and reported correctly. Further no reportable material weakness in the design and operations were observed.

The Companys senior management remain actively engaged in reviewing and strengthening Internal Control System. IFC system also comprises due compliances with Companys policies and Standard Operating Procedures. The Internal Audit observations are carefully studied and implementation of the remedial actions continuously monitored. Internal Auditor also independently evaluates the existence and adequacy of internal financial controls.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

PARTICULARS OF EMPLOYEES

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as follows:-

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2025-26 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY 2025-26 are as under:

PARTICULARS OF EMPLOYEES

The disclosures as per Rule 5 of Companies (Appointments Remuneration) Rules, 2014 have been marked as follows:- DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2025-26 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY 2025-26 are as under:

Sr. No.	Name	Designation	Nature of Payment	Ratio of remuneration of Director to median remuneration of employees	% Increase in remuneration for financial year 2025-26
1.	Rakesh Agarwal	Managing Director	Remuneration	3.3:1	No change
2.	Lakshmi Agarwal	Whole Time Director	Remuneration	3.3:1	-16.67%
3.	Raj Kishore Khaware	Non-Executive Director	Sitting Fees	NA	NA
4.	Manan Jain	Independent Director	Sitting Fees	NA	NA
5.	Shobhit Goyal	Independent Director	Sitting Fees	NA	NA
6.	Sharad Singhvi#	Chief Executive Officer	Salary	16.7	NA
7.	Ashish Goyal#	Chief Financial Officer	Salary	3.7	NA
8.	Neha Agarwal#	Company Secretary & Compliance Officer	Salary	0.8	NA

# Mr. Sharad Singhvi was appointed as Chief Executive Officer on January 01,2026. Accordingly, the percentage increase/decrease in remuneration for FY 2025-26 as compared to FY 2024-25 is unascertainable.

# Mr. Ashish Goyal was appointed as Chief Financial Officer on September 02, 2025. Accordingly, the percentage increase/decrease in remuneration for FY 2025-26 as compared to FY 2024-25 is unascertainable.

# Ms. Neha Agarwal was appointed as Company Secretary & Compliance Officer on September 02, 2025. Accordingly, the percentage increase/decrease in remuneration for FY 2025-26 as compared to FY 2024-25 is unascertainable.

Note:

I. The median remuneration of employees during the financial year was 9,00,000 p.a.

II. There were 118 permanent employees on the rolls of the Company as on March 31, 2026.

III. Average increase made in the salaries of employees other than the managerial personnel in the financial year 2025-26 was 8% and there was 1.51 % average increase in the managerial remuneration due to increase in number of employees in comparison to previous year, whereas the remuneration of the executive directors was also

increased during the year and it was within the limit as approved by the shareholders of the Company.

IV. It is hereby affirmed that the remuneration is paid as per the remuneration policy of the Company.

V. No employee of the Company was in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the particulars required to be disclosed pursuant to Rule 5(2) and Rule 5(3) of the said Rules are not applicable to the Company.

REPORTING OF FRAUDS:

The Statutory auditors, or cost auditors of the Company have not reported any frauds to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has zero tolerance for sexual harassment at workplace and the Company always endeavours to create and provide an environment that is free from discrimination on the basis of sex and harassment including sexual harassment. To comply with the provisions of Section 134 of the Act and Rules made thereunder, your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Following Details as per Companies (Accounts) Second Amendment Rules, 2025 dated July 14,2025:

a)	number of complaints of sexual harassment received in the year	Nil
b)	number of complaints disposed off during the year	Nil
c)	number of cases pending for more than ninety days	Nil

MATERNITY BENEFIT:

The Company affirms that it has duly complied with the applicable provisions of the Maternity Benefit Act, 1961, and has extended the statutory benefits to eligible women employees of the Company during the financial year ended 31.03.2026.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under section 118(10) of the Companies Act, 2013

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry.

It has taken various steps to improve productivity across organization.

OTHER PARTICULARS U/S 134 OF THE COMPANIES ACT 2013

i. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the financial year under review.

ii. The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 during the financial year under review.

iii. The Board is of the opinion that the Directors of the Company have maintained the highest standards of integrity, ethical conduct, and compliance with applicable laws and regulations.

iv. No application has been made, nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

v. There has been no one-time settlement with banks or financial institutions during the year; hence disclosure of difference in valuation does not arise.

vi. The requirement of formal annual evaluation of the Board, its Committees and individual Directors is applicable to the Company. Accordingly, evaluation has been carried out during the year.

vii. Nomination and Remuneration policy weblink as per section 178 of Companies Act, 2013 is https://www.genxai.com/assets/policies/Nomination_and_Remuneration_Policy.pdf .

viii. Weblink of annual return as per section 134(3)(a) Companies Act, 2013 is https://www.genxai.com/annual-returns .

ix. Disclosures on remuneration of directors and employees of the company as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars as specified in section 134 of the Companies Act 2013 other than mentioned above are not applicable to the company.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Financial Institutions, Government Authorities, Customers, Vendors and Shareholders and all the stakeholders during the financial year ended 31 st March, 2026.

Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, Staff and Workers of the Company.

	By order of the Board FOR GENXAI ANALYTICS LIMITED (Formerly Known as GenXAl Analytics Private Limited)
	Rakesh Agarwal Managing Director DIN: 07678298	Lakshmi Agarwal Whole Time Director DIN: 07019939
Place: Jaipur Date: 03/09/2026