Genesys International Corporation Ltd

To,

The Members of

Genesys International Corporation Limited

Your Directors are pleased to present the 42^nd (Forty-Second) 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 31,2024.

1. FINANCIAL HIGHLIGHTS (Rs in Lakhs)

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

During the financial year 2023-24, the Company has raised Rs 56.25 crores through Preferential Issues. The details of the funds raised, objects and amount of deviation, if any are provided in the below table:

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 is available on website of the Company at https://www.igenesvs.com/s/ Genesys Statement of Deviation March 2024 sd.pdf.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2024, the Company has three subsidiaries:

A.N. Virtual World Tech Ltd, Cyprus is material subsidiary, as per the criteria under Regulation 16(1) (c) of the SEBI (LODR) Regulations, 2015. A Policy for determining material subsidiaries had been formulated and is available on the website of the Company and the web link thereto is https://www.igenesys.com/s/Policy-for-Determining- Material-Subsidiaries.pdf

The Company has incorporated a wholly owned subsidiary in Kingdom of Saudi Arabia under the name and style as Genesys Middle East Company Limited on May 22, 2023.

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 is disclosed under "Annexure - A"

12. AMALGAMATION/ ARRANGEMENT

During the year under review, the Board of Directors of the Company at its meeting held on December 19, 2022 approved the Scheme of Amalgamation for merger of Virtual World Spatial Technologies Private Limited (Transferor Company), wholly owned subsidiary with your company (Transferee Company), pursuant to section 230 to 232 of the Act. On July 08, 2024, the Hon'ble National Company Law Tribunal, Mumbai, approved the Scheme of Amalgamation for aforesaid merger. The Appointed date is 1^st April 2023. As per the terms of the Scheme, since the Transferor Company was a wholly owned subsidiary of the Transferee company, no consideration was payable pursuant to the merger. The equity share capital held by the Transferee Company together with its nominee shareholder in the Transferor Company shall stand cancelled, extinguished.

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

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

Changes in the composition of the Board of Directors during FY 2023-24:

a. APPOINTMENT/ RE-APPOINTMENT:

During the year under review Dr. Yogita Shukla (DIN: 09286545) and Mr. Omprakash Hemrajani (DIN: 07976475) were appointed as Additional Directors (Non-Executive Non-Independent Directors) with effect from March 19, 2024 and March 31, 2024, respectively. The members, vide postal ballot concluded on June 13, 2024, approved the appointment of Dr. Yogita Shukla and Mr. Omprakash Hemrajani Mr. Ganesh Acharya, an Independent Director, shall be retiring at the forthcoming AGM.

b. DEMISE:

During the year under review, Mrs. Saroja Malik, Whole-time Director and promoter of the Company ceased to be the director w.e.f. December 24, 2023 due to her sad demise. The Board places on record its deep appreciation for the valuable contribution made by Late Mrs. Saroja Malik as a founding member, Promoter and a Whole-time Director of the Company.

c. DIRECTORS RETIRING BY ROTATION:

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Ganapathy Vishwanathan, Non-Executive

Non-Independent Director (DIN: 00400518) retired by rotation in the 41^st Annual General Meeting ("AGM") held on September 28, 2023. The Board places on record its deep appreciation for the valuable contribution made by Mr. Ganapathy Vishwanathan.

Pursuant to Section 149 of the Act, and Regulation 25 of the SEBI (LODR) Regulations, 2015, Dr. Yogita Shukla, Non-Executive Non-Independent Director (DIN: 09286545) of the Company retires by rotation and being eligible offers herself for reappointment at the ensuing AGM.

d. KEY MANAGERIAL PERSONNEL:

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

e. 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 and the SEBI (LODR) Regulations, 2015.

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 related weblink.

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

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

14. 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.

15. 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 an Executive Committee to review specific business matters.

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

16. 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 is available on the website of the Company and the web-link for the same is https://www.igenesvs. 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.

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.

The Statutory Auditor's 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:

M/s Roy Jacob & Co, Company Secretary in Whole Time Practice was appointed to conduct a Secretarial Audit as required under Section 204 of the Act. Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019, M/s Roy Jacob & Co, has also conducted the Annual Secretarial Compliance. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024, is enclosed as "Annexure-B" to this Report. Reports do not contain any qualifications, reservations or adverse remarks.

18. COST AUDIT

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

19. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company believes that internal control is a necessary prerequisite of governance and that freedom should be exercised within a framework of checks and balances. Your Company's 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 to enhance overall corporate governance.

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

20. 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-policy.pdf

21. HUMAN RESOURCES

At the heart of our organization's 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.

Health and Well-Being: Building a Strong Foundation

Understanding that a healthy workforce is a productive one, we prioritize the well-being of our employees. Our health camps provide employees with access to comprehensive health screenings and consultations, ensuring that they maintain their well-being. Additionally, we have organized a series of wellness sessions aimed at promoting mental and physical health, from stress management workshops to desk yoga and meditation classes.

We believe in fostering a culture of teamwork and camaraderie, which is why we launched company-wide sports events and league matches. These activities not only encourage physical fitness but also strengthen team spirit and collaboration, key ingredients for a thriving workplace.

To further support our employees' health, we have enhanced our Mediclaim facilities, offering extensive coverage that ensures peace of mind for them and their families. This initiative reflects our commitment to providing a secure and supportive environment where our people can focus on their work and personal growth without the burden of health concerns.

Diversity and Inclusion: A Nationwide Talent Pool

Our organization is enriched by the diverse backgrounds and perspectives of our employees. By embracing diversity, we are fostering an inclusive environment where every individual has the opportunity to contribute and thrive.

University Relations & Cultivating Future Tech Talent - We recognize the importance of investing in the future of our industry, which is why we have strengthened our relationships with tech universities through internship programs and campus hiring initiatives. These programs are designed to identify and nurture the next generation of talent, providing students with real-world experience and a pathway to a successful career with us. We are hiring top product & tech talent to position our organization at the forefront of innovation, reinforcing our commitment to becoming a future tech leader in the Geospatial Industry.

Upskilling and Specialized Training To remain competitive in an ever-evolving industry, continuous learning is essential. We have implemented specialized training programs for key positions within our field workforce, equipping them with the skills and knowledge needed to excel in their roles. By investing in our employees' development, we are not only enhancing their capabilities but also ensuring the sustained success of our organization.

In conclusion, our commitment to talent is unwavering. By focusing on the health, well-being, and growth of our employees, we are building a strong foundation for our organization's continued success. We look forward to the future with confidence, knowing that our talented and dedicated workforce will drive us toward new heights.

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 contribution and inputs in meetings, etc. and the Board as a whole.

23. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties are in compliance with the applicable provisions of the Act and 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 2023-24 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 forms part of this report. The details of the transactions with Related Parties are also provided in the Company's financial statements in accordance with Indian Accounting Standards.

The RPT Policy as approved by the Board is available on the Company's website at https://www.igenesvs. com/s/Related-Partv-Transactions-Policv.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. Internal financial control system and timely review of external, operational and other risks enable the Committee of your company towards identification and mitigation of the risks. The requisite information is provided under Management Discussion and Analysis Report.

25. 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 Company's 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

26. DISCLOSURE ON PREVENTION OF SEXUAL HARASSMENT

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

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 07, 2023. The said statement and notice are also available at the website of the Company viz. www.igenesvs.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'.

35. LISTING OF SHARES

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

36. 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 31,2024 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

37. 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.

38. 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.

39. 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 31,2024, 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, 2024 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 are to be followed by the Company and that the 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.

40. 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 2023-24, 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.

41. ACKNOWLEDGEMENT

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