Provisions are recognized when there is a presentobligation as a result of a past event, it is probable thatan outflow of resources embodying economic benefitswill be required to settle the obligation and there isa reliable estimate of the amount of the obligation.Provisions are measured at the best estimate of theexpenditure required to settle the present obligation atthe Balance sheet date.
If the effect of the time value of money is material,provisions are discounted using a current pre-tax ratethat reflects, when appropriate, the risks specific to theliability. When discounting is used, the increase in theprovision due to the passage of time is recognized asa finance cost.
Contingent liabilities are disclosed when thereis a possible obligation arising from past events,the existence of which will be confirmed only bythe occurrence or non-occurrence of one or moreuncertain future events not wholly within the controlof the Company or a present obligation that arisesfrom past events where it is either not probable thatan outflow of resources will be required to settle or areliable estimate of the amount cannot be made.
All amounts disclosed in the standalone financialstatements and notes have been rounded off to thenearest lakhs as per the requirement of Schedule III,unless otherwise stated.
The Ministry of Corporate Affairs vide notification dated9th September 2024 and 28th September 2024 notifiedthe companies (Indian Accounting Standards) SecondAmendment Rules, 2024 and Companies (IndianAccounting Standards) Third Amendment Rules, 2024,respectively, which amended/notified certain accountingstandards (see below), and are effective for annualreporting periods beginning on or after 1 April 2024:
insurance Contracts - Ind AS 117; and
*Lease liability in sale and leaseback - Amendments toInd AS 116
These amendments are not applicable to the company,as there are no transactions of this nature within thecompany.
a) Capital Reserve : The Capital reserve represents reserves created out of capital profits including profit on cancellation/ forfeiture of the Company's equity instruments.
b) Security Premium Reserve : The Securities Premium represents the issue of securities at a premium. The reserve isutilised in accordance with the provisions of the Act.
c) General Reserve : The general reserve comprises of transfer of profits from retained earnings for appropriation purpose.The reserve can be distributed/utilised by the Company in accordance with the provisions of the Act.
d) Special Economic Zone Re-Investment Reserve : The Special Economic Zone (SEZ) re-investment reserve is createdout of the profit of eligible SEZ units in terms of the provisions of section 10AA(1) (ii) of the Income-tax Act, 1961. Thereserve will be utilised by the Company for acquiring new assets for the purpose of its business as per the terms ofsection 10AA(2) of Income Tax Act, 1961.
e) Employee Stock Options Outstanding : This reserve represents the excess of the fair value of the options on the grantdate over the strike price which is accumulated by the Company in respect of all options that have been granted. TheCompany transfers the proportionate amounts, outstanding in this account, in relation to options exercised to securitiespremium on the date of exercise of such options.
f) Retained Earnings : This represent the amount of accumulated earnings of the Company.
Under the Employee Stock Option Plan, Compensation Committee of the Board of Directors has approved and granted shareoptions to the eligible employees of the company subject to requirements of vesting conditions. All the options vest in equaltranches over a period of 3 years from the date of grant. Upon vesting, the employees can acquire one equity shares of ' 5each for every option and secure allotment of company's shares at a price determined at the time of grant of options. Themaximum contractual term for all the stock option plans are 5 years.
The stock compensation cost of 'GENESYS ESOP SCHEME-2022' (“the scheme”) is computed under the intrinsic valuemethod in compliance with IND AS and amortized on straight line basis over the total vesting period of 1 to 3.9 years. Intrinsicvalue is the amount by which the quoted market price of the underlying share as on the date of grant exceeds the exerciseprice of the option. The intrinsic value on the date of grant approximates the fair value.
Claims against the Company amounting to ' 932.16 lakhs and ' 617.69 lakhs are not acknowledged as debts inrespect of income tax and GST matters as at March 31,2025 and March 31,2024, respectively. The claims against theCompany represent demands arising on completion of assessment proceedings by the tax departments. These mattersare pending before appellate authorities and the management including its tax advisors expect that Company's positionwill likely be upheld on ultimate resolution and will not have a material adverse effect on the Company's financialposition and results of operations.
(ii) Capital Commitment:
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of Advances andtaxes) ' 191.13 Lakhs (Previous Year: ' 421.27 Lakhs).
The disclosure in accordance with the requirements of Indian Accounting Standard -19 Employee Benefits are providedbelow -
(A) Defined contribution plans
The Company has certain defined contribution plan.Contributions are made to provident fund and ESIC foremployees as per regulations. The contributions are made to registered provident fund administered by theGovernment. The obligation of the Company is limited to the amount contributed and it has no further contractualnor any constructive obligation.
vi. The discount rate indicated above reflects the estimated timing and currency of benefit payments. It is based onthe yields / rates available on applicable bonds as on the current valuation date.
vii. The salary growth rate indicated above is the Company's best estimate of an increase in salary of the employeesin future years, determined considering the general trend in inflation, seniority, promotions, past experience andother relevant factors such as demand and supply in employment market, etc.
viii. The weighted-average duration of the defined benefit obligation as at 31 March 2025 was 5 years.b) Compensated absences
In respect of compensated absences, accrual is made on the basis of a year-end actuarial valuation as at balancesheet date. The actuarial valuation is done as per Project unit credit method
The leave obligation cover the Company's liability for earned leave. The amount of the provision of ' 334.64lakhs (31 March 2024 ' 279 lakhs) is presented as non-current and ' 58.67 lakhs (31 March 2024 ' 54.84lakhs) is presented as current. The Company has recognised ' 85.73 lakhs (31 March 2024'82.23 lakhs) forcompensated absences in the Statement of Profit and Loss.
i. The Company operates only in one Primary Segment i.e. GIS based services for the purpose of IND AS - 108Segmental reporting, hence disclosure as per IND AS 108 'Operating Segment' is not required.
ii. The disclosure requirement for Secondary Segment as per IND AS - 108 Segmental reporting is as under:
The fair value of other current financial assets, cash and cash equivalents, trade receivables investments trade payables,short-term borrowings and other financial liabilities approximate the carrying amounts because of the short term nature ofthese financial instruments.
The amortized cost using effective interest rate (EIR) of non-current financial assets consisting of security and term depositsare not significantly different from the carrying amount.
Financial assets that are neither past due nor impaired include cash and cash equivalents, security deposits, term deposits,and other financial assets.
B. Fair value hierarchy
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, eitherdirectly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
No financial assets/liabilities have been valued using level 1 fair value measurements except as disclosed below:
The carrying amount of cash and cash equivalents, trade receivables, fixed deposits, trade payables, other payables andshort-term borrowings are considered to be the same as their fair values.
C. Financial risk management objectives and policies
The Company's activities exposes it to a variety of financial risks : Market Risk, credit risk and liquidity risk. The Company'sfocus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financialperformance. The Company's exposure to credit risk is influenced mainly by the individual characteristic of each customerand the concentration of risk from the top few customers.
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from achange in the price of a financial instrument. The value of a financial instrument may change as a result of changes in theinterest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specificmarket movements cannot be normally predicted with reasonable accuracy.
i. Foreign currency exchange rate risk:
The fluctuation in foreign currency exchange rates may have a potential impact on the standalone statement of profit and lossand equity. This arises from transactions entered into in foreign currency and assets/liabilities which are denominated in acurrency other than the functional currency of the Company.
A majority of the Company's foreign currency transactions are denominated in US Dollars. Other foreign currency transactionsentered into by the Company are in Sterling Pound (GBP), Euro, Saudi Riyal, Kuwaiti Dinar, UAE Dirham's and MUR.Thus,the foreign currency sensitivity analysis has only been performed in respective currencies.
The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. Further,in accordance with its risk management policy, Company does not hedge its risks by using any derivative financial instruments.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet itscontractual obligations. Credit risk arises principally from the Company's receivables from deposits with landlords and otherstatutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximumexposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit riskis to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account theirfinancial position, past experience and other factors.
The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions andretaining sufficient balances in bank accounts required to meet a month's operational costs. The Management reviews the bankaccounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. TheCompany does a proper financial and credibility check on the landlords before taking any property on lease and hasn't had asingle instance of non-refund of security deposit on vacating the leased property. The Company also in some cases ensurethat the notice period rentals are adjusted against the security deposits and only differential, if any, is paid out thereby furthermitigating the non-realization risk. The Company does not foresee any credit risks on deposits with regulatory authorities.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that itmeets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There havebeen no breaches in the financial covenants of any interest-bearing loans and borrowing in the current and previous year.
No changes were made in the objectives, policies or processes for managing capital during the current year and previousyear.
a. There are no title deeds of Immovable Properties which are not held in name of the Company
b. Company does not have investment property, hence fair valuation of investment property is not applicable.
c. Company has not revalued any Property, Plant and Equipment (including Right-of- Use Assets)
d. Company has not revalued any Intangible Assets
e. The Company does not have any Benami property, where any proceeding has been initiated or pending against thecompany for holding any Benami property.
f. The company has not been declared a wilful defaulter by any bank or financial Institution or any other lender
g. The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013or section 560 of Companies Act, 1956,
h. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutoryperiod.
i. The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with theCompanies (Restriction on number of Layers) Rules, 2017.
j. With respect to the Scheme of merger approved by the National Company law Tribunal during the current year, appropriateaccounting treatment as per the Scheme has been given effect in the standalone financial statement in accordance withaccounting treatment prescribed in the scheme and Ind AS 103 - Business Combination. (Refer note 41).
k. Utilisation of borrowed fund and securities premium
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreignentities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
l. Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Group from banks and financial institutions have been applied for the purposes forwhich such borrowings were taken.
m. The Company does not have any undisclosed income which is not recorded in the books of account that has beensurrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act,1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
n. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
o. The Code on Social Security 2020 ('the Code') relating to employee benefits, during the employment and post¬employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazetteof India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020.However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying thefinancial impact are also not yet issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in theperiod in which, the Code becomes effective and the related rules to determine the financial impact are published.”
* During the previous year, the company has reduced its exposure to quoted investments and increased liquidity.
41. The Board of Directors at its meeting held on December 19, 2022 have approved the Scheme of Arrangement (“theScheme”) for the amalgamation of Virtual World Spatial Technologies Private Limited ('VWSTPL') (Wholly owned subsidiarycompany ) with the Company w.e.f. April 1, 2023. The Company had filed the petition in connection with the Scheme with theHon'ble National Company Law Tribunal (“The Tribunal”). The Scheme was sanctioned by the Tribunal vide order dated July08, 2024. Consequently, the Company has included the financial statement of amalgamated undertaking from the date ofacquisition of control i.e. April 1,2023 pursuant to the accounting treatment as prescribed in the Scheme.
The transaction was recorded in the books of the Company in previous year as per 'Pooling of Interest Method' as prescribedin Appendix C of Indian Accounting Standard 103 on Business Combinations notified under Section 133 of the Act read withthe Companies (Indian Accounting Standards) Rules, 2015, relevant clarifications issued by the IND AS Transition FacilitationGroup (ITFG) of the Institute of Chartered Accountants of India and other generally accepted accounting principles in India orany other relevant or related requirement under the Act, as applicable.
- Accordingly, the assets and liabilities transferred have been accounted at the carrying amounts as reflected in the booksof VWSTPL as at April 1, 2023 and no adjustments have been made to reflect the fair values, or recognize any newassets or liabilities;
- The identity of the reserves have been preserved and are recorded in the same form and at the carrying amount asappearing in the Standalone financial statements of Genesys International Corporation Limited (GICL);
- The inter-company balances between both have been eliminated;
42. Figures for previous year have been re-grouped/re-classified wherever necessary to correspond with the current year'spresentation.
43. On 17th May 2025, the Company has, by way of Qualified Institutions Placement in accordance with SEBI (lssue of Capitaland Disclosure Requirements) Regulations, 2018, alloted 17,39,625 equity shares of face value of ' 5 per share at a price of' 632.32 per share, aggregating to '11,000 lakhs.
As per our Report of even date attached For and on behalf of the Board of DirectorsFor M S K A & Associates of Genesys International Corporation Limited
Chartered AccountantsFirm Registration No. : 105047W
Amrish Vaidya Sajid Malik Ravi Kumar Jatavallabha V Vineet Chopra
Partner Chairman & Managing Director Chief Financial Officer Company Secretary
Membership No. 101739 DIN: 00400366 Membership No: FCS 5259
Date: 30 May 2025 Date: 30 May 2025 Date: 30 May 2025 Date: 30 May 2025
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai