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.

1. FINANCIAL HIGHLIGHTS in Lakhs)

# 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.

2. HIGHLIGHTS OF COMPANY'S FINANCIAL PERFORMANCE

On a standalone basis, your Company's 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 Company's 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.

3. DIVIDEND

3.1 Dividend Recommendation

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

3.2 Dividend Distribution Policy

The Board of Directors of the Company has formulated a Dividend Distribution Policy pursuant to Regulation 43A
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI (LODR) Regulations, 2015”). The Dividend Policy is available on the Company's website at
https://www.igenesvs.com/s/Dividend-Distribution-Policv.pdf

4. 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 Re¬
Investment Reserve of the Company for the FY 2024¬
25 to Retained Earnings on account of utilization.

5. DEPOSIT

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

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

Company Operations

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
India's 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 India's digital transformation
journey.

7. SHARE CAPITAL

A. AUTHORIZED SHARE CAPITAL

The Hon'ble 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

B. PAID-UP EQUITY SHARE CAPITAL

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

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.

8. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V
of the SEBI (LODR) Regulations, 2015, a Report on
Corporate Governance along with the certificate from
a Practicing Company Secretary certifying compliance
with conditions of Corporate Governance is annexed to
this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS

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

10. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

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:

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

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2025, the Company has two subsidiaries:

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

Genesys Middle East Company Limited, situated in the
Kingdom of Saudi Arabia, is a wholly owned subsidiary
of the Company.

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

Pursuant to the first proviso to Section 129(3) of the Act
read with Rule 5 and 8 of the Companies (Accounts)
Rules, 2014, the salient features of the financial
statements and performance of each subsidiary in
Form AOC-1 are disclosed under “Annexure - A”

12. Amalgamation/ Arrangement

The Hon'ble 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

13. 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:

a. 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.

b. 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 re¬
appointment.

c. 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 Non¬
Independent Director (DIN: 07976475) of the
Company retires by rotation and being eligible offers
himself 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.

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.

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, Regulation 16(1)(b) of the SEBI (LODR)
Regulations, 2015 and the Company's Code of
Conduct.

In the opinion of the Board, Independent Directors
fulfil the conditions specified in the Act read with
the Schedules and Rules issued there under as
well as SEBI (LODR) Regulations, 2015 and are
Independent of Management.

All the Independent Directors of the Company have
registered their names in the online database of
Independent Directors maintained with the Indian
Institute of Corporate Affairs in terms of Section
150 of the Act, read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules,
2014.

Please refer to the paragraph on the Familiarisation
Programme for Independent Directors in the
Report on Corporate Governance for details and
the related weblink.

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

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

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 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.

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 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.

17. AUDITORS

i. Statutory Auditor and their Report:

M/s MSKA & Associates, Chartered Accountants
(ICAI Firm Registration No. 105047W) were
appointed as the Statutory Auditors of the Company
at the 40^th AGM held on September 30, 2022 for a
period of 4 consecutive years from the conclusion
of the 40^th AGM held on September 30, 2022, until
the conclusion of the 44^th AGM to be held in the
year 2026.

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:

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.

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 for 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
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.

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-policv.pdf

21. 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
Company's website at https://www.igenesys.com/s/
Policy-on-Board-Diversity.pdf

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

• Culture of Celebration and Engagement:

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

recognition programs ensure that achievements—
big and small—are acknowledged and rewarded.

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

• Continuous Learning and Industry Exposure:

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

23. 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.

24. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

All related party transactions entered into by the
Company during the financial year were carried out
on an arm's 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 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/RPT-Policv.pdf

25. 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.

26. CYBER SECURITY:

Cybersecurity risk management constitutes a critical
component of the Company's 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 Company's
cybersecurity framework and initiatives, including project
progress, findings from independent assessments, and
any significant cybersecurity incidents. These efforts
are aimed at continuously enhancing the Company's
overall cybersecurity resilience.

27. 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

28. 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
Company's stance on maintaining workplace dignity
and respect.

29. 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 Company's
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 individual's 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

30. 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.

31. 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, Non¬
Executive Director of the Company. These contributions
were extended to support the Company's 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.

32. 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.

33. 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.

34. 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”.

35. 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.

36. 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.

37. 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 Hon'ble 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.

38. 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'.

39. LISTING OF SHARES

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

40. 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

41. 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.

42. 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.

43. 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 31,2025, 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, 2025 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;