ANNUAL RESULTS

Your directors are pleased to present the 44^th (Forty-Fourth) 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, 2026.

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, 2026 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 amounted to ' 27,230.11 Lakhs for the current year as against ' 28,442.69
Lakhs in the previous year. Your Company recorded a net profit of ' 2,054.21 Lakhs for the current year as against net
profit of ' 6,303.32 Lakhs in the previous year.

On a consolidated basis, your Company's revenue from operations increased to ' 32,780.89 Lakhs for the current year
as against ' 31,103.15 Lakhs in the previous year. Your Company recorded a net profit of ' 3,280.11 Lakhs for the current
year as against a net profit of ? 5,610.36 Lakhs in the previous year.

3. DIVIDEND3.1 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

The Company has not transferred any amount out of
profits of the Company for the Financial year 2025¬
26 to General Reserve Account, further any amount
of ' 2241.46 Lakhs has been transferred to Special
Economic Zone Re-Investment Reserve Account
pursuant to section 10AA of the Income Tax Act, 1961.

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

During the year, Genesys International continued to
strengthen its position as an integrated geospatial
solutions company, with capabilities spanning advanced
surveying, mapping, Digital Twins, automotive mapping
and location-based applications. The Company
continued to build on the Genesys Map Stack,
integrating high-resolution imagery, LiDAR, navigable
road networks, street-level imagery, terrain models, 3D
city data and other location datasets.

The Company further modernised its survey and
data acquisition capabilities by adopting advanced
sensing technologies, including Ground-Penetrating
Radar (GPR) for subsurface utility detection and
mapping. These capabilities, when integrated with
surface and above-ground datasets, can enhance the
completeness of Digital Twins and support improved
planning and management of transport, utility and
urban infrastructure.

Within its mapping operations, Genesys continued to
increase automation across processing and production
workflows, supported by a hybrid computing architecture
that combines scalable cloud processing with secure
on premises infrastructure. This approach is aimed
at improving efficiency, scalability and turnaround
time while addressing data security and sovereignty
requirements.

The Company is also increasingly focused on converting
its geospatial assets and domain expertise into products
and platforms. GeoAI, machine learning, analytics and
location intelligence are being progressively embedded
into these offerings to enable automated insights,
monitoring, prediction and decision support.

Future Outlook

Going forward, Genesys intends to build a balanced
portfolio of data, products, platforms and solutions,
with continued focus on Government, utilities and
infrastructure, automotive and mobility, and location
intelligence for commercial and enterprise customers.

Consequently, the issued, subscribed and paid-up
equity share capital of the Company, as on March
31, 2026 stood at ' 20,89,51,885 comprising of
4,17,90,377 equity shares of ' 5/- each.

Subsequent to the end of FY 2025-26, the Company
completed a Rights Issue and, on August 24, 2026,
allotted 2,50,74,226 equity shares of face value
' 5 each at an issue price of ' 50 per equity share
(including a premium of ' 45 per equity share),
aggregating to ' 125,37,11,300 (approximately
' 125.37 crore), in the ratio of 3 Rights Equity
Shares for every 5 Equity Shares held by eligible
shareholders as on the record date. Following
the allotment, the issued, subscribed and paid-up
equity share capital increased to ' 33,43,23,015
comprising 6,68,64,603 equity shares of face value
' 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/QIP

During the year under review, the Company raised funds aggregating to 110.00 Crores through Qualified Institutional
Placement (QIP). The Company has utilized the funds raised through issue for the purpose as stated in the Placement
Document. Details of utilization of fund as on 31^st March, 2026 are as under:

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 QIP The funds raised through the issue were utilized for the purpose
for which it was raised and in accordance with the objects of the said 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 www.igenesvs.com

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2026, 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 ishttps://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. 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 2025-26:

a. APPOINTMENT/ RE-APPOINTMENT:

During the year under review, Mr. Sumit Sen (DIN:
11605716) was appointed as an Independent
Director (Non-Executive Independent) with effect
from March 13, 2026 for a term of three years,

subject to shareholder approval. The Members
subsequently approved his appointment through
postal ballot, the result of which was declared on
June 1, 2026.

The Board is of the opinion that the Independent
Directors of the Company possess the requisite
qualifications, experience, expertise and integrity.
Mr. Sumit Sen has also confirmed compliance
with the applicable independence criteria and
registration in the Independent Directors' Databank.

b. COMPLETION OF TENURE:

Mr. Manish Patel (DIN: 03051315) ceased to
be the Non-Executive Independent Director of
the Company upon successful completion of his
second term on December 23, 2025. The Board
places on record its deep appreciation for the
valuable contribution made by Mr. Manish Patel.

c. DIRECTORS RETIRING BY ROTATION:

In accordance with the provisions of the Act
and Articles of Association of the Company, Mr.
Omprakash Hemrajani, Non-Executive Non¬
Independent Director (DIN: 07976475) retired by
rotation at the 43^rd AGM held on September 30,
2025 and being eligible, was re-appointed at the
AGM.

In accordance with Section 152 of the Act and the
Articles of Association of the Company, Dr. Yogita
Shukla, Non-Executive Non-Independent Director
(DIN: 09286545), retires by rotation at the ensuing
AGM and, being eligible, offers herself for re¬
appointment.

d. KEY MANAGERIAL PERSONNEL:

Mr. Vineet Chopra ceased to be the Company
Secretary & Compliance Officer of the Company
with effect from the close of business hours on
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 1, 2025.

Changes after March 31, 2026: Based on
the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting
held on August 14, 2026 appointed Mr. Nikhil
Alulkar as Chief Executive Officer (“CEO”) and
Key Managerial Personnel, designated as Senior
Management Personnel, with effect from August
14, 2026. At the same meeting, Mr. Aniruddha
Roy, then Chief Technology Officer and Senior
Management Personnel, was re-designated as
Chief Innovation Officer, and Mr. Dhiman Basu
Ray was appointed as Chief Technology Officer,
designated as Senior Management Personnel, with
effect from August 14, 2026.

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.

13. MEETINGS OF THE BOARD

During the year under review, 4 meetings of the
Board were held. Details are provided in the Report of
Corporate Governance, which forms part of this Annual
Report.

14. 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 had 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.

15. 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 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 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.

16. 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. Accordingly, they would be completing
their term as Statutory Auditors upon conclusion
of the 44^th AGM and will cease to be the Statutory
Auditors of the Company. The Board placed on
record its sincere appreciation for their valued
association with the Company over the years.

Accordingly, the Board of Directors, based on
the recommendation of the Audit Committee,
have recommended to the shareholders for the
appointment of M/s G. K. Choksi & Co., Chartered
Accountants (Firm Registration No. 125442W) as
the Statutory Auditors of the Company for a term
of five (5) consecutive years, commencing from
the conclusion of the 44^th AGM until the conclusion
of the 49^th AGM, along with their remuneration

for FY 2026-27. The detailed proposal for their
appointment and remuneration along with their
brief profile forms part of the Notice of 44^th AGM.

The proposed Statutory Auditors M/s G. K. Choksi
& Co., Chartered Accountants have confirmed that
they satisfy the eligibility criteria under Sections
139 and 141 of the Companies Act, 2013 and that,
if appointed, their appointment will be within the
limits and conditions prescribed under the Act and
the rules made thereunder.

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, M/s. Roy
Jacob & Co, Company Secretaries (Certificate
of Practice no: 8220) were appointed as the
Secretarial Auditors of the Company for a term of
5 (Five) consecutive years from the FY 2025-26
till FY 2029-30 at the AGM held on September 30,
2025.

M/s Roy Jacob & Co. has also conducted the Annual
Secretarial Compliance for the financial year ended
March 31,2026. The Report of the Secretarial Audit
in Form MR-3 for the financial year ended March
31, 2026, is enclosed as “Annexure - B” to this
Report. Reports do not contain any qualifications,
reservations or adverse remarks.

17. COST AUDIT

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

18. 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.

19. 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 athttps://www.igenesvs.com/s/Nomination-
and-Remuneration-policv.pdf

20. 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 athttps://www.igenesys.com/s/
Policy-on-Board-Diversity.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. During the year, we hired
133 professionals. Our employee headcount as of 31st
March 2026 was 947 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.

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
contributions and inputs in meetings etc and the Board
as a whole.

23. 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 2025-2026 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 athttps://www.igenesvs.
com/s/RPT-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. 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.

25. 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.

26. 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 athttps://www.igenesys.com/s/
Whistle-Blower-Vigil-Mechanism-v1 25052023.pdf

27. 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.

28. 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 boundary less
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 Ms. Bharti
Sinha 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-Policv.pdf

29. 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.

30. LOAN FROM DIRECTORS AND THEIR RELATIVES

During the year under review the Company received
unsecured loans of ' 2500 Lakhs from Mr. Sajid Malik,
Chairman and Managing Director and ' 950 Lakhs from
Mr. Omprakash Hemrajani, Non-executive Director of
the Company. Further, they have provided declaration
in writing to the effect that the amount is not being given
out of funds acquired by him by borrowing or accepting
loans or deposits from others persons in accordance
with the applicable provisions of the Companies
(Acceptance of Deposits) Rules, 2014.

31. 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.

32. 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”.

33. 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 at
https://www.igenesys.com/s/Genesys Form MGT-7
final-tllz.pdf.

34. MATERIAL CHANGES AND COMMITMENTS
OCCURRING BETWEEN MARCH 31, 2026 AND THE
DATE OF THE REPORT

Pursuant to Section 134(3)(l) of the Companies Act,
2013, the following material changes and commitments
occurred between March 31, 2026 and the date of this
Report: (i) the Authorised Share Capital was increased
from ' 27.25 crore to ' 45.00 crore following approval
of the Members by postal ballot; and (ii) the Company
completed a Rights Issue of 2,50,74,226 equity shares
of face value ' 5 each at an issue price of ' 50 per
equity share, aggregating approximately ' 125.37 crore,
and allotted the Rights Equity Shares on August 24,
2026. Consequently, the issued, subscribed and paid-
up equity share capital increased to ' 33,43,23,015
comprising 6,68,64,603 equity shares of face value
' 5 each. The Company also continued to report the
utilisation of its QIP proceeds through the prescribed
Monitoring Agency framework, including the subsequent
development described in the section on QIP utilisation
above.

35. 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.

36. 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 ? 34,665 unclaimed and
unpaid dividend to IEPF and 6513 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 July 10, 2025. 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'.

37. LISTING OF SHARES

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

38. 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 31,2026 is annexed as “Annexure - G”.

The policy on BRSR is available on the website of
the Company and may be accessed athttps://www.
igenesys.com/s/Genesys-business-responsibility-
policies.pdf.

39. 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.

40. AMENDMENT TO THE MEMORANDUM OF
ASSOCIATION

During the year under review, the Members of the
Company, at the 43rd Annual General Meeting held
on September 30, 2025, approved the amendment to
the Object Clause of the Memorandum of Association
by insertion of a new sub-clause 3A, enabling the
Company, inter alia, to undertake aerial surveys and
aerial photography using airborne sensors and aircraft
under a Non-Scheduled Operator's Permit (“NSOP”),
together with activities incidental and ancillary thereto.

The amendment is intended to facilitate and strengthen
the Company's capabilities in aerial data acquisition
and geospatial surveying and is complementary to its
existing geospatial mapping and technology business.

41. 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.

42. 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 31,2026, 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, 2026 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 to be followed
by the Company and that the internal 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.

43. COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The
Company is committed to ensuring a safe, inclusive,
and supportive workplace for women employees. All
eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act,
1961, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave.

The Company further ensures that no discrimination
is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and
HR policies are in place to uphold the spirit and letter of
the legislation.

44. 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 2025-2026, 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.

46. 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.

For and on behalf of the Board of Directors
Sajid Malik

Chairman & Managing Director
(DIN: 00400366)

Place: Mumbai
Date: August 14, 2026