Meeting Details

The 44th Annual General Meeting will be held on Wednesday, September 30, 2026, at 3:30 p.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The deemed venue is the Registered Office of the Company at 73A, SDF-III, SEEPZ, Andheri (E), Mumbai – 400096.

Summary of Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.

2. Appointment of Director: To appoint Dr. Yogita Shukla (DIN:09286545), who retires by rotation, as a Director of the Company.

3. Appointment of Statutory Auditors: To appoint M/s G. K. Choksi & Co., Chartered Accountants (Firm Registration No. 125442W) as the new Statutory Auditors for a term of five years, replacing the retiring auditors, M/s. M S K A & Associates, LLP. The proposed remuneration is `22,50,000/- per financial year plus applicable taxes.

Special Business

4. Approval of Genesys ESOP Scheme 2026: A Special Resolution to introduce an Employee Stock Option Plan. The scheme proposes to create, issue, and allot equity shares and/or securities convertible into equity shares not exceeding INR 1,50,00,000 (30,00,000 equity shares of INR 5 each) to eligible employees and directors of the company.

5. Grant of Stock Options to Subsidiary Employees: A Special Resolution to extend the benefits of the ESOP Scheme 2026 to employees and directors of subsidiary, associate, and group companies.

6. Variation in Objects of QIP Proceeds: A Special Resolution to approve a variation in the utilization of proceeds from a Qualified Institutions Placement (QIP) raised on May 17, 2025. The proposal is to reallocate ₹4,000 lakh from unutilized funds originally earmarked for other objects (Data Centre, Tech Platform, etc.) to a new object: 'Repayment of bank loan'.

Voting Process and Methods

The Company is providing facilities for:

  • Remote e-voting prior to the AGM.
  • E-voting during the AGM for members present via VC/OAVM who have not voted remotely.

Remote e-voting period: Commences on Wednesday, September 23, 2026, at 9:00 a.m. (IST) and ends on Tuesday, September 29, 2026, at 5:00 p.m. (IST).

Cut-off date for determining voting rights: Friday, September 18, 2026.

E-voting service provider: NSDL.

Key Voting Outcomes and Scrutinizer

  • Scrutinizer: M/s DSM & Associates, Company Secretaries in Practice (M. No. F11777, C. P. No.9394) has been appointed to conduct the e-voting process.
  • The Scrutinizer will submit a consolidated report on the total votes cast (for and against) to the Chairman within two working days of the AGM conclusion.
  • The results will be declared by the Chairman and placed on the company's website (www.igenesys.com) and NSDL's website (www.evoting.nsdl.com).
  • The Scrutinizer's decision on the validity of votes will be final.

Compliance Confirmation

The notice confirms compliance with:

  • The Companies Act, 2013.
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • SEBI Circulars, including SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024.
  • MCA General Circulars, including No. 9/2024 dated September 19, 2024, and 03/2025 dated September 22, 2025, permitting AGMs via VC/OAVM.

Other Relevant Information

  • The Notice and Annual Report have been sent electronically to members with registered email addresses. For others, a physical letter with a web link (www.igenesys.com) and QR code to access the documents has been sent.
  • The facility for appointing proxies is not available for this VC-based AGM.
  • Members can join the meeting 30 minutes before its commencement, with capacity limited to 1000 members on a first-come, first-served basis (excluding large shareholders, promoters, institutions, etc.).
  • The detailed explanatory statement for the special business items is annexed to the notice.
  • The company's RTA is Bigshare Services Pvt. Ltd., Mumbai.