Genesys International : Notice of EGM dated 9th July 2022

GENESYS INTERNATIONAL CORPORATION LIMITED

Corporate Identification No (CIN): - L65990MH1983PLC029197

Registered Office: - 73-A SDF III SEEPZ ANDHERI EAST MUMBAI 400096 MAHARASHTRA, INDIA

Tel. No. 91 22 2829 0303 / 91 22 4488 4488	Fax No. 91 22 2829 0603
Email id:- [e-mail]	Website:- www.igenesys.com

NOTICE FOR EXTRA ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra-Ordinary General Meeting ("EOGM") of the members of Genesys International Corporation Limited ("Company") will be held on Saturday, the 9th day of July, 2022, at 2.30 p.m. IST, through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), for which purpose the Registered office of the Company shall be deemed as the venue and the proceedings of the EOGM shall be deemed to be made thereat, to transact the following business

SPECIAL BUSINESS

ITEM NO. 1:

RAISING OF FUNDS THROUGH ISSUE OF EQUITY SHARES ON PREFERENTIAL ALLOTMENT BASIS TO THE FOREIGN PORTFOLIO INVESTOR - NON-PROMOTER - PUBLIC CATEGORY FOR CASH

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 42, 62(1)(c) and all other applicable provisions,if any, of the Companies Act, 2013 and applicable rules made thereunder, including the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and others rules and regulations made thereunder (including any amendment(s), statutory modification(s) or re- enactment(s) thereof), (hereinafter referred to as the 'Act'), in accordance with the provisions of the Memorandum andArticles of Association of Genesys International Corporation Limited ('the Company'), and pursuant to the provisions under the Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2018, as amended from time to time (the 'SEBI (ICDR) Regulations'), the regulations issued by the Securities and Exchange Board of India ('SEBI'), including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (the 'Listing Regulations'), the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time (the "SEBI Takeover Regulations"), Securities And Exchange Board Of India (Foreign Portfolio Investors) Regulations, 2019 , the applicable provisions of the Foreign Exchange Management Act, 1999, including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof ("FEMA"), the extant consolidated Foreign Direct Investment Policy, as amended and replaced from time to time ("FDI Policy") and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, and such other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued/ to be issued thereon by the Government of India ("GOI"),

Page 1 of 55

Ministry of Finance (Department of Economic Affairs) ("MoF"), Department for Promotion of Industry and Internal Trade, Ministry of Corporate Affairs ("MCA"), the Reserve Bank of India ("RBI"), the Securities and Exchange Board of India ("SEBI"), the BSE Limited, the National Stock Exchange of India Limited (collectively the 'Stock Exchanges'), any other rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India and subject to such other approvals, permissions, sanctions and consents, as may be necessary and on such terms and conditions (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, sanctions and consents) by any regulatory authorities and which may be accepted by the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution), the consent, authority and approval of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot upto 8,69,565(Eight Lakhs Sixty Nine Thousand Five Hundred Sixty Five) equity shares ofthe face value of Rs. 5/- (Rupees Five) each fully paid up, on a preferential basis to Malabar India Fund Limited at a price of Rs. 460/- (Rupees Four Hundred Sixty only) per equity share [i.e. including a premium of Rs.455/- (Rupees Four Hundred Fifty Five only) per equity share, or such higher price which shall not be less than the price determined in accordance with Regulation 164 (4) of ChapterV (Preferential Issue) of the SEBI (ICDR) Regulations.

RESOLVED FURTHER THAT the equity shares of the Company being offered, issued and allotted to the Proposed Allottee by way ofpreferential allotment shall, inter-alia, be subject to the following:

1. 100% of the preferential allotment consideration shall be payable on or before the date of the allotment of the equityshares;
2. The equity shares so offered, issued and allotted to the Proposed Allottees, shall be issued by the Company for cash consideration;
3. The consideration for allotment of equity shares shall be paid to the Company by the Proposed Allottee from its respective bank accounts;
4. The equity shares shall be issued and allotted by the Company to the Proposed Allottees within a period of 15 days from the date of passing of this resolution, provided that, if any approval or permission by any regulatory authority / Stock Exchanges/ the Central Government for allotment is pending, the period of 15 days shall be counted from the date of receipt of last of such approval(s);
5. The equity shares shall be issued and allotted by theCompany to the Proposed Allottees in de- materialized form within thetime prescribed under the applicable laws;
6. The equity shares to be offered, issued and allotted shall rank pari passu with the existing equity shares of the Company in all respects including the dividend and voting rights, if any;
7. The "Relevant Date" for this offer, issue and allotment of the Equity Shares by way of a preferential issue, as per Chapter V of the SEBI (ICDR) Regulations, for determination of minimum price for the issue of said equity shares is Thursday the 9th June, 2022 being the date

Page 2 of 55

which is 30 (Thirty) days prior to the date of this Extraordinary General Meeting;

1. The equity shares to be offered, issued and allotted shall be subject to lock-in as provided under the applicable provisions of SEBI (ICDR) Regulations; and
2. The equity shares so offered, issued and allotted will be listed on BSE Limited and the National Stock Exchange of India Limited where the equity shares of the Company are listed, subject to the receipt of necessary permissions and approvals, as the case may be.

"RESOLVED FURTHER THAT the monies to be received by the Company from the Proposed Allottees towards application for subscription of the equity shares pursuant to this Preferential Issue shall be kept by the Company in a separate bank account opened by the Company and shall be utilized by the Company in accordance with Section 42 of the Act".

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation to vary, modify or alter any of the relevant terms and conditions, attached to the number of equity shares to be allotted to the Investor, effecting any modifications, changes, variations, alterations, additions and/or deletions to the preferential issue as may be required by any regulatory or other authorities or agencies involved in or concerned with the issue of the equity shares, making applications to the stock exchanges for obtaining in- principle approvals, listing of shares, filing requisite documents with the MCA and other regulatory authorities, filing of requisite documents with the depositories, to resolve and settle any questions and difficulties that may arise in thepreferential offer, issue and allotment of equity shares without being required to seek any further consent or approval of the members of the Company.

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its powers conferred upon it by this resolution to any director(s), committee(s), executive(s), officer(s) or authorized signatory(ies) to give effect to this resolution including execution of any documents on behalf of the Company and to represent the Company before any governmental or regulatory authorities and to appoint any professional advisors, bankers, consultants, advocates and advisors to give effect to this resolution and further to take all others steps which may be incidental, consequential, relevant or ancillary in this regard."

ITEM NO. 2:

RAISING OF FUNDS THROUGH ISSUE OF EQUITY SHARES ON PREFERENTIAL ALLOTMENT BASIS TO THE INDIVIDUAL INVESTORS - NON-PROMOTER - PUBLIC CATEGORY FOR CASH

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 42, 62(1)(c) and all other applicable provisions,if any, of the Companies Act, 2013 and applicable rules made thereunder, including the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share

Page 3 of 55

Capital and Debentures) Rules, 2014 and others rules and regulations made thereunder (including any amendment(s), statutory modification(s) or re- enactment(s) thereof), (hereinafter referred to as the 'Act'), in accordance with the provisions of the Memorandum andArticles of Association of Genesys International Corporation Limited ('the Company'), and pursuant to the provisions under the Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2018, as amended from time to time (the 'SEBI (ICDR) Regulations'), the regulations issued by the Securities and Exchange Board of India ('SEBI'), including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (the 'Listing Regulations'), the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time (the "SEBI Takeover Regulations"), Securities And Exchange Board Of India (Foreign Portfolio Investors) Regulations, 2019 , the applicable provisions of the Foreign Exchange Management Act, 1999, including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof ("FEMA"), the extant consolidated Foreign Direct Investment Policy, as amended and replaced from time to time ("FDI Policy") and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, and such other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued/ to be issued thereon by the Government of India ("GOI"), Ministry of Finance (Department of Economic Affairs) ("MoF"), Department for Promotion of Industry and Internal Trade, Ministry of Corporate Affairs ("MCA"), the Reserve Bank of India ("RBI"), the Securities and Exchange Board of India ("SEBI"), the BSE Limited, the National Stock Exchange of India Limited (collectively the 'Stock Exchanges'), any other rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India and subject to such other approvals, permissions, sanctions and consents, as may be necessary and on such terms and conditions (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, sanctions and consents) by any regulatory authorities and which may be accepted by the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution), the consent, authority and approval of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot upto 29,79,975 (Twenty Nine Lakhs Seventy Nine Thousand Nine Hundred Seventy Five) equity shares of the face value of Rs. 5/- (Rupees Five) each fully paid up, on a preferential basis to the following Proposed allottees at a price of Rs. 470/- (Rupees Four Hundred Seventy only) per equity share [i.e. including a premium of Rs.465/- (Rupees Four Hundred Sixty Five only) per equity share, or such higher price which shall not be less than the price determined in accordance with Regulation 164 (1) of Chapter V (Preferential Issue) of the SEBI (ICDR) Regulations.

Sr.	Proposed Allottees	No. of Equity Shares	Amount in Rs. Crore
1	Mr. Sundar Iyer	6,38,295	30.00
2	Mr. Ashish Nanda	9,82,975	46.20
3	Mr. Kamlesh N Shah	6,38,295	30.00
4	Ms. Sanjana Gupta Nanda	2,94,890	13.86
5	Mr. Vijay Mohan Karnani	1,06,380	5.00
6	Mr. Inder Soni	1,06,380	5.00
7	Ms. Abhinaya Chakravarthi	1,06,380	5.00
8	Mr. Mathew Cyriac	1,06,380	5.00
	Total	29,79,975	140.06

RESOLVED FURTHER THAT the equity shares of the Company being offered, issued and

Page 4 of 55

allotted to the Proposed Allottee by way ofpreferential allotment shall, inter-alia, be subject to the following:

1. 100% of the preferential allotment consideration shall be payable on or before the date of the allotment of the equityshares;
2. The equity shares so offered, issued and allotted to the Proposed Allottees, shall be issued by the Company for cash consideration;
3. The consideration for allotment of equity shares shall be paid to the Company by the Proposed Allottee from their respective bank accounts;
4. The equity shares shall be issued and allotted by the Company to the Proposed Allottees within a period of 15 days from the date of passing of this resolution, provided that, if any approval or permission by any regulatory authority / Stock Exchanges/ the Government of India for allotment is pending, the period of 15 days shall be counted from the dateof receipt of last of such approval(s);
5. The equity shares shall be issued and allotted by theCompany to the Proposed Allottees in de- materialized form within thetime prescribed under the applicable laws;
6. The equity shares to be offered, issued and allotted shall rank pari passu with the existing equity shares of the Company in all respects including the dividend and voting rights, if any;
7. The "Relevant Date" for this offer, issue and allotment of the Equity Shares by way of a preferential issue, as per Chapter V of the SEBI (ICDR) Regulations, for determination of minimum price forthe issue of said equity shares is Thursdaythe9thJune,2022being the date which is 30 (Thirty) days prior to the date of this ExtraordinaryGeneral Meeting;
8. The equity shares to be offered, issued and allotted shall be subject to lock-in as provided under the applicable provisions of SEBI (ICDR) Regulations; and
9. The equity shares so offered, issued and allotted will be listed on BSE Limited and the National Stock Exchange of India Limited where the equity shares of the Company are listed, subject to the receipt of necessary permissions and approvals, as the case may be.
   "RESOLVED FURTHER THAT the monies to be received by the Company from the Proposed Allottees towards application for subscription of the equity shares pursuant to this Preferential Issue shall be kept by the Company in a separate bank account opened by the Company and shall be utilized by the Company in accordance with Section 42 of the Act".
   "RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation to vary, modify or alter any of the relevant terms and conditions, attached to the number of equity shares to be allotted to the Investor, effecting any modifications,

Page 5 of 55