Genesys International : Addendum to Notice of 40th Annual General Meeting

September 08, 2022
BSE Limited	National Stock Exchange of India Ltd.
Corporate Relationship Department	Exchange Plaza,
P.J. Towers,	Bandra-Kurla Complex,
Dalal Street, Fort,	Bandra ( East)
Mumbai - 400 001	Mumbai - 400 051
Scrip Code: 506109	Symbol: GENESYS

Dear Sirs / Madam,

Sub: Addendum to the Notice of 40th Annual General Meeting

Further to our intimation dated 7th September, 2022 regarding Notice of 40th Annual General Meeting and Annual Report for financial year 2021-22 an Addendum to the Notice of 40th AGM of the Company is issued.

This Addendum to the Notice of 40th AGM is being circulated to the members whose email addresses are registered with the RTA/Depositories and also being uploaded on the Company's website at www.igenesys.com and on the website of Stock Exchanges at www.bseindia.com and www.nseindia.com. A public notice is also being published in this regard.

The above is for your information & records please.

Please take the above on your records.

Thanking you,

Yours faithfully

for Genesys International Corporation Limited

Vineet

Chopra

Digitally signed by Vineet Chopra Date: 2022.09.08 17:40:14 +05'30'

Vineet Chopra

Vice President - Legal & Company Secretary Enclosed: As above

Regd. Office: 73-A,SDF-III, SEEPZ, Andheri (E),

Mumbai-400 096, India Tel.: [phone];

[phone]; Fax: [phone]

Website: www.igenesys.com; E-mail:[e-mail]

CIN: L65990MH1983PLC029197

SPECIAL BUSINESS

9. Grant of Stock Options to the employees of Subsidiary, Associates & Joint Venture Company/ies under "GENESYS ESOP SCHEME - 2022"

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

"RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with the Companies (Share Capital and Debentures) Rules, 2014 ("the Rules") made thereunder (including any amendment, modification, variation or re-enactment thereof) , the Memorandum and Articles of Association of the Company, the circulars and notifications issued by the Reserve Bank of India, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity ) Regulations, 2021and Circular No. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 (collectively referred to as "SEBI (SBEB) Regulations"), issued by the Securities and Exchange Board of India ("SEBI") and subject to such other rules, regulations and guidelines that may be issued by appropriate authorities from time to time and subject to such other approval(s), permission(s) and sanction(s) as may be necessary from time to time and such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to and accepted by the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include Compensation Committee constituted by the Board of Directors under applicable Regulation of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 the approval and consent of the Company be and is hereby accorded to the Board of Directors to create, issue, offer and allot equity shares and/or securities convertible into equity shares of the aggregate nominal value (including any shares allotted to employees, as defined in SEBI (SBEB) Regulations, of the holding Company i.e (the Company) pursuant to the special resolution passed in Extra ordinary General meeting of the Company held on 9th July, 2022 under item no.5 of INR 50,00,000 (Rupees Fifty Lacs only) represented by 10,00,000 (Ten Lacs) equity shares of face value INR 5/- each (or such adjusted number of equity shares as may arise after giving effect to any corporate action like split, bonus, consolidation or other re- organisation of the capital structure of the Company, as may be applicable, from time to time) to employees and Directors of the subsidiary, associates, joint ventures and group company/ies (including foreign subsidiaries, associates, joint ventures and group entities of the Company) (hereinafter referred to as the "Employees") as may be decided by the Board under the "GENESYS ESOP SCHEME -2022" (hereinafter referred to as "the Scheme") in terms of this resolution, at such price and on such terms and conditions and in such tranches as may be decided by the Board, in its sole and absolute discretion in accordance with the applicable provision of any law.

RESOLVED FURTHER THAT without prejudice to the generality of the above but subject to the terms mentioned in the explanatory statement to this resolution, which are hereby approved by the Members, or any amendment or modification thereof, the

Regd. Office: 73-A,SDF-III, SEEPZ, Andheri (E),

Mumbai-400 096, India Tel.: [phone];

[phone]; Fax: [phone]

Website: www.igenesys.com; E-mail:[e-mail]

CIN: L65990MH1983PLC029197

Board be and is hereby authorised to make any modifications, changes, variations, alterations or revisions in the terms and conditions of the Scheme from time to time as it may in its sole and absolute discretion decide, subject to the conformity with the SEBI (SBEB) Regulations and the Act.

RESOLVED FURTHER THAT the equity shares allotted pursuant to this resolution shall rank pari passu inter se and with the existing equity shares of the Company in all respects.

"RESOLVED FURTHER THAT the Board be and is hereby authorised to re-price the options as it deems fit, which are not exercised, whether or not they have been vested, if the exercise price of the options is rendered unattractive due to fall in price of the share in the market and that such re-pricing is not detrimental to the interest of the employees.

RESOLVED FURTHER THAT the Board be and is hereby authorised to settle all questions, difficulties or doubts that may arise in relation to the formulation and implementation of the Scheme and to the shares (including to amend or modify any of the terms thereof) issued herein without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such deeds, documents, instruments and writings as may be necessary, expedient and incidental thereto and to delegate all or any of its powers herein conferred to any Committee of Directors and/or director(s) and/ or officer(s) of the Company, to give effect to this resolution."

Regd. Office: 73-A,SDF-III, SEEPZ, Andheri (E),

Mumbai-400 096, India Tel.: [phone];

[phone]; Fax: [phone]

Website: www.igenesys.com; E-mail:[e-mail]

CIN: L65990MH1983PLC029197

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 9

Genesys has always believed in Stock Options as an effective instrument, to align the interest of employees with those of the Company and its shareholders, provide an opportunity to employees to participate in the growth of the Company. With these objectives the Company intend to implement the "Genesys ESOP Scheme -2022" with a view to attract and retain key talent working with the Company by way of rewarding their performance and motivating them to contribute to the overall corporate growth and profitability in sync with their own personal and professional development. This will also act as a retention tool and attract best talent available in the market.

The Board has therefore proposed to implement "Genesys ESOP Scheme2022" (hereinafter referred to as "the Scheme") for the benefits of employees and Directors of the Company and its Subsidiary, Associates, Joint Venture Company/ies, and such other persons/entities as permitted under the SEBI ((Share Based Employee Benefits and Sweat Equity) Regulations (hereinafter referred to as "SEBI Regulations".

The Board has accordingly decided to seek approval of the shareholders of the Company. The salient features of the Scheme are as under:

a) Brief description of the Scheme:

The Company proposes to grant stock options to its present and future employees under Genesys ESOP Scheme -2022 in terms of this resolutions and in accordance with the relevant provisions of the Companies Act, 2013, the rules framed there under, SEBI (SBEB) Regulations and other laws as applicable.

b) Total number of options to be granted:

The Options to be granted under the scheme shall not exceed 10,00,000 (Ten Lacs) equity shares and/or securities convertible into equity shares of the aggregate nominal value of INR 50,00,000 (Rupees Fifty Lacs only) represented by 10,00,000 (Ten Lacs) equity shares of face value INR 5/- each in one or more tranches.

As per SEBI (SBEB) Regulations in case of corporate action like bonus shares, split, rights issue, merger, sale of division etc. such number of equity shares of equivalent value as may arise after giving effect to such corporate actions shall be deemed to be increased in proportion to the above ceiling limit of Equity Shares.

c) Identification of Classes of Employees entitled to participate in the Scheme:

Such employees of the Company as determined by the Compensation Committee, who are exclusively working in India or outside India or Directors of the Company whether whole- time or otherwise including Non-Executive Directors who are not a promoter or member of

Regd. Office: 73-A,SDF-III, SEEPZ, Andheri (E),

Mumbai-400 096, India Tel.: [phone];

[phone]; Fax: [phone]

Website: www.igenesys.com; E-mail:[e-mail]

CIN: L65990MH1983PLC029197

the promoter group, but excluding Independent Directors (hereinafter referred to as the "Employees"), as may be determined by the Compensation Committee and also the employees of group companies, subsidiaries or associates/or such other persons, as may from time to time be allowed under prevailing laws, rules and regulations.

d) Requirements of Vesting and Period of Vesting:

The Options granted shall vest so long as an employee continues to be in the employment of the Company or the Subsidiary Company, as the case may be. The Board or the Compensation Committee of the Board may, at its discretion, lay down such performance metrics/criteria on the achievement of which the options shall vest with the employee, the detailed terms and conditions relating such vesting, and the proportion in which the options granted shall vest, etc.

The minimum period of vesting shall be as prescribed under SEBI (SBEBSE) Regulations, 2021 from time to time, presently being one year from the date of grant of option. The Compensation Committee shall have the authority to decide, modify, alter the vesting schedules in any manner in their absolute discretion, as they deem fit, whether uniform or different for individual employee(s) or class of employee(s), or in one or more tranches, as the case may be.

The options, that may lapse, cancelled, expire or forfeited, shall be available for re-grant to the eligible employees as per the discretion of the Compensation Committee.

e) Maximum period Subject to Regulation 18(1) of the SEBI regulations

The maximum period of vesting shall be five years. The Compensation Committee shall have the authority to decide, modify, alter the vesting schedules in any manner in their absolute discretion, as they deem fit, whether uniform or different for individual employee(s) or class of employee(s), or in one or more tranches, as the case may be.

f) Exercise Price or Pricing Formula:

The Compensation Committee shall have the authority to decide, modify, alter the Exercise Price or Pricing Formula or discount on Exercise Price in any manner in their absolute discretion, as they deem fit, whether uniform or different for individual employee(s) or class of employee(s) as the case may be.

Exercise price shall not be less than face value of the shares of the Company.

g) Exercise Period and Process of Exercise:

The exercise period will commence from the date of vesting and will expire on completion of 3 years from the date of the vesting of the options. The Compensation Committee shall have the authority to decide, modify, alter the Exercise Period in its absolute discretion, as they deem fit, whether uniform or different for individual employee(s) or class of employee(s) as the case may be.

h) Appraisal Process for determining eligibility of Employees to participate in the

Regd. Office: 73-A,SDF-III, SEEPZ, Andheri (E),

Mumbai-400 096, India Tel.: [phone];

[phone]; Fax: [phone]

Website: www.igenesys.com; E-mail:[e-mail]

CIN: L65990MH1983PLC029197