Genesys International scheme of arrangement

Genesys International Corporation Ltd has informed that with reference to the Scheme of Arrangement between the Company (the Demerged Company) and GI Engineering Solutions Ltd (the Resulting Company) regarding the demerger and transfer of the Engineering and Information Technology business division of the Demerger Company into the Resulting Company, approved by the Hon'ble High Court of judicature at Bombay vide its Order dated September 07, 2007.

In consideration of the transfer of the aforesaid business division, the Resulting Company was required to issue and allot One (1) Equity Share / Convertible Warrant of Rs 10/- each for every two (2) Equity Shares / Warrants held by the Shareholders / Warrant holders in the Demerged Company as of the Record Date fixed in this regard.

Accordingly, the Company has informed that, the Board of Directors of the Resulting Company at its Meeting held on November 30, 2007 has approved the issuance and allotment of 57,84,378 Equity Shares of Rs 10/- each and 16,77,500 Warrants convertible into 16,77,500 Equity Shares of Rs 10/- each to the Shareholders / Warrantholders of the Demerged Company, whose names appeared on the Registrar of Members of the Demerged Company as of the Record Date i.e. October 19, 2007 as per the Share Entitlement Ratio.