Genus Power Infrastructures Ltd Directors Report.

Dear shareholders,

Your directors present the 29th annual report together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2021 of Genus Power Infrastructures Limited (hereinafter may be referred to as "Genus" or the "company").

FINANCIAL RESULTS OF OPERATIONS

The financial results of operations of your company for the financial year ended March 31, 2021 have been as under:

(Rs. in lakhs, except per share data)

Standalone

Consolidated

Particulars Year ended March 31, 2021 Year ended March 31,2020 Year ended March 31, 2021 Year ended March 31,2020
Income
Revenue from contracts with customers 60,859.73 1,06,039.85 60,859.73 1,06,039.85
Other income 2,673.32 1,911.51 4,527.53 1,611.44
Total income 63,533.05 1,07,951.36 65,387.26 1,07,651.29
Expenses
Cost of raw material and components consumed 35,565.15 64,572.53 35,565.15 64,572.53
Change in inventory of finished goods and work-in-progress (541.22) 1,829.49 (541.22) 1,829.49
Employee benefit expenses 8,780.28 10,871.66 8,780.28 10,871.66
Other expenses 6,862.19 11,492.56 6,862.19 13,213.11
Depreciation and amortization expenses 2,175.73 2,214.74 2,175.73 2,214.74
Finance costs 2,449.50 3,272.16 2,449.50 3,272.17
Total expenses 55,291.63 94,253.14 55,291.63 95,973.70
Earnings before interest, tax, depreciation and amortization (EBITDA) 10,193.33 17,273.61 10,193.35 15,553.06
Profit before exceptional item and tax 8,241.42 13,698.22 10,095.63 11,677.59
Exceptional item - - - -
Profit before tax 8,241.42 13,698.22 10,095.63 11,677.59
Tax expense 3,125.78 4,331.52 3,125.78 4,331.52
Profit after tax before share of net loss/profit from associates for the period 5,115.64 9,366.70 6,969.85 7,346.07
Share of net (loss)/profit from associates N.A. N.A. (110.21) (84.82)
Net profit for the period after share of net loss/profit from associate entities 5,115.64 9,366.70 6,859.64 7,261.25
Other comprehensive income (net of tax) (37.48) (325.30) (37.48) (325.30)
Total comprehensive income (net of tax) 5,078.16 9,041.40 6,822.16 6,935.95
Paid-up equity share capital (face value Re.1 per share) 2,573.59 2,573.59 2,298.15 2,298.15
Earnings per share (before and after extraordinary item) (of Re.1 each
- Basic earnings per share (amount in Rs.) 1.99 3.64 2.98 3.16
- Diluted earnings per share (amount in Rs.) 1.99 3.64 2.98 3.16
Nominal value per share (amount in Rs.) 1.00 1.00 1.00 1.00

The above audited standalone financial results of the company have been reviewed by the audit committee and approved by the board of directors (the "board") of the company at their meetings held on May 28, 2021. The joint statutory auditors have issued an unqualified report thereon. The financial statements for the year ended March 31 2021 have been prepared in accordance with Indian accounting standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 read with section 133 of the "Companies Act, 2013" (the "Act") and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

Effective April 01, 2020, the chief operating decision maker (CODM) reviews the business as two operating segments i.e. metering business and strategic investment activity. In accordance with the core principles of Ind AS 108 Operating Segments, these have been considered as reportable segments of the company. The metering business comprises manufacturing and offering metering and metering solutions and undertaking engineering, construction and contracts on turnkey basis. The strategic investment division comprises strategic investments made in shares and securities. Segment information is presented in the consolidated financial results as permitted under Ind AS 108 "Operating Segments".

REVIEW OF STANDALONE ANNUAL FINANCIAL PERFORMANCE AND THE STATE OF COMPANYS AFFAIRS

We generate revenues principally from manufacturing and supplies of energy metering solutions to power distribution utilities based in India and globally. Our capacity utilisation remained subdued in the FY 2020-21 due to muted volume off-take on account of disruptions, caused by COVID-19 pandemic. The customer-centric nature of our business, which requires human intervention and manual deployment, was severely impacted by restrictions on movements amid lockdown measures.

We have recorded annual sales of Rs.60,859.73 lakhs for the FY 2020-21 as compared to Rs.1,06,039.85 lakhs in the FY 2019-20. The revenue growth was impacted by subdued volume off-take by the state electricity boards (SEBs) on account of disruptions, caused by severe COVID-19 pandemic. Other income increased to Rs.2,673.32 lakhs from Rs.1,911.51 lakhs in the previous year because of higher income on investments & deposits and foreign exchange gain.

EBITDA stood at Rs.10,193.33 lakhs as compared to Rs.17,273.61 lakhs in the previous year. EBITDA margin improved by 46 basis points at 16.75% in the FY 2020-21 against 16.29% in the previous year on account of supply of high-end meters and cost control measures, adopted by the management. Finance cost reduced to Rs.2,449.50 lakhs from Rs.3,272.16 lakhs in the previous year. The borrowings reduced to Rs.20689.99 lakhs from Rs.25650.88 lakhs in the previous year. This was primarily attributable to lower utilisation of credit limits (bank borrowings) due to subdued capacity utilisation and sales, caused by COVID-19 pandemic and subsequent implications. The company continued to rely on short-term debt to meet its working capital requirements. The long-term debt was used largely to support the capital expenditure incurred towards expansion. During the year under review, Rs.1,174.00 lakhs was incurred towards capital expenditure primarily on account of modernization, re-planting and other programmes undertaken in various units of the company.

Profit before tax stood at Rs.8,241.42 lakhs against Rs.13,698.22 lakhs in the previous year.

Profit after tax stood at Rs.5,115.64 lakhs as against Rs.9,366.70 lakhs in the previous year.

Cash PAT stood at Rs.7,404.21 lakhs as against Rs.11,065.73 lakhs in the previous year.

Earnings per share (EPS) stood at Rs.1.99 against Rs.3.64 in the previous year.

Net worth increased to Rs.92,425.65 lakhs from Rs.87,496.13 lakhs in the previous year on account of the retained earnings.

The company has written-off the bad debts of Rs.515.89 lakhs as compared to Rs.1,053.76 lakhs in previous year, which were mainly arisen due to deductions by indenting agencies as per the terms of the contract of supplies.

The liquidity of the company is supported by 275.44 lakhs equity shares of the company (treasury shares) and 475.44 lakhs equity shares of Genus Paper & Boards Limited, arisen as a result of the scheme of arrangement between the company and Genus Paper Products Limited as approved by the Honble Allahabad High Court in the FY 2013-14. As on March 31,2021, the market value of these shares was Rs.16,641.75 lakhs and the book value was Rs.5,995.08 lakhs.

KEY FINANCIAL RATIOS

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018, the company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key sector-specific financial ratios. Your company has identified the following ratios as key financial ratios:

Particulars Year ended March 31 2021 Year ended March 31 2020 Reason of change
Debtors turnover 1.02 1.76 Due to decrease in turnover attributable to COVID-19 impact.
Inventory turnover 3.70 5.92 Due to decrease in turnover attributable to COVID-19 impact.
Interest coverage ratio 5.25 5.28 There was no significant change.
Current ratio 2.68 2.27 There was no significant change.
Debt equity ratio 0.22 0.29 There was no significant change.
Operating profit / (EBITDA) margin (%) 16.75 16.29 Explained above.
Net profit margin (%) 8.41 8.83 There was no significant change.
Return on net worth (%) 5.53 10.71 Due to decrease in profit in absolute terms attributable to COVID-19 impact.

COVID-19 PANDEMIC AND ITS IMPACT

(a) Impact of the COVID-19 pandemic on the business:

The world health organization (WHO) declared an outbreak of corona virus disease (COVID-19), a global pandemic on March 11, 2020. Consequent to this, Government of India declared lockdown on March 23, 2020 and the company temporarily suspended the operations in all the units in compliance with the lockdown instructions issued by the central and state governments. COVID-19 has impacted the normal business operations of the company by way of movement & transportation restriction, interruption in production, supply chain disruption, unavailability of personnel, closure / lock down of production facilities etc., during the lock-down period and thereafter. However, production and supply of goods had commenced from the last week of April 2020 in a phased manner on various dates at all the manufacturing locations of the company after obtaining permissions from the appropriate government authorities. During March 2021, the COVID-19 cases in India once again started growing significantly

in the nation and the Government of India started imposing restrictions in forms of curfews and Lockdowns. Although, the operations of the company were not suspended, yet a slowdown by way of interruption in production, reduced manpower, supply chain disruption, unavailability of personnel, closure / lock down of production facilities, etc., can be expected till the situation normalizes. The companys operations, revenue and consequently profit during the reported period were impacted due to COVID-19. The company has made a detailed assessment of its liquidity position for the next year and the recoverability and carrying value of all its assets.

(b) Ability to maintain operations including the factories/units/ office spaces functioning and closed down:

The company has used effective cost control measures across the organization to preserve liquidity to survive tough times and respond to any unexpected events in the future due to the pandemic. The company is in a comfortable liquidity position to meet its commitments to service debt and other financial obligations. The company does not foresee any challenge in maintaining operations at its factories/units/offices and in realizing/recovering its assets. The company is also in constant discussion with its customers, vendors and other stakeholders to propel the business forward. Based on current indicators of future economic conditions and considering the various measures announced by the government to support businesses and fund the power sector, the company expects to fully recover the carrying amount of these assets. The company is taking utmost care to adhere to the governments guidelines for social distancing and other safety measures.

(c) Schedule if any for restarting the operations:

The company has already started all manufacturing plants and offices.

(d) Steps taken to ensure smooth functioning of operations:

The company has taken all the possible steps to ensure smooth functioning of operations. All the establishments and offices have been sanitized to ensure safety and security of our staff members and other stakeholders. All safety protocols such as temperature sensing, wearing of safety gears (masks, goggles, face shields and vaccination), social distancing, sanitizing and washing hands are being adhered to very stringently. Also these have been made contactless to the maximum extent at all locations. The company has also taken all necessary steps to track and adhere to the guidelines for social distancing and other safety measures issued by the ministry of home affairs along with the various directives issued by relevant government authorities from time to time keeping in mind safety, health and well-being of the employees and other stakeholders, at all our locations.

The company is also in constant discussion with the customers, vendors and other stakeholders to propel the business forward.

(e) Estimation of the future impact of COVID-19 on its operations: Currently the future impact of COVID-19 on the operations results and financial health of the company cannot be ascertained. We understand that the extent of adverse impact on revenues earnings and resultant cash flows will depend on containment of impact of COVID-19 and subsequent implications /damage done by the pandemic. The company will continue to closely monitor any material changes in future economic conditions and assess the impact on its business.

(f) Existing contracts/agreements where non-fulfillment of the obligations by any party will have significant impact on the listed entitys business:

There are no such contracts or arrangements, which would lead to non-fulfillment of the obligations by any party or shall have any significant impact on the business.

OPERATIONS AND BUSINESS OVERVIEW AND PERFORMANCE

Your company is engaged in the business of manufacturing and providing "metering and metering solutions" and undertaking engineering construction and contracts on turnkey basis for the power sector (core business division). The company has also been engaged in making strategic investment activity, wherein investments are made in shares and securities, on the basis of a thorough and systematic evaluation by the company and the management on an on-going concern basis with dedicated personnel and technical staff.

The operational and business performances of the company have been appropriately described in the report on management discussion and analysis, which forms part of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the company in the FY 2020-21.

ORDER BOOK POSITION

Order inflow has been subdued on account of COVID-19 pandemic led disruptions. However, we anticipate sharp revival in business across the entire Indian Metering Industry from the second half of the current financial year onwards. Our order book as on March 31, 2021 stood at Rs.93,052 lakhs (net of tax).

DIVIDEND

Your directors have recommended a dividend of Re.0.50 (fifty paisa) per equity share on equity shares of the face value of Re.1 each (i.e. 50% of the face value of equity share) for the financial year ended March 31 2021. The dividend is subject to approval of shareholders at the ensuing annual general meeting (AGM) and shall be subject to deduction of income tax at source. The dividend, if approved by the members at the ensuing AGM, will result in cash outflow of Rs.1149.61 lakhs.

The dividend distribution policy as approved by the board is attached as Annexure-A to this report and also is available on the website of the company at "https://genuspower.com/investor-category/corporate- governance/".

SHARE CAPITAL

There was no change in the authorised share capital of the company in the FY 2020-21 and it stood at Rs.83,20,00,000/- (Rupees Eighty Three Crore and Twenty Lakhs only) as on March 31 2021. There was also no change in the issued and paid-up share capital of the company in the FY 2020-21 and it stood at Rs.25,73,58,965/- (Rupees Twenty Five Crore Seventy Three Lakhs Fifty Eight Thousand Nine Hundred and Sixty Five only) consisting of 25,73,58,965 equity shares at face value of Re.1/- (Rupees One) each as on March 31 2021.

Your company has neither issued shares with differential voting rights nor issued sweat equity shares.

TRANSFER TO RESERVES

The board has not proposed to transfer any amount to reserve during the year under review. The board has decided to retain the entire amount of profit for the FY 2020-21 in the statement of profit and loss.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loan, guarantees and investments covered under section 186 of the Act along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient are provided in notes 4, 5, 6, 34 and 48 to the standalone financial statements forming part of the annual report.

Your company is holding certain strategic investments generally long-term in nature and the board may evaluate further opportunities in this regard with a view to enhance value for the stakeholders of the company.

DEPOSITS

During the FY 2020-21, the company has not accepted any deposits within the meaning of section 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014. As such no amount of deposit or interest thereon is outstanding as on March 31,2021.

SCHEME OF ARRANGEMENT

The board had approved a scheme of arrangement (the "scheme"), which inter-alia provides for demerger of the investment business division of the company into Genus Prime Infra Limited. Post demerger, the shareholders of the company will get shares of Genus Prime Infra Limited in a ratio of 6:1. The scheme is subject to approvals of various other authorities including approval of the shareholders, creditors, stock exchanges, SEBI, and the National Company Law Tribunal (NCLT).

The above restructuring/arrangement once achieved will enable the company to participate in its core activities and provide focused areas for growth.

A copy of the scheme has also been made available on the companys website at www.genuspower.com.

EMPLOYEES STOCK OPTION SCHEME

The employees stock option scheme 2012 ("ESOS-2012" or "ESOP scheme") of the company are in line with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The ESOP scheme is administered by the NRC and it is implemented in accordance with the applicable SEBIs rules and regulations.

The company has received a certificate from the statutory auditors of the company that the ESOP scheme has been implemented in accordance with the SEBIs rules and regulations in this regard and the resolution passed by the shareholders. The certificate would be available at the annual general meeting for inspection by shareholders.

In the FY 2020-21, your company has not granted any stock options. The details as required to be disclosed under regulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014 with regard to the ESOP scheme of the company are provided in Annexure-B to this report.

EMPLOYEES STOCK APPRECIATION RIGHTS PLAN

The Employees Stock Appreciation Rights Plan 2019 (the "ESARP-2019" or "ESAR plan") of the company are in line with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The ESAR plan is administered by the NRC and it is implemented in accordance with the applicable SEBIs rules and regulations.

The company has received a certificate from the statutory auditors of the company that the ESAR plan has been implemented in accordance with the SEBIs rules and regulations in this regard and the resolution passed by the shareholders. The certificate would be available at the annual general meeting for inspection by shareholders.

In the FY 2020-21, your company has not granted any ESAR. The details as required to be disclosed under regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to ESAR plan of the company are provided in Annexure-B to this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

In terms of section 134(3)(l) of the Act, except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year and the date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

In the FY 2020-21, no company has become or ceased to be a subsidiary, joint venture or associate company. As on March 31 2021, the company has no subsidiary company in terms of the provisions of the Act. As on March 31 2021, the company has the following two associate companies:

(a) M.K.J. Manufacturing Pvt. Ltd.

(b) Greentech Mega Food Park Limited

In terms of the provisions of section 129(3) of the Act, a statement containing performance and salient features of the financial statements of the subsidiaries/associates/joint ventures of the company in the prescribed form AOC-1 is attached as Annexure-C to this report.

The audited financial statement including the consolidated financial statement of the company and all other documents required to be attached thereto are available on the website of the company at "https://genuspower.com/investor-category/financials/". The financial statements of the subsidiaries are also available on the website of the company at "https://genuspower.com/investor-category/investor- information/".

The policy for determining material subsidiaries as approved by the board may be accessed on the website of the company at "https://genuspower. com/investor-category/corporate-governance/".

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the applicable provisions of the Act, the accounting standard on consolidated financial statements and the "SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015" (the "Listing Regulations), the audited consolidated financial statement is provided in the annual report. The consolidated revenue stood at Rs.60,859.73 lakhs and the consolidated net profit stood at Rs.6,859.64 lakhs in the FY 2020-21.

A statement containing the salient feature of the financial statements of each of the subsidiaries/associates/joint ventures of the company in the prescribed form AOC-1 is annexed as Annexure-C to this report.

In compliance with the provisions of section 136 of the Act, the financial statements of the subsidiaries/associates/joint ventures of the company are kept for inspection by the shareholders at the registered office of the company. The company shall provide free of cost the copy of the financial statements of its subsidiaries/associates/joint ventures to the shareholders upon their request. The statements are also available on the website of the company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions in the FY 2020-21 were in the ordinary course of business and at arms length basis. All these transactions were approved by the audit committee. There were no materially significant related party transactions that may have potential conflict with the interests of

the company at Large. There are no transactions that are required to be reported in Form AOC-2. For further details of the related party transactions, please refer to note 46 to the standalone financial statement, which sets out reLated party discLosures.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the board can be accessed on the website of the company at "https://genuspower.com/investor-category/ corporate-governance/".

CORPORATE SOCIAL RESPONSIBILITY

Your company has a policy on corporate social responsibility ("CSR") in Line with schedule VII of the Act and the same has been posted on the website of the company at "https://genuspower.com/investor-category/ corporate-governance/".

In the FY 2020-21, the company has undertaken a number of projects and programs as part of its CSR initiatives in Line with its CSR policy. The focus areas of the companys CSR programs/initiatives were (1) promotion of health care including preventive health care, (2) promotion of education including special education and employment enhancing vocational skills, (3) animal welfare promotion, and (4) protection of national heritage, art and culture. The companys dedicated staff members monitor the implementation of projects and programs regularly by site visits, meeting beneficiaries and checking records.

In the FY 2020-21, the company spent Rs.300.36 Lakhs (inclusive of administrative overheads) (around 3.02% of the average net profits of Last three financiaL years) on CSR activities. The statutory discLosures with respect to the CSR committee and an annuaL report on CSR activities are annexed as Annexure-D, which forms part of this report.

Pursuant to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the company has also adopted an annual action plan on CSR for the FY 2021-22, in pursuance of its CSR policy.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS

The company has constituted a risk management committee, which has been entrusted with the responsibiLity to formuLate a detaiLed risk management policy, which shall include (1) a framework for identification of internal and external risks specifically faced by the company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the committee; (2) measures for risk mitigation including systems and processes for internal control of identified risks; and (3) business continuity plan. The risk management process covers risk identification, assessment, analysis and mitigation.

The company has adopted a risk management policy in accordance with the provisions of the Act and regulation 21 of the Listing Regulations.

The details of the risk management committee, risk management policy and internal financial control systems are provided in the report on management discussion and analysis and the corporate governance report, forming part of this report.

CREDIT RATING

In the FY 2020-21, India Ratings and Research (Ind-Ra) has affirmed to your company Long-Term Issuer Rating at IND A+, vide its Letter dated December 09, 2020. The outLook is stabLe. The instrument-wise rating actions are as foLLows: -

Instrument type Maturity date Size of issue (billion) Rating/ Outlook Rating action
Long-term Loan March 2023 INR0.231 IND A+/ StabLe Assigned
Fund-based Limits INR2.51 increased from INR2.1) IND A+/ StabLe/ IND A1 Affirmed
Non-fund- based Limits INR7.85 (increased from INR7.75) IND A+/ StabLe/ IND A1 Affirmed
Proposed non-fund- based Limits INR0.5 WD Withdrawn
CommerciaL paper (CP) (within the fund-based working capitaL Limits) 7-365 days INR1.0 IND A1 Affirmed

INSURANCE

The company has insured its assets and projects adequateLy to cover most of the risks. Some of the important insurance poLicies taken by the company in the FY 2020-21 are as foLLows:

(a) ConsequentiaL Loss (fire) poLicy to insure the profit affected during the interruption/cessation of the business operations due to fire and aLLied periLs.

(b) Group medicLaim poLicy for its permanent empLoyees covering their spouse and dependent chiLdren.

(c) PersonaL accident poLicy (group) for insuring its empLoyees and giving coverage Like disability cover, permanent disability cover and death cover due to accident.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to reguLation 34(2) of the Listing ReguLations, the management discussion and anaLysis report for the year under review is annexed as Annexure-E to this report.

CODE OF CONDUCT

Pursuant to reguLation 26(3) of the Listing ReguLations, aLL board members and senior management personneL have affirmed compLiance with the companys code of conduct for directors and senior management on an annuaL basis. The code of conduct is aLso pLaced on the website of the company at www.genuspower.com.

CORPORATE GOVERNANCE

Your company is in compLiance with aLL the appLicabLe provisions of corporate governance as stipuLated under chapter IV of the Listing ReguLations. A detaiLed corporate governance report aLong with a certificate of the statutory auditors of the company regarding compLiance of the conditions of corporate governance as stipuLated under the Listing ReguLations is attached as Annexure-F to this report.

WHISTLEBLOWER POLICY AND VIGILANCE MECHANISM

Your company has adopted a whistLebLower poLicy and vigiL mechanism as required under section 177(9) of the Act. The company has estabLished

a formal vigil mechanism for directors and employees to report genuine concern of unethical behaviour, actual or suspected fraud or violation of the companys code of conduct. The audit committee reviews the existence and effectiveness of the vigil mechanism from time to time. The above policy and mechanism have been appropriately communicated across all sections within the company. The whistleblower policy and vigil mechanism have also been posted on the companys internal HR management system as well as on the website of the company at "https:// genuspower.com/investor-category/corporate-governance/".

The audit committee affirmed that no personnel have been denied access to the audit committee in the FY 2020-21.

PREVENTION OF INSIDER TRADING PRACTICES

Your company has adopted the code of conduct for regulating monitoring and reporting of trading by designated persons and their immediate relatives, code of practices and procedures for fair disclosure of unpublished price sensitive information and policy for procedure of inquiry in case of leak of unpublished price sensitive information in compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 as amended. The above codes prevent insiders from procuring, communicating, providing or allowing access to unpublished price sensitive information except where such communication is in furtherance of legitimate purposes performance of duties or discharge of legal obligations. The above codes also prohibit the insider to trade in securities when in possession of unpublished price sensitive information and during the period when the trading window is closed. However, an insider is entitled to formulate a trading plan for dealing in securities of the company in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations 2015 and submit the same to the compliance officer for approval and public disclosure.

ANNUAL RETURN

Pursuant to section 92(3) of the Act, a copy of the annual return of the company as on March 31, 2021 is available on the companys website and can be accessed at "https://genuspower.com/investor-category/ corporate-governance/".

DIRECTORS

• Mr. Subhash Chandra Garg (DIN: 01064347), aged 60 years, was appointed to the board as an additional director effective from November 11, 2020 to hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier and as an independent director to hold office up to a period of three years effective from November 11, 2020, subject to approval of the shareholders in the general meeting of the company. Mr. Garg, being appointed as an independent director, is not debarred from holding the office of director by virtue of any SEBI order or any other such authority and therefore, he is not disqualified to be appointed as an independent director. Further, Mr. Garg is not related to any other director or promoter of the company.

Mr. Garg joined IAS as part of the 1983 batch in Rajasthan cadre and took voluntary retirement in 2019. He served as economic affairs secretary (July, 2017 - July, 2019) and finance secretary of India in the ministry of finance and as secretary, ministry of power (July, 2019 - October, 2019). He has also served as an executive director in the World Bank based in Washington DC. Mr. Garg has graduate degrees in Law (LLB) and Commerce (B.Com) from Rajasthan University having studied in government college, Ajmer. Mr. Garg is a professionally qualified cost and management accountant with a gold medal in the intermediate examination

in 1980. In addition, Garg is a qualified company secretary and received the gold medal in the final examination in 1990.

In the opinion of the board, Mr. Garg brings a wealth of experience and financial acumen to the board. His vast experience in the realm of corporate governance will help us further strengthen our internal control and corporate governance. Further, he possesses integrity and relevant proficiency which will strengthen our board and fortify our corporate policies with a commitment to maximise value for our shareholders. The board recommends his appointment to the shareholders.

• Dr. Keith Mario Torpy (DIN: 01451387) was appointed to the board as an additional director (non-executive, non-independent director) effective from December 12, 2020 to hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier. Dr. Torpy, being appointed as a non-executive, nonindependent director, is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and therefore, he is not disqualified to be appointed as a non-executive, non-independent director. Further, Dr. Torpy is not related to any other director or promoter of the company.

Dr. Torpy, aged 61 years, is a senior professional with over 25 years of international experience in business/technology strategy conceptualization & implementation working for multinational companies and being based out of India, Hong Kong, Switzerland and now Australia. Dr. Torpy holds a doctorate degree (PhD) in Nanotechnology from the University of Technology, Sydney. He also holds a degree of Master of Business Administration (significant focus on Strategic Management and Asia Pacific International Business development") from Deakin University, Melbourne, Australia and a degree of Master in Electronics (significant focus on latest device development technologies leading to very large scale integration based on Thin Film technology) from Indian Institute of Science, Bangalore, India. Dr. Torpy has been awarded 18 international patents for Nanotech Coatings, Electricity and Gas Meter Devices, Energy Management Solutions integrating Smart Bots using Artificial Intelligence and Machine Learning plug-ins. Earlier, Dr. Torpy was associated with Landis+Gyr, which has been a global leader of energy management solutions. Dr. Torpy has served as Global VP Innovation at Landis+Gyr, Sydney, where he was involved in development of technology strategy & road map and working with stakeholders within the company and customers to identify innovative solution/product needs that could help to differentiate the company from others and help in developing significant revenue streams. He has also served as Global Head of R&D (Devices) at Landis+Gyr, Zug, Switzerland, where he was involved in development of technology and product strategy working with senior stakeholders in the company across four major regions - Americas, Europe Middle East & Africa and Asia Pacific. He has managed a research and development organization spread across 18 sites around the world.

In the opinion of the board, Dr. Torpy brings strong domain knowledge of smart metering business with combined with a deep understanding of how new digital technologies are evolving. He will play a key role in building a new platform of growth, developing new products capabilities, expanding our international footprint and securing our long-term growth. The board recommends his appointment to the shareholders.

• In compliance with the provisions of section 152 of the Act and the articles of association of the company Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal, directors of the company retire

by rotation at the ensuing annual general meeting and they being eligible have offered themselves for re-appointment. The board recommends their reappointment.

A brief resume along with other details of the directors, proposed to be appointed or reappointed are furnished in the annexure to the notice of the ensuing annual general meeting.

Pursuant to the provisions of section 134(3)(d) of the Act with respect to statement on declaration given by independent directors under section 149(6) of the Act, the board hereby confirms that all the independent directors of the company have given declaration that -

(a) they meet the criteria of independence as provided in section 149(6) of the Act and in the Listing Regulations;

(b) they have registered their names in the independent directors databank; and

(c) they have complied with the code for independent directors prescribed in schedule IV to the Act.

Based on the confirmation/affirmation received from an independent director that he/she was not aware of any circumstances that are contrary to the declarations submitted by him/her, the Board acknowledged the veracity of such confirmation and recorded the same.

Familiarization programmes

The company issues a formal letter of appointment to the independent directors, outlining their role, function, duties and responsibilities and the format of which is available on the companys website. Pursuant to regulation 25(7) of the Listing Regulations, the company organises familiarization programmes for independent directors to provide them an opportunity to have a clear understanding of their roles rights and responsibilities. This also makes it possible for independent directors to understand the companys business model, operational systems nature of the industry and other relevant information thoroughly. The details of familiarization programs have been disclosed on the website of the company and the web link thereto is "https://genuspower.com/investor- category/corporate-governance/".

Policy on directors appointment and remuneration and other details

Pursuant to the provisions of section 134(3)(e) and section 178(3) of the Act, the policy on selection of directors and determining directors independence (criteria for board membership) and the policy on remuneration of director key managerial personnel and senior management personnel are available on the website of the company at "https://genuspower.com/investor- category/corporate-governance/". The salient features of the policies are attached as Annexure-G & H, respectively. For further details relating to directors, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the board has carried out an annual evaluation of its own performance, performance of directors including chairperson & managing directors and its committees.

The performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as composition, structure, effectiveness of processes information, functioning, etc.

The performance of the committees was evaluated after seeking inputs from the committee members on the basis of criteria such as composition, terms of reference, effectiveness of committee meetings, etc.

The performance evaluation of non-independent directors, board as a whole and the chairperson were evaluated at a separate meeting of the independent directors. The same was also discussed in the meeting of NRC and the board. The performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The evaluation was carried out through a structured questionnaire prepared by the NRC separately for the board, board committees and directors including chairperson and managing directors. The questionnaire and evaluation process were reviewed in the context of amendments to the Listing Regulations and the Act. The above criteria are broadly based on the guidance note on board evaluation issued by the Securities and Exchange Board of India on January 5 2017.

The independent directors at their separate meeting (without the presence of non-independent directors and the members of management) reviewed & assessed inter-alia the performance of non-independent directors and board as a whole and the performance of the chairperson of the company after taking into consideration the views of executive and non-executive board members. The independent directors at their separate meeting also assessed the quality, quantity and timeliness of flow of information between the companys management and the board that was necessary for the board to effectively and reasonably perform their duties.

The NRC has also carried out evaluation of performance of every director. The board was satisfied with the evaluation process carried out.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of section 2(51) and 203 of the Act, the following are the key managerial personnel (KMP) of the company:

• Mr. Rajendra Kumar Agarwal, Managing Director & Chief Executive Officer

• Mr. Jitendra Kumar Agarwal, Joint Managing Director

• Mr. Nathulal Nama, Chief Financial Officer

• Mr. Ankit Jhanjhari, Company Secretary NUMBER OF MEETINGS OF THE BOARD

During the FY 2020-21, Ten (10) meetings of the board were convened and held in accordance with the provisions of the Act and the details of which are given in the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

COMMITTEES OF THE BOARD

As on March 31, 2021, the board had the following eight committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

(f) Finance Committee

(g) Sales Committee

(h) Committee of Independent Directors

The details of the compositions, powers, roles, terms of reference, etc. of the said committees are given in the corporate governance report, which forms part of this report. During the year, all recommendations made by the committees were approved and adopted by the board.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Act, the directors confirm that -

(a) in the preparation of the annual accounts for the financial year ended March 31 2021, the applicable accounting standards read with requirements set out under schedule III to the Act have been followed and there are no material departures from the same;

(b) 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 at the end of the financial year and of the profit of the company for that period;

(c) 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) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. S.R. Batliboi & Associates LLP, chartered accountants (firm registration no. 101049W/E300004) were appointed as joint statutory auditors of the company at the annual general meeting held on September 06 2019 for the second term of five consecutive years i.e. to hold office till the conclusion of the 32nd AGM of the company to be held in 2024. M/s. Kapoor Patni & Associates, chartered accountants (firm registration no. 019927C) were appointed as joint statutory auditors of the company at the annual general meeting held on September 06 2019 for the first term of five consecutive years i.e. to hold office till the conclusion of the 32nd AGM of the company to be held in 2024. The auditors have confirmed that they are not disqualified from continuing as auditors of the company.

The notes on financial statement referred to in the auditors report are self-explanatory and do not call for any further comments. The auditors report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors and Cost Audit Report

Pursuant to the provisions of section 148(1) of the Act read with rules framed thereunder, the company is required to maintain the cost records as specified and accordingly such accounts and records are made and maintained by the company.

In terms of the provisions of section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the board based on the recommendation of the audit committee has appointed M/s. K. G. Goyal & Associates, cost accountants as cost auditor of the company for conducting the cost audit for the financial year ended on March 31 2022 on a remuneration as mentioned in the notice of 29th annual general meeting. A certificate from M/s. K. G. Goyal & Associates, cost accountants has been received to the effect that their appointment as cost auditor of the company, if made would be in accordance with the limits specified under section 141 of the Act and rules framed thereunder. A resolution seeking shareholders ratification for the remuneration payable to the cost auditor forms part of the notice of 29th annual general meeting

and the same is recommended for your consideration and ratification.

The cost audit report for the FY 2019-20 issued by M/s. K. G. Goyal & Associates, cost auditors was filed with the ministry of corporate affairs (MCA) on November 06, 2020 within the stipulated/extended due date.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the secretarial audit for the FY 2020-21 has been carried out by M/s. C.M. Bindal & Co., company secretaries. The secretarial audit report submitted by them in the prescribed form (i.e. MR-3) is attached as Annexure-I and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the secretarial auditors in the report issued by them for the FY 2020-21, which call for any explanation from the board.

Secretarial Compliance Report

Pursuant to regulation 24A of the Listing Regulations, the annual secretarial compliance report issued by the practicing company secretary for the financial year 2020-21 is annexed as Annexure-J.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo, stipulated under section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-K and forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

The disclosure as required under the provisions of section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the company will be provided upon request. In terms of first proviso to section 136(1) of the Act, the annual report and accounts excluding the aforesaid information are being sent to the shareholders and others entitled thereto. The said information is available for inspection by the shareholders at the registered office of the company during business hours on working days of the company up to the date of ensuing annual general meeting. Any shareholder interested in obtaining a copy thereof may also write to the company secretary of the company.

BUSINESS RESPONSIBILITY REPORT

As required under regulation 34 of the Listing Regulations, the business responsibility report is annexed as Annexure-L to this report and is also available on the companys website www.genuspower.com.

CEO AND CFO CERTIFICATION

The managing director & CEO and the chief financial officer of the company have given annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of the Listing Regulations, copy of which is annexed as Annexure-M to this report. The said annual certificate was placed before the board at its meeting held on May 28, 2021. The managing director & CEO and the chief financial officer of the company have also given quarterly certification on financial results while placing the financial results before the board in terms of regulation 33(2) of the Listing Regulations.

OTHER DISCLOSURES

Your directors state that during the FY 2020-21 - (a) the company has not received significant or material orders, passed by any regulatory authority court or tribunal, which shall

impact the going concern status and companys operations in future.

(b) the company has adopted a policy on prevention of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. The said policy covers all employees with no discrimination amongst individuals at any point on the basis of race, colour, gender, religion, political opinion, social, origin or age. The company has also complied with provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. The company has an internal committee (which includes a woman member) to monitor the behavior of all employees and to redress complaints, if any. Further, the company has not received any complaint regarding sexual harassment in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

(c) neither the managing directors nor the whole-time directors of the company receive any remuneration or commission from any of its subsidiary/associate/joint venture.

(d) the statutory auditors or cost auditors or secretarial auditors of the company have not reported fraud to the audit committee or to the board under the provisions of section 143(12) of the Act including rules made thereunder.

(e) the company maintained healthy, cordial and harmonious industrial relations at all levels.

(f) the company has complied with the applicable provisions of the secretarial standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

(g) there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code 2016.

(h) there was no instance of onetime settlement with any bank or financial institution.

(i) in line with our commitment towards the green initiatives and going beyond it, electronic copy of the notice of 29th annual general meeting of the company including the annual report for the FY 2020-21 are being sent to all shareholders, whose e-mail addresses are registered with the company or depository participant(s) or registrar and share transfer agent of the company.

ACKNOWLEDGEMENTS

Your directors take this opportunity to thank the shareholders, clients, vendors, dealers and business associates of the company for their unstinted co-operation and valuable support extended during the pandemic year under review.

Your directors also thank the Government of India, the State Governments, SEBI, BSE, NSE, Bankers, Depositories, Tax Authorities, RBI, MCA, Ministry of Power, Ministry of Finance, State Electricity Boards and Power Utilities for their generous co-operation and look forward to their continued support in the future.

Your directors appreciate and value the contribution made by each and every member of the Genus family. Our sustained growth was made possible by their hard work, team spirit, corporation and support.

Your directors deeply regret the loss of life due to COVID-19 pandemic. They are also highly grateful and have immense respect for everyone who risked their life and safety to fight this pandemic.

For and on behalf of the Board of Directors

Ishwar Chand Agarwal
Chairman
DIN: 00011152
Jaipur, July 29, 2021