Genus Power Infrastructures Ltd Directors Report

To the Members,

The Directors present the 33^rd annual report together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025 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 the Company for the financial year ended March 31, 2025 ("FY 2024-25") have been as under:

( I in lakhs, except per share data)

	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Income
Revenue from operations	2,44,201.26	1,20,058.25	2,44,201.26	1,20,058.25
Other income	7972.57	4,604.76	8,257.88	7,384.38
Total income	2,52,173.83	1,24,663.01	2,52,459.14	1,27,442.63
Expenses
Cost of raw material and components consumed	1,67,681.42	87,442.76	1,67,681.42	87,442.76
Change in inventory of finished goods and work-in-progress	(28,498.04)	(15,698.83)	(28,498.04)	(15,698.83)
Employee benefit expenses	27,479.76	16,469.30	27,479.76	16,469.30
Other expenses	30,548.05	18,310.67	30,570.04	18,316.15
Depreciation and amortisation expenses	3,460.37	2,125.03	3,460.37	2,125.03
Finance costs	11,622.71	5,769.29	11,622.81	5,769.33
Total expenses	2,12,294.27	1,14,418.22	2,12,316.36	1,14,423.74
Profit before tax	39,879.56	10,244.79	40,142.78	13,018.89
Tax expense	10,576.98	3,436.37	10,668.80	3,623.41
Net profit for the year before share of profit/(loss) of associate entities	-	-	29,473.98	9,395.48
Share of net profit/(loss) from associate entities	-	-	1,131.05	(1,386.07)
Net profit for the year from continuing operations	29,302.58	6,808.42	30,605.03	8,009.41
Net profit for the year from discontinued operations	515.42	708.76	533.15	657.09
Net profit for the year	29,818.00	7,517.18	31,138.18	8,666.50
Total other comprehensive income for the year (net of tax)	3.77	123.94	3.77	123.94
Total comprehensive income from continuing and discontinued operations (net of tax)	29,821.77	7,641.12	31,141.95	8,790.44
Earnings per share for continuing and discontinued operations (before and after extraordinary item) (Face value of H_1 each)
- Basic earnings per share (amount in H)	9.81	2.81	11.27	3.61
- Diluted earnings per share (amount in H)	9.76	2.79	11.20	3.59

Note - The above figures are extracted from the audited standalone and consolidated financial statements of the Company, prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and provisions of the Companies Act, 2013.

The above audited 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 30, 2025. The joint statutory auditors have issued an unqualified report thereon. 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. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

Review of Standalone Annual Financial Performance

Financial Year 2024–25 has been a landmark year for Genus, defined by exceptional growth, robust execution and notable margin expansion. The performance has been driven by the rapid scale-up of smart metering projects under the RDSS initiative, the strength of our integrated operations, and the continued confidence shown in us by utilities nationwide. These achievements reafirm our position as a trusted and leading partner in Indias evolving energy infrastructure landscape. During the financial year 2024–25, the Company delivered exceptional performance across all operational and financial metrics. Revenue for the year reached an all-time high of H_2,44,201 lakhs, marking a robust 103% growth over the previous years revenue of H 1,20,058 lakhs. This strong topline performance was driven by scaled execution of AMISP projects, the operationalisation of new capacities, and increased production output.

Other income rose to H 7,973 lakhs from H 4,605 lakhs in the previous year, comprising interest income from bank deposits, advances, and investments, gains on foreign currency transactions, and other miscellaneous income. Earnings before interest, tax, depreciation, and amortisation (EBITDA), excluding other income, surged by 247% to H 46,990 lakhs from H 13,534 lakhs in the previous financial year. Margins expanded significantly by 797 basis points to 19.24%, up from 11.27%. These results underscore the strength of our end-to-end model—from in-house manufacturing to software integration—and validate the foresight behind our early investments in capacity, technology, and backward integration. They also highlight the strong operating leverage embedded in our business model.

During the financial year 2024–25, the Companys finance cost rose significantly to H 11,623 lakhs, up from H 5,769 lakhs in the previous year. This increase was primarily driven by higher borrowings necessitated by rising business volumes and the need to provide additional bank guarantees to secure a surge in orders. Total borrowings increased to H 1,36,460 lakhs from H 58,712 lakhs in the previous year, largely due to elevated working capital requirements stemming from the substantial growth in business activity, order intake and expansion in production capacity.

Employee costs and other operational expenses also saw a corresponding rise, in line with the Companys strategic focus on scaling organisational capabilities to support the expanding order book. Key initiatives included expanding technical and engineering teams, investing in talent with emerging skill sets, and ramping up production capacity to ensure timely and high-quality execution of smart metering projects. These investments are critical to maintaining our competitive advantage in a rapidly evolving market driven by digitalisation, utility reforms, and the nationwide thrust toward smart infrastructure under various government initiatives. Profit Before Tax (PBT) stood at H 39,880 lakhs, representing a strong growth of 289% over the previous years PBT of H 10,245 lakhs. Profit After Tax (PAT) also recorded a substantial increase of 297%, rising to H 29,818 lakhs from H 7,517 lakhs in the preceding financial year. The significant improvement in profitability was driven by a sharp increase in sales volume, supported by effective cost controls and operational efficiencies, which together enhanced margin realisation across key projects.

Earnings Per Share (EPS) rose sharply to H 9.81 from H 2.81 in the previous year, signaling strong value creation for shareholders. The Companys net worth also increased to H 1,82,684 lakhs, up from H 1,54,577 lakhs, underscoring continued financial strength and value creation.

The liquidity of the Company is supported by 2,75,43,850 equity shares of the Company held in treasury and 4,75,43,850 equity shares of Genus Paper & Boards Limited. These shares arose from the scheme of arrangement between the Company and Genus Paper Products Limited, as approved by the Honble Allahabad High Court in FY 2013–14. As of March 31, 2025, the market value of these shares was H 81,206 lakhs, while the book value (cost of acquisition) was H 5,995 lakhs.

Review of Consolidated Annual Financial Performance

During the year under review, as none of the subsidiaries undertook revenue-generating operations, no direct revenue, operating costs, or cost of goods sold from subsidiaries were recognised in the consolidated financial statements. Accordingly, the consolidated performance primarily reflects the share of profit from associates, in line with the equity method of accounting. The Companys share of net profit from associate entities was H 1,131 lakhs, compared to a loss of H 1,386 lakhs in the previous financial year, indicating a positive growth trend in overall financial performance. The Company continues to derive economic value from its strategic investments while maintaining a focus on long-term shareholder value.

Management remains cautiously optimistic about the future performance of the subsidiary and associate entities, which continue to operate under improving economic conditions. The Company will continue to explore value-accretive investment opportunities and maintain a lean operating structure.

Operations and Business Overview and

Performance and the State of Companys Affairs

The Company is engaged in the business of manufacturing and providing smart metering solutions and services to utilities (power, gas and water) globally, with a focus on India. It also delivers comprehensive and innovative solutions as an Advanced Metering Infrastructure Service Provider (AMISP), tailored to meet the evolving needs of power utilities and distribution companies (DISCOMs).

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

The directors report reading with its annexures gives a true and fair view of the state of the Companys affairs as of March 31, 2025.

Change in the Nature of Business

There was no change in the nature of the Companys core business during FY 2024-25. However, the Company discontinued its Strategic Investment Business with effect from April 24, 2025, pursuant to the Scheme of Arrangement sanctioned by the NCLT. Further details are provided in the ‘Scheme of Arrangement section of this Report.

Order Book Position

As of March 31, 2025, the total order book, including all SPVs and the GIC Platform, exceeds H 30,10,999 lakhs (net of taxes). These concessions are for 8 to 10 years, offering clear multi-year revenue visibility. While new tender activity has moderated temporarily, the Company believes this is a natural pause as utilities absorb earlier orders - and it expects activity to resume over the medium term.

Dividend

The Board has recommended a dividend of H 2.45 (rupees two and forty five paisa) per equity share on equity shares of face value of H 1 each (i.e. 245%) for FY 2024-25 (last year H 0.60 (sixty paisa) per equity share of H 1 each). 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, would be paid to those members whose name appears in the Register of Members as on the Record Date mentioned in the Notice convening the AGM.

The Dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company which is in line with regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Companys website at ‘‘https:// genuspower.com/wp-content/uploads/2025/06/ Dividend-Distribution-Policy.pdf

Share Capital

There was no change in the authorised share capital of the Company during FY 2024-25. It stood at H 83,20,00,000 (Rupees Eighty Three Crore and Twenty Lakhs only) as on March 31, 2025.

During the year under review, the Company has allotted 1,73,578 (One Lakh Seventy Three Thousand Five Hundred Seventy Eight) equity shares pursuant to exercise of employee stock options/employee stock appreciation rights by the employees granted under employees benefit scheme(s). Consequent to said allotments the paid up equity share capital of the Company has increased to H 30,39,28,095 consisting of 30,39,28,095 equity shares of H_1 (Rupee One). The 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.

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 utilised by the recipient are given in the respective notes to the standalone financial statements of the Company forming part of the annual report.

Deposits

During FY 2024-25, the Company has not accepted 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, 2025.

Scheme of Arrangement

The Honble National Company Law Tribunal, Allahabad Bench ("NCLT"), has sanctioned Scheme of Arrangement under Sections 230-232 of the Companies Act, 2013 between the Company and Genus Prime Infra Limited and their respective shareholders and creditors, vide its Order dated April 24, 2025, which inter-alia included the demerger of the Strategic Investment Business (Demerged Undertaking) of Genus Power Infrastructures Limited into Genus Prime Infra Limited, and their respective shareholders and creditors. By virtue of this Order, the Strategic Investment Business of the Company has been transferred to Genus Prime Infra Limited with effect from the appointed date, i.e., April 24, 2025. Pursuant to the demerger, members of the Company are entitled to receive 1 (one) equity share of face value H 2 (two) each of Genus Prime Infra Limited, fully paid up, for every 6 (six) equity shares of face value H 1 (one) each of the Company. A copy of the Order has also been made available on the Companys website at www.genuspower.com.

Employees Benefit Plans

Employees Stock Option Scheme 2012: During the year under review, the Company has not granted any stock option under the ‘Employees Stock Option Scheme 2012 (hereinafter referred to as "ESOS-2012" or "ESOP scheme").

Employees Stock Appreciation Rights Plan 2019:

During the year under review, the Company has granted 35,00,000 stock appreciation rights convertibles into not more than 35,00,000 equity shares of H 1 each under the ‘Employees Stock Appreciation Rights Plan 2019 (hereinafter referred to as "ESARP-2019" or "ESAR plan"). Of these, 15,00,000 stock appreciation rights, granted during the year, were voluntarily surrendered by the employees of the Company, due to the options being underwater and the vesting conditions being particularly stringent.

ESOP-2012 and ESARP-2019 plans are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations").

These plans are administered by the Nomination and Remuneration Committee of the Board and implemented in accordance with the applicable SEBI rules and regulations. The Company issued and allotted equity shares as per the above benefit plans and there was no instance wherein the Company failed to implement any corporate action within the statutory time limit. The disclosures, as required under Regulation 14 of the SEBI SBEB Regulations, have been placed on the website of the Company at www.genuspower.com.

The Company has received the Secretarial Auditors certificate confirming the implementation of above said plans in accordance with the SEBI SBEB Regulations and the resolution passed by the members of the Company. The certificate would be made available to the members for inspection during the 33^rd Annual General Meeting of the Company.

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/annual 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

Acquisitions/subscription of Shares

During the year under review, the Company subscribed to/ acquired equity shares in various subsidiary/ associate/ joint venture companies. The details of acquisitions/ investments in subsidiary/ associate/ joint venture companies during FY 2024-25 are as under:

Name of the Company	Type of Company	% of shares held directly/ through subsidiary
1. Genus Dhundar Smart Metering SPV Private Limited	SD-WOS	100%
2. Genus Braj Smart Metering SPV Private Limited	SD-WOS	100%
3. Genus Rajputana Smart Metering SPV Private Limited	SD-WOS	100%
4. Genus Banas Smart Metering SPV Private Limited	SD-WOS	100%
5. Genus Bikana Smart Metering SPV Private Limited	SD-WOS	100%
6. Genus Marudhara Smart Metering SPV Private Limited	SD-WOS	100%
7. Genus Mewar Smart Metering SPV Private Limited	SD-WOS	100%
8. Genus Shekhawati Smart Metering Solutions SPV Private Limited	SD-WOS	100%
9. Genus Marwar Smart Metering Solutions Private Limited	SD-WOS	100%
10. Genus Alfa Smart Metering Private Limited	WOS	100%
11. Genus Beta Smart Metering Private Limited	WOS	100%
12. Genus Gamma Smart Metering Private Limited	WOS	100%
13. Genus Delta Smart Metering Private Limited	WOS	100%

Note - WOS: Wholly Owned Subsidiary; SD-WOS: Step Down Wholly Owned Subsidiary

Genus Power Solutions Private Limited (GPSPL), a wholly owned subsidiary of the Company, on June 20, 2024, acquired 30,000 (Thirty Thousand) equity shares, representing 30% of the total share capital of Maharashtra Akola Amravati Smart Metering Private Limited. Accordingly, this entity became a wholly owned subsidiary of GPSPL and, consequently, a wholly owned step-down subsidiary of the Company. Subsequently, on March 13, 2025, GPSPL acquired 13,000 (Thirteen Thousand) equity shares, representing 13% of the total share capital of Durg Rajnandgaon Jagdalpur Smart Metering Private Limited. As a result, this entity also became a wholly owned subsidiary of GPSPL and a wholly owned step-down subsidiary of the Company.

Sale/Transfer of Shares

During the year under review, on April 20, 2024, the Company transferred its entire 100% equity stake in its wholly owned subsidiary, Hi-Print Metering Solutions Private Limited (HPMSPL), to Gemstar Infra Pte. Ltd. As a result, HPMSPL has ceased to be a wholly owned subsidiary of the Company. This transfer was carried out in accordance with the joint venture agreement dated July 4, 2023, entered into by Gem View Investment Pte. Ltd., Gemstar Infra Pte. Ltd., and the Company. Further, HPMSPL holds 100% ownership in two companies, namely Genus Assam Package-5 SPV Ltd. and Hi-Print Assam Package-3 SPV Ltd. Consequently, following the transfer, these companies have also ceased to be wholly owned step-down subsidiaries of the Company.

As on March 31, 2025, the Company has the following subsidiary/ step down subsidiary/ joint venture/ associate Companies:

Name of the holding/ subsidiary/ associate companies / joint ventures (A)	Subsidiary/ Associate/ Joint Venture	% of shares held directly/ through subsidiary
1. Genus Power Solutions Private Limited	WOS	100%
2. Hi-Print Energy Solutions Private Limited	WOS	100%
3. Genus Metering Communication Private Limited	WOS	100%
4. Genus Assam Package-2 SPV Limited	WOS	100%
5. Genus Assam Package-4 SPV Limited	WOS	100%
6. Genus Chhattisgarh PKG-1 SPV Private Limited	SD-WOS	100%
7. Maharashtra Akola Amravati Smart Metering Private Limited	SD-WOS	100%
8. Jammu Smart Metering Private Limited	SD-WOS	100%
9. Durg Rajnandgaon Jagdalpur Smart Metering Private Limited	SD-WOS	100%
10. Kanpur Jhansi Banda Smart Metering Private Limited	SD-WOS	100%
11. Purvanchal EAV-3 Smart Metering Private Limited	SD-WOS	100%
12. Hi-Print Investments Private Limited	SD-WOS	100%
13. Garhwal Smart Metering Private Limited	SD-WOS	100%
14. Himachal Pradesh C Zone Smart Metering Private Limited	SD-WOS	100%
15. Genus Dhundar Smart Metering SPV Private Limited	SD-WOS	100%
16. Genus Braj Smart Metering SPV Private Limited	SD-WOS	100%
17. Genus Rajputana Smart Metering SPV Private Limited	SD-WOS	100%
18. Genus Banas Smart Metering SPV Private Limited	SD-WOS	100%
19. Genus Bikana Smart Metering SPV Private Limited	SD-WOS	100%
20. Genus Marudhara Smart Metering SPV Private Limited	SD-WOS	100%
21. Genus Mewar Smart Metering SPV Private Limited	SD-WOS	100%
22. Genus Shekhawati Smart Metering Solutions SPV Private Limited	SD-WOS	100%
23. Genus Marwar Smart Metering Solutions Private Limited	SD-WOS	100%
24. Genus Assam Package-3 SPV Limited	SD-WOS	100%
25. Hi-Print Technologies Private Limited	WOS	100%
26. Genus Smart Metering Private Limited	WOS	100%
27. Genus Mizoram SPV Private Limited	WOS	100%
28. Genus Advance Metering Private Limited	WOS	100%
29. Genus Metering Infra Private Limited	WOS	100%
30. Genus Smart Energy Private Limited	WOS	100%
• 31. Genus Smart Technology Private Limited	WOS	100%
32. Genus Alfa Smart Metering Private Limited	WOS	100%
33. Genus Beta Smart Metering Private Limited	WOS	100%
34. Genus Gamma Smart Metering Private Limited	WOS	100%
35. Genus Delta Smart Metering Private Limited	WOS	100%
36. M.K.J. Manufacturing Pvt Ltd	Associate	50%
37. Greentech Mega Food Park Limited	Associate	26%
38. Hop Electric Manufacturing Private Limited	Associate	26%
39. Gemstar Infra Pte. Ltd.	Associate	26%

WOS: Wholly Owned Subsidiary; SD-WOS: Step-down Wholly Owned Subsidiary;

Note - Entities listed at Sr. No. 1 to 24, though classified as WOS or SD-WOS, have not been consolidated in the Companys consolidated financial statements in accordance with the applicable accounting standards. The entities listed at Sr. Nos. 36 and 37 ceased to be associates of the Company with effect from April 24, 2025, pursuant to the Scheme of Arrangement approved by the Honble NCLT.

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/events/". The financial statements of the subsidiaries, consolidated in the consolidated financial statements, are available on the website of the Company at "https://genuspower.com/ investor/events/".

The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Companys website at "https://genuspower.com/ wp-content/uploads/2025/06/Material-Subsidiaries-Determining-Policy-Updated.pdf". The Company did not have any material subsidiary during FY 2024-25.

Consolidated Financial Statement

Pursuant to the applicable provisions of the Companies Act, 2013, the accounting standard on consolidated financial statements and the SEBI Listing Regulations, the audited consolidated financial statement is provided in the annual report. A statement containing the salient feature of the financial statements of each of the subsidiaries/ associates/ joint ventures of the Company, considered for consolidation of accounts as per the applicable accounting standards, in the prescribed form AOC-1 is annexed as ‘Annexure-A to this report.

In compliance with the provisions of Section 136 of the Companies Act, 2013, the financial statements of the subsidiaries/associates/joint ventures of the Company are also available on the website of the Company. The Company shall provide free of cost the copy of the financial statements of its subsidiaries/associates/joint ventures to the members upon their request.

Contracts and Arrangements with Related Parties

All related party transactions in FY 2024-25 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. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed as ‘Annexure-B to this report. The details of the related party transactions are given in the respective notes to the standalone financial statements of the Company, 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/wp-content/ uploads/2025/06/Related-Party-Transactions-Policy-Updated.pdf".

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to formulate and recommend to the Board a Corporate Social Responsibility (CSR) policy, which shall indicate the activities to be undertaken by the Company, as specified in Schedule VII of the Act, to recommend the amount of expenditure to be incurred on the activities and to monitor the CSR policy of the Company from time to time. The Company has developed and implemented a corporate social responsibility (CSR) Policy containing projects and programs, which is available on Companys website at "https://genuspower.com/wp-content/ uploads/2025/06/CSR-Policy.pdf".

In FY 2024–25, the Company implemented several projects and programs as part of its Corporate Social Responsibility (CSR) initiatives, in alignment with its CSR policy. The focus areas of the Companys CSR programs/initiatives were -

(1) animal welfare and agroforestry

(2) promoting education; including special education and employment enhancing vocation skills especially among children, woman, elderly and the differently-abled and livelihood enhancement projects

(3) eradicating hunger and poverty and malnutrition, promoting health care including preventive health care; and

(4) promotion of art and culture. To ensure effective implementation, the Companys dedicated CSR team regularly monitors these initiatives through site visits, beneficiary interactions, and record verification. During FY 2024–25, the Company spent H 506 lakhs on CSR activities, representing approximately 7.5% of the average net profits of the last three financial years. This amount includes administrative overheads and the excess CSR expenditure carried forward from FY 2023–24. Statutory disclosures regarding the CSR Committee, along with the annual report on CSR activities, are provided in ‘Annexure-C, which forms an integral part of this report.

In accordance with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the Company has adopted an Annual Action Plan for CSR for FY 2025–26, aligned with its CSR Policy.

Risk Management and Internal Financial Control Systems

The Risk Management Committee (RMC), constituted by the Board of Directors, has formulated a comprehensive Risk Management Policy in accordance with the Companies Act, 2013 and Regulation 21 of the SEBI Listing Regulations. It has been aligned with current business realities, anticipated project scales under government initiatives like RDSS, and potential risks arising from geopolitical and market fluctuations. This policy identifies key risk areas including strategic, financial, and operational risks within the framework of Environmental, Social, and Governance (ESG) considerations. For each risk category, the Company has established targeted management strategies to address and mitigate potential exposures. Furthermore, a robust Business Continuity Plan is in place to ensure the sustained operation of critical functions during and after any disruptive events. The Company follows a proactive approach to risk management, aiming to anticipate potential threats, disclose them transparently, and implement timely measures to minimise their impact.

The Companys risk management and control framework emphasises active involvement from all departments and divisions in designing and implementing appropriate control measures. It also promotes seamless information sharing across the organisation. This framework is integrated with the Companys internal controls and audit processes, supported by the SAP-based ERP system, ensuring operational efficiency, regulatory compliance, and effective risk mitigation.

The Internal Audit Department conducts continuous reviews of key operational areas to detect potential weaknesses and recommend timely corrective actions, thereby enhancing efficiency and enabling data-driven decision-making. Management routinely assesses the effectiveness of the Companys policies and risk strategies to ensure they remain relevant and impactful. Additionally, regular training sessions and workshops are organised to equip employees with the knowledge and tools necessary to monitor, manage, and mitigate internal risks through objective and well-informed practices.

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

Insurance

The Company has continued to maintain adequate insurance coverage for its assets and projects to safeguard against a wide range of risks. The major insurance policies secured by the Company during FY 2024–25 are as follows:

• Consequential Loss (Fire) Insurance Policy — Provides coverage for loss of profit resulting from the interruption or cessation of business operations due to fire and allied perils.

• Group Medical claim Policy — Offers health insurance coverage to permanent employees, including their spouse and dependent children.

• Group Personal Accident Policy — Provides insurance coverage to employees against accidental risks, including disability (temporary or permanent) and death due to an accident.

• Directors and Officers (D&O) Liability Insurance Policy — Protects the Companys directors and key officers from personal liability arising from financial losses caused by wrongful acts or omissions committed in their offcial capacity. It covers legal and defense costs, damages, and related expenses incurred from claims made against them personally.

• Cyber Risk Protector Insurance Policy — Covers losses resulting from cyber incidents such as data breaches, hacking, data extortion, data theft, and data destruction.

• Comprehensive General Liability Policy — Provides coverage against third-party claims arising out of the Companys operational activities.

Management Discussion and Analysis Report

Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the management discussion and analysis report for the year under review is annexed as ‘Annexure-D to this report.

Code of Conduct

Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members and senior management personnel have afirmed 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 "https://genuspower. com/wp-content/uploads/2025/06/Code-of-Conduct-for-Directors-SMP-Updated.pdf".

Credit Rating

During the year under review, India Ratings and Research (Ind-Ra) has afirmed the Company Long-Term Issuer Rating and its debt instruments at ‘IND AA-/Stable and has simultaneously withdrawn them on December 05, 2024, upon request of the Company. The instrument-wise rating actions were as follows:-

Instrument Type	Maturity Date	Size of Issue (million in J)	Rating assigned along with Outlook / Watch	Rating Action
Long Term issuer Rating@	-	-	WD	Afirmed and withdrawn
Fund-based limits working capital limit*	-	2,910	WD	Afirmed and withdrawn
Non-fund-based working capital limits*	-	17,710	WD	Afirmed and withdrawn
Term loan@	March 31, 2029	450	WD	Afirmed and withdrawn
External commercial borrowing (ECB)@	-	4,160	WD	Afirmed and withdrawn
Commercial paper (CP)#	Up to 365 days	1,000	WD	Afirmed and withdrawn

Note - WD: Rating withdrawn

@ Afirmed at ‘IND AA-‘/ Stable before being withdrawn

* Afirmed at "IND AA-/ Stable/IND A1+ before being withdrawn

# Afirmed at ‘IND A1+ before Being withdrawn

Further, the Company has engaged CRISIL Ratings Limited to evaluate and assign ratings to its loan and debt programs. On November 25, 2024, CRISIL Ratings Limited assigned a ‘CRISIL AA-/Stable rating to the Companys bank loan facilities and a ‘CRISIL A1+ rating to its commercial paper program. The rating details are as follows:

Total Bank Loan Facilities Rated	J 3,861.66 Crore
Long-Term Rating	CRISIL AA-/Stable (Assigned)
Short-Term Rating	CRISIL A1+ (Assigned)
(H 100 Crore Commercial Paper)

Corporate Governance

The Company has complied with all applicable provisions of corporate governance as prescribed under Chapter IV of the SEBI Listing Regulations. A comprehensive Corporate Governance Report, along with a certificate from the practicing Company Secretaries confirming compliance with the conditions stipulated under the SEBI Listing Regulations, is attached to this report as ‘Annexure-E.

Whistle Blower Policy and Vigilance Mechanism

In accordance with Section 177(9) of the Companies Act, 2013, the Company has established a Whistle Blower Policy and Vigil Mechanism, providing a formal framework for directors and employees to report genuine concerns regarding unethical conduct, suspected fraud, or violations of the Companys Code of Conduct. The Audit Committee periodically reviews the effectiveness of this mechanism. The policy has been effectively communicated across the organisation and is accessible through the Companys internal HR management system as well as on the Companys website at: https://genuspower.com/wp-content/ uploads/2025/06/Whistle-Blower-Policy-and-Vigil-Mechanism-Updated-1.pdf.

The Audit Committee has confirmed that no personnel were denied access to the Audit Committee during FY 2024–25.

Prevention of Insider Trading Practices

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has implemented the following policies: (i) Code of Conduct for Regulating, Monitoring, and Reporting of Trading by Designated Persons and their Immediate Relatives, (ii) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI"), and (iii) Policy for Inquiry in Case of Leak of UPSI.

These codes prohibit the procurement, communication, or access to UPSI, except where such actions are undertaken for legitimate purposes, in the performance of duties, or in compliance with legal obligations. They also restrict insiders from trading in the Companys securities while in possession of UPSI or during periods when the trading window is closed. However, insiders may formulate a pre-approved trading plan, subject to approval by the Compliance Officer and subsequent public disclosure, in accordance with the SEBI PIT Regulations.

To ensure effective implementation, the Company has established robust internal control systems to monitor and enforce compliance with these regulations.

Annual Return

In accordance with Sections 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2025, is available on the Companys website and can be accessed at: "https://genuspower. com/investor-category/corporate-governance/".

Directors

Pursuant to the recommendation of the Nomination and Remuneration Committee (the "NRC") and the Board of Directors of the Company, the Company appointed Mr. Chirag Patel, Mr. Gyan Prakash, and Ms. Shweta Gupta as Additional Directors and Independent Directors with effect from April 01, 2024. They were subsequently regularised as Independent Directors and Non-Executive Directors of the Company by the members through a postal ballot resolution passed on April 28, 2024, to hold office for a term of five (5) years, from April 01, 2024 to March 31, 2029. They shall not be liable to retire by rotation.

The first term of Ms. Sharmila Chavaly as an Independent Director concluded on April 30, 2025. Based on the recommendation of the NRC and the Board, the members of the Company at the 32^nd Annual General Meeting held on September 30, 2024, approved her re-appointment as an Independent Director for a second term of three (3) years, effective from May 01, 2025 to April 30, 2028. She shall not be liable to retire by rotation.

Pursuant to Circular No. NSE/CML/2018/02 dated June 20, 2018, issued by the National Stock Exchange of India Limited, and based on the declarations received from the Independent Directors, it is confirmed that the individuals appointed/reappointed as Independent Directors have not been debarred from holding the office of Director by any SEBI order or any other authority. Accordingly, they were/ are not disqualified from being appointed/ reappointed as Independent Directors. Furthermore, they were/are not related to any Director of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ishwar Chand Agarwal and Mr. Rajendra Kumar Agarwal, Directors of the Company, are liable to retire by rotation at the ensuing Annual

General Meeting and, being eligible, have offered themselves for reappointment. The Board recommends their reappointment. A resolution seeking members approval for their reappointment, along with the requisite details, forms part of the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013 ("the Act"), with respect to the statement on declarations given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all Independent Directors of the Company have submitted declarations stating that:

• They meet the criteria of independence as prescribed under Section 149(6) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations;

• They have registered their names in the Independent Directors data bank as required under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014; and

• They have complied with the Code for Independent Directors as specified in Schedule IV to the Act.

All the Directors have confirmed that they are not disqualified from being appointed as Directors pursuant to Section 164 of the Companies Act, 2013 and other applicable laws. Based on the confirmations received from the Independent Directors, afirming that they are not aware of any circumstances that would render their earlier declarations inaccurate or invalid, the Board has acknowledged the veracity of such confirmations and duly recorded the same.

Familiarisation programs

The Company issues a formal letter of appointment or reappointment to Independent Directors, detailing their roles, responsibilities, functions, and obligations. The format of this letter is available on the Companys website.

In compliance with Regulation 25(7) of the SEBI Listing Regulations, the Company also conducts familiarisation programs to enable Independent Directors to gain a comprehensive understanding of their roles, rights, and responsibilities. These programs further provide valuable insights into the Companys business model, operations, industry landscape, and other key areas. Details of these familiarisation programs are disclosed on the Companys website, and the web link thereto is "https://genuspower.com/wp-content/uploads/2025/07/Details-of-Familiarisation-Programmes-29.pdf".

Policy on directors appointment and remuneration and other details

The Company has implemented two key policies, as recommended by the Nomination and Remuneration Committee (NRC) and approved by the Board:

1. Policy on Selection of Directors and Determination of Directors Independence (Criteria for Board Membership)

2. Policy on Remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel The Remuneration Policy complies with the provisions of Section 178 of the Companies Act, 2013, and the applicable regulations under the SEBI Listing Regulations. It aims to ensure the following:

• The level and structure of remuneration are reasonable and sufficient to attract, retain, and motivate individuals with the necessary qualifications to drive the Companys success.

• Remuneration is directly linked to performance, aligned with defined benchmarks.

• A balanced mix of fixed and performance-linked incentives is maintained, supporting both short-term and long-term business objectives.

• Compensation is comparable to industry standards while considering the competencies, responsibilities, and scope of work of the Directors and Senior Management Personnel.

The Policy on Selection of Directors outlines the guiding principles for the NRC in identifying suitable individuals to serve as Directors, including criteria to assess the independence of candidates proposed for appointment as Independent Directors. This policy is aligned with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations.

In accordance with Section 134(3) of the Companies Act, 2013, both policies are available on the Companys website at: https://genuspower.com/investor-category/corporate-governance/ For further information on Directors and their remuneration, please refer to the Corporate Governance Report, which forms part of this Annual Report.

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company on March 31, 2025:

• Mr. Rajendra Kumar Agarwal, Managing Director & CEO

• Mr. Jitendra Kumar Agarwal, Joint Managing Director

• Mr. Nathulal Nama, Chief Financial Officer

• Mr. Ankit Jhanjhari, Company Secretary

• Mr. Puran Singh Rathore, Joint Company Secretary & Compliance Officer

Board Evaluation

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board undertook its annual performance evaluation, including the assessment of individual directors (such as the Chairperson and Managing Directors) as well as its various committees.

The evaluation of the Boards performance was carried out based on feedback received from all directors, using a set of criteria including Board composition, structure, effectiveness of processes, quality of information, and overall functioning. Similarly, the performance of the Board Committees was assessed based on inputs from committee members, using parameters such as composition, clarity of terms of reference, and effectiveness of meetings.

The performance evaluation of non-independent directors, the Board as a whole, and the Chairperson was conducted separately by the independent directors at their exclusive meeting. These evaluations were also discussed by the Nomination and Remuneration Committee (NRC) and subsequently reviewed by the Board. The performance evaluation of independent directors was conducted by the entire Board, excluding the director being evaluated.

This assessment was undertaken after considering the views of both executive and non-executive board members. The independent directors also evaluated the quality, quantity, and timeliness of information flow between management and the Board to ensure effective decision-making.

The evaluation process was facilitated through a structured questionnaire developed by the NRC, tailored separately for the Board, its committees, and individual directors, including the Chairperson and Managing Directors. The questionnaire was broadly based on SEBIs Guidance Note on Board Evaluation and aligned with the relevant provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Additionally, the NRC conducted an individual performance review of each director. The Board expressed satisfaction with the overall evaluation process.

Number of Meetings of the Board

During the financial year 2024–25, six meetings of the Board were duly convened and held in compliance with the provisions of the Companies Act, 2013. Details of these meetings are provided in the Corporate Governance Report, which forms an integral part of this report. The interval between any two meetings did not exceed the prescribed limit of 120 days.

Committees of the Board

During the financial year 2024–25, the Board had the following nine 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

(i) Share Allotment Committee The composition, powers, roles, and terms of reference of each of these committees are detailed in the Corporate Governance Report, which forms an integral part of this report. All recommendations made by the respective committees during the year were duly considered, approved and adopted by the Board.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the directors confirm that –

(a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read with requirements set out under schedule III to the Companies Act, 2013 had been followed and there were no material departures from the same; (b) they had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and are operating effectively; and

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

Auditors and Auditors Report

Statutory Auditors and Auditors Report

During the year under review, based on the recommendations of the Audit Committee and the Board of Directors, the shareholders of the Company approved the appointment of M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W), and the reappointment of M/s. Kapoor Patni & Associates, Chartered Accountants (ICAI Firm Registration No. 019927C), as Joint Statutory Auditors of the Company, in place of the retiring auditors. Their appointment is for a term of five

(5) consecutive years, commencing from the conclusion of the 32^nd Annual General Meeting and continuing until the conclusion of the 37^th Annual General Meeting. They have been engaged to conduct the statutory audit of the Company for the financial years 2024–25 through 2028–29, at a remuneration to be determined by the Board of Directors.

M/s. MSKA & Associates and M/s. Kapoor Patni & Associates have submitted their Audit Reports on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025. These reports form an integral part of the Annual Report. The Audit Reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The observations made in the Audit Reports are self-explanatory and do not require any further clarification from the Board.

Cost Auditors and Cost Audit Report

In accordance with the provisions of Section 148(1) of the Companies Act, 2013, read with the applicable rules made thereunder, the Company has maintained the prescribed cost records.

Pursuant to Section 148 of the Companies Act, 2013, and the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. K. G. Goyal & Associates, Cost Accountants, as the Cost Auditors of the Company for conducting the cost audit for the financial year ending March 31, 2026. The remuneration payable to the Cost Auditors has been set out in the Notice convening the 33^rd Annual General Meeting. A resolution seeking the members ratification for the said remuneration forms part of the Notice and is recommended for your approval.

The cost audit report for the financial year 2023–24, issued by M/s. K. G. Goyal & Associates, was filed with the Ministry of Corporate Affairs (MCA) on September 02, 2024, within the prescribed/extended due date.

Secretarial Auditors and Secretarial Audit Report

In compliance with the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the financial year 2024–25 was conducted by M/s. ARMS & Associates LLP, Company Secretaries. The Secretarial Audit Report, in the prescribed Form MR-3, is annexed to this report as ‘Annexure-F. The report does not contain any qualifications, observations, adverse remarks, or disclaimers that require an explanation from the Board. Further, in view of the recent amendment to Regulation 24A of the SEBI Listing Regulations, which mandates member approval for the appointment of Secretarial Auditors in listed companies, the Board of Directors, on the recommendation of the Audit Committee and considering the qualifications and expertise of M/s. ARMS & Associates LLP, has proposed their appointment as the Secretarial Auditors of the Company for a period of five (5) consecutive years. Their term shall commence from the conclusion of the 33^rd Annual General Meeting and continue until the conclusion of the 38^th Annual General Meeting, covering the financial years 2025–26 to 2029–30. The remuneration payable shall be determined by the Board of Directors from time to time.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Pursuant to the requirements of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo is provided in ‘Annexure-G, which forms an integral part of this Report.

Particulars of Employees and Other Related Disclosures

The disclosure as required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is available upon request. Pursuant to the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report and Annual Financial Statements, excluding the said information, are being sent to the members and other entitled persons. The relevant details are available for inspection by the members at the registered office of the Company during business hours on working days, up to the date of the ensuing Annual General Meeting. Members who wish to obtain a copy of the said information may write to the Company Secretary.

It is hereby confirmed that the remuneration paid is in accordance with the Remuneration Policy of the Company.

CEO and CFO Certification

In accordance with Regulation 17(8) of the SEBI Listing Regulations, the Managing Director & CEO and the Chief Financial Officer of the Company have provided the Board with an annual certification on financial reporting and internal controls. A copy of this certification is attached as ‘Annexure-H to this report. The certificate was presented to the Board at its meeting held on May 30, 2025.

Additionally, in compliance with Regulation 33(2) of the SEBI Listing Regulations, the Managing Director & CEO and the Chief Financial Officer have submitted quarterly certifications on the financial results at the time of placing them before the Board.

Business Responsibility and Sustainability Report

In line with the evolving regulatory landscape and growing stakeholder expectations around sustainable business practices, the Company has prepared its Business Responsibility and Sustainability Report (BRSR) for the financial year 2024-25.

The BRSR has been developed in accordance with the format prescribed by the SEBI and reflects the Companys performance and initiatives across key Environmental, Social, and Governance (ESG) parameters. It aligns with our commitment to responsible corporate citizenship and long-term value creation for all stakeholders.

Key highlights of the BRSR include:

• Integration of ESG principles into strategic decision-making and operational practices.

• Performance metrics across environmental sustainability, employee well-being, community engagement, and governance practices.

• Initiatives undertaken during the year to enhance transparency, inclusivity, and accountability.

The report is annexed as ‘Annexure-I to the Annual Report and is also available on the Companys website at www.genuspower.com, in compliance with disclosure requirements.

Other Disclosures

The Directors hereby state that during the financial year 2024–25:

(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 comprehensive "Policy on Prevention of Sexual Harassment at the Workplace" in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy applies uniformly to all employees and prohibits discrimination based on race, colour, gender, religion, political opinion, social origin, or age. An Internal Complaints Committee, headed by a Woman Presiding Officer, is in place to oversee compliance and address grievances. Details related to the complaint under the policy were disclosed in the Corporate Governance Report, which forms part of this Annual Report.

(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 Companies Act, 2013 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 one-time settlement with any bank or financial institution.

(i) In alignment with the Companys commitment to green initiatives, electronic copies of the Notice of the 33^rd Annual General Meeting, along with the Annual Report for FY 2024–25, are being sent to all members whose email addresses are registered with the Company, depository participants, depositories, or the Registrar and Share Transfer Agent.

(j) The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961.

Acknowledgements

The Board of Directors extends its sincere gratitude to the Companys shareholders, customers, vendors, dealers, and business partners for their continued trust, support, and collaboration throughout the financial year under review.

The Board also wishes to acknowledge the steadfast cooperation and guidance received from the Government of India, various State Governments, the Securities and Exchange Board of India (SEBI), BSE Limited, National Stock Exchange of India Limited (NSE), the Reserve Bank of India (RBI), the Ministry of Corporate Affairs (MCA), the Ministry of Power, the Ministry of Finance, State Electricity Boards, Power Utilities, Bankers, Depositories, and Tax Authorities. The Directors look forward to the continued support and goodwill of all stakeholders in the years to come. Finally, the Board places on record its deep appreciation for the commitment, hard work, and dedication of the entire Genus family. Their unwavering efforts have been instrumental in the Companys continued growth and success.

For and on behalf of the Board of Directors

Ishwar Chand Agarwal

Chairman

DIN: 00011152

Jaipur, August 30, 2025