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:

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
reaffirm our position as a trusted and leading partner in
India's 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 year's 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 Company's
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 Company's
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
year's 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 Company's 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 Hon'ble
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 Company's 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 Company’s 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 Company's affairs
as of March 31, 2025.

Change in the Nature of Business

There was no change in the nature of the Company's 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 Company's 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 Hon'ble 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 Company's
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.

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.

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://
qenuspower.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://qenuspower.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 Company's 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 arm's 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 Company's
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 Company's 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 Company's 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 Company's 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
Company's 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 Company's 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 Company's directors and key
officers from personal liability arising from financial
losses caused by wrongful acts or omissions
committed in their official 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 Company's operational activities.

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 Company's 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 Company's internal HR

management system as well as on the Company's
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 Company's
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 Company's
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, affirming 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
Company's 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 Company's business
model, operations, industry landscape, and other
key areas. Details of these familiarisation programs
are disclosed on the Company's 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 (KM P), 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 Company's 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 Company's
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 Board's 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 SEBI's 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) i n 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 Company's 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 Company's
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 Company's 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) I n alignment with the Company's 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 Company's 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 Company's continued growth
and success.

For and on behalf of the Board of Directors

Ishwar Chand Agarwal

Chairman
DIN: 00011152
Jaipur, August 30, 2025