To the Members,

The Directors present the 32^nd annual report together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2024 of Genus Power Infrastructures Limited (hereinafter may be referred to as "Genus" or "the Company").

The financial results of operations of the Company for the financial year ended March 31, 2024 ("FY 2023-24") have been as under:

( H in lakhs, except per share data)

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 29, 2024. The joint statutory auditors have issued an unqualified report thereon. The financial statements for FY 2023-24 have been prepared in accordance with Indian accounting standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements read with Section 133 of ‘the Companies Act, 2013' ("the Act") and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

During the financial year, the Company demonstrated exceptional performance across all areas by significant growth in revenue, enhanced profitability, and a robust order book. The Company reported a highest ever revenue for FY 2023-24 of H 1,20,058.25 lakhs, higher by 48.5% over the previous financial year's revenue of H 80,838.55 lakhs. The revenue was mainly from sales of metering solutions and services. The revenue growth was driven by the continued expansion of the smart metering business and effective order execution. Additionally, other income rose to H 5,588.37 lakhs from H 1,836.51 lakhs of the previous year, comprising interest income from bank deposits and loans & advances, income from investments and foreign exchange.

The earning before interest, tax, depreciation and amortization (EBITDA) (excluding other income) was H 13,497.99 lakhs as compared to H 7,882.35 lakhs in the previous financial year. However, there was a significant increase in the finance cost to H 5,769.29 lakhs from H 2,818.46 lakhs in the previous financial year. This was a result of the Company's business model requirement of higher borrowings due to increased business volume and also to provide additional bank guarantees to secure the influx of orders. The borrowings increased to H 58,712.35 lakhs from H 34,691.53 lakhs in the previous financial year. The main cause of the increased borrowings was the additional working capital requirement for higher business volume and booking of more orders, which caused the providing of more margin money for bank guarantees. The employee costs and other expenses were increased as a result of our continuous endeavors to grow our workforce in preparation for meeting the significant orderbook we have obtained.

The profit before tax (PBT) was H 11,191.93 lakhs, as against H 5,027.37 lakhs in the previous financial year. The profit after tax (PAT) was H 7,517.18 lakhs, as against H 3,498.42 lakhs in the previous year. The earning per share (EPS) was H 2.81 as against Re. 1.36 in the previous year.

The net worth increased to H 1,54,576.78 lakhs from H 96,931.02 lakhs in the previous year mainly on account of the issue of 4,59,78,965 Equity Shares at a premium of H 111.88 per share and retained earnings.

The liquidity of the Company is supported by 275.44 lakhs equity shares of the Company (treasury) and 475.44 lakhs equity shares of Genus Paper & Boards Limited, arisen as a result of the scheme of arrangement between the Company and Genus Paper Products Limited as approved by the Hon'ble Allahabad High Court in the FY 2013-14. As on March 31, 2024, the market value of these shares was H 72,276.64 lakhs and the book value (cost of acquisition) was H 5,995.08 lakhs.

The Company is involved in the business of manufacturing and providing smart metering solutions including undertaking AMISP projects. The Company has also been involved in making strategic investment activity, wherein investments are made in shares and securities, on the basis of a thorough and systematic evaluation by the Company, professional experts and the management on an on-going concern basis with dedicated personnel and technical staff.

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.

There was no change in the nature of business of the Company during FY 2023-24.

As of March 31, 2024, the total order book, including all SPVs and the GIC Platform, exceeds H 21,000 Crore (net of taxes). These concessions are for 8 to 10 years, providing clear visibility into the Company's robust future revenue growth. We anticipate a significant increase in the order book in the coming years.

The Board has recommended a dividend of Re. 0.60 (sixty paisa) per equity share on equity shares of face value of H 1 each (i.e. 60%) for FY 2023-24 (last year Re. 0.75 (seventy five paisa) per equity share of Re. 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 cut-off date (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/2024/06/ Dividend-Distribution-Policy.pdf"

There was no change in the authorised share capital of the Company during FY 2023-24. It stood at H 83,20,00,000/- (Rupees Eighty Three Crore and Twenty Lakhs only) as on March 31, 2024.

During the year the Company has allotted 4,59,78,965 (Four Crores, Fifty Nine Lakhs, Seventy Eight Thousand, Nine Hundred and Sixty Five) Equity Shares pursuant to the exercise of right of conversion of share warrants held by Chiswick Investment Pte. Ltd. (a foreign body corporate) and 1,80,092 (One Lac Eighty Thousand and Ninety Two) 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 30,37,54,517/- consisting of 30,37,54,517 equity shares of H 1 /- (Rupee One).

The Company has neither issued shares with differential voting rights nor issued sweat equity shares.

The Board at its meeting held on July 04, 2023 and the Members of the Company at their extraordinary general meeting held on July 31, 2023 have approved raising funds through issue of 4,59,78,965 (Four Crores, Fifty Nine Lakhs, Seventy Eight Thousand, Nine Hundred and Sixty Five) share warrants for an aggregate consideration of up to H 5,19,01,05,569.20 (Rupees Five Hundred and Nineteen Crores, One Lakh, Five Thousand, Five Hundred and Sixty Nine and Paisa Twenty), in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") by way of a preferential issue on a private placement basis to Chiswick Investment Pte. Ltd., Singapore.

Upon completion of condition precedent of above issue and on receipt of 25% of the consideration amount i.e. H 129,75,26,392.30 (Rupees One Hundred and Twenty Nine Crores, Seventy Five Lakhs, Twenty Six Thousand, Three Hundred and Ninety Two and Paisa Thirty), the Share Allotment Committee of the Board in its meeting held on August 11, 2023 has approved the allotment of 4,59,78,965 (Four Crores, Fifty Nine Lakhs, Seventy Eight Thousand, Nine Hundred and Sixty Five) share warrants convertible into equal number of equity shares to ‘Chiswick Investment Pte. Ltd.' at an issue price of H 112.88/- per share warrant on preferential basis in accordance with the SEBI ICDR Regulations.

Further, consequent to the exercise of right of conversion of share warrants into Equity Shares and on receipt of remaining exercise price of H 84.66 per warrant (being an amount equivalent to the 75% of the warrant exercise price of H 112.88 per share warrant), aggregating to H 3,89,25,79,176.90/-, the Share Allotment Committee of the Company at its meeting held on January 15, 2024, has allotted 4,59,78,965 (Four Crores, Fifty Nine Lakhs, Seventy Eight Thousand, Nine Hundred and Sixty Five) equity shares of face value of H 1/- each fully paid up.

These equity shares, allotted on exercise of right of conversion of the share warrants, shall ranked pari passu in all respects with the existing equity shares of the Company.

The Board has not proposed to transfer any amount to reserve during the year under review.

Details of loan, guarantees and investments covered under Section 186 of the Act along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient are given in the respective notes to the standalone financial statements of the Company forming part of the annual report. The Company is holding certain strategic investments generally long-term in nature and the Board may evaluate further opportunities in this regard with a view to enhance value for the stakeholders of the Company.

During FY 2023-24, 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, 2024.

The Board had approved a ‘scheme of arrangement' (the "scheme"), subject to approvals of the applicable/ relevant authorities including approval of the members, creditors, stock exchanges, SEBI, and National Company Law Tribunal. The scheme has already been approved by the members and creditors of the Company in the duly court-convened meetings. Currently, it is pursuing other regulatory approvals.

The scheme inter-alia provides for demerger of the investment business division of the Company into Genus Prime Infra Limited. Post demerger, the members of the Company will get 1 (One) equity share of face value H 2 (Two) each of Genus Prime Infra Limited as fully paid up for every 6 (Six) equity share of face value of Re. 1 (One) each of the Company. The above restructuring/arrangement once achieved will enable the Company to participate in its core activities and provide focused areas for growth. A copy of the scheme has also been made available on the Company's website at www.genuspower.com.

Pursuant to approval of the Board at its meeting held on July 04, 2023, the Company has executed (i) a Joint Venture (JV) agreement by and between Gem View Investment Pte. Ltd., Singapore ("Gem View"), Gemstar Infra Pte. Ltd., , Singapore, Genus Power Infrastructures Limited (the "Company"), 'Ishwar Chand Agarwal', ‘Kailash Chandra Agarwal', ‘Rajendra Kumar Agarwal' and ‘Jitendra Kumar Agarwal', for setting up a platform to bid for various AMISP concessions; (ii) an investment agreement by and between the Company, Gem View and Gemstar Infra Pte. Ltd.; and (iii) a warrants subscription agreement by and between the Company and Chiswick Investment Pte. Ltd., Singapore ("Chiswick"), to issue and allot 4,59,78,965 (Four Crores, Fifty Nine Lakhs, Seventy Eight Thousand, Nine Hundred and Sixty Five) share warrants for an aggregate consideration of up to H 5,19,01,05,569.20 (Rupees Five Hundred and Nineteen Crores, One Lakhs, Five Thousand, Five Hundred and Sixty Nine and Paisa Twenty) ("Share Warrants"), in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 by way of a preferential issue on a private placement basis ("Preferential Issue"). Gem View and Chiswick are affiliates of GIC, Singapore ("GIC Entities").

The JV agreement was executed for the AMISP contracts issued or to be issued under the Government's RDSS scheme. This agreement established a platform company namely Gemstar Infra Pte. Ltd. (Platform Co.), in Singapore, with Genus contributing 26% of the capital and GIC investing 74%. As part of the JV, the platform company has created a wholly-owned subsidiary namely Gemstar Infra India Pvt. Ltd. (Bid Co.), which will exclusively bid for tenders issued by Utilities in India. According to the JV agreement, the Company must transfer all existing AMISP contracts, secured under Special Purpose Vehicles (SPVs) through tender processes, to the Platform Co. Moving forward, Bid Co. will participate in the tender process. If Bid Co. chooses not to bid on a particular tender, Genus has the option to participate, independently.

The Company has also executed on August 01, 2023 a master engineering and procurement contract by and between Hi-Print Infra Private Limited (now Gemstar Infra India Pvt. Ltd.), Gemstar Infra Pte Ltd and Genus Power Infrastructures Limited, for recording the terms and conditions in relation to the AMISP Solutions services to be procured by Gemstar Infra Pte Ltd and Hi-Print Infra Private Limited (now Gemstar Infra India Pvt. Ltd.) from the Company.

Pursuant to Clause 5A to para A of part A of Schedule III of the SEBI Listing Regulations, the disclosure with regard to the agreements is available on the Company's website and can be accessed at "https://genuspower. com/investor/agreements/".

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' (hereinafterreferredtoas"ESOS-2012"or"ESOPscheme").

Employees Stock Appreciation Rights Plan 2019: During the year under review, the Company has granted 1,00,000 stock appreciation rights convertibles into 1,00,000 equity shares of Re. 1 each under the ‘Employees Stock Appreciation Rights Plan 2019' (hereinafter referred to as "ESARP 2019" or "ESAR plan").

The Company amended the ESOP 2012 and ESARP 2019 plans to align with the updated ‘SEBI (Share Based Employee Benefits and Sweat Equity) Regulation, 2021' ("SEBI SBEB Regulations") and to extend the maximum vesting period for these plans. The Company reduced the employee stock options pool by 30,00,000 (Thirty Lakhs) options from the original pool of 49,45,000 (Forty Nine Lakhs Forty Five Thousand) options reserved under ESOS 2012. The decreased equity pool of 30,00,000 (Thirty Lakhs) equity shares from ESOS-2012 transferred to ESARP 2019, creating a pool of 60,00,000 options under ESARP 2019.

ESOP 2012 and ESARP 2019 plans are in compliance with the SEBI SBEB Regulations. These plans are administered by the Nomination and Remuneration Committee of the Board and implemented in accordance with the applicable SEBI's 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 abovesaid 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 32^nd Annual General Meeting of the Company.

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.

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 2023-24 are as under:

Note: WOS: Wholly Owned Subsidiary; SD-WOS: Step Down Wholly Owned Subsidiary; SD-Subsidiary: Step Down Subsidiary; JV: Joint Venture

During the year under review, the Board in its meeting held on August 10, 2023 approved the proposal for divestment of 100% equity stake/investment held in its wholly owned subsidiary namely Hi-Print Infra Private Limited (now Gemstar Infra India Pvt. Ltd.) ("Hi-Print") and accordingly, Hi-Print has ceased to be a wholly owned subsidiary of the Company. Further, the Company has entered into a share purchase agreement on April 20, 2024 with Gemstar Infra Pte. Ltd. and transferred the 100% equity shares held in its wholly owned subsidiary namely ‘Hi-Print Metering

Solutions Private Limited' (‘HPMSPL'). Accordingly, HPMSPL has ceased to be a wholly owned subsidiary of the Company. Further, HPMSPL holds 100% ownership in two Companies, namely (1) Genus Assam Package-5 SPV Ltd. and (2) Hi-Print Assam Package-3 SPV Ltd. Consequently, the aforementioned Companies have also ceased to be wholly-owned step down subsidiaries of the Company. The aforesaid transfers being made in pursuance of the joint venture agreement dated July 04, 2023, by and between Gem View Investment Pte Ltd, Gemstar Infra Pte Ltd, Genus Power Infrastructures Limited, Ishwar Chand Agarwal, Kailash Chandra Agarwal, Rajendra Kumar Agarwal and Jitendra Kumar Agarwal, for setting up a platform to bid for/undertake various AMISP concessions.

As on March 31, 2024, the Company has the following subsidiary / step down subsidiary or joint venture / associate Companies:

*Acquired the balance 30% equity shares on June 30, 2024, consequently, became a wholly owned stepdown subsidiary of the Company. ¹ Transferred 100% Equity Shares to Gemstar Infra Pte. Ltd. pursuant to Share Purchase Agreement dated April 20, 2024.

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

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 associate and subsidiaries 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 Company's website at "https://genuspower.com/ wp-content/uploads/2024/06/Material-Subsidiaries-Determining-Policy.pdf". The Company did not have any material subsidiary during FY 2023-24.

Pursuant to the applicable provisions of the Act, 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 Act, 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.

All related party transactions in FY 2023-24 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. There are no transactions that are required to be reported in Form AOC-2. 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/2024/06/ Related-Party-Transactions-Policy.pdf".

Pursuant to Section 135 of the Act, 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/2024/06/ CSR-Policy.pdf".

In FY 2023-24, the Company has undertaken a number of projects and programs as part of its CSR initiatives in line with its CSR policy. The focus areas of the Company's CSR programs/initiatives were (1) promotion of health care including preventive health care, (2) promotion of education including special education and employment enhancing vocational skills, (3) protection of National Heritage, art and culture, and (4) animal welfare promotion. The Company's dedicated staff members monitor the implementation of projects and programs regularly by site visits, meeting beneficiaries and checking records.

The Company spent H 224.09 lakhs (inclusive of administrative overheads) (around 5% of the average net profits of the last three financial years) on CSR activities. The statutory disclosures with respect to the CSR committee and an annual report on CSR activities are annexed as ‘Annexure-B', which forms part of this report.

Pursuant to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the Company has also adopted an annual action plan on CSR for FY 2024-25, which is in line with its CSR policy.

The Risk Management Committee (RMC), established by the Board, has developed a comprehensive risk management policy in line with the Act and Regulation 21 of the SEBI Listing Regulations. This policy outlines key risk areas such as strategic, financial, operational, and ESG (Environmental, Social, and Governance) risks. For each identified risk area, the Company has developed specific management strategies. Additionally, the Company has a robust business continuity plan to maintain its critical business functions during and after a disaster has occurred. The Company adopts a proactive risk management approach, aiming to foresee potential threats, promptly disclose them, and implement swift controls to mitigate their negative impact.

The Company's risk management and control framework requires the active participation of every department and division in formulating and executing appropriate control measures and techniques. It also mandates the sharing of relevant information across all divisions. The Company has integrated its risk management and control mechanism with internal controls and audits, supported by SAP ERP. This integration ensures the smooth running of daily operations, adherence to regulatory standards, and effective risk mitigation. The internal audit department continuously reviews all major operational areas to identify any weaknesses and implement corrective actions promptly, enhancing overall efficiency through informed decision-making. Additionally, the management regularly evaluates the effectiveness of the Company's policies and strategies. To record, monitor, regulate, and mitigate internal risks using informed and unbiased techniques and plans, regular training sessions and workshops are conducted.

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.

The Company has continued to ensure its assets and projects adequately to cover most risks. Major insurance policies taken by the Company in FY 2023-24 are as follows:

Consequential Loss (Fire) Policy to insure the profit affected during the interruption/cessation of the business operations due to fire and allied perils.

Group Mediclaim Policy for its permanent employees covering their spouse and dependent children.

Personal Accident Policy (Group) for insuring its employees and giving coverage like disability cover, permanent disability cover and death cover due to accident.

Director and Officer Liability Insurance Policy to provide protection to its directors, and key officers who are in a decision-making position against their personal liability for financial losses arising out of wrongful acts or omissions in their capacity as directors or officers. It provides insurance cover to directors or officers to indemnify them for legal & defense costs, damages and expenses incurred arising from claims brought against them personally, due to wrongful acts in their capacity as Director or Officer of the Company.

Cyber Risk Protector Insurance Policy to cover losses incurred through data destruction, hacking, data extortion, and data theft.

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-C' to this report.

Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members and senior management personnel have affirmed compliance with the Company's 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/2024/06/Code-of-Conduct-for-Directors-SMP.pdf ".

In FY 2023-24, India Ratings and Research (Ind-Ra) has upgraded Company's Long-Term Issuer Rating to ‘IND AA-' from ‘IND A+', on December 07, 2023. The Outlook is Stable. The instrument-wise rating actions are given below:-

*carved out of fund-based limits

The Company has complied with all the applicable provisions of corporate governance as stipulated under Chapter IV of the SEBI Listing Regulations. A detailed corporate governance report along with a certificate from the practicing company secretaries conforming compliance of the conditions of corporate governance as stipulated under the SEBI Listing Regulations is attached as ‘Annexure-D' to this report.

In compliance with Section 177(9) of the Act, the Company has implemented a whistleblower policy and vigil mechanism, establishing a formal procedure for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud, or violations of the Company's code of conduct. The audit committee periodically reviews the effectiveness of this mechanism. The policy and mechanism have been effectively communicated throughout the Company and are available on the Company's internal HR management system as well as on the Company's website at "https:// genuspower.com/wp-content/uploads/2024/06/Whistle-Blower-Policy-and-Vigil-Mechanism.pdf".

The audit committee affirmed that no personnel have been denied access to the audit committee in FY 2023-24.

In accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015 as amended ("SEBI PIT Regulations"), the Company has adopted ‘code of conduct for regulating monitoring and reporting of trading by designated persons and their immediate relatives', ‘code of practices and procedures for fair disclosure of unpublished price sensitive information' and ‘policy for procedure of inquiry in case of leak of unpublished price sensitive information'. The aforementioned codes prohibit procuring, communicating, providing or allowing access to unpublished price sensitive information except where such communication is in furtherance of legitimate purposes performance of duties or discharge of legal obligations. The aforementioned codes/guidelines also forbid insiders from trading in securities when they have access to sensitive price information that has not yet been published and when the trading window is closed. However, an insider is entitled to formulate a trading plan for dealing in securities of the Company and submit the same to the compliance officer for approval and public disclosure. In light of the aforementioned, the Company has established an adequate and effective system of internal controls to ensure compliance with the requirements of SEBI PIT Regulations.

During the year under review, the Company has amended the code of conduct for regulating monitoring and reporting of trading by designated persons and their immediate relatives in line with the SEBI PIT Regulations.

Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the annual return of the Company as on March 31, 2024 is available on the Company's website and can be accessed at "https://genuspower.com/investor-category/ corporate-governance/".

During the year under review, Mr. Rameshwar Pareek, Mr. Dharam Chand Agarwal and Mr. Udit Agarwal, Non-Executive Independent Directors of the Company, have completed their second consecutive term as Independent Directors on the Board of the Company and ceased to be the Directors of the Company with effect from April 01, 2024. The Board of Directors has placed on record its warm appreciation of the rich contribution made by the above Directors.

Further, pursuant to the recommendation of Nomination and Remuneration Committee (the "NRC") and the Board of Directors of the Company (the "Board"), the Company has appointed Mr. Chirag Patel, Mr. Gyan Prakash and Ms. Shweta Gupta as Additional Directors and Independent Directors of the Company with effect from April 01, 2024, and they have been regularized as an independent director and non-executive director of the Company by the members of the Company through the postal ballot resolution on April 28, 2024, to hold office up to a period of five (5) years with effect from April 01, 2024 to March 31, 2029.

The members of the Company, upon the recommendation of the NRC and the Board, at its Annual General Meeting held on September 28, 2023, approved the re-appointment of Mr. Ishwar Chand Agarwal as Whole-time Director, designated as Executive Chairman of the Company, Mr. Rajendra Kumar Agarwal as Managing Director (‘MD') and Chief Executive Officer (‘CEO') of the Company, and Mr. Jitendra Kumar Agarwal as Joint Managing Director

(‘JMD') of the Company for a period of five years, on expiry of their present term of office, and they shall be liable to retire by rotation.

During the year under review, Ms. Sharmila Chavaly, who was appointed by the Board as an additional director and independent director of the Company with effect from May 01, 2023, has been regularized as an independent director and non-executive director of the Company by the members of the Company through the postal ballot resolution on July 31, 2023 to hold office up to a period of two (2) years with effect from May 01, 2023 to April 30, 2025. On the recommendation of the NRC and subject to the approval of members of the Company at ensuing AGM, the Board of Directors of the Company has approved the reappointment of Ms. Sharmila Chavaly, as independent director and non-executive director for a period of three (3) years commencing from May 01, 2025 to April 30, 2028.

Further, the first term as Independent Director of Mr. Subhash Chandra Garg was completed on November 11, 2023. Pursuant to the recommendation of the NRC and the Board, the members at its Annual general Meeting held on September 28, 2023 has re-appointed him for the second term to hold office for a period of five years with effect from November 12, 2023 to November 10, 2028.

Pursuant to the circular dated June 20, 2018, issued by the stock exchanges and the declaration received from the independent directors, being appointed/reappointed as independent directors are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and therefore, they are not disqualified to be appointed/reappointed as an independent director. Further, they are not related to any director of the Company.

In accordance with the provisions of Section 152 of the Act and the articles of association of the Company, Mr. Kailash Chandra Agarwal and Mr. Jitender Kumar Agarwal, Directors of the Company retire by rotation at the ensuing annual general meeting and they being eligible have offered themselves for reappointment. The Board recommends their reappointment. A resolution seeking members' approval for their reappointment along with other required details forms part of the Notice of the ensuing annual general meeting.

Pursuant to the provisions of Section 134(3)(d) of the Act with respect to statement on declaration given by independent directors under Section 149(6) of the Act, the Board hereby confirms that all the independent directors of the Company have given declaration that –

? ?they meet the criteria of independence as provided in Section 149(6) of the Act and in the SEBI Listing Regulations;

? ?they have registered their names in the independent directors' data bank as prescribed under the Act in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014; and

? ?they have complied with the code for independent directors prescribed in Schedule IV to the Act.

All the Directors have confirmed that they are not disqualified for being appointed as Directors pursuant to Section 164 of the Act and other applicable laws. Based on the confirmation/affirmation received from independent directors that they are not aware of any circumstances that are contrary to the declarations submitted by them, the Board acknowledged the veracity of such confirmation and recorded the same.

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the key managerial personnel (KMP) of the Company on March 31, 2024:

Mr. Rajendra Kumar Agarwal, MD & CEO

Mr. Jitendra Kumar Agarwal, JMD

Mr. Nathulal Nama, Chief Financial Officer

Mr. Ankit Jhanjhari, Company Secretary

Mr. Puran Singh Rathore, Joint Company Secretary & Compliance Officer (w. e. f. February 13, 2024)

The independent directors are given a formal letter of appointment from the Company stating their position, function, responsibilities, and obligations, and the format of which is available on the Company's website. The Company organizes familiarization programs for independent directors in accordance with Regulation 25(7) of the SEBI Listing Regulations to give them the chance to have a comprehensive grasp of their roles, rights, and obligations. Additionally, it enables independent directors to fully comprehend the business model of the company, operational processes, the nature of the sector, and other pertinent facts. The details of familiarization programs have been disclosed on the website of the Company and the web link thereto is "https://genuspower.com/wp-content/uploads/2024/05/Details-of-Familiarisation-Programmes.pdf".

The Company has a ‘Policy on Selection of Directors and Determining Directors' independence (Criteria for Board Membership)' and a ‘Policy on Remuneration of Director, Key Managerial Personnel and Senior Management Personnel', as recommended by the NRC and approved by the Board.

The aforesaid remuneration policy is in compliance with the provisions of Section 178 the Act and regulations of the SEBI Listing Regulations. The policy ensures that –

? ?the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate directors of the quality, required to run the company successfully;

? ?relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

? ?remuneration to Directors and SMP involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals; and

? ?remuneration matches the level in comparable companies, whilst also taking into consideration the required competencies, effort and scope of the Directors and SMP's work.

The policy on selection of directors sets out the guiding principles for the NRC for identifying persons, who are qualified to become directors and also to determine the independence of directors, in case of their appointment as independent directors of the Company. This policy is in line with the provisions of the Act and the SEBI Listing Regulations.

Pursuant to the provisions of Section 134(3) of the Act, the aforesaid policies are available on the website of the Company at "https://genuspower.com/investor-category/corporate-governance/". For further details relating to directors and their remuneration, please refer to the corporate governance report, which forms part of this report.

The Board has conducted an annual evaluation of its own performance, performance of directors including chairperson, managing directors and its committees in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The Board's performance was assessed after receiving feedback from all the directors on the basis of criteria such as composition, structure, effectiveness of processes information, functioning, etc. The committees' performance was assessed after receiving feedback from the committee members on the basis of criteria such as composition, terms of reference, effectiveness of committee meetings, etc. The performance evaluation of non-independent directors, board as a whole and the chairperson were evaluated at a separate meeting of the independent directors. The same was also discussed in the meeting of NRC and the Board. The performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The evaluation was conducted through a structured questionnaire prepared by the NRC separately for the board, board committees and directors including chairperson and managing directors. The aforesaid questionnaire is broadly based on the guidance note on board evaluation issued by the SEBI on January 5 2017. The questionnaire and evaluation process were also reviewed in the light of applicable provisions of the SEBI Listing Regulations and the Act.

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

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

During FY 2023-24, ten meetings of the Board were convened and held in accordance with the provisions of the Act and the details of which are given in the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

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

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

(a) in the preparation of the annual accounts for the financial year ended March 31 2024, the applicable accounting standards read with requirements set out under schedule III to the Act 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 judgments 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 Act 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.

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (firm registration no. 101049W/E300004) and M/s. Kapoor Patni & Associates, Chartered Accountants (firm registration no. 019927C), joint statutory auditors of the Company, have submitted Auditors' Reports on the financial statements (standalone and consolidated) of the Company for the financial year ended March 31, 2024, which forms a part of the Annual Report. The audit reports on standalone and consolidated financials does not contain any qualification, reservation, adverse remark or disclaimer. Information referred to in the Auditors' Reports is self-explanatory and do not call for any further comment.

In accordance with the provisions of Section 139 of the Act, M/s. Kapoor Patni & Associates, Chartered Accountants will complete their first term on the conclusion of this annual general meeting, and they are eligible for reappointment as auditors of the Company for the second term. The Board of Directors considering the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members of the Company, the reappointment of M/s. Kapoor Patni & Associates, Chartered Accountants, as joint statutory auditors for the second term of 5 (five) consecutive years, from the conclusion of this 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting from the Financial Years 2024-25 to 2028-29 at such remuneration as shall be fixed by the Board of Directors of the Company.

Further, M/s S.R. Batliboi & Associates LLP will complete their second consecutive term on the conclusion of this Annual General Meeting and in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, they shall retire as auditors of the Company on the conclusion of this Annual General Meeting.

The Board of Directors of the Company ("the Board"), considering the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members of the Company, the appointment of M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) as joint statutory auditors of the Company in place of the retiring auditors, for a term of 5 (five) consecutive years, starting from the conclusion of this 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting from the Financial Years 2024-25 to 2028-29 at such remuneration as shall be fixed by the Board of Directors of the Company.

The Company has received consent letters and eligibility certificates from M/s. M S K A & Associates, Chartered Accountants and M/s. Kapoor Patni & Associates, Chartered Accountants, confirming their willingness and eligibility for appointment as auditors of the Company. The auditors have confirmed that they are not disqualified for appointment as auditors of the Company.

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

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the Board based on the recommendation of the audit committee has appointed M/s. K. G. Goyal & Associates, Cost Accountants as cost auditor of the Company for conducting the cost audit for the financial year ended on March 31, 2025 on a remuneration as mentioned in the notice of 32^nd annual general meeting. A certificate from M/s. K. G. Goyal

& Associates, cost accountants has been received to the effect that their appointment as cost auditor of the Company, if made would be in accordance with the limits specified under Section 141 of the Act and rules framed thereunder. A resolution seeking member's ratification for the remuneration payable to the cost auditor forms part of the notice of 32^nd annual general meeting and the same is recommended for your consideration and ratification.

The cost audit report for FY 2022-23 issued by M/s. K. G. Goyal & Associates, cost auditors, was filed with the ministry of corporate affairs (MCA) on September 02, 2023 within the stipulated/extended due date.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014, the secretarial audit for FY 2023-24 has been carried out by M/s. ARMS & Associates LLP, Company Secretaries. The secretarial audit report submitted by them in the prescribed form (i.e. MR-3) is attached as ‘Annexure-E' and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the secretarial auditors in the report issued by them for FY 2023-24, which call for any explanation from the Board.

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo, stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is provided in ‘Annexure-F', which forms part of this report.

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

Since environmental, social, and governance (ESG) have become increasingly important on a worldwide scale, the Company has started incorporating it into its mission, operations and business plans. The Business Responsibility and Sustainability Report ("BRSR"), describing the initiatives taken by the Company from an environmental, social and governance perspective, is attached as ‘Annexure-G' in a specified format which forms a part of this annual report. It is also available on the Company's website www.genuspower.com.

The managing director & CEO and the chief financial officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI Listing Regulations, copy of which is annexed as ‘Annexure-H' to this report. The said annual certificate was placed before the Board at its meeting held on May 29, 2024. The managing director & CEO and the chief financial officer of the Company have also given quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the SEBI Listing Regulations.

The Directors state that during FY 2023-24 –

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

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

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

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

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

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

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

(i) in line with our commitment towards the green initiatives and going beyond it, electronic copy of the notice of 32^nd annual general meeting of the Company including the annual report for FY 2023-24 are being sent to all members, whose e-mail addresses are registered with the Company or depository participant(s) or depositories or registrar and share transfer agent of the Company.

The Directors would like to express their gratitude to the Company's members, customers, vendors, dealers, and business partners for their kind support and invaluable nourishment provided throughout the financial year under review. Additionally, the Directors would like to express their gratitude to the Government of India, the State Governments, SEBI, BSE, NSE, Bankers, Depositories, Tax Authorities, RBI, MCA, Ministry of Power, Ministry of Finance, State Electricity Boards, and Power Utilities for their unwavering cooperation. The Board looks forward to receiving their continued support. The Directors would like to widely express their gratitude for the effort, camaraderie, dedication, and support shown by the Genus family.