Genus Power Infrastructures Ltd — Proxy Solicitation & Information Statement 2026

Apr 6, 2026

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April 06, 2026

BSE Limited, (Corporate Relationship Department), P J Towers, Dalal Street, Fort, Mumbai- 400 001 BSE Code: 530343

National Stock Exchange of India Ltd., (Listing & Corporate Communications), Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051. NSE Symbol: GENUSPOWER

Dear Sir/Madam,

Sub: Notice of Postal Ballot and E-voting particulars.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Notice of Postal Ballot (“Notice”) dated February 09, 2026 seeking approval of the Members of the Company by way of remote e-voting process for the following-

Sr. No	Description of the resolutions
1.	To approve the appointment of Mr. Nathu Lal Nama (DIN: 10302325) as a Whole-time Director, designated as an Executive Director
2.	To approve revision in overall borrowing powers of the Company under Section 180(1)(c) of Companies Act, 2013
3.	To approve creation of securities/mortgage/charge on the assets of the Company under Section 180(1)(a) of Companies Act, 2013

Pursuant to various MCA and SEBI circulars, the Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members or List of Beneficiaries received from the depositories and whose email ID is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories as on Friday, March 27, 2026 (“Cut-off Date).

The Company has engaged the services of Central Depository Services (India) Limited (CDSL), for providing remote e-voting facility to all its members. In accordance with the provisions of the MCA and SEBI Circulars, Members can vote only through the remote e-voting process which commences on Wednesday, April 08, 2026 at 9.00 am (IST) and ends on Thursday, May 07, 2026 at 5:00 pm (IST).

The said Notice is available and can also be downloaded from the Company's website “www.genuspower.com”.

Kindly take the same on record.

Thanking you, For Genus Power Infrastructures Limited PURAN Digitally signed by PURAN SINGH SINGH RATHORE RATHORE Date: 2026.04.06 17:50:43 +05'30' Puran Singh Rathore (Joint Company Secretary & Compliance Officer) Encl. as above

Corporate Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022, (Raj.), India T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 E. info@genus.in • W. www.genuspower.com

Registered Office: G-123, Sector-63, Noida, Uttar Pradesh-201307 (India) T. +91-120-2581999 E. info@genus.in

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

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Genus Power Infrastructures Limited

(Registered Office: G-123, Sector-63, Noida-201307, Uttar Pradesh, India) (Tel.:+91-120-2581999)

(Email: cs@genus.in; Website: www.genuspower.com; Corporate Identification Number (CIN): L51909UP1992PLC051997) (Corporate Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022 Rajasthan, India) (Tel.: +91-141-7102400/500)

POSTAL BALLOT NOTICE

(Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Members,

Notice is hereby given that the resolutions set out below are proposed for approval by the Members of Genus Power Infrastructures Limited (“the Company”) by means of Postal Ballot, only through remote e-voting process (“e-voting”) being provided by the Company to all its Members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or reenactment(s) thereof for the time being in force and as amended from time to time).

The Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations is also attached.

The Company has appointed Mr. Sandeep Jain (Membership No. FCS 5398, CP No. 4151) and in his absence Ms. Lata Gyanmalani (Membership No. FCS 10106, CP No. 9774), partners of M/s. ARMS & Associates LLP, Practicing Company Secretaries, Jaipur as the Scrutinizer for conducting the Postal Ballot only through the remote e-voting process and for scrutinizing the votes cast therein, in a fair and transparent manner and they have conveyed their consent to act as Scrutinizer. The Scrutinizer's decision on the scrutiny of votes shall be final.

The Company has engaged the services of Central Depository Services (India) Limited (CDSL) as the agency to provide e-voting facility.

Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting:	Wednesday, April 08, 2026 at 9.00 a.m. (IST)
End of e-voting:	Thursday, May 07, 2026 at 5:00 p.m. (IST)

The Scrutinizer will submit his report to the Chairman or in his absence, any other person authorised by him, after completion of scrutiny of the votes. The results of the voting by Postal Ballot (through e-voting process) along with the Scrutinizer’s report will be announced by the Chairman of the Company or any other person authorized by him, within two working days of conclusion of e-voting and will be displayed on the Company’s website at www.genuspower.com and the website of CDSL at www.evotingindia.com. The results will simultaneously be communicated to the Stock Exchanges, where the equity shares of the Company are listed (i.e. NSE and BSE), National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) (together the “Depositories”) and will also be displayed at the registered office of the Company.

Postal Ballot Notice (1) Genus Power Infrastructures Limited

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SPECIAL BUSINESS

Item No. 1:

1. To approve the appointment of Mr. Nathu Lal Nama (DIN: 10302325) as a Whole-time Director, designated as an Executive Director

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded for appointment of Mr. Nathu Lal Nama (DIN: 10302325), who was appointed as an Additional Director of the Company by the Board of Directors with effect from February 09, 2026 and holds office upto the date of next General Meeting or for a period of three months from the date of appointment, whichever is earlier, and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, proposing his candidature for the office of a Director, as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of Section 196,197, 198 and 203 read with Schedule V and all other applicable provisions of the Act and the Rules made thereunder and the applicable provisions of Listing Regulations [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded for appointment of Mr. Nathu Lal Nama (DIN: 10302325) as a Whole-time Director of the Company (designated as Executive Director, liable to retire by rotation, to hold office for a term of 2 (Two) consecutive years i.e. from February 09, 2026 to February 08, 2028, on the terms and conditions including those relating to remuneration as set out in the Explanatory Statement annexed to this Notice.

RESOLVED FURTHER THAT Mr. Nathu Lal Nama will continue to act as Chief Financial Officer of the Company.

RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board, be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto including but not limited to delegating all or any of its powers herein conferred to any Director(s)/officials of the Company to give effect to the aforesaid resolutions.”

2. To approve revision in overall borrowing powers of the Company under Section 180(1)(c) of Companies Act, 2013

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT in supersession of all earlier resolutions passed in this regard and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 [including any statutory modification(s) or re-enactment thereof for the time being in force] and the Articles of Association of the Company, the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee thereof) for borrowing, from time to time, any sum or sums of monies which together with the monies already borrowed by

Postal Ballot Notice (2) Genus Power Infrastructures Limited

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the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid up capital of the Company and its free reserves and securities premium provided that the total amount so borrowed by the Board shall not at any time exceed Rs. 6,000 crore (Rupees Six Thousand Crore only) or the aggregate of the paid up capital and free reserves of the Company, whichever is higher.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and are hereby authorized to finalize the terms and conditions of all such borrowings from time to time as it may deem fit and to sign and execute all such deeds, contracts, instruments, agreements and any other documents as may be required and to do all such acts, deeds, matters, things as may be deemed necessary, expedient and incidental thereto and to settle any questions, difficulties or doubts that may arise and to delegate all or any of its powers herein conferred by this resolution to any Committee of Directors and/or Directors and/or Officers of the Company.”

3. To approve creation of securities/mortgage/charge on the assets of the Company under Section 180(1)(a) of Companies Act, 2013

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT in supersession of all earlier resolutions passed in this regard and pursuant to the provisions of Section 180(1)(a) and other applicable provisions of the Companies Act, 2013 [including any statutory modification(s) or re-enactment thereof for the time being in force] and the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee thereof), to mortgage, pledge, create charges or hypothecation and to provide securities as may be necessary on all movable and/or immovable properties wherever situated both present and future on such terms and conditions at such time(s) and in such form and manner, and with such ranking as to priority as the Board and/or any Committee thereof, in its absolute discretion thinks fit, in favour of any Bank(s) or Financial Institution(s) or any other Lender(s), Agent(s) and Trustee(s) whether shareholder of the Company or not, to secure borrowing availed or to be availed by the Company or subsidiary(ies) or associate(s) of the Company, whether by way of debentures, loans, credit facilities, debts, financial obligations or any other securities or otherwise, in foreign currency or in Indian rupees, within the overall limits of the borrowing powers of the Board as determined from time to time by Members of the Company, pursuant to Section 180(1)(c) of the Companies Act, 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorized to finalize, with the Bank(s) or Financial Institution(s) or any other Lender(s), Agent(s) and Trustee(s), all such deeds, contracts, instruments, agreements and any other documents for creating the aforesaid mortgages, pledge, charges and /or hypothecations and to accept any modifications thereto, or to modify, alter or vary, the terms and conditions of the existing deeds, contracts, instruments, agreements documents and to do all such acts, deeds, matters, things as may be deemed necessary, expedient and incidental thereto and to settle any questions, difficulties or doubts that may arise and to delegate all or any of its powers herein conferred by this resolution to any Committee of Directors and/ or Directors and/or officers of the Company.”

Postal Ballot Notice (3) Genus Power Infrastructures Limited

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By Order of the Board of Directors of

Genus Power Infrastructures Limited

Puran Singh Rathore Joint Company Secretary & Compliance Officer ICSI M. No.: A25543 Jaipur, February 09, 2026

Registered Office:

G-123, Sector-63, Noida-201307, Uttar Pradesh, India Tel.: 91-120-2581999; Email: cs@genus.in; Website: www.genuspower.com CIN: L51909UP1992PLC051997

NOTES:

1. A Statement, pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations, is appended hereto and the same should be taken as part of the Notice.

2. In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice to the Members in electronic form only. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting only.

3. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear on the Register of Members / List of Beneficial Owners as at the close of business hours on Friday, March 27, 2026 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / RTA / DPs / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to Members for this Postal Ballot. Any person who is not a Member as on the Cut-Off Date or becomes a Member after the Cut-Off Date should treat this Postal Ballot Notice for information purposes only.

4. This Postal Ballot Notice will also be available on the Company’s website at ‘www.genuspower.com’, the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at ‘www.bseindia.com’ and ‘www.nseindia.com’, respectively and on the website of CDSL at ‘www.evotingindia.com’.

5. The resolutions, if approved by the requisite majority, shall be deemed to have been passed on the last date of e-voting i.e. Thursday, May 07, 2026.

6. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of e-voting. Members seeking to inspect such documents can send an email to ‘cs@genus.in’.

7. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address:

8. (i) Members, holding shares in electronic form/mode and have not registered their email address, are requested to register the same with the DPs where they maintain their demat accounts which is mandatory while e-Voting; and

9. (ii) Members, holding shares in physical mode and have not registered/updated their e-mail address with the Company, are requested to register/update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.genuspower.com) duly filled and signed along with requisite supporting

Postal Ballot Notice (4) Genus Power Infrastructures Limited

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documents to the Company’s RTA at M/s. Niche Technologies Private Limited at 3A, Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata-700017; website: ‘www.nichetechpl.com’. In case of any queries, for registering email address, Members may write to ‘nichetechpl@nichetechpl.com’ and ‘cs@genus.in’.

1. Non-resident Indian shareholders are requested to immediately inform their depository participant (in case shares are held in demat/electronic form) or the Company’s RTA (in case shares are held in physical form), as the case may be, about:

2. (i) the change in the residential status on return to India for permanent settlement.

3. (ii) the particulars of the NRE account with a bank in India, if not furnished earlier.

4. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, permanent account number (PAN), nominations, power of attorney, bank details (such as name of the bank and branch details, bank account number, MICR code, IFSC code), etc., to their DPs, in case the shares are held in electronic form, and to the Company’s Registrar and Share Transfer Agent (i.e. M/s. Niche Technologies Private Limited, Kolkata) (“RTA”), through Form ISR-1/ISR-2, as applicable, along with necessary supporting documents, in case the shares are held in physical form. Further, Members may note that SEBI has mandated the submission of PAN by every participant in the securities market.

5. As per the provisions of Section 72 of the Act, the facility for making nominations is available for the Members in respect of the shares held by them. Members, who have not yet registered their nomination, are requested to register the same by submitting Form No.SH-13. If a Member desires to cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form No. SH-14. If a Member desires to opt out from the nomination facility, then he/she may submit the same in Form No. ISR-3. The said forms can be downloaded from the Company’s website at https://genuspower.com/investor-category/investorinformation/. Members are requested to submit these details to their DP, in case the shares are held by them in electronic form, and to the Company’s RTA, in case the shares are held in physical form.

6. Shareholders of physical securities are requested to take note of the same and furnish their KYC details at the earliest to the Company’s RTA. The relevant forms for update of KYC are available on the websites of the Company at ‘www.genuspower.com’ and the Company’s RTA at ‘www.nichetechpl.com’. The Company, through the RTA, has sent individual letters, along with the relevant forms to the shareholders of physical securities with incomplete KYC details, requesting them to furnish/update their KYC details at the earliest. The details of various forms for updating KYC details for shareholders holding physical shares, for your reference, are as follows:

7. Form ISR-1 - Request for Registering PAN, KYC Details or Changes/Updation thereof

8. Form ISR-2 - Confirmation of Signature of securities holder by the Banker

9. Form ISR-3 - Declaration Form for Opting-out of Nomination

10. Form SH-13 - Registration of Nomination

11. Form SH-14 - Cancellation or Variation of Nomination

12. Members, holding shares in electronic form, are requested to submit the details to their respective DPs only and not to the Company.

13. As per Regulation 40 of the Listing Regulations, securities of listed companies can be transferred, transmitted and transposed only in dematerialised form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialised form. Members can contact the Company or Company’s RTA for assistance in this regard. Members may also visit the Company’s website at ‘https://genuspower.com/investor-category/investor-information/’.

Postal Ballot Notice (5) Genus Power Infrastructures Limited

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1. The SEBI has mandated that all listed entities shall issue the securities in dematerialised form only while processing service requests relating to issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation of securities certificates/folios, and transmission.

Members will have to submit duly filled up Form ISR-4 for the above-mentioned requests and surrender their original securities certificate(s) for processing of service requests to the Company’s RTA. The Company’s RTA shall thereafter issue a ‘Letter of Confirmation’ / ‘Entitlement Letter’ in lieu of physical securities certificate(s), to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any. The ‘Letter of Confirmation’ / ‘Entitlement Letter’ shall be valid for a period of 120 days from the date of its issuance, within which the securities holder/claimant shall make a request to the DP for dematerialising the said securities. Form ISR-4 is available on the website of the Company and its RTA.

1. The Company has designated a separate email ID of the grievance redressal division / compliance officer i.e. ‘cs@genus.in’, exclusively for the purpose of registering complaints by investors.

2. Procedures for e-voting are as follows:

3. (I) Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations read with relevant SEBI Circulars, MCA Circulars, SS-2 and any amendments thereto, the Company is providing e-voting facility to its Members to exercise their right to vote on the proposed resolutions by electronic means. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-voting agency. The facility of casting votes by a Member using remote e-voting will be provided by CDSL.

4. (II) The instructions for Members for remote e-voting are as under:

   • (i) The e-voting period begins on Wednesday, April, 08, 2026 at 9.00 am (IST) and ends on Thursday, May 07, 2026 at 5:00 pm (IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-Off Date (record date) of Friday, March 27, 2026 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the said Cut-Off Date.

   • (ii) Once the vote on the resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

Step 1: Access through Depositories (CDSL/NSDL) e-Voting system in case of individual shareholders holding shares in demat mode.

• (iii) In terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e- voting facility, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with depositories and depository participants. Members

Postal Ballot Notice (6) Genus Power Infrastructures Limited

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are advised to update their mobile number and email-id in their demat accounts in order to access e-voting facility.

Pursuant to aforesaid SEBI Circular, the login method for e-voting for individual shareholders holding securities in demat mode (CDSL/NSDL) is given below:

Type of shareholders	Login method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website at www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting, if any & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL at website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal

Postal Ballot Notice (7) Genus Power Infrastructures Limited

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Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e- Voting period.

Individual Shareholders (holding securities in demat mode) login through theirDepository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members, who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 210 9911
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 1800 - 102 0990

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form:

• (1) The shareholders should log on to the e-voting website www.evotingindia.com.

• (2) Click on “Shareholders” module.

• (3) Now enter your User ID

  • a) For CDSL: 16 digits beneficiary ID,

  • b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c) Shareholders holding shares in physical form should enter folio number registered with the company.

Postal Ballot Notice (8) Genus Power Infrastructures Limited

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• (4) Next enter the Image Verification as displayed and Click on Login.

• (5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• (6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the Member id / folio number in the Dividend Bank details field.

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN for the relevant on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvi) Additional Facility for Non – Individual Shareholders and Custodians – For Remote e-Voting only:

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to ‘www.evotingindia.com’ and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to ‘helpdesk.evoting@cdslindia.com’.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, non-individual shareholders are required mandatory to send the relevant board resolution/ authority letter etc. together with attested specimen signature of the duly authorized signatory, who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; ‘cssandeep@armsandassociates.com’ and ‘cs@genus.in’, respectively, if they have voted from individual tab and not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS, WHOSE EMAIL / MOBILE NUMBER ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES

• For Physical shareholders - Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to Company/RTA email id.

• For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

• For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository, if any.

• (III) Contact details of the person responsible to address the queries/grievances connected with the voting by Postal Ballot including voting by electronic means, if any:

• If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to ‘helpdesk.evoting@cdslindia.com’ or contact at toll free no. 1800 210 9911.

• All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor,

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• Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to ‘helpdesk.evoting@cdslindia.com’ or call at toll free no. 1800 22 55 33.

• The Company Secretary/Joint Company Secretary, Genus Power Infrastructures Limited, SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022, Rajasthan; Tel. 0141-7102400/500; E-mail: cs@genus.in.

By Order of the Board of Directors of Genus Power Infrastructures Limited

Puran Singh Rathore

Joint Company Secretary & Compliance Officer ICSI M. No.: A25543 Jaipur, February 09, 2026

Registered Office:

G-123, Sector-63, Noida-201307, Uttar Pradesh, India Tel.: 91-120-2581999; Email: cs@genus.in; Website: www.genuspower.com; CIN: L51909UP1992PLC051997

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EXPLANATORY STATEMENT

[Pursuant to Section 102(1) of the Companies Act, 2013 (“Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

Item No. 1

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors (the Board) had, at its meeting held on February 09, 2026, approved the appointment of Mr. Nathu Lal Nama (DIN: 10302325): (a) As an Additional Director of the Company with effect from February 09, 2026 up to the date of the next Annual General Meeting of the Company or the last date on which the Annual General Meeting should have been held or three months from the date of appointment, whichever is earlier (b) As Whole-time Director (designated as Executive Director) for a term of 2 (Two) consecutive years effective February 09, 2026. Further, he shall continue to serve as Chief Financial Officer of the Company pursuant to Section 203 of the Companies Act, 2013. Accordingly, approval of the Shareholders is being sought on the terms, conditions and stipulations for the appointment of Mr. Nathu Lal Nama as a Whole-time Director of the Company and the remuneration payable to him.

Mr. Nathu Lal Nama (N. L. Nama), aged 61 years, is a qualified Chartered Accountant by profession and has professional experience of around four decades in the manufacturing industries of textiles, polymers, and engineering.

Mr. N L Nama has a long-standing association with the Company. He has been associated with the Company since July, 2008 and has been serving as its Chief Financial Officer (CFO) since May, 2018. During his tenure, he has played a key role in the Company’s financial management, budgeting, strategic planning, acquisitions, mergers, demergers, and operational decision-making, and has developed an in-depth understanding of the Company’s business operations, commercials, systems, and governance framework. He is actively involved in overseeing the banking arrangements and funding requirements of the Company and its special purpose vehicles (SPVs) in relation to the Company’s business and projects undertaken under the Revamped Distribution Sector Scheme (RDSS). Mr. N. L. Nama has demonstrated strong expertise in managing the Company’s funds and credit facilities, along with effective negotiation skills in financial and banking matters. He also serves as a director in various subsidiaries and SPVs and is a Member of the Risk Management Committee.

Earlier, Mr. N. L. Nama was associated with the Modern Group, which belongs to the textile and polymer businesses. He served in various top and key-level positions at the Modern Group, where he headed finance, accounts, and monitoring functions for the group’s textile industries.

Brief details/profile of the Director proposed to be appointed through Postal Ballot is provided in Annexure A to this Notice.

The Company has received notice under Section 160 of the Act proposing Mr. Nathu Lal Nama’s candidature as a Director of the Company. Mr. Nama is not disqualified from being appointed as a Director under Section 164(2) of the Act and is not debarred from holding the office of director by virtue of any order of SEBI or any other authority. He has furnished all necessary declarations and confirmations, including his consent to be appointed to the Board of the Company. The brief details about the proposed appointment & remuneration of Mr. Nathu Lal Nama are given herein:

a) Salary: Rs. 80.33 lacs per annum

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• b) Allowances & Perquisites: In addition to fixed remuneration stated above, Mr. Nathu Lal Nama shall be entitled to allowances and perquisites as per the policies of the Company and within the overall limits prescribed under Schedule V of the Companies Act, 2013 and applicable rules made thereunder.

The Board and/or the Nomination and Remuneration Committee of the Company is authorised to determine the increments, if any, in due course as per the applicable Rules/Regulation/policies of the Company.

The requisite details and information pursuant to Regulation 36(3) of the Listing Regulations, the Act and the Secretarial Standards, as on the date of Notice, at the end of this Notice. Mr. Nathu Lal Nama, being the appointee, is interested in the proposed resolution. Further, his relatives are also deemed to be interested in the resolution, to the extent of their shareholding in the Company, if any.

Save and except the above, none of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution.

The Board, based on the recommendation of the Nomination and Remuneration Committee considers the appointment of Mr. Nathu Lal Nama in the interest of the Company and recommends the Ordinary Resolution as set out in item no. 1 of the Notice for approval of shareholders.

Item No. 2 and 3

Pursuant to the provisions of Section 180(1)(c) of the Act, the Board has the powers to borrow money, where the money to be borrowed, together the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) exceeds aggregate of the paid-up share capital, free reserves and securities premium of the Company, with the consent of the Members of the Company by way of special resolution. Further, pursuant to the provisions of Section 180(1)(a) of the Act, the Board has the powers to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company with the consent of the Members of the Company by way of a special resolution.

The Members of the Company had accorded their consent on April 28, 2024 to the Board of Directors of the Company (“Board”) for borrowing monies (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) up to Rs. 5,000 crore under Section 180(1)(c) of the Companies Act, 2013 (“the Act”). The Members of the Company had also accorded their consent on April 28, 2024 to the Board to create charge on properties or assets of the Company to secure borrowings within the overall borrowing limits fixed pursuant to Section 180(1)(c) of the Act.

In view of the increase in business activities and to seize the available business opportunities under CAPEXOPEXTOTEX base BOOT Model in the Power Distribution Section, it is proposed to increase in the borrowing limit from Rs. 5000 crore to Rs. 6,000 crore pursuant to Section 180 (1)(c) of the Act and accordingly, increase the limit for creation of charge to secure borrowings within the overall borrowing limits fixed pursuant to Section 180(1)(c) of the Act, subject to the approval of the Members of the Company.

In order to secure the borrowings, the Company may be required to create security by way of mortgage/ charge/hypothecation on its assets and properties, both present and future. The terms of such security may include a right in certain events of default, to take over control of the said assets and properties of the Company. Since creation of charge on properties and assets of the Company with the right of taking over the control in certain events of default may be considered to be a sale/lease/disposal of the Company’s undertaking within the

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meaning of Section 180(1)(a) of the Act, it is proposed to seek approval of the Members of the Company for increasing the existing limits to Rs. 6,000 crore.

Accordingly, the approval of the Members of the Company is sought for increase in the borrowing limits and to secure such borrowings by the creation of charge on assets/properties of the Company up to Rs. 6,000 crore as stated in the resolutions.

The Board recommends the respective resolutions as set out in item no. 2 and 3 of the Notice for the approval of the Members as Special Resolution(s).

None of the directors, key managerial personnel or any of their respective relatives is in any way, concerned or interested, whether financially or otherwise, in the proposed resolution(s).

By Order of the Board of Directors of Genus Power Infrastructures Limited

Puran Singh Rathore Joint Company Secretary & Compliance Officer ICSI M. No.: A25543 Jaipur, February 09, 2026

Registered Office:

G-123, Sector-63, Noida-201307, Uttar Pradesh, India Tel.: 91-120-2581999; Email: cs@genus.in; Website: www.genuspower.com; CIN: L51909UP1992PLC051997

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Annexure-A to the Notice dated February 09, 2026 of the Postal Ballot.

Details/brief profile of directors seeking appointment pursuant to Regulation 36(3) of the Listing Regulations and SS-2, through Postal Ballot are as follows:

Name of Director	Mr. Nathu Lal Nama(Mr. N. L. Nama)
DIN &(Age in Years)	10302325(61 Years)
Board Position	Whole-time Director(Executive Director)
Qualifications	Chartered Accountant
Experience (including expertise in specific functional area)/Brief Resume	Mr. N L Nama has a long-standing association with the Company. He has been associated with the Company since July, 2008 and has been serving as its Chief Financial Officer (CFO) since May, 2018. During his tenure, he has played a key role in the Company’s financial management, budgeting, strategic planning, acquisitions, mergers, demergers, and operational decision-making, and has developed an in-depth understanding of the Company’s business operations, commercials, systems, and governance framework. He is actively involved in overseeing the banking arrangements and funding requirements of the Company and its special purpose vehicles (SPVs) in relation to the Company’s business and projects undertaken under the Revamped Distribution Sector Scheme (RDSS). Mr. N. L. Nama has demonstrated strong expertise in managing the Company’s funds and credit facilities, along with effective negotiation skills in financial and banking matters. He also serves as a director in various subsidiaries and SPVs and is a Member of the Risk Management Committee. Earlier, Mr. N. L. Nama was associated with the Modern Group, which belongs to the textile and polymer businesses. He served in various top and key-level positions at the Modern Group, where he headed finance, accounts,and monitoringfunctions for thegroup’s textile industries.
Terms and Conditions of Appointment/Reappointment	Appointed as a Whole-time Director for a period of 2 (Two) years, with effect from February 09, 2026 up to February08,2028
Remuneration last drawn during FY 2024-25 (including sitting fees and commission,if any)	Remuneration drawn as Chief Financial Officer: Rs. 64.26 lakhs (excluding ESOPs).
Remuneration proposed to bepaid(Rs.)	Rs. 80.33 lakhs per annum plus allowances and perquisites as per Company policy.
Date of first appointment on the Board	09.02.2026
Shareholdingin the Company	37,097
Relationship with other Directors/Key Managerial Personnel	None
Number of meetings of the Board attended duringtheyear(FY 2024-25)	NA (Appointed as Additional Director / Whole Time Director w.e.f. February 09, 2026).
Directorships of other Boards	Hi-Print Investment Private Limited Hi-Print Energy Solutions Private Limited Genus Power Solutions Private Limited Hi-Print Metering Solutions Private Limited Genus Alfa Smart Metering Private Limited Genus Smart Technology Private Limited Durg Rajnandgaon Jagdalpur Smart Metering Private Limited Genus Smart Metering Private Limited Genus Advance Metering Private Limited Genus Metering Infra Private Limited Genus Smart Energy Private Limited Maharashtra Akola Amravati Smart Metering Private Limited
Membership / Chairmanship of Committees	Genus Power Infrastructures Limited:  Risk Management Committee (Member)

Postal Ballot Notice (15) Genus Power Infrastructures Limited