Notes to Accounts of Genus Power Infrastructures Ltd.

Mar 31, 2025

v) Contingent Liability and contingent assets

A contingent liability is possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence
of one or more uncertain future events beyond
the control of Company or a present obligation
that is not recognised because it is not probable
that an outflow of resources embodying economic
benefits will be required to settle the obligation.
A contingent liability also arises in extremely
rare cases where there is a liability that cannot
be recognised because it cannot be measured
reliably. The Company does not recognise the
contingent liability but discloses its existence in
the standalone financial statements.

A contingent asset is a possible asset that arises
from past events and whose existence will
be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future
events not wholly within the control of the entity.
The Company does not recognise the contingent
assets since this may result in the recognition of
income that may never be realised but discloses its
existence in the standalone financial statements.
Where an inflow of economic benefits are
probable, the Company disclose a brief description
of the nature of contingent assets at the end of the
reporting period. However, when the realisation of
income is virtually certain, then the related asset is
not a contingent asset and the Company recognise
such assets.

Contingent liabilities and Contingent assets are
reviewed at each Balance Sheet date.

w) CSR expenditure

The Company charge its CSR expenditure incurred
during the year to the statement of profit and loss.

x) Significant accounting judgements, estimates
and assumptions

The preparation of standalone financial statements
as per lnd AS requires management to make
judgements, estimates and assumptions in the
application of accounting policies that affect the
reported amounts of assets, liabilities, income
and expenses. Although these estimates are
based on the management''s best knowledge of
current events and actions, uncertainty about
these assumptions and estimates could result in
the outcomes requiring a material adjustment
to the carrying amounts of assets or liabilities in
future periods.

Revenue from contracts with customers

The Company applied the following judgements
that significantly affect the determination of the
amount and timing of revenue from contracts
with customers:

Identifying performance obligations in AMISP
Contract

The Company determined that both the (a) the
supply, installation, integration, testing, and
commissioning of the AMI system, and (b) the
operation, maintenance, and support services
post-installation are capable of being distinct.
The fact that the customer can benefit from both
products on their own and the promises to transfer
the equipment and to provide installation are
distinct within the context of the contract.

Consequently, the Company allocated a portion
of the transaction price to both performance
obligations based on relative stand-alone
selling prices.

Consideration of significant financing component
in a contract

Under the AMISP Contract, the payment for the
supply and installation of meters is to be received
over a period of 93 months. The Company
concluded that there is a significant financing
component to this contract, considering the length
of time between the customer''s payment and the

transfer of the performance obligation for the
supply and installation of meters to the customer,
as well as the prevailing market interest rates.

I n determining the interest to be applied to the
amount of consideration, the Company concluded
that the interest rate implicit in the contract (i.e.,
the interest rate that discounts the cash selling
price of the equipment to the amount received
in installments) is appropriate because this rate
is commensurate with the rate that would be
reflected in a separate financing transaction
between the entity and its customer at the
inception of the contract.

Defined benefit plans

The cost of the defined benefit plan and other
postemployment benefits and the present value
of such obligation are determined using actuarial
valuations. An actuarial valuation involves making
various assumptions that may differ from actual
developments in the future. These include the
determination of the discount rate, future salary
increases, mortality rates and future pension
increases. Due to the complexities involved in
the valuation and its long-term nature, a defined
benefit obligation is sensitive to changes in these
assumptions. All assumptions are reviewed at each
reporting date.

Measurement of credit impairment

The measurement of impaired credit for trade
receivables is ascertained using the expected
credit loss model (ECL) approach. Appropriate
measurement for expected credit loss has been
made and provided for in financial statements. The
Company has also a made detailed assessment
of the recoverability and carrying value of trade
receivables. Based on current indicators of future
economic conditions, the Company expects to
recover the carrying amount of these assets.
The Company will continue to closely monitor
any material changes arising of future economic
conditions and impact on its collectability.

2.3 Change in accounting policies and disclosures

The Ministry of Corporate Affairs has notified
Companies (Indian Accounting Standards)
Amendment Rules, 2023 dated March 31, 2023 to
amend the following Ind AS which are effective
for annual periods beginning on or after April 1,
2023. The Company applied for the first-time
these amendments.

Disclosure of Accounting Policies - Amendments
to Ind AS 1

The amendments aim to help entities provide
accounting policy disclosures that are more
useful by replacing the requirement for entities
to disclose their ''significant'' accounting policies
with a requirement to disclose their ''material''
accounting policies and adding guidance on how
entities apply the concept of materiality in making
decisions about accounting policy disclosures.
The amendments have had an impact on the
Company''s disclosures of accounting policies,
but not on the measurement, recognition or
presentation of any items in the Company''s
standalone financial statements.

Definition of Accounting Estimates - Amendments
to Ind AS 8

The amendments clarify the distinction between
changes in accounting estimates and changes
in accounting policies and the correction of
errors. It has also been clarified how entities
use measurement techniques and inputs to
develop accounting estimates. The amendments
had no impact on the Company''s standalone
financial statements.

Deferred Tax related to Assets and Liabilities
arising from a Single Transaction - Amendments to
Ind AS 12

The amendments narrow the scope of the initial
recognition exception under Ind AS 12, so that it no
longer applies to transactions that give rise to equal

taxable and deductible temporary differences such
as leases. The company previously recognised for
deferred tax on leases on a net basis. As a result of
these amendments, the Company has recognised a
separate deferred tax asset in relation to its lease
liabilities and a deferred tax liability in relation to its
right-of-use assets. Since, these balances qualify
for offset as per the requirements of paragraph
74 of Ind AS 12, there is no impact in the balance
sheet. There was also no impact on the opening
retained earnings as at April 01, 2022.

2.4 Recent Accounting Developments

Ministry of Corporate Affairs (“MCA”) notifies
new standards or amendments to the existing
standards under Companies (Indian Accounting
Standards) Rules as issued from time to time.
During the year ended March 31, 2025, MCA has
notified Ind AS 117 - Insurance Contracts and
amendments to Ind As 116 - Leases, relating to
sale and lease back transactions, applicable from
April 1, 2024. The Company has assessed that there
is no significant impact on its financial statements.
On May 9, 2025, MCA notifies the amendments to
Ind AS 21 - Effects of Changes in Foreign Exchange
Rates. These amendments aim to provide clearer
guidance on assessing currency exchangeability
and estimating exchange rates when currencies
are not readily exchangeable. The amendments are
effective for annual periods beginning on or after
April 1, 2025. The Company is currently assessing
the probable impact of these amendments on its
financial statements.

Notes:

1 The term loan of H3,104.80 lakhs (March 31, 2024: H2898.08 lakhs) from State Bank of India is secured
by a) Exclusive 1^st charge on Plant & Machinery & Misc. Fixed assets purchased / to be purchased out
of Fresh Term Loan, b) Exclusive 1^st charge by Equitable Mortgage on Factory Land & Building situated
at Plot no. 104, Brahmaputra Industrial Park, Amingaon, village - Silalndurighopa, District - Kamrup (R),
Assam and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand
Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. Interest to be charged @ 1.00%
p.a. above 6 Months MCLR. The loan is repayable in 20 quarterly installments starting from June 2024.

2 The term loan of H NIL (March 31, 2024: H 5,500 lakhs) from TATA Capital is secured by the pledge of
unencumbered shares (free from any charge, lien, pledge, lock up or any other form of encumbrance)
of the Genus Shareholders Trust held by the Borrower / Guarantor / Security provider to maintain the
security cover equal to 2.50 times during the tenure of the Loan. Interest is chargeable @ 10.35% p.a.
The Principal - Bullet repayment at the end of 36 months from the date of disbursal. Loan is fully repaid
during the year.

3 The term loan of H 5,000.00 lakhs (March 31, 2024: H NIL) from ICICI Bank is secured by the pledge of
unencumbered shares (free from any charge, lien, pledge, lock up or any other form of encumbrance)
of the Genus Shareholders Trust held by the Borrower / Guarantor / Security provider to maintain the
security cover equal to 2.25 times during the tenure of the Loan. Interest is chargeable @ 1% per year
MCLR. The Principal amount of the facility shall be repaid in 10 quarterly instalments after the expiry
of a moratorium of 2 quarters, with the first instalments falling due at the end of 9^th month from the
date of first disbursement of the facility. Last date of repayment will be 36 months from the date of
first disbursement.

4 The External Commercial Borrowing (ECB) of H 41,350.81 lakhs (March 31, 2024: NIL) from US Development
Finance Corporation is secured by first ranking exclusive charge over the assets including receivables
pertaining to South Bihar AMISP contract, the security is registered in the name of Catalyst Trusteeship
Limited as per the agreement with party. Interest is chargeable @ 1.25% above the SOFR rate. The loan
is repayable in 27 quarterly instalments starting from August 15, 2025.

5 The term loan of H442.08 lakhs (March 31, 2024: H Nil) from HDFC Bank obtained for the purpose of
capital expenditure on Assam unit project is secured by Exclusive charge on Plant and Machinery created
out of TL and Entire plant and machinery of "Smart Electricity Energy Meters at Unit-2, Plot No.104,
Brahmaputra Industrial Park, Amingaon, Village: SILA INDURIGHOPA, District : Kamrup (R) ASSAM"
and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal,
Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. Interest to be charged @ 8.90% p.a linked
to 3month T Bill.The loan is repayable in 48 monthly installments starting from first disbursement.

6 Vehicle loans from banks and non-banking financial companies are secured by way of hypothecation
of the vehicles financed by them under the finance scheme. The interest rate ranges between 7.25% -
9.60% p.a.

7 Cash credit and suppliers credit of H 49,864.99 lakhs (March 31, 2024: H 26,474.76 lakhs) of the Company
under consortium arrangement from Bank of Baroda, Indian Bank, State Bank of India, IDBI Bank Ltd,
YES Bank Limited, Axis Bank Limited, HDFC Bank Limited, Punjab National Bank, ICICI Bank and UCO
Bank, is secured by way of first pari-passu charge on entire current assets of the Company both present
and future and collateral security by way of 1^st Pari-passu charges on the movable fixed assets of
the Company and equitable mortgage of properties on 1^st Pari-Passu charge basis Factory Land &
Building situated at SPL-3A & SPL-2A, Sitapura, Jaipur (Rajasthan), Plot No.12, Sector-4, IIE Haridwar
(Uttarakhand), Plot No 09 & Plot No 10 situated at Sector -2, IIE, SIDCUL, BHEL, Haridwar and SP1-2317,
Ramchandrapura Industrial Area (Sitapura Extension) Jaipur and further secured by personal guarantees
of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal.

8 Cash credit and working capital demand loan of H 5,107.78 lakhs (March 31, 2024: H 6,638.85 lakhs) from
The Federal Bank Limited is secured by pledge/assignment on debt mutual funds & bonds. Interest is
chargeable @ 1.75% p.a above the repo rate.

9 Working capital demand loan of H 7,845.00 lakhs (March 31, 2024: H Nil) from The Federal Bank Limited
is secured by the pledge of unencumbered shares (free from any charge, lien, pledge, lock up or any
other form of encumbrance) of the Genus Shareholders Trust held by the Borrower / Guarantor/ Security
provider to maintain the security cover equal to 2.40 times during the tenure of the Loan. Interest is
chargeable @2.45% p.a. above the repo rate.

10 Bills discounting of H 616.90 lakhs (March 31, 2024: H 2,113.19 lakhs) of the Company are secured by inland
documentary bills covering dispatches of goods under prime Bank''s Letter of credit supported by related
documents. The rate of interest is the respective period MCLR and generally in the range between 7.00%
to 8.00% p.a.

11 FDOD facility for H Nil (March 31, 2024: H 1,840.00 lakhs) of the Company secured by Fixed Deposit. The
rate of interest is 0.50% p.a. above the FDR rate.

12 Other facilities for H 22,407.94 lakhs (March 31, 2024: H 12,806.73 lakhs) of the Company availed towards
financing payables of creditors. The rate of interest is the respective period MCLR and generally in the
range between 6.35% to 8.00% p.a.

Information about the Company’s performance obligations are summarised below:

Revenue from Service Concession Arrangement

The performance obligation is satisfied upon supply, installation, commissioning and operationalisation of
the meters over a period of time. There is a significant financing component for these contracts where the
customer has granted mobilization advance and also on account of timing difference in revenue recognition
and payment terms.

Revenue from sale of goods

Revenue from sale of goods is recognised at a point in time. The performance obligation is completed when
control of the asset is transferred to the customer, generally on delivery of the goods. In case of contracts
which also require installation of such meters, the performance obligation is completely satisfied upon
completion of installation. The Company considers whether there are other promises in the contract that
are separate performance obligation to which a portion of the transaction price needs to be allocated.

Revenue from Construction contracts

Revenue from construction contracts is recognised over a period of time using percentage of completion
method. The percentage of completion is determined by the proportion that contract costs incurred for
work performed up to the reporting date bear to the estimated total contract costs.

Revenue from rendering of services

The performance obligation is satisfied over-time and payment is generally due upon completion of
installation, operation & maintenance services and acknowledgement of the customer.

35 Share based payments

Employee Stock Option Scheme “ESOS-2012”

The Company instituted an Employee Stock Option Plan “ESOS-2012” as per the special resolution passed
in a General Meeting held on December 29, 2012. This scheme has been formulated in accordance with the
Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 and is in compliance with Securities Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014.

The Company has reserved issuance of 19,45,000 (March 31, 2024: 19,45,000) equity shares of face value
of H 1 each for offering to eligible employees of the Company under Employees Stock Option Scheme-2012
(ESOS-2012). During the year ended March 31, 2024, equity pool of 30,00,000 (Thirty lakhs) equity shares
were transferred from ESOS-2012 to Employees Stock Appreciation Rights Plan 2019 and the maximum
vesting period was increased from 6 years to 10 years, pursuant to the Shareholders approval Dated February
08, 2024. In the earlier years, the Company has granted 68,82,065 options which includes 18,15,600 options
at a price of H 7 per option (adjusted for shares issued pursuant to scheme of arrangement), 582,000 options
at a price of H 6 per option (adjusted for shares issued pursuant to scheme of arrangement), 4,42,700 options
at a price of H 27.10 per options, 24,16,065 options at a price of H 30.30 per option and 16,25,700 options
at a price of H 17.95. Out of the total grant made till date, 24,16,065 options originally granted at a price of
H 30.30 per option has been cancelled. The options would vest over a maximum period of 10 years or such
other period as may be decided by the Nomination and Remuneration Committee from the date of grant
based on specified criteria.

Employees Stock Appreciation Rights Plan-2019 “ESARP-2019”

The Company instituted an Employees Stock Appreciation Rights Plan-2019 “ESARP-2019” as per the
resolution passed in Annual General Meeting held on September 6, 2019. This scheme has been formulated in
accordance with the Securities Exchange Board of India Guidelines, 1999 and is in compliance with Securities
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Company has reserved issuance of 60,00,000 (March 31, 2024: 60,00,000) equity shares of face value
of H 1 each for offering to eligible employees of the Company under Employees Stock Appreciation Rights
Plan-2019 (ESARP-2019). During the year ended March 31, 2024, equity pool of 30,00,000 (Thirty lakhs)
equity shares were transferred from ESOS-2012 to Employees Stock Appreciation Rights Plan 2019 and the
maximum vesting period was increased from 6 years to 10 years, pursuant to the Shareholders approval
Dated February 08, 2024. In the earlier years, the Company has granted 32,00,000 rights which includes
16,50,000 rights at an exercise price of H 23.50 per right, 8,00,000 rights at an exercise price of H 54 per
right, 6,50,000 rights at an exercise price of H 85.80 per right and 1,00,000 rights at an exercise price of
H 239.90 per right. In the current year, the Company has granted 15,00,000 rights at an exercise price of
H 362.45 per right and 20,00,000 rights at an exercise price of H 257.15 per right. During the current year the
Nomination and Remuneration Committee of the Board of Directors of the Company in its meeting held on
February 19, 2025 has considered and approved the Cancellation of the 15,00,000 surrendered Employees
Stock Appreciation Rights, granted on October 8, 2024 under the ''“Employees Stock Appreciation Rights
Plan 2019” of the Company. Out of the total grant made till date, 21,50,000 rights has been surrendered.
The rights would vest over a maximum period of 10 years or such other period as may be decided by the
Nomination and Remuneration Committee from the date of grant based on specified criteria.

37 The Directorate of Enforcement ("ED") conducted a search under the Prevention of Money laundering
Act, 2002 at the Company''s Corporate office and its Chairman''s residence on December 3, 2024. The
Company extended full cooperation to the ED officials and promptly provided all requested clarifications and
details. The Company has not received any formal communication or notice from the concerned authorities
thereafter. The management is confident of having made all due compliances.

38 Discontinued operations

During the year ended March 31, 2021, the Board of Directors of the Company had approved a Scheme of
Arrangement u/s 230-232 of the Companies Act, 2013 between the Company and Genus Prime Infra Limited
and their respective shareholders and creditors for transfer of ''Strategic Investment Division'' of the Company
to Genus Prime Infra Limited through demerger on a going concern basis. Accordingly, the Company made
requisite filing to appropriate authorities in this regard. Subsequent to the current year end, the Scheme has
been sanctioned by the Hon''ble National Company Law Tribunal (Allahabad Bench) (NCLT) vide its order
dated April 24, 2025 which is also an appointed date as per the Scheme.

Consequent to the approval by NCLT, the aforesaid Scheme has been considered as highly probable as of the
year end March 31, 2025 and demerger of Strategic Investment Division into Genus Prime Infra Limited meets
the criteria prescribed in Ind AS 105 ""Non-current Assets Held for Sale and Discontinued Operations"" to
be considered as discontinued operations, hence Strategic Investment Division business has been disclosed
as discontinued operations in standalone financial statements for the year ended March 31, 2025.

H 29,744.62 lakhs) where individual sale made to parties were more than 10% individually of total revenue.
Appropriate measurement for expected credit loss has been made and provided for in financial statements.
The Company has also a made detailed assessment of the recoverability and carrying value of the mentioned
financial assets. Based on current indicators of future economic conditions, the Company expects to recover
the carrying amount of these assets. The Company will continue to closely monitor any material changes
arising of future economic conditions and impact on its collectability.

Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company
manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities,
by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial
assets and liabilities.

43 Financial risk management objectives and policies

Financial risk management framework

The Company''s principal financial liabilities comprise loans and borrowings, trade and other payables. The
main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal
financial assets include investments, loans, trade and other receivables, and cash and cash equivalent and
other bank balances.

The Company is exposed to credit risk, market risk and liquidity risk. The Company has a risk management
policy and its management is supported by a risk management committee that advices on risk and appropriate
financial risk governance framework for the Company. The risk management committee provides assurance
to the Company''s management that the risk activities are governed by appropriate policies and procedures
and that risks are identified, measured and managed in accordance with the Company''s policies and risk
objectives. The audit committee and the Board of Directors reviews and agrees policies for managing each
of these risks.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities
(primarily trade receivables and loans to companies). The company deals with parties which has good credit
rating/worthiness given by external rating agencies or based on Company internal assessment. The major
customers are usually the Government parties.

Exposure to credit risk:

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer
and the carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk is H 1,59,279.49 lakhs (March 31, 2024: H 70,328.45 lakhs), being the total of the
carrying amount of balances with trade receivables (including retention money) and loans to companies.
In addition to above, the maximum exposure to credit risk in contract assets is H 19,091.07 lakhs (March 31,
2024: H 11,815.41 lakhs), (net of expected credit loss provision of H 212.85 lakhs (March 2024: H 119.35 lakhs)
The measurement of impaired credit for carrying amount of the above financial assets is ascertained
using the expected credit loss model (ECL) approach. The Company is considerate of the fact the
majority of the collection is receivable from Government Companies where there can be delay in
collection, however, there are no significant risk of bad debts. The sale for the current year includes
three customers (sale value of H 1,67,879.84 lakhs), & previous year include two customers (Sale value of

Interest rate risk

I nterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. As the Company have debt obligations with floating interest
rates, the Company is exposed to the risk of changes in market interest rate. The 100 basis points change
in market interest rate would increase / (decrease) the finance cost by H 1,364.60 lakhs (March 31, 2024 :
H 587.12 lakhs).

The Company has no significant interest bearing assets, the income and operating cash flows are substantially
independent of market interest rate.

Foreign currency exchange rate risk

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit
or loss and other comprehensive income and equity, where any transaction references more than one
currency or where assets / liabilities are denominated in a currency other than the functional currency of
the respective entities. The risks primarily relate to fluctuations in US Dollar, Japanese Yen, SGD and Euro
against the functional currency of the Company. The Company, as per its risk management policy, uses
derivative instruments primarily to hedge foreign currency payable. The Company evaluates the impact of
foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these
risks by using derivative financial instruments in line with its risk management policies. The information on
derivative instruments is disclosed in note no. 40.

58 Maintenance & operating effectiveness of Audit Trail feature

The Company has used accounting software, the erstwhile version from April 1, 2024 to October 2, 2024 and
migrated version from October 3, 2024 onwards, for maintaining its books of account which has a feature of
recording audit trail (edit log) facility, except that audit trail feature was not enabled in the migrated version
for certain transactions tables at the application level. Further, in the earlier version, the audit trail was not
enabled at the database level to log any direct changes and in the migrated version, which is managed and
maintained by a third-party software service provider, the SOC report provided by third-party have not
covered the audit trail functionality at the database level.

Furthermore, where the audit trail feature was enabled, it has operated throughout the year for all transactions
recorded in the accounting software. Also during the course of our audit, we did not come across any instance
of the audit trail feature being tampered with in respect of such accounting softwares. Additionally, the
audit trail feature of the prior year has been preserved by the Company as per the statutory requirements
for record retention to the extent it was enabled and recorded in the previous year.

59 Donation to political parties through electoral bonds

The Company has also made political contributions during current year and in earlier years, as disclosed in the
respective financial statements. Based on internal assessment and legal advice, the Company is of the view
that it is in compliance with the laws applicable to it in the relevant years, and the Honorable Supreme Court
order reinstating limits and disclosures for political contributions will not have an impact on the Company.

60 Other Statutory Information

i) The Company does not have any Benami property, where any proceeding has been initiated or pending
against the Company for holding any Benami property.

ii) The Company does not have any transactions with companies struck off.

iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond
the statutory period.

iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) The Company has not been declared wilful defaulter by any bank or financial institution or government
or any government authority.

vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

viii) The Company does not have any undisclosed income which is not recorded in the books of account that
has been surrendered or disclosed as income during the year (previous year) in the tax assessments
under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income
Tax Act, 1961.

61 Events after the reporting period

There are no significant adjusting events that occurred subsequent to the reporting period.

For and on behalf of the Board of Directors of Genus Power Infrastructures Limited

Ishwar Chand Agarwal Rajendra Kumar Agarwal Nathu Lal Nama Ankit Jhanjhari Puran Singh Rathore

Chairman Managing Director & CEO Chief Financial Officer Company Secretary Joint Company Secretary

DIN: 00011152 DIN: 00011127 M. No. A16482 M. No. A25543

Place: Jaipur
Date: May 30, 2025

As per our report of even date As per our report of even date

For M S K A & Associates For Kapoor Patni & Associates

Chartered Accountants Chartered Accountants

ICAI firm registration number: 105047W ICAI Firm registration number: 019927C

per Vinod Gupta per Abhinav Kapoor

Partner Partner

Membership No. 503690 Membership No. 419689

Place: Jaipur Place: Jaipur

Date: May 30, 2025 Date: May 30, 2025

---

Mar 31, 2024

u. Contingent Liability and contingent assets

A contingent liability is possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence

of one or more uncertain future events beyond the control of Company or a present obligation that is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise the contingent liability but discloses its existence in the financial statements.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The Company does not recognise the contingent assets since this may result in the recognition of income that may never be realised but discloses its existence in the financial statements. Where an inflow of economic benefits are probable, the Company disclose a brief description of the nature of contingent assets at the end of the reporting period. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and the Company recognize such assets.

Contingent liabilities and Contingent assets are reviewed at each Balance Sheet date.

v. CSR expenditure

The Company charge its CSR expenditure incurred during the year to the statement of profit and loss.

w. Significant accounting judgements, estimates and assumptions

The preparation of financial statements as per lnd AS requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Although these estimates are based on the management''s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

Revenue from contracts with customers

The Company applied the following judgements that significantly affect the determination of the

amount and timing of revenue from contracts with customers:

Identifying performance obligations in AMISP Contract

The Company determined that both the (a) the supply, installation, integration, testing, and commissioning of the AMI system,and (b) the operation, maintenance, and support services post-installation are capable of being distinct. The fact that the customer can benefit from both products on their own and the promises to transfer the equipment and to provide installation are distinct within the context of the contract.

Consequently, the Company allocated a portion of the transaction price to both performance obligations based on relative stand-alone selling prices.

Consideration of significant financing component in a contract

Under the AMISP Contract, the payment for the supply and installation of meters is to be received over a period of 93 months. The Company concluded that there is a significant financing component to this contract, considering the length of time between the customer''s payment and the transfer of the performance obligation for the supply and installation of meters to the customer, as well as the prevailing market interest rates.

In determining the interest to be applied to the amount of consideration, the Company concluded that the interest rate implicit in the contract (i.e., the interest rate that discounts the cash selling price of the equipment to the amount received in installments) is appropriate because this rate is commensurate with the rate that would be reflected in a separate financing transaction between the entity and its customer at the inception of the contract.

Estimation of Deferred tax asset recoverable

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the same can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Effective Interest Rate (EIR) method

The Company''s EIR methodology, recognises interest expense using a rate of return that represents the best estimate of a constant rate of return over the expected behavioural life of loans taken and recognises the effect of potentially different interest rates at various stages and other characteristics of the product life cycle (including prepayments and penalty interest and charges). This estimation, by nature, requires an element of judgement regarding the expected behaviour and life-cycle of the instruments, as well expected changes to India''s base rate and other fee income/expense.

2.3 Change in accounting policies and disclosures

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated 31 March 2023 to amend the following Ind AS which are effective for annual periods beginning on or after 01 April 2023. The Company applied for the first-time these amendments.

Disclosure of Accounting Policies - Amendments to Ind AS 1

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ''significant'' accounting policies with a requirement to disclose their ''material'' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments have had an impact on the Company''s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Company''s financial statements.

Definition of Accounting Estimates - Amendments to Ind AS 8

The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates. The amendments had no impact on the Company''s financial statements.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases. The company previously recognized for deferred tax on leases on a net basis. As a result of these amendments, the company has recognized a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right-of-use assets. Since, these balances qualify for offset as per the requirements of paragraph 74 of Ind AS 12, there is no impact in the balance sheet. There was also no impact on the opening retained earnings as at April 01, 2022.

2.4 Recent Accounting Developments - Standards Notified but not yet effective

Ministry of Corporate Affairs ("MCA”) notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from 01 April 2024.

Notes :

1 The term loan of H 2,898.08 Lacs (March 31, 2023: H NIL) from State Bank of India is secured by a) Exclusive 1^st charge on Plant & Machinery & Misc. Fixed assets purchased / to be purchased out of Fresh Term Loan, b) Exclusive 1^st charge by Equitable Mortgage on Factory Land & Building situated at Plot no. 104, Brahmaputra Industrial Park, Amingaon, village - Silalndurighopa, District - Kamrup (R), Assam and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. be charged @ 1.00% p.a. above 6 Months MCLR . The loan is repayable in 20 quarterly installments starting from June 2024.

2 The term loan of H 5,500.00 Lacs (March 31, 2023: H NIL) from TATA Capital is secured by the pledge of unencumbered shares (free from any charge, lien, pledge, lock up or any other form of encumbrance) of the Genus Shareholders Trust held by the Borrower / Guarantor / Security provider to maintain the security cover equal to 2.50 times during the tenure of the Loan. Interest is chargeable @ 10.35% p.a.. The Principal -Bullet repayment at the end of 36 months from the date of disbursal.

3 The term loan of H 4,300.00 Lacs (March 31, 2023: H NIL) from The Federal Bank Limited is secured by pledge/ assignment on debt mutual funds & bonds. Interest is chargeable @ 1.50% p.a. above the repo rate. The principal-lumpsum repayment is due by June 2024.

4 The Term Loan of H NIL (March 31, 2023: H 11,100.00 Lacs) from a Credit Suisse AG, Mumbai Branch is secured by Charge on investment in bonds and MLD''s, NCD''s and other marketable securities in the dematerialised form as acceptable to Credit Suisse. Interest is chargeable @ 2.25% p.a. over 1 month MCLR. The loan is repayable in 12 months from the date of disbursement of loan.

5 The Open Term Loan (OTL) of H NIL (March 31, 2023: H 123.99 Lacs) from a Bank is secured by Charge on the assets created / to be created out of OTL and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. Interest is chargeable @ 0.20% p.a. over 1 year MCLR. The loan is repayable with moratorium period: 3 months and repayment period in 9 equal monthly installment starting from June 2023.

6 Vehicle loans from banks and non-banking financial companies are secured by way of hypothecation of the vehicles financed by them under the finance scheme. The interest rate ranges between 7.25%-9.60% p.a.

7 Cash credit and suppliers credit of H 28,813.61 Lacs (March 31, 2023: H 17,120.90 Lacs) of the Company under consortium arrangement from Bank of Baroda, Indian Bank, State Bank of India, IDBI Bank Ltd, YES Bank Limited, Axis Bank Limited, HDFC Bank Limited, Punjab National Bank and UCO Bank, is secured by way of first pari-passu charge on entire current assets of the Company both present and future and collateral security by way of 1^st Pari-passu charges on the movable fixed assets of the Company and equitable mortgage of properties on 1^st Pari-Passu charge basis Factory Land & Building situated at SPL-3A & SPL-2A, Sitapura, Jaipur (Rajasthan), Plot No.12, Sector-4 , IIE Haridwar (Uttarakhand), Plot No 09 & Plot No 10 situated at Sector -2, IIE, SIDCUL, BHEL, Haridwar and SP1-2317, Ramchandrapura Industrial Area (Sitapura Extension) Jaipur and further secured by personal guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal.

8 Bills discounting of H 2,113.19 Lacs (March 31, 2023: H 597.03 Lacs) of the Company are secured by inland documentary bills covering dispatches of goods under prime Bank''s Letter of credit supported by related documents. The rate of interest is the respective period MCLR and generally in the range between 7.00% to 8.00% p.a..

9 FDOD facility for H 1,840 Lacs (March 31, 2023: H NIL) of the company secured by Fixed Deposit . The rate of interest is 0.50% p.a. above the FDR rate.

10 Other facilities for H 12,806.73 Lacs (March 31, 2023: H 5,514.20 Lacs) of the Company availed towards financing payables of creditors. The rate of interest is the respective period MCLR and generally in the range between 6.35% to 8.00% p.a..

Information about the Company’s performance obligations are summarised below:

Revenue from Service Concession Arrangement

The performance obligation is satisfied upon supply, installation, commissioning and operationalization of the meters over a period of time. There is a significant financing component for these contracts where the customer has granted mobilization advance and also on account of timing difference in revenue recognition and payment terms.

Revenue from sale of goods

Revenue from sale of goods is recognised at a point in time. The performance obligation is completed when control of the asset is transferred to the customer, generally on delivery of the goods. In case of contracts which also require installation of such meters, the performance obligation is completely satisfied upon completeion of installation. The Company considers whether there are other promises in the contract that are separate performance obligation to which a portion of the transaction price needs to be allocated.

Revenue from Construction contracts

Revenue from construction contracts is recognised over a period of time using percentage of completion method. The percentage of completion is determined by the proportion that contract costs incurred for work performed up to the reporting date bear to the estimated total contract costs.

Revenue from rendering of services

The performance obligation is satisfied over-time and payment is generally due upon completion of installation, operation & maintenance services and acknowledgement of the customer.

35 Share based payments

Employee Stock Option Scheme “ESOS-2012”

The Company instituted an Employee Stock Option Plan “ESOS-2012” as per the special resolution passed in a General Meeting held on December 29, 2012. This scheme has been formulated in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and is in compliance with Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Company has reserved issuance of 1,945,000 (March 31, 2023: 4,945,000) equity shares of face value of Re. 1 each for offering to eligible employees of the Company under Employees Stock Option Scheme-2012 (ESOS-2012). During the year ended March 31, 2024, equity pool of 30,00,000 (Thirty Lacs) equity shares were transferred from ESOS-2012 to Employees Stock Appreciation Rights Plan 2019 and the maximum vesting period was increased from 6 years to 10 years, pursuant to the Shareholders approval Dated February 08, 2024. In the earlier years, the Company has granted 6,882,065 options which includes 1,815,600 options at a price of H 7 per option (adjusted for shares issued pursuant to scheme of arrangement), 582,000 options at a price of H 6 per option (adjusted for shares issued pursuant to scheme of arrangement), 442,700 options at a price of H 27.10 per options, 2,416,065 options at a price of H 30.30 per option and 16,25,700 options at a price of H 17.95. Out of the total grant made till date, 2,416,065 options originally granted at a price of H 30.30 per option has been cancelled. The options would vest over a maximum period of 10 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.

Employees Stock Appreciation Rights Plan-2019 “ESARP-2019”

The Company instituted an Employees Stock Appreciation Rights Plan-2019 “ESARP-2019” as per the resolution passed in Annual General Meeting held on September 06, 2019. This scheme has been formulated in accordance with the Securities Exchange Board of India Guidelines, 1999 and is in compliance with Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Company has reserved issuance of 6,000,000 (March 31, 2023: 3,000,000) equity shares of face value of Re.1 each for offering to eligible employees of the Company under Employees Stock Appreciation Rights Plan-2019 (ESARP-2019). During the year ended March 31, 2024, equity pool of 30,00,000 (Thirty Lacs) equity shares were transferred from ESOS-2012 to Employees Stock Appreciation Rights Plan 2019 and the maximum vesting period was increased from 6 years to 10 years, pursuant to the Shareholders approval Dated February 08, 2024. In the earlier years, the Company has granted 3,100,000 rights which includes 1,650,000 rights at an exercise price of H 23.50 per right, 8,00,000 rights at an exercise price of H 54 per right and 6,50,000 rights at an exercise price of H 85.80 per right. In the current year, the Company has granted 100,000 rights at an exercise price of H 239.90 per right. During the year the Nomination and Remuneration Committee of the Board of Directors of the Company in its meeting held on June 30, 2023 has considered and approved the Cancellation of the 6,50,000 surrendered Employees Stock Appreciation Rights, granted on January 30, 2023 under the ''“Employees Stock Appreciation Rights Plan 2019” of the Company. The rights would vest over a maximum period of 10 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria

41 Financial risk management objectives and policies

Financial risk management framework

The Company''s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include investments, loans, trade and other receivables, and cash and cash equivalent and other bank balances.

The Company is exposed to credit risk, market risk and liquidity risk. The Company has a risk management policy and its management is supported by a risk management committee that advices on risk and appropriate financial risk governance framework for the Company. The risk management committee provides assurance to the Company''s management that the risk activities are governed by appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The audit committee and the Board of Directors reviews and agrees policies for managing each of these risks.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and loans to companies). The company deals with parties which has good credit rating/worthiness given by external rating agencies or based on groups internal assessment. The major customers are usually the Government parties.

Exposure to credit risk:

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer and the carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk is H 70,328.45 Lacs (March 31, 2023: H 60,426.09 Lacs), being the total of the carrying amount of balances with trade receivables (including retention money) and loans to companies. In addition to above, the maximum exposure to credit risk in contract assets is H 11,815.41 Lacs (March 31, 2023: H Nil), (net of expected credit loss provision of H 119.35 lacs (March 2023: H Nil)

The measurement of impaired credit for carrying amount of the above financial assets is ascertained using the expected credit loss model (ECL) approach. The Company is considerate of the fact the majority of the collection is receivable from Government Companies where there can be delay in collection, however, there are no significant risk of bad debts. The sale for the current year includes two customers (sale value of H 29,744.62 Lacs), & previous year include one customers (Sale value of H 8,614.50 Lacs) where individual sale made to parties were more than 10% individually of total revenue.

Appropriate measurement for expected credit loss has been made and provided for in financial statements. The Company has also a made detailed assessment of the recoverability and carrying value of the mentioned financial assets. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company will continue to closely monitor any material changes arising of future economic conditions and impact on its collectability.

Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company have debt obligations with floating interest rates, the Company is exposed to the risk of changes in market interest rate. The 100 basis points change in market interest rate would increase / (decrease) the finance cost by H 587.12 Lacs (March 31, 2023 : H 346.92 Lacs).

The Company has no significant interest bearing assets, the income and operating cash flows are substantially independent of market interest rate

Foreign currency exchange rate risk

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. The risks primarily relate to fluctuations in US Dollar, Japanese Yen, SGD and Euro against the functional currency of the Company. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign currency payable. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The information on derivative instruments is disclosed in note no. 38.

The following table demonstrates the sensitivity of outstanding foreign currency denominated monetary items to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the company''s profit before tax is due to change in the fair value of financial assets and liabilities :

50 Significant accounting judgements, estimates and assumptions

The preparation of the Company''s separate financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. There are no significant areas involving a high degree of judgement or complexity.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases are based on expected future inflation. Further details about gratuity obligations are given in Note 36(2).

Measurement of credit impairment

The measurement of impaired credit for trade receivables is ascertained using the expected credit loss model (ECL) approach. Appropriate measurement for expected credit loss has been made and provided for in financial statements. The Company has also a made detailed assessment of the recoverability and carrying value of trade receivables. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company will continue to closely monitor any material changes arising of future economic conditions and impact on its collectability.

Claims, provisions and contingent liabilities

The Company has ongoing litigations with various regulatory authorities and third parties. Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be made based on management''s assessment of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty. Information about such litigations is provided in notes to the financial statements.

Significant financing component

Under the Service Concession Arrangement (SCA) contracts, the Company supplies & installs meters & provides operation & maintenance services over a period of ~10 years. This type of contract includes receipt of mobilization advance from the customer which is partially adjusted against the invoices raised. As per the promised payment terms, the Company has determined that the contract contains a significant financing component.

In determining the interest to be applied to the amount of consideration, the Company concluded that the interest rate implicit in the contract (i.e., the interest rate that discounts the cash selling price of the equipment to the amount paid in advance) is appropriate because this is commensurate with the rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception.

51 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company''s capital management is to maximise the shareholder value and keep the debt equity ratio within acceptable range. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders and issue new shares.

The company has filed quarterly statements with banks or/and financial institutions which are in agreement with the books of accounts. Summary of reconciliations and reasons for differences, if any, have been explained and reconciled with banks or/and financial institutions.

57 Maintenance & operating effectiveness of Audit Trail feature

The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level (Oracle) insofar as it relates to SAP-ECC accounting software. Further no instance of audit trail feature being tampered with was noted.

58 Donation to political parties through electoral bonds

The Company has also made political contributions in earlier years, as disclosed in the respective financial statements. Based on internal assessment and legal advice, the Company is of the view that it is in compliance with the laws applicable to it in the relevant years, and the Honorable Supreme Court order reinstating limits and disclosures for political contributions will not have an impact on the Company.

59 Other Statutory Information

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

ii) The Company does not have any transactions with companies struck off.

iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the

statutory period.

iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) The Company has not been declared wilful defaulter by any bank or financial institution or government or any

government authority.

vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

viii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

60 Events after the reporting period

There are no significant adjusting events that occurred subsequent to the reporting period.

For and on behalf of the Board of Directors of Genus Power Infrastructures Limited

Ishwar Chand Agarwal Rajendra Kumar Agarwal Nathu Lal Nama Ankit Jhanjhari Puran Singh Rathore

Chairman Managing Director & CEO Chief Financial Officer Company Secretary Joint Company Secretary

DIN: 00011152 DIN: 00011127

Place: Jaipur Date: May 29, 2024

As per our report of even date As per our report of even date

For S.R. BATLIBOI & ASSOCIATES LLP For KAPOOR PATNI & ASSOCIATES

ICAI firm registration number:101049W/E300004 Firm registration number: 019927C

Chartered Accountants Chartered Accountants

per Navneet Rai Kabra per Abhinav Kapoor

Partner Partner

Membership No.102328 Membership No.419689

Place: Hyderabad Place: Jaipur

Date: May 29, 2024 Date: May 29, 2024

---

Mar 31, 2023

Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Re.1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

General reserve

Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. The Company records the amount received from Genus Shareholders'' Trust in general reserve. However, the amount previously transferred to the general reserve can be utilised only in accordance with the requirements of Companies Act, 2013.

Notes :

1. The term loan of Rs. NIL Lacs (sanctioned amount Rs. 1,650.00 Lacs) (March 31, 2022: Rs. 514.08) from a Bank is secured by first exclusive charge on the entire property, plant and equipment of the Company''s Assam unit situated at Plot no. 104, Brahmaputra Industrial Park, Amingaon, village - Silalndurighopa, District - Kamrup (R), Assam and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. be charged @ 0.40% over 1 year MCLR Strategic Premium. The loan is repayable in 24 quarterly installments starting from April 2018.

2. The term loan of Rs. NIL Lacs (sanctioned amount Rs. 3,100.00 Lacs) (March 31, 2022: Rs. 175.52 Lacs) from a Bank is secured by first exclusive charge on the plant and equipment of the Project, first charge by way of equitable mortgage on Factory land and building situated at plot no. 09 & 10, situated at sector-2, IIE, SIDCUL, BHEL Haridwar (Uttarakhand) and 1st Charge on pari-passu basis of term lender by way of Equitable mortgage of Industrial Property situated at Plot No 12, Sector 4, IIE, SIDCUL, Haridwar, second charge on current assets of the Company (present and future) and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. Interest will be charged @ 0.40% over 1 year MCLR Strategic Premium. During the previous year ended March 31,2021, fresh borrowings were been made within sanctioned limits. The loan is repayable in 20 quarterly installments starting from September 2019.

3. The Term Loan of Rs. 11,100.00 Lacs (sanctioned amount Rs. 12,500.00 Lacs) (March 31,2022: Rs. NIL Lacs) from a Credit Suisse AG, Mumbai Branch is secured by Charge on investment in bonds and MLD''s, NCD''s and other marketable securities in the dematerialised form as acceptable to Credit Suisse. Interest will be charged @ 2.25% over 1 month MCLR. The loan is repayable in 12 months from the date of disbursement of loan.

4. The Open Term Loan (OTL) of Rs. 123.99 Lacs (sanctioned amount Rs. 1,000.00 Lacs) (March 31, 2022: Rs. NIL Lacs) from a Bank is secured by Charge on the assets created / to be created out of OTL and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. Interest will be charged @ 0.20% over 1 year MCLR. The loan is repayable Moratorium period: 3 months and Repayment period in 9 equal monthly installment starting from June 2023.

5. Vehicle loans from banks and non-banking financial companies are secured by way of hypothecation of the vehicles financed by them under the finance scheme. The effective weighted average interest rate is 9.00% p.a. (March 31,2022: 9.35% p.a.)

6. Cash credit and suppliers credit of Rs. 17,120.90 Lacs (March 31,2022: Rs.21923.20 Lacs) of the Company under consortium arrangement from Bank of Baroda, State Bank of India, IDBI Bank Ltd, Axis Bank, Punjab National Bank, Yes Bank, Indian Bank and Qatar National Bank (Q.P.S.C.), is secured by way of first pari-passu charge on entire current assets of the Company both present and future and collateral security by way of 1st Pari-passu charges on the movable fixed assets of the Company and equitable mortgage of properties on pari-passu basis situated at SPL-3A & SPL-2A, Sitapura, Jaipur (Rajasthan) and Plot No.12, Sector-4 , IIE Haridwar (Uttarakhand) and 2nd charge on Equitable mortgage of Factory Land & Building situated at Plot No 09 & Plot No 10 situated at Sector -2, IIE, SIDCUL, BHEL, Haridwar and further secured by personal guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal.

7. Bills discounting of Rs. 597.03 Lacs (March 31, 2022: Rs. 9.19 Lacs) of the Company are secured by inland documentary bills covering dispatches of goods under prime Bank''s Letter of credit supported by related documents. The rate of interest is the respective period MCLR and generally in the range between 7.00% to 8.00%.

8. Other facilities for Rs. 5,514.19 Lacs (March 31,2022: Rs. 4,248.15 Lacs) of the Company availed towards financing payables of creditors. The rate of interest is the respective period MCLR and generally in the range between 6.35% to 8.00%.

35 Share based payments

Employee Stock Option Scheme "ESOS-2012"

The Company instituted an Employee Stock Option Plan "ESOS-2012" as per the special resolution passed in a General Meeting held on December 29, 2012. This scheme has been formulated in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and is in compliance with Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The Company has reserved issuance of 4,945,000 (March 31, 2022: 4,945,000) equity shares of face value of Re. 1 each for offering to eligible employees of the Company under Employees Stock Option Scheme-2012 (ESOS-2012). In the earlier years, the Company has granted 6,882,065 options which includes 1,815,600 options at a price of Rs. 7 per option (adjusted for shares issued pursuant to scheme of arrangement), 582,000 options at a price of Rs. 6 per option (adjusted for shares issued pursuant to scheme of arrangement), 442,700 options at a price of Rs. 27.10 per options, 2,416,065 options at a price of Rs. 30.30 per option and 16,25,700 options at a price of Rs. 17.95. Out of the total grant made till date, 2,416,065 options originally granted at a price of Rs. 30.30 per option has been cancelled. The options would vest over a maximum period of 6 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.

Employees Stock Appreciation Rights Plan-2019 "ESARP-2019"

The Company instituted an Employees Stock Appreciation Rights Plan-2019 "ESARP-2019” as per the resolution passed in Annual General Meeting held on September 06, 2019. This scheme has been formulated in accordance with the Securities Exchange Board of India Guidelines, 1999 and is in compliance with Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Company has reserved issuance of 3,000,000 (March 31, 2022: 3,000,000) equity shares of face value of Re.1 each for offering to eligible employees of the Company under Employees Stock Appreciation Rights Plan-2019 (ESARP-2019). In the earlier years, the Company has granted 2,450,000 rights which includes 1,650,000 rights at an exercise price of Rs. 23.50 per right and 8,00,000 rights at an exercise price of Rs. 54 per right. In the current year, the Company has granted 650,000 rights at an exercise price of Rs. 85.80 per right. The rights would vest over a maximum period of 6 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.

(2) Disclosures related to defined benefit plan

The Company has a defined benefit gratuity plan and governed by Payment of Gratuity Act, 1972. The Employees'' Gratuity Fund Scheme managed by a trust is a defined benefit gratuity plan which is administered through Group Gratuity Scheme with Life Insurance Corporation of India. Every employee who has completed five years or more of service gets a gratuity on departure at 1 5 days last drawn salary for each completed year of service. The following tables summarise net benefit expenses recognised in the statement of profit and loss, the status of funding and the amount recognised in the Balance sheet for the gratuity plan:

41 Financial risk management objectives and policies

Financial risk management framework

The Company''s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include investments, loans, trade and other receivables, and cash and cash equivalent and other bank balances.

The Company is exposed to credit risk, market risk and liquidity risk. The Company has a risk management policy and its management is supported by a risk management committee that advices on risk and appropriate financial risk governance framework for the Company. The risk management committee provides assurance to the Company''s management that the risk activities are governed by appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The audit committee and the Board of Directors reviews and agrees policies for managing each of these risks.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and loans to companies). The company deals with parties which has good credit rating/worthiness given by external rating agencies or based on groups internal assessment. The major customers are usually the Government parties.

Exposure to credit risk:

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer and the carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs. 60,426.09 Lacs (March 31,2022: Rs. 59,666.42Lacs), being the total of the carrying amount of balances with trade receivables (including retention money) and loans to companies. The measurement of impaired credit for carrying amount of the above financial assets is ascertained using the expected credit loss model (ECL) approach. The Company is considerate of the fact the majority of the collection is receivable from Government Companies where there can be delay in collection, however, there are no significant risk of bad debts. The sale for the current year include one customer (sale value of Rs 8,614.50 Lacs), & previous year include two customers (Sale value of Rs.13,614.99 Lacs and Rs. 8,141.32 Lacs resp.) where individual sale made to parties were more than 10% individually of total revenue.

The Company has a developed ECL model in place which factors into the potential future impact of the COVID-19. Appropriate measurement for expected credit loss has been made and provided for in financial statements. The Company has also a made detailed assessment of the recoverability and carrying value of the mentioned financial assets. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company will continue to closely monitor any material changes arising of future economic conditions and impact on its collectability.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company have debt obligations with floating interest rates, the Company is exposed to the risk of changes in market interest rate. The 100 basis points change in market interest rate would increase / (decrease) the finance cost by Rs.283.44 Lakhs (March 31, 2022 : Rs.221.67 Lakhs). The Company has no significant interest bearing assets, the income and operating cash flows are substantially independent of market interest rate.

Foreign currency exchange rate risk

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. The risks primarily relate to fluctuations in US Dollar, Japanese Yen, SGD and Euro against the functional currency of the Company. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign currency payable. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The information on derivative instruments is disclosed in note no. 38.

The following table demonstrates the sensitivity of outstanding foreign currency denominated monetary items to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the company''s profit before tax is due to change in the fair value of financial assets and liabilities :

47 Leases - operating leases

Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at the option of either of the parties. There are no restrictions imposed by lease arrangements. The aggregate amount of operating lease expenses recognised in the statement of profit and loss is Rs.93.37 Lacs (March 31,2022: Rs. 1 50.40 Lacs).

50 Significant accounting judgements, estimates and assumptions

The preparation of the Company''s separate financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. There are no significant areas involving a high degree of judgement or complexity.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases are based on expected future inflation. Further details about gratuity obligations are given in Note 36(2).

Measurement of credit impairment

The measurement of impaired credit for trade receivables is ascertained using the expected credit loss model (ECL) approach. The Company has a developed ECL model in place which factors into the potential future impact of the COVID-19. Appropriate measurement for expected credit loss has been made and provided for in financial statements. The Company has also a made detailed assessment of the recoverability and carrying value of trade receivables. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company will continue to closely monitor any material changes arising of future economic conditions and impact on its collectability.

Claims, provisions and contingent liabilities

The Company has ongoing litigations with various regulatory authorities and third parties. Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be made based on management''s assessment of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty. Information about such litigations is provided in notes to the financial statements.

51 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company''s capital management is to maximise the shareholder value and keep the debt equity ratio within acceptable range. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders and issue new shares. The company has filed quarterly statements with banks or/and financial institutions which are in agreement with the books of accounts. Summary of reconciliations and reasons for differences, if any, have been explained and reconciled with banks or/and financial institutions. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

ii) The Company does not have any transactions with companies struck off.

iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

viii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 196

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Mar 31, 2018

1. Corporate Information

Genus Power Infrastructures Limited (referred to as “Genus” orthe “Company”) is a public company domiciled in India. The Company is primarily engaged in the business of manufacturing / providing ‘Metering and Metering Solutions and undertaking ‘Engineering, Construction and Contracts’on turnkey basis. The equity shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The registered office of the Company is located at G-14, Sector-63, Noida, Uttar Pradesh-201307 and corporate office at SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur, Rajasthan -302022.

The Standalone Financial statements were authorised for issue in accordance with a resolution of the directors on May 11,2018.

2. Significant Accounting Policies

2.1 Basis of Preparation

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards C’lnd AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 asamended from time to time.

The financial statement has been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fairvalue:

- Derivative financial instruments

- Certain financial assets and liabilities measured at fairvalue (refer accounting policies regarding financial instruments)

The standalone financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest lacs, except when otherwise indicated.

A. Terms/rights attached toequltyshares

The Company has only oneclass of equity shares having a parvalue of Re.1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders In the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Aggregate number ofshares Issued for consideration other than cash during the period offive years Immediately preceding the reporting date 97,719,120 Equity shares allotted as fully paid up pursuant to schemeof amalgamation for consideration other than cash during the year ended March 31,2014.

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares except for the Vikas Kothari who is holding equity shares on behalf of Genus Shareholders’Trust.

Notes:

1 The term loan from a Bank is secured by first exclusive charge on the entire property, plant and equipment of the Company’s Assam unit situated at Plot no. 104, Brahmaputra Industrial Park, Amingaon, village-Silalndurighopa, District-Kamrup(R), Assam and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitender Kumar AgarwaL Interest will be charged @0.20% over MCLR SP. The Loan is repayable in 30 unequal quarterly installment starting from April 2018.

2 Vehicle loans from banks and non-banking financial companies is secured by way of hypothecation of the vehicles financed by them under the finance scheme. Theeffective weighted average interest rate is 10.72% (March 31,2017:10.88%) p.a.

3 Cash credit and Buyers credit from banks of Rs.16,806.82 Lacs (March 31,2017: Rs. 17,832.52 Lacs) of the Company under consortium arrangement from Bank ofBaroda, State Bankof India, IDBI Bank Ltd, Axis Bank, Punjab National Bankand Export Import Bankof India, is secured by way of first pa ripassu charge on entire current assets of the Company both present and future and collateral security byway of 1 st Pari-passu charges on the entire unencumbered fixed assets of the Company and equitable mortgage of properties on pari-passu basis situated at SPL-3A & SPL-2A, Sitapura, Jaipur (Rajasthan) and Plot No.12, Sector-4 , HE Haridwar (Uttarakhand) and further secured by personal guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwaland Mr.VishnuTodi.

4 Bills discounting of Rs. 396.99 lacs (March 31,2017: Rs. 364.62 lacs) of the Company are secured by inland documentary bills covering dispatches of goods under prime Bank’s Letter of credit supported by related documents. The rate of interest is respective period MCLR.

5 Bills discounting of Rs. 4,938.10 lacs (March 31, 2017: Rs. 3,688.98 lacs) are discounted on vendors invoices and carried an interest rate calculated at MCLR 0.30% with credit period of upto 90 days. This facility is secured by personal guarantees of Mr. Ishwar Chand AgarwaL Mr. Rajendra Agarwal, Mr. Jitendra Kumar Agarwaland Mr.VishnuTodi.

3 Share based payments

Employee StockOptlonScheme”ESOS-2012”

The Company instituted an Employee Stock Option Plan “ESOS-2012” as per the special resolution passed in a General Meeting held on December29,2012. This scheme has been formulated in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999.

The Company has reserved issuance of 7,945,000(March 31,2017:7,945,000) equity sharesof face value of Re.1 each foroffering to eligible employeesof the Company under Employees Stock Option Scheme-2012 (ESOS-2012). In the earlier years, the Company has granted 2,840,300 options which includes 1,815,600 options at a price of Rs.7 per option (adjusted for shares issued pursuant to scheme of arrangement), 582,000 options at a price of Rs.6 per option (adjusted for shares issued pursuant to scheme of arrangement) and 442,700 options at a price of Rs. 27.10 per option. The options would vest over a maximum period of 6 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.

(2) Disclosures related todefined benefit plan

The Company has a defined benefit gratuity plan and governed by Payment of Gratuity Act, 1972. The Employees’ Gratuity Fund Scheme managed by a trust is a defined benefit gratuity plan which is administered through Group Gratuity Scheme with Life Insurance Corporation of India. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The following tables summarise net benefit expenses recognised in the statement of profit and loss, the status of funding and the amount recognised in the Balance sheet for the gratuity plan:

4 Hedging Activities and Derivatives

The Company uses foreign currency denominated borrowings and foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally from one week to twelve months.

Particularsof unhedged foreign currency exposureare detailed belowat the exchange rate prevailing as at the reporting date:

5 FairValues

The falrvalueof thefinancialassetsandliabllitiesapproximatestheircarryingamountsasat the balance sheet date.

6 Fair Value Hierarchy

The following table provides the fairvalue measurement hierarchy of the Company’s assets and liabilities. Quantitative disclosures fairvalue measurement hierarchy of assetsasat March 31,2018

7 Financial risk management objectives and policies Financial Risk Management Framework

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include investments, loans, trade and other receivables, and cash and cash equivalent. The Company is exposed to credit risk, market risk and liquidity risk. The Company has a risk management policy and its management is supported by a risk management committee that advices on risk and appropriate financial risk governance framework for the Company. The risk management committee provides assurance to the Company’s management that the risk activities are governed by appropriate policies and proceduresand that risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The audit committee and the Board of Directors reviews and agrees policies for managing each of these risks.

Credit Risk

Credit risk is the risk that counterparty willnot meet itsobligatlonsundera financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit riskfromitsoperating activities (primarily trade receivablesand loans to companies).

Exposure to credit risk:

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer and the carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs. 56,355.85 lacs (March 31,2017: Rs. 40,259.40 lacs), being the total of the carrying amount of balances with trade receivables and loans to companies.

Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing faci Jties, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assetsand liabilities.

The table belowsummarises the maturity profile of the Company’s financial liabilities based in contractual undiscounted payments:

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company’s exposure to market risk is primarily on account of foreign currency exchange rate risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. As the Company has debt obligation with floating interest rates, the company is exposed to the risk of changes in market interest rates. As the Company has no significant interest bearing assets, the income and operating cash flowsare substantially independent of changes in market interest rates.

Foreign Currency exchange rate risk

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. The risks primarily relate to fluctuations in US Dollar, Japanese Yen, SGD and Euro against the functional currency of the Company. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign currency payable. The Company evaluates the impact of foreign exchange rate fluctuations by assessing Its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The information on derivative instruments is disclosed in note no. 39.

8 In respect of the amounts mentioned under section 125 of the Companies Act, 2013 there are no dues that are to be credited to the investor education and protection fund as at March 31,2018 (March 31,2017: Rs. Nil). During the year, the Company has transferred Rs. 2.12 lacs (March 31,2017: Rs. 2.24 lacs) to Investoreducation and protection fund.

9 Leases-operating leases_

Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at the option of either of the parties. There are no sub-leases. There are no restrictions imposed by lease arrangements. The aggregate amount of operating lease expenses recognised in the statement of profit and loss is Rs.172.77 lacs (March 31,2017: Rs. 175.03 lacs).

10 Disclosure required under section 186 (4) of the Companies Act, 2013

Included in loansand advance are certain inter-corporate deposits the pa rticulars of which are disclosed belowas required by section 186(4) of Companies Act, 2013:

11 Significant accounting judgements, estimates and assumptions

The preparation of the Company’s separate financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Thereare no significant areas involving a high degreeof judgement orcomplexity.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.”

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changesin these assumptions. Allassumptionsare reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds. The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increasesare based on expected futureinflation.Furtherdetailsaboutgratuityobligationsaregiven in Note36(2).”

12 Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximise the shareholdervalue and keep the debt equity ratio within acceptable range. The Company manages Its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain oradjust the capital structure, the Company may adjust the dividend payment to share holders, return capital to shareholdersand issue new shares.

13 Warrantyexpenses

The Company provides warranties for its products, undertaking to repair and replace the item that fails to perform satisfactorily during the warranty period. A provision is recognized for expected warranty claims on products sold based on past experience of the level of repairs and returns. The table below gives information about movement in warranty provisions.

14 The Company has spent Rs. 93.34 lacs (March 31,2017: Rs. 32.10 lacs) as against total requirement of Rs. 156.90 lacs (March 31,2017: Rs. 152.54 lacs) as per section 135 of the Companies Act, 2013. The amount contributed towards CSR activities are for various items mentioned in schedule VII of the Companies Act, 2013 and is approved by the CSR Committee.

15 Standards Issued but notyet effective

I nd AS 115 Revenue from Contracts with Customers

Ind AS 115 was notified on March 28,2018 and establishes a five-step model to account for revenue arising from contracts with customers. Under Ind AS 115, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.The new revenue standard will supersede all current revenue recognition requirements under Ind AS. Either a full retrospective application or a modified retrospective application is required forannual periods beginning on orafter AprilOl, 2018 and will beapplied accordingly. The Company is evaluating the impact of Ind AS 115 related to the recognition of revenue from contracts with customers and it continues to evaluate the changes to accounting system and processes, and additional disclosure requirements that may be necessary. A reliable estimate of the quantitative impact of Ind AS 115 on the financial statements will only be possible once the evaluation has been completed.

Other Amendments:

On March 28,2018, the MCA, issued certain amendments to Ind AS. The amendments relate to following standards:

- Ind AS 21, The Effects of Changes in Foreign Exchange Rates

- Ind AS 12, Income Taxes

-Ind AS 28, Investments in Associatesand Joint Ventures The amendments are effective from April 01,2018. The company believes that the aforementioned amendments will not materially impact the financial statements of the company.

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Mar 31, 2017

1. Corporate Information

Genus Power Infrastructures Limited (referred to as “Genus” or the “Company”) is a public company domiciled in India. The Company is primarily engaged in the business of manufacturing / providing ‘Metering and Metering Solutions and undertaking ‘Engineering, Construction and Contracts’ on turnkey basis. The equity shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The registered office of the Company is located at G-14, Sector-63, Noida, Uttar Pradesh - 201307 and corporate office at SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur, Rajasthan - 302022.

The Standalone Financial statement were authorised for issue in accordance with a resolution of the directors on May23,2017.

2. Significant Accounting Policies

2.1 Basis of Preparation

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. For all periods up to and including the year ended 31 March 2016, the Company prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (“Indian GAAP”). These financial statements for the year ended 31 March 2017 are the first financial statements, the Company has prepared in accordance with Ind AS.

The standalone financial statements are presented in Indian Rupees (INR)and all values are rounded to the nearest lacs, except when otherwise indicated.

3 Share based payments

Employee Stock Option Scheme “ESOS-2012”

The Company instituted an Employee Stock Option Plan “ESOS-2012” as per the special resolution passed in a General Meeting held on December 29,2012. This scheme has been formulated in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guide lines, 1999.

The Company has reserved issuance of 7,945,000 (March 31,2016: 7,945,000 April 01,2015: 7,945,000) equity shares of face value of Re.1 each for offering to eligible employees of the Company under Employees Stock Option Scheme-2012 (ESOS-2012). In the earlier years, the Company has granted 2,840,300 options which includes 1,815,600 options at a price of Rs.7 per option (adjusted for shares issued pursuant to scheme of arrangement), 582,000 options at a price of Rs.6 per option (adjusted for shares issued pursuant to scheme of arrangement) and 442,700 options at a price of Rs.27.10 per option. The options would vest over a maximum period of 6years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.

(2) Disclosures related to defined benefit plan

The Company has a defined benefit gratuity plan and governed by Payment of Gratuity Act, 1972. The Employees’ Gratuity Fund Scheme managed by a trust is a defined benefit gratuity plan which is administered through Group Gratuity Scheme with Life Insurance Corporation of India. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The following tables summarise net benefit expenses recognised in the statement of profit and loss, the status of funding and the amount recognised in the Balance sheet for the gratuity plan:

(3) Notes:

1 The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

2 Percentage of plan assets as investments with insurer is 100%.

3 The expected rate of return on assets is based on the expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

4 Hedging Activities and Derivatives

The Company uses foreign currency denominated borrowings and foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally from one week to twelve months.

Particulars of unhedged foreign currency exposure are detailed below at the exchange rate prevailing as at the reporting date:

5 Fair Values

The fair value of the financial assets and liabilities approximates their carrying amounts as at the balance sheet date.

6 Financial risk managemen to bjectives and policies

Financial Risk Management Framework

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include investments, loans, trade and other receivables, and cash and cash equivalent. The Company is exposed to credit risk, market risk and liquidity risk.

The Company has a risk management policy and its management is supported by a risk management committee that advices on risk and appropriate financial risk governance framework for the Company. The risk management committee provides assurance to the Company’s management that the risk activities are governed by appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The audit committee and the Board of Directors reviews and agrees policies for managing each of these risks.

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and loans to companies).

Exposure to credit risk

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer and the carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs. 40,259.40 lacs (March 31,2016: Rs. 49,949.62 lacs; April 01,2015: Rs. 48,747.06 lacs), being the total of the carrying amount of balances with trade receivables and loans to companies.

Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company’s exposure to market risk is primarily on account of foreign currency exchange rate risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. As the Company has debt obligation with floating interest rates, the company is exposed to the risk of changes in market interest rates.

As the Company has no significant interest bearing assets, the income and operating cash flows are substantially independent of changes in market interest

Foreign Currency exchange rate risk

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets/ liabilities are denominated In a currency other than the functional currency of the respective entities. The risks primarily relate to fluctuations in US Dollar, Japanese Yen, SGD and Euro against the functional currency of the Company. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign currency payable. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in the with its risk management policies. The information on derivative instruments is disclosed in note no. 39.

7 In respect of the amounts mentioned under section 125 of the Companies Act, 2013 there are no dues that are to be credited to the investor education and protection fund as at March 31,2017 (March 31,2016: Rs. Nil, April 01, 2015: Rs. Nil). During the year, the Company has transferred Rs.2.24 lacs (March 31,2016: Rs. 2.56 lacs, April 01, 2015: Rs. Nil to Investor education and protection fund.

8 Leases-operating leases

Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at the option of either of the parties. There are no sub-leases. There are no restrictions imposed by lease arrangements. The aggregate amount of operating lease expenses recognised in the statement of pro fit and loss is Rs.175.03 lacs (March 31,2016: Rs. 153.82 lacs).

9 Significant accounting judgements, estimates and assumptions

The preparation of the Company’s separate financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. There are no significant areas involving a high degree of judgement or complexity.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and Liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation Involves making various assumptions that may differ from actual developments In the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. ALL assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds. The mortality rate is based on publicly available mortality tables.

Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases are based on expected future inflation. Further details about gratuity obligations are given in Note 36(2).

10 Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximise the shareholder value and keep the debt equity ratio within acceptable range. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders and issue new shares.

11 Warranty expenses

The Company provides warranties for its products, undertaking to repair and replace the item that fails to perform satisfactorily during the warranty period. A provision is recognized for expected warranty claims on products sold based on past experience of the level of repairs and returns. The table below gives information about movement in warranty provisions.

12 The Company has spent Rs. 32.10 lacs (March 31,2016: Rs. 116.98 lacs) as against total requirement of Rs. 152.54 lacs (March 31,2016: Rs. 113.56 lacs) as per section 135 of the Companies Act, 2013. The amount contributed towards CSR activities are for various items mentioned in schedule VII of the Companies Act, 2013 and is approved by the CSR Committee.

13 First time adpotion of lnd AS

These financial statements, for the year ended March 31,2017, are the Company’s first financial statements which have been prepared in accordance with Ind AS. For periods up to and including the year ended March 31,2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended March 31, 2017, together with the comparative period data asat and for the year ended March 31,2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 01, 2015, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 01, 2015 and the financial statements as at and for the year ended March 31,2016.

Exemptions applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

(a) Since there is no change in the functional currency, the Company has elected to continue with the carrying values under previous GAAP for all the items of property, plant and equipment as deemed cost at the date of the transition. The same election has been made in respect of intangible assets.

(b) Ind AS 101 requires a first-time adopter to apply derecognition requirements in Ind AS 109 prospectively to transactions occurring on or after the date of transition to Ind AS. Accordingly, the Company continues to de-recognise the financial assets and financial liabilities for transactions which have occurred before the date of transition to Ind AS.

(c) Ind AS 101 requires a first-time adopter to apply derecognition requirements in Ind AS 109 prospectively to transactions occurring on or after the date of transition to Ind AS. Accordingly, the Company continues to de-recognise the financial assets and financial liabilities for transactions which have occurred before the date of transition to Ind AS.

(d) The Company has opted to carry the investment in subsidiaries and associate at the previous GAAP carrying amount at the transition date.

(e) Ind AS 102 Share-based Payment has not been applied to equity instruments in share-based payment transactions that vested before April 01 ,2015

(f) As per Ind AS 101, the Company has elected not to restate business combinations that occurred before the date of transition.

Estimates

The estimates as at April 01, 2015 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from impairment of financial assets based on expected credit loss model where application of Indian GAAP did not require estimation. The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 01,2015 (transition date),March31,2016.

Foot notes to the reconciliation of equity as at April 01,2015 and March 31,2016and profit or loss for the year ended March 31,2016

(i) Valuation of Investments

The Company, in accordance with previous GAAP has accounted for non current investments at cost and current investment for cost or market value whichever is lower. The Company has recognised, investments in equities (other than investment in trust and associates) and mutual funds at fair value. Investments in Preference Shares is carried at amortised cost The difference between the fair value and previous GAAP carrying value has been recongised as an adjustment to retained earnings or as a seperate component of equity on the date of transition.

(ii) MAT Credit entitlement

MAT credit entitlement is to be presented under loans and advance in accordance with Guidance Note on “Accounting for Credit available in respect of MAT under the Income Tax Act, 1961” issued by ICAI. However, as per Ind AS, MAT credit entitlement is generally recognized as a deferred tax asset with a corresponding deferred tax benefit in the statement of profit and loss. Accordingly, the Company has reclassified the MAT credit entitlement from loans and advances to deferred tax assets.

(iii) Proposed Dividend

Under Indian GAAP, proposed dividends including DDT are recognised as a liability in the period to which they relate, irrespective of when they are declared. Under Ind AS, a proposed dividend is recognised as a liability In the period in which it is declared by the Company (usually when approved by shareholders in a general meeting) or paid. In the case of the Company, the declaration of dividend occurs after period end. Therefore, the liability of Rs.772.72 lacs for the year ended March 31,2016 and Rs. 617.82 lacs for the year April 01,2015 recorded for dividend and DDT has been derecognised against retained earnings and adjusted as an appropriation for the year ended March31,2017.

(iv) Defined benefit Liabilities

Both under Indian GAAP and IND AS, the Company recognised costs related to its post employment defined benefits plan on an acturial basis. Under Indian GAAP, the entire cost, including acturial gains and losses, are charged to profit or loss. Under IND AS, remeasurements are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Thus the employee benefit cost is reduced by Rs. 16.32 lacs for the year ended March 31,2016 and remeasurement gains on defined benefit plans has been recognised in the OCI net of tax.

(v) Share based payments

Under Indian GAAP, the company recognised only the intrinsic value for the long term incentive plan as an expense. IND AS requires the fair value of the share option to be determined using an appropriate pricing model recognised over the vesting period. As additional expenses of Rs. 40.53 lacs has been recognised In profit or loss for the year ended March 31,2016.

(vi) Sale of goods

Under Indian GAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes excise duty. Excise duty on sale of goods is separately presented on the face of statement of profit and loss. Thus sale of goods under Ind AS has increased by Rs.1,158.57 lacs with a corresponding increase in other expense.

(vii) Others

Based on the GAAP differences between Indian GAAP and Ind AS, the Company has provided other relevant adjustments. Further, the various transitional adjustments lead to temporary differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or a separate component of equity.

(viii) Other comprehensive income

Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled Indian GAAP profit or loss to profit or profit or loss as per Ind AS. Further, Indian GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

(ix) Statement of cash flows

The transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash flows.

14 Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, up to date of issuance of the Company’s financial statements are disclosed below. In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017 .notifying amendments to Ind AS 7,’Statementofcash flows’ and Ind AS 102,’Share-based payment¹. The amendments are applicable to the Company from April 01, 2017.

Amendment to Ind AS 7

The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement

Amendment to Ind AS 102

The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding taxes. It clarifies that the fair value of cash-settled awards is determined on a basis consistent with that used for equity-settled awards. Market-based performance conditions and non-vesting conditions are reflected in the fair values, but non-market performance conditions and service vesting conditions are reflected in the estimate of the number of awards expected to vest Also, the amendment clarifies that if the terms and conditions of a cash-settled share-based payment transaction are modified with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as such from the date of the modification. Further, the amendment requires the award that include a net settlement feature in respect of withholding taxes to be treated as equity-settled in its entirety. The cash payment to the tax authority is treated as if it was part of an equity settlement. The Company will adopt these amendments from their applicability date.

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Mar 31, 2016

b. Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Re.1 per share. Each holder of equity shares is entitled to
one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is
subject to the approval of shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2016, the amount of per share dividend recognized as distributions to equity shareholders is Re.
0.25 (March 31, 2015: Re. 0.20).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution
will be in proportion to the number of equity shares held by the shareholders.

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares except for the
Mondip Kumar Tamuly who is holding equity shares on behalf of Genus Shareholders'' Trust.

e. For details of shares reserved for issue under Employee Stock Option Plan (ESOP) of the Company, refer note 32(a).

* Pursuant to the scheme of amalgamation approved by the Hon''ble Allahabad High Court in 2013-14, the shares of the Company held
by the Company and Genus Paper Products Limited were consequently transferred to the Genus Shareholders'' Trust for the benefit of
the Company and its Shareholders. The trust is administered by an independent trustee.

During the year, the trust has sold 20,000,000 equity shares of the Company and in line with the purpose of the trust, remitted
the proceeds to the Company. The surplus arising on such distribution of Rs. 10,051.55 lacs and the amounts received towards
dividend on shares of the Company held by the trust of Rs. 95.00 lacs have been recognized directly in the reserves as such
amounts have arisen on shares of the Company.

(1) The foreign currency term loan from a bank of Rs.1,706.34 lacs ( March 31, 2015: Rs. 2,589.18 lacs) is secured by first
exclusive charge on the entire fixed assets of the Company''s Jaipur unit- II situated at plot No.SP-1-2317, Ramchandpura,
Sitapura extensions, Jaipur (Rajasthan) and Haridwar Unit-II situated at Plot No:9, Sector-2, SIDCUL, Haridwar (Uttarakhand)
including immovable properties, present and future acquired out of the said loan and unconditional irrevocable personal
guarantees of promoter directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. Interest
will be paid at 6 month USD Libor 280 BPS p.a payable quarterly (Libor to reset quarterly). The effective weighted average
interest rate is 3.62% p.a (March 31, 2015: 3.30% p.a.). These loans are repayable in unequal quarterly installments starting
from June 2012 and will end in May 2017.

(2) Vehicle loans from banks and non-banking financial companies is secured by way of hypothecation of the vehicles financed by
them under the finance scheme. The effective weighted average interest rate is 10.05% p.a (March 31, 2015: 10.75% p.a.)

(1) Cash credit and Buyer''s credit from banks of Rs.17,717.32 lacs (March 31, 2015: Rs.29,581.43 lacs) of the Company under
consortium arrangement from Bank of Baroda, State Bank of India, Punjab National Bank, IDBI Bank Ltd, State Bank of Bikaner and
Jaipur, Axis Bank and Export Import Bank of India, is secured by way of first pari-passu charge on entire current assets of the
Company both present and future and collateral security by way of 1st pari-passu charges on the entire unencumbered fixed assets
of the Company and equitable mortgage of properties on pari-passu basis situated at SPL-3A & SPL-2A, Sitapura, Jaipur (Rajasthan)
and Plot No.12, Sector-4 , IIE Haridwar (Uttrakhand) and further secured by personal guarantees of Mr. Ishwar Chand Agarwal, Mr.
Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwal and Mr. Vishnu Todi. The rate of interest for cash credit is 9.90% to 12.00%
p.a. (March 31, 2015: 10.50% to 12.25% p.a.) and for buyer''s credit is LIBOR 0.56% (March 31, 2015: LIBOR 0.64%).

(2) Bills discounting of Rs. 1,638.67 lacs (March 31, 2015: Rs. 1,375.36 lacs) of the Company are secured by Inland documentary
bills covering dispatches of goods under Prime Bank''s Letter of credit supported by related documents.. The rate of interest is
9.60% p.a (March 31, 2015: 10.00 % p.a.)

(3) Bills discounting of Rs. 2,171.65 lacs (March 31, 2015: 2,382.95 lacs) are discounted on vendor invoices and carries an
interest rate calculated at Base Rate of SBI with credit period of up to 90 days. This facility is secured by personal
guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwal and Mr. Vishnu Todi.

*In view of the financial position and current level of operations of Genus SA, Brazil, the board of directors had, at their
meeting held on November 14, 2014, accorded their consent to write off such investment, subject to necessary compliances and
approvals. During the year, management has assessed the requirements for approvals for write off the investment and is in the
process of completing the necessary formalities in this regard.

Further, the entire value of such investment was provided for in the previous year and the Company does not expect any recovery
or to incur any further obligation in respect of such investment.

On October 29, 2009 a blast / fire incident had taken place at IOCL depot adjoining to Jaipur unit of the Company. The Company
had suffered loss of assets due to such blasts and had filed a claim of damages with IOCL. The Company had received
compensation/ad hoc relief from IOCL through RIICO aggregating to Rs. 1,417.62 lacs in July 2010 against submission of bank
guarantee as per the order/direction of Hon''ble Rajasthan High Court (''RHC''). The Company has filed writ petition in High court
and the RHC had further passed an order allowing the Company''s writ petition on April 29, 2011. The said order was challenged by
RIICO Ltd in writ revision petition dated May 20, 2011. The RIICO Ltd had then filed D.B. Special Appeal (writ) on May 14, 2013
against the orders of RHC and the matter was sub-judice.

The Company has been confident of receiving the entire claim made, however, during the previous year the matter has been settled
and the Company received Rs. 240.86 lacs as final relief towards the damages claimed by the Company in addition to the amount
received earlier. The Company has disclosed the same as "extra-ordinary item.

1. Employee Stock Option Plan

a. Employee Stock Option Scheme "ESOS-2012"

The Company has reserved issuance of 7,945,000 (March 31, 2015: 7,945,000) equity shares of face value of Re.1 each for offering
to eligible employees of the Company under Employees Stock Option Scheme-2012 (ESOS-2012). In the earlier years, the Company has
granted 2,840,300 options which includes 1,815,600 options at a price of Rs.7 per option (adjusted for shares issued pursuant to
scheme of arrangement), 582,000 options at a price of Rs.6 per option (adjusted for shares issued pursuant to scheme of
arrangement) and 442,700 options at a price of Rs.27.10 per option. The options would vest over a maximum period of 6 years or
such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified
criteria.

c. Notes:

1 The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.

2 Percentage of plan assets as investments with insurer is 100%.

3 The expected rate of return on assets is based on the expectation of the average long term rate of return expected on
investments of the fund during the estimated term of the obligations.

2. Related party disclosures

Names of related parties and description of relationship

Relationship Name of the Party

Associates M.K.J. Manufacturing Private Limited

Greentech Mega Food Park Private Limited Genus Consortium

Joint ventures Genus SA, Brazil

Enterprises in the control of the Management J C Textiles Private Limited

Hi-Print Electromack Private Limited

Genus Paper & Boards Limited

Genus Innovation Limited

Genus Apparels Limited

Genus Electrotech Limited

Yajur Commodities Limited (formerly known as Virtuous

Urja Limited) (Associate upto June 30, 2014)

Key managerial personnel Mr. Ishwar Chand Agarwal

Mr. Rajendra Kumar Agarwal Mr. Jitendra Kumar Agarwal

Relatives to key managerial personnel Amit Agarwal (HUF)

Rajendra Kumar Agarwal (HUF)

3. Discontinuing operations

During the previous year ended March 31, 2015, pursuant to the approval of shareholders in the annual general meeting held on
September 29, 2014, for the disposal of the Company''s ''Home & Industrial Products'' ("HIP") division (i.e. a complete range of
Inverters/UPS, Solar PCU and Batteries) together with its assets and liabilities as a going concern on a ''slump sale'' basis for a
consideration of Rs. 4,918.00 lacs to Genus Innovation Limited, the Company has entered into an binding agreement on February
17,2015, with Genus Innovation Limited to be effective from April 1,2015. The Company has received an advance of Rs. 1,900.00
lacs towards the same in Financialyear2014 -15.

4. Leases - operating leases

Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at the
option of either of the parties. There are no sub-leases. There are no restrictions imposed by lease arrangements. The aggregate
amount of operating lease expenses recognized in the statement of profit and loss is Rs. 153.82 lacs (March 31,2015: Rs. 179.58
lacs).

5. Disclosure required under section 186 (4) of the Companies Act, 2013

Included in loans and advance are certain inter-corporate deposits the particulars of which are disclosed below as required by
section 186 (4) of Companies Act 2013:

6. Warranty expenses

The Company provides warranties for its products, undertaking to repair and replace the item that fails to perform satisfactorily
during the warranty period. A provision is recognized for expected warranty claims on products sold based on past experience of
the level of repairs and returns. The table below gives information about movement in warranty provisions.

7. The Company has spent Rs.116.98 lacs (March 31, 2015: Rs. 94.21 lacs) against total requirement of Rs. 113.56 lacs (March
31, 2015: Rs. 91.47 lacs)as per section 135 of the Companies Act, 2013. The amount contributed towards CSR activities are for
various items mentioned in Schedule VII of the Companies Act, 2013 and is as approved by the CSR Committee.

8. Previous year figures have been regrouped / reclassified, wherever necessary to conform to those of current period''s
classification.

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Mar 31, 2015

(1) The foreign currency term loan from a bank of Rs. 2,589.18 (March 31,2014: Rs. 3,279.45) is secured by first exclusive charge on the entire fixed assets ol the Company's Jaipur Unit-ll situated at Plot No.SP-1 -2317, Ramchandpura, Sitapura extension, Jaipur (Rajasthan) and Haridwar Unit—II situated at Plot No.9 Sector-2, SIDCUL, Haridwar (Uttarakhand) including immovable properties, present and future acquired out of the said loan and unconditional irrevocable personal guarantees of promoter directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar AgarwaL Interest will be paid at 6 month USD Libor 280 BPS p.a. payable quarterly (Libor to reset quarterly). The effective weighted average interest rate is 3.30% p.a. (March 31, 2014 3.34% p.a.). These loans are repayable in unequal quarterly installments starting from June 2012 and will end in May 2017.

(1) Cash credit and buyer's credit from banks of Rs. 29,581.43 (March 31,2014: Rs. 25,776.20) of the Company under consortium arrangement from Bank of Baroda, State Bank of India, Punjab National Bank, IDBI Bank Ltd, State Bank of Bikaner and Jaipur, Axis Bank and Export Import Bank of India, is secured by way of first paripassu charge on entire current assets of the Company both present and future and collateral security by way of 1 st Pari-passu charges on the entire unencumbered fixed assets of the Company and equitable mortgage of properties on pari-passu basis situated at SPL-3A & SPL-2A, Sitapura, Jaipur (Rajasthan) and Plot No.12, Sector-4 , HE Haridwar (Uttrakhand) and further secured by personal guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwal and Mr.Vishnu Todi. The rate of interest is 10.50% to 12.25% p.a. (March 31,2014:11.50% to 11.75%) and for buyer credit is LIBOR 0.35% (March 31,2014: LIBOR 0.50%).

(2) Bills discounting of Rs. 1,375.36 (March 31,2014:1,890.72) of the Company carries an average interest rate of 10% (March 31,2014:10.50%). This facility is secured by personals guarantee of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwaland Mr.Vishnu Todi.

(3) Bills discounting of Rs. 2,382.95 (March 31,2014: Nil) of the Company carries an interest rate calculated at Base Rate of SBI with credit period of upto 90 days. This facility is secured by personals guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwal and Mr.Vishnu Todi.

1. Capital and other commitments

Estimated amount of contracts (net of advances) remaining to be executed ton capital account and not provided for Rs. 256.92 (March 31,2014: Rs. 685.26)

2. Contingent liabilities

Particulars March 51,2015 March 51,2014

a. Bank Guarantee issued by Banks and against which margin money of 5,922.00 8,484.48 Rs. 1,699.36 (March 31, 2014: Rs. 1,767.73) was provided in the form of Fixed deposits.

b. Corporate guarantee to banks to secure the credit facilities of others. 25,000.00 25,000.00

c. Outstanding letter of credit issued by Banks against which margin 3,273.17 1,512.09 money of Rs. 137.14 (March 31, 2014: Rs. 71.69) was provided in the form of Fixed deposits

d. Claims arising from disputes not acknowledged as debts - indirect 4,219.33 3,529.54 taxes (excise duty, custom duty and service tax)

e. Claims arising from disputes not acknowledged as debts - direct taxes 4,027.79 3,215.96

f. Claims against the Company not acknowledged as debts 76.17 683.77

On October 29,2009 a blast / fire incident had taken place at IOCL depot adjoining to Jaipur unit of the Company. The Company had suffered loss of assets due to such blasts and had filed a claim of damages with IOCL The Company had received compensation/ad hoc relief from IOCL through RIICO aggregating to Rs. 1,417.62 in July 2010 against submission of bank guarantee as per the order/direction of Hon'ble Rajasthan High Court CRHC). The Company has filed writ petition in High court and the RHC had further passed an order allowing the Company's writ petition on April 29, 2011. The said order was challenged by RIICO Ltd in writ revision petition dated May 20, 2011. The RIICO Ltd had then filed D.B.Special Appeal (writ) on May 14, 2013 against the orders of RHC and the matter was sub-judice.

The Company has been confident of receiving the entire claim made, however, during the current year the matter has been settled and the Company received Rs. 240.86 as final relief towards the damages claimed by the Company in addition to the amount received earlier. The Company has disclosed the same as "extra-ordinary item".

3. Employee Stock Option Plan

a. Employee Stock Option Scheme "ESOS-2012" (Amounts are in Indian Rupees)

The Company has reserved issuance of 7,945,000 (March 31, 2014: 7,945,000) equity shares of face value of Re.1 each for offering to eligible employees of the Company under Employees Stock Option Scheme-2012 (ESOS-2012). During the year, the Company has granted 442,700 options at a price of Rs. 27.10 per option. In the earlier years, the Company has granted 2,397,600 options, which includes 1,815,600 options at a price of Rs.7 per option (adjusted for shares issued pursuant to scheme of arrangement), 582,000 options at a price of Rs.6 per option (adjusted for shares issued pursuant to scheme of arrangement). The options would vest over a maximum period of 6 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.

The details of options outstanding of ESOS-2012:

b) Disclosures related to defined benefit plan

The Employees' Gratuity Fund Scheme managed by a trust is a defined benefit gratuity plan which is administered through Group Gratuity Scheme with Life Insurance Corporation of India. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service.

c) Notes:

1. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market

2. Percentage of plan assets as investments with insurer is 100%.

3. The expected rate of return on assets is based on the expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

4. In respect of the amounts mentioned under section 125 of the Companies Act, 2013 there are no dues that are to be credited to the investor education and protection fund as at March 31, 2015 Rs. Nil (March 31, 2014: Rs. Nil).

4. Related party disclosures

Names of related parties and description of relationship

Relationship

Name of the Party

Associates

M.KJ. Manufacturing Private Limited

Green tech Mega Food Park Private Limited

Genus Consortium

Joint ventures

Genus SA, Brazil

Enterprises in the control of the Management

J C Textiles Private Limited

Hi-Print Electro mack Private Limited

Genus Paper & Boards Limited

Genus Innovation Limited

Genus Apparels Limited

Genus Electrotech Limited

Virtuous Urja Limited (Associate upto June 30,2014)

Key managerial personnel

Mr. Ishwar Chand Agarwal

Mr. Rajendra Kumar Agarwal

Mr. Jitendra Kumar Agarwal

Relatives to key managerial personnel

Amit Agarwal (HUF)

Rajendra Kumar Agarwal (HUF)

5. Discontinuing operations

During the year ended March 31, 2015, pursuant to the approval of shareholders in the annual general meeting held on September 29, 2014, for the disposal of the Company's 'Home & Industrial Products' ("HIP") division (i.e. a complete range of Inverters/UPS, Solar PCU and Batteries) together with its assets and liabilities as a going concern on a 'slump sale1 basis for a consideration of Rs. 4,918.00 to Genus Innovation Limited, the Company has entered into an binding agreement on February 17, 2015, with Genus Innovation Limited to be effective from April 1,2015. The Company has received an advance of Rs. 1,900.00 towards the same.

6. Scheme of arrangement

During the year ended March 31, 2014, the Hon'ble High Court of Judicature at Allahabad vide its Order dated October 29, 2013 approved the Scheme of Arrangement ("the Scheme") among Genus Paper Products Limited OGPPL1), Genus Power Infrastructures Limited CGPIL1) and Genus Paper & Boards Limited CGPBL1). The said certified Order has been filed with the Registrar of Companies, Uttar Pradesh on November 29, 2013. On this date, the Scheme became effective from the Appointed Date of April 01, 2011. All the relevant Financial Statements have been re-casted/regrouped/rearranged to conform to the said Order of the Hon'ble High Court approving the Scheme. Pursuant to the Scheme, GPPL mainly engaged in the business of manufacturing and trading of kraft papers, boards and steel (ms ingots) has been amalgamated with GPIL and the non-power infrastructures business / undertaking of GPIL has been demerged on the same day into GPBL Pursuant to the Scheme:

i. the assets, liabilities, rights and obligations of erstwhile GPPL have been vested with GPIL from the appointed date i.e., April 1, 2011 and have been recorded at their respective fair value, under the purchase method of accounting of amalgamation.

ii. 97,719,120 equity shares represent the face value of Rs. 977.19 was issued to the shareholders of GPPL on amalgamation (74,769,120 equity shares of face value of Re.1 each issued against equity share capital of the erstwhile GPPL as on April 1, 2011 and 7,350,000 equity shares of face value of Re.1 each issued against the preference share capital converted by the erstwhile GPPL during the year 2011-12 and 15,600,000 equity shares of face value of Re.1 each issued as fresh allotment against share application money received by the erstwhile GPPL during the year 2011-12), in the ratio of 24 (twenty four) fully paid-up equity shares of face value of Re.1 each of the GPIL for every 100 (hundred) fully paid-up equity shares of face value of Re.1 each of the GPPL, whose names are registered in the register of member on the record/specified date, without payment being received in cash.)

iii. excess of the fair value of net assets taken over by the GPIL over the paid-up value of equity shares issued and allotted (as referred under clause (ii) above) amounts to Rs. 17,538.59 and the same has been credited to capital reserve as prescribed in the Scheme.

v. the assets, liabilities, rights and obligations of non-power infrastructure business/undertaking of GPIL has been transferred to GPBL with effect from April 1, 2011 at their respective book value.

vi. excess of the book value of net assets transferred by the Company amounts to Rs. 27,225.00 and the same has been credited to Capital Reserve, Capital Redemption Reserve and Share Premium, respectively as prescribed in the Scheme.

viii. considerable impact of transactions (i.e. Rs. 1,905.65) entered into on behalf of demerged business/undertaking after the appointed date i.e., April 01, 2011 has been accounted for in the books of account.

7. Leases - operating leases

Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at the option of either of the parties. There are no sub-leases. There are no restrictions imposed by lease arrangements. The aggregate amount of operating lease expenses recognised in the statement of profit and loss is Rs. 179.58 (March 31, 2014: Rs. 190.65).

a. Contingent liabilities of the above joint venture Rs. Nil (December 31, 2013: Rs Nil).

b. Capital commitments of the above joint venture Rs. Nil (December 31, 2013: Rs Nil)

c. All figures presented above represents Company's share only.

8. In accordance with the provisions of Schedule II of the Companies Act, 2013, the Company has revised the estimated useful lives of fixed assets with effect from April 01, 2014. Accordingly, the net-book value of the fixed assets as on April 01, 2014, is depreciated on a prospective basis over the remaining useful life, wherever applicable. This change in accounting estimate has resulted in increase in depreciation and amortization expenses for the year ended March 31, 2015 by Rs. 93.17 with a corresponding decrease in the net book value of the fixed assets and reserves and surplus of the Company.

In addition, as per the provision of Schedule II read with notification dated August 29, 2014 issued by the Ministry of Corporate Affairs, the Company has opted to charge off to statement of profit and loss the carrying amount of certain fixed assets, amounting to Rs. 84.46, where remaining useful life was "Nil" as on April 01, 2014.

9. The Company has spent Rs. 94.21 against total requirement of Rs. 91.47 as per section 135 of the Companies Act, 2013. The amount contributed towards CSR activities are for various items mentioned in Schedule VII of the Companies Act, 2013 and is as approved by the CSR Committee.

10. Segment reporting

Primary segment

The Company is primarily engaged in the business of 'Metering & Metering Solutions', 'Power Backup including Solar Backup & Solar On-Grid Solutions', and 'Engineering, Construction and Contracts for power distribution & transmission sector', which relate to one segment only i.e. Power segment

11. Previous year figures have been audited by one of the existing joint auditors other than S.R. Batliboi & Associates LLP. Previous year figures have been regrouped / reclassified, wherever necessary to conform to those of current period's classification.

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Mar 31, 2014

Terms/ Rights attached to equity shares:

The Company has only one class of equity shares having par value of Rs.1 per share Each holder of equity shares is entitled to one vote per share The Company declares and pays dividends In Indian rupees The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts The distribution will be in proportion to the number of equity shares held by the shareholders.

Shares reserved for issue under options:

The Company has reserved issuance of 79,45,000 (Previous year 79,45,000) Equity Shares of face value of Rs.1 each for offering to eligible employees of the Company under Employees Stock Option Scheme-2012 (ESOS-2012) During the year, the Company has not granted any options to the eligible employees [Previous year 23,97,000 options, which includes 18,15,600 options at a price of Rs.7 per option (adjusted for shares issued pursuant to scheme of arrangement) and 5,82,000 options at a price of Rs.6 per option (adjusted for shares issued pursuant to scheme of arrangement) plus all applicable taxes, as may be levied in this regard on the Company The options would vest over a maximum period of 6 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.

Long-term borrowings:

Notes:

(1) Term Loan (ECB i.e External Commercial Borrowings) of Rs.3,279.45 Lacs (Previous Year: Rs.3,577.01 Lacs) Is secured by first exclusive charge on the entire fixed assets of Company’s Jaipur Unit-ll situated at Plot No SP-1-2317, Ramchandpura, Sitapura extension, Jaipur (Rajasthan) and Haridwar Unit-ll situated at Plot No.9, Sector-2, SIDCUL, Haridwar, (Uttarakhand) including immovable properties, present and future acquired out of ECB and personal guarantees of promoter directors.

(2) Vehicle loans from banks and non banking financial companies are secured by way of hypothecation of the vehicles financed by them under the finance scheme.

(3) Interest on ECB will be paid at 6 month USD Libor 280 BPS p.a payable quarterly (Libor to be reset quarterly).

Short-term borrowings:

Notes:

(1) Cash credit, working capital loans and foreign currency loans of Rs.25,048.28 Lacs (Previous Year: Rs.23,357.71 Lacs) under consortium arrangement from Bank of Baroda, State Bank of India, Punjab National Bank, IDBI Bank Ltd, State Bank of Bikaner and Jaipur, Axis Bank and Export Import Bank of India are secured byway of hypothecation of stocks and book debts of the Company, both present and future, on first pari passu basis, and collateral security by way of 1st pari-passu charges on the entire unencumbered fixed assets of the Company and equitable mortgage of properties on pari-passu basis situated at SPL-3A & SPL-2A, Sitapura, Jaipur and Plot No.12, Sector-4, IIE Haridwar and further secured by personal guarantee of some of the promoter directors and others.

Contingent liabilities and commitments (to the extent not provided for):

(i) Capital commitments:

PARTICULARS As at As at March 31, 2014 March 31, 2013 (Rs. in Lacs) (Rs. in Lacs)

The estimated amount of contracts remaining to be executed on capital account, to the extent not provided for (net of advances) 685.26 591.78

(ii) Contingent liabilities (to the extent not provided for):

PARTICULARS As at As at March 31, 2014 March 31, 2013 (Rs. in Lacs) (Rs. in Lacs)

Claims (net of counter claim filed by the Company) made against the Company but not acknowledged as debts as these are not tenable in the opinion of the management of the Company. 683.77 199.28

Corporate guarantees to banks / financial institutions to secure the credit facilities of associate. 25,000.00 18,500.00

Bank guarantee facility availed from bank for associate. 500.00 500.00

Counter guarantees given by the Company against Bank Guarantees issued by banks and against which margin money of Rs. 1,767.73 Lacs (Previous Year: Rs. 1,698.43 Lacs) was provided in the form of FDRs. 41,390.38 40,194.49

Letters of credit outstanding at the end of the year, against which material was to be received and against which margin money of Rs. 71.69 Lacs (Previous Year Rs. 117.77 Lacs) was given in the form of FDRs. 1,512.09 2,349.18

Income-tax demands contested in appeals. (In view of the settled case laws, decisions of appellate authorities in earlier years on similar issues in favour of company and/or on merits, the management is of the opinion that no material impact is likely to result.) 3,215.96 2,344.60

Disputed demand of excise and service tax against which Rs.135.70 Lacs (Previous Year: Rs.131.72 Lacs) deposited under protest. (No provision has been made in accounts since the Company has disputed the said demands and filed the appeals with the respective appellate authorities.) 243.96 248.64

Disputed demand of custom duty (The custom assessing officer taking misinterpretation of case has changed the classification in other sub-heading and created demand. The Company had deposited entire amount under protest and filed an appeal against the order and the same is under consideration of Commissioner Customs (Appeal)). 62.97 -

Disputed demand of CST and VAT against which Rs.417.69 Lacs (Previous Year: Rs.331.00 Lacs) deposited under protest. (In opinion of the management, no provision is considered necessary for disputed demands on the grounds that there are reasonable chances of successful outcome of appeals filed with the respective appellate authorities.) 3,222.61 2,046.83

The compensation/adhoc relief from IOCL through RIICO was received in July, 2010 on account of blast/ fire incident on October 29, 2009 at IOCL depot adjoining to Jaipur unit of the Company. The same has been charged to revenue. However, the RIICO Ltd has further filed D.B. Special Appeal (Writ) on May 14, 2013 against the orders of RHC and decision is still pending. 1,417.62 1,417.62

Disclosure of employee benefits (pursuant to revised Accounting Standard 15):

(i) Defined contribution plan:

The Company''s contributions paid/payable to Provident Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and Other Funds, are determined under the relevant approved schemes and/or statutes and are recognized as expense in the statement of profit and loss during the period in which the employee renders the related service There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities The contribution to Provident Fund and Other Funds of Rs.271.53 Lacs (Previous Year: Rs.279.41 Lacs) is recognised as expenses in the statement of profit and loss.

(ii) Defined benefit plan:

Gratuity: The Company makes annual contributions to the ''Employee Group Gratuity-cum-Life Assurance (Cash Accumulation) Scheme'' of Life Insurance Corporation of India, a funded defined benefit plan for qualifying employees Gratuity is payable to all eligible employees on retirement, death oron leaving service in terms of the provisions of the Payment of Gratuity Act, 1972.

Leave encashment: Leave encashment is payable to eligible employees who have earned leaves, during the employment and/or on separation as per the Company’s policy Leave encashment benefits to eligible employees has been ascertained on actuarial basis and provided for.

Amount Transferred to the Investor Education and Protection Fund ("IEPF"):

Pursuant to Section 205C of the Companies Act, 1956 and the Investor Education and Protection Fund (‘IEPF’) (Awareness and Protection of Investor) Rules, 2001, during the year 2013-14, a sum of Rs.5.08 Lacs (Interim Dividend for the year 2005-06) being unpaid/unclaimed dividend for a period of 7 years, have been transferred to the IEPF.

The Company is primarily engaged in the business of ''Metering & Metering Solutions'', ''Power Backup including Solar Backup & Solar On- Grid Solutions'', and ''Engineering, Construction and Contracts for power distribution & transmission sector'', which relate to one segment only i.e Power segment.

Disclosures under the Micro, Small and Medium Enterprises Development Act, 2006:

A sum of Rs.79.16 Lacs is payable to Micro and Small Enterprises as at March 31,2014 (Previous Year: Rs.23.60 Lacs) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year and also as at March 31,2014 This information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

Scheme of Arrangement:

During the year under review, the Hon’ble High Court of Judicature at Allahabad vide its Order dated October 29, 2013 approved the Scheme of Arrangement ("the Scheme") among Genus Paper Products Limited (''GPPL''), Genus Power Infrastructures Limited (''GPIL'') and Genus Paper & Boards Limited (''GPBL'') The said certified Order has been filed with the Registrar of Companies, Uttar Pradesh on November 29, 2013 On this date, the Scheme became effective from the Appointed Date of April 01, 2011 All the relevant Financial Statements have been recasted/regrouped/rearranged to conform to the said Order of the Hon''ble High Court approving the Scheme. Pursuant to the Scheme, GPPL mainly engaged in the business of manufacturing and trading of kraft papers, boards and steel (ms ingots) has been amalgamated with GPIL and the non-power infrastructures business/undertaking of GPIL has been demerged on the same day into GPBL Pursuant to the Scheme,;

(i) the assets, liabilities, rights and obligations of erstwhile GPPL have been vested with GPIL from the appointed date i.e., April 1,2011 and have been recorded at their respective fair value, under the purchase method of accounting of amalgamation.

(ii) 9,77,19,120 equity shares represent the face value of Rs.9,77,19,120 was issued to the shareholders of GPPL on amalgamation (7,47,69,120 equity shares of face value of Rs.1 each issued against equity share capital of the erstwhile GPPL as on April 1,2011 and 73,50,000 equity shares of face value of Rs.1 each issued against the preference share capital converted by the erstwhile GPPL during the year 2011 -12 and 1,56,00,000 equity shares of face value of Rs 1 each issued as fresh allotment against share application money received by the erstwhile GPPL during the year 2011 -12), in the ratio of 24 (twenty four) fully paid-up equity shares of face value of Rs.1 each of the GPIL for every 100 (hundred) fully paid-up equity shares of face value of Rs.1 each of the GPPL, whose names are registered in the register of member on the record/specified date, without payment being received in cash.)

(iii) excess of the fair value of net assets taken over by the GPIL over the paid-up value of equity shares issued and allotted (as referred under clause (ii) above) amounts to Rs.17,538.59 Lacs and the same has been credited to capital reserve as prescribed in the Scheme.

Dividend proposed to be distributed to equity shareholders:

The Board of Directors of the Company have recommended a dividend of 10% i.e Rs.0.10 per equity share on equity shares of the face value of Rs.1 each (tax free In the hands of the shareholders) for the financial year ended March 31 2014 (Previous Year: 10% I.e Rs.0.10 per equity share of face value of Rs.1 each) The proposed dividend, if approved by the members at the Annual General Meeting, will absorb a sum of Rs.256.63 Lacs (excluding dividend tax) (Previous year: Rs.158.91 Lacs).

Capitalization of exchange differences:

The Ministry of Corporate Affairs (MCA) has Issued the amendment dated December 29, 2011 to Accounting Standard (AS) 11 ''The Effects of Changes in Foreign Exchange Rates,''to allow companies deferral/capitalization of exchange differences arising on long-term foreign currency monetary items In accordance with the amendment to AS 11 the Company has capitalized exchange loss, arising on long-term foreign currency loan, amounting to Rs.386.97 Lacs (Reflected as ''Foreign Currency Translation Reserve'' in'' Reserve & Surplus'') (Previous year: Rs.149.56 Lacs).

The previous year''s figures have been reworked, regrouped, rearranged and reclassified, wherever necessary Amounts and other disclosures for the preceding year are Included as an integral part of the current year financial statements and are to be read In relation to the amounts and other disclosures relating to the current year.

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Mar 31, 2013

1 Corporate information:

Genus Power Infrastructures Limited (referred to as "Genus" or the "Company") is primarily engaged in the business of smart metering solutions, distribution transformer metering system, smart street lighting system, inverters, on-line UPS, batteries and transformers and undertaking ''Engineering, Construction and Contracts'' projects in Power Distribution & Transmission Sector, on turnkey basis.

2 (1) Extraordinary items Rs.75.76 lac (Previous Year: Rs.Nil ) relates to followings:- (a) The compensation/adhoc relief from IOCL through RIICO aggregating to Rs.1,417.62 lac was received in July, 2010 on account of blast/fire incident on October 29, 2009 at IOCL depot adjoining to Jaipur unit of the Company against submission of bank guarantee as per the order/direction of Hon''ble Rajasthan High Court (''RHC''). The RHC has further passed order allowing our writ petition on April 29, 2011. The said order has further been challenged by RIICO Ltd in writ revision petition dated May 20, 2011.This revision petition was also rejected by RHC on February 27, 2013, hence now it charged to revenue. However, the RIICO Ltd has further filed D.B.Special Appeal (Writ) on May 14, 2013 against the orders of RHC and decision is still pending. (b) Written off Book debts of Rs.1341.86 lac, which represent various deductions made by customers in respect of sales made in earlier years.

3 Disclosure of employee benefits (pursuant to revised Accounting Standard 15): (i) Defined contribution plan:

The Company''s contributions paid/payable to Provident Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognized as expense in the statement of profit and loss during the period in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities. The contribution to Provident Fund and Other Funds of Rs.279.41 lacs (Previous Year: Rs.201.45 lacs) is recognised as expenses in the statement of profit and loss.

(ii) Defined benefit plan:

Gratuity: The Company makes annual contributions to the ''Employee Group Gratuity-cum-Life Assurance (Cash Accumulation) Scheme'' of Life Insurance Corporation of India, a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on retirement, death or on leaving service in terms of the provisions of the Payment of Gratuity Act, 1972.

Leave encashment:Leave encashment is payable to eligible employees who have earned leaves,during the employment and/or on separation as per the Company''s policy. Leave encashment benefits to eligible employees has been ascertained on actuarial basis and provided for.

4 Amount Transferred to the Investor Education and Protection Fund (''IEPF''):

Pursuant to Section 205C of the Companies Act, 1956 and the Investor Education and Protection Fund (''IEPF'') (Awareness and Protection of Investor) Rules, 2001, during the year 2012-13, a sum of Rs.5.36 lac (Interim Dividend for the year 2004-05) and Rs.2.62 lac (Final Dividend for the year 2004-05) being unpaid/unclaimed dividend for a period of 7 years, have been transferred to the IEPF. Further, the Company has also transferred the unpaid/unclaimed dividend of Rs.5.08 lac (Interim Dividend for the year 2005-06) in May, 2013.

5 The Company is primarily engaged in the business of ''Metering Solutions'', ''Engineering, Construction and Contracts in Power Distribution & Transmission Sector on turnkey basis'', ''UPS'' ''Inverter'' and Batteries, which relate to one segment only i.e. Power segment.

6 Disclosures under the Micro, Small and Medium Enterprises Development Act, 2006:

A sum of Rs.14.76 lac is payable to Micro and Small Enterprises as at March 31, 2013 (Previous Year: Rs.65.53 lac). There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year and also as at March 31, 2013. This information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7 Scheme of Arrangement:

A Scheme of Arrangement ("Scheme”) which provides for the amalgamation of ''Genus Paper Products Limited'' into ''Genus Power Infrastructures Limited'' and demerger of ''Non Power Infrastructure Undertaking/Business'' of Genus Power Infrastructures Limited into Genus Paper & Boards Limited after getting all clearances from the Board of Directors and all stakeholders/ creditors has been filed with the High Court of Judicature at Allahabad. The matter is now with the Hon''ble High Court of Judicature at Allahabad, for final approval.

8 Consolidation of accounts in respect of Subsidiary Company:

The Company does not have any material non-listed Indian subsidiary. The Company has only one subsidiary company namely ''Genus Paper & Board Limited'', which has not started any commercial activity as yet. This subsidiary is incorporated exclusively for/under the Scheme of Arrangement as discussed above. Under the said Scheme, Genus Paper Products Limited is proposed to be merged into the Company and the ''non- power infrastructure undertaking/business'' of the Company shall be demerged into a 100% subsidiary of the Company namely ''Genus Paper & Board Limited'', w.e.f. April 01, 2011 immediately after the requisite approvals of the appropriate authorities are received. The control on subsidiary company is intended to be temporary because as on the date of implementation of the said demerger scheme, the status of subsidiary company may not exist.

9 Dividend proposed to be distributed to equity shareholders:

The Board of Directors of the Company have recommended a dividend of 10% i.e. Re.0.10 per equity share on equity shares of the face value of Re.1/- each (tax free in the hands of the shareholders) for the financial year ended March 31, 2013 (Previous Year: 10% i.e. Re.0.10 per equity share of face value of Re.1/- each). The proposed dividend, if approved by the members at the Annual General Meeting, will absorb a sum of Rs.158.91 lacs (excluding dividend tax) (Previous Year: Rs.158.91 lacs).

10 Capitalization of exchange differences:

The Ministry of Corporate Affairs (MCA) has issued the amendment dated December 29, 2011 to Accounting Standard (AS) 11 "The Effects of Changes in Foreign Exchange Rates,” to allow companies deferral / capitalization of exchange differences arising on long-term foreign currency monetary items. In accordance with the amendment to AS 11, the company has capitalized exchange loss, arising on long-term foreign currency loan, amounting to Rs.149.56 lac (Reflected as ''Foreign Currency Translation Reserve'' in ''Reserve & Surplus'') (Previous year: Rs.85.13 lac).

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Mar 31, 2011

(1) The previous year's figures have been regrouped, rearranged and reclassified, wherever necessary to conform to current year's classification and/or to make it comparable.

(2) The Company is primarily engaged in the business of 'Metering Solutions', 'Engineering, Construction and Contracts in Power Distribution & Transmission Sector on turnkey basis', 'UPS', 'Inverters' and 'Transformers', which relate to one segment only i.e. Power segment.

(2) Contingent liabilities (to the extent not provided for):

(Rs. in Lacs)

S. Particulars As at As at No. 31.03.2011 31.03.2010

1 Counter guarantees given by the Company 37,554.55 34,061.69 against Bank Guarantees issued by banks and against which Margin money of Rs.1,796.36 lacs (Previous Year: Rs.1,708.26 lacs) was provided in the form of FDRs.

2 Letters of Credit outstanding at the 2,992.17 2,762.47 end of the year, against which mater -ial was to be received and against which margin money of Rs.530.44 lacs (Previous Year: Rs.574.43 lacs) was given in the form of FDRs.

3 Income-tax demands contested in 4,658.46 1,233.27 appeals.

(In view of the settled case laws, decisions of Appellate Authorities in earlier years' on similar issues in favour of company and/or on merits, the management is of the opinion that no material impact is likely to result.)

4 Disputed demand of excise and service 399.31 354.16 tax against which Rs.55.31 lacs (Previous Year: Rs.76.93 lacs) deposited under protest. (No provision has been made in accounts since the Company has disputed the said demands and filed the appeals with the respective appellate authorities.)

5 Disputed demand of CST and VAT against 446.22 1043.15 which Rs.35.11 lacs (Previous Year: Rs.150.17 lacs) deposited under protest. (In opinion of the management, no provision is considered necessary for disputed demands on the grounds that there are reasonable chances of successful outcome of appeals filed with the respective appellate authorities.)

6 Corporate Guarantees to banks / 10,200.00 5,000.00 financial institutions to secure the credit facilities.

7 Bank Guarantee facility availed 500.00 500.00 from bank for Joint Venture.

8 Claims (Net of counter claim filed 208.13 162.31 by the Company) made against the Company but not acknowledged as debts as these are not tenable in the opinion of the management of the Company.

(3) The information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. There are no overdue to parties on account of principal amount and/or interest and accordingly no additional disclosures have been made.

(4) Out of 1,10,00,000 (restated on account of split of shares) convertible warrants issued to one of the promoters of the Company, 40,00,000 warrants were converted into 40,00,000 fully paid-up equity share of Re.1/- each at a price of Rs.19/- per equity share including a premium of Rs.18/- per share on 11th February, 2011. The aforesaid equity shares rank pari passu in all respects including dividend with the existing equity shares of the Company.

(5) During the year under review, the Company has splitted/sub-divided its equity shares of the face value of Rs.10/- each into ten equity shares of face value of Re.1/- each in order to improve the liquidity of the Company's shares in the stock market and to make it affordable to the small investors to purchase the equity shares of the Company.

(6) Expenses amounting to Rs.4.91 lacs (Previous Year: Rs. 11.65 lacs) related to earlier years have been debited to the respective heads in the Profit and Loss Account.

(7) Extraordinary items represent the insurance claim of Rs.631.07 lacs (Net of Taxes) (Gross of Rs.788.17 lacs) received from insurance company towards loss of assets in a fire/blast incidence at IOCL depot adjoining to Jaipur unit of the Company on 29th October, 2009.

(8) The compensation/adhoc relief from IOCL through RIICO aggregating to Rs.1,417.62 lacs received in July, 2010 on account of blast/ fire incident on 29th Oct., 2009 at IOCL depot adjoining to Jaipur unit of the Company against submission of Bank Guarantee as per the order/direction of Hon'ble Rajasthan High Court ('RHC'). The RHC has passed order allowing our writ petition on 29-04-2011. The said order has further been challenged by RIICO Ltd. in writ revision petition dated 20-05-2011 and the same is under consideration of RHC. In view of above, the said adhoc relief is subject to final decision of Hon'ble Rajasthan High Court, hence it has not been charged to Revenue.

(9) Outstanding balances of Debtors, Creditors, Loans and Advances are subject to confirmation/reconciliation.

(10) Pursuant to Section 205A(5) of the Companies Act, 1956 and the Investor Education & Protection Fund (Awareness & Protection of Investor) Rules, 2001, during the year 2010-11 a sum of Rs.4.25 lacs being unclaimed/ unpaid dividend for the year 2002-03 has been transferred to the Investor Education & Protection Fund.

(11) Related Party Disclosures:

As required by Accounting Standard-18, the disclosure of transactions with the related parties as defined in the Accounting Standard, are given below:

(a) List of related parties with whom the Company has entered into transactions during the year:

Key Management Personnel

- Mr. I.C. Agarwal - Mr. Kailash Chandra Agarwal (w.e.f. 24.01.2011)

- Mr. Rajendra Kumar Agarwal - Mr. Jitendra Kumar Agarwal

- Mr. Giriraj Kishore Sharma

Relatives of Key Management Personnel

- R.K. Agarwal-HUF - J.K. Agarwal-HUF

Enterprises where the key managerial personnel along with their relatives exercise significant influence

- Genus Electrotech Ltd. - Kailash Coal And Coke Company Ltd.

- Genus Innovation Ltd. - Genus Apparels Ltd.

- Vivekshil Dealers Pvt. Ltd. - Genus International Commodities Ltd.

- Jay Narayan Bajranglal Todi - L.M. Sagar Exports Trust

- Hi-Print Electromack Pvt. - Amit Agarwal (HUF) Ltd.

- Virtuous Urja Ltd. - J C Textile Pvt. Ltd.

- K.C. Electrometers

Associates / Joint Venture

- M.K.J. Manufacturing Pvt. - Genus Paper Products Ltd. Ltd.

- Virtuous Infra Limited - Genus S.A., Brazil

- Genus Consortium

(21) Disclosure of Employee Benefits (Pursuant to Accounting Standard-15 (Revised)):

(a) Defined Contribution Plan:

The Company's contributions paid/payable to Provident Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognized as expense in the Profit and Loss Account during the period in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

Contribution to Provident Fund and Other Funds: Rs.188.57 lacs (Previous Year Rs.153.32 lacs) is recognised as expenses and included in “Employees' Remuneration and Benefits” – Schedule-14 in the Profit and Loss Account.

(b) Defined Benefit Plan:

Gratuity: The Company makes annual contributions to the 'Employee Group Gratuity-cum-Life Assurance (Cash Accumulation) Scheme' of Life Insurance Corporation of India, a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on retirement, death or on leaving service in terms of the provisions of the Payment of Gratuity Act, 1972.

Leave encashment is payable to eligible employees who have earned leaves, during the employment and/or on separation as per the Company's policy. Leave encashment benefits to eligible employees has been ascertained on actuarial basis and provided for.

(vi) Investment details:

Gratuity amount invested in cash accumulation scheme of LIC of India.

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Mar 31, 2010

(1) The previous years figures have been regrouped, rearranged and reclassified wherever necessary.

(2) The Company is primarily engaged in business of Electronic Energy Metering, Engineering, Construction & Contracts Projects of Power Sector on turnkey basis, UPS, Inverters, Poles and Transformers, which relate to one segment only i.e. Power segment.

(3) The information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company. There are no overdue to parties on account of principal amount and/or interest and accordingly no additional disclosure have been made.

(4) Contingent liabilities not provided for, in respect of:

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) is Rs.270.31 lacs (Previous year Rs.30.01 lacs).

(b) Counter guarantees given by the company against Bank Guarantees issued for Rs.34061.69 lacs (previous year Rs.31504.47Iacs). Margin money provided in the form of FDRs of Rs.1708.26 lacs (Previous year Rs.2626.75 lacs).

(c) Letter of Credit opened and pending at the end of the year for Rs. 2762.47 lacs (Previous year Rs.2775.37 lacs) against which material was to be received and against which margin money in the form of FDRs were Rs.574.43 lacs (Previous year Rs.745.90 lacs).

(d) Income-tax demands of Rs.1233.27 lacs (net of refund) (Previous year Rs.344.32 lacs) in respect of earlier years are pending on certain disallowances. The management is of the opinion that in view of the settled case laws, decision of Appellate Authorities in earlier years on similar issues in favour of the Company and/or on merits, no material impact is likely to result.

(e) Disputed demand of excise and service tax of Rs.354.16 lacs (Previous year Rs.84.68 lacs) against which Rs.76.93 lacs (Previous year Rs.76.93 lacs) deposited under protest. No provision has been made in accounts since company disputed the demands and appealed with the respective Appellate Authorities.

(f) Disputed demand of CST and VAT of Rs.1043.15 lacs (Previous year Rs.290.46 lacs) against which Rs.150.1 7 lacs (Previous year Rs.6.32 lacs) deposited under protest. In opinion of the management, no provision is considered necessary for disputed demands on the grounds that there are reasonable chances of successful outcome of appeals filed with the respective Appellate Authorities.

(g) Customs duty demand of Rs. Nil (Previous years Rs.12.40 lacs) on account of non fulfillment of export obligation in respect of EPCG license.

(h) The company has given corporate guarantee of Rs.5000.00 lacs (Previous year Rs.3600.00 lacs) to Axis Bank against non fund based Iimit to M/s Virtuous Urja Ltd.

(i) The company has been availing bank guarantee facility of Rs.500.00 lacs (Previous year Rs.500.00 lacs) from SBBj for joint Venture Company i.e. M/s Genus Consortium.

(j) Certain claims made against the Company amounting to Rs.162.31 lacs (Previous year Rs.138.53 lacs), which the management of the Company believes are not tenable and hence these claims have not been acknowledged as debts.

(5) An amount equivalent to the 25% (Rs.522.50 lacs) of the consideration determined in terms of regulation 76 of SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009, received towards subscription money for allotment of 1100000 convertible warrants at a price of Rs.190/- per equity share (including a premium of Rs.180/- per share) to M/s. Vivekshil Dealers Pvt. Ltd. (one of the promoters of the Company).

(6) During the year, the Company has redeemed 88 Unsecured NCDs (Non Convertible Debentures) of face value of Rs.100.00 lacs each for an aggregate face value of Rs.8800.00 lacs.

(7) During the year, the Company has redeemed, 500000 - 10% RedeemabIe Preference Shares of Rs.100/- each for an aggregate face value of Rs.500.00 lacs. The said preference shares were redeemed out of the preference shares capital redemption reserves account created out of profits of the Company.

(8) Expenses amounting to Rs.11.65 lacs related to earlier years have been debited to the respective heads in the profit & loss account.

(9) Extraordinary/Exceptional items of Rs.2507.25 lacs consist of loss of assets due to fire/blast incident at IOCL depot adjoining to jaipur unit of the Company. The details of the said losses are asunder:

. Fixed Assets (at WDV) amounted to Rs.943.78 lacs (Cross value of Rs.2454.73 lacs).

. lnventories of Rs.1135.06 Iacs.

. Expenditure/provisions on repair of partly damaged assets of Rs.428.41 lacs.

The assets of the company were insured and accordingly the claim of Rs.3636.68 lacs has been filed with the Insurance Company and the same is pending as on date. The loss due to fire/blast as stated above, has been debited to the Profit & Loss Account. The amount of claim as and when received shall be credited to the Profit & Loss Account in due course.

(10) Event occurring after the date of Balance Sheet:

. Compensation /adhoc relief from IOCL through RIICO aggregating to Rs.1417.62 lacs received in July, 2010 on account of blast/ fire incident on 29th Oct., 2009 at IOCL depot adjoining to Jaipur unit of the Company against submission of Bank Guarantee as per the order/direction of Honble Rajasthan High Court. The said adhoc relief is subjectto the final decision of Honble Rajasthan High Court.

(11) Outstanding balances of Debtors, Creditors and Loans &Advances are subject to confirmation / reconciIiation.

(12) Pursuant to section 205C of the Companies Act, 1956 and the Investor Education & Protection Fund (Awareness & Protection of Investor) Rules, 2001, during the year 2009-10 a sum of Rs.7.74 lacs being unclaimed/ unpaid dividend for the year 2001-02 has been transferred to the Investor Education& Protection Fund.

(13) Related party Disclosures:

1. Related Party Disclosures, as required by Accounting Standard 18, "Related Party Disclosures", issued by the Institute of Chartered Accountants of India are given below:

(a) Key Management Personnel : Mr. I.C.Agarwal

: Mr. Rajendra Kumar Agarwal : Mr. jitendra Kumar Agarwal : Mr. Ciriraj Kishore Sharma

(b) Relatives of Key Management Personnel: Nil

(c) Other Associates : M.K.j. Manufacturing Pvt. Ltd.

: Genus Consortium

(d) joint Venture : Genus S.A, Brazil

(e) Enterprises where the key managerial personnel along with their relatives exercise significant influence:

: Genus Electrotech Ltd.

: Genus Apparels Ltd.

: Genus Paper Products Ltd

: Genus Innovation Ltd.

: Genus International Commodities Ltd.

: KaiIash Coal & Coke Company Ltd.

: jay Narayan BajrangIaI Todi Trust

: L.M.Sagar Exports

: Hi-Print Electromack Pvt. Ltd.

: Amit AgarwaI (HUF)

: R.K. Agarwal (HUF)

: Virtuous Urja Ltd.

: jC TextiIe Pvt. Ltd.

: K.C. Electrometers

: Virtuous Infra Ltd.

: VivekshiI Dealers Pvt. Ltd.

The Company holds 4488000 ordinary shares of R$ 0.5504 each, 1300000 ordinary shares of R$ 1.000 each and 28940000 ordinary shares of® R$ 0.1382 each. The Companys interest in the joint ventures is reported as Long Term Investment (ScheduIe-6) and stated at cost.

(14) Disclosure pursuant to Accounting Standard-15 (Revised)- Employee Benefits

Defined Benefit Plan (Gratuity):

The foIIowing tables summaries the components of the net benefit expenses recognised in the Profit and Loss Account, the funds status and amount recognised in the Balance Sheet for the Cratuity Benefit Plan.