Shareholders meeting

September 03, 2026 BSE Limited National Stock Exchange of India Ltd. (Corporate Relationship Department), (Listing & Corporate Communications), 1st Floor, P.J. Towers, Exchange Plaza, Plot no. C/1, G Block, Dalal Street, Fort, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai - 400 051 Fax No.: 022-22723719 / 22723121 / 22722039 Fax No: (022) 26598237 / 38 E-mail: corp.compliance@bseindia.com E-mail: cc_nse@nse.co.in Scrip Code: 538961 Symbol: GENUSPAPER Dear Sir(s), Sub: Notice of the 15th Annual General Meeting for the financial year 2025-26 and E-voting particulars Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, please find attached herewith the Notice of 15th Annual General Meeting (“AGM”) of the Company scheduled to be held on Friday, September 25, 2026 at 03:00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) for the Financial Year 2025-26, in compliance with the applicable provisions of the Companies Act, 2013 (“Act''), SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), SEBl and MCA Circulars respectively. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. The facility of casting votes by a member using remote e-voting as well as the e-voting system during the AGM will be provided by Central Depository Services (India) Limited (“CDSL”). The Register of Members and the Share Transfer Books of the Company shall remain closed from Saturday, September 19, 2026 to Friday, September 25, 2026 (both days inclusive), for the purpose of 15th Annual General Meeting of the Company. The remote e-voting period shall commence on Tuesday, September 22, 2026 (9:00 A.M.) (IST) and end on Thursday, September 24, 2026 (5:00 P.M.) (IST). During this period, shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, September 18, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. The detailed instructions for e-Voting process are given in the Notes forming part of the Notice of the AGM. We request to kindly take the same on record. Thanking you, Yours truly For Genus Paper & Boards Limited Kunal Nayar Company Secretary Encl: A/a GENUS PAPER & BOARDS LIMITED NOTICE Notice is hereby given that the 15th Annual General Meeting of GENUS PAPER & BOARDS LIMITED will be held on Friday, 25th September, 2026 at 03.00 p.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31st March, 2026, the reports of the Board of Directors and Auditors thereon. 2. To appoint Director in place of Mr. Surya Prakash Sinha (having DIN 06530766), who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS 3. TO APPROVE THE RE-APPOINTMENT OF MR. KAILASH CHANDRA AGARWAL AS MANAGING DIRECTOR & CEO To consider and, if thought fit, to pass, with or without modification, the following resolution as a SPECIAL RESOLUTION: - “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 read with Schedule V and other applicable provisions, if any of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. Kailash Chandra Agarwal (DIN: 00895365) as Managing Director & CEO of the Company upon terms and conditions including remuneration as set out in the explanatory statement accompanying to the notice. RESOLVED FURTHER THAT Mr. Kailash Chandra Agarwal shall be the Key Managerial Personnel of the Company w.e.f. 01st August, 2026 during his tenure as Managing Director & CEO of the Company in terms of Section 203 of the Companies Act, 2013. RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘board’) and/or any committee thereof be and is hereby authorized to vary and/or modify the terms and conditions of appointment and remuneration within the limits as prescribed in Schedule V of the Companies Act, 2013 including any amendment, modification, variation or re-enactment thereof, as may be agreed between the board and Mr. Kailash Chandra Agarwal. RESOLVED FURTHER THAT in the event of any loss, absence or inadequacy of the profits of the Company in any financial year, remuneration payable to Mr. Kailash Chandra Agarwal shall be governed by Section II of Part II of Schedule V of the Companies Act, 2013, or any modification(s) thereto. RESOLVED FURTHER THAT any revision in the remuneration payable to Mr. Kailash Chandra Agarwal shall be within the overall limits as approved by the Members in terms of this resolution and as recommended by the Nomination and Remuneration Committee to the board for its approval, from time to time. RESOLVED FURTHER THAT the board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any committee of directors to give effect to the aforesaid resolution.” Registered Office: For and on behalf of Board of Directors Village Aghwanpur, Kanth Road For Genus Paper & Boards Limited Moradabad-244001 CIN: L21098UP2012PLC048300 Kailash Chandra Agarwal Place: Moradabad Managing Director & CEO Date: August 29, 2026 DIN-00895365 PAGE | 01 NOTICE OF 15TH AGM - 2025-26 AGM NOTICE NOTICE (Contd.) NOTES: 1. Pursuant to General Circulars Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”) and in compliance with the provisions of the Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Annual General Meeting (“AGM” or “Meeting”) of the Company is being conducted through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. The AGM of the Company is being convened through VC/OAVM in compliance with the applicable provisions of the Act read with all the applicable MCA Circulars and SEBI Circulars. The deemed venue for the AGM shall be the Registered Office of the Company. 2. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held through VC/OAVM, physical attendance of members has been dispensed with in accordance with the MCA Circulars/ SEBI Circulars. Accordingly, the facility for appointment of proxies by the members will not be available for this AGM, and hence the proxy form and attendance slip are not annexed to the Notice of AGM (“the Notice”). 3. The explanatory statement, pursuant to Section 102(1) of the Act and Secretarial Standard-2 (“SS-2”) issued by the Institute of Company Secretaries of India (“the ICSI”) as approved by the Central Government on General Meetings (setting out material facts relating to the speci [Showing first 8,000 characters — download PDF for full document]