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October 28, 2026 BSE Limited, National Stock Exchange of India Ltd., (Corporate Relationship Department), (Listing & Corporate Communications), 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. BSE Code: 530343 NSE Symbol: GENUSPOWER Subject: Cash offer for buyback of equity shares of face value of Re. 1 each (“Equity Shares”) by Genus Power Infrastructures Limited (“Company”) at a price of Rs. 312 per Equity Share not exceeding 47,50,000 (Forty Seven Lakhs and Fifty Thousand) Equity Shares, through the tender offer process, pursuant to the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended and the Companies Act, 2013, as amended Dear Sir/Madam, The board of directors of the Company (the “Board”) at their meeting held on October 26, 2026 has approved the Buyback of 47,50,000 (Forty Seven Lakhs and Fifty Thousand) Equity Shares of the Company, from the equity shareholders of the Company on a proportionate basis who hold Equity Shares as on the record date, being, October 30, 2026, through the ‘Tender Offer’ route on a proportionate basis, in accordance with the provisions of Sections 68, 69, 70 and all other applicable provisions if any, of the Companies Act, 2013, as amended (“Companies Act, 2013”), the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014 to the extent applicable, and in compliance with the, Securities and Exchange Board of India (Buy -Back of Securities) Regulations, 2018, as amended (the “SEBI Buyback Regulations”) for an aggregate consideration not exceeding 25% of the fully paid-up share capital and free reserves as per the audited financial statements of the Company for the financial year ended March 31, 2026 on a proportionate basis (“Buyback”). We inform you that the Promoters and members of the Promoter Group of Genus Power Infrastructures Limited have expressed their intention not to tender their equity shares in the proposed buyback of equity shares of the Company. With respect to the captioned Buyback, in terms of Regulation 5(vii) of the Buyback Regulations, we hereby enclose a certified true copy of the board resolution passed by the Board at their meeting held on October 26, 2026 as Annexure I. In accordance with Regulation 7(ii) of the Buyback Regulations, we are filing with you the newspaper clipping of the public announcement dated October 27, 2026 published on October 28, 2026 made by the Company in relation to the Buyback (“Public Announcement”), as Annexure II. The Public Announcement dated October 27, 2026 was made by the Company on October 28, 2026 in the following newspapers, pursuant to Regulation 7(i) of the Buyback Regulations. Genus Power Infrastructures Limited Corporate Office: Registered Office: (A Kailash Group Company) SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, G-123, Sector-63, Noida, Corporate Id entity Number Jaipur-302022 , (Raj.), India Uttar Pradesh-201307 (India) L51909UP1992PLC051997 T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 T. +91-120-2581999 E. info@genus.in • W. www.genuspower.com E. info@genus.in Name of the Newspaper Newspaper’s Language Editions Business Standard English All editions Business Standard Hindi# All editions #Hindi also being the regional language of Noida, Uttar Pradesh wherein the registered office of the Company is located. This is for your information and records. This information will also be hosted on the Company’s website, at www.genuspower.com. Yours sincerely, For Genus Power Infrastructures Limited (Puran Singh Rathore) Joint Company Secretary & Compliance Officer Encl. as above Genus Power Infrastructures Limited Corporate Office: Registered Office: (A Kailash Group Company) SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, G-123, Sector-63, Noida, Corporate Id entity Number Jaipur-302022 , (Raj.), India Uttar Pradesh-201307 (India) L51909UP1992PLC051997 T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 T. +91-120-2581999 E. info@genus.in • W. www.genuspower.com E. info@genus.in Annexure I CERETIFIED TRUE COPY OF THE RESOLUTIONS PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF GENUS POWER INFRASTRUCTURES LIMITED (“COMPANY”) HELD ON MONDAY, OCTOBER 26, 2026 AT 3:00 P.M. AT THE CORPORATE OFFICE OF THE COMPANY. “RESOLVED THAT in accordance with Article 56 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70, 179 and all other applicable provisions, if any, of the Companies Act, 2013, as amended (the “Act”), the Companies (Share Capital and Debentures) Rules, 2014 (the “Share Capital Rules”), the Companies (Management and Administration) Rules, 2014 (the “Management Rules”), the Companies (Meetings of Board and its Powers) Rules, 2014 and other relevant rules made thereunder, each as amended from time to time, and the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“LODR Regulations”), and subject to such other approvals, permissions, consents, sanctions and exemptions of the Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), being the stock exchanges on which the Equity Shares of the Company are listed (together, the “Stock Exchanges”), the Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs (“MCA”), Registrar of Companies (the “RoC”), and/or other governmental, regulatory, statutory or appropriate authorities, institutions or bodies (together with SEBI, the Stock Exchanges, RBI, MCA and, the RoC the “Appropriate Authorities”), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by them while granting such approvals, permissions, consents, sanctions and exemptions, which may be agreed to by the Board of Directors of the Company (the “Board”, which term shall be deemed to include the Buyback Committee (as defined below) and/or any other committee or officials which the Board may constitute or authorise to exercise its powers, including the powers conferred by this resolution), the consent of the Board be and is hereby accorded for the buyback by the Company of up to 47,50,000 (Forty Seven Lakhs and Fifty Thousand Only) fully paid-up equity shares of face value of ₹1 (Rupee One only) each (the "Equity Shares"), representing up to 1.56% of the total number of issued, subscribed and paid-up Equity Shares of the Company, at a price of ₹312.00 (Rupees Three Hundred and Twelve only) per fully paid-up Equity Share payable in cash (the “Buyback Price”), for an aggregate amount of up to ₹148.20 Crores (Rupees One Hundred Forty Eight Crores and Twenty Lakhs only), excluding any expenses incurred or transaction costs incurred or to be incurred for the Buyback viz. brokerage costs, fees, turnover charges, taxes such as securities transaction tax and goods and services tax (if any), stamp duty, advisors/ legal fees, filing fees, intermediary fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes and other incidental and related expenses (“Transaction Costs”) (such amount, the “Buyback Size”), representing up to 6.77% and 6.72% of the aggregate of the fully paid-up equity share capital and free reserves (including securities premium) of the Company as per the latest audited standalone and consolidated financial statements of the Company, respectively, for the financial year ended March 31, 2026 (the “Audited Financial Statements”), which is within the limit of 10% of the aggregate of the total paid-up equity share capital and free reserves of the Company under the Board approval route as per the Act and t [Showing first 8,000 characters — download PDF for full document]