Dear Members,

Your Directors are pleased to present before you the 25^th Annual Report along with Audited Financial Statements of your Company for the year ended 31^st March, 2025.

The Company incurred a cash loss of Rs.3.87 lacs in the financial year under review. The Company is optimistic of its business operations in the coming years through its continued strategic planning. Your Directors expect to minimize the losses in future through their efforts.

During the Financial year 2024-25, the Company has proposed no amount transfer to reserves.

During the financial year, there has been no change in the business of the Company or in the nature of business carried by the Company during the financial year under review.

The Board of Directors does not recommend any dividend for the year.

The equity shares of the Company are being traded on BSE Limited. The paid-up share capital as on March 31, 2025, was Rs. 398.53 Lacs consisting of 1,49,26,440 equity shares of Rs. 2/- each and 1,00,000 preference shares of Rs. 100 each. During the year, the Company has neither issued shares with differential voting rights nor sweat equity shares.

Cash and cash equivalents and bank balances other than cash and cash equivalent as at March 31, 2025 was Rs. 2.31 Lacs and NIL respectively. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters under strict monitoring.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The Company envisions becoming the leaders in all the areas of operations. Your Company is holding certain strategic investment, generally long term in nature and the board may evaluate further opportunities in this regard with a view to enhance value for the stakeholders of the Company.

During the year, the Company has not entered into any contracts/arrangements/transactions which could be considered material in accordance with the policy of the Company on Material Related Party Transactions. The Policy on materiality of related party transactions and dealing with related party transactions can be accessed on the Company's website at the link www.genusprime.com.

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Our report on Corporate Governance forms part of this annual report and attached with this report. Certificate from the Practicing Company Secretary viz. M/s. Komal & Associates, Delhi confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report. Further, the Management Discussion and Analysis Report and CEO/CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of the Annual Report.

All board members and senior management personnel have affirmed compliance with the provisions of Code of Conduct of the Company on annual basis, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016. The Code of Conduct is also placed on Company's website www.genusprime.com.

The Hon'ble National Company Law Tribunal, Allahabad Bench ("NCLT"), has sanctioned the Scheme of Arrangement amongst Genus Prime Infra Limited ("Amalgamated Company" /"Resulting Company"), Sansar Infrastructure Private Limited ("Amalgamating Company 1"), Star Vanijya Private Limited ("Amalgamating Company 2"), Sunima Trading Private Limited ("Amalgamating Company 3"), Genus Power Infrastructures Limited ("Demerged Company") and Yajur Commodities Limited ("Amalgamating Company 4") and their respective shareholders and creditors (the "Scheme"), vide its order dated April 24, 2025. The Scheme has been sanctioned under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. No other material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

The Company had three subsidiaries as on March 31, 2025 and it has published the audited consolidated financial statements for the financial year 2024-25 and the same forms part of the Annual report for the financial year commencing from the 1st day of April, 2024 and ending on the March 31, 2025 pursuant to the Companies (Accounts) Amendment Rules, 2014 issued vide notification dated October 14, 2014. The consolidated financial statements presented by the Company include financial information of its subsidiaries ‘Sansar Infrastructure Private

Limited', ‘Sunima Trading Private Limited' and ‘Star Vanijya Private Limited' prepared in compliance with the applicable Accounting Standards. Further, a statement containing salient features of the financial statement of our subsidiaries in the prescribed format Form AOC-1 is attached as Annexure A. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of the subsidiaries are available on the website of the Company at www.genusprime.com.

The Policy for determining material subsidiaries may be accessed on the Company's website at the link www.genusprime.com.

The Company has laid down a procedure to inform Board members about the risk assessment and minimization procedures. The Board of Directors has framed the Risk Management Policy to anticipate and report potential risk in time and proper implementation of control to mitigate the negative impact of risk.

Management's Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, colour, language, marital status and sex.

The Company has also framed policy on ‘Prevention of Sexual Harassment' at the workplace.

We follow a gender-neutral approach in handling complaints of sexual harassment.

The Board of Directors affirms that during the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer, transmission or transposition of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and to prevent Insiders from procuring, communicating, providing or allowing access to unpublished price sensitive information unless required for discharge of duties, the Company has formulated and adopted the code of conduct ("the Code") for regulating, monitoring and reporting of trading by insiders. The Company has received an affirmation for compliance with the Code, from all the designated persons as defined in the Code.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Simple Agarwal, (DIN: 03072646) Director of the Company, retire by rotation at the ensuing Annual General Meeting and she being eligible, has offered herself for re-appointment. Further, Mr. Udit Agarwal, (DIN: 02820615), Non-Executive Director of the Company, who has consented to act as such, is re-appointed as an Independent Director of the Company for a second term of 5 consecutive years with effect from 12^th August, 2025 to 11^th August, 2030, not liable to retire by rotation.

The brief resume of Director seeking appointment/reappointment is given in the Notice of the AGM.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been embedded in the business processes and continuous monitoring of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

Mr. Amit Agarwal, Whole Time Director & Chief Executive Officer, Mr. Hukam Singh, Chief Financial Officer and Mr. Jeevan Kumar, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

During the Financial Year 2024-25, the Board of Directors of the Company met 4 (Four) times on 27^th May, 2024, 05^th August, 2024, 11^th November, 2024, and 05^th February, 2025. Further, a separate meeting of the Independent Directors of the Company was also held on 07^th February, 2025, where at the prescribed items enumerated under schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed. Further, details of board meetings have been provided in the Corporate Governance Report.

The Board has duly constituted the committees namely Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee to manage the work of the Board in effective manner and to deal with urgent or special issues/matters and in compliance with the requirements of the relevant provisions of applicable laws and statutes.

In line with the statutory requirements enshrined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out performance evaluation of itself, its committees, the Chairman and each of the other directors. All the Directors and the Board as a whole and its committees were evaluated on the basis of framework adopted by the Board of the Company. The Board and the performance of committees was evaluated after taking inputs and recommendations from all the directors on the basis of the criteria such as the composition and structure, effectiveness, functioning, governance, level of engagement, contribution of time & efforts, independence of judgment etc. The Nomination and Remuneration Committee also reviewed the performance of the individual directors on the basis of criteria such as the performance of specific duties, obligations and governance, level of engagement, independence of judgment and contribution of the individual director to the Board and committee meetings. The performance of the Independent Directors and Non-Independent Directors were evaluated separately. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive and Non-Executive Directors. The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and related matters are uploaded on the website of the Company at the link www.genusprime.com.

The Company has adequate policy for appointment and remuneration of its Directors. The managing director, whole-time director/executive director are appointed taking into account their skills, knowledge, personal and professional ethics and does not appoint or continue the employment of any person as managing director or whole-time director/executive director who - is below the age of twenty-one years or has attained the age of seventy years; is an un-discharged insolvent or has at any time been adjudged as an insolvent; has at any time suspended payment to his creditors or makes, or has at any time made, a composition with them; or has at any time been convicted by a court of an offence and sentenced for a period of more than six months. Their terms and conditions of such appointment and remuneration payable are approved by the Board of Directors at a meeting, subject to approval of the shareholders at the next general meeting of the Company and by the Central Government in case such appointment is at variance to the conditions specified in that Schedule. All the other provisions under section 196, 197 and rules as applicable of Companies Act, 2013 are considered for their appointment and remuneration. The Nomination and Remuneration Committee has laid down the evaluation criteria for performance evaluation of independent directors. The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it is determined whether to extend or continue the term of appointment of the independent director.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, Your Directors, hereby state and confirm that: i. in the preparation of annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any; ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for that period; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts are prepared on a ‘going concern' basis; v. they have laid down internal financial controls in the Company that are adequate and were operating effectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Auditors and Auditor's Report

At the 22^nd Annual General Meeting of the Company held on 29^th September 2022, M/s Jethani & Associates, Chartered Accountants (ICAI Firm Registration No. 010749C) have been appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 22^nd Annual General Meeting of the Company till the conclusion of 26^th Annual General Meeting, at such remuneration as fixed by the Board of Directors of the Company.

According to the provisions of section 204 of Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as an Annexure-B of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Further, Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 states that every listed company and its material unlisted subsidiaries shall undertake Secretarial Audit. During the year ended March 31, 2025, the Company had three material unlisted subsidiaries namely Sansar Infrastructure Private Limited, Star Vanijya Private Limited and Sunima Trading Private Limited. Therefore, in order to comply with this regulation, the Company has conducted Secretarial Audit of these three material subsidiaries also. The Secretarial Audit Reports submitted by Company Secretary in Practice are enclosed as an Annexure-B (i), (ii) and (iii) of this report. The Secretarial Audit Reports does not contain any qualification, reservation or adverse remark.

(c.) Secretarial Compliance Report

In compliance of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/27/2019 dated February 08, 2019; the annual secretarial compliance report issued by Company Secretary in Practice for the financial year ended on March 31, 2025 is enclosed as Annexure-C.

In terms of reference to Section 135 of Companies Act, 2013, the Company does not need to constitute a Corporate Social Responsibility Committee. Your Directors have immense pleasure in sharing that the Company has always been earnest for contributing towards the betterment of society. The Company strives to achieve a fine balance between social, environmental and economic benefits to the communities in which it operates.

A certificate from M/s. Komal & Associates (Membership No. 11636, COP No. 17597), Practicing Company Secretary to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority is attached at the end of this report.

As required under Section 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), Annual Return in E-Form MGT - 7 is available on the website of the Company at the web link www.genusprime.com.

The shares of the Company are listed on BSE Limited (BSE).

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable as at present, your Company does not have any business operations.

In terms of provision of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be furnished upon request. In terms of proviso to Section 136(1) of the Companies Act 2013, the Annual Report is being sent to the shareholders excluding the information as aforesaid. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting.

Pursuant to an intimation received from the Promoters, the names of the Promoters and entities comprising "Group/Person" as defined under the Competition Act, 2002 are disclosed in the

Annual Report as Annexure-D for the purpose of relevant SEBI provisions.

Your Company has formulated and implemented a ‘Whistle blower and Vigilance Policy' with a view to provide a mechanism for directors and employees of the Company to approach the Vigilance Officer /Chairperson of the Audit Committee of the Company. Under this mechanism, Whistleblower can report the concerns of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. Any actual or potential fraud or violation of the Company's Codes/Policies, howsoever insignificant or perceived as such, remains a matter of serious concern for the Company. The Company takes appropriate action against any Officer whose actions are found to violate the Code or any other policy of the Company, after giving him a reasonable opportunity of being heard. The Whistle blower and Vigil Mechanism Policy has been uploaded on the website of the Company and can be accessed at the link www.genusprime.com.

Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the SEBI LODR Regulations.

The Directors wish to place on record their deep sense of appreciation to all the employees of the Company for their support given to the management of the Company. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

[Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Genus Prime Infra Limited

(Formerly: Gulshan Chemfill Ltd.)

We have conducted the Secretarial Audit of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Genus Prime Infra Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliance and expressing our opinion thereon.

Based on our examination and verification of the registers, records and documents produced to us and according to information and explanations given to us by the Company, we report that the Company has in our opinion, complied with the provisions of the Companies Act, 2013, (Act) and the Rules made under the Act and the Memorandum and Articles of Association of the Company.

We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. The status of the Company during the financial year has been a Listed Public Company.

2. The Company is a Holding Company of Sansar Infrastructure Private Limited, Star Vanijya Private Limited and Sunima Trading Private Limited.

3. The Board of Directors/KMP of the Company is duly constituted. There were changes in the Board of Directors during the audit year. List of Board of Directors/KMP for the given year is attached in Annexure A.

4. Adequate notice is given to all the directors to schedule the Board Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

5. All the decisions at Board Meeting and at Committee Meetings are carried out unanimously as recorded in the minutes of all such meetings.

6. The shareholding pattern of the Company as on 31/03/2025 is as detailed in Annexure B.

7. The Company during the year has not created, modified or satisfied charges on the assets of the Company.

8. The Company has duly followed all requirements of Section 173 of the Companies Act, 2013 and has conveyed 4 (Four) Board Meetings during the audit period.

9. The Company has passed the following resolution through Postal Ballot dated 28^th June 2024: Appointment of Mrs. Anu Sharma (Din: 07301904) as an Independent Director of the Company (Special Resolution). 10. The AGM of the Company for the Financial Year 2023-2024 was held on 27^th September, 2024 through video conferencing or other audio-visual means.

We further report that:

(a) The Company has duly followed the Secretarial Standards approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI); (b) The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act; (c) The Securities Contracts (Regulation) Act, 1956 (SCRA) and rules made there under

(d) The provisions of Corporate Social Responsibility Voluntary Guidelines, 2009 were not applicable to the Company during the audit period; (e) The Provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings were not applicable to the Company during the audit period;

We Further Report that the Company has complied with the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014-notified on 28/10/2014 (Not applicable to Company during the audit period); (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to Company during the audit period); (f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agents during the audit period); (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to Company during the audit period); (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to Company during the audit period); (i) There being no business activity within the Company during the audit period the Company has few employees only and that during the audit period, no industrial and special laws otherwise were applicable to the Company.

Further based on evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. Our conclusions are based on the evidence obtained up to the date of audit period. However, future events or conditions may cause the Company to cease to continue as a going concern. (j) We have also examined the compliance with the applicable clauses/regulations of the following: - (i) Listing Agreement entered into by the Company with stock exchanges; (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015-notified on 02/09/2015 and effective from 01/12/2015, including amendments thereto.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with our letter which is annexed as Annexure C and forms an integral part of this report.

Our report is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

[Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

We have conducted the Secretarial Audit of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Sansar Infrastructure Private Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliance and expressing our opinion thereon.

Based on our examination and verification of the registers, records and documents produced to us and according to information and explanations given to us by the Company, we report that the Company has in our opinion, complied with the provisions of the Companies Act, 2013, (Act) and the Rules made under the Act and the Memorandum and Articles of Association of the Company.

We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. The status of the Company during the financial year has been an Unlisted Private Company.

2. The Company is a Subsidiary Company of Genus Prime Infra Limited.

3. The Board of Directors/KMP of the Company is duly constituted. There were changes in the Board of Directors during the year. List of Board of Directors/KMP for the given year is attached in Annexure A.

4. Adequate notice is given to all the directors to schedule the Board Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

5. All the decisions at Board Meeting are carried out unanimously as recorded in the minutes of all such meetings.

6. The shareholding pattern of the Company as on 31/03/2025 is as detailed in Annexure B.

7. The Company during the year has not created, modified or satisfied charges on the assets of the

Company.

8. The Company has duly followed all requirements of Section 173 of the Companies Act, 2013 and has conveyed 5 (Five) Board Meetings during the audit period.

9. The EGM of the Company was held on 01^st April, 2024 during the audit period.

10. The AGM of the Company for the Financial Year 2023-2024 was held on 30^th September, 2024 at the registered office of the Company.

We further report that:

(a) The Company has duly followed the Secretarial Standards approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI); (b) The Company has complied with Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of Corporate Affairs, Government of India.

We Further Report that the Company has complied with the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Not applicable to Company during the audit period); (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Not applicable to Company during the audit period); (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to Company during the audit period); (d) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014-notified on 28/10/2014 (Not applicable to Company during the audit period); (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to Company during the audit period); (f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agents during the audit period); (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to Company during the audit period); (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to Company during the audit period); (i) The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act (Not applicable to Company during the audit period);

(j) The Securities Contracts (Regulation) Act, 1956 (SCRA) and rules made there under (Not applicable to Company during the audit period) (k) The provisions of Corporate Social Responsibility Voluntary Guidelines, 2009 (Not applicable to the Company during the audit period); (l) The Provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period);

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with our letter which is annexed as Annexure C and forms an integral part of this report.

Our report is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

[Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

We have conducted the Secretarial Audit of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Star Vanijya Private Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliance and expressing our opinion thereon.

Based on our examination and verification of the registers, records and documents produced to us and according to information and explanations given to us by the Company, we report that the Company has in our opinion, complied with the provisions of the Companies Act, 2013, (Act) and the Rules made under the Act and the Memorandum and Articles of Association of the Company.

We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. The status of the Company during the financial year has been an Unlisted Private Company.

2. The Company is a Subsidiary Company of Genus Prime Infra Limited.

3. The Board of Directors/KMP of the Company is duly constituted. There were no changes in the Board of Directors during the year. List of Board of Directors/KMP for the given year is attached in Annexure A.

4. Adequate notice is given to all the directors to schedule the Board Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

5. All the decisions at Board Meeting are carried out unanimously as recorded in the minutes of all such meetings.

6. The shareholding pattern of the Company as on 31/03/2025 is as detailed in Annexure B.

7. The Company during the year has not created, modified or satisfied charges on the assets of the Company.

8. The Company has duly followed all requirements of Section 173 of the Companies act 2013 and has conveyed 5 (Five) Board Meetings during the audit period.

9. The AGM of the Company for the Financial Year 2023-2024 was held on 30^th September, 2024 at the Registered Office of the Company.

We further report that:

(a) The Company has duly followed the Secretarial Standards approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI); (b) The Company has complied with Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of Corporate Affairs, Government of India.

We Further Report that the Company has complied with the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Not applicable to Company during the audit period); (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Not applicable to Company during the audit period); (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to Company during the audit period); (d) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014-notified on 28/10/2014 (Not applicable to Company during the audit period); (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to Company during the audit period); (f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agents during the audit period); (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to Company during the audit period); (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to Company during the audit period);

(i) The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act (Not applicable to Company during the audit period); (j) The Securities Contracts (Regulation) Act, 1956 (SCRA) and rules made there under (Not applicable to Company during the audit period) (k) The provisions of Corporate Social Responsibility Voluntary Guidelines, 2009 (Not applicable to the Company during the audit period); (l) The Provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period);

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with our letter which is annexed as Annexure C and forms an integral part of this report.

Our report is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

[Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

We have conducted the Secretarial Audit of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Sunima Trading Private Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliance and expressing our opinion thereon.

Based on our examination and verification of the registers, records and documents produced to us and according to information and explanations given to us by the Company, we report that the Company has in our opinion, complied with the provisions of the Companies Act, 2013, (Act) and the Rules made under the Act and the Memorandum and Articles of Association of the Company.

We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. The status of the Company during the financial year has been an Unlisted Private Company.

2. The Company is a Subsidiary Company of Genus Prime Infra Limited.

3. The Board of Directors/KMP of the Company is duly constituted. There were changes in the Board of Directors during the year. List of Board of Directors/KMP for the given year is attached in Annexure A.

4. Adequate notice is given to all the directors to schedule the Board Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

5. All the decisions at Board Meeting are carried out unanimously as recorded in the minutes of all such meetings.

6. The shareholding pattern of the Company as on 31/03/2025 is as detailed in Annexure B.

7. The Company during the year has not created, modified or satisfied charges on the assets of the Company.

8. The Company has duly followed all requirements of Section 173 of the Companies act 2013 and has conveyed 5 (Five) Board Meetings during the audit period.

9. The EGM of the Company was held on 01^st April, 2024 during the audit period.

10. The AGM of the Company for the Financial Year 2023-2024 was held on 30^th September, 2024 at the Registered Office of the Company.

We further report that:

(a) The Company has duly followed the Secretarial Standards approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI); (b) The Company has complied with Corporate Governance Voluntary Guidelines, 2009 issued by Ministry of Corporate Affairs, Government of India.

We Further Report that the Company has complied with the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Not applicable to Company during the audit period); (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Not applicable to Company during the audit period); (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to Company during the audit period); (d) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014-notified on 28/10/2014 (Not applicable to Company during the audit period); (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to Company during the audit period); (f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agents during the audit period); (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to Company during the audit period); (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to Company during the audit period); (i) The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act (Not applicable to Company during the audit period);

(j) The Securities Contracts (Regulation) Act, 1956 (SCRA) and rules made there under (Not applicable to Company during the audit period) (k) The provisions of Corporate Social Responsibility Voluntary Guidelines, 2009 (Not applicable to the Company during the audit period); (l) The Provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period);

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with our letter which is annexed as Annexure C and forms an integral part of this report.

Our report is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

(Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

I have examined: a) all the documents and records made available to us and explanation provided by GENUS PRIME INFRA LIMITED having CIN-L24117UP2000PLC032010 ("the listed entity"), b) the filings/ submissions made by the listed entity to the Stock Exchanges, c) website of the listed entity, d) any other document/ filing, as may be relevant, which has been relied upon to make this Report, for the financial year ended March 31, 2025 ("Review Period") in respect of compliance with the provisions of a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the regulations, circulars, guidelines issued thereunder; and b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the regulations, circulars, guidelines issued thereunder by the Securities and

Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include: -

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (N.A) (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (N.A)

(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (N.A) (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (h) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; (i) other regulations as applicable. and circulars/ guidelines issued thereunder; and based on the above examination, I hereby report that, during the Review Period: (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

I hereby report that, during the review period the compliance status of the listed entity with the following requirements:

Assumptions & Limitation of Scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial records and books of account of the listed entity.

4. This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.