Genus Power Infrastructures Limited, a flagship company of the Kailash Group, has received formal approval from the Hon’ble National Company Law Tribunal (NCLT), Allahabad Bench for its long-awaited Scheme of Arrangement involving the demerger of its Strategic Investment Business into a newly formed entity named Genus Prime Infra Limited. This landmark development marks a key milestone in the company's corporate restructuring journey aimed at unlocking stakeholder value and enhancing operational focus.

Background and Context

The initial Scheme of Arrangement was approved by the Board of Directors on December 5, 2020, and had been pending statutory approvals since then. The restructuring was conceived to separate the company’s Strategic Investment Business, referred to as the Demerged Undertaking, from its core operations and to transfer it to a newly incorporated and wholly owned entity, Genus Prime Infra Limited, along with respective shareholders and creditors.

This demerger is a strategic move by Genus Power, which operates in the field of power infrastructure, metering solutions, and energy technologies, to focus more sharply on its primary business areas while allowing the strategic investment division to grow under a separate corporate framework.

NCLT Sanction and Legal Framework

The NCLT Allahabad Bench, in its order dated April 24, 2025, which was made publicly accessible via the NCLT website on April 29, 2025, sanctioned the Scheme under Sections 230 to 232 of the Companies Act, 2013, along with other applicable provisions.

These sections deal with Compromises, Arrangements, and Amalgamations, and are invoked for executing demergers, mergers, and corporate reorganisations legally and efficiently. The Scheme has been examined in light of regulatory requirements, shareholders' interests, and creditors' rights, and was found to be fair and reasonable by the Tribunal.

The company noted that the certified copy of the NCLT order is still awaited, which is a standard procedural requirement. Once received, the company will undertake further steps toward implementation of the demerger, including regulatory filings, shareholder communication, and possibly listing formalities for Genus Prime Infra Limited, subject to statutory approvals.

Stock Exchange Compliance

In line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particularly Regulation 30, Genus Power Infrastructures Limited has promptly informed both BSE Limited (Scrip Code: 530343) and National Stock Exchange of India Limited (Symbol: GENUSPOWER) regarding the sanctioning of the Scheme.

The company also reiterated its commitment to corporate transparency and governance, stating that it is sharing this critical update to maintain regulatory compliance and keep all stakeholders informed.

Implications for Shareholders and Business

The approval of the demerger scheme is expected to bring a host of benefits:

• Focused Growth: Genus Power will be able to channel its resources more effectively toward its core business operations, including energy metering systems, IoT-based grid solutions, and green energy technologies.

• Strategic Value Unlocking: The strategic investments and assets that do not align directly with the core business can now evolve independently through Genus Prime Infra, unlocking greater shareholder value.

• Operational Efficiency: Each entity will now have clear operational goals, resource allocation strategies, and financial independence, leading to better decision-making and enhanced profitability.

• Market Positioning: The restructuring will likely strengthen both entities’ market positions and offer clearer business visibility to investors, analysts, and regulators.

Next Steps

While the NCLT approval marks a significant milestone, Genus Power must still complete the following procedural formalities:

1. Receipt of Certified Copy of the NCLT order.

2. Filing with the Registrar of Companies (RoC) to give legal effect to the Scheme.

3. Possible further statutory approvals, including those from tax authorities or stock exchanges, if required.

4. Issuance of shares in Genus Prime Infra Limited to eligible shareholders of Genus Power as per the share entitlement ratio defined in the Scheme.

5. Public disclosures and investor communication regarding the future roadmap of both companies.

Genus Power has not yet released the share swap ratio or timeline for execution of the transfer and listing of the new entity. Stakeholders are advised to watch for further updates directly from the company through its investor relations portal and stock exchange filings.

About Genus Power Infrastructures Limited

Genus Power Infrastructures Limited, incorporated in 1992 with CIN: L51909UP1992PLC051997, is headquartered in Noida, Uttar Pradesh, with its corporate operations based out of Jaipur, Rajasthan. The company is a part of the Kailash Group and has built a strong reputation in the power sector, particularly in smart metering, AMI solutions, and smart grid technology.

Genus Power has been known for innovation, quality assurance, and a forward-looking approach in aligning with India’s power reforms and energy efficiency initiatives. Its products serve utilities, government agencies, and large enterprises across India and in select global markets.

Conclusion

The sanctioning of the Scheme of Arrangement by the NCLT Allahabad Bench for demerging Genus Power's Strategic Investment Business is a key corporate development. This will pave the way for the creation of Genus Prime Infra Limited and allow both entities to pursue independent growth trajectories. The market and stakeholders are likely to respond positively, given the potential for value unlocking, enhanced governance, and sharper operational focus.

Further updates are expected once the certified copy of the order is received and subsequent actions are initiated.

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