Genesis IBRC India Limited announced significant corporate developments following its board meeting held on January 28, 2026. The company's board of directors approved a substantial preferential issue and strategic business expansion plans that require shareholder and regulatory approvals.

Preferential Issue Details

The board approved the preferential allotment of equity shares to a diverse group of investors, comprising both promoters and non-promoters.

The investor base includes promoters Mr. Padmanaban Krishnamoorthy and Ms. V. Varalakshmi, along with nine non-promoter investors including Mr. Muhammed Noor Habibullah, Mr. Suresh Kumar Ramani, Mr. Vidhu Mohan Pillai, Dhanesh Advisory LLP, Mr. Ajay Sangani, Mr. Kaushal Ruparel, Mr. Nandlal Chaturvedi, Ms. Poonam Chaturvedi, and Mr. Ravindranath Rajaram.

Capital Structure Enhancement

To accommodate the preferential issue, the board approved a significant increase in the company's authorized share capital.

The board also approved the constitution of a Preferential Issue Committee to handle matters related to the preferential issue and authorized the opening of a separate bank account for this purpose.

Business Expansion Strategy

The company approved a comprehensive alteration to its main object clause, expanding its business scope to include fast-moving consumer goods, commodities, and minerals. The new business activities will encompass:

• FMCG Products: Milk products, breakfast cereals, snacks, personal care items, beverages, cooking oils, and other consumer goods
• Healthcare Products: Over-the-counter medical products, medical devices, and hospital furniture
• Commodities and Minerals: Bitumen, sulphur, iron ore, bauxite, and related products

The expansion strategy aims to leverage the new management's expertise in FMCG, commodities, and minerals sectors, particularly targeting growth opportunities in Middle East markets for Indian FMCG products.

Governance and Approval Process

The board approved a postal ballot process to obtain shareholder approval for the proposed changes. Key appointments and dates include:

The valuation report from the independent registered valuer determined the fair price of INR 10 per equity share for the preferential issue. All proposed changes are subject to approval from shareholders, stock exchanges, and other requisite regulatory authorities including the Ministry of Corporate Affairs.

V Varalakshmi has disclosed a significant transfer of equity shares in Genesis IBRC India Limited through an inter-se gift transfer within the promoter group. The transaction involved the transfer of 64,33,700 equity shares on January 19, 2026, representing a substantial change in her shareholding pattern.

Transaction Details

The share transfer was executed through an off-market inter-se transfer by way of gift within the promoter group between immediate relatives. This transaction falls under the exemption provided in Regulation 10(1)(a)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Shareholding Pattern Changes

The transfer resulted in a dramatic reduction in V Varalakshmi's stake in Genesis IBRC India Limited. Her shareholding decreased from 61.58% to 12.09% of the total share capital.

Company Information

Genesis IBRC India Limited (CIN: L47733AP1992PLC107068) has its shares listed on BSE Limited. The company maintains a paid-up share capital of ₹13,00,00,000 comprising 1,30,00,000 fully paid equity shares of ₹10 each. The total share capital remained unchanged following this inter-se transfer.

Regulatory Compliance

The disclosure was made in accordance with Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. V Varalakshmi filed the necessary documentation with the Department of Corporate Services at Bombay Stock Exchange on January 20, 2026. The transaction being an inter-se transfer through gift between immediate relatives (husband and wife) qualifies for regulatory exemption, and the overall promoter and promoter group shareholding remains unchanged post-transfer.

The disclosure confirms that no encumbrances, voting rights other than shares, or convertible securities were involved in this transaction. All shares transferred were carrying voting rights, and no warrants or other instruments entitling voting rights were part of the arrangement.