Genesis IBRC India Limited has disclosed a significant off-market equity transaction involving the sale of 14,73,000 shares by its promoter group. The transaction represents 11.33% of the company's total paid-up equity share capital and was executed between January 7-8, 2026.

Transaction Details

The off-market sale involved four promoters transferring their complete shareholding to two new acquirers. The transaction details are structured as follows:

Parties Involved

The transaction involved multiple parties on both selling and acquiring sides:

Sellers (Promoters):

• Mr. Mastan Rao Pesala
• Mrs. Venkata Subbamma Pesala
• Mr. Srikanth Pesala
• Mr. Arun Kumar P

Acquirers:

• Mr. Venkatraman Varalakshmi
• Mr. Padmanaban Krishnamoorthy

Shareholding Pattern Changes

The transaction resulted in a complete transfer of the promoters' stake to the new acquirers:

Company Capital Structure

Genesis IBRC India Limited maintains its equity capital structure unchanged following the transaction. The company's total equity capital remains at ₹13.00 crores, comprising 1.30 crore equity shares of ₹10 each. The off-market sale represents a change in ownership without affecting the company's overall capital structure.

Regulatory Compliance

The disclosure was made in compliance with Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company is listed on BSE Limited, and the transaction was reported to the Corporate Relationship Department as required under the regulations. The acquirers are not part of the promoter group of the target company.

Genesis IBRC India Limited has announced the complete exit of its existing promoters through a comprehensive share transfer arrangement. The transaction marks a significant ownership restructuring for the company, involving the transfer of the entire promoter shareholding to new acquirers.

Share Transfer Details

The existing promoters have completed the sale of their entire shareholding through an off-market transfer mechanism. The transaction specifics are outlined below:

Parties Involved

The ownership transition involves multiple stakeholders across both the selling and acquiring sides. The existing promoters transferring their stakes include:

• Mr. Mastan Rao Pesala
• Ms. Pesala Venkata Subbamma
• Mr. Arun Kumar Pesala
• Mr. Srikanth Pesala

The acquiring parties taking over the shareholding are Mr. Padmanabhan Krishnamoorthy and Ms. Venkatraman Varalakshmi.

Regulatory Compliance

The transaction has been structured in compliance with multiple SEBI regulations governing such ownership changes. The company has disclosed this development under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the reclassification follows Regulation 31A (10) provisions, which govern the transition from promoter category to public category.

The intent for promoter reclassification was initially disclosed in the letter of offer dated November 17, 2025, providing advance notice of the planned ownership restructuring.

Open Offer Framework

The share transfer has been executed pursuant to an open offer framework, with the original Share Purchase Agreement executed on March 6, 2025. This structured approach ensures compliance with SEBI (Substantial Acquisition of Shares Transfer) Regulations, 2011, which govern significant ownership transitions in listed companies.

The completion of this transaction results in the automatic reclassification of the existing promoters from promoter and promoter group category to public category, as mandated under SEBI regulations for such complete divestments.