• Genus to acquire 100% of Railtrain Holdings, a nationally diversified rail services provider
• Railtrain generated pro-forma normalised revenue of ~A$96m and EBITDA of ~A$16m in FY25
• Upfront consideration of A$36.5m in cash, plus contingent consideration of up to A$18.5m over CY26 and CY27

GenusPlus Group Limited (ASX: GNP) is pleased to announce it has entered into a binding Share Purchase Agreement to acquire 100% of Railtrain Holdings Pty Ltd ('Railtrain'), a privately-owned, nationally diversified rail services provider. Railtrain delivers overhead wiring solutions, rail maintenance and construction, track protection services, rail signaling and electricals, rail surveying, and the supply and training of rail personnel to rail operators and infrastructure owners. On a consolidated pro-forma basis, the Railtrain Group generated normalized revenue of approximately A$96m and EBITDA of approximately A$16m in FY25 based on unaudited management accounts. However, Railtrain is expected to have a weaker FY26 due to project delays. The upfront consideration for the acquisition is A$36.5m in cash, subject to certain customary post-completion adjustments. The Sellers may also receive a contingent earn-out payment of up to A$18.5m across CY26-CY27, based on Railtrain achieving EBITDA targets of A$15m in CY26 and A$20m in CY27. Genus Managing Director, David Riches, said the acquisition will add critical scale, diversification and national presence to Genus' existing MGC rail business, as well as expanding its service capabilities in the rail sector. Railtrain's existing CEO and key management personnel will continue to manage the business, with all staff offered continued employment.

Railtrain is expected to generate EBITDA of A$15m in CY26 and A$20m in CY27, with the Sellers eligible for up to A$18.5m in contingent earn-out payments over those two years.