The Directors are pleased to present the 69^th Annual Report, together with the audited financial statements of the Company for the financial year ended March 31, 2025.

(H In millions)

Financial results for the year ended March 31, 2025, are in compliance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013.

During the Financial Year 2024-25, revenue of your Company reached H 42.9 billion, marking a 35% increase over the previous year. Profit before tax (PBT) increased more than threefold to H 8.2 billion, reflecting strong operational and financial performance. Our order booking expanded to H 126.6 billion representing increase by 102% over the previous financial year.

The Board of Directors (the "Board") of your Company have recommended a final dividend @ 250% i.e. H 5/- per Equity Share (face value of H 2/- each) of the Company for the year ended March 31, 2025. The total dividend payout, if approved by members of the Company, will be approximately H 1,280 million.

During the financial year 2024-25, a final dividend @ 100% i.e.

H 2/- per Equity Shares was approved by the shareholders at the 68^th Annual General Meeting of the Company held on September 4, 2024, which was duly paid within the permissible timeline.

Further, In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has in place a Dividend Distribution Policy, which can be accessed at:https://www.gevernova.com/regions/asia/in/sites/www. gevernova.com.regions.asia.in/files/2025-03/dividend-distribution-policy-gevtdil.pdf

During the Financial Year (FY) 2024-25, the GDP of the country grew at a rate of 6.5%. India added a record 29.5 GW of renewable energy capacity in FY 2024-25, a rise of almost

17% over previous year. The total renewable capacity installed base in India reached to 220 GW as on 31^st March 2025. This takes the non-fossil fuel installed base (including Hydro) to 46% of the total Installed generation base of 475 GW.

All India peak demand for FY 2024-25 (occurred in May 2024) was 249.9 GW. This peak demand was successfully met representing an adequate availability of power in the country.

Overall, the power generation grew by 5% in FY 2024-25 touching 1,821 BU. The All-India peak power demand of the country is expected to be 277 GW in FY 2025-26. As per National Electricity Plan (NEP II), the target is to reach 500GW by renewable power installed base by 2030 with 280GW of solar, 140 GW from wind, biomass, small hydro, 60 GW of large hydro and ~19 GW of nuclear. This requires significant Investments from private/government and Government is committed to invest to achieve the set targets. With the growth of renewable, coal-based power plants are acting as the base load. Government has also announced new long-term investments in coal fired plants. The investment will be on the account of revamping / new ~80GW of coal fired capacity.

In FY 2024-25, an additional 8,830 ckms of transmission lines, 86,433 MVA of transformation capacity and 2,640 MW of Inter-regional Transfer Capacity were added.

A detailed plan has been developed by the Central Electricity

Authority (CEA), to address the transmission requirements for integrating more than 500 GW of non-fossil fuel capacity by 2030 in India. The Plan has identified significant future non-fossil fuel generation hubs across the nation, such as potential Renewable Energy Zones in Rajasthan, Gujarat,

Andhra Pradesh, Karnataka, Telangana, Maharashtra, and the

Renewable Energy park in Ladakh. Transmission systems have been strategically planned around these potential generation hubs. Additionally, the transmission plan encompasses the necessary transmission systems for the evacuation of 10 GW of offshore wind power in Gujarat and Tamil Nadu.

The Inter-State Transmission System (ISTS) network continues to be actively developed through competitive bidding. In line with India's ambitious renewable energy goals, it is anticipated that approximately 26.1 GW of additional renewable energy capacity will be integrated into the intrastate transmission network under the Green Energy Corridor

(GEC) Phases I & II, spearheaded by the Ministry of New and Renewable Energy (MNRE). These projects aim to facilitate the seamless evacuation and grid integration of renewable energy, particularly from high-potential states, by 2026.

India's National Electricity Plan (NEP) Volume II, released in October 2024, presents a clear investment roadmap to upgrade the country's power sector from FY 2025 to FY

2032. Key highlights of India's National Electricity Plan (NEP)

Volume II includes:

H 9.2 trillion investment in expanding transmission infrastructure.

Push towards 1,200kV UHVAC projects under "Make in India" program.

Prioritizing High Voltage direct current (HVDC) projects, with an estimated 20 projects spread over FY 2024-32.

Emphasis on STATCOM project growth, estimated at

10-12 projects/ year.

Target of 596 GW of renewable energy by FY 2032, which will make up 68.4% of total capacity and meet

44% of electricity demand, along with 47 GW / 236 GWh of battery storage and 26.7 GW of pumped storage. This transition will require an estimated H 25.6 trillion investment by FY 2032.

While prioritizing clean energy, the plan also recognizes the continued importance of coal and nuclear power for grid stability. Coal capacity will grow by 80 GW by

FY 2031-32, and nuclear power is set to reach 100

GW by FY 2047, supported by around H 2.2 trillion in private investments.

The initiatives through Inter-State Transmission System

(ISTS) reflect the government's commitment to reducing transmission cost barriers and supporting large-scale integration of renewable energy, green hydrogen, and energy storage systems into the national grid, thereby advancing India's clean energy transition goals for 2030 and beyond.

Your Company consistently drives operational excellence through lean-driven manufacturing, ISO certified processes, and Kaizen-led improvements resulting into delivering large-scale and on time high-voltage substations and equipment that strengthen India's power grid. Your Company's rich experience of over 36 years in turnkey project execution continues to enable it to consistently achieve new milestones year after year. In FY

2024 25, the Company remained committed to exceeding customer expectations by redefining execution strategies and embracing continuous improvement. Through the sustained deployment of LEAN methodologies, the Company has further strengthened its ability to minimize project delays, optimize resource utilization, and enhance the overall quality of turnkey project delivery.

The integration of industry-leading project management practices, alongside a strong focus on skill development and strategic workforce deployment, has enabled more seamless coordination across critical support functions including engineering, sourcing, procurement, finance, and human resources. This comprehensive approach ensures efficient project execution while upholding the highest standards of quality and timeliness. Your Company remains steadfast in its commitment to delivering on its promises, meeting project deadlines, and providing best-in-class solutions to customers across diverse sectors.

In the past year, your Company successfully commissioned

26 AIS and GIS substations, strengthening the nation's transmission network by adding grid interconnection between regions and enabling the addition of new capacity to the grid. This achievement included charging substations for esteemed customers such as PowerGrid Corporation of India Ltd, Uttar Pradesh Power Transmission Corporation Limited, Tata Power Delhi Distribution Limited, West Bengal

State Electricity Transmission Company Limited, Gujarat

Energy Transmission Corporation Limited, Damodar Vally

Corporation, Karnataka Power Transmission Corporation Ltd., National Thermal Power Corporation Ltd., Bombay Suburban

Electric Supply, Indian Farmers Fertilizer Cooperative Limited,

Doosan Power Systems, Adani Power Ltd., Reliance Industries Ltd., Hindalco Industries Ltd., ReNew Power Ltd., and others.

Additionally, your Company played a crucial role in strengthening the transmission network in Nepal by commissioning Dhalkebar Substation with 400kV GIS bays,

Power Transformer and Reactors.

h KEY PROJECTS EXECUTED

Supplied and commissioned 765 kV power transformers and shunt reactors for various ultra-high voltage substations across India. Supplied 765 kV gas insulated switch gears for New

Kotra substation.

Supplied and commissioned AIS, GIS, and power transformers for 220kV substations in Lohardaga, and Raipur.

765kV Jawaharpur & Obra substation projects for Doosan Power Systems India Private Limited.

400kV substation project for Adani Power Limited in Khavda.

400kV substation project for Uttar Pradesh Power

Transmission Corporation Limited in Sahupuri.

Supply & commissioning of 400kV and 220kV projectsforRelianceIndustriesLimitedinJamnagar.

Supply of 400kV substation equipments to KEC International Limited in Kallam.

Supply of 220kV substation equipments to Hindalco

Industries Limited in Jharsuguda (Odisha).

Supply and commissioning of 220kV and 66kV projects including Substation Automation

Systems (SAS) for Karnataka Power Transmission

Corporation Limited in Hoody.

Supply of high voltage power transformers to

National Thermal Power Corporation Limited and Maithon Power Limited.

Supply and commissioning of 220kV and

66kV substations for Himachal Pradesh Power

Transmission Company Limited in Heiling.

Commissioning of 66kV project for Tata Power

Delhi Distribution Limited.

Established Regional Load Dispatch Centres

(RLDCs) for the Northern and Eastern regions, along with multiple State Load Dispatch

Centres (SLDCs), integrating advanced SCADA/

EMS technologies.

Completed substation modernization projects involving installing modern automation equipment, remotemonitoringandcontrolsystemsforDamodar

Valley Corporation in West Bengal, Indian Farmers Fertilizer Cooperative Limited in Paradeep, West Bengal State Electricity Transmission Company Limited in Durgapur, and Ramsarup Lohh Udyog Limited in Kharagpur.

Supply and commissioning of 400kV and 220kV substations in Gadag/ Narendra, facilitating Renewable Energy evacuation.

Executed 400 kV project for Tata Power Renewable

Energy Limited in Maharashtra.

Supply and commissioning of 400/ 33kV project for ReNew Energy in Solapur.

Supply and commissioning 400 kV project for Tata

Solar in Bikaner.

Supply and commissioning of 400kV project for

Gujarat Industries Power Company Ltd in Kutch.

400kV project for Satluj Jal Vidyut Nigam Limited's Arun 3 project in Dhalkebar in Nepal.

Delivered high-voltage substation products to ElectraNet in Australia.

These projects underscore your Company's commitment to enhancing power infrastructure and integrating renewable energy sources, both domestically and internationally. h KEY PROJECTS WINS

Your Company secured overseas contracts involving supply and supervision of high voltage products from overseas group entities involving

Grid Solutions SAS (France) and Grid Solutions

Middle East FZE (Dubai) aggregating over H 22 billion. Your company also secured export orders for the supply of high voltage substation products to Portugal, Spain, and to countries in South-East

Asia, Latin America, Australia and Africa.

During the year under review, your company successfully secured orders from Power Grid

Corporation of India Limited for supply of 765 kV

Power Transformers and Shunt Reactors at various transmission system projects in India. Additionally secured H 8 billion of digital software-related orders from Power Grid Corporation of India Limited involving deployment of advanced control-room solutions, including SCADA and EMS platforms for national and regional grid modernization.

Secured order for supply of 765kV power transformers and shunt reactors for Sterlite Group and supply of 765kV & 400kV GIS at Khavda for

Adani Energy Solutions. Others 765kV projects involving supply, installation and commissioning of power transformers, shunt reactors, and gas insulated switchgears were secured in states like

Gujarat, Madhya Pradesh, and West Bengal.

Your Company has secured orders from Adani Group for the supply of 400 kV GIS in the state of Gujarat, 400kV AIS and 500MVA power transformers from Jindal Group in the state of

Chhattisgarh, 400kV & 220kV AIS for Renew Power at Koppal and Gadag and 400kV & 220kV GIS at Amargarh for an EPC player.

Other key projects secured involve installation of

400 kV GIS in a substation for Power Transmission in Uttarakhand and supply of 420/245kV GIS in West Bengal.

Your Company secured orders from various EPC companies for supply of CRP SAS in 765/400kV substations. Additionally, your company also secured orders for supply of Advanced Distribution

Management System (ADMS) software and expert services from various power utilities in India.

With the ongoing emphasis on climate change, we are witnessing the most significant transformation of the grid in over a century. In response, your Company has rolled new and innovative solutions designed to assist utilities in adapting to these changes while ensuring their grid operates smoothly. h GridBeats – a comprehensive portfolio of software-defined automation solutions aimed at streamlining grid digitalization and enhancing grid resilience. The

GridBeats portfolio provides innovative digital solutions for the power grid to tackle various challenges.

GridBeats enhances grid resilience and reliability with faster controls, artificial intelligence/machine learning

(AI/ML)-based automation, and improved cybersecurity.

The portfolio includes:

Zonal Autonomous Control – to divide your grid network into autonomous zones, enhancing resilience and reliability when disruptions occur.

Integrated Digital Substation Features modern top-down engineering tools, software-defined centralized protection and control, and advanced wide-area applications. Fast deployment reduces time to value, increasing reliability and enabling flexibility for the future grid.

EnergyAPM Reduces downtime and maintenance costs through predictive and prescriptive diagnostics that utilize both online and offline operational data and physics-based digital twins of assets. Increases visibility across entire fleet down to the individual secondary asset level. With technologies such as auto-detection, remote provisioning, and health monitoring, this solution enhances system reliability and reduces operation and maintenance costs.

Network Management System Maximizes communications network's return on investment

(ROI) by increasing system throughput and uptime, improving the utilization of networked devices, and enable discover, monitor, and act on multi-vendor network.

DIP.net Commercial launch point multi point tele protection. Already deployed in Indian utility network

DGA900+ is a comprehensive Transformer Condition Monitoring Solution which includes 9 gas DGA combined with OLTC, a higher rhythm in the Indian market with penetration into multiple utility, renewable and industrial segments. h SF6-free alternatives – for elimination of world's worst greenhouse gas.

^{Your Company offers a full suite of SF}6^{- free high}

voltage switchgear and circuit breakers (GIS, GIL, live tank and dead tank CBs) using its proprietary "green gas for grid" g3 technology (e.g. F35g, B105g, DT-145g, T155g up to 420 kV), part of its GRiDEA decarbonization portfolio—delivering the same compact footprint and performance as ^SF6 gear while slashing CO -equivalent emissions by ~99%. h GridOS? software Your Company provides the next-gen Grid Orchestration Software to tackle challenges in managing Net-Zero Grids. Key benefits provided are as under:

Up to 21% fewer network outages and 17% faster outage restoration, enhancing grid reliability.

Enables integration of up to 70% renewables, with

~40% reduction in inertia-management costs.

Boost in data utility, by incorporating AI/

ML orchestration.

Zero Trust security model, hybrid cloud scalability, and microservices architecture ensure flexible, secure deployments

Advanced ADMS features (Outage Management, FLISR, DER/BESS coordination, load forecasting) reduce CMI/SAIDI/SAIFI and related costs. h FACTSFlex - is a next-gen STATCOM platform built to provide enhanced power electronics for AC grid controllability and power transfer. Key features are as follows:

Improve voltage/frequency stability and power transfer.

Offer modular scalability, from classic reactive support to advanced grid-forming with energy storage.

Reduce O&M costs via digitalization and resilient engineering.

Support critical renewable integration and provide

"virtual inertia" for grid reliability.

Your Company is firmly committed to safeguarding the well-being of its employees and the community in which it operates through the implementation of robust Environmental, Health, and Safety (EHS) systems and continuous improvement of EHS performance is embedded within the Company's operational strategy, reflecting its dedication to EHS excellence as its fundamental aspect.

The Company endeavours to foster and maintain a safe and healthy working environment, while utilizing natural resources responsibly and sustainably. The Company is committed to promoting and protecting health, safety, and overall well-being of its workforce and takes many initiatives for achieving goal of zero accident. The Company believes in strict adherence to applicable laws and regulations which also helps in protecting our work force, property, and the environment. By upholding the highest EHS standards, regulatory compliance, comprehensive training, and best-in-class operational practices, the Company endeavours to attain zero incident and demonstrate leadership through world-class EHS programs and performance. Your Company launched the 3^rd season of Safety Footprint training. This initiative aimed to encourage employees to be aware of Life Saving Principles and other topics such as

Safety, Quality, Delivery, and Cost.

We celebrated Earth Week during the month of April on the theme of Educate, Engage and Activate. Earth Week is a reminder of the importance of environmental conservation and sustainability, encouraging us to come together and act for a healthier planet and brighter future. In line with our commitment towards sustainability, there were multiple volunteer events hosted including tree plantation, save electricity through various initiatives like switching off lights for one hour, donating items for recycling in working on the way to sustainability etc.

h EHS Monitoring

The Company utilizes advanced digital platforms such as

Gensuite, ComplyWorks, Nimonik, Unifier, and ENHESA to monitor Environmental, Health, and Safety (EHS) metrics in real time. These tools facilitate the tracking of key data, including EHS statistics, training compliance, incident reporting, audit outcomes, subcontractor performance, and legal compliance. EHS performance is systematically reviewed through an internal operating review process led by senior leadership, both within the Company's India operations and at the global corporate level.

EHS is recognized as a collective responsibility, with all individuals held accountable and expected to take ownership of EHS outcomes. The Company's EHS programs are built on a foundation of strong leadership commitment and clear accountability, with responsibility for policy implementation extending across all levels of leadership, including the Chief Executive Officer. The program emphasizes the empowerment of all employees by:

Ensuring the provision of adequate resources, including budget, time, training and EHS professionals.

Establishing and maintaining safe systems of work, with a core principle of halting operations in the presence of unsafe or high-risk conditions.

Encouraging a culture of openness where employees are supported in seeking guidance and are expected to promptly report incidents, near misses, and any deviations from EHS standards.

Holding teams accountable for EHS performance and embedding EHS as a critical component of the Company's overall success.

As a testament to the Company's commitment to effective implementation of affirmative action policies, during the year under review, your Company received various EHS awards and Appreciation certificates from prestigious customers such as Renew Power,

Vivid Renewables, National Safety Council, Institute of Engineers India, Karnataka power transmission corporation Limited etc.

The Company believes that Human Capital is one of the most vital enablers of long-term and sustainable value creation.

The Human Resources (HR) priorities have been designed to support the execution of the business strategy and improve organizational effectiveness. The Company undertakes many initiatives to make meaningful impact in the lives of our employees. h Employee Engagement Employee Engagement initiatives remained a key focus area for the Company. The Company has been undertaking several initiatives for employee engagement. Some of them are as follows:

Employee Survey: The engagement of the employees has been assessed through employee survey on a half-yearly basis. The survey allows employees to share their opinions and comments on various engagement drivers. This survey provides an opportunity for people leaders to discuss the survey results with their respective teams and develop actionable plans to improve overall employee engagement. Based on the sentiments expressed, areas of development are identified and acted upon. The upward trend in the engagement score across locations indicates an improved engagement level among teams.

Employee Communication and Recognition: The Company focuses on recognizing talent by presenting MD & CEO awards on a half-yearly basis to individuals who have gone above and beyond. The Grid Solutions half-yearly Townhall serves as a forum for the leadership team and all employees to come together and exchange information on topics such as environment, health and safety, finance, HR, business operations, and commercial aspects.

There were multiple employee and social engagement activities organized throughout the year to boost employees' morale e.g, Town Hall with Global and Local Leadership Teams, Business Strategy Meeting, Round Table and 1-o-1 Meetings, Festival Celebrations, Sports Event and Culture Building. h Employee Attrition

The employee attrition has shown a decreasing tread year on year. This is a key indicator that the employee engagement has improved. h Performance Management

The performance management of your Company imbibes both the "What" and "How" of the work. The annual priorities and GE Vernova Ways (our cultural elements) have equal weightage in the annual performance of employees. h Talent Management

Talent Acquisition: GE Vernova is an Equal Opportunity Employer. At GE Vernova, we highly value unique identities, diverse backgrounds, and varied experiences. We actively encourage and embrace different voices and perspectives, as they equip us to rise to the challenge of building a world that works for everyone. Employment decisions are made without regard to race, color, religion, national or ethnic origin, sex, sexual orientation, gender identity or expression, age, disability, protected veteran status or other characteristics protected by law.

Talent Development: Your Company conducts robust review sessions with business/function leaders, during which talents were discussed along with the action plan for their development and growth in their respective roles. Job rotations, stretch and bubble assignments, and job enrichment were implemented to cultivate a stronger talent pipeline within the organization, particularly for critical roles.

Succession planning: The Company is committed to recognising and developing talent. The Company places a strong emphasis on identifying future leaders and individuals with critical skill sets to ensure smooth succession planning process.

Competency Management: Competency mapping through the Integrated Talent Management tool was initiated for functions such as Environment, Health and Safety, Commercial, Quality, Sourcing,

Manufacturing, Engineering, and Project

Management. This process aimed to develop talent by identifying competency gaps and placing emphasis on individual development plans to bridge those gaps. h Culture

GE Vernova Way are the guiding principles of our culture journey. The 5 principles of GE Vernova

Way are Innovation, Customers, Lean, One Team &

Accountability.

Your Company aims to sustain a culture based on GE Vernova Way, defines how we work together to create value for our people, customers, shareholders, and planet. Inclusion, diversity, and equality are crucial pillars of the Company's culture, and your Company truly embodies these values and committed to focussing on building a diverse and talented workforce.

Your Company is strongly committed to drive continual improvement and achieving business excellence. The strategic deployment of quality management and continuous improvement initiatives has yielded significant advancements, enhancing our operational efficiency and business outcomes. All of our Company's operations in India, including manufacturing, projects, services, and automation, are certified for the Integrated Quality Management System. This certification reinforces the quality of the Company's processes and their compliance.

All our sites are certified under ISO 45001:2018 and ISO 14001:2015, underscoring our steadfast commitment to maintaining the highest standards of occupational health and safety, as well as environmental sustainability. These certifications reflect our dedication to safe working environment for our employees and minimizing our environmental impact through responsible and sustainable practices.

The following milestones and key actions have been achieved through the dedicated efforts and active engagement of our employees at all levels: h Pallavaram Unit

During Financial Year 2024-25, Pallavaram unit successfully completed 5 major Kaizen events aimed at enhancing our Safety Quality Cost Delivery

Cash (SQCDC). Pallavaram unit launched "Learning Effectively through Assignments & Projects (LEAP)" initiative in 2023, to encourage team members to take up assignments and projects beyond their normal scope of work to improve their own cross functional exposure and enable learning. 15 Projects have been completed till Mar'25 with substantial benefits in Financial

Year 2024- 2025.

Pallavaram unit continued to focus on enhancing continuous improvement competencies at all levels through various trainings. These include sessions on LEAN, Problem Solving (8D/GE PSR, etc.), kaizen events, and coaching on continuous improvement projects across units. The aim of these initiatives is to enhance the quality and continuous improvement in competencies of our employees.

Pallavaram unit team has achieved an impressive 9.6 inventory turns in 2024, reflecting a 1.3 turn improvement over last year. This achievement is a result of meticulous material planning and execution of procurement team.

World Quality week was celebrated across Pallavaram unit, under the theme of "Compliance to performance". Pallavaram unit had successfully completed second surveillance audit for ISO 27001:2013 (ISMS) without any nonconformances in the previous financial year. Additionally, it has migrated to the latest version of the standard i.e ISO 27001:2022. h Padappai and Hosur Units

Quality Week was celebrated across Padappai and Hosur plants under the theme of "From Compliance to Performance".

Twenty-seven structured Process improvement actions including Lean and Six Sigma Projects contributing to significant operational performance improvement were successfully executed at Padappai and Hosur HVS

India sites. Major Kaizens include Earth week, Inbound logistics cost optimization, flow line implementation for 220 KV and 420 KV Gas Insulated Switchgear (GIS)

Accessories, horizontal assemblies for 72.5 kV CT, Life

Saving Principles to Life Saving Rules transformation and 3P (lean production preparation process) for

Hosur plant layout.

Earth Week Kaizen was conducted in which the teams identified actions to reduce power consumption by 202

MWh in Padappai and 32 MWh in Hosur.

Kaizen Bootcamp was conducted in Padappai factory with 47 participants from Power Transmission (PT) leadership team and team members from Indonesia,

Vadodra, Pallavaram, Hyderabad (Gas power), Hosur and Padappai factories, with an objective of creating a flow line for GIS B&T Accessories and increase its capacity by 3 times, to meet the increasing domestic and offshoring demand.

5S Week was conducted in November-24, in which 3 teams in Padappai factory and 3 teams in Hosur factory demonstrated the workplace organization to improve safety, quality and cost KPIs.

h Large Transformer India (LTI)-Vadodra Unit

14 kaizen events were performed which was not limited to only manufacturing process but included business process & Environmental (EHS).

During earth week, it was able to achieve the energy saving by >7% & water saving > 5% with respect to existing consumption.

CEO Kaizen event performed for wing-to-wing lead time reduction of Shunt reactors and Inter connecting transformers manufacturing focusing on Value Stream

Mapping (VSM) and waste reduction in process and achieving the lead time improvement of >15.

Supplier Kaizen event was performed for control delivery improvement by 40% and reduction in quality defect by 17% for control panels.

PT 5S week celebrated at LTI and Kaizen event performed to improve the 5S level & Ergonomic improvement with hazard hunt in tank preparation area by creating it as a model line for other manufacturing process.

Quality week with theme "Quality from Compliance to Performance" was celebrated and various activities were performed to enagage all stake holders creating quality awareness and culture. h Digital/Grid Software

National Safety Week (NSW) was observed during FY 2024-25. Key events included distribution of NSW badges, safety quiz packed with all the important safety tips, protocols, and procedures like Life

Saving Rules (LSRs).

Earth Hour is being followed everyday at Noida office from 1300 hours to 1400 hours to ensure minimum consumption of electricity.

Further, ISO 14001:2015 and ISO 45001:2018

Surveillance Audit was successfully completed and Line of Fire Standdown as part of Life Saving Rules was observed during March 2025.

No amount was transferred to reserves during FY 2024-25.

During the year, the Company has not accepted any fixed deposits including the public deposits and no such amount inter-alia, principle or interest was outstanding as on the closure of FY 2024-25.

Your Company strives to position it as a prominent player in the global sustainable environmental transition which also enables the Company to generate competitive advantage. The Company intends to be a significant and durable contributor to CSR initiatives in India by devising and implementing social improvement projects wherein it could employ technological innovation(s) in favour of disadvantaged communities, towns and villages.

Your Company has been engaged in several initiatives and has focused on strengthening the marginalized sections of the community through multiple interventions such as access to clean drinking water, quality education through infrastructural developments in Government schools and public health centres including construction of toilets, pavements and sheds. These programs are carefully curated, depending upon the needs of the community for the overall development and empowerment of the society.

The Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The details of the composition of the Committee, scope and functions are listed in the Corporate Governance Report forming part of this Report.

The CSR Policy formulated by the Corporate Social Responsibility Committee and approved by the Board is available on the Company' website and can be accessed at weblink: https://www.gevernova.com/regions/asia/in/sites/ www.gevernova.com.regions.asia.in/files/Corporate%20 Social%20Responsibility%20Policy_1.pdf

The CSR obligation of the Company for FY ended 2025 as per Section 135 of the Companies Act, 2013 and the Companies

(Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, was H 6 million (Six Million only). During, the FY 2021-2022, Company was required to spend

H 2.5 million, but actually spent H 4.5 million towards CSR projects, hence there was excess spent of H 2.0 million which was available for set off up-to FY 2024-2025. Hence, CSR Obligation for the FY 2024-25 was H 4 million (Four Million only). Accordingly, the Company has spent H 4 million (Four

Million only) on the projects approved by the Board of the Directors of the Company during the FY 2024-25.

Further, the Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013, read with

Companies (Corporate Social Responsibility Policy) Rules,

2014, is annexed as Annexure-A forming part of this Directors' Report.

The shareholders of the Company, at their Annual General Meeting held on September 4, 2024, re-appointed Mr. Johan

Bindele (DIN:09612906) who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 (Act). During the period under review, Dr. Kirit S. Parikh (DIN: 00684234), Independent Director, has completed second tenure on March 27, 2025, and consequently ceased to be the Director of the Company with effect from March 28, 2025.

Further, Mr. Rakesh Nath (DIN: 00045986), Independent

Director, has completed second tenure on May 31, 2025, and consequently ceased to be the Director of the Company with effect from June 1, 2025.

The Board of Directors and the management of the Company placed on record their deep appreciation for the contribution made by Dr. Kirit S. Parikh and Mr. Rakesh Nath during their association with the Company.

The first term of the Mr. Sanjay Sagar (DIN: 00019489),

Independent Director will be completed on July 1, 2025. Considering the recommendations of Nomination and Remuneration Committee, performance evaluation results and skills and capabilities required of an Independent

Director and other factors, the Board, at its meeting held on June 19, 2025 approved re-appointment of Mr. Sanjay Sagar as Independent Director of the Company, not liable to retire by rotation, for second term from July 1, 2025 to June 30, 2030, subject to approval of the members by way of special resolution. In the opinion of the Board, the Mr.

Sanjay Sagar possess the integrity, expertise and experience required for their appointment as Independent Director in the Company. Mr. Sanjay Sagar has also complied with the applicable provisions of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. Mr. Fabrice Aumont, Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing 69^th Annual General Meeting (AGM) of the Company and being eligible, offered himself for re-appointment. Mr. Sanjay Sagar and Mr. Fabrice Aumont are eligible for re-appointment as Director and the Company has received their consent(s) and requisite disclosure(s), if required. All the details required to be disclosed in connection with the appointment/re-appointment of Directors as above, are appearing in the Notice of 69^th AGM.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act, Regulation 16 of Listing Regulations and Code for the Independent Directors as prescribed under schedule IV of the Companies Act, 2013. They have also given a confirmation that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board has taken on record the declaration received from the Independent Directors with respect to their independence after undertaking due assessment of the veracity of the same. All the Independent Directors of the Company have complied with the provisions of sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014 with respect to registration with the Indian Institute of Corporate Affairs for the Independent Directors' Database. During the FY, none of the independent directors of the Company had entered any material pecuniary relationship or transactions with the Company.

The composition of the Board of Directors is in due compliance with the provisions of Companies Act, 2013 and Listing Regulations.

As on March 31, 2025, following are the Key Managerial Personnel of the Company in terms the provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

*Appointed as Company Secretary & Compliance Officer w.e.f

February 6, 2025.

Further, during the year and up-to the date of this report, there were following changes in the position of Key Managerial Personnel:

1. Ms. Anupriya Garg resigned as Company Secretary &

Compliance Officer of the Company with effect from close of business hours of July 3, 2024.

2. Mr. Nimai Verma was the Interim Company Secretary &

Compliance Officer of the Company from July 16, 2024, to February 5, 2025.

As part of its ‘Familiarisation Programme for Independent

Directors', your Company familiarises independent directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarization programmes may be accessed at weblink: https://www.gevernova.com/regions/asia/in/sites/ www.gevernova.com.regions.asia.in/files/Familiarization%20

Programs%20For%20Independent%20Directors_2.pdf

At regular intervals, Independent Directors were apprised on an ongoing basis in the various Board/ Committee meetings on macro-economic environment, industry developments, regulatory updates, business overview, operations, financial statements, update on statutory compliances for

Board members, etc.

Composition of Audit Committee is mentioned in the section of Corporate Governance Report forming part of this report. All recommendations made by the Audit committee of the Board of Directors during the Financial Year 2024-25, were accepted by the Board of Directors.

Your Company has a "Vigil Mechanism (Ombuds & Open Reporting Procedure)" to provide an avenue to stakeholders, including employees and directors, to report concerns related to any actual or potential violation of law and ‘The Spirit & The Letter Policies' including unethical practices, incorrect or misrepresentation of any financial statements and reports, any claim of theft or fraud, conflicts of interest and any claim of unfair employment practices.

Through this procedure employees are encouraged to raise integrity concerns and feel confident that they can do so without any fear of retaliation.

The said policy is available on the website of the Company and can be accessed at weblink: https://www.gevernova. com/regions/asia/in/sites/www.gevernova.com.regions.asia. in/files/2025-06/vigil-mechanism-policy.pdf

In terms of the section 178 of the Companies Act, 2013 and

Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, your Company has a Nomination and

Remuneration Policy (‘NRC Policy').

NRC Policy of your Company includes criteria for determining qualifications, positive attributes and independence of a director. Policy relating to the remuneration of directors, key managerial personnel and senior management is mainly framed to ensure that the Board and senior management is appropriately constituted to meet its fiduciary obligations to stakeholders.

The NRC Policy is available at the website of the Company and can be accessed at weblink: https://www.gevernova. com/regions/asia/in/sites/www.gevernova.com.regions.asia. in/files/Nomination%20and%20Remuneration%20Policy%20 -%20clean.pdf

The Nomination and Remuneration Committee had finalized the questionnaires containing different parameters to evaluate the performance of Directors, Committees and Chairman. In pursuance of the provisions of the Companies Act, 2013 and Listing Regulations and based on the responses to the questionnaires received from the Directors, the Board carried out the annual performance evaluation of all the Directors individually including Independent Directors, the Board as a whole and of its various committees and expressed its satisfaction.

In terms of Companies Act, 2013 and regulation 25(4) of the Listing Regulations and based on the responses to the questionnaires received, the Independent Directors carried out performance evaluation of non-independent directors,

Chairman of the Board and the Board as a whole, based on criteria of evaluation as approved by Nomination and Remuneration Committee and expressed its satisfaction.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this

Report as Annexure B.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and other particulars including name of the employees drawn remuneration in excess of the limits set out in the said rules forms part of this Report. In terms of the second proviso to Section 136(1) of the Act, the Directors'

Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company at secretarial. compliance@gevernova.com Further, the details of Remuneration paid to Executive and Non-Executive Directors has been mentioned under Corporate Governance Report which forms part of this report.

As per provisions of Section 92(3) of the Companies Act,

2013, the Annual Return of the Company is hosted on the your Company's website and can be accessed at the weblink: https://www.gevernova.com/regions/asia/in/sites/www. gevernova.com.regions.asia.in/files/2025-08/annual_return_ fy_2024-2025.pdf

During the year under review, seven meetings of the

Board of Directors were held, details of which along with details of Committee meetings are provided in Corporate Governance Report.

The Secretarial Standards (SS-1 & SS-2) issued by the Institute of Company Secretaries of India (ICSI), as applicable, have been duly complied with.

Particulars of investment and loan are mentioned in the notes to the financial statements forming part of the Annual Report. Your Company has not provided guarantee or securities under section 186 of the Companies Act, 2013.

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Policy on Related Party Transactions on dealing with Related Party Transactions.

The policy is available at the website of the Company and can be accessed at weblink: https://www.gevernova. com/regions/asia/in/sites/www.gevernova.com.regions. asia.in/files/2025-07/gevtdil-related-party-transactions-policy-vfinal_0.pdf

Omnibus approval for related party transactions which were repetitive in nature was obtained from the Audit Committee. All related party transactions during the year under review were on arm's length basis, in the ordinary course of business and in the interest of the Company. The disclosures pertaining to transactions with Related Parties in compliance with applicable accounting standards have been provided in Note No. 38 of the financial statements.

In terms of Listing Regulations, disclosures of transactions of the Company with Grid Equipments Private Limited, promoter company having more than 10% of share capital in the Company is as follows: (H In million)

Dividend Remitted 351.0 Nil

During the year under review, your Company, with the approval of shareholders, entered into Related Party

Transactions which were material in terms of the provisions of the Listing Regulations and Policy on Related Party

Transactions. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is provided as Annexure C.

Further, the proposed material related party transactions upto the date of seventieth Annual General Meeting are mentioned in the notice of the ensuing Annual General Meeting of the Company.

In terms of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013", the

Company has zero tolerance for sexual harassment at workplace and has set up an Internal Complaints Committee at all its units, in accordance with the provisions of the said act.

During the FY 2024-25 there was no case reported.

Accordingly, at the end of the financial year there was no pending case.

During the year under review, your Company did not have any subsidiary or associate or joint venture Company in terms of the Companies Act, 2013.

The particulars on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as prescribed under sub-section 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure D, which forms part of this report.

The Board of Directors has constituted a Risk Management

Committee in terms of Listing Regulations to monitor the systems for Mitigation and Management of the elements of risks of the Company. Details of composition of Risk Management committee forms part of the Corporate Governance Report.

The Board of Directors has laid down a Risk Management Policy for the Company and has adopted Enterprise Risk Management Policy. The Policy identifies elements of risks inherent to the business pertaining to internal and external factors such as operations, financial, environment, health and safety, reputation and image, currency fluctuation, compliance, cyber security, etc. including the risks if any, which may threaten the existence of the Company. Every unit and function are required to deploy the control measures and ensure timely reporting.

In the opinion of the Board, none of the risks threaten the existence of the Company.

The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations, including adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds & errors, accuracy & completeness of accounting records and timely preparation of reliable financial information.

The Board of Directors is apprised periodically about the

Internal Financial Controls operating in this Company which are adequate and operating effectively in the Company. Internal controls of the Company is reliable with well documented framework to mitigate risks. A detailed analysis is provided in the Management Discussion and Analysis Report, forming part of the Directors' Report.

In terms of regulation 34 (3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance has been included in this Report as

Annexure E. A certificate from M/s Deloitte Haskins & Sells,

Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 has also been attached as annexure to Corporate Governance Report.

A separate section on Business Responsibility and

Sustainability Report prepared pursuant to Regulation

34(2)(f) of the SEBI Listing Regulations 2015, forms part of the Annual Report.