We have audited the accompanying financial statements ofGE Vernova T&D India Limited (formerly known as GE T&DIndia Limited) (the "Company”), which comprise the BalanceSheet as at 31st March 2026, and the Statement of Profit andLoss (including Other Comprehensive Income), the Statementof Cash Flows and the Statement of Changes in Equityfor the year ended on that date, and notes to the financialstatements, including a summary of material accountingpolicies and other explanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid financialstatements give the information required by the CompaniesAct, 2013 (the "Act”) in the manner so required and give atrue and fair view in conformity with the Indian AccountingStandards prescribed under section 133 of the Act, ("Ind AS”)and other accounting principles generally accepted in India,of the state of affairs of the Company as at 31st March 2026,and its profit and other comprehensive loss, its cash flowsand the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements inaccordance with the Standards on Auditing ("SA”s) specifiedunder section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor'sResponsibility for the Audit of the Financial Statementssection of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India ("ICAI”) together with theethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and theRules made thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe ICAI's Code of Ethics. We believe that the audit evidenceobtained by us is sufficient and appropriate to provide a basisfor our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thefinancial statements of the current period. These matterswere addressed in the context of our audit of the financialstatements as a whole, and in forming our opinion thereon,and we do not provide a separate opinion on these matters.We have determined the matters described below to be thekey audit matters to be communicated in our report.
1. Revenue recognition
Key audit matter description A significant portion of the Company's business comprises long-term projects, including
construction-type and fixed price projects. Revenue from these contracts is recognized inaccordance with accounting policies as detailed in "material accounting policies” in the financialstatements.
There are various areas involving complexities, judgements and estimates involved inaccounting for revenue recognized on "over the time” basis, including:
• Estimation of total contract costs at inception and remaining costs to complete.
• Assessment of various risks emanating from operational delays, contract terms, changesin estimations. This requires the Company to estimate various costs to capture such risks,including commodity inflation and liquidated damages.
• Accounting for variations and claims, including timing of recognition.
Revenues, contract costs and resultant margin recognition may deviate significantly fromoriginal estimates. Such deviations may be caused due to inherent risks in this business.
In view of above, we determined this area to be an area involving significant estimates and anarea of audit focus, and accordingly, a key audit matter.
Principal Audit Procedures
In view of the significance of the matter, following audit procedures were applied in this area,amongst others to obtain sufficient and appropriate audit evidence:
•
Obtained an understanding of the processes adopted to carry out accounting for revenueon "over the time” basis.
Tested design and operating effectiveness of the key controls over project accounting onthe selected contracts.
For selected contracts (selected on the basis of size of contracts, quantum of changes inmargins, completion progress and other relevant criteria) tested the following:
i)
Examined contracts, its significant terms and conditions and correspondenceswith customers.
ii)
iii)
Evaluated various assumptions and estimates including estimated contract revenue/ costs,contract variation claims, provision for liquidated damages, contract modifications etc;
In respect of contracts with significant changes in margins during the year, read the"project management review” documents (as evidence of project reviews), whereveravailable. Discussed with project controllers, the reasons for such changes inrevenues/ cost.
iv)
Obtained a detailed breakdown of the total estimated costs to completion for contractsin progress during the year and compared actual costs incurred involving estimates ofcost incurred at the reporting date on test check basis.
Assessed the appropriateness of the related disclosures in the financial statements.
2. Claims and Litigations:
Key audit matter description
The Company's operations are subject to lawsuits and claims arising from applicability ofvarious laws and regulations with respect to positions on matters relating to income tax, salestax, goods and services tax, service tax, excise, customs etc. (either past or present). Provisionfor taxes is recognized or contingent liabilities are disclosed in accordance with accountingpolicies as detailed in "Material accounting policies” in the financial statements.
Judgment is required in assessing the range of possible outcomes for some of these matters. Thesejudgments could change over time as each of the matter progresses depending on experience onactual assessment proceedings by tax and other authorities and other judicial precedents.
The Company makes an assessment to determine the outcome of these tax positions anddecides to make an accrual or consider it to be a possible contingent liability. In particular, thisaffects the measurement and accuracy of provision for taxes.
Due to above mentioned factors, we have determined this to be a key audit matter.
Obtained an understanding of the key uncertain tax positions based on list of ongoinglitigations and tax computations for the current year.
Analyzed select key correspondences with the authorities to identify any additionaluncertain tax positions.
Evaluated the Company's processes and controls over litigations operated by Managementthrough meetings with in-house legal counsels and review of relevant evidence.
Assessed correspondence with the Company's external counsel accompanied by formalconfirmations from that external counsel and discussions with and representations fromin-house counsel, on selected basis.
Involved our tax specialists to evaluate management positions, estimates, their evaluations,legal precedence, and external legal opinions on the type of matters involved.
Assessed whether the Company's disclosures detailing the litigation in Note 38 to thefinancial statements.
Information Other than the FinancialStatements and Auditor's ReportThereon
• The Company's Board of Directors is responsible for theother information. The other information obtained at thedate of this auditor's report is information included inthe Director's Report but does not include the financialstatements, and our auditor's report thereon.
• Our opinion on the financial statements does not coverthe other information and we do not express any form ofassurance conclusion thereon.
• In connection with our audit of the standalone financialstatements, our responsibility is to read the otherinformation and, in doing so, consider whether theother information is materially inconsistent with thefinancial statements or our knowledge obtained duringthe course of our audit or otherwise appears to bematerially misstated.
• If, based on the work we have performed, we concludethat there is a material misstatement of this otherinformation, we are required to report that fact. We havenothing to report in this regard.
Responsibilities of Management andBoard of Directors for the FinancialStatements
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these financial statements that give a trueand fair view of the financial position, financial performanceincluding other comprehensive loss, cash flows and changesin equity of the Company in accordance with the accountingprinciples generally accepted in India, including Ind ASspecified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application ofappropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design,implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the financial statements, management andBoard of Directors are responsible for assessing theCompany's ability to continue as a going concern, disclosing,as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board ofDirectors either intend to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Company's Board of Directors is also responsible foroverseeing the Company's financial reporting process.
Auditor's Responsibility for the Audit ofthe Financial Statements
Our objectives are to obtain reasonable assurance aboutwhether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with SAs will alwaysdetect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if,individually or in the aggregate, they could reasonably beexpected to influence the economic decisions of users takenon the basis of these financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement ofthe financial statements, whether due to fraud or error,design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal financial controlsrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsiblefor expressing our opinion on whether the Companyhas adequate internal financial controls with referenceto financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by the management.
• Conclude on the appropriateness of management's useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditionsthat may cast significant doubt on the Company'sability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required todraw attention in our auditor's report to the relateddisclosures in the financial statements or, if suchdisclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtainedup to the date of our auditor's report. However, futureevents or conditions may cause the Company to ceaseto continue as a going concern.
• Evaluate the overall presentation, structure and contentof the financial statements, including the disclosures,and whether the financial statements represent theunderlying transactions and events in a manner thatachieves fair presentation.
Materiality is the magnitude of misstatements in the financialstatements that, individually or in aggregate, makes it probablethat the economic decisions of a reasonably knowledgeableuser of the financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in(i) planning the scope of our audit work and in evaluatingthe results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal financial controls thatwe identify during our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when,in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverseconsequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
Report on Other Legal and RegulatoryRequirements
1. As required by Section 143(3) of the Act, based on ouraudit, we report that:
a) We have sought and obtained all the informationand explanations which to the best of our
knowledge and belief were necessary for thepurposes of our audit.
b) In our opinion, proper books of account as requiredby law have been kept by the Company so far asit appears from our examination of those books,except for not complying with the requirement ofaudit trail as stated in (i)(vi) below.
c) The Balance Sheet, the Statement of Profit andLoss including Other Comprehensive Income,the Statement of Cash Flows and Statement ofChanges in Equity dealt with by this Report are inagreement with the books of account.
d) In our opinion, the aforesaid financial statementscomply with the Ind AS specified under Section133 of the Act.
e) On the basis of the written representationsreceived from the directors as on 31st March 2026taken on record by the Board of Directors, noneof the directors is disqualified as on 31st March2026 from being appointed as a director in termsof Section 164(2) of the Act.
f) The modification relating to the maintenance ofaccounts and other matters connected therewith,is as stated in paragraph (b) above.
g) With respect to the adequacy of the internalfinancial controls with reference to financialstatements of the Company and the operatingeffectiveness of such controls, refer to our separateReport in "Annexure A”. Our report expresses anunmodified opinion on the adequacy and operatingeffectiveness of the Company's internal financialcontrols with reference to financial statements.
h) With respect to the other matters to be included in theAuditor's Report in accordance with the requirementsof section 197(16) of the Act, as amended,
In our opinion and to the best of our informationand according to the explanations given to us, theremuneration paid by the Company to its directorsduring the year is in accordance with the provisionsof section 197 of the Act.
i) With respect to the other matters to be includedin the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, as amended in our opinion and to thebest of our information and according to theexplanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial position inits financial statements - Refer Note 38 to thefinancial statements.
ii. The Company has made provision, as requiredunder the applicable law or accountingstandards, for material foreseeable losses,if any, on long-term contracts includingderivative contracts - Refer Note 18 & 20 tothe financial statements.
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fundby the Company - Refer Note 20 to thefinancial statements.
iv. (a) The Management has represented that,
to the best of its knowledge and belief,other than as disclosed in the Note 15 tothe financial statements no funds havebeen advanced or loaned or invested(either from borrowed funds or sharepremium or any other sources or kindof funds) by the Company to or in anyother person(s) or entity(ies), includingforeign entities ("Intermediaries”), withthe understanding, whether recordedin writing or otherwise, that theIntermediary shall, directly or indirectlylend or invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Company("Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalfof the Ultimate Beneficiaries.
(b) The Management has represented,that, to the best of its knowledge andbelief, no funds have been receivedby the Company from any person(s)or entity(ies), including foreignentities ("Funding Parties”), with theunderstanding, whether recorded inwriting or otherwise, that the Companyshall, directly or indirectly, lend orinvest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party("Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalfof the Ultimate Beneficiaries.
(c) Based on the audit proceduresperformed that have been consideredreasonable and appropriate in thecircumstances, nothing has come to ournotice that has caused us to believe thatthe representations under sub-clause(i) and (ii) of Rule 11(e), as providedunder (a) and (b) above, contain anymaterial misstatement.
v. The final dividend proposed in the previousyear, declared and paid by the Companyduring the year is in accordance with section123 of the Act, as applicable.
As stated in Note 16(v) to the financialstatements, the Board of Directors of theCompany has proposed final dividend forthe year which is subject to the approvalof the members at the ensuing AnnualGeneral Meeting. Such dividend proposedis in accordance with section 123 of theAct, as applicable.
vi. Based on our examination, which includedtest checks, the Company has used anaccounting software for maintaining itsbooks of account for the year ended 31stMarch 2026, which has a feature of recordingaudit trail (edit log) facility wherein:
a) in respect of accounting software,the audit trail feature was enabled atthe application level and operated forall relevant transactions recorded insuch software. The audit trail featurewas not enabled at the database levelto log any direct data changes andaccordingly we are unable to commentwhether there were any instances ofthe audit trail feature being tamperedwith. Additionally, the audit trail thatwas enabled at application level hasbeen preserved by the Company asper the statutory requirements forrecord retention.
b) in respect of software operated bya third-party service provider, formaintaining payroll records, based on
an independent auditor's System andOrganization controls report whichcovers the requirements of audit trail,has a feature of recording audit trail(edit log) facility and the same hasoperated throughout the year for allrelevant transactions recorded in thesoftware. Audit trail that was enabledand operated for the year ended 31stMarch 2025, has been preserved bythe Company as per the statutoryrequirements for record retention.
c) in respect of software operated bya third-party service provider, formaintaining employee database, basedon an independent auditor's Systemand Organization controls report whichcovers the requirements of audit trail,has a feature of recording audit trail(edit log) facility and the same hasoperated throughout the year for allrelevant transactions recorded in the
software. As audit trail feature was notenabled till the year ended 31st March2025, reporting under Rule 11 (g) of theCompanies (Audit and Auditors) Rules,2014 on preservation of audit trail as perthe statutory requirements for recordretention is not applicable. Refer Note43 to the financial statements.
2. As required by the Companies (Auditor's Report) Order,2020 ("the Order”) issued by the Central Government interms of Section143(11)of theAct, we givein"Annexure B”a statement on the matters specified in paragraphs 3and 4 of the Order.
For Deloitte Haskins & Sells
Chartered Accountants(Firm's Registration No. 015125N)
Vijay Agarwal
(Partner)
Place: Noida (Membership No. 094468)
Date: May 18, 2026 UDIN: 26094468RYCKEU7740