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DIRECTOR'S REPORT

GE Power India Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 4496.51 Cr. P/BV 7.08 Book Value (₹) 94.47
52 Week High/Low (₹) 1084/271 FV/ML 10/1 P/E(X) 17.80
Bookclosure 31/07/2026 EPS (₹) 37.58 Div Yield (%) 0.00
Year End :2026-03 

Your Board of Directors is pleased to present the
34th (
Thirty-Fourth) Annual Report of the Company
along with the Audited Financial Statements for the
financial year ended 31 March 2026 ("
FY 2025-26")

FINANCIAL HIGHLIGHTS

Particulars

Year ended
31 March 2026

Year ended
31 March 2025

Profit/(Loss) before Extraordinary items, Tax, Interest and Depreciation

3,740.8

610.0

Less: Interest/Finance Cost

219.0

247.2

Less: Depreciation and Amortization Expense

122.8

138.2

Profit/(Loss) before exceptional items and tax from continuing operations

3,399.0

224.6

Exceptional item

(275.7)

-

Profit/(Loss) before Tax

3,123.3

224.6

Provision for Taxation

- Current Tax

62.30

-

- Deferred tax charge/(credit)

-

-

Profit/(Loss) after Tax from continuing operations

3,061.0

224.6

Discontinued operations:

Profit/(Loss) from discontinued operations before exceptional gain

(548.0)

(933.5)

Exceptional items

(150.0)

2,953.3

Profit/(Loss) before tax from discontinued operations

(698.0)

2,019.8

Provision for Taxation

- Current Tax

(0.6)

326.3

- Deferred tax charge/(credit)

-

-

Net Profit/(Loss) after tax from discontinued operations

(697.4)

1,693.5

Net Profit/(Loss) for the period/year

2,363.6

1,918.1

Other comprehensive income /(loss) for the year, net of tax

134.3

(160.8)

Total comprehensive income/(loss) for the year

2,497.9

1,757.3

Balance brought forward from previous year in the statement of profit and loss

(823.4)

(2,580.7)

Profit available for appropriation

1,674.5

(823.4)

Appropriations

a) Transferred to General Reserve

-

-

b) Dividend paid

-

-

c) Corporate Dividend Tax (Net) paid

-

-

Balance carried forward to Balance Sheet

1,674.5

(823.4)

Proposed Dividend

470.6

-

dividend

In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("
Listing Regulations"), as amended from time to time, your Company has adopted a Dividend Distribution Policy. This
policy specifies the parameters of distribution of dividends with the objective of delivering sustainable value to its stakeholders.
The Dividend Distribution Policy of the Company is available at the website of the Company at
https://www.gevernova.com/
gev/sites/default/files/2025-10/dividend-distribution-policy.pdf

After reviewing the annual financial statements of the Company for FY 2025-26, the Board of Directors ("Board") of your
Company has recommended a final dividend of 70% i.e. H7/- (Rupees Seven Only) per equity share of face value of H10/-
(Rupees Ten Only) each, for the year ended 31 March 2026, subject to the approval of Members being sought in the ensuing
Annual General Meeting ("
AGM") of the Company.

transfer to reserves

Your Company has not transferred any amount to the reserves during the current financial year.

state of company’s affairs

Operations - The year in review

Economic Outlook:

The global economic landscape navigated a complex set of
conditions during Financial Year 2025-26. Evolving trade
policies tested the adaptability of businesses and supply
chains worldwide. While these developments introduced
near-term volatility, the moderation in tariff escalations that
emerged over the course of the year offered some stabilization
and opened space for renewed confidence in global trade
relationships. Global developments underscored the critical
role of diversified sourcing strategies and proactive planning
in maintaining operational stability and supporting sustained
performance across key sectors.1

In the energy sector, demand for electricity is expected to
remain strong through 2030, driven by increasing electrification
of economies and broader adoption of electricity across
sectors. Global electricity demand is forecast to increase at
an average annual rate of 3.6% over the 2026-2030 period,
supported by rising consumption from industry, electric
vehicles, air conditioning, and data centers. Worldwide,
electricity demand grew by 3% year-on-year in 2025, and
emerging economies continue to remain the main pillar of
demand growth, accounting for nearly 80% of additional
electricity consumption through 2030, with China, India, and
Southeast Asia at the forefront.2

India's energy sector is poised to experience significant
growth, with electricity demand continuing a strong upward
trajectory. In India, while coal continues to play a role in the
energy mix, the country is strategically balancing its focus
on renewable energy alongside the need to meet growing
energy requirements. Coal production reached a record 1000
million tonnes for the second consecutive year, with adequate
stocks at power plants supporting energy security amid rising
summer power demand. Renewable energy capacity has
crossed 250 GW and now accounts for nearly half of India's
total installed capacity of around 520 GW. The Ministry of
Environment, Forest and Climate Change's revision of flue
gas desulphurization installation norms for thermal power
stations has provided greater regulatory clarity while enabling
continued reliable baseload supply alongside progressive
emission reduction. India continues to maintain its target of
achieving 500 GW of non-fossil fuel capacity, reinforcing a
diversified and resilient energy mix.34

At GE Power India Limited, the financial year 2025-26
reinforced our strategic focus on high-margin, cash-accretive
opportunities with shorter cash conversion cycles and a
continued emphasis on core services and asset-light models.
This approach has strengthened our operational resilience
and positioned the Company well to support India's evolving
power sector needs.

During FY26, the Company secured a series of significant
orders, underscoring its strong ongoing performance and
deep integration within India's power infrastructure sector.
The contracts include H430 million order from NTPC for
the supply of generator parts at the Talcher site in Odisha
and 500 MW generator stator repair from Monnet Power.
The strategy continues to focus on providing advanced
energy solutions, executing efficient part replacements, and
strengthening strategic partnerships with key domestic power
generation entities.

Looking ahead, the Company is focused on continued growth in
its core services segment, selective participation in equipment
upgrade opportunities from India's large thermal renovation
pipeline, and a measured approach to FGD equipment supply
(EP) rather than full EPC undertakings. With a focused portfolio,
improving margins, and a healthy order backlog, GE Power
India Limited is well positioned to serve the country's growing
and evolving power sector.

services

The Company remained focused on strengthening its Services
business through continued investments in New Product
Introduction (NPI) initiatives. These strategic investments have
enhanced the Company's differentiation in the market and
strengthened its ability to deliver superior value to customers.
The execution center in Noida, along with a robust supply chain
network across India and globally, underpins the Company's
operational capabilities, enabling efficient service delivery
while reinforcing its commitment to quality and reliability.

During the year, the Company expanded its Operational
Excellence philosophy into commercial functions through
the Commercial Growth Excellence initiative. By applying
Lean tools such as Value Stream Mapping, Process Mapping,
and Daily Management, the Company improved capacity,
enhanced product depth, and optimized costs. These initiatives
contributed to approximately 50% growth in the other OEM
market segment.

The Company's unique capabilities in emergency generator
repair, both on the shop floor and on-site, enabled it to support
customers across 13 plant units. This contributed to a reduction
in generation loss by approximately 2 billion units of electricity
(which is equivalent to approximately continuously generating
power from a 250 MW Generator for a year) and improved
the availability of these units to the grid by 7%.

Some of the first-time and notable
achievements during FY 2025-26 are:

• Received first-time orders for:

? The supply of an IP inner casing for Shanghai
Electric Co., SEC turbine (660 MW) with in-house
engineering for Adani Kawai.

? LP last-stage blades for a 270 MW turbine (BHEL
turbine), RattanIndia Power.

? Study for conversion from 100% imported coal to
blended coal firing (imported plus Indian coal) for
a 660 MW Adani Mundra Chinese-supplied boiler.

Notable Achievements

• ESP refurbishment order from RRUVNL Kalisindh Unit

1, a 600 MW Chinese make unit.

• A 1x600 MW boiler upgrade project from Mahan
Energen Limited once executed shall deliver significant
environmental benefits, including an estimated emission
reduction of
approximately 45,000 MT of CO2 and 3,300
MT of NOx per year
.

• The Company secured and successfully executed
more than 13 generator repair orders, including two
complete stator rewind orders for BHEL machines,
involving the supply of GE Vernova-designed bars for
250/270 MW generators.

• The Company also engineered, manufactured, and
supplied a Mark VIe control system for a steam turbine
upgrade project from its GEPIL facility in Noida.

Key milestones for Services achieved in FY 2025-26:

boilers

• Successfully executed first-of-its-kind supply and
revamping projects for the mill door seal collar assembly
and dipper flange in a 210 MW unit at NLCIL/TSII, Neyveli.

DE-NOx projects supporting customers in an estimated
reduction of approximately 14,415 MT of NOx per year:

? Performance Guarantee Tests completed for
1x525 MW Maithon Power and 3x287 TPH
Vedanta, Lanjigarh; completed the commissioning
and handover of the 1x300 MW unit for
WBPDCL, Sagardighi.

• Engineering solutions provided for the emergency
shutdown of a 210 MW boiler (OEM machine) at MPPGCL
Birsinghpur, including the replacement of critical water
wall and burner panels, bringing the unit back to running
condition in record time.

• Export supply of cassette baffles for coil systems
for the BIFPCL Maitree Power Project, Bangladesh
ensuring compliance with project specifications and
international standards.

• Successfully executed the export of HP Mill spare parts for
the Karabiga CENAL Turkey and Hassyan Energy projects,
UAE and Jawa Power, Indonesia (Paiton Power Plant).

steam turbine

• Successfully completed the first-of-its-kind engineering,
manufacturing, and supply of a 250 MW IP inner casing,
along with the
refurbishment of the IP turbine, for Adani
Power Limited, Dahanu, for a
250 MW BHEL-made turbine.

Successfully completed supplies ahead of schedule—
nine months
for 144 steam turbine spares for CPP Stage
1 & 2 at Mangalore Refinery and
two months for valve
spares for TAQA Neyveli (250 MW).

• Successfully completed a major turbine-generator
outage for a 600 MW DEC
-made unit at JSW Mahanadi
Power Limited, including
stator bar replacement work

that emerged during the outage, saving significant
generation loss.

• Successfully completed the capital overhauling of:

? 600/660 MW Chinese-made turbines and generators
for customers Adani Power, IL&FS Tamil Nadu
Power, and Vedanta.

? 2x600 MW and 2x250 MW BHEL-made turbines and
generators at JPL, Tamnar.

? Turbines, generators, and generator auxiliaries of
Unit #1, 660 MW, at NTPC Nabinagar.

• Successfully supplied the LP turbine last stage diaphragm
for Adani Power Limited, Mundra, for a 330 MW Beijing
BEIZHONG steam turbine.

generator

• Successfully completed the replacement of J-straps for
RattanIndia Power's 270 MW unit and Adani Raigarh's
600 MW BHEL-made unit.

• Successfully completed fault identification, rectification
(top bar replacement), COH, RLA, and the replacement
of the refurbished generator rotor and stator in Unit
No. 3 generator (Ercole Marelli-made, 210 MW) at NLC
TS-II, Neyveli.

• Successfully completed stator bar replacement work
and the first-ever CC bolt replacement on a 600 MW
HEC generator at Adani Power Limited, finishing 25
days ahead of schedule and delivering significant value
to the customer.

• Successfully completed the fast stator rewind of the Unit
No. 4 generator (250 MW, BHEL-made) at JPL Tamnar
and JPVL Bina, along with the complete rotor rewind of
Unit No. 4 generator.

• Successfully upgraded the Unit No. 2 governing protection
system at NTPC Rihand.

• Successfully completed major turbine-generator outages
of 270 MW BHEL-made Units 4 and 5 at RattanIndia Power
Limited, Amravati, covering a complex scope including
casing repair, seal fins replacement, rotor balancing, and
J-strap replacement.

electrostatic precipitator

• Received ESP refurbishment orders from PSPCL for
a more-than-a-decade-old (oOEM) Ropar Unit 4, a
210 MW BHEL unit.

• Secured an order for ESP (BHEL-made) upgrading from
Gujarat Narmada Fertilizers Corporation for an industrial
boiler, which is currently under execution.

• Successfully executed ESP refurbishment work at PSPCL
Lehra Mohabbat Unit #3, a 250 MW BHEL-made unit.

• Established the ESP Controller EPCORE IV in the
market by securing orders from customers like Adani
and Jindal Power.

Durgapur Factory:

Cryogenic and Pressure Vessels:

• Successfully supplied DCAC and EVC vessels, including
cryogenic and pressure vessels, to SAIL Steel Plant
in Durgapur (first order in the cryogenic segment) a
purchase order from Air Water India.

• Executed the supply of tuyere cooler holders and
stove shells under orders from Danieli Corus, along
with the fabrication and supply of hoppers and silos for
Adani Petrochemical.

automation and control

The Automation and Control facility in Noida,
Uttar Pradesh, of the Company is focused on
delivering leading automation and control solutions
and technology, partnering with customers. It
is known to be one of the leading execution
centers for project execution globally in the field
of automation and industrial solutions.

The Automation and Control facility in Noida, Uttar Pradesh
of the Company continues to solidify its position as a center
of excellence, delivering end-to-end lifecycle solutions—from
critical spares and expert services to complete Upgrade
(renovation and modernization) for both legacy and modern
control systems across India and worldwide.

The Company's Automation and Control team is highly skilled
in executing projects for distributed control systems, turbine
controls, generator excitation, generator health and monitoring,
and others, with various product lines, e.g., ALSPA, Mark VIe,
Ex2100e, GHM, etc.

Following milestones were achieved in
FY 2025-26:

• Commissioned the Generator Health Monitoring (GHM)
system at JPL Tamnar (2x250 MW); this will help
the customer identify issues at an early stage in this
oOEM generator.

• Successfully upgraded the oldest GE excitation system
(installed in 1969) at NPCIL (Tarapur).

• Upgraded the ALSPA HMI at NTPC Rihand, strengthening
cybersecurity and lifecycle.

• Delivered the Wanakbori Turbine Control System (Mark
VIe) for GSECL (one unit), which included localized panel
assembly along with various other components.

• Spares and services were delivered to various customers,
e.g, Adani Godda, NTPC Telangana, JSW Ind-Bharat,
GSECL Utran, NTPC Mouda, and Hulu, etc.

Key Milestones Achieved - Exports:

• Upgraded ALSPA controllers at Sembcorp, Singapore,
from their initial installation in 2012 to help enhance the
system's lifecycle.

• Performed a Smart Retrofit Solution (ALSPA to MarkVle)
for Alure (Argentina) and Rades (Tunisia, commissioning
in progress) a Lean solution retaining I/O modules with
minimum downtime.

• Services delivered to Zubair (Iraq), Ras Laffan (Qatar),
Hulu (Malaysia), Sengkang (Indonesia), EGA (Dubai),
Sembcorp (Singapore) and Sousse (Tunisia).

New Build:

• A final settlement agreement was reached with BHEL,
marking the closure of the Boiler portfolio contract
and resulting in a significant release of cash and bank
guarantees by the customer.

• Performance guarantee (PG) tests were successfully
completed for NTPC North Karanpura Unit 3 (660 MW)
and NTPC Gadarwara Unit 1 (800 MW).

• Unit synchronization was achieved for the TANGEDCO
Udangudi project (660 MW).

• Completion of facilities was achieved for NTPC Patratu
Unit 1 (800 MW), NTPC North Karanpura Unit 3 (660
MW), and TANGEDCO North Chennai (660 MW).

• Operational acceptance certificates were received
for seven FGD units: two each at NTPC Meja, NTPC
Telangana, and NTPC Jhajjar, and one unit at NTPC Tanda.

• A "Completion of Facilities" milestone was achieved for
two units of NTPC Simhadri and one unit each of NTPC
Unchahar and NTPC Jhajjar.

way forward

Amid evolving energy demand patterns and increasing renewable integration, GE Power India remains well-positioned to leverage
its capabilities across the broader power ecosystem. The Company continues to focus on expanding service solutions that
enhance efficiency, deploying emission control technologies, and supporting the modernization of existing power infrastructure.

Its key business priorities include strengthening the core services and upgrades portfolio; deepening engagement across the
installed base; and selectively pursuing opportunities in emission control and allied solutions. It also remains focused on expanding
its international presence through targeted parts exports and delivering specialized equipment for industrial applications.

Through continued investment in technology, stronger service capabilities, and support for grid modernization, the Company
seeks to enhance its role in meeting the evolving needs of the power sector. Its approach remains aligned with improving
operational efficiency, enabling cleaner processes, and supporting the demand for reliable and sustainable power generation.

environment, health, and safety (ehs)

For the Company, the safety, health, and well-being of
employees, contractors, and customers are of prime
importance. The Company is governed by its EHS directives
and instructions to protect itself and its stakeholders. EHS
processes are managed in accordance with the highest
standards and are evaluated periodically.

The EHS Management System of the Company is robust and
certified to both ISO 14001 and ISO 45001.

Leadership in the Company owns and is accountable for EHS
performance, with senior leaders setting the direction for
strong safety outcomes. Managers establish safety objectives,
monitor performance, and ensure teams are provided with
the necessary resources and support.

The Company follows a "Zero Tolerance to Life-Saving
Rule Deviation Policy" and promotes the "I Own Safety"
empowerment approach. Every stakeholder follows the Life
Saving Rules, which emphasize starting work safely, identifying
triggering circumstances, and reinforcing the use of Stop Work
protocols whenever required. Everyone is empowered to stop
unsafe work and report deviations whenever safety is at risk.

The Company has established standards to validate compliance
with the Life Saving Rules to ensure the effectiveness of critical
risk controls across operations.

When witnessing safe behaviour, it is appreciated, while
at-risk behaviors are addressed through the Just & Fair
approach, which may involve coaching, warnings, suspension,
or termination. Contractor supervisors are also empowered
to participate in the Just & Fair and Behaviour Based
Safety approach.

We have achieved 100% Life Saving Rule rollout, validation,
and effectiveness, as well as full implementation of the Just
& Fair Approach, Leadership Walks, and Stop Work processes
across our business to ensure zero Category A (Fatal) and B
(Severe) accidents. We conduct comprehensive investigations
and share lessons learned to mitigate recurrence. All locations
maintain healthcare facilities and emergency arrangements,
and employees at all levels receive training to build a strong
culture of safety and well-being.

This year, the Company has successfully replaced old asbestos
sheets with galvanized sheets for the panel, header, and the
element manufacturing shop at the Durgapur factory. This
initiative has significantly improved natural lighting in the
shops and the working environment for our team.

operational excellence

The Company embraces operational excellence and is deeply
rooted in the GE Vernova Way — the foundation of how it

works. We drive innovation. We serve our customers with
pride, focusing on mutual success and long-term impact. We
challenge ourselves to be better every day; Lean is not just
a methodology — it is how we work. We break boundaries
and silos to win as one team, harnessing the collective
strength of every individual across our organization. And
we are accountable — individually and collectively — to
deliver on our purpose and commitments to our people,
customers, shareholders, and the planet. These five principles
are not words on a wall; they are the behavioral DNA of the
Company, and they inspire everything we pursue under
Operational Excellence.

Aligned with our Go-Forward Imperatives, our vision is clear
and unwavering:
"We deliver customer value through defect-
free products, solutions, and services with proactive quality
and operational excellence
making the Company the
strategic partner of choice."
A cornerstone of this vision is our
commitment to the Zero-Defect Framework — a structured
roadmap comprising five phases and twelve elements
across our entire value stream, designed to drive best-in¬
class customer satisfaction. Going beyond the baseline of
existing quality standards such as ISO 9001 and built-in
quality, the Zero-Defect Framework reflects our proactive
and aspirational approach to quality — one that minimizes
risk, drives innovation, and strengthens our market position.
Every employee at the Company is expected to be familiar
with and apply the Zero-Defect Framework in their respective
roles — because quality is everyone's responsibility and
our right to win.

Complementing our quality commitment, the Company has
built a powerful operating mechanism — a structured engine of
continuous improvement that ensures every effort, every team,
and every initiative moves in the same direction, generating
the thrust needed to accelerate our transformation. It consists
of Operating Reviews — which give a holistic reflection on
business performance that evaluates meaningful trends and
ensures we stay on course toward our annual targets. Daily
management provides us with process discipline and drives
improvements with a sharp focus on our "true north" metrics.
When challenges arise, structured problem solving ensures
we eliminate the problem at its root and improve through
the Lean Roadmap — a cohesive, sequenced, one-year plan
that aligns resources, budgets, and timing across our value
stream toward our future state vision. It is the Lean Roadmap
that plans and sequences all of our Kaizen events — where
empowered, cross-functional teams gather to drive change
for the better, turning strategy into real, sustainable action.

We are proud and inspired to rise in our maturity in embracing
operational excellence. In the past year, 80% of senior
leadership has been actively and personally participating
in continuous improvement activities — proving that
our transformation dream is not delegated, it is led. Our
Kaizen intensity has accelerated by approximately 137%, a

powerful testament to the growing energy, engagement, and
ownership of continuous improvement across every level of
our organization.

These achievements inspire us deeply — not because they
mark a destination, but because they signal the momentum
of a transformation that is just beginning. At the Company,
we will continue to challenge ourselves, empower our people,
and relentlessly pursue excellence — because quality and
continuous improvement are not just our commitment; they
are our right to win.

directors

As at 31 March 2026, the Board of Directors of the Company
comprises of Six (6) members, including one (1) Chairman
Non-Executive Non-Independent Director, two (2) Executive
Directors and three (3) Non-Executive Independent Directors,
including one (1) Woman Independent Director. The details of
the Board and Committees' composition, Directors' tenure, and
other information are available in the Corporate Governance
Report, which forms part of this Annual Report.

During the FY 2025-26 and up to the date of this report,
following changes took place in the position of Directorship
of the Company:

Appointment / Cessation / Re-appointment of
Directors:

• Mr. Neeraj Kumar Nanda (DIN: 07634636) was appointed
as an Additional Director in the category of Independent,
by the Board, based on the recommendation of the
Nomination and Remuneration Committee, at its
meeting held on 13 May 2025, for a first term of five
(5) consecutive years, with effect from 16 May 2025
to 15 May 2030 (both days inclusive), not liable to
retire by rotation, who was eligible to hold office as an
Additional Director up to the conclusion of the 33rd AGM.
Thereafter, the Members of the Company approved his
appointment as Independent Director for a term of five
(5) consecutive years commencing from 16 May 2025,
not liable to retire by rotation.

• Mr. Craig Martin Richards (DIN: 11141735) was appointed
as an Additional Director by the Board, based on the
recommendation of the Nomination and Remuneration
Committee, at its meeting held on 29 May 2025, with
effect from 14 August 2025, who was eligible to hold
office as an Additional Director up to the conclusion of
the 33rd AGM. Further, pursuant to the provisions of
Article 174 of the Articles of Association of the Company,
the Board appointed Mr. Richards as Chairman of the
Board of Directors of the Company with effect from 15
August 2025. Thereafter, the Members of the Company
approved his appointment as Non-Executive Director of
the Company at the 33rd AGM held on 14 August 2025.

• Mr. Mahesh Shrikrishna Palashikar (DIN: 02275903),
who was liable to retire by rotation at the 33rd AGM,
vide his letter dated 29 May 2025, requested that he be
relieved from the office of Chairman of the Board and
Non-Executive Director of the Company, with effect
from the conclusion of the 33rd AGM held on 14 August

2025, in view of his other professional commitments.
The Board places on record its sincere appreciation and
gratitude for his valuable contributions during his tenure.

• Mr. Aashish Ghai (DIN: 07276636), vide his letter dated
13 March 2026, resigned from the position of Whole-Time
Director and Chief Financial Officer of the Company with
effect from the close of business hours on 13 May 2026.
The Board places on record its sincere appreciation and
gratitude for his valuable contributions during his tenure.

• Considering the performance evaluation results, the
skills and capabilities required of an Independent
Director, and other relevant factors, the Nomination and
Remuneration Committee, at its meeting held on 11 May

2026, recommended to the Board, the re-appointment of
Ms. Shukla Wassan (DIN: 02770898) as an Independent
Director of the Company, not liable to retire by rotation,
for a second term of five (5) consecutive years, from
29 November 2026 to 28 November 2031 (both days
inclusive), subject to approval of the Members by way
of a special resolution.

Re-appointment of Director(s) retiring by
rotation

• In accordance with the provisions of Section 152 of
the Act, read with rules made thereunder, and the
Articles of Association of your Company, Mr. Craig Martin
Richards (DIN: 11141735), Chairman and Non-Executive
Non-Independent Director of the Company is liable to
retire by rotation at the ensuing 34th AGM and being
eligible, offers himself for re-appointment. The Board
recommends the re-appointment of Mr. Craig Martin
Richards (DIN: 11141735) as Director for your approval
being sought at the ensuing AGM.

The particulars of the Directors seeking appointment / re¬
appointment, as required under Regulation 36(3) of the Listing
Regulations and Secretarial Standard on General Meetings
("
SS-2") issued by the Institute of Company Secretaries of
India, are provided in Statement pursuant to section 102 of the
Companies Act, 2013 ("
Act") forming part of the AGM Notice.

Declaration from Independent Directors

All the Independent Directors have declared that they meet
the criteria of independence as laid down under the Act, the
Listing Regulations, and any other applicable law, along with
a declaration of compliance with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as
amended from time to time. The Independent Directors have

complied with the Code for Independent Directors prescribed
in Schedule IV to the Act and are not liable to retire by rotation.

The remuneration paid or payable to the Executive Directors
and Non-Executive Independent Directors is detailed in Clause
IV - Remuneration of Directors of the Corporate Governance
Report forming part of this Annual Report. Further, the Company
has in place a Code of Conduct for Board Members and Senior
Management. The Company has received disclosures from
the Directors and Senior Management Personnel regarding
compliance with the aforesaid Code during FY 2025-26.

key managerial personnel

As at 31 March 2026, following were the Key Managerial
Personnel ("
KMPs”) of your Company as per Sections 2(51)
and 203 of the Act:

• Mr. Puneet Bhatla, Managing Director

• Mr. Aashish Ghai, Whole-Time Director & Chief
Financial Officer1

• Ms. Kamna Tiwari, Company Secretary &
Compliance Officer2

1He has resigned, vide letter dated 13 March 2026, with effect from
the closure of the business hours of 13 May 2026.

2She has resigned with effect from the closure of the business hours
of 02 April 2026.

registered office

The Registered Office of the Company is situated at Regus
Magnum Business Centers, 11th floor, Platina, Block G, Plot
C-59, BKC, Bandra (E), Mumbai - 400051, Maharashtra. There
was no change in the address of Registered office during
the FY 2025-26.

meetings of board and its committees

The Board met Eleven (11) times during the year. The
intervening gap between two consecutive meetings did
not exceed 120 days, as prescribed under the Act and the
Listing Regulations. The Board and its Committees meet at
regular intervals to review the Company's business policies,
strategic priorities, financial performance, and other matters of
significance. To facilitate effective participation and meaningful
deliberations, the meetings are scheduled in advance through
a tentative quarterly and half-yearly calendar, which is finalized
by the Directors at the beginning of the year.

To further strengthen the Corporate Governance practices
in your Company and to maintain the corporate culture of
conscience and consciousness towards shareholders and other
stakeholders, your Company has non-mandatory committees
in place which focus on strategy, innovation, sustainability,

inclusion etc. to help concentration on key areas thereby
enhancing the Board processes.

Your Company has four (4) mandatory Committees, namely, the
Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, and Risk Management
Committee. In addition, your Company had three (3) non¬
mandatory Committees, namely, the Strategy & Innovation
Committee, Sustainability Committee, and Inclusion & Diversity
(I&D) Committee. However, the Board has dissolved the
Sustainability Committee and the Inclusion & Diversity (I&D)
Committee with effect from 11 February 2026. Accordingly,
matters earlier placed before the Sustainability Committee
shall henceforth be placed before the Board of Directors, and
matters relating to Inclusion & Diversity Committee shall be
placed before the Nomination and Remuneration Committee.

In view of the alignment of your Company's sustainability
and I&D initiatives with the global framework and strategic
direction driven by GE Vernova's leadership, your company
has decided to dissolve these non-mandatory committees.
Notwithstanding this decision, your Company continues to
adopt and implement global best practices in the areas of
sustainability as well as inclusion and diversity.

The Details of the Board and Committee, including the terms of
reference, composition, and meetings held during FY 2025-26,
are provided in the Corporate Governance Report forming
part of this Annual Report. The non-mandatory Committees
of the Company are, to the extent possible, managed in
compliance with Secretarial Standard-1 on Meetings of
the Board of Directors issued by the Institute of Company
Secretaries of India.

recommendations of audit committee

Your Company has an Audit Committee of the Board of
Directors in place. The terms of reference of the Audit
Committee are in line with Section 177 of the Act and the
Listing Regulations, as amended, are detailed in the Corporate
Governance Report, which forms part of this Annual Report.
There were no recommendations made by the Audit Committee
which were not accepted by the Board.

nomination and remuneration policy

Your Company has in place a Nomination and Remuneration
Policy to ensure that the Board and top Management is
appropriately constituted to meet its fiduciary obligation
to stakeholders, to identify and determine the integrity,
qualification, expertise and experience of persons who are
qualified to become Directors or who may be appointed in
senior management and / or as Key Managerial Personnel of
the Company. This policy
inter-alia lays down the guidelines
relating to appointment and remuneration for Executive

Directors, Non-Executive Directors, Independent Directors, Key
Managerial Personnel and Senior Management, skill mapping
of director before appointment, alignment with current HR
policies of the Company, criteria for paying remuneration /
commission to Non-Executive Directors etc. The Nomination
and Remuneration policy was last reviewed and amended on
13 May 2025 to amend and include criteria for determining the
commission payable to all the Non-Executive Directors and /
or Independent Directors. The Nomination and Remuneration
policy can be accessed at
www.gevernova.com / regions/asia
/ in/ge-power-india-limited

board evaluation

Pursuant to the provisions of the Act and the Listing
Regulations, the Non-Executive, Non-Independent Director
and the Executive Directors of the Company were evaluated
by the Independent Directors of the Company in a separate
meeting of Independent Directors held on 11 May 2026. The
formal annual evaluation of the Independent Directors, Board
as a whole, Chairman, Committees namely Audit Committee,
Stakeholders Relationship Committee, Risk Management
Committee, Nomination and Remuneration Committee, Strategy
& Innovation Committee, Inclusion & Diversity Committee
and Sustainability Committee and all the individual Directors
were undertaken in the Board meeting. More details on
the same including the evaluation mechanism are provided
in the Corporate Governance Report which forms part of
this Annual Report.

auditors and audit report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read
with the Companies (Audit and Auditors) Rules, 2014, as
amended, the Members of the Company at the 29th AGM
approved the appointment of M/s Deloitte Haskins & Sells,
Chartered Accountants (Firm Registration No.: 015125N), as
the Statutory Auditors of the Company, for a term of five (5)
consecutive years to hold office until the conclusion of the
ensuing 34th AGM.

In accordance with Section 141 of the Act, M/s Deloitte Haskins
& Sells have provided their written consent and confirmed they
are not disqualified from serving as Statutory Auditors. Upon
the Audit Committee's recommendation, the Board of Directors,
in its meeting on 11 May 2026, proposed the re-appointment
of M/s Deloitte Haskins & Sells for a second term of five (5)
consecutive years commencing from the conclusion of the
ensuing 34th AGM until the conclusion of the 39th AGM to be
held in the year 2031, subject to the approval of the Members
of the Company being sought at the ensuing 34th AGM.

Brief profile of M/s Deloitte Haskins & Sells, Chartered
Accountants,
inter-alia highlighting their competence and
experience, is given in the Notice of ensuing 34th AGM.

The Statutory Auditors have issued unmodified opinions on
both the Standalone and Consolidated Financial Statements.
Their reports do not contain any qualifications, reservations,
adverse remarks, or disclaimers. The notes to the financial
statements, as referred to in the Auditors' Report, are
self-explanatory.

Cost Auditors

Pursuant to Section 148 of the Act, your Directors, on the
recommendation of the Audit Committee, has appointed
M/s Yogesh Gupta & Associates, Cost Accountants as Cost
Auditors of your Company for the FY 2026-27 to carry out
the cost audit for the applicable business at a remuneration of
H3,00,000/- (Rupees Three Lakh only), plus applicable taxes
and reimbursement of out of pocket expenses. A certificate
from M/s Yogesh Gupta & Associates, Cost Accountants, has
been received, confirming that their appointment as Cost
Auditors of the Company would be in accordance with the
limits specified under Section 141 of the Act.

Brief profile of M/s Yogesh Gupta & Associates, Cost
Accountants,
inter-alia highlighting their competence and
experience, is given in the Notice of ensuing 34th AGM.

As required under the Act, the remuneration payable to the
Cost Auditor is required to be placed before the Members of the
Company in the general meeting for ratification. Accordingly,
the Board of Directors of your Company recommends Members
to ratify the remuneration payable to M/s Yogesh Gupta &
Associates, Cost Accountants, for the FY 2026-27, being
sought at the ensuing 34th AGM.

The Cost records specified by the Central Government, in
compliance with sub-section (1) of section 148 of the Act,
are being duly maintained by the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act, read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the Listing
Regulations, M/s VKC & Associates, Practicing Company
Secretaries (UIN: P2018DE077000), a peer reviewed firm, was
appointed as the Secretarial Auditor of the Company for a term
of five (5) consecutive years, commencing from 33rd AGM
till the conclusion of 38th AGM to be held in the year 2030.

The Secretarial Audit Report for the financial year ended
31 March 2026, issued by the Secretarial Auditor in Form
MR-3, is annexed herewith as
'Annexure A' to this Report.

Further, in terms of Regulation 24A of the Listing Regulations,
the Annual Secretarial Compliance Report for the financial
year ended 31 March 2026 has been duly obtained from
M/s VKC & Associates. This report will be filed with the Stock
Exchanges within the prescribed timelines.

There are no qualifications, reservations, observations or
adverse remarks made by the Secretarial Auditors in their
report for FY 2025-26.

Reporting fraud by Auditors

During FY 2025-26, no fraud by any officer or employee of
your Company was reported to the Audit Committee by the
Statutory Auditors or the Secretarial Auditor, in compliance
with Section 143(12) of the Act.

directors’ responsibility statement

Pursuant to the requirement under Section 134(3)(c) of the
Act, it is hereby confirmed that:

i. in the preparation of the annual financial statements
for the year ended 31 March 2026, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any;

ii. such accounting policies have been selected and applied
consistently and made such judgements and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at the
end of the financial year 31 March 2026 and of the profit
of the Company for that period;

iii. proper and sufficient care have been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. the annual financial statements have been prepared on
a going concern basis;

v. financial control been laid down and followed by the
Company and that such internal financial controls are
adequate and are operating effectively; and

vi. proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

subsidiaries / joint ventures

As on 31 March 2026, your Company has one (1) subsidiary,
namely GE Power Boilers Services Limited ("
GEPBSL"), a wholly
owned subsidiary of the Company and one (1) Joint Venture,
namely, NTPC GE Power Services Private Limited ("
NGSL").

GE Power Boilers Services Limited ("GEPBSL”)

GEPBSL is a non-material, non-listed Indian subsidiary, based
on the financial statements as on 31 March 2026. It was initially
engaged in the services related to boilers. During FY 2025-26,
GEPBSL had income from operations of H1.6 million (Previous
Year: HNil) along with Profit after tax of H0.82 million (Previous
Year: Loss after tax of H0.01 million).

As at 31 March 2026, GEPBSL has accumulated losses of
H3.1 million. In previous year, the Company had received an
order from CESC Limited amounting to H1.6 million, the service
related to this order has been delivered in current financial
year with the support of its immediate holding company GEPIL,
consequently the Company has generated revenue to meet out
its recurring expenses. Financial statements of the Company
have been prepared on a basis other than going concern.

NTPC GE Power Services Private Limited
("NGSL”)

The Company holds 3,000,000 equity shares of H10 each in
NGSL. The Company is having 50% voting rights and right to
net assets in NGSL thereby giving joint control over NGSL.
Investment in Joint venture is accounted for using the equity
method of accounting, after initially being recognized at cost.
During the FY 2025-26, NGSL had a total profit after tax of
H323.4 million out of which H161.7 million has been recognised
as a part of your company's financials.

Key updates during FY 2025-26:

1. Achieved Revenue H7,663 million and Profit Before Tax
H433.7 million, all time high in NGSL's history.

2. Order Book H21,828 million and Order inflow H6,182 million.

3. Credit rating from ICRA released, Long Term A
and Short Term A1.

4. Received new orders for BESS from NTPC Limited and
for SVG from NTPC Renewal energy Limited.

In compliance with the first proviso to sub-section 3 of section
129 of the Act, a statement containing the salient features of
the financial statements of the Company's Subsidiaries / Joint
Ventures and their contribution to the overall performance
of the Company in Form AOC-1 is annexed herewith as
'Annexure B' to this Report.

consolidated financial statements

In compliance with provisions of Section 129 of the Act and
Listing Regulations, as amended, your Company has prepared
Consolidated Financial Statements in accordance with the
requirements of Ind-AS Rules. The Audited Consolidated

Financial Statements along with the Auditors' Report thereon
forms part of this Annual Report.

Further, as per the fourth proviso of Section 136(1) of the Act,
Audited Financial Statements of the subsidiary Company have
been displayed on the website of the Company at
https://
www.gevernova.com/regions/asia/in/ge-power-india-limited.

promoter shareholding and website

The immediate holding company is GE Steam Power
International BV, which holds 46,102,083 equity shares,
representing 68.58% of the Company's paid-up capital as of
31 March 2026. There has been no change in this holding up
to the date of this report. With effect from 02 April 2024, the
ultimate holding company of GE Power India Limited changed
from General Electric Company to GE Vernova Inc., and the
same was intimated to the stock exchanges on 03 April 2024.

Further, on 25 July 2024, the Board of Directors of the Company
received and noted a communication dated 25 July 2024 from
its immediate holding company, GE Steam Power International
B.V. (the Promoter of the Company), with the subject line
"Ending Plan to Exit from GE Power India Limited and De-
Promoterise".
By way of the said communication, GE Steam
Power International B.V. informed the Company that it had
decided to withdraw its plan to exit from GE Power India Limited
("
GEPIL") and de-promoterise the Company and confirmed that
it would continue to remain the Promoter of the Company. The
same was intimated to the stock exchanges on 25 July 2024.

The Company's website URL was changed from www.
gevernova.com/regions/in/ge-power-india-limited
to www.
gevernova.com/regions/asia/in/ge-power-india-limited
.

Change of symbol/ticker of the Company

The Company's symbol / ticker changed on both the stock
exchanges from
''GEPIL'' to "GVPIL” with effect from 28
August 2025 and the same was intimated to stock exchanges
on 26 August 2025.

significant transactions / initiatives

The Key Highlights of the Significant Transactions / Initiatives
undertaken during the year and till the date of this Report
are as follows:

• During the year, the Board of Directors of the Company,
based on the recommendations of the Audit Committee
and the Committee of Independent Directors, at its
meeting held on 18 September 2025, approved a Scheme
of Arrangement amongst the Company and JSW Energy

Limited ("JSW") and their respective shareholders under
Sections 230 to 232 of the Companies Act, 2013 and
other applicable laws ("
Scheme") for the demerger and
transfer of the Company's Durgapur facility, comprising
the business of manufacture and supply of power boiler
components, pressure vessels, piping and coal mills for
thermal power plants (the "
Demerged Undertaking"), as
a going concern and on an "as is where is" basis from
Company to JSW.

Under the Scheme, the Demerged Undertaking will be
transferred to and vested in JSW, and in consideration
thereof, JSW will issue and allot its equity shares to the
shareholders of the Company in the share entitlement
ratio of 10 (Ten) fully paid-up equity shares of H10/-
(Rupees Ten Only) each of JSW for every 139 (One
Hundred Thirty Nine) fully paid-up equity shares of H10/-
(Rupees Ten Only) each held in the Company, subject
to adjustments as provided in the Scheme. The share
entitlement ratio was determined based on the valuation
report and fairness opinion obtained in this regard.

Your Company, in accordance with the approval of the
Board of Directors in the same meeting, has also entered
into the Demerger Co-operation Agreement ("
DCA")
and other ancillary agreements with JSW. Under the
DCA, they have agreed that, in the event the proposed
demerger of the Demerged Undertaking is not feasible
under certain specified circumstances, then the transfer
of the Demerged Undertaking from the Company to JSW
Energy Limited shall take place, by way of slump sale
as a going concern and on an "as is where is" basis.

Further, the Company has received the observation
letter with "No Adverse Observations" from BSE Limited
and the "No Objection" letter from the National Stock
Exchange of India Limited in relation to the Scheme dated
01 April 2026. The relevant disclosures in this regard are
available on the Company's website and on the stock
exchanges. Implementation of the Scheme remains
subject to approval of the shareholders, creditors, the
Hon'ble National Company Law Tribunal, Mumbai bench
and other requisite regulatory and statutory authorities,
as may be required.

The Board of your Company has also approved the
execution of a Leave and License Agreement and a
Contract Manufacturing Agreement with Quality Profiles
Private Limited (
“QPPL"). As a strategic move, this
arrangement is to establishes a dedicated facility to
support the Company's repairs business, with QPPL
collaborating on factory setup and operations. The
relevant disclosures in this regard are available on the
Company's website and on the stock exchanges.

vigil mechanism

Your Company is dedicated to upholding the highest
standards of corporate governance, guided by the principles
of transparency, accountability, fairness, and integrity, with the
goal of creating long-term, sustainable value for its stakeholders.
To support this commitment, the Company has established
a Vigil Mechanism (Ombuds and Open Reporting Procedure)
that provides all stakeholders with a channel to report actual
or potential concerns related to integrity policy breaches or
legal violations. The Company provides adequate safeguards
to the concern raiser. If a concern raiser faces any retaliation
because of reporting a concern or supporting an investigation,
or in inappropriate or exceptional circumstances the aforesaid
Procedure provides adequate provision to report the incident
to the Chairman of the Audit Committee. In addition, your
Company has adopted an internal Code of Conduct which is
followed by anyone who works for or represents GE Vernova,
which includes your Company.

Employees have the power to influence GE Vernova's reputation
worldwide by how they embrace the ethics & integrity. The code of

conduct and associated policies empowers employees to uphold
the long-standing tradition of working with unyielding integrity
with everyone, everywhere, everyday, when work is being
conducted and / or where the Company is being represented.

GE Vernova promotes an open environment for all to raise
concerns and act as the voice of integrity through Open Reporting.
We encourage the use of our various reporting channels to raise
integrity concerns without fear of retaliation to uphold the policies
and ethical standards. During the year, 19 Code of Conduct
policy concerns were raised and closed, and out of this ~ 39%
of the complaints were confirmed.

The aforesaid policies are available on the Company's
website at
https://www.gevernova.com/regions/asia/in/ge-
power-india-limited

fixed deposit

The Company has not accepted any deposits and as such
no amount of principal or interest was outstanding as at the
end of FY 2025-26.

credit rating

The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual
Report. Summary of the latest and highest credit rating obtained by the Company during FY 2025-26 is provided below:

Rating

Latest and Highest Rating of FY 2025-26

Name of the credit rating agency

ICRA Limited

Date on which the credit rating was obtained

02 March 2026

Long-term rating

ICRA[BBB ] Stable

Short-term rating

ICRA [A2]

Reasons provided by the rating agency for a downward revision

Not Applicable

management discussion and analysis

The Management Discussion and Analysis is presented in
a separate section, which forms part of this Annual Report.

corporate governance report

The Corporate Governance Report is presented in a separate
section, which forms part of this Annual Report.

particulars of loans, guarantees or investments

The particulars of investments and loans are mentioned in
Notes no. 7 & 16, respectively, of the Notes to the standalone
financial statements forming part of the Annual Report. Your
Company has not provided any guarantee during FY 2025-26
under section 186 of the Act.

On 29 March 2025, the Members of your Company vide Postal
Ballot granted approval for enhancement of overall limits for
inter-corporate Loans/guarantees/security/investment up
to a maximum of H4,500 million only (Rupees Four Thousand
and Five Hundred million only) at any given point of time,
subject to specific approval of a transaction by the Board,
notwithstanding the aggregate of loans and investments
so far made and/or guarantees or security so far provided
by the Company to any person or body corporate, over
and above the limits prescribed under Section 186 of the
Act i.e. 60% of the paid-up share capital, free reserves and
securities premium account of the Company or 100% of free
reserves and securities premium account of the Company,
whichever is more.

related party transactions

During FY 2025-26, pursuant to Regulation 23 of Listing
Regulations, Members approval for material related party
transactions ("
MRPTs") and any material modifications thereto,
if applicable, was obtained through postal ballot passed on
04 May 2025 and at the 33rd AGM of the Company held on 14
August 2025, which were in the ordinary course of business
and on an arm's length basis. Omnibus approval for related
party transactions, at arm's length and in the ordinary course
of business, which were foreseen and repetitive in nature,
was obtained from the Audit Committee.

Accordingly, the disclosure of related party transactions, as
required under Section 134(3)(h) of the Act, in Form AOC-2,
is not applicable for FY 2025-26 and hence does not form
part of this Report. The disclosures pertaining to transactions
with Related Parties in compliance with applicable accounting
standards have been provided in Note no. 36 of the Notes to
Standalone Financial Statements.

Your Company has in place a Related Party Transactions Policy
which is available at:
https://www.gevernova.com/gev/sites/
default/files/2025-10/related-party-transactions-policy.pdf
.

energy conservation, technology absorption and
foreign exchange earnings and outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings & outgo as
stipulated under Section 134(3)(m) of the Act is annexed as
'Annexure C' to this Report.

development and implementation of a risk management
policy

The Board of Directors of your Company has laid down a Risk
Management Policy for the Company. Further, the Company
has Risk Management Committee (
"RMC") in place. The
Committee assists the Board in fulfilling its risk management
oversight responsibilities regarding identification, evaluation
and mitigation of critical risks - strategic as well as operational.
The Company has an enterprise risk management (ERM)
framework in place. This helps in identifying elements of
risks inherent to the business linked to various activities such
as tendering, contract execution, operational and financial
management, environment, health and safety, reputation and
image, currency fluctuation, compliance etc. These risks are
assessed with respect to factors - external as well as internal
to your Company that can impact its business operations and
growth aspirations. There is a structured process to identify
enterprise level critical risks and to develop their respective
mitigation action plans. Status of these risks and mitigation
action plans are periodically reviewed by the RMC.

The framework of Internal Financials Controls IFC and
the system of Internal Audit complement the Policy by
scientifically identifying, scoping and mapping risks to
significant businesses, profit centers and functional areas.
Risk matrices that map controls against risks in each area,
are evaluated periodically. There exists an objective rating
criterion for observations and time bound mitigations that are
monitored. Every unit and function is required to deploy the
control measures and ensure timely reporting. In the opinion
of the Board, none of the above-mentioned risks threaten the
existence of your Company.

reporting under the sexual harassment of women at
workplace (prevention, prohibition and redressal)
act, 2013

In accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the associated rules, the Company has implemented a
comprehensive policy to address sexual harassment in the
workplace. The Company has duly constituted an Internal
Committee as mandated under the said Act. During the
financial year 2025-26, the Company organized remote and
in- person awareness programs across its various locations
to educate employees on this subject.

During FY 2025-26, no complaints were filed or disposed of,
and accordingly, there were no complaints pending as at the
end of the financial year.

code on social security, 2020 withregard to maternity
benefit

The Company is in compliance with the provisions of Maternity
Benefit as prescribed under Maternity Benefit Act, 1961 / Code
on Social Security, 2020.

internal financial controls with reference to the
financial statements

The Board of Directors of your Company is satisfied with the
internal financial control process with reference to the financial
statements. Internal control environment of the Company is
reliable with well documented framework to mitigate risks. A
detailed analysis is provided in the Management Discussion
and Analysis, forming part of this Annual Report.

annual return

As per provisions of Section 92(3) of the Act, the Annual Return
of the Company is hosted on the your Company's website
and can be accessed at the weblink:
www.gevernova.com/
regions/asia/in/ge-power-india-limited/reports-financials.

particulars of employees

In compliance with the provisions of Section 197 of the Act read
with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the particulars of the
employees are set out in
'Annexure D' to this Report. However,
as per the provisions of Section 136 of the Act, the Annual
Report is being sent to all the members of the Company
excluding the information to be provided under Rule 5 (2)
& (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The said information is
available for inspection by the members at the registered
office of the Company up to the date of the ensuing Annual
General Meeting. Any member interested in obtaining such
particulars may write at
in.investor-relations@gevernova.com

significant and material orders passed by the
regulators or courts

There were no significant and material orders passed against
your Company by the regulators or courts or tribunals during

FY 2025-26 impacting the going concern status and your
Company's operations in future.

material changes and commitments, if any or any
other material event having an impact on the affairs
of the company.

There were no material changes and commitments affecting
the financial position of the Company which occurred between
the end of FY 2025-26 and on the date of the report, other
than already disclosed above.

general disclosures

i. During FY 2025-26, no case against the Company under
the Insolvency and Bankruptcy Code, 2016 ("
Code") was
initiated and is subsisting as on 31 March 2026.

ii. There was no instance of onetime settlement with any
Bank or Financial Institution.

iii. There has been no change in the nature of business
of the Company.

iv. During the year the Company did not issue any
equity shares with differential rights as to dividend,
voting or otherwise.

v. The Secretarial Standard on Meetings of the Board
of Directors ("
SS-1") and the Secretarial Standard on
General Meetings ("
SS-2") issued by the Institute of
Company Secretaries of India have been duly complied.

corporate social responsibility (csr)

Corporate Social Responsibility and inclusiveness are part
of the Company's sustainability strategy. Inclusion, efficient
resource management, and engaging our internal and
external stakeholders in the process of sustainability are
part of the overall agenda. Through employee volunteering,
sustainability goals, and CSR efforts, the Company has
endeavored to prioritize its commitment to sustainable and
inclusive development.

During FY 2025-26, the Company did not have a statutory
CSR budget under the Act. However, the Company voluntarily
spent ?800,000 towards an education program in GE model
tribal villages, promoting education and rural development
during FY 2025-26. The Annual Report on CSR activities is
marked as '
Annexure E', to this Report.

initiatives undertaken by the company in FY 2025-26

Basic education for underprivileged children
in the tribal villages of Durgapur

The Company, in partnership with Swami Vivekananda
Vani Prachar Samity (SVVPS), provides basic education
in the tribal villages of Durgapur, Paschim Bardhaman,
West Bengal (Moldanga, Fuljhor, and Kathaldanga), more
than 170 children. This project included running three
education centers at Moldanga, Fuljhor, and Kathaldanga,
which facilitated the engagement of eight teachers and
supported the provision of educational materials and learning
support for the students. The project benefited three tribal
villages and involved a total expenditure of H800,000.00.
The project was completed during FY 2025-26.

investor education & protection fund (iepf)

Pursuant to Section 124(5) of the Act read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("
Rules”), all unpaid or unclaimed dividends are required
to be transferred by the Company to the IEPF established by
the Central Government after seven years. In accordance
with the aforesaid provisions, H819,819.22/- (Rupees Eight
Lakh Nineteen Thousand Eight Hundred Nineteen and Paise
Twenty-Two Only) was transferred to the IEPF Authority in
respect of unclaimed dividends for FY 2017-18.

Pursuant to Section 124(6) of the Act, such shares in respect
of which dividend has remained unpaid or unclaimed for
seven consecutive years shall be transferred to the demat
account maintained by the IEPF Authority. In accordance with
the aforesaid provisions, 54,354 (Fifty-Four Thousand Three
Hundred Fifty-Four) equity shares of the Company in respect
of which dividend has remained unpaid or unclaimed for seven
consecutive years from FY 2017-18 were transferred to the
demat account maintained by the IEPF Authority.

No dividend was declared or paid by the Company for
FY 2024-25; hence, no amount was due to be credited in

compliance with Section 124(6) of the Act to the IEPF Authority
during FY 2025-26.

Your Board has recommended a dividend of 70%, i.e., H7/-
(Rupees Seven Only) per equity share having a face value
of H10/- (Rupees Ten Only) per equity share, subject to the
approval of the Members of the Company at the ensuing
Annual General Meeting. Details of the year-wise amount of
unpaid/unclaimed dividend lying in the unpaid account, which
are liable to be transferred to the IEPF Authority, and the due
dates for such transfer are provided in the notes to the notice
of the ensuing 34th AGM.

As on 31 March 2026, 27,166 (Twenty-Seven Thousand One
Hundred Sixty-Six) equity shares are eligible to be transferred
to the IEPF Authority after 22 August 2026. Accordingly, in
compliance of the applicable provisions of the Act and rules
made thereunder, the Company will send a letter to such
shareholders in order to claim dividends which have remained
unpaid/unclaimed for the last seven consecutive years, i.e.,
since FY 2018-19, on or before 22 August 2026, as per the
applicable provisions of the Act and rules formed thereunder.
Thereafter, the dividend for the year mentioned above shall be
transferred to the IEPF, and the corresponding eligible shares
shall also be transferred to the demat account maintained by
the IEPF Authority.

business responsibility and sustainability report

A separate section on Business Responsibility and Sustainability
Report is annexed as '
Annexure-F' forms part of this Report.

acknowledgements

The Board of Directors take this opportunity to thank all its
Members, valued customers, banks, Government and statutory
authorities, investors and stock exchanges for their continued
support to the Company. Your Directors wish to place on
record their deep sense of appreciation for the services
committed by employees. Your Directors acknowledge with
gratitude the encouragement and support extended by the
valued Members and the Promoter of the Company.

For and on behalf of the Board of Directors
Craig Martin Richards

Place: Noida Chairman & Non-Executive Director

Date: 11 May 2026 (DIN: 11141735)

Attention Investors:
Naked short selling is strictly prohibited in the Indian market. All investors must mandatorily honor their delivery obligations at the time of settlement, for more information kindly refer SEBI SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/1, dated January 05, 2024    |    KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (Broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.    |    Prevent unauthorised transactions in your Stock Broking account --> Update your mobile numbers/ email IDs with your stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day…..Issued in the interest of Investors.    |    Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number and Email address with your Depository Participant. Receive alerts on your Registered Mobile and Email address for all debit and other important transactions in your demat account directly from CDSL on the same day….. issued in the interest of investors.    |    No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorize your bank to make payment in case of allotment. No worries for refund as the money remains in investor account.    |    Investors should be cautious on unsolicited emails and SMS advising to buy, sell or hold securities and trade only on the basis of informed decision. Investors are advised to invest after conducting appropriate analysis of respective companies and not to blindly follow unfounded rumours, tips etc. Further, you are also requested to share your knowledge or evidence of systemic wrongdoing, potential frauds or unethical behavior through the anonymous portal facility provided on BSE & NSE website.    |    Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. || Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. || Pay 20% upfront margin of the transaction value to trade in cash market segment. || Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 andNSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. || Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month….. Issued in the interest of Investors.
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