The Directors are pleased to present the 70 th Directors' Report, together with the audited financial statements of the Company for the financial year ended March 31, 2026.

FINANCIAL RESULTS

(H In millions)

Financial results for the year ended March 31, 2026, are in prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND

The Board of Directors (the "Board") of your Company have recommended a final dividend @ 500% i.e. Rs. 10/- per Equity Share (face value of Rs. 2/- each) of the Company for the year ended March 31, 2026. The total dividend payout, if approved by members of the Company at ensuing Annual General Meeting, will be approximately Rs. 2,560.5 million.

During the financial year 2025-26, a final dividend @ 250% i.e. Rs. 5/- per Equity Shares was approved by the shareholders at the 69 th Annual General Meeting of the Company held on September 10, 2025, 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 a Dividend Distribution Policy, which can be accessed at:

OPERATIONS OVERVIEW

Financial Year 2025-26 was a year of strong commercial momentum and disciplined execution for your Company. The Company won several marquee projects across utilities, renewable energy integration, grid automation, and industrial segments in both domestic and international markets. These wins reflected growing customer confidence in the Company's technology, leadership, execution capability,

compliance with the Indian Accounting Standards (Ind-AS) as

comprehensive portfolio spanning generation, transmission, and grid solutions provided by the Company. Driven by robust market demand and higher order conversion, the Company delivered outstanding growth across key financial metrics. Our order book expanded, reflecting continued customer demand and providing greater future revenue visibility. Revenue grew significantly, supported by healthy project execution, improved delivery performance, and strong customer demand across core businesses. Profitability also improved materially, with increase in EBITDA driven by improved pricing operating leverage, productivity initiatives, supply chain efficiencies, and continued focus on Lean execution. The strong performance in financial year 2025-26 demonstrates the successful execution of the Company's growth strategy and provides a solid foundation for sustained value creation in the years ahead.

CAPITAL INVESTMENTS SUPPORTING EXPANSION PLANS

During financial year 2025-26, the Company unveiled a series of strategic investments designed to bolster its manufacturing capabilities, scale up production capacity, localization of advance technology, and sharpen its competitive edge across domestic and international markets. These initiatives are closely aligned with the surging demand for sophisticated grid infrastructure both in India and worldwide fueled by the rapid integration of renewable energy, large-scale transmission network expansion, grid modernization efforts, and heightened energy security imperatives. in pursuit of this vision, the Board of Directors sanctioned a substantial capital investment of approximately Rs.10 billion, earmarked to broaden the Company's manufacturing presence across india and reinforce its capacity to address growing demand in key product segments.

A key initiative during the year was the investment of Rs.1.4 billion to establish a new manufacturing line at the existing Chennai facility for Line Commutated Converter (LCC) High-Voltage Direct Current (HVDC) valves and Voltage Source Converter (VSC) Static Synchronous Compensator (STATCOM) valves. These are critical components for advanced HVDC and Flexible AC Transmission Systems ('FACTS') solutions that support long-distance bulk power transmission, renewable energy integration, and grid stability. This investment helps position the Company to play a strategic role in India's next generation of high-voltage transmission corridors and renewable energy evacuation projects, while also creating a strong export base for global opportunities.

Further, the Board sanctioned an investment of Rs.8.1 billion to drive capacity expansion across several core product lines. As part of this initiative, Transformer and Reactor manufacturing capacity at the Vadodara facility is set to grow by more than 50%, while capacities for GIS and AIS products at both Hosur and Padappai, spanning various product lines including Current Transformers, Electromagnetic Voltage Transformers, and Circuit Breakers, are slated for expansion by approximately 25%. These programs are specifically aimed at improving throughput, reducing lead times, and positioning the Company to effectively absorb and fulfil the increasing volume of order inflows — reinforcing its operational readiness to meet evolving market demands. in addition, new dedicated manufacturing lines for Air-core Reactors and Bushings will be established at Hosur.

These expansion projects are expected to be completed over a three-years period from 2026 through 2028 and will be funded through internal accruals. Collectively, these investments are expected to improve operational flexibility, accelerate execution capability, enhance localization, strengthen cost competitiveness, and position the Company to capture long-term opportunities arising from India's transmission build-out and growing global demand for reliable, efficient, and sustainable grid technologies.

EXECUTION EXCELLENCE

Your Company's rich experience of over 37 years in turnkey project execution continues to be a key driver of operational excellence, enabling it to consistently achieve new milestones year after year. In financial year 2025-26, the Company remained committed to exceed 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 delivery timelines, 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 manufactured and delivered multiple GIS bays, AIS bays, high voltage power transformers,instrument transformers, reactors, live tank circuit breakers,and grid automation solutions 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, West Bengal State Electricity Transmission Company Limited, Gujarat Energy Transmission Corporation Limited, Jharkhand Urja Sancharan Nigam Ltd., Doosan Power Systems India Limited, Adani Power Ltd., Tata Projects Ltd., Resonia Ltd., ReNew Power Ltd., Neyveli Uttar Pradesh Power Limited, and others.

PERFORMANCE IN TRANSMISSION AND DISTRIBUTION MARKET

Key Projects Executed

• Supplied and commissioned 765 kV power transformers and shunt reactors for various ultra-high voltage substations across India.

• Commissioned 765 kV GIS & AIS bays, 400 kV GIS bays and 3000 MVA transformers at Kotra (Rajgarh) for Power Grid Corporation of India Limited, strengthening India's interstate transmission network.

• Addition of 500 MVA 765 kV 1ph ICT for Doosan Power Systems India Limited in Jawaharpur.

• Commissioned 400 kV substation at Khurja STPP for THDC India Limited, supporting thermal generation evacuation infrastructure.

• Commissioned 132/33 kV substation with transformer at Bhawanthpur substation for Jharkhand Urja Sancharan Nigam Limited, enhancing regional transmission capacity in Jharkhand.

• Commissioned 132 kV GIS bays at Birlapur for West Bengal State Electricity Transmission Company Limited.

• Delivered and commissioned 315 MVA 400 kV ICTs at Lapanga for Aditya Aluminium (a unit of

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Hindalco Industries Ltd.) supporting industrial power infrastructure.

• Commissioned multiple 400 kV shunt reactors, including 125 MVAr at Purulia, 63 MVAr at Kallam, and 42 MVAr at Kishtwar, enhancing grid stability and reactive power compensation.

• Commissioned multiple 220 kV GIS bays across projects for NTT Data Center, Karnataka Power Transmission Corporation Limited, Transglobal Power Limited, and Jindal Stainless Limited, reinforcing medium-voltage transmission infrastructure.

• Commissioned 245 kV SF 6 circuit breakers

for Bhakra Beas Management Board's Kongoo substation, strengthening high voltage switching and protection systems.

Load Dispatch Centers with SCADA/EMS

Technologies

• Upgraded the Regional Load Dispatch Centers for the Northern and Eastern regions, along with multiple State Load Dispatch Centers, integrating advanced SCADA/ EMS technologies.

Renewable Energy Integration Projects

• Commissioned 765 kV and 400 kV GIS bays with 3,000 MVA transformation capacity at Khavda for Adani Energy Solutions Limited, supporting one of India's largest renewable energy evacuation corridors.

• Commissioned 400/220 kV bays at Koppal for ReNew Power Limited, enabling grid connectivity for renewable generation assets.

• Commissioned 220/33 kV substation at Hatalgiri for Viviid Renewables Private Limited, supporting renewable power evacuation and regional grid integration.

• Commissioned six 80 MVAr 765 kV shunt reactors at Bhadla for Power Grid Corporation of India Limited, strengthening one of India's largest solar power evacuation networks.

• Delivered 500 MVA 765 kV interconnecting transformers at Dausa for Power Grid Corporation of India Limited, supporting transmission infrastructure for renewable-rich regions.

• Commissioned 110 MVAr 765 kV shunt reactors at Narela for Power Grid Corporation of India Limited, enhancing reactive power compensation and grid stability for renewable integration.

Export Projects

• Commissioned 420 kV SF6 circuit breakers for Elecnor S.A.'s transmission project in the Dominican Republic.

• Successfully commissioned 400 kV GIS bays at Khimti for Nepal Electricity Authority (NEA).

• Expanded international order booked through multiple export wins for AIS/GIS equipment across Europe, North America, South-East Asia, Middle East, and Africa, strengthening India's role as a global manufacturing and export hub.

Key Project Wins

During the year under review, your Company successfully

secured major orders which include the following:

• Awarded major HVDC contract for Adani Energy Solutions Limited's 2.5 GW Khavda-South Olpad transmission corridor, involving a ±500 kV VSC-based bipolar HVDC system to evacuate renewable power from the Khavda renewable energy zone to South Olpad in Gujarat. The project represents one of India's most advanced HVDC links and reinforces the Company's leadership in enabling large-scale renewable integration.

• Secured India's first HVDC refurbishment order from Power Grid Corporation of India Ltd., for the Chandrapur 2x500 MW HVDC Back-to-Back Station, marking a significant milestone in modernization of critical grid infrastructure and opening new lifecycle service opportunities in the HVDC segment.

• Secured major 765 kV transformer and reactor orders from private TBCB developers across Rajasthan and Gujarat, supporting large-scale renewable energy evacuation and transmission expansion.

• Secured 765 kV 500 MVA ICT orders from Power Grid Corporation of India Limited, reinforcing leadership in ultra-high-voltage transformer solutions.

• Won multiple GIS substation orders across voltage classes up to 765 kV, including 765/400/220 kV GIS substations in Gujarat, and Maharashtra, and 420/245 kV GIS projects in Madhya Pradesh and Maharashtra.

• 765kV transformer/AIS Products at Morena from KEC International.

• 765kV GIS at Khavda Boisar from Techno Electric & Engineering Company Limited.

• 400-220kV AIS PSS1 and PSS2 substations at Annigeri from Serentica Renewables India Private Limited.

• 400/220kV GIS & 33kV AIS Substation from ShreeTech Data Limited.

• Secured order for 400 kV GIS from an EPC contractor for a substation in Uttarakhand.

• Won multiple AIS equipment and Grid Automation packages across 765 kV and 400 kV voltage levels from EPC players for strategic transmission projects nationwide.

• Secured order of 400/220kV AIS Substation from a private renewable developer in the state of Karnataka.

DESIGNING THE FUTURE OF INDIA'S POWER GRID

India's power sector sustained strong growth momentum during financial year 2025-26, underpinned by robust economic activity, industrialization, urbanization, and rising electrification demand. During the year, India's GDP grew by 7.7%, while total power generation reached nearly 1,848 billion units (BU). All-India peak demand touched a record 245.4 GW and was successfully met, demonstrating the resilience, reliability, and adequacy of the national power system. Looking ahead, peak demand is projected to rise further to 277 GW in financial year 2026-27, reflecting the country's continued economic expansion and rising energy needs.

To meet this growing demand sustainably, India continued to accelerate its clean energy transition. During financial year 2025-26, the country added a record 55.3 GW of renewable energy capacity, taking total installed renewable capacity to 283.5 GW as of March 31, 2026. As a result, non-fossil fuel sources, including hydro, now account for 53.2% of India's total installed generation capacity of 532.7 GW. India remains firmly on track toward its target of 500 GW of non-fossil fuel capacity by 2030, with solar expected to contribute around 280 GW and wind approximately 140 GW.

Enabling this transition is the rapid expansion of India's transmission infrastructure, which remains central to integrating renewable capacity across regions and demand centres. During financial year 2025-26, India's national power transmission network (220 kV and above) crossed the landmark milestone of 5 lakh circuit kilometers (ckms). During the year, the country added 12,139 ckms of new transmission lines and 113,013 MVA of transmission transformation capacity in the above 220 kV category, alongside continued strengthening of inter-regional transfer capability.

Looking ahead, the scale of opportunity remains significant. The Central Electricity Authority (CEA) has outlined a long

term roadmap to integrate more than 900 GW of non-fossil capacity by 2035-36, requiring the addition of 137,500 ckms of transmission lines and 827,600 MVA of substation capacity, supported by estimated investments of Rs.7.9 lakh crore. At the same time, conventional generation will continue to play an important balancing role, with plans for 97 GW of new and replacement coal-based capacity focused on efficiency and reliability. As India's energy mix evolves, the future grid will need to be smarter, more flexible, and digitally enabled to integrate renewables, storage, EVs, green hydrogen, and rising data centre demand—creating substantial long-term opportunities across generation, transmission, and advanced grid technologies.

Your Company is well positioned to support this transformation through its comprehensive portfolio of advanced grid technologies, engineering capabilities, manufacturing footprint, and digital solutions. The Company continues to work closely with utilities, renewable developers, industries, and transmission operators to help build a stronger, smarter, and more resilient power system for India.

On the hardware side, the Company's core offerings including transformers, reactors, gas-insulated switchgear (GIS), air-insulated switchgear (AIS), circuit breakers, instrument transformers, FACTS technology i.e. STATCOMs and HVDC systems, play a critical role in strengthening grid stability, enabling renewable integration, and supporting efficient long-distance power evacuation.

As renewable penetration rises and system complexity increases, advanced grid stability technologies such as FACTS devices, STATCOMs, and synchronous support systems become increasingly important. These solutions help maintain voltage stability, improve transfer capability, and provide faster dynamic response required for renewable-heavy grids.

The Company is also at the forefront of grid digitalization. Through upgrade projects in the northern and eastern regions and advanced deployments at dispatch centres across the country, your Company is helping utilities modernize grid operations and enhance system intelligence.

Key digital and next-generation solutions include:

• GridOS® Digital Grid Platform - An AI/ML-enabled software platform for forecasting, automation, and intelligent grid operations.

• FACTSFlex - Advanced STATCOM integrated with supercapacitor-based storage to provide virtual inertia and enhanced voltage support.

• Advanced DERMS - Distributed Energy Resource Management Systems that help utilities manage growing decentralized renewable energy resources.

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• Digital Dynamic Line Rating (DDLR) - Al-enabled realtime optimization of transmission line capacity using weather and performance data.

• Digital Twins & Predictive Grid Operations - Real-time virtual grid replicas enabling operators to move from reactive to predictive decision-making.

• Advanced Grid Automation & Dispatch Centre Solutions - Delivering improved monitoring, visibility, control, and operational efficiency across transmission networks.

• g 3 Technology - An environmentally sustainable alternative to SF 6 in switchgear, supporting emissions reduction and long-term net-zero goals.

Looking ahead, India is also exploring ultra-high-voltage transmission corridors of up to 1150 kV to integrate gigawatt- scale renewable capacity, including offshore wind and remote renewable energy zones. Large-scale storage systems, hydrogen hubs, and industrial electrification corridors will further increase the need for reliable and intelligent grid infrastructure.

Your Company believes India's future grid will not only be stronger but it will be fundamentally smarter. By combining world-class physical infrastructure with advanced digital intelligence, the Company is committed to supporting India's clean energy ambitions, strengthening national energy security, and helping power the country's next phase of economic growth.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is committed to maintaining the highest standards of Environment, Health and Safety (EHS) by embedding safety excellence and environmental stewardship into every aspect of operations. Guided by the objective of achieving fatality-free operations, your Company continuously strengthens its EHS systems, governance, and workforce engagement to ensure that every employee and contractor returns home safely while minimizing environmental impact.

Safety remains at the core of our operational philosophy, with focused emphasis on prevention of serious incidents through clear accountability, proactive risk management, and strong frontline leadership. To reinforce this commitment, the Company has implemented Life Saving Rules, which establish critical controls for high-risk activities and serve as the foundation for fatality prevention across manufacturing facilities, project sites, and field operations. These rules are

implemented through regular communication, leadership reinforcement, and frontline engagement to strengthen hazard awareness and promote safe execution of work.

To further build safety ownership, Frontline Leadership Trainings are conducted to empower supervisors and operational teams with the capability to identify hazards, manage risks, and ensure strict adherence to safety requirements. These efforts help foster a culture where employees are encouraged to take responsibility for their own safety and that of others.

Our EHS governance framework is strengthened through internal as well as third-party audits, periodic compliance assessments, and structured monthly EHS reviews to monitor performance, identify gaps, and drive timely corrective actions. Digital platforms such as Gensuite, Complyworks, ENHESA and SPHERA are deployed to capture EHS data, monitor regulatory obligations, and support compliance management through real-time tracking and reporting.

Environmental sustainability is embedded into operational planning and decision-making through a proactive and structured approach. The Company continues to maintain Zero Liquid Discharge (ZLD) systems across most manufacturing units, ensuring responsible water management and reduction of environmental impact. In addition, regular environmental monitoring is conducted for emissions, effluent quality, and waste management to ensure compliance with regulatory standards and internal environmental objectives.

The Company also promotes a culture of continuous improvement through Kaizen initiatives focused on resource optimization, waste reduction, safety aspects, LEAN manufacturing, and process enhancement. This embedded sustainability approach enables the integration of environmental responsibility into day-to-day operations while improving efficiency and long-term resilience.

To strengthen EHS performance across the value chain, the Company ensures Gold Standard compliance for contractors, promoting adherence to stringent safety and environmental requirements at project sites and operational locations. This enables consistent implementation of EHS expectations beyond direct operations.

Employee well-being and engagement remain an essential part of the Company's EHS framework. Various initiatives such as health camps, occupational health services at sites, safety campaigns, and employee engagement programs are conducted throughout the year to promote awareness, strengthen participation, and enhance workplace wellness.

Our Company remains committed to strengthening its EHS culture through leadership accountability, operational discipline, and sustainable practices, ensuring safe operations, regulatory compliance, and long-term environmental responsibility.

HUMAN RESOURCES

The Human Resources priorities have been designed to support the execution of the business strategy and improve organizational effectiveness. The Company believes that Human Capital is one of the most vital enablers of long-term and sustainable value creation and 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: Employee engagement is evaluated through a bi-annual survey that enables employees to express their views on different engagement factors. This survey offers a platform for managers to review the results with their teams and create actionable strategies to enhance overall employee engagement. Based on the expressed sentiments, specific areas for improvement are identified and addressed. The increase in engagement scores across various locations suggests a rise in engagement levels among teams.

* Employee Communication and Recognition:

The Company recognizes exceptional talent through the half-yearly MD & CEO Awards, which honor individuals who demonstrate outstanding commitment and gone above and beyond in their roles. In addition, periodic Townhall provides a valuable platform for leadership and employees to engage in dialogue and share updates on key areas such as environment, health and safety, finance, human resources, business operations, and commercial matters.

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

Employee attrition has demonstrated a downward trend year by year. This serves as an important indicator of improved employee engagement.

H Performance Management

The Company's performance management framework evaluates both the "What" and the "How" of work. Annual priorities and GE Vernova Ways, which represent our cultural elements, are given equal weightage in the overall annual performance assessment of employees.

H Talent Management

* Talent Acquisition: your Company highly values unique identities, diverse backgrounds, and varied experiences. The Company actively encourages and embraces different voices and perspectives, as they equip us to rise to the challenge of building a better world. Your Company is an Equal Opportunity Employer. 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: The Company conducts structured review sessions with business and function leaders to discuss talent and outline development action plans that support growth in current roles. Job rotations, stretch and bubble assignments, and job enrichment strategies have been implemented to strengthen the talent pipeline within the organization, especially for critical positions.

* Succession planning: The Company is focused on recognizing and developing talent. It prioritizes identifying future leaders and individuals with essential skill sets to facilitate effective succession planning.

* Competency Management: Competency mapping was initiated through the Integrated Talent Management tool across functions including Environment, Health and Safety, Commercial, Quality, Sourcing, Manufacturing, Engineering, and Project Management. This initiative was undertaken to strengthen talent development by identifying competency gaps and emphasizing 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 prioritizes maintaining a culture aligned with the GE Vernova Way, which outlines the collaborative approach to generating value for employees, customers, shareholders, and the planet. Inclusion, diversity, and equality serve as essential foundations of the Company's culture, and your Company is dedicated to fostering a diverse and skilled workforce.

QUALITY AND CONTINUOUS IMPROVEMENT

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, 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 2025-26, Pallavaram unit has become a multi-product site by integrating the HVDC Valve business. This was made possible through an efficient re-layout of existing Pallavaram manufacturing setup by applying lean principles without compromising SQDC parameters. This initiative garnered us the prestigious GE Vernova "Change Maker Award" in the honorable mention category, underlining our commitment to innovation and excellence.

In our pursuit of continuous improvement, Pallavaram completed five major Kaizen events aimed at enhancing Safety, Quality, Delivery, and Cost (SQDC). Collectively, these initiatives yielded significant cost savings of $450K over the past year.

Pallavaram has inaugurated the DOJO Training Center, which aims to accelerate hands-on training for our employees in essential skills and best practices within a safe and simulated environment. This training is crucial for fostering manufacturing excellence.

Our focus on continuous improvement remains unwavering, with various training sessions conducted in LEAN, Problem Solving, kaizen events, and coaching on continuous improvement projects. These efforts are designed to elevate the competencies of our employees and drive quality improvements across all levels.

Pallavaram achieved an impressive 11 inventory turns in 2025, reflecting 1.6 turn improvement over last year. This success stems from the meticulous material planning and execution by our procurement team.

Pallavaram has celebrated World Quality Week under the theme "Quality - Think Differently" and successfully completed our recertification audit for ISO 27001:2022 (ISMS) without any nonconformances.

H Padappai and Hosur Units

Quality Week was celebrated across Padappai and Hosur plants under the theme of "Quality: Think Differently". Forty Two (42) 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 kaizen, elimination of working under suspended load, flow line implementation for GIC CT, Accessories & 765 kV GIS Elbow and Cross, engineering errors reduction, Attrition control and Finance closing process simplification.

Kaizen Boot camp was conducted in Padappai with the objective of reducing waste in the transactional process from Engineering, HR, Finance, Services and Tendering.

During the year, Shingijutsu Event was conducted in Padappai involving 105 participants from various GE Vernova factories and eliminated bottlenecks to improve GIS capacity by 20%. The teams were coached by the lean expert from Shingijutsu corporation.

GE Vernova Safety and Quality Week was conducted both in Padappai and Hosur factories with kaizens focusing on elimination of working under suspended load and First Pass Yield improvement projects.

CEO Kaizen week conducted in Hosur factory and eliminated 13 EHS risks, established pull flow between GIS warehouse and vendors, engineering lead time reduction by 20% and created flow line for GIB components and Circuit Breaker and transactional process improvement in project management

H Vadodara Unit

Fourteen kaizen events were organized which were not limited to only manufacturing process but includes business process, Engineering, Environmental & Safety which shows the commitment and involvement of our top leadership in our journey for improvement and sustainability. Various activities engaging all stake holders from suppliers to customers were organised for employees creating quality awareness and culture.

During earth week, energy saving by >7% and water saving >5% with respect to existing consumption was achieved.

First Kaizen boot camp covering 5 different Kaizen topics with 70 plus participants including global participants aligned together for one common goal towards the growth & continuous journey delivering extraordinary results.

Key deliverables for Kaizen boot camp were as follows:

* Layout and flow optimization for Core Coil Assembly and Core Building area: 12% reduction in man and 24% reduction in material movement which enabled to support the future demand.

* 5S and Standard Work Deployment in Core Coil Assembly Area: 22% and 5 % reduction in process time of active part assembly of Shunt Reactor & ICT's respectively along with implementation of Standard work for sustainment.

* Layout Optimization and Material Storage Improvement in 2 Warehouses: 50% and 12%

reduction in man & material movement for old & new warehouse respectively and storage capacity enhancement by improvising the layouts which enabled to support the storage & delivery of materials to meet the future demand.

* Quality month was celebrated with quality mindset thought process & action towards excellence in critical role in enhancing processes, ensuring compliance, and fostering a culture of continuous improvement aiming the Zero-Defect Framework and thus putting the spotlight on the importance of quality management system & continuous improvement process that drive business excellence across entire value chain (Win-Design- Buy-Build-Execute) various activities engaging all stake holders from supplier to customer to employees creating quality awareness and culture.

H Digital/Grid Software Unit

National Safety Week was observed during financial year 2025-26. Key events included distribution of NSW badges, safety quiz packed with all the important safety tips, protocols, and procedures like Life Saving Rules.

Earth Hour is being followed everyday at Noida office from 1300 hours to 1400 hours to minimise consumption of electricity. Further, IS014001:2015 and IS045001:2018 Surveillance Audit were successfully completed.

TRANSFER TO RESERVES

No amount was transferred to reserves during financial year 2025-26.

DEPOSITS

During the year, the Company has not accepted any deposits including the public deposits and no such amount inter-alia, principle or interest was outstanding as on the closure of financial year 2025-26. Accordingly, disclosing the details of deposits which are not in Compliance with the requirements of Chapter V of the Act is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's CSR initiatives is helping build a better world and a more sustainable society. Over the years, the Company has undertaken diverse initiatives across its sites as per its CSR Policy with a special focus on empowering marginalized communities.

Your Company is committed to being a transformative and enduring contributor to India's social development landscape. The Company follows a community-centric approach, carefully curating CSR programs to address the grassroot needs of marginalized sections. Our structured interventions are currently focused on four critical pillars of societal growth i.e Education, Healthcare, Rural Development, Livelihood and Environment Sustainability.

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 Anganwadi development, smart classrooms, infrastructural developments in Government schools including construction of toilets, pavements and sheds, construction of skill development centre, improving public health centers, environmental conservation etc. These programs are carefully curated, depending upon the needs of the community for the overall development and empowerment of 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 as Annexure-A.

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:

The CSR obligation of the Company for Financial Year ended 2025-26, 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 Rs. 74 million (Seventy Four Million only). During the year, the Company spent Rs 73.42 million on various CSR projects as approved by the Board of Directors and Rs. 0.6 million was deposited to PM CARES Fund in pursuance to the provisions of section 135 of the Companies Act, 2013. The Chief Financial Officer has certified that CSR funds so disbursed, during Financial Year 2025-26, have been utilized for the purpose and in the manner as approved by the Board of Directors.

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-B forming part of this Directors' Report.

DIRECTORS

During the period under review:

• Mr. Rakesh Nath (DIN: 00045986), Independent Director, completed his 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 Mr. Rakesh Nath during his association with the Company.

• The shareholders of the Company, at their Annual General Meeting held on September 10, 2025, reappointed Mr. Fabrice Aumont (DIN: 10465933) who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 (Act).

Further, based on the recommendation of Nomination & Remuneration Committee:

a. The Board had re-appointed Mr. Sanjay Sagar (DIN: 00019489) as Independent Director, not liable to retire by rotation, for second term from July 1, 2025 to June 30, 2030, and his appointment was duly approved by shareholders.

b. The Board had re-appointed Mr. Sandeep Zanzaria as Managing Director & Chief Executive Officer of the Company w.e.f. April 17, 2026, and his re-appointment was duly approved by shareholders of the Company through Postal Ballot on March 20, 2026.

c. The Board had recommended the appointment of Ms. Rashmi Joshi (DIN: 06641898) as an Independent Director of the Company, not liable to retire by rotation, for a first term of five consecutive years from March 20, 2026 to March 19, 2031 (both days inclusive) and the same was duly approved by the shareholders of the Company through Postal Ballot.

d. The Board appointed Mr. Marco Simiano as an Additional Director in the category of Non-Executive and NonIndependent Director of the Company with effect from July 1, 2026 and recommended his appointment as Director to the shareholders of the Company at the ensuing Annual General Meeting.

e. The Board has approved and recommended to the shareholders, the re-appointment of Mr. Sushil Kumar as Whole-time Director of the Company designated as Whole time Director & Chief Financial Officer with effect from January 1, 2027 for a period of 5 years i.e up-to December 31, 2031.

Further, Mr. Sushil Kumar, Whole-time Director & Chief Financial Officer of the Company, is liable to retire by rotation at the ensuing 70 th Annual General Meeting (AGM) of the Company and being eligible, offered himself for re-appointment.

Mr. Marco Simiano and Mr. Sushil Kumar are eligible for appointment/re-appointment as Director and the Company has received their consent(s) and requisite disclosure(s). All the details required to be disclosed in connection with the appointment/re-appointment of Directors as above, are mentioned in the Notice of 70 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 Companies Act, 2013, 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 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 Financial Year, none of the independent directors of the Company 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.

The Company has obtained a certificate from M/s. RMG & Associates, Company Secretaries, that none of the Directors on the Board of the Company as on March 31, 2026, have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry

of Corporate Affairs or any such statutory authority, the same is annexed as Annexure C.

KEY MANAGERIAL PERSONNEL

As on March 31, 2026, following are the Key Managerial Personnel of the Company in terms of the provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There has been no change in the Key Managerial Personnel during the Financial Year 2025-26.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company familiarises independent directors periodically about different aspects providing a comprehensive understanding on business of the Company, industry in which the Company incorporates and amendment in applicable laws. Your Company aims to provide its independent Directors insight into the Company and industry enabling them to contribute effectively.

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.

The Directors are also updated about changes in statutes/ legislations and economic environment, and on matters significantly affecting the Company, to enable them to take well informed and timely decisions

The details of familiarisation programmes may be accessed at:

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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 'Code of conduct' & 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: . com/reqions/asia/in/sites/ in/files/2025-06/vigil-mechanism-policy.pdf

NOMINATION AND REMUNERATION POLICY

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:

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The Nomination and Remuneration Committee had finalized the questionnaires containing different parameters to evaluate the performance of Board, 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.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013,read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure D.

In terms of the provisions of Section 197(12) of the Companies Act, 2013, 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.

ANNUAL RETURN

As per provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is hosted on the Company's website and can be accessed at the weblink:

MEETINGS OF THE BOARD AND ITS COMMITTEES

During the year under review, six meetings of the Board of Directors were held, details of which along with details of Committee meetings are provided in Corporate Governance Report.

SECRETARIAL STANDARDS

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 LOANS, GUARANTEES OR INVESTMENTS

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.

RELATED PARTY TRANSACTIONS

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:

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 the applicable accounting standards have been provided in Note No. 37 of the financial statements.

Further, in terms of the provisions of Schedule V of the 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)

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. Further, during Financial Year 2025-26, the Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013, Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is not applicable.

Further, the details of the proposed material related party transactions up-to the date of 71 st Annual General Meeting are mentioned in the notice of the ensuing Annual General Meeting of the Company.

PREVENTION OF SEXUAL HARASSMENT

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 Financial Year 2025-26, there was no case reported. Accordingly, at the end of the financial year, there was no pending case.

CONFIRMATION ON COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT

The Company complied with the applicable provisions of the Maternity Benefit Act, 1961 and has extended all statutory benefits to eligible employees during the year.

SUBSIDIARY COMPANIES

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars on Conservation of Energy, Technology Absorption and 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 E, which forms part of this report.

AUDIT COMMITTEE

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 2025-26, were accepted by the Board of Directors.

RISK MANAGEMENT

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.

The Board has evaluated the identified risks and concludes that none of the risks pose a material threat to the Company's ability to continue as a going concern.

INTERNAL FINANCIAL CONTROLS

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 are 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 are reliable with well documented framework to mitigate risks.

CORPORATE GOVERNANCE

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 A. 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.

CODE OF CONDUCT AND ETHICS

Mr. Sandeep Zanzaria, Managing Director & Chief Executive Officer of the Company, has made a declaration that members of Board of Directors and Senior Management personnel have affirmed compliance with the 'Code of Conduct of Board of Directors and Senior Management' for the financial year ended March 31,2026 and the same is annexed as Annexure F to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of the Regulation 34(2)(f) of the Listing Regulations, a separate section on Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report which contains mandatory disclosure framework focusing on Environmental, Social, and Governance (ESG) parameters as prescribed by SEBI.

Further, the Company has obtained reasonable assurance of the BRSR Core from Forvis Mazars LLP for the financial year 2025-26 which is annexed to the Business Responsibility and Sustainability Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and analysis in terms of the provisions of Regulation 34 of the Listing Regulations, forms part of this Report as Annexure G.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) & UNCLAIMED DIVIDEND

Disclosure regarding Investor Education and Protection Fund (IEPF) & Unclaimed Dividend forms part of Corporate Governance Report.

AUDITORS

H Statutory Auditors and Auditors' Report

The members of the Company at its 65 th Annual General Meeting held on August 6, 2021, had appointed M/s Deloitte Haskins & Sells, Chartered Accountants, Firm Registration No. 015125N as Statutory Auditors, for its first term, to hold office till the conclusion of 70 th AGM at remuneration to be fixed by the Board of Directors.

The Auditors' Report for the financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in the Annual Report. Further, during the period under review, Auditors of the Company have not reported any fraud to the Audit Committee as specified under Section 143(12) of the Companies Act, 2013.

In terms of section 139 of the Companies Act, 2013, the Board of Directors at the meeting held on May 18, 2026, on the recommendations of Audit Committee, considered and approved the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors for second term of five years i.e. from conclusion of 70 th Annual General Meeting till the conclusion of 75 th Annual General Meeting, subject to the approval of the shareholders.

M/s. Deloitte Haskins & Sells, Chartered Accountants, had given their consent to act as Statutory Auditors of the Company in terms of the provision of Section 139(1) of the Companies Act, 2013. M/s. Deloitte Haskins & Sells,

Chartered Accountants also confirmed their eligibility in accordance with the conditions as prescribed in Rule 4 of Companies (Audit and Auditors) Rules, 2014 and Section 141 of the Companies Act, 2013.

> Cost Auditor

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained by the Company. The Cost Audit Report for financial year ended March 31, 2025, of the Company along with cost records were filed, within the prescribed time under the Companies (Cost Records and Audit) Rules, 2014.

Further, in terms of the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors have appointed M/s. Ramanath Iyer & Company, (Firm Registration No. 000019) Cost Accountants, as Cost Auditors of the Company for the financial year ending March 31, 2027, to audit the relevant cost records of the Company. The remuneration approved by the Board, is recommended for ratification by the members at the ensuing Annual General Meeting.

H Secretarial Auditor

The members of the Company at its 69 th Annual General Meeting held on September 10, 2025, appointed M/s. RMG & Associates, Company Secretaries, (Firm Registration Number: P2001DE016100), as Secretarial Auditor of the Company for a term of five consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30.

The Secretarial Audit Report issued by M/s. RMG & Associates, Company Secretaries for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark and is annexed as Annexure H.

OTHER DISCLOSURES

H No material change or commitment has occurred after close of the financial year 2025-26, till the date of this Report, which affects the financial position of the Company.

H There are no proceedings initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016 which impacts the business of the Company.

H During the Financial year 2025-26, there was no change in the Authorized share capital of the Company.

DIRECTORS' RESPONSIBILITY

STATEMENT

In compliance with section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

H the applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures;

H such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on March 31, 2026 and of the profit / loss of your Company for the year ended on that date;

H proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of your Company for preventing and detecting fraud and other irregularities;

H the annual accounts have been prepared on a going concern basis;

H the internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENTS

The Board of Directors express their gratitude to the employees of the Company for their commitment, dedication and support in fulfilling Company's commitments to its customers and thereby contributing to the performance of the Company. We also express their gratitude to various Government/ Statutory Regulatory authorities, customers, vendors, Banks, and members for their continued understanding and support and look forward for the same in the years to come.

For and on behalf of the Board of Directors