GE Vernova T&D India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

FINANCIAL RESULTS

(H In millions)
Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	42,923.0	31,679.1
Operating Profit before Finance Cost	8,339.8	2,913.7
(Operating Profit as percentage of Revenue from Operations)	19.4%	9.20%
Less: Finance Cost	143.1	283.0
Profit Before Tax	8,196.7	2,630.7
Less: Tax Expense	(2,113.4)	(820.2)
Profit After Tax	6,083.3	1,810.5
Other Comprehensive Income	(269.6)	(108.2)
Total Comprehensive Income	5,813.7	1,702.3
Opening balance of retained earnings	8,514.3	6,703.8
Dividend Paid	(512.0)	-
Closing balance of retained earnings	14,085.6	8,514.3
Financial results for the year ended March 31, 2025, are in prescribed under Section 133 of the Companies Act, 2013.	compliance with the Indian Accounting Standards (Ind-AS) as

OVERVIEW OF FINANCIAL PERFORMANCE

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

DIVIDEND

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

During the financial year 2024-25, a final dividend @ 100% i.e. H 2/- per Equity Shares was approved by the shareholders at the 68^th Annual General Meeting of the Company held on September 4, 2024, which was duly paid within the permissible timeline.

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

POWER SECTOR OVERVIEW

During the Financial Year (FY) 2024-25, the GDP of the country grew at a rate of 6.5%. India added a record 29.5 GW of renewable energy capacity in FY 2024-25, a rise of almost 17% over previous year. The total renewable capacity installed base in India reached to 220 GW as on 31^st March 2025. This takes the non-fossil fuel installed base (including Hydro) to 46% of the total Installed generation base of 475 GW.

All India peak demand for FY 2024-25 (occurred in May 2024) was 249.9 GW. This peak demand was successfully met representing an adequate availability of power in the country. Overall, the power generation grew by 5% in FY 2024-25 touching 1,821 BU. The All-India peak power demand of the country is expected to be 277 GW in FY 2025-26.

As per National Electricity Plan (NEP II), the target is to reach 500GW by renewable power installed base by 2030 with 280GW of solar, 140 GW from wind, biomass, small hydro, 60 GW of large hydro and ~19 GW of nuclear. This requires significant Investments from private/government and Government is committed to invest to achieve the set targets. With the growth of renewable, coal-based power plants are acting as the base load. Government has also announced new long-term investments in coal fired plants. The investment will be on the account of revamping / new ~80GW of coal fired capacity.

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

A detailed plan has been developed by the Central Electricity Authority (CEA), to address the transmission requirements for integrating more than 500 GW of non-fossil fuel capacity by 2030 in India. The Plan has identified significant future non-fossil fuel generation hubs across the nation, such as potential Renewable Energy Zones in Rajasthan, Gujarat, Andhra Pradesh, Karnataka, Telangana, Maharashtra, and the Renewable Energy park in Ladakh. Transmission systems have been strategically planned around these potential generation hubs. Additionally, the transmission plan encompasses the necessary transmission systems for the evacuation of 10 GW of offshore wind power in Gujarat and Tamil Nadu.

The Inter-State Transmission System (ISTS) network continues to be actively developed through competitive bidding. In line with India''s ambitious renewable energy goals, it is anticipated that approximately 26.1 GW of additional renewable energy capacity will be integrated into the intrastate transmission network under the Green Energy Corridor (GEC) Phases I & II, spearheaded by the Ministry of New and Renewable Energy (MNRE). These projects aim to facilitate the seamless evacuation and grid integration of renewable energy, particularly from high-potential states, by 2026.

India''s National Electricity Plan (NEP) Volume II, released in October 2024, presents a clear investment roadmap to upgrade the country''s power sector from FY 2025 to FY 2032. Key highlights of India''s National Electricity Plan (NEP) Volume II includes:

• H 9.2 trillion investment in expanding transmission infrastructure.

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

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

• Emphasis on STATCOM project growth, estimated at 10-12 projects/ year.

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

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

• While prioritizing clean energy, the plan also recognizes the continued importance of coal and nuclear power for grid stability. Coal capacity will grow by 80 GW by FY 2031-32, and nuclear power is set to reach 100 GW by FY 2047, supported by around H 2.2 trillion in private investments.

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

OPERATIONAL EXCELLENCE

Your Company consistently drives operational excellence through lean-driven manufacturing, ISO certified processes, and Kaizen-led improvements resulting into delivering large-scale and on time high-voltage substations and equipment that strengthen India''s power grid. Your Company''s rich experience of over 36 years in turnkey project execution continues to enable it to consistently achieve new milestones year after year. In FY 2024-25, the Company remained committed to exceeding customer expectations by redefining execution strategies and embracing continuous improvement. Through the sustained deployment of LEAN methodologies, the Company has further strengthened its ability to minimize project delays, optimize resource utilization, and enhance the overall quality of turnkey project delivery.

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

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

Energy Transmission Corporation Limited, Damodar Vally Corporation, Karnataka Power Transmission Corporation Ltd., National Thermal Power Corporation Ltd., Bombay Suburban Electric Supply, Indian Farmers Fertilizer Cooperative Limited, Doosan Power Systems, Adani Power Ltd., Reliance Industries Ltd., Hindalco Industries Ltd., ReNew Power Ltd., and others.

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

PERFORMANCE IN TRANSMISION AND DISTRIBUTION MARKET

h key projects executed

For Power Grid Corporation of India Ltd.

* Supplied and commissioned 765 kV power transformers and shunt reactors for various ultrahigh voltage substations across India. Supplied 765 kV gas insulated switch gears for New Kotra substation.

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

Key Domestic Project Executions

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

* 400kV substation project for Adani Power Limited in Khavda.

* 400kV substation project for Uttar Pradesh Power Transmission Corporation Limited in Sahupuri.

* Supply & commissioning of 400kV and 220kV projects for Reliance Industries Limited in Jamnagar.

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

* Supply of 220kV substation equipments to Hindalco Industries Limited in Jharsuguda (Odisha).

* Supply and commissioning of 220kV and 66kV projects including Substation Automation Systems (SAS) for Karnataka Power Transmission Corporation Limited in Hoody.

* Supply of high voltage power transformers to National Thermal Power Corporation Limited and Maithon Power Limited.

* Supply and commissioning of 220kV and 66kV substations for Himachal Pradesh Power Transmission Company Limited in Heiling.

* Commissioning of 66kV project for Tata Power Delhi Distribution Limited.

* Established Regional Load Dispatch Centres (RLDCs) for the Northern and Eastern regions, along with multiple State Load Dispatch Centres (SLDCs), integrating advanced SCADA/ EMS technologies.

* Completed substation modernization projects involving installing modern automation equipment, remote monitoring and control systems for Damodar Valley Corporation in West Bengal, Indian Farmers Fertilizer Cooperative Limited in Paradeep, West Bengal State Electricity Transmission Company Limited in Durgapur, and Ramsarup Lohh Udyog Limited in Kharagpur.

Renewable Energy Integration Projects

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

* Executed 400 kV project for Tata Power Renewable Energy Limited in Maharashtra.

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

* Supply and commissioning 400 kV project for Tata Solar in Bikaner.

* Supply and commissioning of 400kV project for Gujarat Industries Power Company Ltd in Kutch.

International Projects

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

* Delivered high-voltage substation products to ElectraNet in Australia.

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

h key projects wins

* Your Company secured overseas contracts involving supply and supervision of high voltage products from overseas group entities involving Grid Solutions SAS (France) and Grid Solutions

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

* During the year under review, your company successfully secured orders from Power Grid Corporation of India Limited for supply of 765 kV Power Transformers and Shunt Reactors at various transmission system projects in India. Additionally secured H 8 billion of digital software-related orders from Power Grid Corporation of India Limited involving deployment of advanced control-room solutions, including SCADA and EMS platforms for national and regional grid modernization.

* Secured order for supply of 765kV power transformers and shunt reactors for Sterlite Group and supply of 765kV & 400kV GIS at Khavda for Adani Energy Solutions. Others 765kV projects involving supply, installation and commissioning of power transformers, shunt reactors, and gas insulated switchgears were secured in states like Gujarat, Madhya Pradesh, and West Bengal.

* Your Company has secured orders from Adani Group for the supply of 400 kV GIS in the state of Gujarat, 400kV AIS and 500MVA power transformers from Jindal Group in the state of Chhattisgarh, 400kV & 220kV AIS for Renew Power at Koppal and Gadag and 400kV & 220kV GIS at Amargarh for an EPC player.

* Other key projects secured involve installation of 400 kV GIS in a substation for Power Transmission in Uttarakhand and supply of 420/245kV GIS in West Bengal.

* Your Company secured orders from various EPC companies for supply of CRP SAS in 765/400kV substations. Additionally, your company also secured orders for supply of Advanced Distribution Management System (ADMS) software and expert services from various power utilities in India.

INNOVATIONS & TECHNOLOGIES

With the ongoing emphasis on climate change, we are witnessing the most significant transformation of the grid in over a century. In response, your Company has rolled new and innovative solutions designed to assist utilities in adapting to these changes while ensuring their grid operates smoothly.

H GridBeats - a comprehensive portfolio of software-defined automation solutions aimed at streamlining

grid digitalization and enhancing grid resilience. The GridBeats portfolio provides innovative digital solutions for the power grid to tackle various challenges. GridBeats enhances grid resilience and reliability with faster controls, artificial intelligence/machine learning (AI/ML)-based automation, and improved cybersecurity.

The portfolio includes:

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

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

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

* Network Management System - Maximizes communications network''s return on investment (ROI) by increasing system throughput and uptime, improving the utilization of networked devices, and enable discover, monitor, and act on multi-vendor network.

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

* DGA900 is a comprehensive Transformer Condition Monitoring Solution which includes 9 gas DGA combined with OLTC, a higher rhythm in the Indian market with penetration into multiple utility, renewable and industrial segments.

H SF6-free alternatives - for elimination of world''s worst greenhouse gas.

* Your Company offers a full suite of SF₆- free high voltage switchgear and circuit breakers (GIS, GIL, live tank and dead tank CBs) using its proprietary "green gas for grid” g³ technology (e.g. F35g, B105g, DT-145g, T155g up to 420 kV), part of its GRiDEA decarbonization portfolio—delivering the same compact footprint and performance as SF₆ gear while slashing C0₂-equivalent emissions by ~99%.

H GridOS® software - Your Company provides the next-gen Grid Orchestration Software to tackle challenges in managing Net-Zero Grids. Key benefits provided are as under:

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

* Enables integration of up to 70% renewables, with ~40% reduction in inertia-management costs.

* Boost in data utility, by incorporating Al/ ML orchestration.

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

* Advanced ADMS features (Outage Management, FLISR, DER/BESS coordination, load forecasting) reduce CMI/SAIDI/SAIFI and related costs.

H FACTSFlex - is a next-gen STATCOM platform built to provide enhanced power electronics for AC grid controllability and power transfer. Key features are as follows:

* Improve voltage/frequency stability and

power transfer.

* Offer modular scalability, from classic reactive

support to advanced grid-forming with

energy storage.

* Reduce O&M costs via digitalization and resilient engineering.

* Support critical renewable integration and provide "virtual inertia” for grid reliability.

ENVIRONMENT, HEALTH AND SAFETY

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

The Company endeavours to foster and maintain a safe and healthy working environment, while utilizing natural resources responsibly and sustainably.

The Company is committed to promoting and protecting health, safety, and overall well-being of its workforce and takes many initiatives for achieving goal of zero accident. The Company believes in strict adherence to applicable laws and regulations which also helps in protecting our work force, property, and the environment. By upholding the highest EHS standards, regulatory compliance, comprehensive training, and best-in-class operational practices, the Company endeavours to attain zero incident and demonstrate leadership through world-class EHS programs and performance.

Your Company launched the 3^rd season of Safety Footprint training. This initiative aimed to encourage employees to be aware of Life Saving Principles and other topics such as Safety, Quality, Delivery, and Cost.

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

H EHS Monitoring

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

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

The program emphasizes the empowerment of all employees by:

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

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

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

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

As a testament to the Company''s commitment to effective implementation of affirmative action policies, during the year under review, your Company received various EHS awards and Appreciation certificates from prestigious customers such as Renew Power, Vivid Renewables, National Safety Council, Institute of Engineers India, Karnataka power transmission corporation Limited etc.

HUMAN RESOURCES

The Company believes that Human Capital is one of the most vital enablers of long-term and sustainable value creation. The Human Resources (Hr) priorities have been designed to support the execution of the business strategy and improve organizational effectiveness. The Company undertakes many initiatives to make meaningful impact in the lives of our employees.

H Employee Engagement

Employee Engagement initiatives remained a key focus area for the Company. The Company has been undertaking several initiatives for employee engagement. Some of them are as follows:

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

* Employee Communication and Recognition:

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

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

H Employee Attrition

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

H Performance Management

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

H Talent Management

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

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

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

* Competency Management: Competency mapping through the Integrated Talent Management tool was initiated for functions such as Environment, Health and Safety, Commercial, Quality, Sourcing, Manufacturing, Engineering, and Project Management. This process aimed to develop talent by identifying competency gaps and placing emphasis on individual development plans to bridge those gaps.

H Culture

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

Way are Innovation, Customers, Lean, One Team & Accountability.

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

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, projects, services, and automation, are certified for the Integrated Quality Management System. This certification reinforces the quality of the Company''s processes and their compliance.

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

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

H Pallavaram Unit

During Financial Year 2024-25, Pallavaram unit successfully completed 5 major Kaizen events aimed at enhancing our Safety Quality Cost Delivery Cash (SQCDC). Pallavaram unit launched "Learning Effectively through Assignments & Projects (LEAP)” initiative in 2023, to encourage team members to take up assignments and projects beyond their normal scope of work to improve their own cross functional exposure and enable learning. 15 Projects have been completed till Mar''25 with substantial benefits in Financial Year 2024- 2025.

Pallavaram unit continued to focus on enhancing continuous improvement competencies at all levels through various trainings. These include sessions

on LEAN, Problem Solving (8D/GE PSR, etc.), kaizen events, and coaching on continuous improvement projects across units. The aim of these initiatives is to enhance the quality and continuous improvement in competencies of our employees.

Pallavaram unit team has achieved an impressive 9.6 inventory turns in 2024, reflecting a 1.3 turn improvement over last year. This achievement is a result of meticulous material planning and execution of procurement team. World Quality week was celebrated across Pallavaram unit, under the theme of "Compliance to performance”. Pallavaram unit had successfully completed second surveillance audit for ISO 27001:2013 (ISMS) without any nonconformances in the previous financial year. Additionally, it has migrated to the latest version of the standard i.e ISO 27001:2022.

H Padappai and Hosur Units

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

Twenty-seven structured Process improvement actions including Lean and Six Sigma Projects contributing to significant operational performance improvement were successfully executed at Padappai and Hosur HVS India sites. Major Kaizens include Earth week, Inbound logistics cost optimization, flow line implementation for 220 KV and 420 KV Gas Insulated Switchgear (GIS) Accessories, horizontal assemblies for 72.5 kV CT, Life Saving Principles to Life Saving Rules transformation and 3P (lean production preparation process) for Hosur plant layout.

Earth Week Kaizen was conducted in which the teams identified actions to reduce power consumption by 202 MWh in Padappai and 32 MWh in Hosur.

Kaizen Bootcamp was conducted in Padappai factory with 47 participants from Power Transmission (PT) leadership team and team members from Indonesia, Vadodra, Pallavaram, Hyderabad (Gas power), Hosur and Padappai factories, with an objective of creating a flow line for GIS B&T Accessories and increase its capacity by 3 times, to meet the increasing domestic and offshoring demand.

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

H Large Transformer India (LTI)-Vadodra Unit

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

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

CEO Kaizen event performed for wing-to-wing lead time reduction of Shunt reactors and Inter connecting transformers manufacturing focusing on Value Stream Mapping (VSM) and waste reduction in process and achieving the lead time improvement of >15.

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

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

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

H Digital/Grid Software

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

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

Further, ISO 14001:2015 and ISO 45001:2018 Surveillance Audit was successfully completed and Line of Fire Standdown as part of Life Saving Rules was observed during March 2025.

TRANSFER TO RESERVES

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

FIXED DEPOSITS

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

The CSR obligation of the Company for FY ended 2025 as per Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, was H 6 million (Six Million only).

During, the FY 2021-2022, Company was required to spend H 2.5 million, but actually spent H 4.5 million towards CSR projects, hence there was excess spent of H 2.0 million which was available for set off up-to FY 2024-2025. Hence, CSR Obligation for the FY 2024-25 was H 4 million (Four Million only). Accordingly, the Company has spent H 4 million (Four

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

Further, the Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-A forming part of this Directors'' Report.

DIRECTORS

The shareholders of the Company, at their Annual General Meeting held on September 4, 2024, re-appointed Mr. Johan Bindele (DIN:09612906) who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 (Act).

During the period under review, Dr. Kirit S. Parikh (DIN: 00684234), Independent Director, has completed second tenure on March 27, 2025, and consequently ceased to be the Director of the Company with effect from March 28, 2025.

Further, Mr. Rakesh Nath (DIN: 00045986), Independent Director, has completed second tenure on May 31, 2025, and consequently ceased to be the Director of the Company with effect from June 1, 2025.

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

The first term of the Mr. Sanjay Sagar (DIN: 00019489), Independent Director will be completed on July 1, 2025. Considering the recommendations of Nomination and Remuneration Committee, performance evaluation results and skills and capabilities required of an Independent Director and other factors, the Board, at its meeting held on June 19, 2025 approved re-appointment of Mr. Sanjay Sagar as Independent Director of the Company, not liable to retire by rotation, for second term from July 1, 2025 to June 30, 2030, subject to approval of the members by way of special resolution. In the opinion of the Board, the Mr. Sanjay Sagar possess the integrity, expertise and experience required for their appointment as Independent Director in the Company. Mr. Sanjay Sagar has also complied with the applicable provisions of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended.

Mr. Fabrice Aumont, Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing 69^th Annual General Meeting (AGM) of the Company and being eligible, offered himself for re-appointment.

Mr. Sanjay Sagar and Mr. Fabrice Aumont are eligible for re-appointment as Director and the Company has received their consent(s) and requisite disclosure(s), if required. All the details required to be disclosed in connection with the appointment/re-appointment of Directors as above, are appearing in the Notice of 69^th AGM.

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

The Board has taken on record the declaration received from the Independent Directors with respect to their independence after undertaking due assessment of the veracity of the same.

All the Independent Directors of the Company have complied with the provisions of sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to registration with the Indian Institute of Corporate Affairs for the Independent Directors'' Database.

During the FY, none of the independent directors of the Company had entered any material pecuniary relationship or transactions with the Company.

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

KEY MANAGERIAL PERSONNEL

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

Name	Designation
Mr. Sandeep Zanzaria	Managing Director & Chief Executive Officer
Mr. Sushil Kumar	Whole-time Director & Chief Financial Officer
Ms. Shweta Mehta*	Company Secretary & Compliance Officer

*Appointed as Company Secretary & Compliance Officer w.e.f February 6, 2025.

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

1. Ms. Anupriya Garg resigned as Company Secretary & Compliance Officer of the Company with effect from close of business hours of July 3, 2024.

2. Mr. Nimai Verma was the Interim Company Secretary & Compliance Officer of the Company from July 16, 2024, to February 5, 2025.

FAMILIARISATION PROGRAMME FOR DIRECTORS

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

The details of familiarization programmes may be accessed at weblink: https://www.gevernova.com/regions/asia/in/sites/ www.qevernova.com.regions.asia.in/files/Familiarization%20 Programs%20For%20Independent%20Directors_2.pdf

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

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 2024-25, were accepted by the Board of Directors.

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 ''The Spirit & The Letter Policies'' including unethical practices, incorrect or misrepresentation of any financial statements and reports, any claim of theft or fraud, conflicts of interest and any claim of unfair employment practices.

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

The said policy is available on the website of the Company and can be accessed at weblink: https://www.gevernova. com/reqions/asia/in/sites/www.qevernova.com.reqions.asia. 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 ll of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Nomination and Remuneration Policy (''NRC Policy'').

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

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

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

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

In pursuance of the provisions of the Companies Act, 2013 and Listing Regulations and based on the responses to the questionnaires received from the Directors, the Board carried out the annual performance evaluation of all the Directors individually including Independent Directors, the Board as a whole and of its various committees and expressed its satisfaction.

In terms of Companies Act, 2013 and regulation 25(4) of the Listing Regulations and based on the responses to the questionnaires received, the Independent Directors carried out performance evaluation of non-independent directors, Chairman of the Board and the Board as a whole, based on criteria of evaluation as approved by Nomination and Remuneration Committee and expressed its satisfaction.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and other particulars including name of the employees drawn remuneration in excess of the limits set out in the said rules forms part of this Report. In terms of the second proviso to Section 136(1) of the Act, the Directors'' Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company at secretarial. [email protected]

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 your Company''s website and can be accessed at the weblink: https://www.gevernova.com/regions/asia/in/sites/www. gevernova.com.regions.asia.in/files/2025-08/annual_return_ fy_2024-2025.pdf

MEETINGS OF THE BOARD AND ITS COMMITTEES

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

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: https://www.gevernova. com/reqions/asia/in/sites/www.qevernova.com.regions. asia.in/files/2025-07/gevtdil-related-party-transactions-policy-vfinal_0.pdf

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

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

(H In million)
Description	March 31, 2025	March 31, 2024
Dividend Remitted	351.0	Nil

During the year under review, your Company, with the approval of shareholders, entered into Related Party Transactions which were material in terms of the provisions of the Listing Regulations and Policy on Related Party Transactions. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is provided as Annexure C.

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

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 FY 2024-25 there was no case reported. Accordingly, at the end of the financial year there was no pending case.

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, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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.

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

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

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 E. A certificate from M/s Deloitte Haskins & Sells, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also been attached as annexure to Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A separate section on Business Responsibility and Sustainability Report prepared pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations 2015, forms part of the Annual Report.

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 F.

SIGNIFICANT CHANGES DURING THE YEAR

h change in ultimate holding company

The ultimate holding Company i.e. General Electric Company (GEC) had split into GE Aerospace and GE Vernova. Consequent to the same the energy business of GEC was spun off under GE Vernova Inc. w.e.f. April 2, 2024.On account of the Spin-off, GE Vernova Inc. become the ultimate holding Company of your Company with effect from April 2, 2024. Spin-off the energy business resulted in transfer by GEC of 75.00% of its ultimate and indirect shareholding in the Company to GE Vernova Inc.

H CHANGE OF NAME OF THE COMPANY

The shareholders of the Company at the 68^th Annual General Meeting of the Company held on i.e. September 4, 2024, had approved the change of name of the Company from "GE T&D India Limited” to "GE Vernova T&D India Limited''. The same was also approved by the Registrar of Companies w.e.f. October 16,2024.

H CHANGE IN PROMOTER

SHAREHOLDING STRUCTURE

During the year, the Promoters of the Company i.e Grid Equipments Private Limited and GE Grid Alliance B.V. diluted their collective shareholding from 75.00% to 51.00%.

Company for the financial year ending March 31, 2026, 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 AGM.

H SECRETARIAL AUDITOR

As per the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, as amended, the Board of Directors, on the recommendations of Audit Committee, have approved the appointment of 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 FY2025-26 till FY2029-30, subject to approval of members of the Company at ensuing AGM. Accordingly, approval of members of the Company is being sought at the ensuing AGM.

The Secretarial Audit Report issued by M/s VKC & Associates, Company Secretaries for the financial year ended March 31,2025 does not contain any qualification, reservation or adverse remark and is annexed as Annexure G.

OTHER DISCLOSURES

No material change or commitment has occurred after close of the financial year 2024-25, till the date of this Report, which affects the financial position of the Company.

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

DIRECTORS'' RESPONSIBILITY

STATEMENT

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

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

• 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

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)

Disclosure regarding Investor Education and Protection Fund (IEPF) 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, 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, 2025, 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, Statutory Auditors of the Company have not reported any fraud to the Audit Committee as specified under Section 143(12) of the Companies Act, 2013. The members may refer note no. 45 of the financial statements of the Company for further information.

H 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, 2024, 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, your Company has appointed M/s. Ramanathan Iyer & Company, (Firm Registration No. 000019) Cost Accountants, as cost auditor of the

as on March 31, 2025 and of the profit / loss of your Company for the year ended on that date;

• 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;

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

• 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

• 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.

---

Mar 31, 2024

The Directors are pleased to present the 68^th Annual Report, together with the audited financial statements of the Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Sales and Services (Net)	31,679.1	27,732.2
Operating Profit before Finance Cost	2,913.7	801.4
(As percentage of gross sales)	9.2%	2.9%
Finance Cost	283.0	420.1
Profit Before Tax and exceptional items	2,630.7	381.3
Exceptional items (expenses)	-	(113.8)
Less: Tax Expense (expense)	(820.2)	(282.4)
Profit / (Loss) after tax	1,810.5	(14.9)
Opening balance of retained earnings	6,703.8	6,718.7
Dividend Paid	-	-
Corporate Dividend Tax	-	-
Closing balance of retained earnings	8,514.3	6,703.8

Financial results for the year ended March 31, 2024, are in compliance with the Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND

Your Directors take pleasure in recommending a final dividend @ 100% i.e., H 2/- per Equity Share (face value of H 2/- each) of the Company for the year ended 31^st March 2024.

Further, in terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company’s website at https://www.gevernova.com/ regions/in/ge-td-india-limited/corporate-governance

POWER SECTOR OVERVIEW

During the FY 2023-24, the GDP of the country grew at a rate of 7.6%. A total of around 18.4 GW of renewable energy generation was added to the grid in FY 2023-24. The total renewable capacity installed base has reached to ~144GW on 31^st March 2024. This takes the non-fossil fuel installed base (including Hydro) to 43% of the total Installed base of ~442GW.

The peak power demand surged to approximately 243 GW in September 2023, an increase of 12.7%, compared to 216 GW previous year. All India peak shortage has decreased to 1.4% (3.3 GW) from 4.0% (8.6 GW) in the same period last year.

Overall, the energy requirement for the current year 2023-24 has seen a significant increase of 8.6%, reaching 11,02,887 MU compared to 10,15,908 MU during the same period last year. Similarly, energy availability has also risen by 8.9% to 10,99,907 MU from 10,10,203 MU. Notably, during the current year 2023-24, energy shortage at all India level has reduced to 0.3% (2,980 MU) with respect to 0.6% (5,705 MU) during the same period previous year.

In the current released National Electricity Plan (NEP), The target is to reach 500GW by renewable power installed base by 2030, including 300GW of Solar, 100 GW of Wind and 100 GW of other sources (BESS, Pump storage etc.). This requires significant Investments from private/ government and Government is committed to invest to achieve the set targets. With the growth of renewable, coal-based power plants are acting as the base load. Government has also announced new long-term investments in Coal fired plants. The Investment will be on the account of revamping / new ~80GW of coal fired capacity.

In the year 2023, an additional 14,390 ckm of transmission lines, 61,591 MVA of transformation capacity, and 4,290 MW of Interregional Transfer Capacity were added.

Over the past nine years, the transmission network has grown significantly, with an increase of 187,849 ckm, resulting in a 64.48% expansion. This has led to the development of the largest national synchronous grid globally, now totalling 479,185 ckm. Moreover, the total inter-regional capacity for power transfer has seen a substantial boost, rising to 116,540 MW, a 224.17% increase from 35,950 MW in the last nine years. Additionally, the total transformation capacity, specifically for 220 kV and above, has reached 1,213,313 MVA, marking a 128.69% growth with the addition of 679,327 MVA in the same period.

A detailed plan has been developed by a high-level committee, chaired by the Central Electricity Authority, to address the transmission requirements for integrating more than 500 GW of non-fossil fuel capacity by 2030 in India. This plan involves collaboration with various organizations such as Solar Energy Corporation of India, Central Transmission Utility of India Ltd, Power Grid Corporation of India Ltd, Grid-India, National Institute of Solar Energy, and National Institute of Wind Energy. The aim is to support India’s ambitious energy transition goals and ensure the successful integration of non-fossil fuel-based electricity generation.

The Plan has identified significant future non-fossil fuel generation hubs across the nation, such as potential RE Zones in Rajasthan, Gujarat, Andhra Pradesh, Karnataka, Telangana, Maharashtra, and the RE park in Ladakh. Transmission systems have been strategically planned around these potential generation hubs. Additionally, the transmission plan encompasses the necessary transmission systems for the evacuation of 10 GW of offshore wind power in Gujarat and Tamil Nadu. The Plan outlines the comprehensive transmission system requirements to accommodate approximately 500 GW of Renewable Energy capacity by 2030.

The Inter-state Transmission Systems has been put in bidding. It is anticipated that approximately 26.1 GW of additional renewable energy capacity will be incorporated into the intra-state network as part of the Green Energy Corridor (GEC- I&II) scheme initiated by MNRE by 2026.

The Indian Government initiated the Revamped Distribution Sector Scheme (RDSS) to assist DISCOMs in enhancing their operational efficiencies and financial sustainability. This is achieved through providing result-linked financial aid to DISCOMs for strengthening supply infrastructure based on meeting specific criteria and achieving minimum benchmarks. The total outlay for RDSS is approximately H 3 lakh Cr. over a span of 5 years from FY 2021-22 to FY 2025-26, which includes an estimated Government Budgetary Support (GBS) of around H 1 lakh Cr.

The primary objectives of RDSS include reducing AT&C losses to national levels of 12-15% by FY 2024-25, eliminating the ACS-ARR gap by FY 2024-25, and enhancing the quality, reliability, and affordability

of power supply to consumers through a financially sustainable and operationally efficient distribution sector.

Loss reduction activities involve initiatives such as replacing bare conductors with AB cables, implementing HVDS systems, feeder bifurcation, etc., while system strengthening works include establishing new substations, feeders, upgrading transformation capacity, cables, etc.

Modernization efforts encompass SCADA, DMS, IT/OT, ERP, GIS enabled applications, ADMS, etc. to make distribution systems more intelligent. Currently, loss reduction works amounting to approximately H 1.2 lakh Cr. have been sanctioned, with H 5,806.4 Cr. released as GBS towards loss reduction works under RDSS in accordance with scheme guidelines.

As a result of the reform measures implemented under the scheme, AT&C losses have decreased to 15.41% (provisional), which will have a direct positive impact on reducing the ACS-ARR gap and ultimately benefit end consumers by ensuring quality power supply. Government is supportive of creating conducive environments with policy and regulation such as giving extensions to ISTS charge waiver in mentioned technologies.

- 100% waiver for Offshore wind projects commissioned by December 2032 for 25 years.

- 100% Waiver for Green Hydrogen Projects commissioned by 2030 for 25 Years.

- 100% waiver for Pump storage Projects, awarded by June 2025 for 25 Years.

PERFORMANCE IN TRANSMISION AND DISTRIBUTION MARKET

Renewable Energy Transmission Corridors

The Tariff based Competitive market in the green transmission

corridor continued to be the major growth projects in the country.

Your organization contributed at multiple levels by executing projects

and supply of products in the sector.

• Secured order from Central Power Transmission Company of India for 22 units of 765 kV Power Transformers for various Renewable energy Zone power evacuation.

• Secured order from Central Power Transmission Company and private TBCB developers of India for 83 units of 765 kV Shunt Reactors for reactive power compensation, in major Transmission Substations associated with Renewable energy Zone.

• Secured order from leading Renewables private Company for 220kV/33kV Pooling Substation For 300 MW Wind Energy Project in the state of Karnataka.

• Construction of 765 kV GIS Substation at Khavda PS1 (KPS1-Augmentation) for Transmission Scheme for evacuation beyond 3 GW Power for one of the largest private transmission developers.

• 400 kV AIS Solapur Substation Package for one of the largest Private Renewable developers.

Overseas Market

In the financial year 2023-24, growth in export including Neighbouring countries like Sri Lanka and Bangladesh contributed to the Company’s order intake.

• Supply of HVDC Transformers for a project in South Korea from UK Grid Solutions Ltd (a GE Vernova Group).

• Implementation of SACDA/ADMS control centre in the Colombo region Western Province from Ceylon Electricity Board (CEB) in Sri Lanka.

• I mplementation of SCADA/ AEMS control centre at Dhaka for PGCB in Bangladesh.

• Export order for supply of 225 kV GIS to Senegal.

Utility Digitalization growth

Utility requirements for Substation Digital Automations and Software accelerated opportunities in the market. Your Company being leader in the innovative technologies of digital technologies, kept its pace in line with market requirements and won multiple projects with various technologies including.

• State transmission Asset management System project of State Transmission utility via PowerGrid India.

• Secured RDSS Scheme SCADA/ ADMS Project for Distribution utility via Leading EPC.

• Secured RDSS Scheme SCADA/ ADMS Project for state distribution utility via Leading EPC.

• Supply of 500 Bus Bar Relays in 49 no’s 220kV and 132 kV Sub Stations from Gujarat Energy Transmission Corporation.

• Secured orders from various EPCs for supply of CRP & SAS in 765/400/220 kV substations to Govt & Private developers under TBCB route.

• Secured order from Power Grid Corporation of India for Upgradation of Bus Bar in Northern region.

• Secured order for supply of CRP & SAS in 15 nos 33/11 kV Stations of Nepal Electricity Authority through EPC based in Nepal.

• Supply of CRP & SAS in 7 Station of Andhra Pradesh Transmission Corporation.

• Secured order for Supply of CRP & SAS and PLCC in 7 Nos 400kV Station of Adani Energy through EPC.

• Secured order of CRP & SAS for Export to Tanzania through EPC in India.

Your Company will continue to focus on this market and beyond in FY 2024-25 and is confident enough to further build your Company’s strength.

Utility Markets & Renovation & Modernization

Your Company made a dedicated effort to capture orders in the Utility market as well as Renovation and Modernization projects and secured various orders.

• Secured order from Damodar Valley Corporation for Renovation & Modernisation of 7 nos. of Substations in the state of Jharkhand.

• Secured order from National Thermal Power Corporation for Renovation, Modernization with Protection upgradation of 400 kV system in the State of West Bengal.

• Construction of 400 kV GIS Substation on turnkey basis including civil works at Babarzar for one of the most growing state utilities of the country.

• Construction of two 220 kV Sectionalizer bays on turnkey basis at Lapanga for one of the major Industrial customers.

• Construction of 765 & 400 kV GIS Substation/bay Extension at Narendra & Pune without GIS - supply by developer for Transmission Scheme for one of the largest private transmission developers.

• Upgradation of 66/33 kV Tuensang SS to 132 kV In Nagaland Under NERPSIP / Substation Package for Power Grid Corporation of India Limited.

• 220 kV GIS Switchyard on turnkey basis with civil works for TATA Motors.

• 765 & 400 kV GIS & AIS SS at Raigarh (KOTRA) under WRES from Power Grid Corporation of India Limited.

• 220 kV Switchyard and MRSS at Lapanga for FRP Project for one of the Industrial customers.

UPCOMING INNOVATIONS AND TECHNOLOGIES

Year 2023-24 has been the Year of Innovation and your Company launched multiple products in the market. The new launched products are mentioned below.

GridBeats, a comprehensive portfolio of software-defined automation solutions aimed at streamlining grid digitalization and enhancing grid resilience. The GridBeats portfolio provides innovative digital solutions for the power grid to tackle various challenges. GridBeats enhances grid resilience and reliability with faster controls, artificial intelligence/ machine learning (AI/ML)-based automation, and improved cybersecurity. It improves visibility across the grid, from larger areas down to specific equipment, thanks to precise sensors and dependable communication networks.

The portfolio includes:

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

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

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

Network Management System - Maximizes your communications network’s return on investment (ROI) by increasing system throughput and uptime, improving the utilization of networked devices, and enabling you to discover, monitor, and act on your multi-vendor network.

Launched DXC-H, a Hybrid multi-technology platform supporting multiple legacy interfaces. It provides 400Gbps switching capacity, improved latency time for critical applications through MPLS-TP, transmission of up to 100Gbps, data encryption, and different protection schemes.

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

DGA900 is a comprehensive Transformer Condition Monitoring Solution which includes 9 gas DGA combined with OLTC, a higher rhythm in the Indian market with penetration into multiple utility, renewable and industrial segments.

Launched comprehensive one box Bay Controller and Protection Device (BCPU), Multiline Agile to the market targeting mainly Renewable, Industrial and Distribution market., Cybersecurity features and Renewable specific protection features.

Industrialization of 5^th Generation MiCOM in Pallavaram (Chennai) manufacturing facility and started delivering to various customers. MiCOM 5^th Generation is a leap forward latest communication, Cybersecurity & Protection Enhancements, targeting Transmission utilities and renewable generation.

OPERATIONAL EXCELLENCE

Your Company’s experience of more than 35 years in turnkey project execution continues to help it reach new landmarks in operational excellence year after year. Company has been striving for operational excellence and always redefining the way to address customer needs. Your Company has been deploying continuous improvements practices such LEAN to deliver best in class turnkey solutions. Deployment of LEAN has been helping in cutting on project delays and improving the overall quality of execution in turnkey solutions. Best Project Management practices coupled with right skill development & deployment is helping in ensuring efficient project management and delivery by various support functions such as engineering, sourcing, procurement, finance, and human resources, your Company is dedicated to delivering commitments, honouring time schedules, and successfully fulfilling projects for customers.

In the past year, your Company successfully commissioned 17 AIS and GIS substations, strengthening the nation’s transmission network by adding grid interconnection between regions and enabling the addition of new capacity to the grid. This achievement included charging substations for esteemed customers such as PowerGrid Corporation of India Ltd, Himachal Pradesh State Electricity Board,

Bhutan Power Corporation Limited, Tehri Hydro Development Corporation Limited, Uttar Pradesh Power Corporation Limited, Warora Kurnool Transmission Limited, Doosan Power Systems, Renew Power Limited, Kerala State Electricity Board, Kutch Copper Limited, and others.

Additionally, your Company played a crucial role in strengthening the transmission network in Bhutan by charging substations for Bhutan Power Corporation, involving complex interfaces and logistics.

During the year under review, your Company commissioned a 400/200 kV AIS Substation for Renew Power Limited at Koppal area of Karnataka. The Honourable Prime Minister of India, Shri Narendra Modi inaugurated the Koppal Narendra Transmission Scheme for transmission of power from Renewable Energy, which is a significant move to align with clean energy objectives of the Nation. During the period FY 23-24, your Company also realized the commissioning of two key substations for Warora Kurnool Transmission Limited partnering with Adani - one at Warangal and the other one at Chilakaluripeta in Telangana and Andhra Pradesh respectively. These were 765 kV x 400 kV AIS Substations adding 3500 MVA of transmission capacity. This was, by far, the largest 765 kV double circuit TBCB project done in India.

In addition to the above, your Company has also successfully commissioned 35 GIS projects in this FY among which notable projects in domestic market were 765 kV for BGR, 400 kV for Renew Power (Narendra Extn.) and Sterlite / Techno (Kasargod), 220 kV for Date centre in Chennai and Adani Mundra, Tata Power (Waghiwali), Keonics and Bongaigaon. Achievements in the overseas market include commissioning of 2 nos. 220 kV GIS in Nepal, 1 no. 220 kV and 1 no. 66 kV GIS in Bhutan.

It will also be worthwhile to note that your Company commissioned major CBR projects for esteemed domestic customers viz. L&T (TANTRANSCO), Adani, Renew, Megha and Stelmech (PSTCL), while also successfully delivering to overseas customers - Energoinvest (Tanzania), Tata Projects (Mali), Elecnor (Mozambique), KPTL (Mauritania) and Angelique (Zambia).

ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is committed to protecting its people and the communities in which it operates through its EHS excellence fundamentals and systems. The Company aims to continuously improve its EHS systems as an integral part of its operational strategy. EHS excellence is at the core of what the Company does and is fundamental to its identity.

The Company strives to provide and promote a safe and healthy working environment by using natural resources and energy in a sustainable manner to avoid adverse impacts on employees, contractors, customers, the environment, and the communities in which it operates.

The primary objective of the Company is to prevent any harm or damage to people, property, and the environment while ensuring compliance with applicable regulations. The Company aims to promote the health, safety, and well-being of all its employees in the workplace to achieve the ultimate goal of zero accidents. It aims to uphold the highest EHS standards, regulatory requirements, training, and operational practices to achieve the goal of zero harm, thereby demonstrating world-class programs and operations.

Your Company tracks EHS statistics, training status, incident data, audit scores, subcontractor EHS performance, legal compliance, and more in real time through online tools such as Gensuite, Complyworks, Nimonik, Unifier, and “ENHESA.” EHS performance is regularly reviewed through an internal EHS operating review process by senior leaders within the Company in India and at the corporate level globally.

EHS is a shared responsibility, and everyone is held accountable and takes ownership of EHS. Our EHS programs combine clear leadership commitment and accountability, where all leaders, including the CEO, are responsible for implementing the policy. The EHS program also fosters a deep and total empowerment of all employees by:

• Ensuring the allocation of adequate resources (e.g., budget, time, training, professionals, etc.).

• Establishing and maintaining safe systems of work. The core fundamental is to “Stop the work in case of any risky situations.”

• Encouraging employees to seek assistance and promptly report any events and deviations related to EHS.

• Holding teams accountable for EHS performance and making EHS an integral part of the overall success of the Company.

Certifications

All business units of Company are certified under the International Organization for Standardization, Environmental Management System (ISO 14001:2015), and Occupational Health and Safety Management System (ISO 45001:2018).

Recognitions

As a testament to your Company’s commitment to effective implementation of affirmative action policies, during the year under review, your Company received EHS Appreciation certificates and letters from prestigious customers such as Adani Transmission Limited, Kerala State Electricity Board, MRF Limited, Tata Motors Limited, National Safety Council and Renew Power.

HUMAN RESOURCES

The Company’s Human Resources (HR) priorities were designed to support the execution of the business strategy and improve organizational effectiveness. HR plays a crucial role in our Company by making a meaningful impact in the lives of our employees and drive the desired culture as well as to promote safety standards across the offices, factories, and sites.

Employee Engagement

Employee Engagement initiatives remained a key focus area for the Company. It continues to drive numerous employee engagement

activities with great rigor and passion across all locations. Several initiatives for employee engagement were observed in your Company, as stated below:

• Culture and Engagement Pulse Survey: Every quarter, the sentiments of the employees were pulsed through culture and engagement survey, which is conducted by a vendor partner on a quarterly basis, the survey allows employees to share their opinions and comments on various engagement drivers. This survey provides an opportunity for people leaders to discuss the survey results with their respective teams and develop actionable plans to improve overall employee engagement. Based on the sentiments expressed, areas of development are identified and acted upon. The upward trend in the engagement score across locations indicates an improved engagement level among teams. In addition, Company also roundtables, focused group discussions, talk shows, all employee webcasts and townhalls.

• Grid Solutions Quarterly Townhall and MD & CEO Award:

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

• People Leader Proficiencies Training: PLP course is designed to strengthen the capabilities of people leaders to drive accountability while building cohesive and engaged teams. The course will focus on enhancing your skills in critical areas of people leadership (Culture, Team dynamics, Engagement, Talent Development, Feedback, Inclusion & Diversity).

Additionally, there were multiple unit-specific employee and social engagement activities organized throughout the year to boost employees’ morale:

• Town Hall with Global and Local Leadership Team/s

• Round Table and 1-o-1 Meetings

• Festival Celebrations

• Sports Event and Culture Building

Talent Management

Talent Acquisition: At GE, we highly value unique identities, diverse backgrounds, and varied experiences. We actively encourage and embrace different voices and perspectives, as they equip us to rise to the challenge of building a world that works for everyone. We celebrate our people for who they are, regardless of their religious beliefs, individual orientation, gender, or special needs. Our commitment lies in fostering an inclusive culture where everyone feels empowered and motivated to perform at their best because they are accepted, respected, and included.

Talent Development: Our talent development process enabled leaders to identify critical roles and top talents in each function, providing them with frameworks and tools to align talent needs with the Company’s strategy. This involved rigorous assessments of

performance and demonstration of GE leadership behaviours. Other parameters evaluated included retention risk, loss impact, domain knowledge, functional capabilities, succession pipelines, intentional next role planning, mentoring, development and learning plans, and creating talent flow. This proactive approach allowed the Company to take necessary actions to retain key talents and build succession pipelines. Your Company conducted robust review sessions with business/function leaders, during which talents were discussed along with the action plan for their development and growth in their respective roles. Actionable tasks such as job rotation, stretch and bubble assignments, and job enrichment were implemented to cultivate a stronger talent pipeline within the organization, particularly for critical roles.

Competency Management: Competency mapping through the Integrated Talent Management (ITM) tool was initiated for functions such as Environment, Health and Safety, Commercial, Quality, Sourcing, Manufacturing, Engineering, and Project Management. This process aimed to develop talent by identifying competency gaps and placing emphasis on individual development plans to bridge those gaps.

Culture

Our culture is the heartbeat of our organization, which comprises ol principles that shape our behaviour, foster collaboration, and drive us toward excellence. It’s the way we collaborate, the way we innovate, and the way we treat one another. Our culture is the soul of our collective journey and lay the foundation of our shared identity.

Your Company aims to sustain a culture based on GE Vernova Way, (The Energy to Change the World), they define how we work together to create value for our people, customers, shareholders, and planet. The GE Vernova Way is designed to guide how we speak, behave, interact and make decisions, Capture the most critical ways of working that are unique to us; and reflect aspirational elements where we need to improve and grow.

Inclusion, diversity, and equity are crucial pillars of the Company’s culture, and to truly embody these values, your Company is committed to investing in programs that focus on building a diverse and talented workforce.

Learning is essential for growth and progress. The Company strongly believes in promoting a learning culture and, to reinforce this belief, multiple initiatives were launched across units and product lines, as outlined below:

Key Initiatives

Your Company initiated various actions to address the inputs received from employees through monthly opinion surveys. The aim was to create a better working culture and foster collaboration with employees by acknowledging and acting on their feedback. These initiatives facilitated connections between employees and leaders, allowing them to share personal and professional development opportunities and promote work-life balance.

To enhance diversity and inclusion, your Company also conducted sessions and events to raise awareness about Diversity and Inclusion,

including Women’s Day and events centred around LGBTQ inclusivity like PRIDE Alliance. The Company is continuously working towards enhancing gender diversity in the workplace.

Earth Week is a reminder of the importance of environmental conservation and sustainability, encouraging us to come together and act for a healthier planet and brighter future. In line with our commitment towards sustainability. We celebrated Earth Week between 22^nd - 26^th April, 2024 with the theme of Educate, Engage, Activate. There were multiple volunteer events hosted including tree plantation, save electricity through various initiatives like switching off lights for one hour, donating items for recycling in working on way to sustainability.

Your Company also launched the ‘Learning through Assignments & Projects’ program. This initiative aimed to encourage employees to take on stretch assignments related to topics such as Safety, Quality, Delivery, and Cost. This program helped employees develop crossfunctional learning and exposure.

Workforce and Analytics

GE Workday, cloud-based HR enterprise management platform enables employees and people leaders to access information anywhere and anytime. The user-friendly interface facilitates swift retrieval of essential data and reports, enabling the business to make important people-related decisions promptly. The implementation of this new platform has seamlessly supported your Company in driving strategies related to recruitment and talent management, retention, growth programs, HR and payroll compliance, and benefits programs with efficiency and effectiveness.

QUALITY AND CONTINUOUS IMPROVEMENT

Your Company is committed to continuous improvement towards business excellence. The deployment of quality and continuous improvement initiatives has made significant progress, contributing to business results. Here are some of the achievements and key actions realized through the wholehearted participation of employees at all levels:

• All of your Company’s operations in India, including manufacturing, projects, services, and automation, are certified for the Integrated Quality Management System (ISO 9001:2015). This certification reinforces the quality of the Company’s processes and their compliance.

• Grid Software Unit under Electrification Software Business at Noida is certified for Information Security Management System (ISO 27001:2013).

• Pallavaram unit launched “Learning Effectively through Assignments & Projects (LEAP)” initiative in 2023, to encourage team members to take up assignments and projects beyond their normal scope of work to improve their own cross functional exposure and enable learning. 12 Projects completed in 2023 with substantial benefits to the business.

• Pallavaram unit continued to focus on enhancing continuous improvement competencies at all levels through various trainings. These include sessions on Lean, Problem Solving (8D/GE PSR, etc.), kaizen events, and coaching on continuous

improvement projects across units. The aim of these initiatives is to enhance the quality and continuous improvement competencies of our employees.

• Pallavaram Unit participated in OHSE Awards competition conducted by National Safety Council Tamilnadu chapter and secured Appreciation award for the assessment Year 2022 -2023.

• National Road Safety Week was celebrated from January 11 to January 17, 2024, at Pallavaram. Awareness posters and pamphlets distributed to all our employees and road safety pledge was taken.

• National Safety week was celebrated from March 04 to March 10, 2024 at Pallavaram factory. Employee engagement programs were organized to promote awareness and commitment to Safety. Active participation from employees was encouraged. Fifteen tree saplings were planted as part of celebrations.

• Pallavaram unit conducted Health camps, Eye camps and Dental camps during National safety week for promoting health consciousness and well-being of our employees. Regular short talks and online teams meeting on various health topics ongoing.

• World Quality Week was celebrated across Pallavaram, Padappai and Hosur sites under the theme of “Realizing your competitive potential”. Lots on engagement activities like Quiz competition, Suggestion Day and Quality Training sessions were conducted.

• Twenty-two structured Process improvement actions including Lean, Six Sigma Projects contributing to significant operational performance improvement were successfully executed at Padappai and Hosur HVS India sites. Major Kaizens include 3P on GIS logistics optimization to reduce logistics cost by 10%, Engineering Change Notice implementation lead time reduction for Drives and Fixed Production reduction at Hosur and Implementation of Horizontal assembly for EMVT/ KOTEF.

• Value stream mapping for CBR in Padappai to reduce the lead time by 25%. Breakthrough actions in GIS include AC1 implementation Tendering and AIS Engineering, capacity improvement in Leak test and KANBAN/ VMI implementation for critical parts.

• President Kaizen Event was conducted from 25-Jan-24 to 30-Jan-24 at Hosur plant, where APAC leadership team participated and implemented Horizontal assembly for EMVT/ KOTEF to eliminate EHS risks - lifting, working under suspended load and achieve standard time reduction by 40%. Other kaizens include introduction of conveyors for product movement from Assembly to testing and creating a facility for end of line testing at Volta Lab.

• Lean Maturity assessment was implemented at Padappai and Hosur sites and roadmap prepared for improving the lean maturity of the sites.

• President’s Kaizen event performed at Vadodara Unit for pull flow deployment enabling manufacturing lead time improvement by ~20% with potential saving of 20.7 MINR. ¹

• Kaizen event done for implementing SMED concept for reducing set up time & change over time for TVO & VPD’s to enhance machine utilization and thus increasing the capacity.

• Kaizen event done for increase capacity of core cutting shop for reducing the set-up time of core cutting machine and increasing the machine utilization.

• HVDC manufacturing Capability ramp up- LTI is continuously gearing up to meet the market demand and increasing its capacity of HVDC transformer manufacturing. Already investment of 220 MINR approved and is under execution with plan of further 213 MINR investment in pipeline.

• 53^rd National Safety week celebration done along with taking oath by employees towards focus on ESG (Environment Social Governance) excellence.

• National Safety Week (NSW) was celebrated in Grid Software Unit of Electrification Software Business at Noida. Key events included distribution of NSW badges, safety poster competition, hazard hunt / spot the hazard competition, EHS talk (2 minutes video recording) competition, EHS quiz competition, etc.

Overall, during the financial year 2023-24, your Company successfully executed projects and secured major orders, both domestically and internationally. With a commitment to continuous improvement and a customer-centric approach, the Company has further strengthened its market presence and laid a solid foundation for future success.

TRANSFER TO RESERVES

No amount was transferred to reserves during FY 2023-24.

FIXED DEPOSITS

During the year, the Company has not accepted any fixed deposits including the public and no such amount inter-alia, principle or interest was outstanding as on the closure of financial year 2023-24.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee has been constituted 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 Board’s Report.

The CSR Policy formulated by the Corporate Social Responsibility Committee and approved by the Board is available on the Company’ website at following URL: https://www.gevernova.com/regions/in/ge-td-india-limited/corporate-governance.

Your Company’s Corporate Social Responsibility (CSR) activities reflect its philosophy of helping to build a better world and a more sustainable society. Over the years, across all sites, your Company has been engaged in several initiatives, and has focused on strengthening the marginalized sections of the community through multiple interventions such as healthcare, access to clean drinking water, infrastructure development, support for persons with special needs, skill development, entrepreneurship programs. These programs are carefully curated, depending upon the needs of the community for the overall development and empowerment of the society.

In terms of extant applicable provisions, the Company was not required to spend any amount on CSR activities during the Financial Year 2023-24.

Further, the Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-A forming a part of this Report.

DIRECTORS

During the period under review, the following changes were incurred in the Composition of the Board of Directors:

• Based on the recommendation of Nomination & Remuneration Committee, Board had appointed Mr. Sandeep Zanzaria as Managing Director & Chief Executive Officer of the Company w.e.f. April 17, 2023, and his appointment was duly approved by shareholders of the Company through Postal Ballot Notice dated April 17, 2023, and result of which was declared on June 5, 2023.

• Mr. Mahesh Shrikrishna Palashikar has resigned as Chairman and Non-Executive Director of the Company w.e.f. January 15, 2024 (closure of Business Hours/end of the day).

• The Board of Directors at its meeting held on January 5, 2024, had appointed Mr. Rathindra Nath Basu as Chairman of the Board and Additional Director (under category of Non- Executive and Independent Director) with effect from January 16, 2024, subject to the shareholder’s approval and his appointment was duly approved by shareholders of the Company through Postal Ballot notice dated February 5, 2024 and result of which was declared on March 18, 2024.

• Further, the Board of Directors at its meeting held on January 18, 2024 had appointed Mr. Fabrice Aumont and Mr. Jesus Gonzalez Gonzalez, as an Additional Director (under category of Non-Executive Director) of the Company with effect from January 18, 2024, subject to the shareholder’s approval and their appointments were duly approved by the shareholders of the Company through Postal Ballot notice dated February 5, 2024 and result of which was declared on March 18, 2024.

In terms of section 152 of the Companies Act, 2013, Articles of Association of the Company, Mr. Johan Bindele, Director of the Company retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

As on March 31, 2024, following are the Key Managerial Personnels of the Company in terms of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name	Designation
Mr. Sandeep Zanzaria1 Mr. Sushil Kumar Ms. Anupriya Garg	Managing Director & Chief Executive Officer Whole-time Director & Chief Financial Officer Company Secretary & Compliance Officer

*Appointed as Managing Director & Chief Executive Officer w.e.f April 17, 2023.

MANAGERIAL REMUNERATION

Remuneration paid to Executive and Non-Executive Directors has been mentioned in detail under Corporate Governance Report which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the independent directors of your Company have made a declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

As part of its ‘Familiarisation Programme for Independent Directors’, your Company familiarises independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarization programmes may be accessed under Corporate Governance section of the website at https://www. gevernova.com/regions/in/ge-td-india-limited/corporate-governance

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

• the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

• 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, 2024 and of the profit /loss of your Company for the year ended on that date;

• 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;

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

• 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

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

AUDIT COMMITTEE

As on 31^st March, 2024 and at the date of this report the Audit Committee of your Company comprises of Mr. Rakesh Nath as the Chairman, Mr. Rathindra Nath Basu, Dr. Kirit S. Parikh, Ms. Neera Saggi, Mr. Sanjay Sagar and Mr. Johan Bindele as other members. Details in respect of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

OTHER BOARD COMMITTEES

The details of other board committees are mentioned in the section of Corporate Governance Report forming part of this Annual Report.

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 ‘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 may be accessed under the Corporate Governance section of the website at https://www.gevernova.com/regions/in/ge-td-india-limited/corporate-governance

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’). The aforesaid policy of the Company on director’s appointment and remuneration including criteria for determining qualifications,

positive attributes, independence of directors and other matters is annexed as “Annexure B”.

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at https://www. gevernova.com/regions/in/ge-td-india-limited/corporate-governance

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Your Company has a policy framework for evaluation of the Board of Directors. Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually including Independent Directors, the Board as a whole and of its various committees.

The Independent Directors in terms of Companies Act, 2013 and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, & carried out performance evaluation of non-independent directors Chairman of the Board and the Board as a whole, based on criterion of evaluation as approved by Nomination and Remuneration Committee.

Nomination and Remuneration Committee in terms of Companies Act, 2013, also carried out evaluation of every director’s performance.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

In terms of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to [email protected]

ANNUAL RETURN

As per provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is hosted on the Reports & Financials section of your Company’s website https://www.gevernova.com/ regions/in/ge-td-india-limited

MEETINGS OF THE BOARD AND ITS COMMITTEES

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

The Secretarial Standards as 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 Related Party Transactions Policy on dealing with Related Party Transactions.

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at https://www. gevernova.com/regions/in/ge-td-india-limited/corporate-governance

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

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) disclosures of transactions of the Company with Grid Equipments Private Limited, promoter Company, holding 68.54% shares in the Company is as follows:

Description	March 31, 2024	March 31, 2023
Interest paid	Nil	74.2
Dividend Remitted	Nil	Nil
Borrowings taken	Nil	1,500.0
Repayment of Borrowings	Nil	1,500.0

During the year under review, your Company, with the approval of shareholders, entered into Related Party Transactions which may be considered material in terms of Section 188 of the Companies Act, 2013 and Listing Regulations. The disclosure of related party

transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is provided as “Annexure C”.

Further, the proposed material related party transactions for financial year 2024-25 and upto the date of sixty-ninth Annual General Meeting are detailed in the notice of the ensuing Annual General Meeting of the Company.

PREVENTION OF SEXUAL HARASSMENT (POSH)

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 under review, two (2) cases under the aforesaid act were reported which were duly disposed-off within the prescribed time. Accordingly, at the end of the financial year there was no pending case.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made by or against the Company or any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the year ended March 31, 2024.

SUBSIDIARY COMPANIES

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

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

RISK MANAGEMENT

The Board of Directors of your Company has constituted a Risk Management Committee in terms of Listing Regulations to overlook the Risk Mitigation and Management of the Company. Details of composition 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 operational, financial, environment, health and safety, reputation and image, currency fluctuation, compliance, cyber security, etc. Every unit and function are 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 the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the Internal Financial Control process. 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 Report, forming part of the Directors’ Report.

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 separate sections. 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 included in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility and Sustainability Report describing the initiatives taken from an environmental, social and governance perspective, in the prescribed format has been included in this Report as a separate section.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Management’s discussion and analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management’s discussion and analysis is set out in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

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.

LISTING ON STOCK EXCHANGES

The Company’s shares are listed on BSE Limited and the National Stock Exchange of India Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

AUDITORS

Statutory auditors and auditors'' report

The members of the Company at its 65^th Annual General Meeting (AGM) held on August 6, 2021, 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.

Auditors'' Report

The Auditors’ Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

Further, during the period under review Statutory Auditor’s of the Company has not reported any fraud to the audit committee as specified under Section 143(12) of the Companies Act, 2013 during the period under review.

COST AUDITORS

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. The Cost Audit Report for financial year ended March 31, 2023, of the Company was filed on September 2, 2023, 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, your Company has appointed M/s. Ramanathan Iyer & Company, (Firm Registration No. 000019) Cost Accountants, as cost auditor of the Company for the financial year ending March 31, 2025, to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. The remuneration approved by the Board, is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s VKC & Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report from M/s VKC & Associates, Company Secretaries for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark and is annexed as “Annexure E”.

ACKNOWLEDGEMENTS

The Board of Directors expresses its 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. They 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

Sandeep Zanzaria Sushil Kumar

Place: Noida Managing Director & CEO Whole-time Director & CFO

Date: 3.7.2024 DIN: 08905291 DIN: 08510312

1

Kaizen event completed for wing-to-wing Value stream mapping for Shunt reactors and ICT manufacturing and achieving the lead time improvement of >15%.

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Mar 31, 2023

The Directors are pleased to present the 67^th Annual Report, together with the audited financial statements of the Company for the financial year ended March 31, 2023.

FINANCIAL RESULTS

(Rs. in Millions)

Particulars	Year ended	Year ended
	March 31, 2023	March 31, 2022
Sales and Services (Net)	27,732.2	30,659.5
Operating Profit before Finance Cost	801.4	(1,410.0)
(As percentage of gross sales)	2.89%	(4.60%)
Finance Cost	420.1	386.5
Profit/(Loss) Before Tax and exceptional items	381.3	(1,796.5)
Exceptional items (expenses) / income	(113.8)	1,101.7
Less: Tax Expense (expense) / credit	(282.4)	198.6
(Loss) After Tax	(14.9)	(496.2)
Opening balance of retained earnings	6,718.7	7,142.0
Dividend Paid	-	-
Corporate Dividend Tax	-	-
Closing balance of retained earnings	6,703.8	6,718.7

Financial results for the year ended March 31, 2023 are in compliance with the Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND

In view of inadequate profit during the year and to conserve cash and maintain liquidity, the Board of Directors decided not to recommend dividend for the Financial Year 2022-23.

The Dividend Distribution Policy of the Company is in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available on your Company’s website at http://www.ge.com/in/ge-td-india-limited.

PERFORMANCE REVIEW

During the financial year FY 2022-23, the GDP of the country grew at a rate of 7.2%. The peak power demand surged to approximately 209 GW in 2022. A total of around 16 GW of renewable energy generation was added to the grid in FY 2022-23.

The Government of India (GOI) has consistently shown continuous support by announcing Production Linked Incentives (PLI) in the power sector. Under the PLI scheme, companies are encouraged to produce more not only for the domestic market but also for global markets. The production-linked incentives are a huge motivation for the industrial sector and bring profitability to producers. This has a direct impact on the power sector since increased production consumes more electricity, and the GOI has to ensure reliable 24x7 power. This further ensures investments in the power sector.

The country has set ambitious targets to achieve 500 gigawatts (GW) of renewable energy capacity by 2030, including solar, wind, hydro, and other sources. Various policies and initiatives have been launched to promote renewable energy investments and facilitate their integration into the power grid. 100% FDI is allowed under the automatic route in the power segment and renewable energy. Under the Union Budget 2022-23, the government announced the issuance of sovereign green bonds, as well as conferring infrastructure status to energy storage systems, including grid-scale battery systems. To achieve the target of 500 GW by 2030, the Ministry of Power has issued a detailed report on transmission projects envisaged for the evacuation of 537 GW of renewable energy capacity. The transmission projects are a combination of high voltage AC projects of different voltages and high voltage DC projects for the evacuation of large, concentrated power in one geographical location. The renewable energy power generation will be through multiple sources, including solar, onshore wind, storage, hydro, including pump storage plants, and offshore wind. The transmission schemes are being structured while considering energy storage to deliver round-the-clock power to load centers. According to the report, the additional investment required in the transmission sector for this evacuation will be H 2.45 trillion.

The above actions and initiatives from the GOI have led to the recovery of the power sector, including the transmission and distribution sector, in FY 2022-23. The opportunities in the transmission sector started to materialize in Q3 & Q4 of FY 2022-23 through Tariff Based Competitive Bidding (TBCB) bids after a slow start initially. In the year FY 2022-23, India observed the addition of around 14,500 Ckt. km of transmission lines and the addition of approximately 76,000 MVA at substations, which is almost equivalent to the additions made in the last 2 financial years.

During FY 2022-23, the major hurdles of global supply continued in a few product lines and are being mitigated by creating new local vendors to the maximum possible extent. The Russia-Ukraine conflict has put a lot of pressure on global inflation and caused a steep rise in energy prices. However, your company maintained resilience and agility by improving the sourcing process to negotiate better and improve commercial pricing in the bids. This not only effectively mitigated the risk but also repositioned itself as a Make in India (MII)

organization and increased its share in the exports market. In FY 202223, a sizeable business was conducted with industrial customers and renewable developers. For growth, your company equally focused on product sales with major EPCs in the country and delivered on time.

On the financial front, your company''s performance improved significantly due to various actions taken by the management to improve execution, reduce costs, and stabilize commodity prices. Your company generated a profit before tax and exceptional items of H 381.3 million, compared to a loss of H 1,796.5 million in the previous financial year.

Performance in Green Energy Corridor Market

The Tariff Based Competitive Bidding (TBCB) packages are the major requirements driving the transmission market. The number of private developers participating in the TBCB auctions has increased, and your company is engaged with most of the developers in this space. However, during and after COVID Wave 2, the pipeline of TBCB projects had slowed down, resulting in delayed opportunities that were pushed to the next financial year. Despite the slow materialization of TBCB market opportunities, your company had a good rder Intake in the market from the TBCB segment. Some major orders are listed below:

• 220kV & 132kV product package, including a 245kV Gas Insulated Substation package, 220kV & 132kV circuit breakers, and instrument transformers package at Nangal Bibra and Bongaigaon.

• Air Insulated Switchgear products at various substations such as Mohanlal Ganj, Goa, Karur, and Khavda from EPCs and developers.

• Grid automation Control Relay Panel (CRP) packages from various TBCB substations (Karur, Khavda, etc.) from various EPCs.

The Central Electricity Authority, under the Transmission Plan for Grid Integration of Renewable Energy up to 2030, has planned transmission systems for major renewable potential zones. The renewable energy generation projects are planned in Rajasthan, Gujarat, Leh - Ladakh, Andhra Pradesh, Telangana, Karnataka, Madhya Pradesh, Maharashtra, and Tamil Nadu.

Continuous Focus on Neighbouring Countries

In the financial year 2022-23, significant business was conducted with neighbouring countries such as Bhutan, Nepal, and Bangladesh, with order intake coming from these countries.

• Order from Nepal Electricity Authority for the upgradation of the existing Grid Substation Automation system (SAS) for existing grid substations, including six control centers across Nepal (outside Kathmandu).

• Variation order from Bhutan Power Company for the CHUMDO -220/66/33KV GIS SS.

• Order from EPC Co. for the PGCB Bangladesh Amtoli 400KV SS AIS Switchgear Package.

• Various orders for Grid Automation CRP SAS Packages from Nepal and Bangladesh in hydro and utility sector.

Amendment order from SJVN ARUN-3 Power Development Company Limited for the 9X420KV Gas Insulated Switchgear (GIS) and 220KV Air Insulated Substation (AIS) at Dhalkebar Substation.

These overseas market orders not only boosted the order intake but also brought the desired profitability to the company.

Enabling via Digitalization and Services Market

Digital automation and digital service techniques have gained significant momentum in the power sector market. Following the COVID-19 pandemic, digital initiatives have emerged as the most effective solution for remote operation and maintenance of substations through the use of advanced digital technologies. The pandemic has highlighted the importance of secure and reliable automation in the grid. Upgrading to an automated grid is the key to addressing these challenges.

Your company is at the forefront of this evolution, continuously enhancing its automation and service solutions to meet the growing demand. The focus is on ensuring secure automation and remote maintenance, which have become crucial requirements in the current scenario. The company''s robust and reliable cybersecurity solutions

have earned the trust and confidence of customers. As a result, the

company has secured additional orders and expanded its already

existing installed base. Some of the notable orders include:

• Substation Automation System and Control Relay Panel and Protection & Control 1051 for four 220KV Substations of Tamil Nadu Transmission Corporation.

• Control and Relay Panel (CRP) at Andhra Pradesh Transmission Corporation (APTRANSCO) GUDIVADA 400/220/132KV Substation & Annaram & Medigadda Substations ofTransmission Corporation of Telangana.

• CRP for various substations: 400/220KV XELDEM (GOA), 765/400kV KHAVDA Substation, 765/400 kV BHUJ substation, Chhattisgarh State Power Transmission Corporation - BILASPUR, DARDEHI, 400/220 kV KARUR Tariff Based Competitive Bidding (TBCB) Projects.

• Supply and retrofitting of Bus Bar Protection Relays for various sites of Power Grid Corporation of India namely Khandwa, Boisar, Vapi, and Satna Substations.

• Establishment of 6 main control centres with GE Supervisory Control and Data Acquisition (GE SCADA) technologies for data visualization of 39 Substations for Nepal Electricity Authority in Nepal.

• Strong win for Odisha’s government’s newly privatized distribution utilities with GE Digital Technologies on Advanced Distribution Management System (ADMS) & Geographic Information Systems (GIS). This win takes GE ADMS Strong presence in 3 out of 4 DISCOMS.

• GE Energy Management System (EMS) Technology, legacy system upgrade with comprehensive maintenance in Bangladesh territory.

• Extension of 400 kV Gas Insulated Switchgear (GIS) Bay along with New Reactor at Parbati - II Project of National Hydroelectric Power Corporation (NHPC).

• 125MVAR/400kV Reactor Bay at Birsinghpur for Madhya Pradesh Power Generation Company Limited (MPPGCL).

• Annual maintenance contract with Asset Performance Management for 60 Months for 765 kV substations at Anta and Phagi for Rajasthan Rajya Vidyut Prasaran Nigam Limited (RRVPNL).

Your company will continue to focus on this market and beyond in 2023-24 and is confident enough to further build your company’s strength.

Future Approach

The continuous impact on the climate is driving the need for the development of new energy resources for power generation, including upcoming greenfield projects focused on hydrogen. Achieving a sustainable and reliable power supply requires an optimal combination of renewable energies and fossil fuels. India has made significant progress with 42% of its installed base coming from nonfossil fuel sources, and it is actively working towards addressing the trilemma of reliable, affordable, and sustainable power. In line with this, several large industrial houses are planning to manufacture hydrogen within India and export it to global markets, positioning India as a low-cost hub for this resource.

The Government of India is actively promoting hydrogen manufacturing through the National Hydrogen Mission and providing support through the Production Linked Incentive (PLI) scheme. However, to ensure the production of green hydrogen, a substantial amount of renewable power is required. This will drive the construction of multi-gigawatt-scale renewable capacities and the establishment of numerous large-capacity central and state sector connectivity substations, creating promising market opportunities for your company.

As the share of renewable power in the grid continues to grow, dedicated corridors for the transmission of renewable energy are essential. The development of green energy corridors will be crucial to achieving the target of evacuating 500 GW of renewable energy by 2030. Additionally, there will be an increase in commercial models and private participation across all sectors of generation, transmission, and distribution.

Alongside investments in 765/400kV substation networks, there will be a future focus on STATCOM projects to ensure reactive power balance in the grid. STATCOMs are static synchronous compensators that use power electronics to provide or absorb reactive AC power in an electricity network.

With the electricity market expected to grow, both in terms of existing and new products, there will be a demand for new renewable capacity, necessitating increased flexibility in the grid. This will involve the integration of energy storage systems, as well as the augmentation of the transmission system, to accommodate the evolving needs of the power sector.

To optimize the use of existing assets and manage the higher absorption of renewable energy in the grid, utilities across India are continuously following a digital roadmap and adopting more digital technologies. India is witnessing a wave of digital projects in both the transmission and distribution sectors.

OPERATIONAL EXCELLENCE

Your company''s experience of more than 34 years in turnkey project execution continues to help it reach new landmarks in operational excellence year after year. Supported by an efficient project management team and various support functions such as engineering, sourcing, procurement, finance, and human resources, your company is dedicated to delivering commitments, honoring time schedules, and successfully fulfilling projects for customers.

In the past year, your company successfully commissioned 22 AIS and GIS substations, strengthening the nation''s transmission network 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, Odisha Power Transmission Corporation Limited, Kerala State Electricity Board, Jharkhand Urja Sancharan Nigam Ltd, West Bengal State Electricity Transmission Company Limited, Doosan Power Systems, Delhi Transco Ltd., Tata Power Delhi Distribution Ltd., and others.

Additionally, your company played a crucial role in strengthening the transmission network in Bhutan by charging substations for Bhutan Power Corporation, involving complex interfaces and logistics.

During the year under review, your company commissioned a 132/33 kV GIS substation for Odisha Power Transmission Corporation Limited at Hinjilicut, Ganjam district in Odisha. This station was inaugurated by the Honorable Chief Minister of Odisha, Shri Naveen Patnaik. The 132 kV GIS bays were fully manufactured at your company''s Padappai factory near Chennai, Tamil Nadu.

Your company has also manufactured and delivered 240 GIS bays, 1280 live tank circuit breakers, and 5976 instrument transformers.

Notably, 36 GIS projects (244 GIS bays) were successfully commissioned, including 2 large 765kV GIS projects with 15 bays for Doosan at Jawarharpur in Uttar Pradesh and 6 bays for Sterlite at Vadodara - the first 765 KV GIS with interface extension. Overseas GIS projects were also commissioned, including a 400kV GIS in Greece and a 138kV GIS in Brazil.

At the Hosur Plant, a new industrial setup for Extra High Voltage Measurement Transformers (EMVT) manufacturing was successfully implemented, catering to prototypes and type tests of EMVTs for 72.5kV, 123kV, 170kV, and 245kV. Additionally, industrialization and production of lower rating current transformers (CTs) were successfully completed, with over 750 CTs manufactured and supplied to the export market.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

Your company tracks EHS statistics, training status, incident data, audit scores, subcontractor EHS performance, legal compliance, and more in real time through online tools such as Gensuite, Complyworks, Nimonik, Unifier, and "ENHESA." EHS performance is regularly reviewed through an internal EHS operating review process by senior leaders within the company in India and at the corporate level globally.

EHS is a shared responsibility, and everyone is held accountable and

The company is committed to protecting its people and the communities in which it operates through its EHS excellence fundamentals and systems. The company aims to continuously improve its EHS systems as an integral part of its operational strategy. EHS excellence is at the core of what the company does and is fundamental to its identity.

The company strives to provide and promote a safe and healthy working environment by using natural resources and energy in a sustainable manner to avoid adverse impacts on employees, contractors, customers, the environment, and the communities in which it operates.

The primary objective of the company is to prevent any harm or damage to people, property, and the environment while ensuring compliance with applicable regulations. The company aims to promote the health, safety, and well-being of all its employees in the workplace to achieve the ultimate goal of zero accidents. It aims to uphold the highest EHS standards, regulatory requirements, training, and operational practices to achieve the goal of zero harm, thereby demonstrating world-class programs and operations.

takes ownership of EHS. Our EHS programs combine clear leadership commitment and accountability, where all leaders, including the CEO, are responsible for implementing the policy. The EHS program also fosters a deep and total empowerment of all employees by:

• Ensuring the allocation of adequate resources (e.g., budget, time, training, professionals, etc.).

• Establishing and maintaining safe systems of work. The core fundamental is to "Stop the work in case of any risky situations.”

• Encouraging employees to seek assistance and promptly report any events and deviations related to EHS.

• Holding teams accountable for EHS performance and making EHS an integral part of the overall success of the company.

Certifications

All business units of Company are certified under the International Organization for Standardization, Environmental Management System (ISO 14001), and Occupational Health and Safety Management System (ISO45001:2018).

Recognitions

As a testament to your company''s commitment to effective implementation of affirmative action policies, during the year under review, your company received EHS Appreciation certificates and letters from prestigious customers such as Doosan, Adani Power Limited, Power Grid Corporation of India Limited, Tata Motors Limited, UP Power Transmission Corporation Limited, and Damodar Valley Corporation.

Human Resources

The purpose of your company’s Human Resources (HR) team is to touch the lives of our people and build world-class talents to enable the energy transition for humanity. HR plays a crucial role in our company by making a meaningful impact on the lives of our employees, developing world-class talents, supporting the execution of business strategies, and improving organizational effectiveness. The HR efforts were aligned with driving the desired culture and promoting safety standards across our offices, factories, and sites.

Employee Engagement

Your company always pays immense focus on employee engagement initiatives. It continues to drive numerous employee engagement activities with great rigor, vigor, and passion across all locations. Several initiatives for employee engagement were observed in your company, as stated below:

• Culture and Engagement Pulse Survey: This survey provides an opportunity for people leaders to discuss the survey results with their respective teams and develop actionable plans to improve overall employee engagement. Conducted

by a vendor partner on a quarterly basis, the survey allows employees to share their opinions and comments on various engagement drivers. Based on the sentiments expressed, areas of development are identified and acted upon. The upward trend in the engagement score across locations indicates an improved engagement level among teams.

• Grid Solutions Quarterly Townhall and MD & CEO Award:

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

• People Leader Engagement Workshop: Engagement sessions are conducted for people leaders, inviting upward insights from team members in the absence of leaders. Clear actions and timelines are established based on relevant insights. Subsequently, loopback sessions are organized to share the actions taken in response to the team''s insights, particularly in addressing opportunities.

Additionally, there were multiple unit-specific employee and social engagement activities organized throughout the year to boost employees'' morale:

• Town Hall with Global and Local Leadership Team/s

• Round Table and 1-o-1 Meetings

• Festival Celebrations

• Sports Event and Culture Building Talent Management

Talent Acquisition: Nearly 51% of our opportunities were closed with internal talent from partner GE Entities. At GE, we highly value unique identities, diverse backgrounds, and varied experiences. We actively encourage and embrace different voices and perspectives, as they equip us to rise to the challenge of building a world that works for everyone. We celebrate our people for who they are, regardless of their religious beliefs, individual orientation, gender, or special needs. Our commitment lies in fostering an inclusive culture where everyone feels empowered and motivated to perform at their best because they are accepted, respected, and included.

Talent Development: Your company conducted robust review sessions with business/function leaders, during which talents were discussed along with the action plan for their development and growth in their respective roles. Actionable tasks such as job rotation, stretch and bubble assignments, and job enrichment were implemented to cultivate a stronger talent pipeline within the organization, particularly for critical roles. Our talent development process enabled leaders to identify critical roles and top talents in each function, providing them with frameworks and tools to align talent needs with the company''s strategy. This involved rigorous assessments of performance and demonstration of GE leadership

behaviors. Other parameters evaluated included retention risk, loss impact, domain knowledge, functional capabilities, succession pipelines, intentional next role planning, mentoring, development and learning plans, and creating talent flow. This proactive approach allowed the company to take necessary actions to retain key talents and build succession pipelines.

Competency Management: Competency mapping through the Integrated Talent Management (ITM) tool was initiated for functions such as Environment, Health and Safety, Commercial, Quality, Sourcing, Manufacturing, Engineering, and Project Management. This process aimed to develop talent by identifying competency gaps and placing emphasis on individual development plans to bridge those gaps.

Organization Structure: The organizational structure is of great importance to the company for the smooth running of operations. Your company consistently strives to make the organization nimble and flexible, adapting to changing times. In line with this approach, an organizational restructuring was initiated to ensure optimum span and layers within the respective teams.

Culture

Your company aims to sustain a culture based on leadership behaviors of humility, transparency, and focus, with an unwavering commitment to integrity. The organizational culture of Grid Solutions supports talent attraction, engagement, and retention, ensuring that the company''s ways of working are strongly aligned with its goals.

Inclusion, diversity, and equality are crucial pillars of the company''s culture, and to truly embody these values, your company is committed to investing in programs that focus on building a diverse and talented workforce.

Learning is essential for growth and progress. The company strongly believes in promoting a learning culture and, to reinforce this belief, multiple initiatives were launched across units and product lines, as outlined below:

Key Initiatives:

Your company initiated various actions to address the inputs received from employees through monthly opinion surveys. The aim was to create a better working culture and foster collaboration with employees by acknowledging and acting on their feedback. These initiatives facilitated connections between employees and leaders, allowing them to share personal and professional development opportunities and promote work-life balance. Various events, including Service Anniversaries, Birthdays, and Festivals, were organized, with a focus on environment, health and safety, and compliance.

To enhance diversity and inclusion, your company also conducted sessions and events to raise awareness about Diversity and Inclusion, including Women''s Day and events centered around LGBTQ inclusivity, such as "Belong." The company is continuously working towards enhancing gender diversity in the workplace.

National Safety Week was celebrated between 4^th to 10^th March 2023.

The moto to celebrate is “Our Aim - Zero Harm” and had a host of events including EHS Drawing, Slogan, Quiz/Puzzles competitions & Safety prototype build by employees. In addition to employees, the safety competitions were also extended to employee children. The employee family and kids participated in the EHS Drawing competition and participation was extensively encouraged.

Your company also launched the ''Learning through Assignments & Projects'' program. This initiative aimed to encourage employees to take on stretch assignments related to topics such as Safety, Quality, Delivery, and Cost. This program helped employees develop crossfunctional learning and exposure.

Workforce and Analytics

Your company has a dedicated platform for workforce and analytics known as GE Workday. This cloud-based HR enterprise management platform enables employees and people leaders to access information anywhere and anytime. The user-friendly interface facilitates swift retrieval of essential data and reports, enabling the business to make important people-related decisions promptly. The implementation of this new platform has seamlessly supported your company in driving strategies related to recruitment and talent management, retention, growth programs, HR and payroll compliance, and benefits programs with efficiency and effectiveness.

QUALITY AND CONTINUOUS IMPROVEMENT

All of your company''s operations in India, including manufacturing, projects, services, and automation, are certified for the Integrated Quality Management System. This certification reinforces the quality of the company''s processes and their compliance.

Your company is committed to continuous improvement towards business excellence. The deployment of quality and continuous improvement initiatives has made significant progress, contributing to business results. Here are some of the achievements and key actions realized through the wholehearted participation of employees at all levels:

• Pallavaram unit continued to enhance continuous improvement competencies at all levels through relevant trainings such as Lean, Problem Solving (8D/GE PSR, etc.), Lean kaizen events, and coaching on continuous improvement projects across units. This aimed to enhance the quality and continuous improvement competencies of employees.

• World Quality Day/Week was celebrated from 14^th to 18^th November 2022 in Pallavaram, Vadodara, Padappai, and Hosur units. Employee engagement programs were organized to promote awareness and commitment to quality, focusing on root cause analysis, issue resolution, and continuous improvement. Active participation from employees was encouraged.

• Six major Lean Kaizen events were conducted in 2022, contributing to significant operational performance improvements and cost savings.

• To minimize the waste of SF6 gas, the HVS Padappai unit procured and commissioned an SF6 purification plant from Germany. This

plant can treat impure SF6 gas and make it equivalent to the IEC 60376 standard technical gas. This initiative aligns with GE Company''s Carbon Neutral Program, aiming to reduce SF6 waste and its equivalent of 176 Kilo tons of CO2 annually.

Padappai unit participated in the CII Southern Region EHS Excellence Award competition and secured the Bronze Award for the assessment of 2022. Sreedhar Krishnankutty, GIS Operations Manager, and Kishore Kumar, EHS Manager, received the award on behalf of GE.

Health index of employees in the Hosur factory improved from 65% to 70% through various programs, including health camps, eye and audiometry examinations, qualitative and quantitative surveys, and blood donation camps. Regular pep talks by a doctor on the shop floor also contributed to employee well-being.

• Surveillance audits were conducted by LRQA for ISO 14K1 and 45K1 standards, and recommendations were made for the extension of the certificates for the Hosur factory.

• Padappai factory successfully completed qualification audits for The Provincial Electricity Authority in the Thailand market and for Reliance India Customers. Hosur factory successfully completed customer audits by Gujarat Energy Transmission Corporation, Tata Steel, Jamshedpur, and Sterlite for CT, CVT, and LT.

• Pilot product launch of GL314 F3 EV_STEP01, a 245 kV Live Tank Circuit Breaker.

• Thirty-nine structured process improvement actions, including Lean and Six Sigma projects, were successfully executed at Padappai and Hosur sites, contributing to significant operational performance improvements. Major kaizens included logistics optimization, warehouse operations optimization, optimization of routes for employee transportation, value stream mapping to reduce GIS Engineering Lead time, and energy treasure hunts for energy conservation.

• Value stream mapping for GIS in Padappai and CT in Hosur was carried out to reduce lead time by 25%. Breakthrough actions in GIS included aligning the complete value stream as per customer requirements and reducing supplier lead time. Breakthrough actions in CT involved reducing drying time and impregnation time.

• Hosur site implemented the prototype for Auto Tension Controller to achieve homogeneity in the tapping process through automation and improve First Pass Yield (FPY) by 5%.

• Six structured kaizen events contributing to significant operational.

Overall during the financial year 2022-23 your company successfully executed projects and secured major orders, both domestically and internationally. Your company demonstrated resilience and adaptability in the face of challenges, such as post Covid-19 challenges and the ongoing Russia-Ukraine conflict, by embracing digital automation and service techniques. The company''s focus on green energy corridors, transmission infrastructure, and renewable energy integration has positioned it at the forefront of sustainable power generation. With a commitment to continuous improvement, robust cyber-secured solutions, and a customer-centric approach, the company has further strengthened its market presence and laid a solid foundation for future success.

TRANSFER TO RESERVES

No amount was transferred to reserves during FY 2022-23.

FIXED DEPOSITS

During the year, the Company has not accepted any fixed deposits including the public and no such amount inter-alia, principle or interest was outstanding as on the closure of financial year 2022-2023.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure - A of this Report.

The policy is available on the Company’ website at following URL: https://www.ge.com/in/sites/www.ge.com.in/files/Corporate%20 Social%20Responsibilitv%20Policv 1.pdf.

Your Company’s Corporate Social Responsibility (CSR) activities reflect its philosophy of helping to build a better world and a more sustainable society. Over the years, across all sites, your Company has been engaged in several initiatives, and has focused on strengthening

the marginalized sections of the community through multiple interventions such as healthcare, access to clean drinking water, infrastructure development, support for persons with special needs, skill development, entrepreneurship programs. These programs are carefully curated, depending upon the needs of the community for the overall development and empowerment of the society.

In terms of extant applicable provisions and in view of losses incurred by the Company, the Company was not required to spend any amount on CSR activities During the Financial Year 2022-23. However, during the last FY 2021-22, the Company spent excess amount of H 2.0 million than the entitled amount to be spent on CSR activities for that Financial Year.

DIRECTORS

During the period under review, the following changes were incurred in the Composition of the Board of Directors:-

• Mr. Rajendra S. Iyer resigned as Director with effect from May 2, 2022.

• The Board of Directors at its meeting held on May 20, 2022, appointed Mr. Johan Bindele as an Additional Director in the category of non-executive Director with effect from June 1, 2022 subject to the shareholder’s approval. Further, at 66^th Annual General Meeting held on 10^th August 2022, shareholders of the Company approved the appointment of Mr. Johan Bindele as a Director, liable to retire by rotation.

• Further, Mr. Pitamber Shivnani had retired from the position of Managing Director & Chief Executive Officer from the close of business hours of December 31, 2022.

• Board on the recommendation of Nomination & Remuneration Committee had appointed Mr. Sandeep Zanzaria as Managing Director & Chief Executive Officer of the Company w.e.f April 17, 2023 and his appointment was duly approved by shareholders of the Company vide Postal Ballot notice dated April 17, 2023 and result of which was declared on June 5, 2023.

In terms of section 152 of the Companies Act, 2013 Articles of Association of the Company, Mr. Sushil Kumar, Director of the Company retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the following are the Key Managerial Personnels of the Company in terms of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Further, during the year and upto the date of this report there were following changes in the Key Managerial Personnels

1. Mr. Manoj Prasad Singh resigned as Company Secretary & Compliance Officer of the Company with effect from close of business hours of August 31, 2022;

2. Ms. Bhumika Chandra was appointed as Interim Company Secretary & Compliance Officer w.e.f September 28, 2022, and resigned w.e.f January 23, 2023;

3. Mr. Pitamber Shivnani Retired as Managing Director & Chief Executive Officer w.e.f. close of business hours of December 31, 2022;and

4. Mr. Sandeep Zanzaria was appointed as Managing Director & Chief Executive Officer w.e.f April 17, 2023 whose appointment was approved by the Shareholders by way of Postal Ballot notice dated April 17, 2023;

MANAGERIAL REMUNERATION

Remuneration paid to Executive Directors has been detailed under Corporate Governance Report which was as per the approval of shareholders.

Further, as per the approval by the shareholders of the Company at the 66^th Annual General Meeting held on August 10, 2022, remuneration by way of commission for an amount of H 1,150,000/- (Rupees One million one hundred fifty thousand only) was paid to each of the independent directors, namely Dr. Kirit S Parikh, Mr. Rakesh Nath, Ms. Neera Saggi and Mr. Sanjay Sagar, for the financial year ended March 31, 2023.

DECLARATION BY INDEPENDENT DIRECTORS

All the independent directors of your Company have made a declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS

As part of its ‘Familiarisation Programme for Independent Directors’, your Company familiarises independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarization programmes may be accessed under the Corporate Governance section of the website: http://www.ge.com/ in/ge-td-india-limited. 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. In this respect, presentations were made to Independent Directors by the Managing Director/ Chief Executive Officer, Wholetime Director & Chief Financial Officer, Company Secretary and other management personnel.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

• the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

• 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, 2023 and of the profit /loss of your Company for the year ended on that date;

• 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;

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

• 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

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

AUDIT COMMITTEE

As on 31^st March, 2023 and at the date of this report the Audit Committee of your Company comprises of Mr. Rakesh Nath as the Chairman, Dr. Kirit S. Parikh, Ms. Neera Saggi, Mr. Sanjay Sagar, Mr. Johan Bindele and Mr. Mahesh S Palashikar as other members. Details in respect of the Audit Committee are provided in the Corporate Governance Report forming part of the Directors’ Report.

OTHER BOARD COMMITTEES

The details of other board committees are mentioned in the section of Corporate Governance Report forming part of this Annual Report.

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 ‘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 may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited.

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’). The aforesaid policy of the Company on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as “Annexure B”.

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at http://www. ge.com/in/ge-td-india-limited.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Your Company has a policy framework for evaluation of the Board of Directors. Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually including Independent Directors, the Board as a whole and of its various committees.

The Independent Directors in terms of Companies Act, 2013 and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, carried out performance evaluation of non-independent directors, Chairman of the Board and the Board as a whole based on criterion of evaluation as approved by Nomination and Remuneration Committee.

Nomination and Remuneration Committee in terms of Companies Act, 2013, also carried out evaluation of every director’s performance.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names

and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

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

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to [email protected].

ANNUAL RETURN

As per provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is hosted on the Reports & Financials section of your Company’s website: https://www.ge.com/in/ge-td-india-limited/reports-financials

MEETINGS OF THE BOARD AND ITS COMMITTEES

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

The Secretarial Standards as 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 made are detailed in Note 4 to the financial statements forming part of the Annual Report. Your Company has not provided any loan, 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 Related Party Transactions Policy on dealing with Related Party Transactions.

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at http://www. ge.com/in/ge-td-india-limited. Omnibus approval for related party transactions (at arm’s length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the Audit Committee. All related party transactions during the year under review were on arm’s length basis. The disclosures pertaining to transactions with Related Parties in compliance with applicable accounting standards have been provided in Note .38 of the financial statements.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) disclosures of transactions of the Company with Grid Equipments Private Limited, promoter Company, holding 68.54% shares in the Company is as follows:

(H In million)
Description	March 31, 2023	March 31, 2022
Interest paid	74.2	Nil
Dividend Remitted	Nil	Nil
Borrowings taken	1,500.0	Nil
Repayment of Borrowings	1,500.0	Nil

During the year under review, your Company, with the approval of shareholders, entered into Related Party Transactions which may be considered material in terms of Section 188 of the Companies Act, 2013 and Listing Regulations. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is provided as “Annexure C”.

Further, material related party transactions for financial year 2023-24 and upto the date of sixty-eighth Annual General Meeting are detailed in the notice of the ensuing Annual General Meeting of the Company.

PREVENTION OF SEXUAL HARASSMENT (POSH)

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. No complaints of Sexual Harassment were reported under the said Act during the financial year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made by or against the Company or any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the year ended March 31, 2023.

SUBSIDIARY COMPANIES

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

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

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

SALE OF NAINI UNIT

In the previous Directors’ Report, it was informed that the Company has executed an agreement to sell its undertaking at Naini, Allahabad to M/s Shirdi Sai Electricals Limited, consisting of its rights in the

leased land, identified movable and immovable properties, as per the terms of the business transfer agreement executed in this regard, subject to such consents as may be required to close the transaction.

During FY 22-23, the Company has completed the sale of Naini unit.

RISK MANAGEMENT

The Board of Directors of your Company has constituted a Risk Management Committee in terms of Listing Regulations to overlook the Risk Mitigation and Management of the Company. Details of composition 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 operational, financial, environment, health and safety, reputation and image, currency fluctuation, compliance, cyber security, etc. Every unit and function are 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 the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the Internal Financial Control process. 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 Report, forming part of the Directors’ Report.

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 separate sections. 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 included in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility And Sustainability Report describing the initiatives taken from an

environmental, social and governance perspective, in the prescribed format has been included in this Report as a separate section.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Management’s discussion and analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management’s discussion and analysis is set out in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

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.

LISTING ON STOCK EXCHANGES

The Company’s shares are listed on BSE Limited and the National Stock Exchange of India Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

AUDITORS

STATUTORY AUDITORS AND AUDITORS’ REPORT

The members of the Company at its 65^th Annual General Meeting (AGM) held on August 6, 2021 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.

Auditors’ Report

The Auditors’ Report for the financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

Further, during the period under review Statutory Auditor’s of the Company have not reported any fraud to the audit committee as specified under Section 143(12) of the Companies Act, 2013 during the period under review.

COST AUDITORS

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. The Cost Audit Report for financial year ended March 31, 2022, of the Company was filed on August 24, 2022, within the prescribed time under the Companies (Cost Records and Audit) Rules, 2014.

M/s. Shome & Banerjee, Cost Accountants, are the cost auditor of the Company for the financial year ending March 31, 2023 to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities.

Further, In terms of the Companies (Cost Records and Audit) Rules, 2014, your Company has appointed M/s. Ramanathan Iyer & Company, (Firm Registration No. 000019) Cost Accountants, as cost auditor of the Company for the financial year ending March 31, 2024 to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. The remuneration approved by the Board, is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s VKC & Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial year ended March 31, 2023.

The Secretarial Audit Report from M/s VKC & Associates, Company Secretaries for the financial year ended March 31,2023 does not contain any qualification, reservation or adverse remark and is annexed as “Annexure E”. However, there are few observations suggested by secretarial auditor in their report and management is taking corrective action for the same.

ACKNOWLEDGEMENTS

The Board of Directors expresses its 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. They 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

Place : Noida Mahesh Shrikrishna Palashikar

Date: : 26 June, 2023 Chairman

DIN:02275903

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Mar 31, 2022

System (ISO 14001), and Occupational Health and Safety Management System (ISO45001:2018).

COVID-19 Safety Measures

COVID-19 Pandemic opened a new paradigm of safety measures. To combat COVID-19 your Company prepared a “Medical Response Plan” along with “Site Resumption Plan” and ensured its strict adherence at all factories and sites. As a part of pre-mobilization, project managers, supervisors and operations managers assessed the protection measures as per the local stipulations and GE regulations and implemented those guidelines at their facilities.

All working areas were disinfected completely by regularly using safe disinfectant mediums. Wearing of face masks was made mandatory for all employees. Hand sanitizers with a touch-free mechanism were placed on all floors, entry points, common points and gates, and everyone entering your Company’s work area was mandated to comply with the GE COVID-19 site management process, or was denied access.

Mandatory thermal scanning of everyone entering and exiting the unit premises was performed with a no-touch infrared thermometer. Separate isolation areas were identified near main entry gate. Visitors at site were discouraged unless it was essential to business. Social distancing was made mandatory on sites by demarking. All delivery vehicles, conveyance vehicles and tools were sanitized at regular intervals.

New seating arrangements were put in place in canteens, work location, etc. for maintaining social distancing. Awareness among employees is being created through training sessions, posters, etc. To minimize

Pitamber Shivnani, MD & CEO GE T&D India Limited performs Safety Walk at the HVDC Kurukshetra Site

the impact on our operations, especially at factories, the Company mobilized the workforce by setting up temporary accommodation near our factories, with due approval from the government.

Recognitions

As a testimony to your Company’s commitment towards effective implementation of affirmative action policies, during the year under review your Company was conferred with the “Safety Innovation Award 2021: Energy Sector, Thrust on Renewable Energy Sector”, organized by the Institution of Engineers India (IEI).

The Company received the award for its innovative safety management system. The award recognizes reliability, good management practices, compliance, integrity and alignment to safety, environment and health standards.

Your Company’s Hosur factory received EHS Excellence Silver Award and Padappai factory received EHS Excellence Bronze Award from Confederation of Indian Industry (CII).

The Company also received “Certificate of Appreciation” from National Safety Council of India (NSCI), for UPPTCL Sahupuri / Jehta projects and PGCIL Phagi site for the Assessment year 2021.

Your Company also bagged the EHS Appreciation certificates and letters from prestigious customers like Doosan, Adani, Thermax, OPTCL, Azure Power, GETCO, DTL, UPPTCL, WBSETCL, DVC, PGCIL, HPPTCL, TATA Power, THDC, etc.

Human Resources Purpose: We touch the lives of our people and build world class talents to enable the energy transition for humanity!

Your Company’s Human Resources (HR) purpose is designed to make meaningful impact on the lives of its people, build world class talents, support the execution of the business strategies, and improve organizational effectiveness. HR efforts were well in-line to drive the desired culture as well as promote safety standards across our offices, factories, and sites.

COVID-19 Wave 2 - Impact and Initiatives

The impact of Wave 2 of COVID-19 in 2021 in India was devastating. Company’s business operations were impacted due to the severity of COVID-19 Wave 2.

Company’s first and foremost priority is the health and safety of its employees and of the community in which it operates (offices, factories, and sites). Your Company has been operating its facilities in accordance with the advisories issued from time to time, by the central, state, and local governments, including the prescribed hygiene and safety standards and social distancing norms.

To safeguard the health and safety of employees and their families, and to mitigate the risk on business operations from the impact of Wave 2 of COVID-19, a number of initiatives were launched by your Company. These initiatives are stated below:

• COVID-19 Vaccination Drives at Hosur, Kolkata, Paddapai, Pallavaram, Noida, and Vadodara - Benefits and advantages of vaccination were clearly communicated to employees, thereby encouraging them to get vaccinated. Multiple doorstep vaccination camps were organised across locations. Participation of your Company’s employees and their families in the COVID-19 vaccination drives (First and Second Dose) and their positive response was overwhelming, and it resulted in considerably reducing the impact of the Pandemic.

• Employee Resource Groups - Employee Resource Groups (ERGs) were setup across all regions to support employees and their families during medical emergencies. Employees Resource Group consisted of employee volunteers, medical doctors, and third-party partners with strong networks, who themselves volunteered for this noble cause. These ERGs were very active during the hour of need and helped employees and their families, on a best effort basis, in arranging emergency medicines, oxygen, hospital beds, ambulance, and RT-PCR testing services.

• Work from Home Assistance - To support employees, your Company launched one-time Work from Home Assistance policy. Under this policy, one time reimbursement of expenses on home-office setup of up to H 30,000/- was allowed. This one-time assistance allowed employees to purchase and setup ergonomically designed safe home office and IT infrastructure.

• Hotel and Hospital Tie Ups - Emergency medical services contracts were signed with hospitals across major locations to provide seamless and rapid services to employees and their families in case of medical emergency. Tie ups with hotels were done to provide quarantine facilities.

• Medical Teleconsultation - COVID-19 medical teleconsultation through GE Medical Center and vendor partners were organized and were made available to all employees and their dependents. Employees and their dependents benefitted greatly from the medical teleconsultation, specially during the period when infection rates were high, movement was restricted, and it was unsafe to visit hospitals and medical clinics as they posed the risk of infections.

• Ambulance Services and Medical Supplies - Your Company partnered with ambulance service providers in all major cities. 24 x 7 hours dedicated helpline was launched to support employees in booking ambulance services. Internal GE teams were formed to support requests from employees for critical medicines. Such critical medicines were provided in shortest time possible, subject to availability, with the help of vendor partners.

• Oxygen Concentrators - Oxygen concentrators were procured and distributed across locations. The Oxygen concentrators were allocated to employees in need. Safety guidelines and necessary usage instructions were provided by the Facilities Teams.

• Employee Office Hours - Regular sessions were conducted by your Company’s doctors and by external medical doctors on all necessary information regarding COVID-19 Pandemic. Reliable information was shared with employees which helped them to cope during the difficult situations. Dedicated Questions & Answers sessions were organised to answer the queries of employees on this subject.

• Caregiver Leave - COVID-19 Pandemic affected many lives directly and indirectly. To ensure that employees could take care of their dependants, Caregiver Leave Policy was rolled out temporarily. 10 days of leave was given to employees for taking care of their immediate family who were impacted by COVID-19. Caregiver Leave was over and above the regular leave

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• Salary Advance - To help employees financially during the tough times, salary advance policy was amended. Under this amended policy, interested employee could request and avail 6 months’ basic salary. Agile process was established to release salary advances within 2 working days.

• Support to Family of Deceased Employees - To support the family of the deceased employees, measures were taken like, extending the medical insurance validity till the end of the policy period, funding the insurance portability for 1 year, extension of Employee Assistance Program (EAP) to family members of the deceased employee for 12 months, and an additional 25% of term insurance sum insured payment to the dependant of the deceased.

The commitment of employees helped the Company to restore the business operations quickly and ensured safe return to work, in-line with the Your Company and with all the regulatory guidelines. This overwhelming support and positive response from employees reaffirms their commitment and dedication to the business. Your Company is committed to establishing and maintaining effective health and safety standards and protocols across all its sub-businesses, and at the same time delivering to its customer and client needs.

Employee Engagement

Employee Engagement initiatives remained a key focus area for the Company. Your Company has continued to drive with great rigor, vigour and passion, innumerable employee engagement activities across all locations. A number of initiatives for employee engagement activities were observed in your Company, as stated below:

• Culture and Engagement Pulse Survey - Every quarter, the sentiments of the employees were pulsed through Culture and Engagement Survey conducted by vendor partner. Employees shared their opinions and comments on various engagement drivers. Based on the employees’ sentiments, areas of development were identified and duly acted upon. This survey also provided with an opportunity to people leaders to discuss upon the survey results with their respective teams, and make actionable plans and execute them to improve the overall engagement level

of employees in the Company. The engagement score, trending upward across the locations, was a clear indication of improved engagement level of the teams. Last year, Engagement Score was 78 for Your Company, which is one the best scores in the industry. Pallavaram unit’s Engagement Score was 85, which was clearly the highest in Grid Solutions, globally.

• Grid Solutions Quarterly Townhall and MD & CEO Award

- Grid Solutions Quarterly Townhall was the forum for the leadership team and all employees to come together and exchange business information on the topics like, Environment, Health and Safety, Finance, HR, Business Operations and Commercial. The MD & CEO award recognized efforts on quarterly basis of employees who went above and beyond.

• People Leader Engagement Workshop - Engagement sessions for people leaders were conducted, and upward insights (strengths and opportunities) from the team members were invited in the absence of the people leaders. Clear actions were made, along with the timelines based on relevant insights. Later, loopback sessions were organised for the teams to share with them the actions taken on their insights, especially on the opportunities.

In addition to this, there were multiple unit specific employee and social engagement activities organised, throughout the year, to boost employees’ morale, as stated below:

• Quarterly Unit Leadership Townhall

• Quarterly Employees’ Newsletter

• Round Table and 1-o-1 Meetings

• Festival Celebrations

• Sports Events Talent Management

Talent Acquisition - At GE, we value unique identities, diverse backgrounds, and varied experiences. Encouraging and embracing

different voices and perspectives equips us to rise to the challenge of building a world that works for everyone. We celebrate our people for who they are, irrespective of their religious beliefs, individual orientation, gender or special needs. We are committed to fostering an inclusive culture, wherein everyone feels empowered and motivated to do their best because they are accepted, respected, and included.

Talent Development - Our process of talent development enabled the leaders to identify the critical roles and top talents in each function, and provided them with frameworks and tools to help align talent needs with Company’s strategy. This was done by assessing rigorously on performance and demonstration of GE leadership behaviours. Other parameters that were evaluated were retention risk, loss impact, domain knowledge, functional capabilities, succession pipelines, intentional next role planning, mentoring, development and learning plans, and creating talent flow. This allowed the Company to carry out proactive actions for retention of key talents and building succession pipelines. Your Company had robust review sessions with business/function leaders where talents were discussed along with the action plan to develop and grow them in the role. Actionable tasks like job rotation, stretch and bubble assignment, and job enrichment were implemented to develop a stronger talent pipeline within the organization for critical roles.

Competency Management - Competency mapping through the Integrated Talent Management (ITM) tool was initiated for Environment, Health and Safety, Commercial, Quality, Sourcing, Manufacturing, Engineering and Project Management functions, to develop talent by identifying the competency gaps. Emphasis was given on individual development plan to bridge the gaps.

Culture

Our aim is sustaining a Company culture, based on GE’s leadership behaviours of “Act with Humility, Lead with Transparency and Deliver with Focus, with a Commitment to Unyielding Integrity”.

To promote GE’s leadership behaviours, Company had launched new performance management framework of People Performance and Growth (PPG). The process was designed to provide greater transparency, comprehensive evaluation of performance and growth areas by aligning performance and demonstration of the Leadership Behaviours to compensation outcomes. Employee’s performance

ratings were derived by assessing priorities (What) and Leadership Behaviours (How). Employee seeks feedback from minimum of six colleagues to get insights and ratings on the three Leadership Behaviours. The PPG framework has truly helped the Company in driving the desired culture, supporting talent attraction, engagement and retention, and ensured that your Company’s ways of working are strongly connected to business objectives.

Inclusion, Diversity and Equality is a crucial pillar of your Company’s culture, and to follow it in true spirit, we are committed to investing in programs that focus on building a diverse and talented workforce.

Learning is the key to evolving and progressing. The Company is committed to its belief in promoting a learning culture. To affirm the same, multiple initiatives were launched across the units/product lines as below:

• People Leader Development Framework - People leaders play essential role in the Company in driving the culture and engagement. The framework aimed at taking the feedback from the leadership, people leader’s direct reports regarding the expectations from the people leaders. Based on the insights, action plans were defined, which included customized learning sessions for people leaders, appointment of culture ambassadors, and creation of focused groups for driving agenda on defined culture themes.

• Large Transformer India (LTI) Learning Academy (Vadodara)-

LTI Learning Academy was started with a vision of enhancing the competencies of employees by inculcating a culture of continuous learning. Under the banner of LTI Learning Academy, the first program conducted was “Technical Learning Series”. The complex process of manufacturing of the products and the stiff market competition required our employees to continue to enhance their competencies through learning.

• Change Management Interventions (Pallavaram and Vadodara) - This intervention was launched to reinforce seamless collaboration and open dialogue culture. Under this intervention, internal customers (all major business functions) were requested to discuss, exchange ASKs, define shared vision, and then sign-off change commitments with mutual agreements, and make action plans which would help and lead to the success of the units. The initiative also helped in promoting empathy, improving say to do ratio, and establishing clear communication between the teams.

• Learning Effectively through Assignments & Projects (Pallavaram) - This initiative was launched to encourage employees to take up stretch assigned on the topics of Safety, Quality, Delivery and Cost. This helped the employees to develop cross functional learning and exposure.

Workforce and Analytics

GE Workday, a cloud-based HR enterprise management platform helped employees and people leaders to access information anywhere and anytime. This user-friendly platform helps speedy fetching of important data and reports, allowing the business to quickly make important people related decisions. The new platform has helped

your Company to seamlessly drive strategies on recruitment and talent management, retention, growth programs, HR and payroll compliances, and benefits programs, smoothly with efficiency.

Quality and Continuous Improvement

Your Company is committed on continuous improvement towards Business excellence. The Deployment of Quality and Continuous Improvement initiatives have continued to progress well with significant contribution to business results. Following are a few of the achievements/key actions realized through wholehearted participation of Your Company employees at all levels

1. Eighteen structured Process improvement actions including Lean, Six Sigma Projects contributing to significant operational performance improvement were successfully executed.

2. Enhancing Continuous Improvement competencies at all levels was continued with relevant trainings (Lean, Problem Solving (8D/GE PSR etc.), Lean kaizen events and coaching continuous improvement projects across the units to enhance the Quality and Continuous Improvement competencies of employees at all levels.

3. Grid Solutions Quality Suite, a digital platform for NonConformity Management was extended to Suppliers for effective supplier non conformity management. This Digital transformation using Quality Suite tool contributes towards Quality Improvement and further strengthens the Standardized and integrated quality event management systems.

4. All Indian plants participated in GE Renewable Energy President Kaizen week conducted in October 2021. Multiple Kaizen improvements were implemented across units and kaizen events are being continuously conducted contributing to operational performance improvement

5. Turnkey business unit received memento from Kerala State Electricity Board (KSEB) In recognition of outstanding performance, Dedicated Service and Contribution for Successful Completion and Commissioning of 220 kV GIS Kunnamangalm Substation.

6. Padappai High Voltage Switchgear plant received Q4 2021 GE South Asia President’s Awards for effective inventory management through lean initiatives which resulted in high cash flow, sustained inventory and cash savings. This achievement clearly demonstrated the focus and commitment towards driving best business value for our stakeholders.

7. World Quality Day was celebrated across all the units. Employee engagement programs to promote awareness and commitment to Quality focused on Root Cause Analysis, Issue resolution and Continuous improvement were organized with active participation of Employees.

8. Hosur factory successfully completed qualification audit for Trans Grid, Australia conducted by Tata projects in December 2021.

9. Padappai factory successfully completed qualification audit for RETIE certification (RETIE: Electrical Installation Technical Regulation - Resolution 90708) for Colombia market and RENEW Power Customers.

10. Power transformer Vadodara plant successfully completed the approval process for Australia Power Link customer and was awarded with 125MVA 275/33kV transformer package (Power Link).

11. Power Transformer Factory in Vadodara delivered the biggest single phase 450 MVA 525 KV Generator transformer export order to Malaysia which is first of its kind ever manufactured and tested successfully by Grid in India. The plant also executed its first export order to Bhutan Power Corporation, 220 kV 40 MVA MPT much earlier than the Contractual delivery commitment which indeed a strategic milestone to enter in Bhutan and further improves the competitiveness to capture broader market in South Asia. Continuing with the export market arena, the unit manufactured and tested 3*220 kV 115 MVA converter transformer to Kyudenko customer in Ukujima, Japan.

12. As a part of its association with energy transition in India, Power Transformer Factory in Vadodara delivered 2*400 kV 150 MVA LPT to Renew Power for a solar project in Bikaner in recordbreaking wing-to-wing lead time of 185 days by executing significant improvements across all functions.

13. Grid Automation Pallavaram plant implemented Automatic Functional Test Station (AFTS) for MVAAM11/21 Auxiliary relays and New VAX31 Trip circuit supervision relays leading to improved Quality control, reduced Test Cycle Time & Test Setup Time.

14. Hosur Plant implemented 3D Scanner for prototype manufacturing of CT Active part to capture the critical CTQ parameters thereby reduce the product development lead time.

15. Padappai High Voltage Switchgear plant commissioned its Rooftop Solar Power Plant of capacity 700KWp during November 2021, which can generate 1 GW Per annum that meets 25% of overall annual energy need of the Plant.

Corporate Social Responsibility

Sustainable initiatives and social responsibility form an integral part of the Company, through which the Company manages the business of today with the future in mind. Your Company’s Corporate Social Responsibility (CSR) activities reflect its philosophy of helping to build a better world and a more sustainable society. Over the years, across all sites, your Company has been engaged in several initiatives, and has focused on strengthening the marginalized sections of the community through

multiple interventions such as healthcare, access to clean drinking water, infrastructure development, support for persons with special needs, skill development, entrepreneurship programs, and also during the year under review, COVID-19 Emergency Response Program. These programs are carefully curated, depending upon the needs of the community for the overall development and empowerment of the society.

COVID-19 Emergency Response Delhi - NCR

The Company has since the inception of lockdown and COVID-19 pandemic stepped up to support the country towards Emergency

Response. So far, the Company has engaged in such support to Hospitals by way of supplying Hospital support kits, frontline worker kits, portable testing units, ventilators and monitors. In view of the ongoing second wave and the upcoming third wave of COVID-19 pandemic, the requirement for further support from the Corporate Sector was expected. The programme aimed at providing necessary equipment and/ or deliveries which are required in order to confront the COVID-19 pandemic in India. During the year under review, the Company provided two Intensive Care Unit (ICU) set ups to Holy Family hospital in New Delhi through Implementation agency.

Schools and Children

Noida, Uttar Pradesh

Your Company continued to support the first batch of Udayan Shalini Fellowship (USF) programme at Noida chapter. It is a programme which aims at providing financial support and mentoring to girls from underprivileged sections of the society and are socially or economically challenged. The USF Programme supports girls over the course of their entire journey, from Class XI until completion of university or vocational training alongside an employability module. The programme includes mentoring, resource workshops, multiday residential camps and education on social issues. As part of the programme, the Shalinis are also required to complete. The programme also has for the fellow shalinis wherein they are required to complete 50 hours of obligatory social work.

During the year under review, due to the pandemic, two digital surveys were also conducted to assess the need of smartphones amongst the “Shalinis”, enabling them by way of providing smartphone to attend their classes and workshops online.

The details on CSR activities of the Company are provided in “Annexure A” to the Directors’ Report.

At the 65^th Annual General Meeting, members of the Company approved the appointment of Mr. Mahesh Shrikrishna Palashikar as a Director with effect from March 1, 2021, liable to retire by rotation. In the same Annual General Meeting, the members of the Company also approved the appointment of Mr. Emanuel Esteban Nicolas Bertolini as director with effect from March 1, 2021, liable to retire by rotation. In the course of the year under review, Mr. Emanuel Bertolini, resigned from the Board of Directors of the Company with effect from October 1, 2021. In view of external opportunity, Mr. Gaurav M. Negi also resigned as Director of the Company with effect from November 1, 2021 as he decided to pursue career outside General Electric.

During the year under review, the Board of Directors of your Company co-opted Mr. Rajendra Sheshadri Iyer as a director in non-Executive category to fill up the casual vacancy caused due to the resignation of Mr. Emanuel Bertolini. with effect from October 1, 2021. Your Company also co-opted Mr. Sushil Kumar (who was earlier appointed as Chief Financial Officer effective from October 1, 2019) as additional director and Whole-time Director & Chief Financial Officer with effect from January 1, 2022, for a period of five years. The aforesaid appointments were duly approved by members of the Company vide Postal Ballot notice dated January 31, 2022. Further, Mr. Rajendra Sheshadri Iyer resigned as Director of the Company with effect from May 2, 2022, as he decided to pursue other opportunities outside General Electric company.

At its meeting held on May 20, 2022, the Board of Directors co-opted Mr. Johan Bindele as director in casual vacancy in place of Mr. Rajendra S Iyer in non-executive category with effect from June 1, 2022.

In terms of section 152 of the Companies Act, 2013 Articles of Association of the Company, Mr. Mahesh Shrikrishna Palashikar, Director, of the Company retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

Necessary resolutions in respect of appointment/ re-appointment of the directors mentioned above have been included in the notice convening the ensuing annual general meeting. Your directors commend their appointment/ re-appointment. The particulars in respect of these directors as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are also available in the ‘Board of Directors’ section in the report on Corporate Governance and the notice convening the sixty-sixth Annual General Meeting.

Key Managerial Personnel

As on March 31, 2022, the following are the Key Managerial Personnel of the Company in terms of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name	Designation
Mr. Pitamber Shivnani	Managing Director & Chief Executive Officer
M. Sushil Kumar1	Whole-time Director & Chief Financial Officer
Mr. Manoj Prasad Singh	Company Secretary

During the year ended March 31, 2022, the Company incurred a loss in terms of section 198 of the Companies Act, 2013 due to lower revenue which resulted into lower recovery of fixed expenses, significant increase in commodity prices leading to increased raw material cost on firm price contracts and other cost escalations on projects. The revenue of the Company has decreased by 12% as compared to year ended March 31, 2021 due to lower backlog and book and bill orders and delay in Customer projects.

The shareholders of the Company, vide Notice of Postal Ballot dated January 31, 2022, had approved the appointment including remuneration ofMr. Sushil Kumar, Whole-time Director & CFO. In view of loss during the financial year ended March 31, 2022, approval of Shareholders by way of special resolution is being sought in terms of Section II to Part II of Schedule V of Companies Act, 2013 for the payment of managerial remuneration of H 2,824,099/-(Rupees Two million eight hundred twenty four thousand ninety-nine only) (including the contribution to provident fund, or annuity fund and Gratuity for the year) to Mr. Sushil Kumar, Whole-time Director & CFO.

The remuneration paid to Mr. Pitamber Shivnani, Managing Director & CEO during the financial year 2021-22, is already approved by the shareholders of the Company at the 64th Annual General Meeting held on September 28, 2020, in terms of Section II to Part II of Schedule V of Companies Act, 2013.

Shareholders of the Company at Annual General Meeting held on August 6, 2021, had accorded their approval for the payment of remuneration by way of commission to such of the Non-executive Directors, resident in India, not exceeding in the aggregate 1% (one percent) of the net profits of the Company in a financial year computed in the manner laid down in Section 198 of the Act for each of the financial years of the Company commencing on or after April 1, 2021, or H 10 Million (Rupees ten million only) in aggregate, whichever is lower, and the same be paid to and distributed amongst such Director(s) of the Company but excluding the Managing Director(s) and/or Wholetime Director(s) as may be determined by the Board of Directors, the amount, proportion and manner of such payment and distribution shall be as the Board may, from time to time, decide, provided that none of the non-executive Directors shall, in any Financial Year, individually receive an aggregate remuneration (excluding sitting fees) exceeding H 2.5 million (Rupees two million five hundred thousand only). In view of loss during the financial year ended March 31, 2022, approval of Shareholders by way of ordinary resolution is being sought in terms of Section II to Part II of Schedule V of Companies Act, 2013 for the payment of remuneration by way of commission of an amount of H 1,150,000/- (Rupees One million one hundred fifty thousand only) to each of the independent directors, namely Dr. Kirit S Parikh, Mr. Rakesh Nath, Ms. Neera Saggi and Mr. Sanjay Sagar, for the financial year ended March 31, 2022, and thereafter, in the event of inadequacy of profits, during financial years 2022-23 and 2023-24, payment of remuneration by way of commission to non-executive directors upto H 10 Million (Rupees ten million only) in a financial year, in aggregate, provided that none of the non-executive Directors shall, in any Financial Year, individually receive an aggregate remuneration (excluding sitting fees) exceeding H 2.5 million (Rupees two million five hundred thousand only), as the Board may, from time to time, decide.

All the independent directors of your Company have made a declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarisation Programme for Independent Directors

As part of its ‘Familiarisation Programme for Independent Directors’, your Company familiarises independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarization programmes may be accessed under the Corporate Governance section of the website: http://www.ge.com/ in/ge-td-india-limited. During the year under review, 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. In this respect, presentations were made to Independent Directors by the Managing Director & Chief Executive Officer, Whole-time Director & Chief Financial Officer, Company Secretary and other management personnel.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

• the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

• 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, 2022 and of the loss of your Company for the year ended on that date;

• 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;

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

• 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

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

The Audit Committee of your Company comprises of Mr. Rakesh Nath as the Chairman, Dr. Kirit S. Parikh, Ms. Neera Saggi, Mr. Sanjay Sagar, and Mr. Mahesh S Palashikar as other members. Details in respect of the Audit Committee are provided in the Corporate Governance Report forming part of the Directors’ Report.

The Board at its meeting held on May 20, 2022,has further co-opted Mr. Johan Bindele as member of the Audit Committee with effect from June 1, 2022.

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 ‘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 may be accessed under the Corporate Governance section of the website https://www.ge.com/in/ge-td-india-limited/.

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’). The aforesaid policy of the Company on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as “Annexure B”.

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at https://www. ge.com/in/ge-td-india-limited/.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Your Company has a policy framework for evaluation of the Board of Directors. Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually including Independent Directors, the Board as a whole and of its various committees.

During the year under review, the Independent Directors in terms of Companies Act, 2013 and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, carried out performance evaluation of non-independent directors, Chairman of the Board and the Board as a whole based on criterion of evaluation as approved by Nomination and Remuneration Committee.

Nomination and Remuneration Committee in terms of Companies Act, 2013, also carried out evaluation of every director’s performance.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure C”.

A statement showing the names of employees drawing remuneration in excess of the limits as set out in section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure D”.

ANNUAL RETURN

As per provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is hosted on the Reports & Financials section of your Company’s website: https://www.ge.com/in/ge-td-india-limited/reports-financials.

MEETINGS OF THE BOARD AND ITS COMMITTEES

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

The Secretarial Standards as 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 made are detailed in Note 4 to the financial statements forming part of the Annual Report. Your Company has not provided any loan, 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 Related Party Transactions Policy on dealing

with Related Party Transactions. The policy may be accessed under the Corporate Governance section of the website https://www. ge.com/in/ge-td-india-limited/.

In accordance with Listing Regulations, the Audit Committee and the Board of Directors have reviewed the Related Party Transactions Policy at their meetings held on March 8, 2022. The Audit Committee has defined material modifications as an increase beyond 10% on amount approved by the Audit Committee/ Board / Shareholders as the case may be, for Related Party Transaction for each Related Party.

Omnibus approval for related party transactions (at arm’s length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the Audit Committee. All related party transactions during the year under review were on arm’s length basis. The disclosures pertaining to transactions with Related Parties in compliance with applicable accounting standards have been provided in Note. 38 of the Notes to financial statements.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) disclosures of transactions of the Company with Grid Equipments Private Limited, promoter Company, holding 68.54% shares in the Company is as follows

(H In millions)
Description	March 31, 2022	March 31, 2021
Interest	Nil	97.5
Dividend Remitted	Nil	-
Borrowings	Nil	4,000
Repayment of Borrowings	Nil	5,330

During the year under review, your Company, with the approval of shareholders, entered into Related Party Transactions which may be considered material in terms of Section 188 of the Companies Act, 2013 and Listing Regulations. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is provided as “Annexure E”.

Further, material related party transactions for financial year 202223 and upto the date of sixty-seventh Annual General Meeting are detailed in the notice of the ensuing Annual General Meeting of the Company for approval of the shareholders.

PREVENTION OF SEXUAL HARASSMENT (POSH)

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. No complaints of Sexual Harassment were reported under the said Act during the financial year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made by or against the Company or any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the year ended March 31, 2022.

SUBSIDIARY COMPANIES

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

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

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

GLOBAL ENGINEERING OPERATIONS DIVISION (INDIA FOR GLOBAL)

Members are aware as reported last, proposal to sell the Global Engineering Operations Division (GEOD) of the Company to GE India Industrial Private Limited (GEIIPL) by way of slump sale, for a purchase consideration of H 873 million, was placed before the shareholders of the Company through a postal ballot notice dated February 4, 2021. However, the resolution for the proposed slump sale was not approved by the requisite majority of non-related shareholders. Accordingly, the Business Transfer Agreement between the Company and GEIIPL stood terminated.

Subsequently, in relation to short term, non-exclusive contracts/ purchase orders for global engineering services with other companies in the GE Grid Solutions division outside India, the Company was formally notified that with effect from June 30, 2021, later extended to March 31, 2022, no new contracts/purchase orders will be issued to the Company in relation to those services and existing contracts/ purchase orders will lapse at their expiry date or be terminated by notice.

After exploring various options to reduce the impact of excess manpower and assets within the Company (including the adverse impact on employees pursuant to their retrenchment), a new valuation exercise was undertaken and a second attempt at slump sale of the GEOD business to GEIIPL was initiated.

Based on the independent valuation done by M/s BDO Valuation Advisory LLP, the fairness opinion by M/s RBSA Capital Advisors LLP, negotiations between the parties, business plans/ commercial reasons and nature of the transaction, it was proposed to effect this business transfer at an arm’s length price of H 1,406 million to be received on completion of sale of GEOD business.

The Board of Directors of the Company at its meeting held on January 24, 2022 accorded its approval, subject to approval of shareholders of the Company to sell the GEOD business together with the assets and manpower comprised therein along with its corresponding liabilities by way of a slump sale on an “as is where is” basis to GEIIPL for a consideration of H 1,406 million with agreed adjustment to the price

owing to alteration in the value of the working capital of the GEOD business as on the closing date.

Later non-related Shareholders accorded its approval with requisite majority and the sale has been completed on March 31, 2022.

NAINI UNIT

In the previous Directors’ Report, it was informed that the Company has executed an agreement to sell its undertaking at Naini, Allahabad to M/s Shirdi Sai Electricals Limited, consisting of its rights in the leased land, identified movable and immovable properties, as per the terms of the business transfer agreement executed in this regard, subject to such consents as may be required to close the transaction.

The Company continues to be in the process of consummation of the sale. Detailed note is available in the Notes to Financial Statements.

RISK MANAGEMENT

The Board of Directors of your Company has constituted a Risk Management Committee in terms of Listing Regulations to overlook the Risk Mitigation and Management of the Company. Details of composition forms part of the Corporate Governance Report.

During the year under review, the Risk Management Committee and the Board of Directors of your Company reviewed the 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 operational, financial, environment, health and safety, reputation and image, currency fluctuation, compliance, cyber security, etc. Every unit and function are 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 the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the Internal Financial Control process. 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 Report, forming part of the Directors’ Report.

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, Reports on Management Discussion and Analysis and on Corporate Governance have been included in this Report as separate sections. 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 included in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility Report describing the initiatives taken from an environmental, social and governance perspective, in the prescribed format has been included in this Report as a separate section.

STATUTORY AUDITORS AND AUDITORS'' REPORT

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

Auditors'' Report

The Auditors’ Report for the financial year ended March 31, 2022 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

COST AUDITORS

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. The Cost Audit Report for financial year ended March 31, 2021, of the Company was filed on September 1, 2021, within the prescribed time under the Companies (Cost Records and Audit) Rules, 2014.

In terms of the Companies (Cost Records and Audit) Rules, 2014, your Company has appointed M/s. Shome & Banerjee, Cost Accountants,

as cost auditor of the Company for the financial year ending March 31, 2023 to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. The remuneration approved by the Board, is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s VKC & Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial year ended March 31, 2022.

The Secretarial Audit Report from M/s VKC & Associates, Company Secretaries for the financial year ended March 31, 2022 does not contain any qualification, reservation or adverse remark and is annexed as “Annexure G”.

ACKNOWLEDGEMENTS

The Board of Directors expresses its 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. They 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

Mahesh Shrikrishna Palashikar

Place : Gurugram Chairman

Date : May 20, 2022 DIN: 02275903

1

Chief Financial Officer upto December 31, 2021 and thereafter Whole-time Director & Chief Financial Officer w.e.f. January 1, 2022

---

Mar 31, 2019

DIRECTORS' REPORT

The Directors are pleased to present the sixty-third annual report together with the audited financial statements of the Company for the financial year ended March 31, 2019.

FINANCIAL RESULTS

(Rs millions)
Particulars	Year ended March 31, 2019	Year ended March 31, 2018
Sales and Services (Net)	42,188	43,858
Operating Profit before Finance Cost	4,010	4,071
(As percentage of gross sales)	9.5%	9.3%
Finance Cost	664	883
Profit Before Tax	3,346	3,188
Less: Tax Expense	1,219	1,100
Prof it After Tax	2,127	2,088
Balance brought forward from previous year	8,646	6,296*
Profit available for appropriations	10,773	8,384
Appropriations
Proposed Dividend	461	461
Corporate Dividend Tax	94	94
Balance carried forward	10,218	7,829
*after restatement of Mar'18 balance by 817 million upon adoption of Ind AS 115

Financial results for the year ended March 31, 2019 are in compliance with the Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND

The Dividend Distribution Policy of the Company is in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on the Company's website at http://www.ge.com/in/ge-td-india-limited.

Your Directors take pleasure in recommending a dividend of 90% (Rs 1.80 per share) for every equity share of face value of Rs 2/- each, for the financial year ended March 31, 2019.

PERFORMANCE REVIEW

Sustained Leadership in a Competitive Market

During the year 2018-19, India's overall GDP growth was seen are helping in last mile connectivity and will lead to higher power  accelerating at 7.2% compared to 6.5% in the previous year. The Goods consumption in the long-term. Additionally, more electrification of  and Services Tax (GST) has also been a positive factor in the stabilization households will boost the demand aided by penetration of necessary  of economy. According to World Bank, India will continue to be the and discretionary goods powered by electricity, rise of disposable  world's fastest growing economy at the rate of over 7%. income and increased access to credit.

This trend has also trickled down to the Indian power sector, which As of March 31, 2019, the renewable energy sources accounted for is undergoing a significant change that has redefined the industry 22% of the total installed power capacity (77 GW) and continue to outlook. Sustained economic growth continues to drive electricity show positive developments. Renewable energy technologies — demand in India. The Government of India's focus on attaining 'Power primarily solar power drove a magnificent 67% off the 12 GW power for all' has accelerated capacity addition in the country. At the same generation capacity added in FY 2018-19. The huge capacity yielded time, the competitive intensity is increasing at both the market and from renewable energy sector made 2018 the greenest year in terms supply sides. Total installed capacity of power in India has increased to of new capacity added so far. However, the year also saw a slowdown 356 Gigawatt (GW) as of March 2019, a rise of 3.52% compared to 344 in the number of new projects. This decline has been attributed to

GW as on March 2018. uncertainties around trade cases, module price fluctuations, and power purchase agreement (PPA) renegotiations after record low bids

In 2018-19 India's thermal power sector witnessed considerable that contributed to a tender and auction slowdown in 2017. All of this turbulence. While the industry continues to face challenges on all resulted in a weaker project pipeline for 2018. fronts, including a drop in the price of renewable energy, shortage in coal supply and cash-strapped state distribution companies, there Overall, despite the extremely challenging market, your Company are a few observable silver-linings too. Government initiatives, such successfully achieved a balanced portfolio of orders, resulting in as SAUBHAGYA and Integrated Power Development Scheme (IPDS) sustained market leadership and improved overall performance.

Partnering and Collaborating to Integrate Renewable Energy

The Government's mission to bring 175 GW of Renewable energy faced hurdles when a 25% of safeguard duty was imposed on Chinese and Malaysian Solar cells and module manufacturing. Though the move intended to boost local manufacturing of solar modules, most of the awarded projects were stalled as the commercial model during tariff bidding preferred the low-priced Chinese modules. Inclusion of new conventional power plants was also on a slow track. The 765/400K Extra High Voltage (EHV) markets in Tariff based Competitive Bidding (TBCB) remained low. No new HVDC transmission lines were identified in 2018-19. In TBCB market, the Company was able to win Ghatampur package from Adani Transmission Limited for supply of 765kV substation and reactors.

Despite all these the factors your Company continued its performance run for another year, by keeping the commercial intensity and focus on state utilities market. In the year 2018-19 your Company won a substation order from Power Grid for evacuating 2500 MW of wind power, a part of Green Energy Corridor. The project involves setting up a 765kV Air Insulated Substation (AIS) and a new 400kV/220kV Gas-Insulated Substation (GIS) at Bhuj. Upon completion, this project will enable various wind farm developers to transmit the power generated in the state to the Green Energy Power Transmission Corridor.

Continued success in Oil & Gas sector

In Oil & Gas sector, your Company continues to demonstrate strength by winning 220kV turnkey Gas Insulated Substation (GIS) project from BPCL Kochi refinery. Hindustan Petroleum Corporation Limited (HPCL) added another feather in the cap after HPCL Vizag 220kV GIS substation and Bhatinda HMEL 400/66 kV GIS substation. The company has also remained a front-runner in the GIS technology used in Oil & Gas sector for two consecutive years.

Digitizing the Grid

Your Company has played a key role in enabling energy transition across the country. The Company commissioned two very critical projects: one with Power Grid Corporation of India Limited (PGCIL) on Unified Real Time Dynamic State Measurement (URTDSM) and another with Power System Operation Corporation (POSOCO) on National Transmission Asset Management Centre (NTAMC). In 2018-19, Rajasthan Rajya Vidyut Prasaran Nigam Limited (RRVPNL) awarded your Company a technology-driven grid modernization project. This project is a part of the utility's roadmap to implement grid initiatives and augment renewable energy in the state. Your Company's Advanced Energy Management System (AEMS) will serve as a foundation for RRVPL's roadmap and enable the utility to alter production levels based on demand. Your Company also delivered the First centrally integrated control and load forecasting System in Sri Lanka.

Grid Balancing

With more HVDC stations in the grid an imbalance of active and reactive power can evolve. This requires improvement in the voltage profile and  dynamic stability of the transmission system. To tackle the issue Static VAR Compensator (SVC) technology is introduced in the grid. In the year 2018-19, your Company won an order to supply, erect and commission 5OO MVAr SVC equipment at Kurukshetra substation of Champa-Kurukshetra HVDC link.

Increase in Transmission Capacity and Grid Strengthening at State and Center

With continuous increase in the power grid capacity, enhancement and strengthening of the transmission system becomes critical for the state and central utilities. With that in hindsight, your Company won important projects extension of 400/230 kV TUTICORIN II. The turnkey scope involved supply, erection, and commission of bays in both substations for Central Agency Power Grid Corporation. This is a prestigious triumph for your Company and maintains its market leadership.

A few other significant orders from State Transmission companies were:

420/220/132kV Sub-station order from Uttar Pradesh Power Transmission Corporation Limited (UPPTCL) in Sahupuri, Uttar Pradesh establishes your Company's supremacy at all voltage levels. It is an important win as it establishes your Company's leadership in TBCB orders.

400/220/66 kV Gas Insulated Substation (GIS) in Shapar, Gujarat by Gujarat Energy Transmission Corporation Limited (GETCO). Part of Renewable energy evacuation transmission system the substation will help in evacuation of wind power from the state of Gujarat.

Retrofitting and Modernization of three different 220kV Substations In the State of Jharkhand by Damodar Valley Corporation (DVC).

Services: Enhanced Capabilities for Managing Ageing Grid Assets

The financial year under review was an excellent year for service windows with very steep hourly penalty clauses, in case of any delay, business with order intake far exceeding the expectations and delivering These solutions helped the customer extend the life of their assets at profitability in execution. The competence developed over the years in competitive costs with minimum disturbance to their operations, renovation and modernization projects helped remain competitive in the market and overcome challenges that are often associated with such The transformer repair workshop successfully completed repairs of many projects transformer and reactors, including 400 kV class 250 MVA Generator transformers, 63 MVAr Shunt Reactors of varied makes. Following last year's trend, this year your Service team received great success and secured orders from Damodar Valley Corporation, West Under field service activity, our trained engineers carried out overhauling

Bengal State Electricity Transmission Corporation, Powergrid, Himachal of various equipment including HVDC converter transformers and 220kV Pradesh State Electricity Board, apart from several others. For the and 400 kV circuit breakers in India and Bangladesh. second consecutive year, we won the 'Engineering Service Provider of

The Technical Institute hosted trainees from various customers with the Year award at GMR- IGI Airport Awards 2018, tor the operation and Power Grid reposing their trust and sending a large number of trainees maintenance services tor mam receiving substations and backup power during the year. The Network consulting activity of Service business at the Delhi International Airport. This and many more appreciation continued its success in Renewable sector by carrying out Grid certificates received from our customers, speak volume about the ability integration validation studies for various customers. Till date, we have of the Services team to achieve and sustain excellence in customer catered to more than 15000 MW of wind and solar farms. service.

The market is showing signs of activity with customers increasingly During the year, Services business successfully completed breaker expressing interest in asset performance management solutions for  retrofit and bay extension work in 400 kV GIS for SJVN Limited. Such their Grid assets. Service business experience and expertise in servicing retrofit project on GIS is first of its kind executed by us and probably in . Grid assets, along with support from global service centre of excellence, the country. The project was carried out under very narrow shutdown is at the forefront of offering such solutions to our customers.

OPERATIONAL EXCELLENCE

Fulfilling the Promises Year after Year

Your Company's experience of more than 30 years in turnkey project totaling 150 MW DC power. Your Company achieved these milestones execution continues to help in reaching new landmarks in operational in partnership with its esteemed customers, which included PGCIL, excellence year after year. Our dedicated Project Management team ably Tata Power Delhi Distribution Limited (TPDDL), Chhattisgarh State supported by Engineering, Sourcing, Procurement, Finance, HR and other Transmission Company Limited (CSPTCL), National Thermal Power support functions are always focused on delivering commitments for our Corporation (NTPC) and others.

Customers and other stakeholders.

Your Company's transformer factory at Vadodara & Naini completed

In 2018-19 your Company achieved two major milestones by successfully delivery and commission of 9800 MVA of ICTs and 6200 MVAr of reactors, commissioning Pole 2 of Phase land Pole 3 of Phase 2 of Champa 800kV In doing so, your Company worked with customers, such as Nuclear Ultra High Voltage Direct Current (UHVDC) project. This project is now Power Corporation of India Limited (NPCIL), Bhabha Atomic Research capable of transmitting 4,500 MW power, including 1,500 MW of Pole 1 Centre(BARC),SterlitePower,Chhattisgarh State Transmission Company commissioned in 2017, from Champa in Chhattisgarh to Kurukshetra in Limited (CSPTCL), National Thermal Power Corporation (NTPC). Haryana.This is a major milestone in the power evacuation infrastructure in the country and it is now carrying the highest bulk power transfer During the year Company's automation unit at Pallavaram commissioned across the country, bringing access to the increasing demand regions of more than 1200 Bays of new and retrofit substation systems of rating north India ranging from low voltages to voltages as high as 765 kV

During the year under review, your Company demonstrated its expertise All your Company's operations in India, including manufacturing, projects, in execution of turnkey projects by commissioning 63 AIS and GIS services and automation, are certified for Integrated Management substations or extensions, enabling the addition of more than 16 GW System. This reinforces the quality of the processes of the Company and power into the Grid. This includes the commissioning of eight solar sites their compliance

ENVIRONMENT, HEALTH AND SAFETY

Your Company is commited to ensure world class standards of as an integral part of its operational strategy. EHS excellence is the Enviroment, Health and Safety for all its stakeholders. We won the 'Best Company's core and fundamental to what it is, besides being in line Safety Practices' trophy from PGCIL- Northern Region for adopting and with what the customers, employees, and leaders expect, implementing innovative and best EHS Practices at our PGCIL Bhadla& Bikaner Project Site. EHS Monitoring

Your Company also won the Silver Cup for sharing best EHS Practice The Company tracks EHS Statistics, Training status, Incident data, audit among 170 different industries at QCFI Vadodara annual Convention score, sub-contractor EHS Performance, etc. in real time through online event.The theme for the convention was' Lighting Minds for lnnovation'. tools. EHS performance is regularly reviewed through an internal EHS operating review within India by senior leadership of GE's business and Additionally, during FY 2018-19, your Company received Appreciation globally at corporate level. Letters for project locations from customers, such as PGCIL, Tata Power & TPDDL, HP Power Transmission Corporation Limited, Odisha Power Certifications Transmission Corporation Limited, and Bhabha Atomic Research Centre. All business units of the Company are certified under the International Organization for Standardization, Environmental Management System

Your Company is also committed to having a world-class program for (ISO 14001) and Occupational Health & Safety Assessment Series managing environmental, health and safety (EHS) risks. Your Company (OHSAS 18001). continuously aims to strengthen its EHS systems and performance

HUMAN RESOURCES

Aligning Actions with Business Strategy

The Human Resources function of your Company aligns its actions Learning& Development with business strategy to enable the organization in achieving its priorities. Your Company is committed to invest in its people and develop their talent. The employees are offered leadership development and Performance Development career accelerator programs administered by the Crotonville, GE's leadership development center, which has presence around the world Throughout the year ended March 31, 2019, the HR team of your including India. Crotonville is at the forefront of contemporary thinking Company emphasized the usage of Performance Development (PD) in leadership, strategy and innovation. Employees can participate in tool, which is a shift from a ratings-driven evaluative approach to a classroom, e-learning and blended courses throughout the year based developmental approach for enabling each employee to meet her/ on their developmental goals. Through the annual 'People Review' his true potential in their chosen profession. PD enables employees exercise, your Company identifies and develops leaders and tracks to give or ask personalized insights in real-time enabling a culture the effectiveness of the overall organization. The significant time the of trust and openness in the organization. 'Touchpoints' provide leadership team invests in this exercise is an indication of the value the an opportunity for Managers and Employees to start a dialogue Company has attached to this process. Your Company also has set up that is aimed at maximizing the impact of the employee on the a learning platform based on seven pillars including in-house technical organization's objectives. The organization is emphasizing on the learning, e-learning tool, stretch assignment, bubble assignment, aspect of accountability for every individual employee. This reflects in coaching, mentoring and certification (specific job need), priority setting of all employees. The priorities are set in accordance to the overall goal of the business.

Rewards and Recognition fairness in our approach, enables the Company to achieve it. We follow a fair assessment for hiring so that all employees get equal and

During the year under review, your Company used employee fair assessment. Preference is always given to internal employees recognition program, 'Impact Award'. Impact award is integrated while hiring for any open position, with Performance Development, which makes it more meaningful and allows employees to recognize their peers for achievements and Engaging the workforce contributions even beyond their scope. At GE, we understand each person has his or her own preferences for recognition. Your Company Your Company realizes the importance of an engaged workforce encourages its people's leaders to take out time to get to know their and the HR team is committed in driving key engagement activities team and colleagues to know their preferences, which can make the to ensure the same. The Company had various exciting employee efforts to reward and recognize even more impactful. engagement programs implemented during the year under review.

We strongly believe that, simple moments of praise, give us and Prevention of Sexual Harassment (POSH) others an instant mood boost and a reminder of how we make a difference In terms of Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has Enhanced Employee Experience during Internal Mobility zero tolerance for sexual harassment at workplace and has set up an Internal Complaints Committee at all its Units in line with the

Internal mobility and growth opportunities are key to Company's provisions of the said Act. No complaint of Sexual Harassment was employee value proposition, and meritocracy, transparency and reported under the said Act during the financial year under review.

QUALITY AND CONTINUOUS IMPROVEMENT

During the year under review, the Deployment of Quality and 6. The Turnkey business unit received award from Tata Power - Continuous Improvement initiatives have continued to progress Delhi Distribution Limited during their business associate meet well, with significant contribution to business results. Following are a 2018-19 in the category of "Best Operations for Exemplary few of the achievements/key actions realized through wholehearted Performance & Significant Contribution in 2017-18" for 66 kV participation of your Company's employees at all levels: GIS Substation Rohini site.

1. Sixteen structured Lean Six Sigma Process improvement 7. The Team from Vadodara plant representing your Company projects contributing to significant operational performance in the 29th Annual Gujarat State level Convention on Quality improvement were successfully executed. Concepts VCCQC-2018, won a GOLD award under the theme

"Igniting minds for Innovation - Role of Quality" among 88

2. Reoriented L1/L2 global initiative, to proactively assess and participated teams from various organizations all over India, improve the level of mistake proofing in Prioritized Value streams (Manufacturing lines) was launched and progressing 8. Padappai plant implemented Online SF6 gas leak monitoring well, contributing to Process Quality Improvement system in breaker testing and gas handling processes. This SCADA controlled online gas leak monitoring system will provide

3. Enhancing Continuous Improvement competencies at all levels, immediate alert through SMS to stakeholders for immediate a key success factor for Continuous Improvement was continued corrective actions with relevant trainings, workouts and coaching. Lean Six Sigma,

8D problem-solving process, L1/L2, Lean, trainings and focused 9. Transformer manufacturing factory located at Naini developed operational improvement workouts were conducted across in-house stress ring manufacturing facility contributing to the organisation to enhance the Quality and Continuous significant improvements in product quality and customer

Improvement competencies of employees at all levels. satisfaction.

4. Deployment of Lean initiatives have progressed well across all 10. Power Transformer Naini plant Successfully transferred and manufacturing sites resulting in significant level of maturity implemented manufacturing technology of Gapped type shunt on lean and digital initiatives contributing to operational reactor from ATT (Turkey) to PTI (India). improvement. Implementation of moving model lines, 3P Vision

Workouts, Kaizen Promotion Office (KPO), Digital tools like 11. Short circuit test of 265 MVA 420/20kV GT, 1Ph class station

Material optimization suite (MOS), E - Andon, Digital reactivity transformer was successfully completed and certified by BINA board, GE Operating Standard (GEOS), E Ideas and employee Lab, India engagement initiatives have contributed to Significant reduction

12. World Quality Day was celebrated across all the units. Employee of Wall to Wall lead time.  engagement programs to promote awareness and commitment

5. Pallavaram plant launched Electromechanical Relays to Quality were organized with active participation of Employees. Manufacturing Excellence Center, a rejuvenated set up integrated with lean and digital tools to meet the customer requirements.

CORPORATE SOCIAL RESPONSIBILITY

Your Company's CSR efforts with local communities during the year The programme focuses on establishment of a health clinic in order were focused on strengthening the projects undertaken by the to reduce out of pocket expenditure on primary health by 33% for 240 Company in previous years. Our projects on village development, households from 4 villages. The goal is to ensure better accessibility access to electricity through clean energy, access to basic healthcare, for effective and efficient health care in the community, providing clean drinking water renovation of anganwadis and schools received easy access to basic health services to improve health and wellbeing. continued support. At the same time, new projects were introduced to cover youth skill-development programmes and entrepreneurship with a special emphasis on women's empowerment, a focused effort development programme with emphasis on women empowerment. was made to improve the socio-economic quality of life of women through financial literacy, linkage with banks and self-help groups.

Villages Development Self-help groups are actively working towards self-reliance and empowerment. Establishment of a rural haat for local communities

Vadodara, Gujarat on farm produce and related products is also one of the aims of the project. Since 2015, your Company is continuing with a programme of comprehensive and need-based support to communities in Vadodara, The project also focuses on enhancing agriculture-based livelihoods the location of your Company's large transformer factory. through water resource management for 240 farming households.

Pragati Ek Disha, the CSR project at Vadodara reaches out to five Naini, Uttar Pradesh key villages of Kotambi Gram Panchayat, Alamgarh, Machhipura, Singhapura and Jambudia Pura. The programme focuses on livelihood, During the year, your Company has continued its support for solar women empowerment, renovations of anganwadis and schools, submersible pump to village Rehikala, and installation of water support through bank linkages and health. coolers cum purifiers in schools.

Skill Development Delhi, NCR

During the year under review, your Company has initiated programmes focussing on development of youth through vocational skill training in retail, hospitality and basic computer. As a part of project Samriddhi, your Company is helping rural women in Sultanpuri to become successful entrepreneurs by providing financial literacy and business development training.

Energy and Environment

Skill Development in Renewable Energy

Vadodara, Gujarat

As part of its Skill Development initiative your Company trained candidates at Vadodara, majority being women, under the category of Green Jobs in partnership with National Skill Development Fund and National Skill Development Corporation. Candidates were trained to support operation and maintenance of solar installations.

Schools and children Vadodara, Gujarat

As part of the village development programme, Pragati Ek Disha, at Vadodara, storytelling programmes for children have been organised. The goal is to improve listening, reading and comprehension skills amongst children. The programme is also aimed at improvement of the children's verbal proficiency and creativity and at inculcating a habit of reading to instil good moral values.

Pallavaram, Chennai, Tamil Nadu

The Company supports the primary and high schools which are operational under the Cantonment Board. During the last financial year, the Company has initiated renovation work at Cantonment Primary School and has provided for materials and equipment for the science lab. These schools are situated near the Pallavaram factory. In the past, the Company had provided for clean drinking water and, renovated sanitation structures, a science laboratory and a smart class.

Health

Chennai, Padappai and Hosur

During the year under review, your Company had continued to sponsor mobile medical units at Padappai, which has provided for nearly 14,925 treatments, extending to all age groups with specific focus on elderly patients.

At Padappai and Hosur, the Company has continued the initiative during the year to provide clean drinking water to local communities. It also supported the local Government Hospital by installing 7kVA solar panel. The Company has further continued to provide the Primary Health Care centre (PHC) with essential medical instruments, equipment and facilities.

Support for people with disabilities Chennai, Tamil Nadu

The Company continues its support to the Saint Louis Institute for the Deaf and Blind, Chennai, Tamil Nadu. This year the Company provided for air-conditioning in the smart classrooms, Braille embosser, LCD projector at computer laboratory and safer, improved electrical panel.

The Company has previously supported the institute with a computer laboratory, a smart education centre, musical instruments, tables and chairs. The Company's continued support has benefitted more than 600 children with visual and hearing challenges.

The details on CSR activities of the Company is annexed as "Annexure A" to the Directors' Report.

DIRECTORS

During the year under review, your Company re-appointed Mr. Gaurav M. Negi as Whole-time director & CFO with effect from July 26, 2018 and Mr. Nagesh Tilwani as Whole-time Director & Head-HVS business with effect from December 21, 2018, for a period of five years each.

In terms of section 152 of the Companies Act, 2013 and Articles 104 and 105 of Articles of Association of the Company Mr. Stephane Cai, Director is due to retire by rotation at the ensuing AGM of the Company. As Mr. Stephane Cai has conveyed that due to his preoccupation in global role he does not wish to be reappointed as a director of the Company at the ensuing AGM, it is recommended to the shareholders to appoint in his place Mr. Vishal K Wanchoo, as a director, liable to retire by rotation.

Dr. Kirit S. Parikh, aged 84, and Mr. Rakesh Nath, aged 69, upon completion of their first term of appointment as Independent Directors as on March 27, 2020 and May 31, 2020, respectively, are eligible for re-appointment for another term of five consecutive years subject to approval of the Members by special resolution. In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect. Dr. Kirit S. Parikh, who has already completed the age of 75 years, and Mr. Rakesh Nath, who will also be completing 75 years of age, just before the expiry of his proposed second term, considering the expertise and the value they bring to the Board and their fitness, the approval of the Members by special resolutions for re-appointing them as Independent Directors for a further term of five consecutive years is recommended. The Nomination and Remuneration Committee on the basis of performance evaluation, has also recommended their re-appointment. These Directors have given their consent for re-appointment and have confirmed that they continue to be Independent Directors and that they do not suffer from any disqualifications for appointment.

Mr. Bhanu Bhushan, whose term expires on July 22, 2019, has not offered himself for re-appointment as an Independent Director of the Company, for the second term.

Necessary resolutions in respect of appointment/ re-appointment of the directors mentioned above have been included in the notice convening the ensuing annual general meeting. Your directors commend their appointment/ re-appointment. The particulars in respect of these directors as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are also available in the notice convening the sixty-third Annual General Meeting.

Key Managerial Personnel

As on March 31, 2019 the following the Key Managerial Personnel of the Company in terms of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name	Designation
Mr. Sunil Wadhwa	Managing Director
Mr. Gaurav M. Negi	Whole-time Director & CFO
Mr. Nagesh Tilwani	Whole-time Director & Head -HVS Business
Mr. Manoj Prasad Singh	Company Secretary

Declaration by Independent Directors

All the independent directors of your Company have made a declaration to the Company that they meet all the criteria of independence laid  down under section 149(6) of Companies Act, 2013 and regulation 16(l)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familarisation Programme for Independent Directors

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

The details of familiarization programmes may be accessed under the Corporate Governance section of the website http://www.ge.com/ in/ge-td-india-limited. During the year under review, 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. In this respect, presentations were made to Independent Directors by the Managing Director, Whole-time Director & CFO, Company Secretary and other management personnel.

Factory Visit of Directors

During the year under review, the Board of Directors of the Company visited factory of the Company at Hosur. During the visit, the Board members familiarised themselves with the Instrument Transformers and Bushings manufacturing operations. A Board Meeting was also held at the Hosur Factory.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that: the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures; 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 at March 31, 2019 and of the profit of your Company for the year ended on that date; 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; the annual accounts have been prepared on a going concern basis; 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 proper system to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee of your Company comprises of Mr. Rakesh Nath as the Chairman and Dr. Kirit S. Parikh, Mr. Bhanu Bhushan, Ms. Neera Saggi and Mr. Stephane Cai as other members. Details in respect of the Audit Committee are provided in the Corporate Governance Report forming part of the Directors' Report.

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 '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 may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited.

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'). The aforesaid policy of the Company on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as "Annexure B".

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at http://www. ge.com/in/ge-td-india-limited.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Your Company has a policy framework for evaluation of the Borad of Directors. Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually including independent Directors, Board as a whole and of its various committees.

The Independent Directors in terms of Companies Act, 2013 and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, carried out performance evaluation of non-independent directors, Chairman of the Board and Board as a whole based on criterion of evaluation as approved by Nomination and Remuneration Committee.

Nomination and Remuneration Committee in terms of Companies Act, 2013, also carried out evaluation of every director's performance.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure C".

A statement showing the names of employees drawing remuneration in excess of the limits as set out in section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure D".

ANNUAL RETURN

The extract of the Annual Return is detailed in form MGT-9 annexed as "Annexure E". The Annual Return of the Company is available on the website

NUMBER OF MEETINGS OF THE BOARD

During the year under review, six meetings of the Board of Directors were held, details of which are provided in Corporate Governance Report forming part of the Directors' Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investment made are detailed in Note 4 to the financial statements forming part of the Annual Report. Your Company has not provided any loan, 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 Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ ge-td-india-limited.

All related party transactions during the year under review were on arm's length basis and in the ordinary course of business. There were no related party transactions made by the Company which could be considered material in accordance with Related Party Transactions Policy of the Company.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosures of transactions of the Company with Grid Equipments Private Limited, promoter Company, holding 68.54% shares in the Company:

(Rs millions)

Description	31 March 2019	31 March 2018
Interest	-	102.2
Dividend Remitted	315.9	315.9
Borrowings	-	440.0
Repayment of Borrowings	-	2,220.0

SUBSIDIARY COMPANIES

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

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

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

RISK MANAGEMENT

During the year under review, the Board of Directors of your Company has constituted a Risk Management Committee in terms of Listing Regulations to overlook the Risk Mitigation and Management of the Company. Details of composition forms part of the Corporate Governance Report.

The Risk Management Committee and the Board of Directors of your Company reviewed the Risk Management Policy for the Company and adopted a new Enterprise Risk Management Policy. The Policy identifies elements of risks inherent to the business pertaining to operational, financial, environment, health and safety, reputation and image, currency fluctuation, compliance, cyber security, etc. 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 the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the internal Finance Control process. 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 Report, forming part of the Directors' Report.

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, Reports on Management Discussion and Analysis and on Corporate Governance have been included in this Report as separate sections. A certificate from M/s B S R & Associates LLP, 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 included in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility Report describing the initiatives taken from an environmental, social and governance perspective, in the prescribed format has been included in this Report as a separate section.

STATUTORY AUDITORS

In terms of approval of shareholders at the 60th Annual General Meeting of the Company, M/s. B S R & Associates LLP, Chartered Accountants, are the statutory auditors of the Company who hold office till the conclusion of 65th AGM.

COST AUDITORS

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. The Cost Audit Report for financial year ended March 31, 2018, of the Company was filed on August 17, 2018, well within the specified time under applicable Companies (Cost Audit Report) Rules, 2011.

M/s. Shome & Banerjee, Cost Accountants and M/s. Jugal K Puri &Associates, Cost Accountants, were appointed as cost auditors of your Company for the financial year ended March 31, 2019 with M/s. Shome& Banerjee, Cost Accountants being the Lead Cost Auditor. However, in view of casual vacancy caused due to demise of Mr. Jugal K Puri, Partner M/s Jugal K Puri & Associates, M/s Shome& Banerjee, Cost Accountants (who was already the lead cost auditor and Cost Auditor for the manufacturing facilities at Pallavaram, Hosur, Naini, Vadodara and Padappai) was also appointed as Cost Auditors for manufacturing facility of the Company at Noida for the financial year ended March 31, 2019 in place of M/s Jugal K Puri & Associates.

In terms of the Companies (Cost Records and Audit) Rules, 2014, your Company has appointed M/s. Shome & Banerjee, Cost Accountants, as cost auditor of the Company for the financial year ending

March 31, 2020 to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. The remuneration approved by the Board, is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s VKC & Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial year ended March 31, 2019.

The Secretarial Audit Report from M/s VKC & Associates, Company Secretaries for the financial year ended March 31, 2019 is annexed as "Annexure G".

ACKNOWLEDGMENTS

The Board of Directors of the Company expresses its heartfelt gratitude to the Government/ Regulatory authorities, shareholders, customers, vendors, bankers and all other business associates for their continued support. The Board of Directors sincerely acknowledges and appreciates the significant contributions made by all the employees of the Company and for their passion, sincere commitment and efforts in taking forward the Company with focus and energy.

Â	For and on behalf of the Board
Â	Â
Â	Sunil Wadhwa
Â	Managing Director
Â	DIN: 00259638
Â	Â
Â	Gaurav M. Negi
Â	Whole-time Director &
Place : Noida	Chief Financial Officer
Date : May 22, 2019	DIN: 02835748

"ANNEXURE A" TO THE DIRECTORS' REPORT ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

1 A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the weblink to the CSR Policy and projects or programs.	The Company strives to position itself as a prominent player in the global sustainable environmental transition and its CSR policy underlines this. The Company through CSR initiatives is committed to improve the lives of individuals and communities in the country. The Company's CSR initiative reflects this ethos. The Company has framed a CSR Policy in compliance with section 135 of the Companies Act, 2013 and the weblink for the same is: https://www.ge.com/in/sites/www.ge.com.in/files/Corporate%20Social%20Responsibility%20Policy_0. pdf
2 Composition of the CSR Committee	Dr. Kirit S. Parikh, Independent Director (Chairman of CSR Comm ittee)
	Mr.Sunil Wadhwa, Managing Director(Member)
	Mr.Gaurav M. Negi, Whole-time Director & CFO (Member)
3 Average net Profit of the Company for last three financial years	Rs 1441.4 million
4 Prescribed CSR Expenditure (2% of the amount as in item 3 above)	Rs 28.9 million
5 Details of CSR spent during the financial year	Â
(a) Total amount to be spent for the financial year	Rs 28.9 million
(b) Amount unspent, if any	Nil
(c) Manner in which the amount was spent during the financial year	The manner in which the amount was spent is detailed in the Annexure Al
6 Reasons for not spending the prescribed amount	The Company spent an amount of Rs 29.1 million during the financial year, which was more than the required spend.
7 A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company.	The Company has adopted its CSR policy that complies with the objectives and requirements set in section 135 of the Companies Act, 2013 and the Rules notified thereunder. The CSR Committee has ensured that the CSR projects implemented are formulated with the CSR objectives, themes and focus areas as per the CSR policy of the Company. The Company intends to be a significant and consistent contributor to CSR initiatives in India by devising and implementing social improvement projects wherein it could employ its resources in favour of disadvantaged communities and for addressing socially critical issues as permitted under the Companies Act, 2013. The Company through its CSR initiatives will remain committed to improve the lives of individuals and communities in the country.
	As a responsible corporate citizen, the Company had approved/ undertaken various projects such as village development, skill development, water, hygiene, sanitation, access to electricity through renewable energy, strengthening schools' infrastructure, empowerment of girls in school through sensitisation and awareness, health services and improved facilities in hospitals. The implementation and monitoring of projects, is in compliance with CSR objectives and policy of the Company. The CSR Committee has reviewed and ensured that all the identified projects are in line with the Companies Act, 2013. Led by the Chairman of the CSR Committee, the Company has also instituted the following monitoring mechanisms to ensure the projects are implemented effectively and reported to the CSR Committee of the Board at frequent intervals.
	Frequent reporting to the CSR Committee.
	Frequent meetings with implementation agencies for review of project progress.
	Site visits to project locations undertaken by the Company's CSR volunteer employees.

 

Â	Sunil Wadhwa	Dr. Kirit S. Parikh
Place : Noida	Managing Director	Chairman, CSR Committee
Date : May 22, 2019	DIN: 00259638	DIN: 00684234

ANNEXUREA1

Rs millions)

s.No.	CSR project or activity identified	Sector in which the project is covered	Projects or programs 1) Local area or other 2) Specify the state and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs		Cumulative expenditure upto the reporting period**	Amount spent: Direct or through the implementing agency
					Direct expenditure on the projects or programs	Overheads
1	Villages adoption - Holistic development of five villages of Kotambi Gram Panchayat through livelihoods, health and education initiatives	(x) - Rural development projects	Local Area: Vadodara	6.5	6.5	*0.1	6.6	Direct: Nil Implementing Agency, Deepak Foundation: 6.5
2	Improving schools infrastructure and facilities for children with disabilities	(ii) - Promoting education, including special education among children and differently abled	Local area: Pallavaram (Chennai)	0.9	0.9	Â	11.8	Direct: 0.9
3	Infrastructure and developmental initiatives and contribution to educational institutions, disability centres or issues, health institutions or issues, and development of local communities	i) - Promoting preventive healthcare (ii) - Promoting education, including special education among children and differently abled.	Local area: Pallavaram (Chennai), Padappai (Chennai), Hosur (Tamil Nadu), Naini(UP)	8.3	8.3	Â	8.3	Direct: Nil Implementing Agency, United Way of Delhi: 8.3
4	Preventive and curative healthcare for the needy and elderly through cataract surgeries and mobile medical unit	(i) - Promoting preventive health care	Local area: Chennai, Padappai, Hosur	1.3	0.8	Â	17.3	Implementing agency, HelpAge India: 0.8
5	Improving schools infra structure, facilities for children with disabilities and support to children hospital	(ii) - Promoting education, including special education among children and differently abled	Local area: Naini	0.1	0.1	Â	12.5	Direct: 0.1
6	Integrated Village Development Project to develop villages and uplift communities	(x) - Rural development projects	Local area: Naini	4.5	4.5	Â	4.5	Direct: NIL Implementing Agency, S M Sehgal Foundation: 4.50
7	Women Empowerment Project - Promoting women entrepreneurs and encourage them to pursue their dreams and aspirations and Skill Training in Retail, Hospitality and Computer basics for youth towards employment	(ii) Promoting education and employment enhancing vocation skills and livelihood enhancement projects & (iii) - Promoting gender equality, empowering women	Local area: Noida	1.5	1.5	Â	1.5	Direct: NIL Implementing Agency, United Way of Delhi: 1.5
8	Youth Skill Training Programme	(ii) Promoting education and employment enhancing vocation skills and livelihood enhancement projects	Local area: New Delhi	3.5	3.5	Â	3.5	Direct: NIL Implementing Agency, United Way of Delhi: 3.5
9	Provisioning of safe drinking water	(i) - Promoting preventive health care and sanitation and making available safe drinking water	Local area: Hosur, Padappai	6.5	1.6	Â	6.5	Direct: NIL Implementing Agency, Waterlife India: 1.6
10	Improving facilities in Primary Health Care Centre	(ii) - Promoting preventive health care	Local area: Padappai	0.9	0.6	Â	0.9	Direct: 0.6
11	Improving facilities and infra structure for children in schools and ITI	(ii) - Promoting education	Local area: Hosur	1.6	0.2	Â	9.9	Direct: 0.2
12	Improving facilities and infra structure for children in schools	(ii) - Promoting education	Local area: Vadodara	0.1	0.1	Â	0.1	Direct: 0.1
13	Review and Impact assessment of programmes	Monitoring & evaluation	AIICSR sites and programme	1.0	0.5	"	1.0	Direct: 0.5
TOTAL	Â	Â	Â	36.7	29.1	0.1	84.4	Â

"Includes amount spent on CSR projects/activities since 2014-15. "Amount of Rs 35,000/- rounded off.

"ANNEXURE B" TO THE DIRECTORS' REPORT NOMINATION AND REMUNERATION POLICY

OBJECTIVES

The objective of the Nomination and Remuneration Committee of the Board of Directors of GE T&D India Limited (hereinafter referred to as 'GETDIL' or 'the Company') is to ensure that the Board and top management is appropriately constituted to meet its fiduciary obligations to stakeholders, to identify persons who are qualified to become Directors and who may be appointed in senior management and/or as Key Managerial Personnel (KMP) of the Company in accordance with the criteria's laid down, recommend to the Board the appointment, removal, remuneration of the Directors, Senior Management and KMP and evaluation of every Director's performance, in line with the provisions of the Companies Act, 2013 and rules prescribed therein, as amended from time to time and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"), as amended from time to time and/or such other statutory notification, amendment or modification, as may be applicable.

RESPONSIBILITIES AND DUTIES

The Committee shall undertake the specific duties and responsibilities listed below and shall also undertake such other duties as the Board prescribes from time to time. Specific duties and responsibilities of the Committee include:

1. Formulating criteria for determining qualifications, positive attributes and independence of a director.

2. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management and as KMP of the Company in accordance with the criteria laid down, recommend to the Board their appointment and removal.

3. Recommending to the Board a policy, relating to the remuneration of the Directors, Senior Management, KMP and other employees, as may be applicable

4. Formulating criteria for evaluation and manner of effective evaluation of Independent Directors, Board, its committees and every Director's performance.

5. Devising a policy on Board diversity.

6. Ensuring that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully.

7. Ensuring the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and remuneration payable to Directors, Senior Management, KMP involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

8. Carrying out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

9. Performing such other functions as may be necessary or appropriate for the performance of its duties.

POWERS

In discharging its responsibilities and duties, the powers of the Committee will include:

1. Sole authority to retain, compensate and terminate any search firm to be used to identify Director candidate(s) and these agencies will be accountable only to the Committee.

2. Identifying, screening and reviewing individuals qualified to serve as Directors and recommending to the Board candidates for nomination to fill Board vacancies/additions.

3. Overseeing the Company's policies and procedures for the receipt of stakeholder suggestions regarding Board composition and recommendations of candidates for membership of the Board.

4. Conducting or authorizing studies of matters within the Committee's scope of responsibility with full access to all books, records, facilities and personnel of the Company.

5. To retain outside counsel for these activities, if required and determine the compensation.

6. To sub-delegate such power and authority as the Committee deems appropriate with the purpose of meeting its objectives and duties within the scope of its terms of reference. The Committee shall, however not delegate any power or authority required by law, regulation or listing standards to be exercised solely by the Committee as a whole.

MEMBERSHIP

The Committee shall consist of at least three directors, all of whom shall be non-executive directors and at least half shall be independent.

The Chairman of the committee shall be an Independent Director.

The members of the Committee shall be appointed by the Board of Directors. The Board has the power to constitute/reconstitute the Committee consistent with the Company's policy and applicable law/ regulations.

MEETINGS

The Committee shall meet at least once a year and as often as it considers necessary, in person and/or telephonically and/or video conferencing or by other audio visual means. Any member may call a meeting of the Committee.

All meetings of the Committee shall be presided over by the Chairman of the Committee.

Other Directors, employees or such persons as may be deemed appropriate by the Chairman/Member(s) of the Committee may be invited to attend the meeting(s).

QUORUM

The quorum for meetings of the Committee shall be one third of total strength or two members whichever is higher including at least one Independent Director.

The participation of the Directors by video conferencing or by other audiovisual means shall also be counted for the purposes of quorum.

MINUTES

The Committee shall maintain written minutes of its meetings, including any formal discussions and taking on record any action taken by written consent, which shall be presented to the Board and shall be part of minutes of the Board Meeting.

COMPENSATION TO COMMITTEE MEMBERS

The Company shall not pay any remuneration to the Committee Members except sitting fees for each meeting of the Committee attended by the Non-Executive Independent Directors, as determined by the Board from time to time and Commission as may be determined by Board of Directors of the Company within overall ceiling limit approved by Shareholders of the Company.

APPLICABILITY

The Policy shall be applicable to:

1. The Board of Directors of the Company

2. KMP of the Company

3. Senior Management of the Company

4. Such other person(s) as may be prescribed by the law for the time being in force

GUIDELINES FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

• Appointment criteria and qualifications

1. The Committee shall identify and determine the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess requisite qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether the qualification, expertise and experience possessed by a candidate are adequate for the concerned proposed position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director/ Independent Director who has attained the age of seventy or seventy-five years, respectively. Provided that the term of the person holding this position may be extended beyond the abovementioned age with the approval of shareholders by passing a special resolution and compliance of applicable provisions of law/regulations.

• Term / Tenure

I. Managing Director/whole-time Director

The Company shall appoint/re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

II. Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment for another term of five years on passing of a special resolution by the members of the Company, subject to the compliance of applicable law/regulations/listing agreement etc.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

A person may be appointed as an Independent Director, only if the proposed appointment is within the limits prescribed under law/ regulations/listing agreement to act as an Independent Director by such person in any listed Company including AIL

III. Evaluation

The Committee shall carry out need based evaluation of performance of every Director, KMP and Senior Management Personnel at regular intervals/ as per Human Resources (HR) policy of the Company.

IV. Removal

The Committee, if think fit, may recommend removal of a Director, KMP or Senior Management Personnel to the Board with reasons recorded in writing due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, Company policy, subject to the provisions and compliance of the said Act, rules and regulations, Company policy.

V. Retirement

A Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013/ Listing Regulations and the extant policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company, subject to the recommendation of the Committee.

GUIDELINES RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

• General

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the terms of appointment and/or prior/post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to Whole-time Director(s) shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company/terms of appointment approved by the Board or shareholders, as the case may be and as per the provisions of the Companies Act, 2013, and the rules made thereunder and Listing Regulations.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders/ central government in the case of Whole-time Director.

Increments will be effective as per the terms of appointment or 1st April as the case may be, subject to compliance of applicable law/regulations, HR policy of the Company.

4. In terms of Listing Regulations, the Company shall undertake a Directors and Officers Insurance for all its Independent Directors. The premium paid on Directors and Officers Insurance taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel

1. Fixed & Incentive pay

The Whole-time Director/KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee, subject to compliance of applicable law/regulations and in accordance with Company's HR policies. The breakup of the Annual Fixed Pay and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required. The Whole-time Director / KMP and Senior Management Personnel shall also be eligible for Annual Variable Pay (for the calendar year) as follows:

Senior Executive Band (SEB)

50% or 70% of Annual Fixed Pay as per group policy Executive Band (EB) : 35% of Annual Fixed Pay

Senior Professional Band (SPB) : 15% of Annual Fixed Pay subject to fulfilment of the short and long-term performance objectives, as may be fixed for each official vis-a-vis the working/ performance of the company.

2. Minimum Remuneration

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess remuneration

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without

the prior sanction of the Central Government, where required, he / she shall refund such excess remuneration to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sums refundable to it unless permitted by the Central Government.

• Remuneration to Non- Executive / Independent Director

1. Remuneration / Commission

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.

2. Sitting Fees

The Non- Executive / Independent Director may receive remuneration by way of sitting fees of such amount as may be approved by the Board from time to time for attending meetings of Board or committee thereof. Provided that the amount of such sitting fees shall not exceed Rupees One lakh per meeting of the Board or committee or such amount as maybe prescribed by the Central Government from time to time.

3. Commission

Commission may be paid within the monetary limit approved by shareholders, subject to the limit prescribed under the provisions of the Companies Act, 2013. The approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors, giving details of the remuneration thereof.

4. Stock Options

An Independent Director shall not be entitled to any stock option of the Company.

GLOSSARY

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and rules prescribed therein, as may be amended from time to time and per the Listing Agreement with Stock Exchange(s) as may be amended from time to time, shall have the meaning respectively assigned to them therein.

Board	Board of Directors of the Company
Directors	Directors of the Company
Committee	Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.
Independent Director	As prescribed in the Companies Act, 2013 and rules therein, as may be amended from time to time and Listing Agreement with Stock Exchanges, as may be amended from time to time.
Senior management	Members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors/manager/chief executive officer viz. all Functional and Unit Heads including the Company Secretary and Chief Financial Officer.
KMP	a) the Chief Executive Officer or the managing director or the manager;
	b) the Company Secretary;
	c) the Whole-time director;
	d) the Chief Financial Officer; and
	e) Such other officer as may be prescribed under the applicable statutory provisions/regulations.

"ANNEXURE C" TO THE DIRECTORS' REPORT

DETAILS AS REQUIRED UNDER SECTION 197(12) OF COMPANIES ACT, 2013 ("ACT") READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. Ratio of remuneration of each director to median remuneration of employees, percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year ended March 31, 2019

s.No.	Name of Director and KMP	Remuneration of Director and KMP for the financial year ended March 31, 2019 (in Rs) *	Ratio of remuneration of each director to median remuneration of employees	% increase in remuneration for the financial year ended March 31, 2019 provided for the purpose of section 197(12) of the Act
1	Mr. Stephane Cai Chairman	Not Applicable	Not Applicable	Not Applicable
2	Mr. Sunil Wadhwa Managing Director	27,938,281	31.6	10.78%'
3	Mr. Gaurav Manoher Negi Whole-time Director & CFO	21,844,159	24.7	23.72%'
4	Mr. NageshTilwani Whole-time Director	10,299,307	11.6	(13.02%)'
5	Mr. Manoj Prasad Singh Company Secretary	4,965,039	Not Applicable	(9.8%)'
6	Mr. Bhanu Bhushan Independent Director	2,700,000b	3.0	100%c
7	Dr. KiritS. Parikh Independent Director	2,960,000b	3.3	134.9%c
8	Mr. Rakesh Nath Independent Director	2,840,000b	3.2	93.1%c
9	Ms. Neera Saggi Independent Director	2,800,000b	3.2	122.3%c

Notes:

*Remuneration includes Gratuity, leave encashment at the end of the year, contribution to provident fund and superannuation.

"Key Managerial Persons percentage change in remuneration for the financial year is not comparable and reflective of performance assessment in view of bonus payouts, other benefits, etc. Includes sitting fee and commission increase is in view of change in commission policy.

2. In the financial year, under review all employees median remuneration was Rs 884,803 and there was an increase of 3.4% in the median remuneration of employees.

3. There were 2587 permanent employees on the rolls of Company as on March 31, 2019.

4. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2018-19 was 4%.

5. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration policy of the Company.

"ANNEXURE D" TO THE DIRECTORS' REPORT

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A. Particulars of top ten employees employed for the financial year in terms of remuneration drawn

SI. No.	Name	Designation	Remuneration (in Rs)	Qualification	Experience (in Years)	Date of commencement of employment	Age (in years)	Previous employment and designation
1	Sunil Kumar Wadhwa	Managing Director	27,938,281	B.Com, CA, CS	33	April 4, 2017	59	CEO & Managing Director -IL&FS Energy Development Co. Ltd.
2	Gaurav M. Negi	Whole-time director & Chief Financial Officer	21,844,159	B.Com, CA	20	June 1,2016	44	CFO, Wipro GE Healthcare Ltd.
3	Sandeep Zanzaria	Sales Executive	11,190,074	B.E. - Electrical, PGDM	29	August 9, 2017	52	Schneider Electric India Pvt. Ltd -Vice President
4	Manikkapurath Sivaprasad	Executive- Business Operations	10,744,275	BTech. -Electrical & Electronics, MBA	29	November 6, 1998	50	Steel Authority of India Ltd., Assistant Manager
5	Rajmohan Venkat Raman	Executive - Business Operations	10,434,626	BE Mechanical Engineering, PGDIM	26	November 1, 2017	48	Marquip India Pvt Ltd/Senior Engineer
6	Abhilasha Dhaka	Head - HR	10,320,905	MBA- Human Resources	18	March 1,2018	40	Yamaha Motors -Manager HR
7	Nagesh Tilwani	Whole-time Director	10,299,307	B.E.- Electrical & Electronics	24	September 14, 1996	46	Controls & Switchgear Company Ltd., Design Engineer
8	Subrata Chatterjee	Executive-Business Operations	10,173,194	B.E. (Electronics & Power)	25	August 31, 2004	50	CESC Limited - Sr. Engineer
9	Nitin Dham	Senior Finance Staff Manager	9,419,858	CA	22	July 24, 2017	45	GE Capital Services India-VP, Private Equity
10	Shailesh Mishra	Sr. Business Management Manager	8,621,102	Advanced Diploma in Management, B.E.	25	June 24, 2008	47	GE-Digital Energy Lead -India for DE

B. Particulars of employees employed for the financial year under report and in receipt of remuneration for that year which, in the aggregate, was not less than Rupees One Crore and two lakhs (Rs 10,200,000/-) per annum

None other than mentioned in A above.

Particulars of employees employed for part of the financial year under report with an average salary of not less than Rupees eight lacs and fifty thousand per month

SI. No.	Name	Designation	Remuneration (in Rs)	Qualification	Experience (in Years)	Date of commencement of employment	Age (in years)	Previous employment and designation
1.	Amresh Kumar Sood	Sr. Finance staff manager	881,259	CA	35	July 29, 2013	59	Genesis Colors -CFO
2.	Arun Choudhary	Regional Management Director	928,390	BE, MBA	30	July 6, 2015	51	HCL Infotech Ltd - Associate Vice President
3.	Devendra Pal Sikka	Project Director	858,566	BE	39	April 1,2017	61	NELCO- Manager Operations
4.	Prakash G	Regional Director	1,582,049	BE	27	June 9, 2008	48	Siemens Ltd -Chief Manager (Marketing)
Notes:

1) Remuneration includes salary, bonus, commission, Company's contributions to Provident Fund / Gratuity Fund / Superannuation Fund and the value of perquisites on the basis of Income Tax Rules, wherever applicable but excluding severance allowance, Gratuity, leave encashment and Superannuation paid at the time of separation.

2) The above appointments are contractual.

3) None of the above employee is related to any of the Directors of the Company.

4) None of the employees by himself or along with his spouse and dependent children holds 2% or more of the equity shares of the Company.

5) During the year under report, none of the employees was in receipt of remuneration in excess of the Managing Director of the Company.

"ANNEXURE E" TO THE DIRECTORS' REPORT

FORM NO. MGT - 9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31,2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)	CIN	L31102DL1957PLC193993
ii)	Registration Date	March 13, 1957
iii)	Name of the Company	GE T&D India Limited
iv)	Category /Sub-Category of the Company	Company Limited by Shares/Indian Non-Government Company
v)	Address of the Registered office and contact details	A-18, First Floor, FIEE Complex, Okhla Industrial Area,
		Phase II, New Delhi -110 020
		Tel: [phone]
vi)	Whether listed Company	Yes
vii)	Name, Address and Contact details of Registrar and Transfer Agent, if any	C B Management Services (P) Ltd.
		P-22, Bondel Road, Kolkata - 700 019
		Tel : [phone] (100 Lines)
		Fax: [phone]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

s. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
1	Grid Equipments Private Limited Building No. 7A, DLF Cyber City, Phase- III, Sector - 25A, Gurgaon, Haryana, India- 122002	U31200HR2010PTC041758	Immediate Holding	68.54	2(46)
2	GE Grid Alliance B.V. Bergschot 69/2, Breda, The Netherlands - 4817 PA	Not Applicable	Intermediate Holding	6.46	2(46)
3	ALSTOM BV Bergschot 69/2, Breda, The Netherlands -4817 PA	Not Applicable	Intermediate Holding	Â	2(46)
4	GE Albany Global Holdings B.V, Bergschot 69/2, Breda, The Netherlands -4817 PA	Not Applicable	Intermediate Holding	Â	2(46)
5	General Electric Company 41 Farnsworth Street, Boston, United States of America - 02210	Not Applicable	Ultimate Holding	Â	2(46)

 

Name and Description of main products/ services NIC Code of the main product / service		% to total turnover of the Company
Switchgear all types, Control Panels, PowerTransformers Electrical Substation projects and Services	271	100%
Â	Â	Â

IV. SHAREHOLDING PATTERN (equity share capital breakup as percentage of total equity)

i) Category-wise Share Holding

Category of Shareholders	No. of shares held at the beginning of the year (April 1,2018)				No. of shares held at the end of the year (March 31, 2019)				% Change during the year
	Demat	Physical	Total	%of Total shares	Demat	Physical	Total	%of Total shares
A. Promoters	Â
(1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a. Individual/ HUF	Â	Â	Â	Â	Â	Â	Â	Â	Â
b. Central Govt.	Â	Â	Â	Â	Â	Â	Â	Â	Â
c. State Govt.(s)	Â	Â	Â	Â	Â	Â	Â	Â	Â
d. Bodies Corp.	175,492,524	-	175,492,524	68.54	175,492,524	-	175,492,524	68.54	-
e. Banks/FI	-	-	-	-	-	-	-	-	-
f. Any Other	-	-	-	-	-	-	-	-	-
Sub Total A(l):-	175,492,524	Â	175,492,524	68.54	175,492,524	-	175,492,524	68.54	Â
(2) Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
a. NRIs-lndividuals	-	-	-	-	-	-	-	-	-
b. Other Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
c. Bodies Corporate	16,542,377	Â	16,542,377	6.46	16,542,377	Â	16,542,377	6.46	0.00
d. Banks/FI	-	-	-	-	-	-	-	-	-
e. Any other	Â	Â	Â	Â	Â	Â	Â	Â	Â
Sub Total A(2):-	16,542,377	Â	16,542,377	6.46	16,542,377	-	16,542,377	6.46	0.00
Total shareholding of promoter (A)=(A)(1)+ (A)(2)	192,034,901	Â	192,034,901	75.00	192,034,901	Â	192,034,901	75.00	0.00
B. Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1. Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a. Mutual funds	32,055,914	0	32,055,914	12.52	30,756,258	0	30,756,258	12.01	-0.51
b. Banks/FI	38,091	2,785	40,876	0.02	26,315	2,785	29,100	0.01	-0.01
c. Central Govt	0	0	0	0.00	0	0	0	0.00	0.00
d. State Govt(s)	0	605	605	0.00	0	605	605	0.00	0.00
e. Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
f. Insurance Companies	6,386,187	0	6,386,187	2.49	5,995,442	0	5,995,442	2.34	-0.15
g. Flls/FPIs	4,525,082	0	4,525,082	1.77	7,109,526	0	7,109,526	2.78	1.01
h. UTI	-	-	-	-	-	-	-	-	-
i. Foreign Venture Capital Funds	Â	Â	Â	Â	Â	Â	Â	Â	Â
j. Others (specify)	-	-	-	-	-	-	-	-	-
Sub-Total (B) (1)	43,005,274	3,390	43,008,664	16.80	43,887,541	3,390	43,890,931	17.14	0.34
2. Non-institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a. Bodies Corporate	Â	Â	Â	Â	Â	Â	Â	Â	Â
i. Indian	758,882	52,545	811,427	0.32	760,949	52,545	813,494	0.32	0.00
ii. Overseas	Â	Â	Â	Â	Â	Â	Â	Â	Â

 

Category of Shareholders	No. of shares held at the beginning of the year (April 1,2018)				No. of shares held at the end of the year (March 31, 2019)				% Change during the year
	Demat	Physical	Total	% of Total shares	Demat	Physical	Total	% of Total shares
b. Individuals
i. Individual shareholders holding nominal share capital upto Rs 1 lakh	12,590,020	2,666,639	15,256,659	5.96	12,314,474	2,309,772	14,624,246	5.71	-0.25
ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh	1,793,135	0	1,793,135	0.70	2,530,332	0	2,530,332	0.99	0.29
c. Others (specify)
i) NRI	571,952	62,460	634,412	0.25	684,838	48,660	733,498	0.28	0.03
ii) Foreign National	0	0	0	0.00	0	0	0	0.00	0.00
iii) Trust	1,165,573	0	1,165,573	0.45	12	0	12	0.00	-0.45
iv) Clearing Member	212,316	0	212,316	0.08	175,944	0	175,944	0.07	-0.01
v) IEPF	1,129,448	0	1,129,448	0.44	1,243,177	0	1,243,177	0.49	0.05
Sub total (B)(2)	18,221,326	2,781,644	21,002,970	8.20	17,709,726	2,410,977	20,120,703	7.86	-0.34
Total Public Shareholding (B)=(B)(1) + (B)(2)	61,226,600	2,785,034	64,011,634	25.00	61,597,267	2,414,367	64,011,634	25.00	0.00
TOTAL (A)+(B)	253,261,501	2,785,034	256,046,535	100.00	253,632,168	2,414,367	256,046,535	100.00	0.00
C. Shares held by Custodian for GDRs & ADRs	Â	Â	Â	Â	Â	Â	Â	Â	Â
Grand Total (A+B+C)	253,261,501	2,785,034	256,046,535	100.00	253,632,168	2,414,367	256,046,535	100.00	0.00

(ii) Shareholding of Promoters

Shareholder's Name	Shareholding at the beginning of the year (April 1, 2018)			Shareholding at the end of the year (March 31, 2019)			% change in shareholding during the year
	No. of shares	% of total shares of the Company	% of shares pledged/ encumbered to total shares	No. of shares	% of total shares of the Company	% of shares pledged/ encumbered to total shares
1. Grid Equipments Private Limited	175,492,524	68.54	Nil	175,492,524	68.54	Nil	Nil
2. GE Grid Alliance B.V.	16,542,377	6.46	Nil	16,542,377	6.46	Nil	Nil
Total	192,034,901	75.00	Nil	192,034,901	75.00	Nil	Nil

(iii) Change in Promoters' Shareholding

Not applicable as there was no change in the Promoter's Shareholding during the year.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs):

S. Name No.	No. of shares at the beginning (April 1, 2018)	% of total shares of the Company	Date of increase/ decrease in shareholding	Increase/ Decrease in shareholding (As per weekly benpos)	% change	Reason	Cumulative Shareholding during the year (April 1, 2018 to March 31, 2019)
							No. of shares	% of total shares of the Company
1. Reliance Capital Trustee Company Limited A/C Through its Various Schemes	22744748	8.88	April 1,2018	Â	Â	Â	22744748	8.88
	Â	Â	April 6, 2018	150000	0.06	Transfer	22894748	8.94
	Â	Â	May 11, 2018	1145800	0.45	Transfer	24040548	9.39
	Â	Â	May 18, 2018	28372	0.01	Transfer	24068920	9.40
	Â	Â	June 1,2018	(6360)	0.00	Transfer	24062560	9.40
	Â	Â	June 8, 2018	15164	0.01	Transfer	24077724	9.40
	Â	Â	June 15, 2018	9146	0.00	Transfer	24086870	9.41
	Â	Â	June 22, 2018	(40038)	(0.02)	Transfer	24046832	9.39
	Â	Â	June 29, 2018	(79258)	(0.03)	Transfer	23967574	9.36
	Â	Â	July 6, 2018	(110624)	(0.04)	Transfer	23856950	9.32
	Â	Â	July 13, 2018	25000	0.01	Transfer	23881950	9.33
	Â	Â	July 18, 2018	101155	0.04	Transfer	23983105	9.37
	Â	Â	July 20, 2018	(1104019)	(0.43)	Transfer	22879086	8.94
	Â	Â	July 27, 2018	1011926	0.40	Transfer	23891012	9.33
	Â	Â	August 3, 2018	(242907)	(0.09)	Transfer	23648105	9.24
	Â	Â	August 24, 2018	(44380)	(0.02)	Transfer	23603725	9.22
	Â	Â	August 31, 2018	100000	0.04	Transfer	23703725	9.26
	Â	Â	September 7, 2018	16663	0.01	Transfer	23720388	9.26
	Â	Â	September 14, 2018	31800	0.01	Transfer	23752188	9.28
	Â	Â	September 21, 2018	25000	0.01	Transfer	23777188	9.29
	Â	Â	September 28, 2018	92104	0.04	Transfer	23869292	9.32
	Â	Â	October 5, 2018	54807	0.02	Transfer	23924099	9.34
	Â	Â	October 12, 2018	27617	0.01	Transfer	23951716	9.35
	Â	Â	October 19, 2018	50000	0.02	Transfer	24001716	9.37
	Â	Â	November 30, 2018	180565	0.07	Transfer	24182281	9.44
	Â	Â	December 14, 2018	23294	0.01	Transfer	24205575	9.45
	Â	Â	December 21, 2018	67935	0.03	Transfer	24273510	9.48
	Â	Â	December 28, 2018	45190	0.02	Transfer	24318700	9.50
	Â	Â	December 31, 2018	6500	0.00	Transfer	24325200	9.50
	Â	Â	January 4, 2019	30688	0.01	Transfer	24355888	9.51
	Â	Â	January 11, 2019	59917	0.02	Transfer	24415805	9.54
	Â	Â	February 1, 2019	19159	0.01	Transfer	24434964	9.54
	Â	Â	February 8, 2019	24413	0.01	Transfer	24459377	9.55
	Â	Â	February 15, 2019	60600	0.02	Transfer	24519977	9.58
	Â	Â	February 22, 2019	33039	0.01	Transfer	24553016	9.59
	Â	Â	March 1,2019	73234	0.03	Transfer	24626250	9.62
	Â	Â	March 8, 2019	4060	0.00	Transfer	24630310	9.62
	Â	Â	March 15, 2019	21453	0.01	Transfer	24651763	9.63
	Â	Â	March 22, 2019	160	0.00	Transfer	24651923	9.63
	Â	Â	March 29, 2019	2966	0.00	Transfer	24654889	9.63
	Â	Â	March 31, 2019	Â	Â	Â	24654889	9.63

 

S. Name No.	No. of shares at the beginning (April 1, 2018)	% of total shares of the Company	Date of increase/ decrease in shareholding	Increase/ Decrease in shareholding (As per weekly benpos)	% change	Reason	Cumulative Shareholding during the year( April 1, 2018 to March 31, 2019)
							No. of shares	% of total shares of the Company
2 SBI Mutual Fund Through Its Various Schemes	6719416	2.62	April 1,2018	Â	Â	Â	6719416	2.62
	Â	Â	April 6, 2018	(11000)	(0.00)	Transfer	6708416	2.62
	Â	Â	May 11, 2018	(1145749)	(0.45)	Transfer	5562667	2.17
	Â	Â	August 3, 2018	(228871)	(0.09)	Transfer	5333796	2.08
	Â	Â	August 10, 2018	(135752)	(0.05)	Transfer	5198044	2.03
	Â	Â	August 17, 2018	(85678)	(0.03)	Transfer	5112366	2.00
	Â	Â	August 31, 2018	(302882)	(0.12)	Transfer	5415248	2.11
	Â	Â	September 7, 2018	(198624)	(0.08)	Transfer	4610860	1.80
	Â	Â	October 5, 2018	1434	0.00	Transfer	4612294	1.80
	Â	Â	October 12, 2018	(200172)	(0.08)	Transfer	4412122	1.72
	Â	Â	October 19, 2018	(58402)	(0.02)	Transfer	4353720	1.70
	Â	Â	October 26, 2018	24	0.00	Transfer	4353744	1.70
	Â	Â	January 18, 2019	(21709)	(0.01)	Transfer	4332035	1.69
	Â	Â	January 25, 2019	(451565)	(0.18)	Transfer	3880470	1.52
	Â	Â	February 8, 2019	(121645)	(0.05)	Transfer	3758825	1.47
	Â	Â	March 15, 2019	(692019)	(0.27)	Transfer	3066806	1.20
	Â	Â	March 22, 2019	693000	0.27	Transfer	3759806	1.47
	Â	Â	March 31, 2019	Â	Â	Â	3759806	1.47
3 The New India Assurance Company Limited	3839079	1.50	April 1,2018	Â	Â	Â	3839079	1.50
	Â	Â	January 18, 2019	(29872)	(0.01)	Transfer	3809207	1.49
	Â	Â	March 31, 2019	Â	Â	Â	3809207	1.49
4 UTI-MNCFund2	2121033	0.83	April 1,2018	Â	Â	Â	2121033	0.83
	Â	Â	April 6, 2018	3989	0.00	Transfer	2125022	0.83
	Â	Â	April 13, 2018	20355	0.01	Transfer	2145377	0.84
	Â	Â	April 20, 2018	24160	0.01	Transfer	2169537	0.85
	Â	Â	April 27, 2018	25686	0.01	Transfer	2195223	0.86
	Â	Â	May 4, 2018	2956	0.00	Transfer	2198179	0.86
	Â	Â	May 11, 2018	29499	0.01	Transfer	2227678	0.87
	Â	Â	May 18, 2018	34643	0.01	Transfer	2262321	0.88
	Â	Â	August 10, 2018	(36000)	(0.01)	Transfer	2226321	0.87
	Â	Â	August 17, 2018	(6974)	(0.00)	Transfer	2219347	0.87
	Â	Â	August 31, 2018	(2098)	(0.00)	Transfer	2217249	0.87
	Â	Â	September 14, 2018	(19063)	(0.01)	Transfer	2198186	0.86
	Â	Â	January 11, 2019	(33161)	(0.01)	Transfer	2165025	0.85
	Â	Â	March 31, 2019	Â	Â	Â	2165025	0.85
5 General Insurance Corporation Of India	1901000	0.74	April 1,2018	Â	Â	Â	1901000	0.74
	Â	Â	August 10, 2018	(26568)	(0.01)	Transfer	1874432	0.73
	Â	Â	August 17, 2018	(23432)	(0.01)	Transfer	1851000	0.72
	Â	Â	November 2, 2018	(11404)	(0.00)	Transfer	1839596	0.72
	Â	Â	November 9, 2018	(41364)	(0.02)	Transfer	1798232	0.70
	Â	Â	November 16, 2018	(63740)	(0.02)	Transfer	1734492	0.68
	Â	Â	November 23, 2018	(39062)	(0.02)	Transfer	1695430	0.66
	Â	Â	November 30, 2018	(138355)	(0.05)	Transfer	1557075	0.61
	Â	Â	December 7, 2018	(9564)	(0.00)	Transfer	1547511	0.60
	Â	Â	March 31, 2019	Â	Â	Â	1547511	0.60

 

S. Name No.	No. of shares at the beginning (April 1, 2018)	% of total shares of the Company	Date of increase/ decrease in shareholding	Increase/ Decrease in shareholding (As per weekly benpos)	% change	Reason	Cumulative Shareholding during the year (April 1, 2018 to March 31, 2019)
							No. of shares	% of total shares of the Company
6 Rohini Nilekani	1500346	0.59	April 1,2018	Â	Â	Â	1500346	0.59
	Â	Â	August 31, 2018	200000	0.08	Transfer	1700346	0.66
	Â	Â	September 7, 2018	200000	0.08	Transfer	1900346	0.74
	Â	Â	September 14, 2018	18052	0.01	Transfer	1918398	0.75
	Â	Â	October 12, 2018	200000	0.08	Transfer	2118398	0.83
	Â	Â	March 31. 2019	Â	Â	Â	2118398	0.83
7 The Master Trust Bank Of Japan, Ltd. As Trustee Of Nissay India Equity Selection Mother Fund	1159608	0.45	April 1,2018	Â	Â	Â	1159608	0.45
	Â	Â	April 27, 2018	6320	0.00	Transfer	1165928	0.46
	Â	Â	May 4, 2018	4141	0.00	Transfer	1170069	0.46
	Â	Â	May 11, 2018	6348	0.00	Transfer	1176417	0.46
	Â	Â	May 18, 2018	10038	0.00	Transfer	1186455	0.46
	Â	Â	May 25, 2018	5767	0.00	Transfer	1192222	0.47
	Â	Â	June 15, 2018	14638	0.01	Transfer	1206860	0.47
	Â	Â	June 22, 2018	7901	0.00	Transfer	1214761	0.47
	Â	Â	June 29, 2018	96671	0.04	Transfer	1311432	0.51
	Â	Â	July 6, 2018	44592	0.02	Transfer	1356024	0.53
	Â	Â	July 13, 2018	16823	0.01	Transfer	1372847	0.54
	Â	Â	July 18, 2018	22493	0.01	Transfer	1395340	0.54
	Â	Â	July 20, 2018	10936	0.00	Transfer	1406276	0.55
	Â	Â	July 27, 2018	29441	0.01	Transfer	1435717	0.56
	Â	Â	August 3, 2018	177293	0.07	Transfer	1613010	0.63
	Â	Â	August 10, 2018	369876	0.14	Transfer	1982886	0.77
	Â	Â	August 17, 2018	110135	0.04	Transfer	2093021	0.82
	Â	Â	January 25, 2019	(7439)	(0.00)	Transfer	2085582	0.81
	Â	Â	February 1, 2019	(23753)	(0.01)	Transfer	2061829	0.81
	Â	Â	February 8, 2019	(20748)	(0.01)	Transfer	2041081	0.80
	Â	Â	February 15, 2019	(147156)	(0.06)	Transfer	1893925	0.74
	Â	Â	February 22, 2019	(35079)	(0.01)	Transfer	1858846	0.73
	Â	Â	March 1, 2019	(13624)	(0.01)	Transfer	1845222	0.72
	Â	Â	March 8, 2019	(16378)	(0.01)	Transfer	1828844	0.71
	Â	Â	March 15, 2019	(30764)	(0.01)	Transfer	1798098	0.70
	Â	Â	March 22, 2019	(27765)	(0.01)	Transfer	1770333	0.69
	Â	Â	March 29, 2019	(34688)	(0.01)	Transfer	1735645	0.68
	Â	Â	March 31, 2019	Â	Â	Â	1735645	0.68
8 Ishares Core Emerging Markets Mauritius Co	959273	0.37	April 1,2018	Â	Â	Â	959273	0.37
	Â	Â	April 6, 2018	9408	0.00	Transfer	968681	0.38
	Â	Â	April 13, 2018	8064	0.00	Transfer	976745	0.38
	Â	Â	April 20, 2018	11424	0.00	Transfer	988169	0.39
	Â	Â	April 27, 2018	6720	0.00	Transfer	994889	0.39
	Â	Â	July 20, 2018	2688	0.00	Transfer	997577	0.39
	Â	Â	July 27, 2018	12895	0.01	Transfer	1010472	0.39
	Â	Â	August 3, 2018	31151	0.01	Transfer	1041623	0.41
	Â	Â	August 10, 2018	6705	0.00	Transfer	1048328	0.41
	Â	Â	August 31, 2018	7436	0.00	Transfer	1055764	0.41
	Â	Â	September 7, 2018	2704	0.00	Transfer	1058468	0.41
	Â	Â	September 28, 2018	3380	0.00	Transfer	1061848	0.41
	Â	Â	October 5, 2018	5408	0.00	Transfer	1067256	0.42
	Â	Â	November 9, 2018	3265	0.00	Transfer	1070521	0.42

 

S. Name No.	No. of shares at the beginning (April 1, 2018)	% of total shares of the Company	Date of increase/ decrease in shareholding	Increase/ Decrease in shareholding (As per weekly benpos)	% change	Reason	Cumulative Shareholding during the year ( April 1, 2018 to March 31, 2019)
							No. of shares	% of total shares of the Company
Â	Â	Â	November 16, 2018	18367	0.01	Transfer	1088888	0.43
	Â	Â	November 23, 2018	22308	0.01	Transfer	1111196	0.43
	Â	Â	November 30, 2018	11492	0.00	Transfer	1122688	0.44
	Â	Â	December 7, 2018	27169	0.01	Transfer	1149857	0.45
	Â	Â	December 14, 2018	3927	0.00	Transfer	1153784	0.45
	Â	Â	December 21, 2018	1352	0.00	Transfer	1155136	0.45
	Â	Â	January 11, 2019	16407	0.01	Transfer	1171543	0.46
	Â	Â	January 18, 2019	18173	0.01	Transfer	1189716	0.46
	Â	Â	January 25, 2019	26634	0.01	Transfer	1216350	0.48
	Â	Â	February 1, 2019	16080	0.01	Transfer	1232430	0.48
	Â	Â	February 8, 2019	(118706)	(0.05)	Transfer	1113724	0.43
	Â	Â	February 15, 2019	6525	0.00	Transfer	1120249	0.44
	Â	Â	February 22, 2019	(4693)	(0.00)	Transfer	1115556	0.44
	Â	Â	March 1,2019	(8920)	(0.00)	Transfer	1106636	0.43
	Â	Â	March 8, 2019	(19226)	(0.01)	Transfer	1087410	0.42
	Â	Â	March 22, 2019	1140	0.00	Transfer	1088550	0.43
	Â	Â	March 29, 2019	1710	0.00	Transfer	1090260	0.43
	Â	Â	March 31, 2019	Â	Â	Â	1090260	0.43
9 Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds	854541	0.33	April 1,2018	Â	Â	Â	854541	0.33
	Â	Â	March 31, 2019	Â	Â	Â	854541	0.33
10 Vanguard Total International Stock Index Fund	748110	0.29	April 1,2018	Â	Â	Â	748110	0.29
	Â	Â	October 26, 2018	80000	0.03	Transfer	828110	0.32
	Â	Â	March 31, 2019	Â	Â	Â	828110	0.32
11 HDFC Through its Various Schemes1	550733	0.22	April 1,2018	Â	Â	Â	550733	0.22
	Â	Â	March 31, 2019	Â	Â	Â	550733	0.22

'Ceased to be in the list of top ten shareholders as on March 31, 2019. The same is reflected above since the shareholder was one of the top ten shareholders as on April 1,2018.

2 Not in the list of top ten shareholders as on April 1, 2018. The same is reflected above since the shareholder was one of the top ten shareholders as on March 31, 2019.

(v) Shareholding of Directors and Key Managerial Personnel:

None of the Directors and Key Managerial Personnel of the Company were holding shares in the Company at the beginning of the year, during the year and at the end of the year.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs Million)
Â	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i. Principal Amount	-	1000.0	-	1000.0
ii. Interest due but not paid	Â	-		Â
iii. Interest accrued but not due	Â	3.7	-	3.7
Total (i+ii+iii)	-	1003.7	-	1003.7
Change in Indebtedness during the financial year
• Addition	Â	24805.3	-	24805.3
• Reduction	Â	25000.0	Â	25000.0
Net Change	-	(194.7)	-	(194.7)
Indebtedness at the end of the financial year
i. Principal Amount	Â	805.3	Â	805.3
ii. Interest due but not paid	-	-		Â
iii. Interest accrued but not due	Â	4.1	-	4.1
Total (i+ii+iii)	Â	809.4	-	809.4

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director (MD), Whole-Time Directors (WTD) and/or Manager:

Â				(In Rs)
S. No.	Particulars of Remuneration	Name of the MD/WTD/Manager			Total Amount
		Mr. Sunil Wadhwa	Mr. Gaurav Manoher Negi	Mr. Nagesh Tilwani
1.	Gross salary	26,673,645	20,793,831	9,511,398	57,224,110
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	Â	Â	Â	Â
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	256,036	16,278	232,956	260,034
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	Â	Â	-
2.	Stock Option	Â	Â	Â	Â
3.	Sweat Equity	Â	Â	Â	Â
4.	Commission (as % of profits, others)	Â	Â	Â	Â
5.	Others, (Retiral Benefits)	1,008,600	1,034,051	554,953	2,597,604
6.	Total(A)	27,938,281	21,844,159	10,299,307	60,081,747
Ceiling as per the Act (being 10% of the net profits of the Company calculated as per Section 198 of the 344.6 Million Companies Act, 2013)

B. Remuneration to Other Directors:

Â			Â	Â	(In Rs)
s.No.	Particulars of Remuneration	Name of the Directors				Total Amount
1	Independent Directors	Mr. Rakesh Nath	Mr. Bhanu Bhushan	Dr. Kirit S. Parikh	Ms. Neera Saggi
	Fee for attending Board/ committee meetings	1,340,000	1,200,000	1,460,000	1,300,000	5,300,000
	Commission	1,500,000	1,500,000	1,500,000	1,500,000	6,000,000
	Others	Nil	Nil	Nil	Nil	Nil
	Total (1)	2,840,000	2,700,000	2,960,000	2,800,000	11,300,000
2	Other Non-Executive Directors	Mr. Stephane Cai	Â	Â	Â	Â
	Fee for attending Board/ committee meetings	Nil	Â	Â	Â	Nil
	Commission	Nil	Â	Â	Â	Nil
	Others	Nil	Â	Â	Â	Nil
	Total (2)	Nil	Â	Â	Â	Nil
	Total (B) = (1+2)	Â	Â	Â	Â	11,300,000
	Total Managerial Remuneration (A+B)	Â	Â	Â	Â	71,381,747
Overall ceiling as per the Act (being 11% of the net profits of the Company calculated as per section 198 of the 379 Million Companies Act, 2013)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

(In Rs)

S. No.	Particulars of Remuneration	Name of Key Managerial Personnel
	Â	Mr. Manoj Prasad Singh
Â	Â	Company Secretary

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

There have been no penalties/punishments/compounding of offences under Companies Act, 2013.

1	Gross salary	Â
	a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	4,433,192
	b) Value of perquisites u/s 17(2) Income-tax Act, 1961	114,744
	c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	Â
2	Stock Option	Â
3	Sweat Equity	Â
4	Commission (as % of profit, others)	Â
5	Others (Retiral Benefits)	417,104
Â	Total	4,965,039

"ANNEXURE F" TO THE DIRECTORS' REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(Particulars under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014)

A CONSERVATION OF ENERGY

1. Vadodara Unit

(i) The steps taken or impact on conservation of energy

In 500KW Vapour Phased Drying Oven water cooled Vacuum pump replaced with Air cooled Vacuum pump saving electricity cost by W.5 million per annum

Replaced Water cooled pump with Air cooled Vacuum pump in 3 Water filtration plant saving electricity cost by Rs 0.6 million per annum

Replaced High Watts Metal Halide lamp with Low Watts LED lights in Test Lab, Core Shop, Admin block, Periphery area

Excrete water of RO system utilized for toilet flushing saving 108 kilo litre of Raw water/Annum

High Volume Low Speed Fan installed in Tanking Area as alternate for High Wattage Air Handling unit

Motion sensor has been installed in toilet to save electricity

Air leak reduction in Capacitor bank station by upgrading Pneumatic line PU pipe

Tree plantation to increase facility green belt area.

(ii) The steps taken by the Company for utilizing alternate sources of energy

Treated water from Sewage Treatment Plant (STP) used for gardening and fire hydrant system saving raw water consumption by 25,000 litre per annum Solar system installation evaluation in progress.

(iii) The capital investment on energy conservation equipment Rs 3.2 Million for LED Lights & Air-cooled Pump.

2. Naini Unit

(i) The steps taken or impact on conservation of energy

High wattage HPMV lamps replaced by low wattage LED lights in winding shop, UHV Lab,

Canteen and for street illumination which shall reduce power consumption approximately 1,30,000 kWh per annum and thus a saving of Rs 1.2 million per annum.

Motion Sensors installed at places to avoid undue illumination.

Lime coating on the office roofs to reduce AC load.

(ii) The steps taken by the Company for utilising alternate sources of energy Drinking water RO units execrated water used in Gardening.

(iii) The capital investment on energy conservation equipment

Nil

3. Pallavaram Unit

(i) The steps taken or impact on conservation of energy 400 number of Conventional fluorescent tubes replaced by LED lamps resulting in power savings 80,000 Units per year.

(ii) The steps taken by the Company for utilising alternate sources of energy 0.30 MW of roof top solar panels installed on Opex model in collaboration with TATA Solar power and awaiting Utility approval for consumption.

(iii) The capital investment on energy conservation equipments

Capital investment of approximately Rs 1.0 million used for the installation of LED lamps (as mentioned above)

4. Hosur Unit

(i) The steps taken or impact on conservation of energy

Replacement of Metal Halide and CFL lights with LED bulbs leading to annual savings of Rs 0.5 million and 60MWh

Lightweight Aluminium Alloy blowers installed in Ovens leading to reduced power requirement with an annual savings of 24 MWh.

Based on an audit on Air compressor pipelines, leaks found were arrested in the pneumatic network. Only one of the two compressors are being alternatively used now leading to substantial savings.

Optimized use of ovens and autoclaves to reduce the energy consumption.

Based on the walk-through audit, initiation on arresting of heat loss due to leaks in ovens doors initiated.

(ii) The steps taken by the Company for utilising alternate sources of energy Solar natural light being used by using transparent roof sheets in the morning and afternoon time in the shop-floors. More than 5% of the roof is with translucent sheets.

Roof-Top Solar Energy Generation Project of 832 kWp initiated and will be completed in 2018-19.

(iii) The capital investment on energy conservation equipments

Rs 0.8 million

5. Padappai Unit

(i) The steps taken or impact on conservation of energy

Solar street light provided at 4 nodal corners.

The energy conservative measures taken during 2016-17 is fetching consistent results for 2 years in a row and given saving of 5% per year aggregate. The diesel cost incurred during 2018 is 11% less when compared to 2017.

Over 100 new saplings new sapling planted and aggregate of 10% increase in the plant green coverage.

(ii) The steps taken by the Company for utilizing alternate sources of energy

Solar street light provided at 4 nodal corners.

(iii) The capital investment on energy conservation equipment

Investment made for Natural lighting - Rs 0.17 million.

B TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption& development

For Power Transformer range of 765 kV & 400 kV Lead exit assembly system implemented with in-house design resulting in improved quality, reduced insulation weight, simplified supply chain and cost optimization resulting in lesser use of natural resources.

Successful delivery of the first 220kV digital Substation of India.

Release of 30% space in EHV circuit breaker line at Padapai site by implementation of "Mix Model Single Line" for product type GL309/GL312 & GL314 by work stations simplification using 3P methodology.

Brilliant Factory Initiative: Lean

1) Continuous impact focused action workouts conducted.

Value stream mapping carried out in CT & CVT sections and improvement actions identified. Continual efforts being made to reduce manufacturing as well as Wall to Wall lead times.

Good reduction of lead times realised in both CT (Manufacturing LT from 84 days to 67 days, Wall to wall LT from 237 days to 172 days) & CVT (Manufacturing LT from 60 days to 37 days, Wall to wall LT from 228 days to 166 days).

Implementation of Digital tools in like Material optimization suite (MOS), E - Andon, Digital reactivity board, GE Operating Standard (GEOS) has contributed in dynamic monitoring of supply chain KPIs.

Lean Six Sigma Process improvement projects contributing to significant operational performance improvement were successfully executed

High level of employee engagement initiatives like Team touch point review, E Eureka -employee suggestion scheme, Expert Talk, 5S Award scheme for manufacturing lines, Safety day celebrations, Quality week celebration etc.

2) Structured KAIZEN program deployed

Suggestion scheme relaunched to generate ideas and realise incremental improvements.

Continuous improvement culture with emphasis on problem solving capabilities enhanced.

Brilliant Factory Initiative: Digital

1) Introduced digital operating standards tool for monitoring the key performance indicators: Safety, Quality, Delivery, Inventory at Cell, Plant and Business Level.

Real time information flow is supporting to KPI improvements across the plant.

Deployment of Lean initiatives continued, resulting in significant improvement of maturity on lean manufacturing and digital initiatives contributing to operational improvement.

Implementation of one moving line, Dynamic Kitting, Test equipment's Automation

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution etc.

Cost out actions leading to optimised 400 kV CT& CVT versions industrialised.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

For details regarding imported technology and status regarding their absorption, please see the Schedule annexed hereto

C FOREIGN EXCHANGE EARNINGS

Foreign Exchange earned (in terms of actual inflow): Rs 5,928.3 million

Foreign Exchange outgo (in terms of actual outflow): Rs 9,191.8 million

Â	Â	For and on behalf of the Board
Â	Sunil Wadhwa	Gaurav M. Negi
Place : Noida	Managing Director	Whole-time Director & Chief Financial Officer
Date: May 22, 2019	DIN: 00259638	DIN : 02835748

Schedule with reference to B (iii)

Technology	Year of Import	Status of absorption
World's largest Wide Area Monitoring system under implementation-system provides complete observability of Indian Power system in real-time & On-line Analytics for dynamic behavior assessment	2016-17	Fully absorbed
Intelligent Line Monitoring System (ILMS) Dynamic Line Rating Application	2017-18	Fully absorbed
Full Digital Substation Project with Process Bus Technology Substation fully absorbed and energised	2017-18	Fully absorbed
400kV Digital Bay with Digital Instrument Transformer	2017-18	Under Absorption
Travelling Wave Fault Locator; Transmission Line Fault Location detection.	2017-18	Fully absorbed
Greenfield Digital Substation Solution on Process Bus, IEC61850 Ed2.0, based on Merging Unit Concept	2017-18	Fully absorbed
Pilot Smart Grid Project with State Utility HPSEB	2017-18	Fully absorbed
3 phase reactors with external tie rod arrangement for optimized losses	2017-18	Fully absorbed
Distribution Management System	2017-18	Fully absorbed
800KV CIS with & without PIR in Industrialized at Padappai	2017-18	Fully absorbed
Track Side Transformer upto 220kV	2018-19	Under Absorption

(iv) The expenditure incurred on Research and Development

i) Capital	:Nil
ii) Recurring	:Rs. 173.8 million
iii) Total	:Rs 173.8 million
iv) Total R&D expenditure	Â
as % on turnover	: 0.4%

"ANNEXURE G" TO THE DIRECTORS' REPORT

FORM NO. MR-3: SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31,2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

GET&D INDIA LIMITED

(Formerly known as Alstom T & D India Limited)

CIN: L31102DL1957PLC193993

Registered Office Address: - A-18, First Floor,

Okhla Industrial Area, Phase II,

New Delhi- 110020

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GE T&D INDIA LIMITED (Formerly known as Alstom T & D India Limited) (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of: -

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(d) The Securities and Exchange Board of India (Issue of Capi tal and Disclosure Requirements) Regulations, 2018; -Not Applicable

(e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not Applicable

(f) The Securities and Exchange Board of India (Issue and Listing of Debt securities) Regulations, 2008;- Not Applicable

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity shares) Regulations, 2009;

(i) The Securities and Exchange Board of India (Buy back of securities) Regulations, 2018; - Not Applicable

(vi) The Company has identified following laws applicable specifically to the Company:

1. The Industrial (Development and Regulation) Act, 1951;

2. The Factories Act, 1948 & Central Rules or concerned State Rules, made thereunder;

3. The Environment (Protection) Act, 1986;

4. The Water (Prevention and Control of Pollution) Act, 1974 & Central Rules/concerned state rules;

5. The Air (Prevention and Control of Pollution) Act, 1981 & Central Rules/concerned state rules;

6. The Hazardous Wastes (Management and Handling) Rules, 1989;

7. The Manufacturing, Storage and Import of Hazardous Chemicals Rules, 1989;

8. The Boilers Act, 1923 and read with Indian Boilers Regulation 1950;

We have also examined compliance with the applicable provisions of the following:-

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited, National Stock Exchange of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Standards and Guidelines etc. mentioned above.

We further report that the Board of Directors of the Company has been duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least  seven days in advance and in case of shorter notice, compliance as required under the Act has been made by the Company and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out with requisite majority of the members of the Board or committees as the case may be. Further there is no case of views of the dissenting members as per the recordings in the minutes of the meetings of the Board or Committee(s) thereof.

We further report that there are adequate systems and process in the company commensurate with the size and operations of the company to monitor and ensure compliances with the applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company has the following events/actions in pursuance of the above referred laws, rules, regulations, standards & guidelines:

During the period under review the Company has voluntarily delisted its shares from Calcutta Stock Exchange w.e.f 21st February ,2019

For VKC & Associates

(Company Secretaries)

CS Mohit K Dixit

Partner

Date: May 22, 2019 ACS No. 49021

Place: New Delhi C P No. 17827

Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

ANNEXURE A

To

The Members,

GET&D INDIA LIMITED

CIN: L31102DL1957PLC193993

Registered Office Address: - A-18, First Floor,

Okhla Industrial Area, Phase II,

New Delhi -110020.

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For VKC & Associates

(Company Secretaries)

 

CS Mohit K Dixit

Partner

Date: May 22, 2019 ACS No. 49021

Place: New Delhi C P No. 17827

 

---

Mar 31, 2018

DIRECTORS’ REPORT

The Directors are pleased to present the sixty-second annual report together with the audited financial statements of the Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS

(RS, millions)

Particulars	Year ended	Year ended
	March 31, 2018	March 31, 2017
Sales and Services (Net)	43,858	42,596
Operating Profit before Finance Cost	4,071	921
(As percentage of gross sales)	9%	2.2%
Finance Cost	883	1,654
Profit Before Tax	3,188	(733)
Tax Expense	1,100	134
Other Comprehensive Income net of Tax	30	(40)
Total comprehensive income / (expense) after tax	2,118	(907)
Balance brought forward from previous year	6,296	7,717
Profit available for appropriations	8,383	6,850
Appropriations
Proposed Dividend	461	461
Corporate Dividend Tax	94	94
Balance carried forward	7,829	6,295

Financial results for the year ended March 31, 2018 are in compliance with the Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND

The Company has a Dividend Distribution Policy in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on the Company’s website at http://www.ge.com/in/ge-td-india-limited.

Your Directors take pleasure in recommending a dividend of 90% (RS, 1.80 per share) for every equity share of face value of RS, 2/- each, for the financial year ended March 31, 2018.

During the year 2017-18, India’s overall GDP growth was seen decelerating to 6.5% but is expected to rise to 7-7.5% in 2018-19. This is primarily due to landmark reforms undertaken by the Government in 2017. The transformational Goods and Services Tax (GST) was launched at the stroke of midnight on July 1, 2017. The long-festering Twin Balance Sheet (TBS) problem was decisively addressed by sending the major stressed companies for resolution under the new Indian Bankruptcy Code and implementing a major recapitalization package to strengthen the public- sector banks.

The Power sector today is struggling with 70GW of stranded assets due to lack of PPA and coal linkages. This has significantly slowed down the investments in ultra-high thermal capacity addition. However, this phenomenon has been largely balanced by the continuing investments in the renewable -Solar & Wind space. This shift in generation fuel has also impacted the changing dynamics of transmission and distribution space. As a result, the EHV grid investments of 800kV are now gradually moving towards sub-transmission grids of 220kV and below. This change in voltage profile of the grid demands a new range of product and project solutions in the market.

In recent years, India has been witnessing falling solar tariffs. While this has a positive impact on the cost of procuring power, it has also initiated certain discussions about renegotiation of already signed power purchase agreements (PPAs) by certain states. Parallelly, the Solar developers were also dealing with the revised tax imposed on Solar panels which resulted in supply chain issues and subsequent project delays by the developers. Due to this uncertain environment, the solar capacity addition during the year fell significantly. However, the overall capacity addition plan is on track and expected to see more momentum in 2018-19.

During the year, Government of India announced the ‘Saubhagya’ scheme to provide energy access to all by last mile connectivity and electricity connections to all remaining un-electrified households in rural and urban areas to achieve universal household electrification in the country. This will ensure that State Utilities strengthen their T&D networks and improve operational efficiencies to cater to the increased consumer base.

Industry in India is today seeing resolution of NPAs and stressed balanced sheets being overtaken by new investors. This consolidation and resolution in the industry is expected to improve capex in the coming years and give rise to additional demand for power.

Overall, despite the extremely challenging market, your Company successfully achieved a balanced portfolio of orders, resulting in sustained market leadership and improved overall performance. In addition, your Company ensured a healthy backlog of orders.

Preferred Choice of Central and State Utilities

Your Company continues to be the preferred choice for T&D equipment by central and state transmission utilities across the country. The central transmission utility Power Grid Corporation of India Limited (Power Grid) chose your Company to provide end to end turn key solution for 765kV /400kV air-insulated substations at various sites across Jharsuguda, Raipur, Patna and Siliguri. These switchyards will further strengthen the Grid evacuation infrastructure in the eastern part of the country.

During the financial year under review, your Company was awarded two contracts by Doosan Power Systems for developing 765kV/400kV Gas insulated substations for 2*660 MW Thermal Power Plants at Jawaharpur and Obra in the state of Uttar Pradesh. These substations will be located at Sonebhadra and Etah and shall contribute significantly towards bringing electricity to state of Uttar Pradesh which is today facing acute power shortage. The products shall be supplied from our local manufacturing facilities at Hosur, Padappai and Vadodara.

Expanding in Neighboring Countries

The increasing demand of power in Bangladesh demands a robust system to handle its expanding power networks. cut inefficiencies and reduce power outages, therefore Transmission and Distribution systems are expected to play a huge role in making the desired impact. Based on your Company’s established installed base in Bangladesh, your Company was chosen by Power Grid Company of Bangladesh for upgrading and maintaining National Load Dispatch Center of the country over next four years.

The Company shall be offering state of the art Energy Management System (EMS) that will help the utility infuse efficiencies into the grid and optimize power flow in the country. The SCADA/EMS control center has the capacity to accommodate the grid expansion of Bangladesh for the next eight years. Once upgraded, the system will be ready to integrate smart grid technologies such as WAMS (Wide Area Management Solutions) and will also offer cyber security technology feature

Upgrading the State Grid Infrastructure

During the year, your Company consolidated its expertise in State Grid networks across the country. Your Company was awarded a 400kV/220kV/132kV turnkey gas insulated substation order by Uttar Pradesh Power Transmission Corporation Ltd. (UPPTCL) at Lucknow Hardoi Road.

The State of Chhattisgarh chose your Company to execute a 400kV/220kV substation at Dhamtari, Jagdalpur which will further expand the intra-state Grid capabilities. During the year, your Company won several projects across the states of Gujarat, Rajasthan, Telangana, Bihar and Orissa to provide end to end turnkey solutions and products for grid strengthening and expansion of inter-intra state grid networks.

Your Company’s performance over the years with Private developers in the transmission space ensured that it was awarded a critical project by Sterlite Power Grid Ventures Ltd. The project requires commissioning of 400/132kV AIS substation equipment at Surajmaninagar and PK bari. This project is critical part of strengthening of transmission and distribution system for North East Region. One of the major products to be supplied for the project is 125 MVA power transformers. These will be manufactured at your Company’s Naini facility and transported to Agartala.

Though the conventional Power generation sector is seeing limited power capacity addition, your Company was the first choice by ALSTOM Bharat Forge Private Ltd. To develop the 3*550 MW Ghatampur thermal power project evacuation network.

Preparing India for Higher Renewable Mix

The Government of India has set ambitious target to significantly grow India’s renewable energy capacity and shift to a cleaner and greener energy mix by 2020. Your Company had anticipated the opportunity and was fully prepared to manage the challenges of renewable power to the grid.

The surge in renewable energy in the country demands efficient and reliable grid evacuation network to integrate the renewable energy with the National Grid. Your Company continues to contribute to this initiative by developing grid evacuation network for Solar parks. During the year, your Company was awarded orders for full turnkey basis of 2*40 MW solar in the state of Orissa by Pan India Infra projects.

Building on the references in Solar execution, your Company also won 4*40 MW Solar projects by Essel in the state of Uttar Pradesh and Orissa.

Making Inroads into Oil & Gas and Refinery Up gradation Space

In the industrial space, your Company won a contract from HPCL Mittal Energy (HMEL) for development of 400/66kV GIS MRSS (Main receiving substation) at HMEL Bhatinda refinery. The project encompasses design, engineering, supply, testing and commissioning of 12 * 400kV gas insulated switchgear bays, three phase power transformers and O&M contract post commissioning. The project will enable your Company to create benchmark in the oil & gas, refinery up-gradation space in India.

Services: Enhanced Capabilities for Managing Ageing Grid Assets

Consistent performance of past years and an adequate backlog volume at the end of this year continues to assure a solid foundation for Services business.

Grid customers in India are now increasingly investing on training their employees to manage their T&D assets. The Technical Training Institute of your Company continues to play a key role for your customers by training their employees on the latest and complex technologies.

Your Company’s Services business has deep expertise in renovation and modernization of old substations, an area which is getting lot of focus by state governments as they prepare to ensure round-the-clock power supply to all households. Your Company undertook many critical substation jobs, modernized them with latest technology and upgraded them to handle the added generation capacity coming in the grid.

During the year, your Company won several contracts from State utilities like Karnataka Power transmission, Bihar State Power Transmission,

Gujarat, Jammu & Kashmir to maintain and upgrade their aging Grid installed base.

Your Company also executed renovation and modernization across several power generation projects like National Hydro Power Corporation, SJVN And National Thermal Power corporation. This positions your Services team well in managing future requirements of upgrading grid infrastructure of ageing power generating plants.

During the year, your Company received numerous customer appreciations for the prompt and quality services provided by the Service team. As a testimony to its customer orientation, the service team was recognized as “Engineering Service Provider of the year” in the GMR -IGI Airport Awards 2017, for the operation and maintenance services provided by the Company at the Delhi International airport. Nothing is more satisfying than a recognition by customers to know that Service business is on track on its belief that “Customers determine our success”.

Fulfilling the Promises Year after Year

Your Company’s rich experience in project execution and determination to deliver on the promises made to our customers, has helped your Company reach new landmarks in operational excellence year after year.

In 2017-18 your Company achieved a major milestone by successfully commissioning Pole 2 of Phase 1 of Champa 800kV Ultra High Voltage Direct Current (UHVDC) project, transmitting total of 3,000 MW of power in the system (including Pole 1 commissioned in March 2017) from Champa, Chhattisgarh to Kurukshetra, Haryana. This is a major milestone in the power evacuation infrastructure in the country enabling bulk power transfer across the country and bringing access to the increasing demand regions of north India.

During the year under review, your Company demonstrated its expertise in execution of turnkey projects by commissioning 60 numbers of AIS and GIS substations, enabling addition more of than 13 GW power into the Grid. Main success stories were commissioning of Pole 2 (1500 MW) of HVDC at Champa and Kurukhetra, 765kV bay extension projects for Power Grid at Wardha, Vindhyachal, Jaipur and Gwalior within twelve months, completion of 400kV / 220kV Substation including 500 MVA transformer in four months, and commissioning of transformer package for L&T Power at Bheramara in Bangladesh.

Besides, your Company also executed and commissioned large number of turnkey projects for our esteemed customers that include Power Grid, Bihar State Power and Transmission Company Limited (BSPTCL), Rajasthan Transmission Co. Ltd (RVPN), Chattisgarh State Power & Transmission Co (CSPTCL), Maharashtra State Electrical Transmission Co. Ltd (MSETCL), Megha Engineering and Infrastructure Ltd (MEIL), Sterlite Energy and others.

Your Company’s transformer factory in Vadodara commissioned three 765kV HVDC transformers for Champa site, seven numbers of 765 ICT and forty-one numbers of 765kV Reactors. This includes commissioning of 765kV Transformer and Reactor systems for TBCB switchyards at Warora and Orai in record time for Powergrid.

During the year, your Company’s automation unit at Pallavaram commissioned more than 1000 bays of new and retrofit Substation Automation systems for ratings ranging from 33kV to 765kV.

All your Company’s operations in India, be it in manufacturing, projects, services and automation, continue to be certified for Integrated Management System. This reinforces the quality of the processes of the Company and compliance to the same.

Your Company is committed to achieve Environment, Health and Safety (EHS) excellence. The commitment begins with our Board of Directors, who regularly review the Company’s environmental and safety performance and implement EHS strategy. Regional teams wholeheartedly support to achieve the targets This is a responsibility of management and employees in all functions and together it formulates the new One EHS model.

Operational Ownership

Your Company believes that the way to deliver strong EHS performance is through operational ownership. Operational ownership means that GE holds its site, project and service managers accountable for the safety and environmental integrity of the operations they supervise. GE’s EHS professionals support and guide its safety and compliance programs, but the Company expects its operations managers to take the lead.

GE ensures operational commitment through: (1) regular reviews of managers’ EHS performance; (2) comprehensive EHS audits conducted by an independent central governance team; (3) in-depth classroom EHS training for new managers; and (4) feedback surveys in which employees anonymously evaluate their managers’ EHS commitment.

EHS a Continuous Improvement Process

Your Company has long been setting benchmarks in the field of EHS strategy and systems. The Company’s approach to continuous improvement includes a risk-based, integrated EHS framework tool, predictive EHS analytics and to give an example, it started concept of potentially severe event (PSE), which is an EHS incident or near miss event which, under different circumstances, could have reasonably resulted in a serious incident. Each business prepares their containment actions are immediate actions that limit a problem’s extensiveness and protect people or assets until identification of root causes and implementation of permanent corrective actions

At Projects we have started Hazard Hunt Exercises with an approach of “find it and fix it” culture, similarly in factories we have started “treasure hunt” program, which aims to identify opportunity in energy reduction and decreasing overall environment impact. Thus, coming out with standardizing expectations and sharing lessons learnt across.

EHS and engagement with Contractors Customers

Your Company’s Contractors often conduct high-risk operations in challenging environments. The Company is committed to help these business partners to deliver on their own EHS performance. Various programs have been initiated on contractor selection and control support.

Your Company also received EHS recognitions and appreciations from various customers, namely Power Grid corporation, RRVPNL, CSPTCL and KSEB.

EHS Training for Managers

All GE operations managers undergo EHS courses and onsite trainings. During these on-site programs EHS expectations and strategy for delivering EHS performance is showcased through exercises executed in real-site / shop floors.

EHS Reviews

Your Company tracks EHS metrics in real time through a “Gensuite” tool. EHS performance is regularly reviewed through an internal EHS operating review within India by management.

Employee Feedback

As a feedback mechanism, periodic anonymous EHS-perception surveys are conducted at selected sites. These surveys are designed to measure employee’s engagement, their views of EHS performance at their workplace and their impressions on their managers’ EHS commitment.

Centralized EHS Auditing

Approach to auditing reinforces the Company’s open reporting culture. Your Company views audit findings as critical to improve operational performance and to learn about the gaps in the Company’s EHS programs. As a result, the Company rewards—not discourage—audit findings. To drive this philosophy, your Company has created a centralized EHS business auditing schedule and a central EHS governance audit schedule, while our operations continue to conduct probing self-audits.

Findings are tracked to closure, and patterns are used to identify the need for expertise, program enhancement and support for additional execution.

Data Analytics in EHS

Your Company tracks hundreds of EHS data points at sites in real time. The system is granular enough to identify maintenance delays for an individual valve at a chemical plant, for instance, while also comprehensive enough to aggregate data across GE businesses and regions. In the last two years, GE developed real-time data-visualization tools that have allowed us to use our EHS data to enhance our focus on our high-risk operations. In addition, several deep-dive and predictive analyses of high-impact event types were conducted that has led to significant changes in our management system priorities.

The Human Resources function of your Company aligns its actions with business strategy to enable the organization in achieving its priorities.

HR Partnership Model

During the year under review, the HR team continued with the HR partnership model to effectively address the different needs of its leaders, managers and employees. This model consists of HR Business Partner (HRBP), HR Manager (HRM) and Centers of Excellence (COE). While HRBPs support and participate in the development and execution of business strategies in partnership with leaders, HRMs work closely with the employees and managers who provide leadership and guidance on individual HR needs and generate employee insights that influence organizational strategies. COEs on the other hand advice, execute and simplify common HR processes.

Performance Development

Throughout the year ended March 31, 2018, the HR team emphasized the usage of Performance Development (PD) tool which is a shift from a ratings-driven evaluative approach to a developmental approach for enabling each employee to meet her/his true potential in their chosen profession. PD enables employees to give or ask personalized insights in real-time enabling a culture of trust and openness in the organization. ‘Touch points’ provide an opportunity for Managers and Employees to start a dialogue that is aimed at maximizing the impact of the employee on the organization’s objectives.

Learning & Development

Company is committed to invest in its people and develop their talent. The employees are offered leadership development and career accelerator programs administered by the Crotonville, GE’s leadership development center which has presence around the world including India. Crotonville is at the forefront of contemporary thinking in leadership, strategy and innovation. Employees can participate in class room, e-learning and blended courses throughout the year based on their developmental goals. Through the annual ‘People Review’ exercise, your Company identifies and develops leaders and tracks the effectiveness of the overall organization. The significant time the leadership team invests in this exercise is an indication of the value we attach to this process.

Rewards and Recognition

During the year under review, your Company introduced an all new employee recognition program, ‘Impact Award’. Impact award is integrated with Performance Development, which makes it more meaningful and allows employees to recognize their peers for achievements and contributions even beyond their scope. At GE, we understand each person has his or her own preferences for recognition, some prefer Company-wide recognition and love the spotlight while some want quiet acknowledgement. Your Company encourages people leaders to take the time to really get to know their team and colleagues - to know their preferences, which can make the efforts to reward and recognize even more impactful.

We strongly believe that, simple moments of praise give us and others an instant mood boost and a reminder of how we make a difference.

Enhanced Employee Experience During Internal Mobility

Internal mobility and growth opportunities are key to Company’s employee value proposition, and meritocracy, transparency and fairness in our approach, enables the Company to achieve it. On the basis of the feedback from employees your Company has made several forward-looking changes to make the internal hiring process even more transparent and robust. These changes will enable employees to leverage career opportunities that GE offers for growth.

Engaging the workforce

Your Company realizes the importance of an engaged workforce and the HR team is committed in driving key engagement activities to ensure the same. The Company had various exciting employee engagement programs implemented during the year under review.

Prevention of Sexual Harassment (POSH)

In terms of Prevention of 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 line with the provisions of the said Act. No complaint on Sexual Harassment was reported under the said Act during the financial year under review.

During the year under review, the Deployment of Quality and Continuous Improvement initiatives have continued to progress well, with significant contribution to business results. Your Company is committed to continuous improvement leveraging the digital tools, towards industrial excellence. Following are a few of the achievements/key actions realized through whole hearted participation of your Company’s employees at all levels.

1. Twenty-five structured process improvement projects contributing to significant operational performance improvement were successfully executed. Four improvement projects were selected for GE Group’s Grid Solutions India Region Best Practice Recognition through a structured two stage selection process.

2. Deployment of L1/L2 initiative a proactive approach to assess and improve the level of mistake proofing in the processes, has continued to progress well in the manufacturing units contributing to Process Quality Improvement.

3. Enhancing CI competencies at all levels, a key success factor for Continuous Improvement was continued with relevant trainings, workshops and coaching. Lean Six Sigma, basic problem-solving tools, L1/L2 trainings/workshops and focused operational improvement workshops were conducted across the units to enhance the Quality and Continuous Improvement competencies of employees at all levels.

4. The Brilliant factory initiatives have progressed well in Pallavaram and Padappai sites. Both the plants have achieved significant level of maturity on lean and digital initiatives contributing to operational improvement. Implementation of moving model lines, test station automation, Digital tools like Material optimization suite(MOS), E - Andon, Digital reactivity board and GE Operating Standard (GEOS) have contributed to Significant reduction of Wall to Wall lead time, Inventory turns and On time Delivery improvement.

5. The turnkey business unit received award from Kerala State Electricity Board (KSEB) in recognition of on time completion of 110 kV GIS Substation at Kollam site and received best contractor award in operation category for timely completion and quality from Tata Power Delhi Distribution Limited (TPDDL) for Bawana 1 Phase II project.

6. Tata Power awarded a ‘Satisfactory Working Certificate’ to GE for successful implementation of Distribution Management System (DMS) by Software Solutions (SWS) unit. The ‘rare to obtain’ certificate outlines the complete scope of work and highlights the value that GE has provided to Tata Power’s project.

7. Extra high voltage transformer manufacturing factory located at Vadodara won an award under the category “Cost Optimization” in a national competition organized by Manufacturing Today, a leading industry magazine in India.

8. Pallavaram unit won Grid Automation Product Line Quality Excellence award for two improvement projects focusing on

Improvement of On-Time Delivery rate of the repair and return of products to customers and Elimination of product maloperation at HVDC POWERGRID Kurukshetra.

9. Short circuit test of 120 MVA 400 KV class station transformer was successfully completed and certified by BINA Lab, India

10. World Quality Day was celebrated across all the units. Employee engagement programs to promote awareness and commitment to Quality were organized with active participation of employees.

Your Company’s CSR efforts with local communities during the year were focused on strengthening the projects undertaken by the Company in previous years. Our projects on village development, access to electricity through clean energy, access to basic healthcare, renovation of anganwadis and schools received continued support. At the same time, new projects were introduced to cover additional population and fresh impact such as in the areas of sanitation through bio-toilets, access to clean drinking water, and skill-development with emphasis on women empowerment and encouraging use of renewable energy.

Villages Development

Since 2015, your Company is continuing with a programme of comprehensive and need-based support to communities in Vadodara, the location of your Company’s large transformer factory.

The CSR project at Vadodara reaches out to five key villages of Kotambi, Alamgarh, Machlipura, Singhapura and Jambudiya. The programme focuses on livelihood, women empowerment, renovations of anganwadis and schools, and health. The Company has also initiated a programme on skill development for 270 people, out of which 200 are expected to be women.

More than 600 people have benefitted from the regular health camps, which includes coverage of chronic, eye, pediatric, skin diseases, women’s health and orthopedic consultations. The health camps have provided easy access to basic health services and saved healthcare cost for the villagers.

With a special emphasis on women’s empowerment, a focused effort was made to improve the socio-economic quality of life of women through financial literacy, linkage with banks and self-help groups. More than 400 women have benefitted from these programmes, and 18 self-help groups are actively working towards self-reliance and empowerment. Women, trained in enterprise, have taken up ornament making, resulting in increased incomes.

Through 8 agricultural training programmes, 173 farmers have benefitted and adopted new farm practices for improved productivity

Energy and Environment

Access to electricity through clean energy

The Company had initiated its project of electrifying 100 rural households, of village Rehi Kala and the neighboring villages at Naini, Uttar Pradesh through solar power. The project provides for 25 solar street lights. The project achieved its goals during the current year through a 12 KW micro-grid installation.

Improved access to electricity and light, to villagers has resulted in increased productive hours, safety especially for women, children and the elderly, and convenience at homes. The use of kerosene as a source of fuel for lighting has considerably reduced. Besides homes, 10 shops, one village clinic and a school are also the beneficiaries of this project.

Skill Development in Renewable Energy

As part of its Skill Development initiative your Company trained 90 candidates at Vadodara, including 30 women, under the category of Green Jobs in partnership with National Skill Development Fund and National Skill Development Corporation. The course will train the candidates to support operation and maintenance of solar installations.

Schools and children

Vadodara, Gujarat

As part of the village development programme at Vadodara your Company has continued its support to provide better facilities in Anganwadi centres and schools in the target villages near its factory. During the year, your Company renovated the structures of primary school in Machalirpura and Anganwadi centre in Bhavpura. So far, this initiative has benefitted more than 200 children.

Naini, Uttar Pradesh

During the year, the projects which were started last year in schools reached completion and achieved its goals of providing water handpumps, water purifiers, booster pump, improved infrastructure, bio-toilets and a complete sanitation complex where the water is drawn through solar power. The Company has also provided bio-toilets in a school benefitting more than 200 children, which has not only created access to sanitation, but its zero-waste solution also helps in preventing spreading of diseases due to water pollution.

Pallavaram, Chennai, Tamil Nadu

The Company supports the primary and high schools which are operational under the Cantonment Board. These schools are situated next to the Pallavaram factory. In the past, the Company had provided for clean drinking water and, renovated sanitation structures, a science laboratory and a smart class. Each of the support has had immense benefit, including notable increase in enrollment. The sanitation structures have been of great help, especially for the girl children. The support to the schools are part of Project Nirmana, which also encompasses awareness and sensitization on health, cleanliness, sanitation, child abuse, gender sensitivity and sexual harassment through behavior change inputs. The Company continued supporting the programme during this year.

Padappai, Kancheepuram, Tamil Nadu

The Company has been supporting a school complex at Padappai, resulting in improved and new classrooms, sanitation facilities, and desks for children. The support to the school benefits 174 children. During the year, the Company provided for fresh plates and tumblers to 650 students for their mid-day meals at Madambakkam Government School.

Hosur, Tamil Nadu

Your Company has supported the government primary school at Somanathapuram with a complete new building to replace the old building which was in poor state and not a safe structure. The support has benefitted more than 45 students in the school with a better infrastructure and facilities

Health

Chennai, Padappai and Hosur

In its three Tamil Nadu sites of Pallavaram (Chennai), Padappai and Hosur, the Company has provided for cataract surgeries for elderly people.

More than 3,000 elderly people from vulnerable sections of society in Chennai, Padappai and Hosur are part of the programme to benefit from free and safe cataract surgeries conducted by recognized eye hospitals.

In addition, in Chennai and Padappai, the Company sponsored mobile medical unit which provides for nearly 1,500 patients a month with free treatments and consultation.

At Padappai and Hosur, the Company has started the initiative during the year to provide clean drinking water to local communities. It also supported the local Primary Health Care centre (PHC) with essential medical instruments, equipment and facilities. This has resulted in substantial increase in patient attendance due to improved availability of services within the PHC. The support from GE is not only enabling PHC to cater to increased number of patients but also ensures availability of essential medical and laboratory services.

Livelihood and Skills Development, Vadodara

The Company has initiated a programme for developing skills leading to employment of the locals in the areas of retail, sewing machine operator and solar PV installer at Vadodara. A total of 270 candidates, majority of whom are expected to be women, will benefit from the project.

This complements Company’s initiatives as part of the village development programme at Vadodara, which has helped 173 farmers and 400 ladies through financial literacy programme, agriculture training and 18 self-help groups.

Support for people with disabilities

The Company continues its support to the Saint Louis Institute for the Deaf and Blind, Chennai, Tamil Nadu. This year the Company provided for air-conditioning in the smart classrooms, Braille embosser, LCD projector at computer laboratory and safer, improved electrical panel.

The Company has previously supported the institute with a computer laboratory, a smart education center, musical instruments, tables and chairs. The Company’s continued support has benefitted more than 600 children with visual and hearing challenges.

At Naini, your Company has contributed to the betterment of people with disabilities since 2015 at the local accelerated learning camps and homes for people with disabilities.

The details on CSR activities of the Company is annexed as “Annexure A” to the Directors’ Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

- that the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

- that 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 at March 31, 2018 and of the profit/loss of your Company for the year ended on that date;

- that 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;

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

- that 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

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

DIRECTORS

During the year under review, Board of Directors of the Company has appointed Mr. Sunil Wadhwa as additional director and Managing Director of the Company with effect from April 4, 2017 for a period of five years. Shareholders of the Company approved the appointment at the Annual General Meeting of the Company held on July 25, 2017.

During the year under review, Mr. Rathindra Nath Basu resigned as a director of the Company with effect from April 4, 2017.

It is proposed to re-appoint Mr. Gaurav M. Negi, Whole-time Director and Chief Financial Officer at the forthcoming Annual General Meeting (AGM) for a further term of five years with effect from July 26, 2018, following the conclusion of his present tenure on July 25, 2018. It is also proposed to re-appoint Mr. Nagesh Tilwani as Whole-time Director & Head - HVS Business at the forthcoming AGM for a further term of five years with effect from December 21, 2018, following the conclusion of his present tenure on December 20, 2018. In terms of section 152 of the Companies Act, 2013 and Articles 104 and 105 of Articles of Association of the Company, Mr. Gaurav M. Negi, Director of the Company retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which shall come into force with effect from April 1, 2019 “no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect. Dr. Kirit Shantilal Parikh, aged 82 years, was appointed as an Independent Director of the Company with effect from March 28, 2015 for a period of 5 years up to March 27, 2020. Considering his fitness, the experience which he brings on the Board, his overall contribution and performance, the Nomination and Remuneration Committee and the Board of Directors of the Company have recommended for continuance of his term up to March 27, 2020. Thus in terms of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 approval of shareholders by way of special resolution is propsed.

Necessary resolutions in respect of appointment of the directors mentioned above have been included in the notice convening the ensuing annual general meeting. Your directors commend their appointment/ re-appointment. The particulars in respect of these directors as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are also available in the ‘Board of Directors’ section in the report on Corporate Governance in the Annual Report.

In view of loss during the financial year ended March 31, 2017 (in terms of Section 198 of Companies Act, 2013), in terms of Section III of Part II of schedule V of the Companies Act, 2013, payment of bonus of H 10,07,545/- to Mr. Ravi Kumar Krishnamurthy who was Wholetime Director & Head- AIS business of the Company, to which he was entitled in terms of his employment and rules of the Company is proposed to be paid by the holding Company of the Company i.e., M/s

Grid Equipments Private Limited. This is in addition to the Bonus paid to him earlier as reported in last year Annual Report.

Declaration by Independent Directors

All the independent directors of your Company have made declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization Programme for Independent Directors

As part of its ‘Familiarization Programme for independent Directors’, your Company familiarizes independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarization programmes may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited. During the year under review, 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. In this respect, presentations were made to Independent Directors by the Managing Director, Whole-time Director & CFO, Company Secretary and other management personnel.

AUDIT COMMITTEE

During the year the Audit Committee of your Company comprised of Mr. Rakesh Nath as the Chairman and Mr. Bhanu Bhushan, Ms. Neera Saggi and Mr. Stephane Cai as other members. Dr. Kirit S. Parikh was also inducted on the committee on May 23,2018. Details in respect of the Audit Committee are provided in Corporate Governance Report forming part of the Directors’ Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

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

The said policy may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited.

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. The aforesaid policy of the Company on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as “Annexure B”.

The policy is available at the website of the Company under the Corporate Governance Section and can be accessed at http://www.ge.com/in/ge-td-india-limited.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually including independent Directors, Board as a whole and of its various committees.

The Independent Directors in terms of Companies Act, 2013 and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, carried out performance evaluation of non-independent directors, Chairman of the Board and Board as a whole based on criterion of evaluation as approved by Nomination and Remuneration Committee.

Nomination and Remuneration Committee in terms of Companies Act, 2013, also carried out evaluation of every director’s performance.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure C”.

A statement showing the names of employees drawing remuneration in excess of the limits as set out in section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure D”.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return is detailed in form MGT-9 annexed as “Annexure E”.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, four meetings of the Board of Directors were held, details of which are provided in Corporate Governance Report forming part of the Directors’ Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investment made are detailed in Note 4 to the financial statements forming part of the Annual Report. Your Company has not provided any loan, 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 Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited.

All related party transactions during the year under review were on arm’s length basis and in the ordinary course of business. There were no material related party transactions made by the Company which could be considered material in accordance with Related Party Transactions Policy of the Company.

SALE OF BUSINESS

During the year under review, the Company sold its Global Financial Shared Services business to M/s GE India Industrial Private Limited together with the assets and manpower comprised therein on a slump sale basis on an “as is where is” basis at a consideration of Rs. 65 million. The said business was non-core business activity for the Company providing accounting services of transactional nature to various General Electric Group companies both in India and outside India. The transaction was undertaken on arm’s length basis, based on the independent valuation report, negotiations between the parties, business plans/ commercial reasons and nature of the transaction.

SUBSIDIARY COMPANIES

During the year under review, your Company did not have any subsidiary or associate Company as defined under the Companies Act, 2013.

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

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

RISK MANAGEMENT

The Board of Directors of your Company has laid down a Risk Management Policy for the Company. It identifies elements of risks inherent to the business pertaining to tender and contract execution, operational and financial, environment, health and safety, reputation and image, currency fluctuation, compliance, etc. it also contains a control matrix in respect of sources and consequences of above risks and control measures to help manage them. 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 the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the internal Finance Control process. 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 Report forming part of the Directors’ Report.

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, Reports on Management Discussion and Analysis and on Corporate Governance have been included in this Report as separate sections. A certificate from M/s B S R & Associates LLP, 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 included in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Business Responsibility Report describing the initiatives taken from an environmental, social and governance perspective, in the prescribed format has been included in this Report as separate section.

PROMOTER SHAREHOLDING

GE Energy Europe B.V. on May 4, 2017, sold its balance shareholding (5 shares) in the Company to another existing promoter, GE Grid Alliance B.V. On account of this transaction, GE Energy Europe B.V. ceased to hold any shares and accordingly ceased to be a promoter of the Company. The promoters of the Company, Grid Equipments Private Limited and GE Grid Alliance B.V. (formerly ALSTOM Grid Holding B.V., Netherlands) hold 175,492,524 Equity Shares and 16,542,377 Equity Shares constituting 68.54% and 6.46% respectively of the paid-up capital of the Company.

STATUTORY AUDITORS

In terms of approval of shareholders at the 60th Annual General Meeting of the Company, M/s. B S R & Associates LLP, Chartered Accountants, are the statutory auditors of the Company who hold office till the conclusion of 65th AGM.

COST AUDITORS

M/s. Shome & Banerjee, Cost Accountants and M/s. Jugal K Puri & Associates, Cost Accountants, were appointed as cost auditors of your Company for the financial year ended March 31, 2018 with M/s. Shome & Banerjee, Cost Accountants being the Lead Cost Auditor.

The Cost Audit Report for financial year ended March 31, 2017, of the Company was filed on August 22, 2017, well within the specified time under applicable Companies (Cost Audit Report) Rules, 2011.

In terms of the Companies (Cost Records and Audit) Rules, 2014, your Company has appointed M/s. Shome & Banerjee, Cost Accountants and M/s. Jugal K Puri & Associates, Cost Accountants, as cost auditors of the Company for the financial year ending March 31, 2019 to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. M/s. Shome & Banerjee, Cost Accountants shall be the Lead Cost Auditor. Their remuneration approved by the Board, is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s VKC & Associates (Company Secretaries), as Secretarial Auditor of the Company for the financial year ended March 31, 2018.

The Secretarial Audit Report from M/s VKC & Associates (Company Secretaries) for the financial year ended March 31, 2018 is annexed as “Annexure G”.

ACKNOWLEDGMENTS

The Board of Directors of the Company express their gratitude and would also like to thank various Government/ Regulatory authorities, shareholders, customers, vendors, bankers and all other business associates for their continued support extended to the Company during the financial year ended March 31, 2018 and look forward for the same in the years to come.

The Board of Directors sincerely acknowledge and appreciate the significant contributions made by all the employees of the Company for their sincere commitment and efforts.

For and on behalf of the Board

Sunil Wadhwa

Managing Director

DIN: 00259638

Gaurav M. Negi

Whole-time Director &

Place : New Delhi Chief Financial Officer

Date : May 23, 2018 DIN: 02835748

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Mar 31, 2017

The Directors are pleased to present the sixty-first annual report together with the audited financial statements of the company for the financial year ended March 31, 2017.

FINANCIAL RESULTS

(Rs. Millions)

Particulars	Year ended March 31, 2017	Year ended March 31, 2016
Sales and Services (Net)	42,596	34,715
Operating Profit before Finance Cost	921	1,465
(As percentage of gross sales)	2.2%	4.2%
Finance Cost	1,653	906
Profit Before Tax	(733)	559
Tax Expense	134	214
Other Comprehensive Income net of Tax	(40)	(2)
Total comprehensive income / (expense) after tax	(907)	343
Balance brought forward from previous year	7,717	7,929
Profit available for appropriations	6,850	8,274
Appropriations
Proposed Dividend	461	461
Corporate Dividend Tax	94	94
Others	-	2
Balance carried forward	6,295	7,717

Financial results for the year ended March 31, 2017 are in compliance with the Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013. Consequently, previous Indian Generally Accepted Accounting Principles (IGAAP) results for the year ended March 31, 2016 have been restated to make them comparable.

During the quarter ended June 30, 2016, Company has re-evaluated recoverability of certain customer debts. On the basis of internal evaluation and various factors, including significant lapse of time and resultant increase in uncertainty in realization, the Company has provided for an amount of Rs. 693 million as bad debts reserve (excluding provisions on account of expected credit loss). The Company has also reassessed the pending matters relating to taxes, and accordingly, has created provisions of Rs. 384 million and Rs. 1,450 million towards direct tax and indirect tax litigations/disputes respectively.

DIVIDEND

During the year under review, the Board of Directors of your Company had approved the Dividend Distribution Policy in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company’s website at http://www.ge.com/in/ge-td-india-limited.

Your Directors take pleasure in recommending a dividend of 90% (Rs. 1.80 per share) for every equity share of face value of Rs. 2/- each, for the financial year ended March 31, 2017.

CHANGE IN NAME

The name of your Company was changed to GE T&D India Limited from ALSTOM T&D India Limited, effective August 2, 2016, to reflect its name with that of Promoter group. The change of name of the Company does not change the legal status or constitution of the Company, nor does it affect any rights or obligations of the Company.

PERFORMANCE REVIEW

Sustained Performance in a Challenging Market Environment

Though India’s overall GDP growth in the year 2016-2017 stood at 7.1% and was among the leading countries of the world, the growth in manufacturing, industry and infrastructure was not adequate to create new market opportunities and witnessed muted capex demands. Hence, the capital goods sector, where your Company operates, witnessed degrowth. Despite these challenging circumstances your Company continues to maintain its performance and stay at the forefront of technology advancements.

During the year 2016-17, asset quality of public sector banks remained a concern. The Gross Non-Performing Assets (NPAs) for public and private sector banks, as on March 2017, stood at around Rs. 6 lakh crore. As a consequence, lending to power and infrastructure sector was seen to be significantly reduced throughout the year.

Power generation in the country continues to struggle with underutilized capacities, project slippages and off-take by state utilities. The fall in prices of solar tariffs, reaching grid parity alongside conventional thermal sources of fuel is further challenging fresh investments in conventional thermal sector.

The financial difficulties faced by state utilities in India and their inability to pay energy generators have long been at the heart of India’s struggle to achieve its mission of 24x7 electricity for all. The state electricity boards and distribution companies are facing serious financial losses aggregating to over Rs. 4.3 trillion (US$ 60 billion) and are neither able to buy power nor able to pay generation companies and equipment suppliers.

In 2015, the Indian government launched UDAY (Ujwal DISCOM Assurance Yojana) scheme to revive financial health of distribution companies in India by putting discom debt on to the books of state governments, in return for improvements in performance. But under the terms of the UDAY scheme, distribution companies cannot take out short-term loans to pay their generators. This is limiting fresh investments in the state T&D sector and thereby creating T&D grid network congestion at the State level.

All the above factors have led to a moderate growth in the T&D sector and power equipment market, also deeply impacting the market price due to demand supply mismatch. Thus, your company had to be cautious in order selection process.

Overall, despite the extremely challenging market, your Company successfully achieved a balanced portfolio of orders, resulting in sustained market leadership and improved overall performance. In addition, your Company ensured a healthy backlog of orders.

Success in Large High Capacity Transmission Schemes

During the financial year under review, your Company was awarded a contract by Sterlite Grid to supply 400/220 kV Gas insulated substations. These substations will be located at Gurgaon - Palval area, in the state of Haryana and shall contribute significantly towards strengthening Haryana’s grid infrastructure.

Sterlite Grid also chose your Company to execute 400/220 kV Gas Insulated substations in the Amargarh area of Kashmir, contributing towards development of grid in the Kashmir valley. This contract will enable efficient power flow to consumers in the state.

Your Company was the preferred choice for T&D equipment by central and state transmission utilities across the country. The central transmission utility Power Grid Corporation of India Limited (Power Grid) chose your Company to provide end to end turn key solution for 765kV & 400 kV substations at Chilakaluripeta in the state ofKarnataka.

The Company will also execute an order for Power Grid to develop 400kV/220kV/132kV substations at Latehar and Lohardaga for the state of Jharkhand enabling a stronger grid infrastructure and improved power supply.

Building a Greener Grid in India

The Government of India has set ambitious target to significantly grow India’s renewable energy capacity and shift to a cleaner and greener energy mix by 2020. Your Company had anticipated the opportunity and was fully prepared to manage the challenges of renewable power to the grid.

The surge in renewable energy in the country demands efficient and reliable grid evacuation network to integrate the renewable energy with the National Grid. Your Company continues to contribute to this initiative by supporting Power Grid by providing 765 kV high voltage live tank switch gear for the Bhadla and Bikaner solar evacuation project in the state of Rajasthan. The project will enable seamless integration of the solar power generated by these solar parks.

During the year, your Company also won a project for Rewa solar park in the state of Rajasthan. The project requires the Company to provide 400/220kV Air insulated switchgear, 3X 500 MVA Transformers and 1X125 MVAR Reactors.

The Company was also selected by SauryaUrja Company of Rajasthan Limited to provide a 220kV switchyard for its Jodhpur Solar Park. The contract will be a key project to be delivered by your Company jointly with private solar developers.

First Choice of Customers Across the Energy Chain

During the year under review, your Company was awarded a contract by Essar Projects India Limited to supply 220 kV & 400 kV Gas insulated switchgear package for Neyveli New Thermal Power (NNTP) project located in the state of Tamil Nadu.

NTPC Ltd. also chose your Company for developing a 400kV/132kV switchyard extension at Kahalgaon. The project is critical in conventional power evacuation space during the last year.

BGR Energy Systems awarded your company a key contract for North Chennai Thermal power Plant (1x800 MW). The scope includes development of 765kV Gas Insulated Substation. Your company shall also be executing a 400kV/220kV/132kV GIS substation at Hardoi Road for UP Power Transmission Company and this will play a pivotal role in enabling the grid infrastructure in the state of Uttar Pradesh. The Gas Insulated Switchgear for these projects shall be manufactured at the company’s fully localized GIS manufacturing facility at Padappai.

Your Company shall also be providing critical generator transformers and station transformers to Larsen & Toubro for NTPC’s Khargone Thermal Power plant (2 X 660 MW).

Alstom Bharat Forge Power Pvt. Ltd. which is developing the critical Ghatampur Thermal Power Plant (3x660MW) in Kanpur, chose your Company for supplying power transformers.

Establishing new Milestones in Power Transformers from World Class Manufacturing at Vadodara

In the financial year 2016-17, your Company’s manufacturing prowess in the field of power transformers was applauded by customers across the energy chain.

Your Company has been selected by Power Grid to provide 420 kV series reactors for Ballabgarh and Mandala substations of project.

The Company would also be delivering Shunt Reactors of 1 X 125 MVAR ratings across numerous Power Grid sites at Banka, Bolangir, Keonjhar, Durgapur, Chaibasa, Baripada, and Lakhisarai.

Transformers are integral components of an electrical grid, and essential for the efficient and safe conversion of electricity between diverse voltage systems.

During the year, your Company achieved a new milestone by delivering 200th unit of 765kV Shunt Reactor from its world class manufacturing facility at Vadodara.

These prestigious contracts reinforce your Company’s position as a fully localized, high technology transmission and distribution equipment manufacturer in the country.

Customer at the Heart of our Technology Evolution

In December 2016, your Company organized ‘Technical Days 2016’ - a two day technical event that focuses on latest trends and future of the transmission & distribution industry. This was the ninth edition of the much awaited annual event which creates the opportunity of dialogue between technocrats across developers, customers and planners in the power sector. The event helps your Company to understand customer’s technical expectations and adapt accordingly to strengthen Company’s technical prowess. The event was attended by more than 250 customer delegates from various organizations across India. The event was inaugurated by Mr. A.K Jha, then acting Chairman and Managing Director of NTPC Limited. The inaugural session was attended by leading State Utility CEOs and members who interacted with the participants on the evolution of the technical demands of their respective State T&D grid networks.

Keeping in mind India’s growing new energy capacity addition such as solar and off grid technologies - ‘Technical Days 2016’ was focused on roadmap of transmission grid till 2022 and renewable energy evacuation and stability solutions - including major trends in gas insulated substation. A panel discussion on Transmission Grid 2022 with major T&D stakeholders was highly appreciated by customers.

In addition to the technical event, your company showcased many technologies and innovations at ‘SWITCH 2016’, a global electrical engineering expo organized in the state of Gujarat. During the event, GE was the knowledge partner for the Innovation module of the summit. Your Company actively participated in the conference. The highlight of the conference was the “Innovation Dome” where around 65 innovations from across the country were demonstrated. The Company presented three technology innovations in the sphere of power transmission and distribution which remarkably demonstrated how digitalization, decentralization and electrification are together transforming the power sector.

Services: Enhanced Capabilities for Managing Ageing Grid Assets

Consistent performance of past years and an adequate backlog volume at the end of this year assures solid foundation for Services business.

During the year under review, your Company won a contract with a power generation customer asset health check-up and life assessment of key substation assets. The solution is to be provided through the Company’s state of the art asset management offerings. This is a small but significant step towards digital asset management, which is a key focus area in the future of Services market in India.

The year also saw a very prestigious order won by Technical Training Institute of the Company, wherein a major state transmission utility has entrusted your Company to train more than 400 of their engineers on various topics related to T&D. It involved residential program wherein each batch went through 4 days of training covering two main topics as per the need of the batch.

OPERATIONAL EXCELLENCE

Achieved New Landmarks in Execution of Projects

Continuing its efforts to create differentiation through operational excellence, your Company has once again reached major landmarks in execution of projects in 2016-17.

In an important milestone, your Company successfully commissioned Pole 1 of Phase 1 of Champa 800 kV Ultra High Voltage Direct Current (UHVDC) project, transmitting 1,500 MW of power from Champa, Chhattisgarh to Kurukshetra, Haryana in March 2017

During the year under review, your Company demonstrated its expertise in execution of turnkey projects by commissioning 40 numbers of AIS and GIS substations. Main success stories were commissioning of 765 kV bay extension project for Power Grid at Phagi in record time of 6 months, commissioning of 1st solar project of 1x70 MW at Bhadla for Tata Power in 6 months, and commissioning of 110 kV GIS along with laying of 16 kms of 110 kV cable in Kollam city in record time. Apart from this large number of turnkey projects were also executed and commissioned for Company’s major customers, viz Power Grid, Odisha Power

Transmission Corporation Limited (OPTCL), West Bengal State Electricity Transmission Company Limited (WBSETCL), Gujarat Energy Transmission Corporation Limited (GETCO), Andhra Pradesh Transmission Company (APTRANSCO) and Megha infrastructure.

Your Company’s transformer factory in Vadodara commissioned 5 units of HVDC at Champa site, for 800kV, 23 units of ICT/GT along with 24 units of 765 kV Shunt Reactors. The transformer factory at Naini delivered 91 units and commissioned more than 70 units of Transformers & Reactors to more than 20 customers.

Throughout the year, your Company’s automation unit at Pallavaram has commissioned more than 1200 bays of new and retrofit Substation Automation systems from 33kV to 765kV and commissioned more than 700 Phasor Measurement Units across the country.

All your Company’s operations in India, be it in manufacturing, projects, services and automation, continue to be certified for Integrated Management System. This reinforces the quality of the processes of the Company and compliance to the same.

ENVIRONMENT HEALTH AND SAFETY

Your Company is committed to having a world-class program for managing Environment Health and Safety (EHS) risks. With successful integration to the GE, the EHS team adapted to the new One EHS model with a view to effectively address the different needs of leaders, managers and employees, respectively. This model consists of roles such as Business EHS Manager, Front line EHS Manager and Regional EHS Managers, who together constitute a framework for ensuring environment, health and safety.

Operational Ownership

Operational team’s commitment to EHS is ensured through: (1) regular reviews of managers’ EHS performance; (2) comprehensive EHS audits conducted by an independent central governance team and internal regional team (3) in-depth classroom EHS trainings for managers engaged in high Risk Operations like Lifting, Working at Height, Electrical works, LOTO Program and (4) feedback surveys in which employees anonymously evaluate their managers’ EHS commitment.

EHS professionals support and guide operational managers take lead in safety and compliance programs.

EHS a Continuous Improvement Process

Your Company has long been setting benchmarks in the field of EHS strategy and systems. The Company’s approach to continuous improvement includes a risk-based, integrated EHS framework tool, predictive EHS analytics, progressive risk-reduction techniques, product lifecycle assessment and robust governance systems.

EHS and engagement with Contractors Customers

Your Company’s Contractors often conduct high-risk operations in challenging environments. The Company is committed to help these business partners to deliver on their own EHS performance expectations by meshing its EHS systems with theirs. The Company supports them through various trainings and engagement exercises.

Your Company bagged safety trophy for sharing the best practices in a two-day safety seminar on transmission and sub-station construction organized by Power Grid. Your Company also received EHS recognitions and appreciations from various customers, namely Maha TRANSCO, Tan Transco (Tamil Nadu state Electricity board), Power Grid, Kerala State Electricity Board,Madhya Pradesh Power Generation Company, Airport Authority of India and UPRVUNL.

EHS training for managers

All GE operations managers undergo flagship EHS courses, namely, Plant Manager Training (PMT) or Service Manager Training (SMT). During these two-day courses, plant and service managers are trained on the EHS expectations and on strategy for delivering EHS performance. PMT and SMT also teach risk-identification skills through tabletop exercises derived from real-world case studies.

EHS Reviews

Your Company tracks EHS metrics in real time through a “Gensuite” tool. EHS performance is regularly reviewed through an internal EHS operating review within India by senior leaders of GE’s business and globally at corporate level.

Employee Feedback

As a feedback mechanism, periodic anonymous EHS-perception surveys are conducted at selected sites. These surveys are designed to measure employee’s engagement, their views ofEHS performance at their workplace and their impressions on their managers’ EHS commitment.

Certifications

All business units of Company are certified under the International Organization for Standardization, Environmental Management System (ISO 14001) and Occupational Health & Safety Assessment Specification (OHSAS 18001).

HUMAN RESOURCES

The Human Resources function of your Company aligns its actions with business strategy to enable the organization in achieving its priorities.

HR Partnership Model

During the year under review, the HR team has adopted a new HR partnership model to effectively address the different needs of its leaders, managers and employees.

This model consists of HR Business Partner (HRBP), HR Manager (HRM) and Centers of Excellence (COE). While HRBPs support and participate in the development and execution of business strategies in partnership with leaders, HRMs work closely with the employees and managers who provide leadership and guidance on individual HR needs and generate employee insights that influence organizational strategies. COEs on the other hand advice, execute and simplify common HR processes.

Embracing GE Beliefs

GE Beliefs are the foundation of our culture and lay out the expectations we have of our employees.

- Customers determine our success

- Stay lean to go fast

- Learn and adapt to win

- Empower and inspire each other, and

- Deliver results in an uncertain world

The HR team invested significant efforts over the year to drive awareness and adoption of GE Beliefs within your Company.

Performance Development

During the year ended March 31, 2017, the HR team facilitated the roll out of Performance Development (PD), shifting from a ratings driven evaluative approach to a developmental approach aimed at enabling each and every employee to achieve her/his true potential in their chosen profession. PD enables employees to give or request personalized insights in real-time enabling a culture of trust and openness in the organization. ‘Touchpoints’ provide an opportunity for Managers and Employees to initiate a dialogue that is aimed at maximizing the impact of the employee on the organization’s objectives.

Culture Compass

Your Company is focused on promoting a culture of simplification, digitization and faster interdepartmental decision making based on an employee opinion survey on culture, named as ‘Culture Compass’. Culture conversations are held and opportunity actions are being executed to increase overall effectiveness at workplace.

Learning & Development

Your Company is committed to investing in its people and developing their talent. The employees are offered leadership development and career accelerator programs administered by the Crotonville, our leadership development center which has presence around the world including India. Crotonville is at the forefront of contemporary thinking in leadership, strategy and innovation. Employees can participate in class room, e-learning and blended courses throughout the year based on their developmental goals.

Through the annual ‘People Review’ exercise, your Company identifies and develops leaders and tracks the effectiveness of the overall organization. The significant time the leadership team invests in this exercise is an indication of the value we attach to this process.

Rewards and Recognition

The Company’s in-house recognition program “Above & Beyond” continues to recognize both team and individual performance, as well as reward employee behavior exhibiting GE Beliefs.

Engaging the workforce

Your Company realizes the importance of an engaged workforce and the HR team is committed in driving key engagement activities to ensure the same. The Company has various exciting employee engagement programs. The Company’s ongoing employee engagement initiative SPARK was used to identify talented young managers through impactful deliberations on contemporary business challenges. One of the teams from Pallavaram unit comprising of Srinivas Kurasakatla, Jyothi Seetharaman and Aswath Ilango secured 2nd position in National Competition for Young Managers(NCYM) organized by All India Management Association (AIMA) in 2016. Your Company also conducted a creative pathways workshop for retiring employees to reflect and act on managing their retirement gracefully.

Prevention of Sexual Harassment (POSH)

In terms of Prevention of 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 line with the provisions of the act. No complaint on Sexual Harassment was reported under the said Act during the financial year under review.

QUALITY AND CONTINUOUS IMPROVEMENT

Your Company is committed to continuous improvement towards industrial excellence. The success of any continuous improvement initiative is dependent on the involvement of employees. Following are a few of the achievements/key actions realized through whole hearted participation of Company’s employees at all levels:

1. 24 structured process improvement projects contributing to significant operational performance improvement were successfully executed.

2. L1/L2 initiative, a proactive approach to assess and improve the level of mistake proofing in the processes, was deployed in all manufacturing units contributing to reduction of Cost of Poor Quality (COPQ).

3. Advanced Production System (APS) the global Industrial excellence model of Grid solutions has continued to progress quite well in all manufacturing units. APS model provides the necessary road maps and standards to improve and sustain Safety, Quality, Cost and Delivery (SQCD) performance and measure progress towards industrial excellence.

4. Enhancing competencies of employees at all levels is one of the key success factors for Continuous Improvement. In line with this need, two waves of Lean Six Sigma Green Belt training were conducted. On linebasic problem solving tools training has been deployed to enhance basic problem solving skills at different levels in the organization. Product line basic trainings were provided to production and quality supervisors, technicians and operators, to enhance awareness of manufacturing practices. Value Stream Mapping (VSM) workshops were conducted in Padappai and Hosur units.

5. Pallavaram and Padappai sites were among the 8 Energy Connections global units selected by GE group as brilliant factory learning sites. Brilliant factory 2017 Site contract of GE has been made in Pallavaram Unit and lean trilogy (Vision, VSM and Action Workouts) were completed

6. World Quality Day was celebrated across all the units. Employee engagement programmes to promote awareness and commitment to Quality were organized with active participation of Employees.

7. The turnkey business unit received award from Kerala State Electricity Board (KSEB) in recognition of on time completion of 110KV GIS Substation Kozhikode site and appreciation letter for high quality work in execution from Maharashtra State Electricity Transmission Company Limited (MSETCL), Kudus site;

8. Extra high voltage transformer manufacturing factory located at Vadodara received ‘GREENTECH GOLD Safety Award-2016’ in Engineering - Manufacturing sector for its outstanding achievement in safety management by Greentech foundation of USA.

9. Short circuit test of 105 MVA and 75MVA single phase transformer was successfully completed and certified by KEEMA Lab, Netherlands.

10. Pallavaram unit achieved 76% REACH (Registration Authorization and Evaluation of Chemicals) Compliance for Export components of HA-Midos and Micom Products (17000 components and 707 suppliers).

11. New Motor Generator (MG) set arrangement to enhance the test facility for 3 phase Partial Discharge (PD) measurement was implemented in Naini unit.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility and inclusiveness are part of GE’s sustainability strategy. In our context, it has wider connotations. Diversity, efficient resources management, climate change and engaging partners of your Company in the process of sustainability are part of the overall agenda. Through employee volunteering, sustainability goals, contribution by our global Foundation and country CSR efforts, GE as a group has endeavored to prioritize Company’s commitment towards sustainable and inclusive development.

The Corporate Social Responsibility (CSR) Committee, chaired by Dr. Kirit S. Parikh recommends to the Board, the CSR projects/activities to be undertaken by the Company, plans for CSR expenditure, monitors the implementation of the CSR Policy and reports to the Board of Directors.

The CSR Policy of the Company can be accessed at the web-link: http://www.ge.com/in/sites/www.ge.com.in/files/CSR%20Policy.pdf.

In continuation of your Company’s previous years’ efforts on corporate social responsibility, the Company continued to drive its social development goals with a combination of key thematic areas - such as livelihood, energy & environment and activities focused on supporting broader quality of life parameters such as improved educational infrastructure, empowerment of women, improved water and sanitation facilities. Our CSR initiatives are aligned with Government of India’s Swachh Bharat programme and United Nations Sustainable Development Goals.

Your Company’s CSR programmes have well-structured employee participation. For the employees, who actively participate in implementing and supporting the CSR projects, it is a rewarding experience of close engagement with communities.

Livelihood and Income Generation

Your Company is implementing a holistic livelihood programme in the neighborhood of its manufacturing location at Vadodara. The initiatives under the programme are primarily aligned with rural livelihood options and are an outcome of the assessment conducted prior to the programmes.

The focus of the Company is on enhancing income generation and savings in the five key villages of Kotambi, Alamgarh, Machlipura, Singhapura and Jambudiya. The first phase includes reskilling youth, promoting savings culture by linking with government schemes, encouraging entrepreneurship, improving farm practices and empowering people to expand their livelihood opportunities. In order to ensure sustainability of the programme, the endeavor is to promote grassroots community leadership.

The outcome of these programmes, so far, are:

- 18 Self Help Groups have been registered, comprising 180 women, which have been linked with bank schemes.

- 254 women have been trained on financial inclusion and literacy.

- 122 farmers, including 65 women farmers, have undergone training from KrishiVigyan Kendra, Indian Council of Agricultural Research

- Non-farm vocational skilling is also part of the programme, with a target to train 50 youth from the villages to take up alternative occupations as well as augment farm incomes of their families.

Energy and Environment Access to electricity through clean energy

The Company is electrifying 100 rural households, of village Rehi Kala and the neighboring villages at Naini, Uttar Pradesh through solar power, who otherwise do not have the resources to install inverters or adopt solar power on their own. The project also involves installation of 20 bright LED street lights to illuminate village roads at night.

Enhancing quality of life Villages development activities in the neighboring villages

The village development project at Vadodara is a holistic programme focused on overall development of the community. The Company has strengthened the infrastructure of anganwadis and schools in areas such as water, sanitation, civil and electrical renovations. The village milk collection center has been renovated resulting in better facilities for the community. Our health camps have benefitted more than 450 people. A water treatment plant has been provided, which should benefit the entire neighbourhood with clean and safe drinking water.

Schools and children

Naini, Uttar Pradesh

The CSR programme at Naini has helped the community with water handpumps, water purifiers, booster pump, improved infrastructure, bio-toilets and a complete sanitation complex where the water is drawn through solar power. At Sarojini Naidu Hospital, the Company has supplemented their facilities with a dialysis machine, nebuliser, heat blowers, desert coolers and improved wash rooms.

Pallavaram and Padappai, Tamil Nadu

The Company has continued its support to the Primary and High Schools in the Cantonment. This year, the Company provided them with state of the art science laboratory and a smart education centre that uses audio-visual experience. A project, called NIRMANA, with a focus on health, hygiene, cleanliness and child abuse, has been effective in bringing about behavioral change and self-confidence amongst the children.

The Company has also enabled 1,600 elderly people from vulnerable sections of society In Chennai and Padappai to have access to quality eye care and cataract surgery.

Hosur, Tamil Nadu

The focus of programme at Hosur was on improving infrastructure, sanitation and providing improved water facility at the local Industrial Training Institute. The Company has provided infrastructural support to the Government Boys High School, Government Girls High School and an Industrial Training Institute under its CSR activities.

Support for people with disabilities

Saint Louis Institute for the Deaf and Blind, Chennai, Tamil Nadu, has over 600 children with visual and hearing challenges. The Company has supported the institute with a computer laboratory, a smart education center, musical instruments, tables and chairs.

At Naini, your Company has been contributing to the betterment of people with disabilities since 2015. The Company continued its efforts in this direction this year. The Accelerated Learning Camp was supported with renovated toilets, user-friendly canes for walking, sleeping beds and batteries for inverter.

The details on CSR activities of the Company is annexed as “Annexure A” to the Directors’ Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

- that the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

- that 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 at March 31, 2017 and of the profit/loss of your Company for the year ended on that date;

- that 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;

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

- that 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

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

DIRECTORS

During the year under review, the Board of Directors of your Company co-opted Ms. Neera Saggi as additional director in Independent category with effect from July 26, 2016 for a period of five years. Your Company also co-opted Mr. Gaurav M Negi (who was earlier appointed as Chief Financial Officer effective from June 1, 2016) as additional director and Whole-time Director & Chief financial Officer for a period of two years with effect from July 26, 2016 and Mr. Nagesh Tilwani as additional director and Whole-time Director & Grid Automation Business and later as Whole-time Director & Head AIS Business for a period of two years with effect from December 21, 2016. Mr. Negi, being whole-time director & Chief Financial Officer and Mr. Nagesh Tilwani, being Whole-time Director & Head AIS Business, are also Key Managerial Personnel of the Company. The Board of Directors also co-opted Mr. Stephane Cai as additional director liable to retire by rotation with effect from September 7, 2016 and appointed him as Chairman of the Board.

Mr. Ravi Kumar Krishnamurthy was an Alternate Director to Mr. Michel Augonnet. Due to Mr. Augonnet’s presence in India at various times, Mr. Krishnamurthy ceased to be an Alternate Director for short spells of time and was intermittently re-appointed as an Alternate Director to Mr. Michel Augonnet. The Board of Directors of your Company at its meeting held on July 26, 2017, co-opted Mr. Ravi Kumar Krishnamurthy as Whole-time Director for a period of two years with effect from July 26, 2016. Later he resigned with effect from December 21, 2016. During the year under review, Mr. S.M. Momaya, superannuated from services of the Company and accordingly ceased to be Whole-time Director & Chief Financial Officer and director of the Company with effect from close of business hours on May 31, 2016. Mr. Chandan Roy, Independent Director left for heavenly adobe on June 23, 2016. Ms. Isabelle Compain-Gerlier and Mr. Michel Augonnet resigned from the Board with effect from July 4, 2016 and September 7, 2016, respectively. Mr. Rathindra Nath Basu resigned from the position of Managing Director of the Company with effect from end of business hours on February 28, 2017 to take a global role in GE Grid Solutions as Chief Commercial Officer. Further, he resigned as a director of the Company with effect from April 4, 2017.

Your Board has appointed Mr. Sunil Wadhwa as additional director and Managing Director of the Company with effect from April 4, 2017 for a period of five years.

Necessary resolutions in respect of appointment of the directors mentioned above have been included in the notice convening the ensuing annual general meeting. Your directors commend their appointment/ re-appointment. The particulars in respect of these directors as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are also available in the ‘Board of Directors’ section in the report on Corporate Governance in the Annual Report.

Managerial Remuneration

During the quarter ended June 30, 2016, Company has re-evaluated recoverability of certain customer debts. On the basis of internal evaluation and various factors, including significant lapse of time and resultant increase in uncertainty in realisation, the Company has provided for an amount of Rs. 693 million as bad debts reserve (excluding provisions on account of expected credit loss). The Company has also reassessed the pending matters relating to taxes, and accordingly, has created provisions of Rs. 384 million and Rs. 1,450 million towards direct tax and indirect tax litigations/disputes, respectively. This has resulted into loss in terms of Section 198 of the Companies Act, 2013.

In view of loss during the financial year ended March 31, 2017, (a) in terms of Part II of Schedule V of Companies Act, 2013 approval of Shareholders by way of special resolution is being sought for the payment of managerial remuneration (excluding the perquisites not included for the computation of the ceiling on remuneration as per Part II of Schedule V of Companies Act, 2013 viz. leave encashment at the end of tenure, contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income-tax Act, 1961 and Gratuity) of Rs. 1,70,36,594, Rs. 18,56,092 and Rs. 1,03,07,786 to Mr. Rathindra Nath Basu, Mr. S. M. Momaya and Mr. Ravi Kumar Krishnamurthy, respectively, and (b) amounts of Rs. 1,45,00,000, Rs. 1,60,78,730 and Rs. 96,36,420 recoverable from Mr. Rathindra Nath Basu, Mr. S. M. Momaya and Mr. Ravi Kumar Krishnamurthy, respectively, as excess remuneration have been refunded by them. In terms of Section III of Part II of schedule V of the Companies Act, 2013, the holding company of the Company i.e., M/s Grid Equipments Private Limited has made payment of Rs. 2,35,00,000, Rs. 1,68,28,566 and Rs. 1,10,19,578/- to Mr. Rathindra Nath Basu, Mr. S M Momaya and Mr. Ravi Kumar Krishnamurthy, respectively for the above amounts refunded, along with bonus payable by the Company.

Declaration by Independent Directors

All the independent directors of your Company have made declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and regulation 16(1)(b) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familarisation Programme for Independent Directors

Your Company under ‘Familarisation Programme for independent Directors’, familiarises independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarisation programmes may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited. During the year under review, 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. in this respect, presentations were made to independent Directors by the Managing Director, Whole-time Director & CFO and other management personnel. Apart from this, a familiarization programme on ‘Board Evaluation’ was conducted in the financial year 2016-17. This program of half an hour was attended by all the Independent Directors.

AUDIT COMMITTEE

The audit committee of your Company comprises of Mr. Rakesh Nath as the Chairman and Mr. Bhanu Bhushan, Ms. Neera Saggi and Mr. Stephane Cai as other members. Details in respect of the audit committee are provided in Corporate Governance Report forming part of the Directors’ Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

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

The said policy may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited.

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. The aforesaid policy of the Company on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as “Annexure B”.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Nomination and Remuneration Committee in terms of Securities and Exchange Board of India (SEBI) circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated January 5, 2017 was aligned criterion of evaluation as prescribed.

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually including independent Directors, Board as a whole and of its various committees.

During the year under review, the Independent Directors in terms of Companies Act, 2013 and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, carried out performance evaluation of non-independent directors, Chairman of the Board and Board as a whole based on criterion of evaluation as approved by Nomination and Remuneration Committee.

Nomination and Remuneration Committee in terms of Companies Act, 2013, carried out evaluation of every director’s performance.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure C”.

A statement showing the names of employees drawing remuneration in excess of the limits as set out in section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure D”.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return is detailed in form MGT.9 annexed as “Annexure E”.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, eleven meetings of the Board of Directors were held, details of which are provided in Corporate Governance Report forming part of the Directors’ Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investment made are detailed in Note 4 to the financial statements forming part of the Annual Report. Your Company has not provided any loan, 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 Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited.

All related party transactions during the year under review were on arm’s length basis and in the ordinary course of business. There were no material related party transactions made by the Company which could be considered material in accordance with Related Party Transactions Policy of the Company.

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

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

RISK MANAGEMENT

The Board of Directors of your Company has laid down a Risk Management Policy for the Company. It identifies elements of risks inherent to the business pertaining to tender and contract execution, operational and financial, environment, health and safety, reputation and image, currency fluctuation, compliance, etc. it also contains a control matrix in respect of sources and consequences of above risks and control measures to help manage them. 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 the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the internal Finance Control process. 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 Report forming part of the Directors’ Report.

CORPORATE GOVERNANCE

The Company is committed to maintain and adhere to the highest standards of Corporate Governance practices.

Pursuant to regulation 34 (3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reports on Management Discussion and Analysis and on Corporate Governance have been included in this Report as separate sections. A certificate from B S R & Associates LLP, 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 included in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, as amended, the Business Responsibility Report describing the initiatives taken from an environmental, social and governance perspective, in the prescribed format has been included in this report as separate section.

PROMOTER SHAREHOLDING

As reported in previous Directors’ Report, pursuant to an ‘Open Offer’ in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations”) completed in February 2016, the shareholding of the Acquirer/ Promoter Group increased from 75% to 75.02% upon acquisition of 42,570 equity shares acquired by the GE Energy Europe B.V. in the offer. In terms of regulation 7(4) of SEBI SAST Regulations read with rule 19A of Securities Contracts (Regulations) Rules, 1957, the Company/ Promoters had one year time from completion of open offer to comply with minimum public shareholding threshold. In this respect, GE Energy Europe B.V. (“GEEE B.V”) completed sale of 42,565 equity shares in the Company on November 2, 2016, pursuant to the approval by Securities and Exchange Board of India for on-market sell down, in accordance with the provisions of the SEBI Circular No. CIR/ CFD/ CMD/ 14/ 2015 dated November 30, 2015, to comply with the minimum public shareholding threshold. Later GEEE B.V on May 4, 2017, sold its balance shareholding (5 shares) in the Company to another existing promoter, GE Grid Alliance B.V. On account of this transaction, GEEE B. V. has ceased to hold any shares and accordingly has ceased to be a promoter of the Company.

STATUTORY AUDITORS

M/s. B S R & Associates LLP, Chartered Accountants, were appointed as statutory auditors at previous Annual General Meeting (‘AGM’) to hold office till the conclusion of 65th AGM subject to ratification of the appointment by the members at every AGM. In terms of Section 139 of the Companies Act, 2013, appointment of M/s B S R & Associates LLP, Chartered Accountants. as Auditors of the Company is recommended for ratification at ensuing AGM.

COST AUDITORS

M/s. Shome & Banerjee, Cost Accountants and M/s. Jugal K Puri & Associates, Cost Accountants, were appointed as cost auditors of your Company for the financial year ended March 31, 2017 with M/s. Shome & Banerjee, Cost Accountants being the Lead Cost Auditor.

The Cost Audit Report for financial year ended March 31, 2016, of the Company was filed on August23, 2016, well within the specified time under applicable Companies (Cost Audit Report) Rules, 2011.

In terms of the Companies (Cost Records and Audit) Rules, 2014, your Company has appointed M/s. Shome & Banerjee, Cost Accountants and M/s. Jugal K Puri&Associates, Cost Accountants, as cost auditors of the Company for the financial year ending March 31, 2018to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. M/s. Shome & Banerjee, Cost Accountants shall be the Lead Cost Auditor. Their remuneration approved by the Board, is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s VKC & Associates (Company Secretaries), as Secretarial Auditor of the Company for the financial year ended March 31, 2017.

The Secretarial Audit Report from M/s VKC & Associates (Company Secretaries) for the financial year ended March 31, 2017is annexed as “Annexure G”. In reference to recovery of managerial remuneration paid in excess of amounts as laid down under the provisions of Section 197 read with Schedule V to the Act to the whole time directors/ managing director during the financial year under review, the excess amount of Rs. 40.2 million has been refunded by the respective executive directors.

ACKNOWLEDGMENTS

The Directors wish to convey their gratitude and appreciation to all of the Company’s employees at all its locations for their tremendous personal efforts as well as their collective dedication and contribution to the Company’s performance.

The Directors also express its gratitude to various Government/ Regulatory authorities, shareholders, customers, vendors, bankers and all other business associates for their continued support extended to the Company during the financial year ended March 31, 2017 and look forward for the same in the years to come.

For and on behalf of the Board

Sunil Wadhwa

Managing Director

Gaurav M. Negi

Place: New Delhi Whole-time Director &

Date : June 22, 2017 Chief Financial Officer

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the fifty-ninth Annual Report together with the Audited financial statements of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS (Rupees millions) Particulars Year ended Year ended March 31, 2015 March 31, 2014

Sales and Services (Net) 37,107.2 35,235.4

Operating Profit before Finance Cost 2,427.5 2,530.0

(As a percentage of net sales) 6.5% 7.2%

Finance Cost (Net) 725.7 755.6

Profit Before Tax 1,701.8 1,774.4

Tax Expense 496.1 604.2

Profit After Tax 1,205.7 1,170.2

Balance brought forward from previous year 8,424.7 7,908.4

Profit available for appropriations 9,630.4 9,078.6

Appropriations

Proposed Dividend 460.9 460.9

Corporate Dividend Tax 93.8 75.0

General Reserve - 118.0

Others (CSR and depreciation adjustments) 20.6 -

Balance carried forward 9,055.1 8,424.7

DIVIDEND

Your Directors take pleasure in recommending a dividend of 90% (Rs. 1.80 per share) for every equity share of face value of Rs. 2/- each, for the financial year ended March 31, 2015.

ADVANTAGES OF GAS INSULATED SWITCHGEAR

- Very high reliability

- Compact and flexible

- Reduced civil works and very quick onsite assembly

- Low maintenance

- Minimised servicing during repair and extensions

- Minimised ecological impact

PERFORMANCE REVIEW

A CHALLENGING MARKET, YET ANOTHER YEAR OF MAJOR ACHIEVEMENTS

During the year under review, the country underwent a change in government amidst high expectations of key policy reforms and optimism. Against this backdrop, the growth rate of Indian economy was 7.4% [as per the new methodology of Gross Domestic Product (GDP)]. However, the deceleration in the preceding three years had severely impacted the industry and infrastructure capital expenditure.

Asset quality of public sector banks remain a concern with Non-Performing Assets (NPAs) of the banks in the country at Rs. 4.7 trillion at end of March 2015. The key factors are stalled projects, sluggish economic growth in recent past, frozen credit and highly leveraged balance sheets of corporate sector. This increase in NPAs has led to significant reduction in sectoral lending to power and infrastructure sector throughout the year.

Power Generation continues to struggle with stranded capacities and delays due to cancellation and subsequent auction of coal mines. The State Electricity Boards, Discoms are struggling with financial losses and are neither able to purchase power nor able to pay Gencos and equipment suppliers. This is impacting fresh investments in the state T&D sector.

The value of stalled projects at the end of December 2014 was Rs.8.8 trillion or 7% of GDP The private sector accounted for Rs. 1.8 trillion while public sector accounted for Rs. 7.7 trillion. Out of these infrastructure and manufacturing projects dominated the total value of stalled projects. The sector with a large number of stalled projects for both public and private sector was electricity. At the end of third quarter of 2014-15, 80 projects were stalled in this sector, of which 75 were in generation sector, thus, impacting the ordering for T&D equipment segment. Stalled projects severely affected the balance sheet of the corporate sector and public sector banks, which in turn limited private sector investments.

Amidst the challenging business environment, the Company sustained its performance with improved profitability, revenues and order backlog during the year under report, and retained its market leadership position for the seventh year in a row.

The Company''s constant focus on investments in technology, localised customer centric solutions, strategy of selective bidding for orders and timely execution of projects were key to moving ahead in a market with moderate growth opportunities.

Overall, your Company successfully achieved a balanced portfolio of orders, resulting in sustained leadership and improved performance.

YEAR OF MILESTONES:

HVDC SUPERGRID SOLUTIONS

During the year, Alstom Group was awarded Rs. 32,500 million HVDC super grid solutions order to build the Phase II of the 1,365 km long "energy highway" between Champa in central India and Kurukshetra in northern India. Your Company''s share in the said contract was Rs. 14,300 million. This project, once completed, will enable, bulk power transfer efficiently from the Chhattisgarh region - a hub of Independent Power Producers - to the load center in the northern region of the country. This new ±800 kV, 3000 MW UHVDC link will run in parallel with the first UHVDC transmission link (awarded to Alstom in 2012), increasing the total bulk power transmission capacity of the advanced UHVDC system to 6000 MW.

This contract confirms our customer''s confidence in Alstom''s expertise in HVDC solutions and adds to the list of HVDC milestones achieved by the Company. In the past, Alstom has supplied HVDC systems for Vizag (Andhra Pradesh), Chandrapur (Maharashtra) and Sasaram (Bihar) thereby developing the Supergrid highways for the Indian national grid.

MAKING GLOBAL TECHNOLOGY IN INDIA:

INDIA''S FIRST ''MAKE IN INDIA'' 800 kV HVDC TRANSFORMER

Alstom is a leading technology player in the T&D sector worldwide. Alstom''s ability to innovate its technology and localise as per the requirements of national grid has given it a competitive edge and positioned it as a technological leader in the country.

In India, your Company, which has been at the forefront of ''Making in India'' since 1957, has a strong local manufacturing base in the country. It has world-class manufacturing facilities for products like switchgears, power transformers, instrument transformers, automation products etc., which uses the same processes and technologies as used by the parent Company.

In 2014-15, a historical milestone was achieved with the flag-off of India''s first locally manufactured 800 kV HVDC convertor transformer from the world-class power transformer manufacturing facility at Vadodara, in Gujarat. The transformer was flagged-off by Hon''ble Chief Minister of Gujarat, Smt. Anandiben Patel, in the presence of eminent dignitaries from Power Grid, central and state utilities and private sector customers. The convertor transformer is part of Power Grid''s 3000 MW, 800 kV Champa-Kurukshetra UHVDC Phase 1 link.

The challenging task of designing, manufacturing and testing 800 kV DC converter transformers was accomplished successfully with the transfer of complex design and manufacturing technology to the local unit at Vadodara. Also, recent investments made in expanding the manufacturing and testing facilities for the HVDC line of transformers at the unit enabled this achievement.

Alstom T&D''s transformer factory at Vadodara achieved another key milestone by supplying the 200th 765 kV product (Transformer/Reactor) within a short span of 6 years since its inception, for the first time ever in India. The 110 MVAR 765 kV 1-phase Shunt Reactor supplied to Power Grid in March 2015 marked the achievement of this record milestone.

FIRST CHOICE OF CUSTOMERS ACROSS THE ENERGY CHAIN

Your Company''s technological leadership across the energy chain was demonstrated through a diverse and balanced mix of projects across utilities, power generation, industry and infrastructure segments.

While the Indian utilities, both central and states, were the key drivers for the T&D market in 2014-15, power generation, industry and infrastructure provided limited market opportunities Power Grid, world''s second largest transmission utility awarded your Company several projects, spread across India for the development of India''s national grid infrastructure.

- Your Company secured an order worth approximately Rs. 2,000 million, to supply transformers for the upgrade and expansion of 400/220 kV grid substations across eastern India. The project is part of the Eastern Region Strengthening Scheme of Power Grid, which aims to improve the transmission infrastructure in the states of West Bengal, Odisha and Bihar in eastern India. The new equipment will strengthen power handling capacity of various substations across these states, stabilising the transmission network.

Under this contract, Alstom will upgrade existing 400/220 kV substations by installing new equipments, such as circuit breakers, instrument transformers, protection and control panels. Alstom will supply seven units of 400/220 kV, 500 MVA transformers and three units of 220/132/33 kV, 160 MVA transformers.

- The Company was also awarded a contract worth approximately Rs. 1,380 million, to supply transformers and reactors for the expansion of 400/220 kV grid substations across southern India. The project is part of Power Grid''s System Strengthening Scheme to boost power handling capacity of substations, and stabilise the transmission infrastructure in southern India.

- The Company secured a contract of Rs. 670 million to expand and upgrade the energy management system of India''s various control centers in North East India: North Eastern Regional Load Despatch Centre (NERLDC) and seven other Regional Load Despatch Centers (RLDCs).

The project includes supply, installation, testing and commissioning of 87 Remote Terminal Units (RTUs) and 9 Control Centres. RTUs are intelligent devices that collect data from remote locations to enhance network visibility for grid operators. Meanwhile, Alstom''s e-terraplatform software solution analyses the data to help grid operators take decisions in real-time, and enhance grid security. The NERLDC system operator can, thus, anticipate abnormalities and prevent electrical system anomalies.

Your Company was also chosen to supply and refurbish HVDC converter transformers for strengthening the 1000 MW HVDC station at Bhadrawati in Maharashtra which interconnects and transfers surplus power from Western India to Southern India. The turnkey contract includes designing, engineering, manufacturing, refurbishing, erection and commissioning of HVDC converter transformers (234 MVA, 400 kV).

Consequently, several state utilities took the initiative to invest in strengthening their inter and intra state transmission and distribution grid infrastructure.

During the year under report, various state utilities across India chose your Company as the preferred supplier of T&D products and solutions for their grid network.

- Maharashtra State Electricity Transmission Company

Limited (MSETCL) awarded your Company orders of around Rs. 2,462 million, to build 400/220 kV grid substations at Kudus, Alkud and Kondhwa in Maharashtra. The scope includes power transformers, substation automation system and other auxiliary equipment. For Kondhwa, Alstom will also build, on a turnkey basis, a 220/22 kV gas-insulated substation with other electrical equipment.The substations will strengthen the 400/220 kV transmission network as part of Maharashtra''s 12th Five Year plan to strengthen the transmission system and enhance the capacity of power evacuation systems.

- Southern Grid did not see much investments in the 11th plan. Tamil Nadu has now decided to strengthen its T&D grid. Your Company was awarded three substation projects aggregating approximately Rs. 2,400 million, by Tamil Nadu Transmission Corporation Limited (TANTRANSCO).

These substation projects will establish a 400/230/100 kV Air-Insulated Substation (AIS) at Rasipalayam, connecting Tamil Nadu''s transmission network to India''s national grid. It will also establish two 230/110 kV air-insulated substations in Vyasarpadi and in Omega Industrial estate, both near Chennai, the capital city of Tamil Nadu. The substations will stabilise power supply in and around Chennai to cope-up with the increasing industrialisation.

- Himachal Pradesh, a state with major hydro resources and generation potential, is expanding T&D network to transmit the power to the end-consumer. Your Company was chosen by Himachal Pradesh Power Transmission Corporation Limited (HPPTCL) to supply a 66 kV Gas-Insulated Substation (GIS) at Urni. The project scope includes design, engineering, manufacture, supply, testing, and commissioning of the 66 kV GIS, substation automation and control system. All the equipment will be produced by Company''s state-of-the-art manufacturing facility at Padappai near Chennai. This substation will transmit power from new generation sources into the Kinnaur district of Himachal Pradesh.

- Bihar, one of the rapidly growing states in India, is revamping its power sector. Your Company secured an order worth Rs. 507 million, to renovate and modernise 132/33 kV grid substations across various locations in the state for Bihar State Power Transmission Company Limited (BSPTCL) with new, advanced technology including 132 kV and 33 kV outdoor circuit breaker, isolator, lightning arrestors and relay control panels.

With Government of India''s ambitious renewable capacity addition plan, especially in solar (100 GW by year 2022), India''s energy mix is expected to become more diverse in the future. The Indian national transmission grid needs to be strengthened to handle grid instability and deliver stable power to the states and the load centers.

Your Company''s technical expertise in developing evacuation infrastructure for power generation, conventional and renewables was recognised through the award of several key projects such as:

- NTPC Limited, India''s largest energy conglomerate and a Maharatna company awarded an order worth around Rs. 1,800 million to supply a 765 kV switchyard at the 2x800 MW Darlipalli Super Thermal Power Project (STPP) in Sundergarh, Odisha. The 765 kV switchyard will facilitate evacuation of 1600 MW of power produced by the STPP to the state grid of Odisha. The scope includes design, engineering, manufacturing, installation and commissioning of eleven 765 kV bays and fourteen 132 kV bays.

- Rajasthan Rajya Vidyut Prasaran Nigam Limited (RRVPNL) chose your Company to supply a 400/220 kV substation in Bhadla, and expand the existing 400/220 kV substation in Bikaner, both situated in the state of Rajasthan. The new 400 kV grid substation at Bhadla will help evacuate power from the Bhadla solar park and other upcoming solar parks in the area, while the expansion of the 400/220 kV substation at Bikaner will facilitate the transmission of solar power generation to the national grid. Scope involves designing, engineering, manufacturing, installation and commissioning of twenty 400 kV bays and seventeen 220 kV bays at Bhadla. The Bikaner expansion project includes the supply of eight 400 kV bays, transformers, circuit breakers, control and protection relays and substation automation system.

The above projects are manifestation of your Company''s successful strategy, expertise, reputation and ability to be the first choice of customers across the entire power cycle.

AT FOREFRONT IN DEVELOPING THE SAARC GRID

South Asia is one of the fastest growing regions in the world. The economic sustainability of the SAARC region demands energy security and greater cross-border electricity trade.

At present, within SAARC, India is importing around 1,500 MW of power from Bhutan while exporting around 500 MW to Bangladesh and 150 MW to Nepal. For the cross border power exchange trade to expand, seamless flow of electricity from one grid to another and reliable grid operations is crucial.

Bangladesh is developing a comprehensive and integrated plan for power generation, transmission and distribution with an aim to achieve 100 percent access to electricity by 2021, calling for a network robust enough to integrate power generated from varied sources.

Your Company has delivered Bangladesh''s largest power transformer 520 MVA, 3 phase, 420/235/33 kV to Power Grid Company of Bangladesh Limited, the central transmission and distribution organisation of Bangladesh for the Bibiyana II 420 kV substation.

Bibiyana II substation is the first 420 kV switchyard in

Bangladesh designed to evacuate power from the nearby 340 MW power plant. The transformer for Bibiyana II was manufactured at your Company''s state-of-the-art facility at Naini, India''s first Power Transformer manufacturing plant.

Bhutan has large hydropower potential, estimated at 25,000 MW. The Government of India and Royal Government of Bhutan have agreed to develop the hydropower sector in Bhutan, targeting 10,000 MW of hydroelectric generation by 2025.

During the year, your Company was awarded a Rs. 550 million contract by Mangdechhu Hydroelectric Project Authority (MHPA) to supply power transformers for the 720 MW (4 x 180 MW) Mangdechhu Hydroelectric Project.

Scope includes supply of thirteen units of 75 MVA, 400 kV generator transformers and an 80 MVAR, 400 kV shunt reactor. Also Alstom will design, engineer, manufacture, supply, transport, erect, test and commission the generator transformers, shunt reactor and associated equipments for the project located by the river Mangdechhu in Trongsa district, Bhutan. The project is a major landmark in grid development for hydro power in Bhutan. All equipment will be supplied from Company''s world class manufacturing facility at Naini.

Sri Lanka witnessed the introduction of smart technologies in their transmission grid when your Company was awarded Sri Lanka''s first energy management system, for transmission grid monitoring, stability and control, by Ceylon Electricity Board (CEB). Alstom will supply its world-leading energy management system e-terraplatform, to enable reliable, secure and efficient operation of Sri Lanka''s hydro-thermal electricity system. Under the project, Alstom will build at Colombo, the National System Control Centre, equipped with supervisory control, data acquisition, and energy management system. It will install and integrate 34 RTUs with the new system and integrate existing substation automation systems. Equipment will be manufactured from Alstom''s manufacturing facilities in India.

SERVICES: ENHANCED CAPABILITIES FOR MANAGING AGEING GRID ASSETS

During the year, Service business continued on the double digit growth path, registering an increase of 19% in sales as compared to financial year 2013-14. To ensure long term sustainability of this growth, Service business continue to strengthen its team of service engineers not only through additional resources but also by ensuring that existing team members are continuously trained to increase their level of competencies, and thereby serving new demand of esteemed customers.

With over 300 trainees during the year, your Company''s Technical Institute at Padappai continues to upgrade the skill of the technicians and engineers of our customers, as part of service mission to develop and expand the servicing scope across its products and offerings to old as well as new customers.

Service business has been offering life cycle extension support services on power transformers, which are being produced by Alstom since many decades. This year, additional capability has been established for transformer repairs by dedicating an existing production line at transformer factory at Naini for transformer repairs. Equipped with its own winding machines, VPD, high capacity cranes and a fully equipped testing bay, it has capability to handle transformers of upto 400 kV class of any make.

OPERATIONAL EXCELLENCE

Continuing its efforts to create differentiation through Operational Excellence, your Company has once again reached major landmarks in execution of product and project portfolio in 2014-15.

During the year, your Company demonstrated its expertise in execution of turnkey projects by commissioning 51 AIS and GIS substations. The first 765 kV substation of Rajasthan at Anta was commissioned by your Company during the year. Apart from this, turnkey projects were also executed and commissioned for Company''s major customers: PGCIL, MSETCL, WBSETCL, GETCO, CSPTCL and APTRANSCO.

Service business commissioned 11 substations and under took more than 100 major retrofit jobs of circuit breakers, disconnectors and current transformers. It also continued to execute five major Annual Maintenance Contracts including Delhi and Chennai Airport''s power distribution systems.

Your Company''s transformer factory in Vadodara commissioned 40 units of 765 kV ICT/GTs along with 72 units of 765 kV Shunt Reactors. The transformer factory at Naini delivered the largest 400 kV, 520 MVA transformer for Bangladesh apart from delivering on time transformers and reactors to more than 30 customers.

Your Company''s Network Management Services unit commissioned world''s first-of-its-kind National Transmission Asset Management Centre at Manesar for Power Grid. Throughout the year, your Automation unit at Pallavaram has commissioned 740 bays of new and retrofit Automation Substation systems from 66 kV to 765 kV.

All your operations in India, be it in manufacturing, projects, services and automation, continue to be certified for IMS (ISO 9000, ISO 14000 and OHSAS 1800). This reinforces the quality of the processes of the Company and compliance to the same.

TECHNOLOGY DEVELOPMENT THROUGH VOICE OF CUSTOMERS

In December 2014, your Company organised ''Technical Days 2014'' - a two day annual technical event on the current and future technological evolution of the electrical grid in the country. This was the 5th edition of the event and it enhances the dialogue between developers, customers and planners on the latest technologies and trends in the power sector. This also helps Alstom Grid to understand customer''s technical expectations and partner with them in strengthening the country''s grid network. The event was attended by more than 180 customers from various organisations across India. It was inaugurated by Dr Arup Roy Choudhury, Chairman & Managing Director, NTPC Limited along with Mr R. P Sasmal, Director (Operations) Power Grid and other dignitaries.

This year''s conference was themed ''Challenges and solutions of the future transmission grid'' enabling discussions on the future grid challenges like management & monitoring of renewable energy in the grid, asset management, digitisation of networks, storage solutions for smart grid and bringing power to metros and integrating renewables through HVDC links.

In addition to the technical event, your Company showcased a number of technologies and innovations at GRIDTECH 2015 India''s largest exhibition on new technologies in power transmission, distribution, smart grid and communications. The event was organised by state-owned transmission giant, Power Grid.

At the event, Alstom showcased its latest innovations which included 765 kV GIS Switchgear Disconnector Component (manufactured at its Padappai factory at Chennai), Asset condition monitoring and asset management - MS3000 & e-terra asset care, RPH3 controlled switching device for circuit - breakers, Smart grid solutions, Digital substations and eco efficient green transformers. The highlight of the event was Alstom winning the award for the ''Best Stall'' in the category of ''National Companies''.

Hon''ble Minister of Power and Energy, Mr. Piyush Goyal inaugurated Alstom''s booth in presence of Mr. R.N. Nayak, Chairman and Managing Director, Power Grid, Mr. I. S. Jha, Director (Projects), Power Grid and Mr. Devendra Chaudhary Special Secretary Ministry of Power.

ENVIRONMENT, HEALTH AND SAFETY

For your Company, the absolute respect of Environment, Health and Safety (EHS) is a priority.

Safety, health and well-being of its employees and all the people working for the Company is of the utmost importance. When it comes to occupational safety, your Company is working to reduce the number of severe accidents to ''Zero''. This is the aim of the Alstom''s Zero Deviation Plan which remains the backbone of safety attitude of every Alstom employee. The Company encourages and ensures not only its employees but also its sub contractors working on Company''s sites as well as its customers to adhere to its EHS policy.

Alstom Zero Deviation Plan

A single and stringent approach to safety for the entire Alstom Group has been developed to focus on high-risk activities and protect all employees and contractors from the risks they may face when working for Alstom in a factory, at a workshop, at a project and/or construction site. This approach, in short, is the Alstom Zero Deviation Plan. It is made up of three priority actions:

Action 1: In-depth analysis of Severe Accidents

Your Company adopts the "Lesson learnt" Process known as Prevention Notice. It is a visual description, with pictures and drawings to explain the accident, the causes and corrective actions to be implemented across all units and customer sites. Action 2: Implementation and audit of the Alstom Safety Directives

Contractor EHS Audits: Performed on each Alstom critical contractor by the site EHS representative to check that contractors are complying with Alstom requirements.

Alstom Zero Deviation Plan (AZDP) Audits: AZDP Audits are done by internally qualified auditors.

General Planned Inspections (GPIs): GPIs are performed by the work area supervisor, supported by the site EHS manager.

Action 3: A stronger control of contractors

A clear set of Alstom EHS requirements for contractors have been defined. These requirements must be applied by all contractors across region when working on Alstom sites or under Alstom''s responsibility. An Alstom Safety Directive - Control of Contractors, focuses on ensuring its implementation. Compliance with this Directive is audited Your Company''s thrust on EHS continued with greater focus on spreading awareness and education amongst its employees and external contractors about safety aspects and enabling them to run smooth and safe operations at project sites.

Your Company also strives to take care of the environment and as such, is committed to full compliance of its operations with all applicable regulations. Beyond regulatory requirements, it also strives for continuous improvement of its processes with clear objectives, to reduce the environmental footprint of its operations.

Your Company is playing a lead role in improving EHS standard in India, by using advance equipment to reduce the risk at work. Several customers have recognised Alstom''s efforts in improving EHS practices, by awarding of ''Best EHS Performance certificates.

HUMAN RESOURCES

Human Resource (HR) Governance of your Company continues to be the foundation for improved employee performance and job satisfaction. Yojna, the annual strategic workshop was organised to deliberate and strategise on the future challenges and keep the HR team ready in its pursuit. Through Samvad, the dialogue forum, review of HR actions and programs continue throughout the year.

Integrated Talent Management, which is aligned to the dynamic business context continues to be a strategic priority for your Company. Talent issues are deliberated on quarterly basis at the country level Talent Governance Council.

Improving female gender diversity, to 8% of its workforce from the current level of around 6.5%, is one of the new priorities identified during the year. Under the Performance Management Cycle (PMC) and through People Review (PR) mechanism, high potential managers and leaders are identified for shaping their skills and capabilities for a growth oriented career in the organisation. Project Shikhar, the project management competency programme, enriched around 200 managers all over the country. Your Company continues to nurture talent through technical trainings and global Technical Experts Certification programme. Various other technical and behavioral, including leadership programmes were conducted with special focus on business communication, effective team management and self-improvement programmes. The Company continued its learning innovations like learning @ 70 mm and actively followed the lean development strategy. Your Company also focused on localisation of programmes to remain cost effective.

To keep its employees highly engaged towards the goals of the Company, many activities like blood donation camps, vaccination for swine flu, social extension activities like plantations, community cleaning etc., were carried out at all its locations under the ENGAGE banner. Your Company also undertook several social activities like Knowledge Race quiz competition, Winter Games etc. Under the Health and wellness initiative, your Company stressed upon the periodic health check-up under its Annual Health Check-up programme. A Health Run was also organised at all its site locations. It also recogniesd the long service of 10 and 25 years employees through long service awards.

With its comprehensive HR programmes and actions, your Company keeps its talent pool well poised for new business goals and challenges.

INFORMATION SYSTEMS AND TECHNOLOGY

Being technology driven, your Company uses latest Information Systems and Technology to enhance its business performance and improve the operational excellence. The Company has in place state-of-the-art IT infrastructure and implements effective IT policies, supported by tools like Smart Cards, Single Sign-On, My IT Portal, Managed File Transfer etc. It is ensured that IT environment continuously improves, to meet ever growing business needs, by investing in technology upgrades in Hardware, Software, and Network e.g. up gradation of PC models, operating system upgrades from Windows XP to Windows 7, etc.

Collaborative solutions like Unified Communication have been implemented, to enhance the employees'' efficiency and business productivity. The Company has ERP system in place, which improves performance of the business through information sharing and integration. In addition, best-in-class information systems are used in the areas of Sales and Marketing, Human Resources, Design and Engineering and Project Management.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- that the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

- that 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 at March 31, 2015 and of the profit of your Company for the year ended on that date;

- that 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 and for preventing and detecting fraud and other irregularities;

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

- that 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

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

DIRECTORS

During the year under review, your Company appointed Mr. Bhanu Bhushan as Independent Director with effect from July 23, 2014 for a period of five years.

During the year under review, the Board of Directors of your Company also co-opted Ms. Isabelle Compain-Gerlier as additional director liable to retire by rotation and Dr. Kirit S. Parikh as additional director in independent category with effect from March 28, 2015. The Board of Directors of your Company at their meeting held on May 29, 2015 co-opted Mr. Rakesh Nath as additional director in independent category with effect from June 1, 2015.

It is proposed to re-appoint Mr. Rathindra Nath Basu as Managing Director at the forthcoming Annual General Meeting (AGM) for a further term of two years with effect from February 1, 2016, following the conclusion of his present tenure on January 31, 2016. It is also proposed to re-appoint Mr. S.M. Momaya as Whole-time Director & Chief Financial Officer at the forthcoming AGM for a further term of two years with effect from September 1, 2015, following the conclusion of his present tenure on August 31, 2015.

Mr. Ravi Kumar Krishnamurthy who was earlier an alternate director to Mr. Pierre Laporte was appointed as alternate director to Mr. Michel Augonnet with effect from March 28, 2015. Due to Mr. Laporte''s presence in India at various times, Mr. Krishnamurthy ceased to be an alternate director for short spells of time and was intermittently re-appointed as an alternate director to Mr. Pierre Laporte from time to time.

In terms of section 152 of the Companies Act, 2013 and Articles 104 and 105 of Articles of Association of the Company, Mr. Michel Augonnet and Mr. Pierre Laporte, Directors of the Company retire by rotation at the ensuing AGM. Mr. Michel Augonnet, being eligible, offers himself for re-appointment. With a view to make composition of the Board of Directors compliant with listing agreement, the Board recommends that the vacancy created by Mr. Pierre Laporte''s retirement shall not be filled.

Necessary resolutions for the appointment/re-appointment, etc. of the aforesaid directors have been included in the notice convening the ensuing AGM. Your directors commend their appointment/re-appointment.

During the year under review Mr. T.S. Vishwanath, independent non-executive Chairman, stepped down as Chairman/ Director of the Company with effect from July 1, 2014 and Mr. Michel Augonnet was appointed as Chairman of the Company with effect from July 1, 2014.

Declaration by Independent Directors

All the Independent Directors of your Company have made declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and clause 49 of Listing Agreement with the Stock Exchanges.

Familarisation Programme for Independent Directors

Your Company has adopted a ''Familarisation Programme for Independent Directors'' to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarisation programs may be accessed at the web-link http://www.alstom.com/countries/india/investor-relations/ alstom-td-india-limited/corporate-governance/

As part of its familiarisation program of Independent Directors, the Company also organized a formal training for its Independent Directors conducted by Indian Institute of Corporate Affairs, covering subjects, What Boards Do, Audit committee and Accountability and Liability of independent directors.

AUDIT COMMITTEE

The audit committee of your Company comprises of Mr. Chandan Roy as the Chairman and Mr. Bhanu Bhushan and Ms. Isabelle Compain-Gerlier as other members. Details in respect of the audit committee are provided in Corporate Governance Report forming part of the Directors'' Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company has formulated an "Alert Procedure" to ensure the establishment of vigil mechanism, to provide an avenue to all stakeholders (including employees and directors) to report concerns about unethical behaviour, actual or suspected fraud or violation of the ALSTOM''s code of conduct or ethics policy. The said policy may be accessed at the web-link http://www.alstom.com/countries/india/investor-relations/alsto m-td-india-limited/corporate-governance/

NOMINATION AND REMUNERATION POLICY

The Board of Directors of your Company in terms of the section 178 of the Companies Act, 2013 and clause 49 of the Listing Agreement with Stock Exchanges has on recommendation of Nomination and Remuneration Committee, approved a Nomination and Remuneration Policy. The aforesaid policy of the Company on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as "Annexure B".

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of the Directors individually including Independent Directors, Board as a whole and of its various committees, on parameters such as skills, knowledge, participation in meetings, contribution towards corporate governance practices, compliance with code of ethics, etc.

Independent Directors in terms of Companies Act, 2013 and clause 49 of Listing Agreement, carried out performance evaluation of non-independent directors, Chairman of the Board and Board as a whole with respect to knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure C".

A statement showing the names of employees drawing remuneration in excess of the limits as set out in section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure D".

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return is detailed in form MGT.9 annexed as "Annexure E".

NUMBER OF MEETINGS OF THE BOARD

During the year under review, nine meetings of the Board of Directors were held, details of which are provided in Corporate Governance Report forming part of the Directors'' Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investment made are detailed in Note 12 to the financial statements forming part of the Annual Report. Your Company has not provided any loan, guarantee or securities under section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

In terms clause 49 of the Listing Agreement, Board of Directors of your Company has approved Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed at the web-link

http://www.alstom.com/countries/india/investor-relations/alsto

m-td-india-limited/corporate-governance/

All related party transactions during the year under review were on arm''s length basis and in the ordinary course of business. There were no material related party transactions made by the Company which could be considered material in accordance with Related Party Transactions Policy of the Company.

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

The particulars, 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 F", which forms part of this report.

RISK MANAGEMENT

The Board of Directors of your Company has laid down a Risk Management Policy for the Company. It identifies elements of risks inherent to the business pertaining to tender and contract execution, operational and financial, environment, health and safety, reputation and image, currency fluctuation, compliance, etc. It also contains a control matrix in respect of sources and consequences of above risks and control measures to help manage them. 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 the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the Internal Finance Control process. 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 Report forming part of Directors'' Report.

CORPORATE GOVERNANCE

The Company is committed to maintain and adhere to the highest standards of Corporate Governance practices.

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certificate from M/s S. N. Dhawan & Co, Chartered Accountants regarding compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement has also been included in the Annual Report.

Members attention is invited to the observation made by M/s S. N. Dhawan & Co, Chartered Accountants regarding requirement of appointing requisite Independent Directors on the Board. Post resignation of the non-executive independent chairman effective from July 1, 2014 and simultaneous appointment of a non-executive director as the chairman, who is in employment with promoter group company, the Company is required to have minimum fifty percent members of the Board as independent directors (as against one third required earlier). In this respect, the Board of Directors has appointed three additional independent directors and has taken steps to be compliant with clause 49 II A of the listing agreement with stock exchanges by forthcoming Annual General Meeting.

OPEN OFFER BY GENERAL ELECTRIC

GE Energy Europe B.V. ("Acquirer") along with General Electric Company ("GE" ) and GE Industrial France SAS has made a Public Announcement on May 5, 2014 under regulations 3, 4 and 5(l) read with regulation 15(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for the Open offer (the "Offer") for acquisition of up to 64,011,639 shares in the Company from public shareholders representing 25% of the total paid-up equity share capital of the Company at an offer price of Rs. 261.25 per share. As per Announcement, the Acquirer will proceed with Offer, only if the underlying transaction to the Offer is consummated. For the underlying transaction, the French Foreign Investment authorisation has been obtained and Competition and regulatory authorisations processes are underway in a number of jurisdictions. The promoter company, ALSTOM Holdings has informed the Company that Competition Commission of India has approved the proposed combination under section 31(1) of Competition Act, 2002 on May 5, 2015.

STATUTORY AUDITORS

M/s. S.N. Dhawan & Co., Chartered Accountants, were appointed as statutory auditors at previous AGM to hold office till the conclusion of 62nd AGM subject to ratification of the appointment by the members at every AGM. In terms of Section 139 of the Companies Act, 2013, appointment of M/s S. N. Dhawan & Co. as Auditors of the Company is recommended for ratification at ensuing AGM.

COST AUDITORS

M/s. Shome & Banerjee, Cost Accountants and M/s. Jugal K Puri & Associates, Cost Accountants, were appointed as cost auditors of your Company for the financial year ended March 31, 2015 with M/s. Shome & Banerjee, Cost Accountants being the Lead Cost Auditor.

The Cost Audit Report for financial year ended March 31, 2014, of the Company was filed on September 9, 2014, well within the specified time under aplicable Companies (Cost Audit Report) Rules, 2011.

In terms of the Companies (Cost Records and Audit) Rules, 2014, as amended, your Company has appointed M/s. Shome & Banerjee, Cost Accountants and M/s. Jugal K Puri & Associates, Cost Accountants, as cost auditors of the Company for the financial year ending March 31, 2016 to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. M/s. Shome & Banerjee, Cost Accountants shall be the Lead Cost Auditor. Their remuneration approved by the Board, is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. V. K. Chaudhary & Co., Company Secretaries, as Secretarial Auditor of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed as "Annexure G".

In respect of observation made by the secretarial auditors regarding requirement of appointing requisite Independent Directors on the Board, please refer Corporate Governance section of this report for explanation.

ACKNOWLEDGMENTS

The Board of Directors express their sincere thanks to the various Government/ Regulatory authorities, Company''s valued customers, suppliers, vendors, investors, bankers and shareholders for their continued co-operation, trust and support. The Board also expresses its gratitude and deepest sense of appreciation to all the employees, whose professional and committed initiatives and dedicated support in furthering Company''s objectives.

For and on behalf of the Board

Rathindra Nath Basu Managing Director

S. M. Momaya Whole-time Director & Chief Financial Officer

Place : New Delhi Date : May 29, 2015

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Fifty-eighth Annual Report together with the Audited financial statements of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS (Rupees millions)

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Sales and Services (Net) 35,235.4 31,518.7

Operating Profit before Finance Cost 2,530.0 1,815.7

(As percentage of net sales) 7.2% 5.8%

Finance Cost (Net) 755.6 759.6

Operating Profit after Finance Cost 1,774.4 1,056.0

Exceptional Items (Profit on Sale of Property) Nil 170.2

Profit Before Tax 1,774.4 1,226.2

Tax Expense 604.2 385.1

Profit After Tax 1,170.2 841.1

Balance brought forward from previous year 7,908.4 7,655.9

Profit available for appropriations 9,078.6 8,497.0 Appropriations

Proposed Dividend 460.9 430.4

Corporate Dividend Tax 75.0 73.2

General Reserve 118.0 85.0

Balance carried forward 8,424.7 7,908.4

DIVIDEND

Your Directors take pleasure in recommending a dividend of 90% (Rs. 1.80 per share) for every Equity Share of face value of Rs. 2/- each, for the financial year ended March 31, 2014. This will absorb Rs. 535.9 million (inclusive of tax).

HUMAN RESOURCES

The talent management and development practices of your Company continuously align with Company''s business priorities. Towards this endeavour, all the Human Resource (HR) action plans were consistently reviewed under its institutionalised HR Governance framework.

In order to create and sustain effective employee engagement, diversified set of employee oriented activities like cultural events, blood donation camps, sports meets, etc., were conducted under the `ENGAGE'' initiative. In all, 84 employees at different sites were given long service awards for their dedicated service of 10 or 25 years to the Company.

Capability building thrust has been maintained through our flagship programmes like Project Shikhar (project management competency), Learning @ 70mm (speed learning in behavioural and functional areas through creative videos), Pocket Trainer (innovative knowledge dissemination) and various other technical and non-technical programmes. The pool of internal trainers has also been leveraged to augment our learning initiatives. Under the global initiative of Technical Certification, 87 people from grid got certified as senior experts, experts and specialists, which is a significant recognition of Company''s people credentials.

Keeping employee interest a priority, the Company also rolled out scheme for subscription to National Pension System (NPS) for its employees.

The Company also showed a greater resilience and readiness in addressing location-specific business challenges and priorities, whether about consolidation or implementation of new initiatives. During the year under review, the industrial relations (IR) scenario was peaceful and conducive to the business changes. Your Company''s HR practices, namely, HR Governance, Work-Knowledge Transition, Learning @70mm and Pocket Trainer have been considered as best practices for group level roll- out in India. This is indicative of Company''s continuous thrust on improving its HR quality.

PARTICULARS OF EMPLOYEES

A statement, as required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. In accordance with the provisions of section 219(1)(b)(iv) of the said Act, the report and accounts are being sent to the shareholders of the Company, save the statement of the particulars of employees, under section 217(2A) of the Act, which is available for inspection at the Registered Office, during working hours up to the date of the Annual General Meeting. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

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

The particulars, as prescribed under sub-section 1(e) of section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure, which forms part of this report.

INFORMATION SYSTEMS AND TECHNOLOGY

The Company uses latest Information Systems and Technology to enhance its business performance and improve the operational excellence. The Company has in place state-of-the-art IT infrastructure and implements effective IT policies, supported by tools like Smart Cards, Single Sign-On, Identity Manager, etc. It is ensured that the IT environment is continuously improving, to meet ever growing business needs, by investing in Hardware, Software, and Network upgrades. To enhance the employees'' efficiency and business productivity, collaborative solutions like Telepresence and BYOD have been implemented. The Company has ERP system in place, which improves performance of the business through information sharing and integration. In addition, best-in-class information systems are used in the areas of Sales Marketing, Human Resources, Design & Engineering and Project Management.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of applicable section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

That the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures;

That 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 at March 31, 2014 and of the profit of your Company for the year ended on that date;

That proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

That the annual accounts have been prepared on a going concern basis.

DIRECTORS

In the course of the year under review, Mr. Rathindra Nath Basu, Managing Director was re-appointed for a further period of two years with effect from February 01, 2014.

Mr. S.M. Momaya (whole-time Director & Chief Financial Officer appointed for a term of two years with effect from September 01, 2013), was co-opted as Director in the casual vacancy caused by the resignation of Mr. Michel Serra at the board meeting held on August 19, 2013 and accordingly he holds office of Director upto the date of Annual General Meeting. The Company has received requisite notice from a member proposing his name for appointment as Director. Considering expertise, rich experience and profile of Mr. Momaya, the Board is of the opinion that his appointment will immensely benefit the Company and would be in interests of the Company.

Mr. Chandan Roy, Non-executive independent director, retires by rotation in terms of the erstwhile provisions of the Companies Act, 1956. It is proposed to appoint him in terms of section 149 of the Companies Act, 2013 as an independent director, not liable to retire by rotation, for a period of five years following the conclusion of the Annual General Meeting. The Company has received declaration from Mr. Chandan Roy confirming that he meets with the criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013, and under clause 49 of the Listing Agreement with the Stock Exchanges.

Necessary resolutions for the appointment/re-appointment of the aforesaid directors have been included in the notice convening the ensuing annual general meeting.

Your directors commend their appointment/re-appointment.

Mr. T.S. Vishwanath, independent non-executive Chairman, having expressed his wish, will step down as Chairman/Director of the Company with effect from July 1, 2014 and Mr. Michel Augonnet, Chairman- designate, will assume office with effect from July 1, 2014.

CORPORATE GOVERNANCE

The Company is committed to maintain and adhere to the highest standards of Corporate Governance practices.

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certificate from M/s S. N. Dhawan & Co, Chartered Accountants confirming compliance with clause 49 of the Listing Agreement has also been included in the Annual Report.

In accordance with clause 49 of the Listing Agreement with Stock Exchanges, your Company has adopted a ''Code of Conduct and Ethics for its Directors and Senior Executives''. This Code is in addition to the ALSTOM Code of Ethics, which is applicable to all employees of the ALSTOM Group.

INCREASE IN SHARE CAPITAL PURSUANT TO INSTITUTIONAL PLACEMENT PROGRAMME

In the course of the year under report, your company issued and allotted 16,942,500 equity shares of Rs.2/- each at a premium of Rs.163 per equity share, aggregating to Rs.2,795.5 million, to eligible qualified institutional buyers pursuant to an Institutional Placement Programme ("IPP") in terms of Chapter VIII-A of the Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. The public shareholding in your company, has increased to 25% of its issued and paid up equity share capital pursuant to the IPP. The equity shares allotted pursuant to the IPP were admitted for listing and trading on Stock Exchanges, where the company''s equity shares are listed. The net issue proceeds have been utilised for repayment of loan (including interest) - Rs.2,493.2 million and the balance towards meeting for the working capital requirements.

OPEN OFFER BY GENERAL ELECTRIC

GE Energy Europe B.V. ("Acquirer") along with General Electric Company ("GE"), GE Industrial France SAS ("Persons Acting in Concert") has made a Public Announcement on May 5, 2014 under regulations 3, 4 and 5(1) read with regulation 15(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") for the Open offer (the "Offer") for acquisition of up to 64,011,639 Shares in the Company representing 25% of the total paid-up equity share capital of the Company at an offer price of Rs. 261.25 per offer share.

As per announcement, GE and Alstom on April 30, 2014 have announced that the entities mentioned above have made a binding offer to acquire the thermal power, renewable power and grid businesses of Alstom (the "Power and Grid Business") subject to review and approvals (regulatory or otherwise) mentioned therein; and has also mentioned that the detailed public statement shall be issued and the Offer proceeded with, only if the underlying transaction described here in before is consummated as provided for in the proviso to regulation 13(4) of the Takeover Regulations. Accordingly, if the underlying transaction is not consummated for any reason, the Acquirer and Persons Acting in Concert shall not proceed with the Offer.

The Board took note of above and decided to take any consequential steps only upon the consummation of aforesaid underlying transaction.

COST AUDITORS

With the approval of the Central Government, your Company has re- appointed M/s. Shome and Banerjee as Cost Auditors of the Company for the financial year ended March 31, 2014, to audit the cost records of the Company related to the applicable products manufactured at its manufacturing facilities. The Cost Audit Report for financial year ended March 31, 2013, of the Company was filed on July 31, 2013, well within the specified time under Companies (Cost Audit Report) Rules, 2011.

M/s. Shome & Banerjee, Cost Accountants, 5A Nurulla Doctor Lane, 2nd Floor, Kolkata - 700017 and M/s. Jugal K Puri & Associates, Cost Accountants, Plot No. 3, Sector 22, Gurgaon - 122015 have been appointed as Cost Auditors of the Company for the financial year ending March 31, 2015 with M/s. Shome & Banerjee, Cost Accountants being the Lead Cost Auditor. Their remuneration approved by the Board, is recommended for ratification by the members at the ensuing Annual General Meeting.

AUDITORS

M/s. S.N. Dhawan & Co., Chartered Accountants, the retiring Auditors have given their consent for appointment, are proposed to be appointed statutory Auditors from conclusion of ensuing 58th Annual General Meeting till the conclusion of 62nd Annual General Meeting in terms of section 139 of the Companies Act, 2013.

The retiring auditors have confirmed in writing that their re-appointment, if made, would be within the limits prescribed under section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

ACKNOWLEDGMENTS

The Board of Directors express their sincere thanks to the various Government/ Regulatory authorities, Company''s valued customers, suppliers, vendors, investors, bankers and shareholders for their continued co-operation, trust and support. The Board also expresses its gratitude and deepest sense of appreciation to all the employees, whose professional and committed initiatives and dedication support in furthering Company''s objectives.

For and on behalf of the Board

New Delhi T.S. Vishwanath

June 16, 2014 Chairman

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Mar 31, 2013

The Directors take pleasure in presenting the Fifty-seventh Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2013.

The performance of the Company (hereinafter also referred to as "the Company or ALSTOM T&D India") for the financial year under report is not comparable with the previous period, which was for fifteen months period and also for the reason that the Scheme of arrangement for Demerger of Company''s ''Distribution Business'' was effectuated in accordance with law from April 1, 2011. The financial results of the Company for the previous period thus reflect the pre-demerger business upto March 31, 2011 and thereafter the business relating to products, solutions and automation for electricity transmission and the related. The financial results may be viewed accordingly.

FINANCIAL RESULTS (Rupees millions)

Year ended Period ended Particulars March 31, 2013 March 31, 2012 (12 months period) (15 months period)

Sales and Services (Net) 31,518.77 41,390.70

Operating Profit before Finance Cost 1,815.70 3,286.72

(As percentage of net sales) 5.8% 7.9%

Finance Cost (Net) 759.64 1,056.04

Operating Profit after Finance Cost 1,056.06 2,230.68

Exceptional Items (Profit on Sale of Property) 170.15 145.02

Profit Before Tax 1,226.21 2,375.70

Tax Expense 385.13 751.65

Profit After Tax 841.08 1,624.05

Balance brought forward from previous year 7,655.85 6,697.01

Profit available for appropriations 8,496.93 8,321.06

Appropriations

Proposed Dividend 430.39 430.39

Corporate Dividend Tax 73.15 69.82

General Reserve 85.00 165.00

Balance carried forward 7,908.39 7,655.85

DIVIDEND

Your Directors take pleasure in recommending a dividend of 90% (Rs. 1.80 per share) for every Equity Share of face value of Rs. 2/- each, for the financial year ended March 31, 2013. This will absorb Rs. 503.54 million (inclusive of tax) based on existing capital.

PERFORMANCE REVIEW

YEAR OF CONSOLIDATION AND RETAINING MARKET LEADERSHIP

The Indian economy continued to face challenges in the year gone by. The economic headwinds, delays with reforms, mounting SEB losses, hurdles in clearance of power projects and lack of investments had dampened optimism in the Industry thus negatively impacting the overall Transmission and Distribution market in India. The performance of the Company may be considered satisfactory during the year under report and seen in the face of difficult and trying conditions in a contracted market for Company''s products and services, given the overall slowdown of the economy. Notwithstanding, your Company performed rather well and achieved its highest ever order book while retaining its market leadership for the fifth year in a row.

During the year 2012-13, your Company significantly improved its market position in the Utility Segment and consolidated its position in Industry and Infrastructure Segments. Overall, your Company could achieve a balanced portfolio of orders from all the key segments of the market.

During the year 2012-13, your Company has been conscious of margins, while selecting on orders so as to improve the level of profitability. Due to poor levels of margins, your Company did not pick-up orders worth over Rs. 11 billion that was available in the market.

STRONG GROWTH IN HV AND UHV, CONTINUOUS GROWTH IN UTILITY, COME BACK IN HVDC

Your Company has been at the forefront in making significant contribution towards building and expansion of India''s Transmission Infrastructure. While our Country has achieved new heights by introducing 765 kV EHV technology in the Indian electrical grid and making it as the backbone of power transmission, your Company, ALSTOM T&D India, actually delivered and commissioned several of these products and solutions. The Company introduced global technology in India by localising the complete range of HV and UHV products, way back in 2009, by building world class factories to deliver complete products and solutions for customers in India. It will not be out of place to mention that out of fifty 765 kV substations in India, twenty nine of such substations will have products with Alstom Technology.

Power Grid Corporation of India Limited (Power Grid), world''s second largest transmission utility, took initiative to introduce 800 kV HVDC to strengthen the electrical grid''s stability as well as to improve the power flow. By design HVDC, is the technology to transfer bulk power over long distances.

Your Company has a noteworthy presence in the country in HVDC technology having supplied three back to back HVDC projects, which helped interconnection of India''s regional grids of East, West, North and South.

ALSTOM T&D UK, in association with your Company, has been awarded a prestigious 800 kV UHVDC contract worth 370 MEuro or approximately Rs. 26 billion by Power Grid, to connect Champa (Chhattisgarh), Central India, to Kurukshetra (Haryana) in Northern India, to manage bulk power transfer of 3,000 MW.

About 40% value of the contract will be performed by ALSTOM T&D India, in manufacturing some of the critical products such as converter transformers, 400/ 220 kV gas and air-insulated switchgear and substation equipment, communication and Supervisory Control And Data Acquisition systems (SCADA).

In the Network Management Segment, your Company secured a large and prestigious order from Power Grid known as NTAMC Project which shall supervise, manage and control the entire National Transmission and Asset Management of Power Grid''s 192 Transmission substations ranging from 220 kV to 765 kV voltage level.

ALSTOM T&D India also secured an up-gradation contract for the Load Dispatch Centre of Tamil Nadu from TANTRANSCO (Tamil Nadu Transmission Co.).

Your Company also secured the up- gradation contract for Power Grid''s South Regional Load Dispatch Centre confirming Alstom''s leadership position in the Network Management System in India.

The Transmission Grid is increasingly witnessing the emergence of BOOT (Build, Own, Operate and Transfer) based projects. Your Company has successfully won two contracts for UP''s Transmission System at 765 kV level, from the developer M/s MEIL, Hyderabad. The scope of these contracts include 765 kV turnkey AIS substation as well as 400 kV GIS products with associated Substation Automation and Network Management products and solutions.

North-East part of India is also enhancing the Transmission Grid in the Region. AEGCL, Utility of North- East, placed a large turnkey 132 kV substation contract on your Company.

This project is being funded by Asian Development Bank (ADB).

CONSOLIDATION IN POWER GENERATION, INDUSTRY AND INFRASTRUCTURE

The Transmission & Distribution market for Power Generation, Industry and Infrastructure was subdued in 2012-13. Thanks to good position in these segments of the market, your Company could win several orders.

- Bajaj Hindustan selected your Company for the supply of eBoP (Electrical Balance of Plants) for its Super Critical Power project 3x660MW at Lalitpur.

- Reliance Power selected your Company for eBoP solution for their Solar project in Doorsar.

- In Hydro, your Company won the contracts for supply of GIS and Generating Transformers for the Tehri Hydro Power Plant.

- NTPC''s Nabinagar JV has selected your Company for Power Transformers and Reactors for its 3x660MW Power Project.

- In addition, your Company also won several medium and small size orders from its customers in Industry and Infrastructure Segments.

HV AND EHV PRODUCTS ACROSS ALL MARKET SEGMENTS

Your Company continued its success in winning orders for solutions and products ranging from 66 kV to 765 kV from Power Grid and other leading customers. Your Company won orders from Power Grid for supply, erection, testing and commissioning of 20 Nos. of 80 MVAR Reactors for 765 kV substations located at Raichur, Meerut, Kurnool and Varanasi.

The Company also won another large contract for 20 Nos. of 80 MVAR 765 kV Reactors from L&T for the 765 kV AIS substation at Phagi in Rajasthan. The Transmission Utility of Maharashtra MSETCL awarded a large contract for 7 Nos. of 500 MVA Transformers and 4 Nos. of 80 MVAR 765 kV Reactors for their 765 kV substation at Aurangabad, Maharashtra.

Your Company has advanced technology shunt reactor products, with air-gap cores and magnetic shield that ensure low vibration and minimal noise levels. These reactors, once installed in the grid, will strengthen the power transmission networks in Eastern, Northern and Western regions of India. Apart from HVDC and 765 kV AC domain, your Company also maintained its leadership in the conventional transmission market i.e. 400 kV air insulated substations and won several prestigious contracts.

ATTAINING TECHNOLOGICAL LEADERSHIP

Alstom is a technology leader in the T&D domain. For the Indian market, Alstom has always made advance moves, most of the times as the first supplier to do so, to localise advance technology products, automation and solutions for its customers.

ALSTOM T&D India continues to focus on developing innovative solutions like 1200 kV optical current transformer, 1200 CVT, 1200 DSC and digital substation for the Indian Transmission market. These are the future drivers of Transmission Grid and your Company is well poised for rapid growth in this segment.

DIGITAL INSTRUMENT TRANSFORMERS AND FUTURE DIGITAL SUBSTATION

Your Company continued the trend of being the first mover by successfully commissioning one bay of a 220 kV substation with its patented optical instrument transformer, as the step towards India''s first digital substation. The contract for this substation, which is located at Jambuva, Gujarat, was awarded by the state transmission utility - Gujarat Electric Transmission Corporation (GETCO). This is the first of its kind installation in India that uses Alstom''s range of Compact Optical Sensor Intelligence (COSI) products manufactured at Phoenix, USA. This product is locally supported by Alstom''s Instrument Transformer manufacturing unit in Hosur and Substation Automation manufacturing unit located at Pallavaram, Chennai.

The COSI range enables the digitalisation of current and voltage signals through Optical Ethernet Connectivity, enhancing accuracy, significantly reducing the use of copper cables and strengthening the reliability of the system. It also facilitates current transformer sizing calculations. Being SCADA ready, it brings Smart Grid Intelligence to the Substation by allowing operational data exchange with the load dispatch centre. The installation is simplified due to its light weight. It is operationally safe, and the absence of oil and SF6 ensures no adverse environmental impact on end-of-life disposal.

Your Company is leading the efforts in India in delivering digital substation solutions to all its Customers. ALSTOM T&D India''s Digital technology solutions got off to an excellent start with the successful delivery of the 1200 kV digital instrument transformer and 1200 kV disconnector for the 1200 kV Bina Test substation being built by Power Grid.

IMPROVING GRID STABILITY AND EFFICIENCY

In another significant achievement, Alstom Grid Finland, in association with your Company, was awarded a turnkey contract by Power Grid, for providing Fixed Series Compensation (FSC) package for 400 kV Wardha - Aurangabad Transmission Network. Thus, your Company is well positioned to meet the emerging demand of upgradation of the existing transmission infrastructure in the country.

MAKING GRID SMARTER AND INTELLIGENT

Post the Indian grid failure in July 2012, which affected over 620 million people, the Ministry of Power, in association with Power System Operations Corporation Limited (POSOCO) and Power Grid, have introduced the ''Islanding Scheme'' for Delhi. The main objective of the initiative is to isolate the generating stations so that supply of power does not get affected in case of grid collapses.

The prestigious project for Grid Islanding of Delhi was awarded to your Company. Some of the major features of this project are:

- Isolate Delhi''s Power system from the regional grid in case of grid disturbance, continue to meet emergency loads.

- Perform extension of power supply for the startup of generating stations.

- Load shedding to be achieved with fast response Numerical Relays.

- Availability of Real Time data for the proposed SCADA system.

Your Company is in advance stage of successfully commissioning this prestigious project. Several grid islanding projects are expected to be awarded in the next 2-3 years.

ENGAGING CUSTOMERS IN ALSTOM''S TECHNOLOGY DEVELOPMENT PROCESS

As a technology leader, Alstom, always shares its future technological development plans with the thought leaders of India. Your Company organises ''Technical Days'' as an annual event, which brings together, technical experts from Customers in the field of power transmission as well as specialists from Alstom Grid''s global pool of Experts. The theme for this year''s ''Technical Days'' was - ''Future Super Grid: Handling complex Grid''. ''Technical Days'' was attended by more than 130 Technical Specialists from 44 customer organisations across India and neighbouring countries, making this event a grand success.

Customers like Power Grid, NTPC, GETCO, Reliance Power, Reliance Industries, TATA Power, etc. nominated a number of technical experts for this Conference.

ENHANCED CUSTOMER ENGAGEMENT AND CUSTOMER CONNECT

In addition to the technical seminar, a series of customer centric events known as ''GridNXT'' were organised across the country with the aim to communicate with customers about ALSTOM T&D India''s future action plans towards building India''s Electrical Grid infrastructure over the next 10 years for the 12th and 13th plan periods. ''GridNXT'' was also used as a platform to ensure seamless transfer of information and knowledge about your Company, thus resulting in enhanced customer confidence in your Company.

Power Grid takes the leadership role for the Gridtech event to showcase advance technological solutions for the transmission grid. In ''Gridtech 2013'' exhibition your Company showcased the unique "Smart Grid concept" model that depicted the emerging challenges in the grid with increased Renewable generation, Automation of power distribution and Concern on cyber security covering both AC/DC solutions. The model, unique of its kind for ''Gridtech 2013'', was highly appreciated by all customers and participants of ''Gridtech 2013''. As the world''s leading supplier of network management and substation solutions, Alstom views Smart Grid technologies as an absolute priority, that combines key technologies to provide immediate benefits to energy producers, Transmission & Distribution utilities, industries and end-users.

ALSTOM T&D India also showcased other key products and solutions, such as complete digital substation with Grid boxes and process bus operation, dynamic line rating and new generation P60 single management box Relays for feeders (MiCOM Agile). ALSTOM T&D India bagged the coveted award for the "Best International Exhibitor" in the International category owing to its world-class display of wide range of high technology products and solutions at ''Gridtech 2013''.

CUSTOMER SERVICE AT THE CORE

Service Business Group of ALSTOM T&D India makes sure that the Customer relationship is carried forward much beyond the time when the product is supplied and commissioned at Customers'' sites. By providing service support through the lifetime of the supplied products and systems, the Service business ensures that the Customers continue to reap benefits from their capital investments in the Company''s products and systems.

The Service Group covers all the aspects of product support during its lifecycle through Services such as Network Consulting, Supervision of Erection and Commissioning,

Customer Training and, Spare Parts.

In addition, Field Services like testing, troubleshooting, maintenance and overhauling are also part of the service offering. The Service business also has a specialised team equipped with the expertise of Renovation and Modernisation of ageing products with minimal downtime.

The Service Group also provides valuable feedback to the Product Units with regard to the long term field performance and customer experiences of the supplied products and systems which helps the product development team towards customer valued innovation.

OPERATIONAL EXCELLENCE

In today''s competitive business scenario, differentiation through Operational excellence is the best way to gain and retain Customer confidence. Through continuous and dedicated efforts, your Company has commissioned a record number of 88 substations across India at various voltage levels ranging from 66 kV to 765 kV during the year under report, thereby making significant contribution to the strengthening of India''s Transmission and Distribution networks. Customers appreciated this extra-ordinary performance of your Company. Gujarat Energy Transmission Company has selected your Company as the best EPC Contractor for the year 2012-13.

The Company has delivered and commissioned a significant number of Substations for utilities such as Power Grid, MSETCL and WBSETCL. Your Company has also commissioned India''s largest EBoP project at 2X600 MW Mahan for Essar Power, the largest Conversion station for Hindalco at Mahan and 220 kV Substation for Reliance Doorsar Solar Power Plant.

In the area of Network Management System ALSTOM T&D India also commissioned the state-of-the-art Load Dispatch Center for Uttrakhand, covering the entire state transmission network from 132 kV to 400 kV.

During the year under report, your Company has successfully installed and commissioned the Power Distribution System for the newly inaugurated Terminal at Chennai International Airport. This state-of- the-art Power System comprises of 132 kV GIS, Medium Voltage Switchgear and advanced automation control system. In recognition of the good work done, the Annual Maintenance contract of the Power Distribution System has also been awarded to your Company by AAI.

ALSTOM T&D India has successfully installed and commissioned the Power Distribution System linked to modernisation of the SAIL-IISCO Steel plant in West Bengal. Eight nos. of Load Break Distribution Stations (LBDS) comprising 700 nos. of Medium Voltage Switchgear, 21 nos. of Transformers, 300 kms of HV cables and advanced SCADA system including all civil works were commissioned, during the course of the year under report.

Apart from delivering and commissioning a large number of substations, the Company also supplied significant number of HV and EHV AIS products such as Transformers, Instrument Transformers, Circuit Breakers, Disconnectors, GIS Substations, Automation products, Automation solutions, Network Management Systems and Asset Management and after Sales Services to our Customers in Utility, Power Generation, Industry and Infrastructure segments.

Your Company also met delivery requirement of fast track projects, such as Power Grid''s Myanmar 220 kV substations, by manufacturing and testing a record number of 20 Transformers within a short period of 8 weeks. The Transformer factories in Naini and Vadodara have manufactured and commissioned a significant number of Power Transformers and Reactors ranging from 132 kV to 765 kV voltage levels. The Company received appreciation letters from customers such as NTPC, Power Grid and Reliance for timely and safe installation, testing and commissioning of Transformers, which is noteworthy.

Your Company''s world class switchgear factory at Padappai produced a record number of Circuit Breakers ranging from 66 kV to 765 kV voltage levels and Disconnectors from 400 kV to 765 kV voltage levels. During the year 2012-13, the Padappai factory also produced the UHV 1200 kV Disconnector for Power Grid''s Bina 1200 kV test substation.

The Company''s world-class GIS factory at Padappai has, till date, manufactured and delivered more than 200 Bays of GIS and have commissioned over 85 GIS Bays at various voltage levels ranging from 66 kV to 400 kV.

World-class Instrument Transformer factory at Hosur also produced a record number of Instrument

Transformers from 66 kV to 765 kV voltage levels. During the year 2012-13, this factory also produced World''s first 1200 kV Optical Current Transformer for Power Grid''s 1200 kV Test substation at Bina.

The manufacturing capacity at your Company''s world-class Substation Automation and Digital Relay MiCOM Px40 facility located at Pallavaram, Chennai, has been doubled since November 2012 through the addition of Lean manufacturing lines with indigenously developed Test equipments.

Technology absorption from ALSTOM''s Centre of Excellence in Stafford, UK has been completed for Numerical Busbar Protection (MiCOM P74x), Numerical Differential Protection (MiCOM P64x) and Numerical Generator protection (MiCOM P345) in our manufacturing lines at Pallavaram Plant.

The Harsh Environment Coating (HEC) equipment for Electronic boards used in MiCOM Numerical protection has also been added to make your Company Relays compatible with Harsh Environment.

The Pallavaram Automation manufacturing unit also successfully completed ISO 9001 surveillance audit, Recertification audit for ISO 14001 and OHSAS 18001 and was Certified by CFE LAPEM for product qualification in Mexico.

As a significant commercial success, your Company has sold over 400 MiCOM P40 AGILE relays to multiple market segments including Oil and Gas sector.

The Substation Automation R&D facility at Noida has been substantially expanded with a dedicated team of over 30 Experts working on new features of Digital Control System "DS AGILE". This includes validation of the application, Testing of Automation Scripts and validation of New HMI. These activities are being performed under state-of-the-art Test automation environment using latest hardware and software viz, Protocol Simulators, IED Simulators, Injection Kits, etc.

The scale of manufacturing operations at our factories at Pallavaram, Padappai, Hosur, Vadodara, Naini and Noida remained at high throughput level, all through the year leading to significant contribution in delivering products to our Customers for India''s T&D network.

SERVICES

Service business activity continues to grow in double digits, despite the economic slowdown. Continuing with the focus on securing long term maintenance contracts, Service group mobilised the teams on two more such contracts - one for power distribution system at Chennai airport and the other for a 400 kV switchyard associated with an IPP.

The Technical Institute in Padappai continues to provide high quality services and training to our esteemed customers. During the year under review, your Company achieved a major milestone by receiving an order to train over 400 staff of a large Customer on the aspects of Electrical Safety. Since 2007 ALSTOM T&D India has taken significant initiatives in spreading and practicing EHS with its employees, contractors and Customers. ALSTOM T&D India is ready to offer this EHS expertise and experience to the Customers through such programmes.

Another major achievement was the successful site repair of a 70 MVA, 400 kV generator transformers at a Hydro Power station of NHPC. Due to the remote location of the site, the transport of the transformer for repair to the factory was not feasible. ALSTOM T&D India Service team took up the challenge and organised complete technical resources at site, to carry out the repair of the transformer, involving complete dismantling and re-assembly of the full transformer assembly, at the site itself.

The Service team also delivered and commissioned the first HYPACT (compact switchgear) unit on turnkey basis for MSETCL.

Service business also forayed into the R&M activity related to the e-BoP of a power plant by winning the contract for Renovation and Modernisation of electrical systems for 210 MW Unit of Bandel TPP of WBPDCL.

QUALITY AND INDUSTRIAL EXCELLENCE

Your Company strives to be the best in the class and continue to achieve industry excellence to maintain its role as a leader in the industry. The Company has deployed Alstom Production System (APS), the global Industrial excellence model of ALSTOM Grid. APS provides the necessary road maps and standards to improve and sustain Safety, Quality, Cost and Delivery (SQCD) performance and measure progress towards industrial excellence in all our manufacturing plants.

Following are some of the major achievements:

- The innovation project titled "Cutting Schedule optimisation" from turnkey Solutions Unit has won the GOLD Award under the category ''Small but Smart'' in the year 2012-13 ALSTOM Innovation Awards.

- 38 Lean 6 Sigma improvement projects contributing to significant operational performance improvement, were successfully executed.

- Turnkey Solution unit received award for ''Excellent Project Execution'' from Reliance for Doosar solar Project.

- All manufacturing units have achieved certified Management systems for Quality and EHS.

- Substation Automation manufacturing unit at Pallavaram was approved by CFE-LAPEM for supply of Protection Relays family (MiCOM PX4X) and Legacy Relays family (HA MiDOS Range) to Mexico region.

- The transformer manufacturing unit at Naini was awarded ''Greentech Gold Environment and Safety Awards - 2012''. This unit also successfully completed NABL reassessment with enhanced scope including new scope for oil and CRGO testing.

- 315 MVA 400 kV auto transformer was successfully tested for dynamic short circuit at KEMA Netherland during April-Jul 2012.

The Annual Quality and Industrial Excellence (Q&IE) conference 2013, held in April 2013, provided a platform for networking and sharing best practices among the Q&IE Community of ALSTOM T&D India. Thirty nine best practices posters covering lean manufacturing, Lean 6 Sigma and EHS process improvement actions were showcased.

COMMITTED TO ENVIRONMENTAL HEALTH AND SAFETY (EHS)

ALSTOM T&D India is committed to improve the Environment, Health and Safety (EHS) of its work environment by continuous training and coaching of its employees, contractors, customers and other stake holders.

To educate employees who work in high risk activity, your Company deployed the ''Alstom Zero Deviation'' Plan in June 2012. The objective of this initiative was to sensitise employees towards the practical and sustainable processes to manage risks and also aims to bring in the behavioural change necessary to achieve ''Zero Tolerance to deviation'' for high risk activities. Specially designed E-Learning modules for ''High Risk Activity'' training were made available to the employees. In addition the training was further rolled out to factories and sites in local languages, to train all workmen, using technique such as Flip Charts with pictures of safe practices guided by supervisors conducted in the local language.

Unit Management Committee Members were also specially trained for "EHS Senior Leadership Programme and Managing EHS" programmes.

Alstom''s global EHS Sr. Vice President and Alstom''s Group Sr. Vice President of HR led a one day EHS programme in February 2013 across all Alstom businesses and functions to stress on the deployment and practice of Zero Deviation Plan of EHS.

To promote the awareness of EHS across all sections of the employees, your Company celebrated World Environment Day on June 5, 2012 to promote green technology, reduce waste generation, improve energy efficiency, and reduce water consumption. ALSTOM T&D India celebrated the National Safety week, in the 1st week of March 2013, by a week long safety campaign. During this period, special training for workmen and employee engagement programmes were conducted at manufacturing units, business units and project sites through contest on safety, slogan, EHS poster design etc.

All the manufacturing facilities of your Company and project sites are maintaining Integrated Management System Certification (ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007). Your company has installed pollution control measures at all facilities to minimise the impact on environment. The instrument transformer unit at Hosur had taken up the project of Waste Hunting to minimise the generation of paper scrap in Current Transformer taping which is one of the major raw material used in the manufacturing process. Consequently, the scrap generation got reduced from 11% to less than 5%. At Padappai, the Chennai manufacturing unit, the reduction of water consumption was achieved by using specially designed washers installed in all taps, to reduce the flow rate of water resulting in substantial saving of water consumption (50-55%).

Some of the good practices adopted at various units were:

- Health Awareness camps for Asthma and Dengue to generate awareness amongst all employees.

- EHS Training of workmen in the sites using Pictorial Flip charts.

- Unique identification and tagging using nylon tag and ferule for scaffolds, electrical power tools, lifting devices etc.

- Bio-composting pilot project successfully run to convert dry leaves into organic manure.

- Lifesaving rules communicated widely across organisation.

HUMAN RESOURCES

In the course of the year under report, your Company continued to maintain its strong focus on employee engagement to help ALSTOM T&D India retain the skills and resources needed to fulfil its commitments to customers.

Identifying employees with high potential to grow and grooming them for competitive positions have been a constant effort to ramp up the Leadership Development Process.

Your Company aims to be the most preferred employer in the industry and remains committed to developing its employees to meet the current and future challenges of the business. The Country Recruitment Team successfully recruited around 300 professionals spread across various functions and businesses to support the growth of the business.

Significant initiatives were taken in improving employee engagement and motivation through programmes such as lets chat, Leader Speak, AMP- Accelerated Management Programme, IMPACT-Business Communication, PACE-Powering Alstom''s Competitive Edge, helped your Company to increase employee engagement to achieve its goals. The entire HR management team, with the support of Business and Functional leaders constantly watch and monitor to ensure that the behaviour of the employees is guided by the essence of the Company''s core values i.e. Trust, Team and Action on a sustainable basis. Charter of Sustainability Development has also been incorporated to reinforce ethics and compliance for all the employees. HR governance is exercised through on an annual, quarterly and monthly basis, respectively, where the focus is on HR Strategy and actions to effectively support businesses.

Thanks to all these HR initiatives, your Company is proud to have won the ''Innovation Gold'' Award for two consecutive years in the Green Innovation and Small but Smart Categories, respectively, within ALSTOM Group Companies at the global level. 58 experts and specialists were identified and recognised under the GRID Technical Expert Community, leading to a more refined approach towards R&D.

RESEARCH AND DEVELOPMENT

Research and Development (R&D) forms an important part in Company''s leadership strategy. The Company makes investments in several R&D programmes across the product categories from time to time. ALSTOM T&D India benefits from Global R&D effort of Alstom worldwide. The Company derives the benefit of global value engineering efforts, which among others helps in reduced lead time and is adaptive of specific customer requirement.

The Company has set up a Global R&D centre at Vadodara and Hosur. These centres help in evolving appropriate technology for the market environment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)/ SUSTAINABLE DEVELOPMENT

Through sustainable initiatives, your Company manages the business of today with the future in mind. The Company''s Corporate Social Responsibility (CSR) activities, reflect its philosophy of helping to build a better, more sustainable society by taking into account the societal needs of the community. Across all sites, your Company is engaged in several initiatives such as Environment, Right to Education and Healthy Life. Assessing the needs of community, the Company supported the Panchayath Union middle school, Athanancheri by providing the school children with uniforms, shoes and identity cards.

Plantation initiatives are a regular feature at most of Company''s facilities and their neighbourhood under Company''s Green Initiative for sustainable development programme.

Community welfare initiatives, conducted throughout the year 2012-13, helped appreciation and involvement of employees in social activities.

PARTICULARS OF EMPLOYEES

A statement, as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of this report. In accordance with the provisions of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders of the Company save the statement of the particulars of employees under Section 217(2A) of the Act, which statement is available for inspection at the Registered Office, during working hours up to the date of the Annual General Meeting. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

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

The particulars, as prescribed under sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure which forms part of this report.

INFORMATION SYSTEMS AND TECHNOLOGY

The Company uses Information Systems and Technology to enhance business performance and improve operational excellence. The Company has deployed various tools and policies for its IT infrastructure and IT security. The Company takes care to ensure that the business needs are supported by investing in Network Upgrades, Mobility Solutions and various audio visual devices. The Company has ERP system in place which improves performance of the business via information sharing and integration.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm:

- that the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures;

- that 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 at March 31, 2013 and of the profit of your Company for the year ended on that date;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

- that the annual accounts have been prepared on a going concern basis.

DIRECTORS

In terms of Section 256 of the Companies Act, 1956 and Articles 104 and 105 of Articles of Association of the Company, Mr. Michel Augonnet and Mr. Pierre Laporte, Directors of the Company retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-election. The Board commends re-appointment of Mr. Michel Augonnet and Mr. Pierre Laporte as Directors.

Mr. Ravi Kumar Krishnamurthy is an Alternate Director to Mr. Pierre Laporte. Due to Mr. Laporte''s presence in India at various times,

Mr. Krishnamurthy ceased to be an Alternate Director for short spells of time and was intermittently re- appointed as an Alternate Director to Mr. Pierre Laporte from time to time.

It is proposed to re-appoint Mr. Rathindra Nath Basu, Managing Director at the forthcoming Annual General Meeting for a further term of two years with effect from February 1, 2014, following the conclusion of his present tenure on January 31, 2014. The Board commends his re- appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certificate from M/s Price Waterhouse confirming compliance with Clause 49 of the Listing Agreement has also been included in the Annual Report.

Further, as required under the Clause 49, your Company has adopted a ''Code of Conduct and Ethics for its Directors and Senior Executives''. We wish to record here that this is in addition to the ALSTOM Code of Ethics which is applicable to all employees of the ALSTOM Group.

PROMOTERS

In the course of the year under report, M/s Alstom Holdings, France (Acquirer), Company''s penultimate holding Company, which held 70%, entered into an agreement inter-alia for acquisition of balance 30% of the issued and paid-up share capital of Alstom Grid Finance BV, rendering the Acquirer holding 100% of the issued and paid up share capital of the said Alstom Grid Finance BV, which Company, along with its nominees owns 100% of the issued and paid up share capital of Grid Equipments Limited, which in turn owns 73.40% of the Company''s voting share capital. This indirect acquisition by Alstom

Holdings, France, being deemed as ''direct acquisition'', in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (''Takeover Regulations'') required making an ''open offer'' to the public shareholders of the Company. Accordingly, Alstom Holdings, France, made an ''open offer'' in accordance with the ''Takeover Regulations'' which was concluded in February, 2013.

In terms, it acquired 1,65,42,372 Equity Shares resulting in the Shareholding in the Company of the Acquirer/ Promoter Group increasing to 80.31% from 73.40% as hitherto. Alstom Holdings, France, have committed themselves to reduce Promoters'' Shareholding in the Company, within the regulatory time frame, such that the minimum public shareholding of the voting share capital of the Company is maintained, to enable the Company''s Shares continuing to be listed.

COST AUDITORS

For the financial year ended March 31, 2013, the Company has re-appointed M/s Shome and Banerjee as Cost Auditors, to audit the cost records of the Company related to the applicable products manufactured at Pallavaram, Hosur, Naini, Vadodara, Noida and Padappai for the financial year under report with the approval of the Central Government. The Cost Audit Report for fifteen month period ended March 31, 2012, related to Power Transformers manufactured at Naini and Vadodara Units and Instrument Transformers at Hosur Unit of the Company was filed on January 8, 2013, within the time limit allowed under Cost Audit Report Rules, 2011.

AUDITORS

The Company has received a letter from M/s. Price Waterhouse, Chartered Accountants, the retiring Auditors, that they do not wish to offer themselves for re-appointment as Auditors at the ensuing Annual General Meeting. M/s. S.N. Dhawan & Co., Chartered Accountants, who have indicated their willingness to be appointed, are proposed to be appointed statutory Auditors from conclusion of ensuing Annual General Meeting till the conclusion of following Annual General Meeting.

ACKNOWLEDGMENTS

The Director''s 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. They would also like to express their gratitude to various Government/ Regulatory authorities, customers, vendors, Banks, and members for their continued understanding and support during the financial year ended march 31, 2013 and look forward for the same in the years to come.

For and on behalf of the Board

New Delhi T.S. Vishwanath

May 27, 2013 Chairman

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Mar 31, 2012

The Directors take pleasure in presenting the Fifty-sixth Annual Report and Audited Accounts of the Company for the fifteen months period ended March 31, 2012.

The Performance of the Company (hereinafter also referred to as the 'Company' or 'ALSTOM T&D India') for the period under report is not comparable with the previous year for the reasons of change in the financial year resulting in a fifteen months reporting period and the Scheme of arrangement for Demerger of Company's 'Distribution Business' having been effectuated in accordance with law from April l, 2011. The financial results of the Company for the period under report thus reflect the pre-demerger business upto March 31, 2011 and thereafter the business relating to products, projects and systems for electricity transmission and the related. The financial results may be viewed accordingly.

FINANCIAL RESULTS

(Rupees Thousands)

Period ended Year ended Particulars March 31, 2012 December 31, 2010

(15 months period) (12 months period)

Sales and Services (Net) 41,291,890 40,200,358

Operating Profit before interest 2,882,776 3,471,235

(As percentage of net sales) 7.0% 8.6%

Interest (Net) 652,035 655,011

Operating Profit after Interest 2,230,741 2,816,224

Exceptional Items (Profit on Sale of Property) 145,018 -

Profit Before Tax 2,375,759 2,816,224

Tax Expense (751,654) (948,811)

Profit After Tax 1,624,105 1,867,413

Balance brought forward from previous year 6,696,949 5,518,405

Profit available for appropriations 8,321,054 7,385,818 Appropriations

Proposed Dividend 430,387 430,387

Corporate Dividend Tax 69,820 71,482

General Reserve 165,000 187,000

Balance carried forward 7,655,847 6,696,949

The Company transferred the relevant assets and liabilities of the demerged business and vested unto the transferee Company with an equivalent withdrawal from the reserves of Rs. 2383.32 million, the details whereof are given elsewhere in this report.

DIVIDEND

Your Directors take pleasure in recommending a dividend of 90% (Rs,1.80 per share) for the fifteen months period ended March 31, 2012. This will absorb Rs. 500.21 million (inclusive of tax) based on existing capital.

CHANGE IN NAME

The name of your Company was changed to ALSTOM T&D India Limited from AREVA T&D India Limited, effective January 31, 2012, to reflect its name with that of Promoter group. The change of name of the Company does not change the legal status or constitution of the Company, nor does it affect any rights or obligations of the Company.

CHANGE IN FINANCIAL YEAR

Your Company changed its financial year to April 1 through the following March 31 from the Calendar Year. Accordingly, the current financial year/period is for fifteen months from January 1, 2011 till March 31, 2012.

PERFORMANCE REVIEW

MAINTAINED MARKET LEADERSHIP IN A DIFFICULT ENVIRONMENT

The period under report has been historic for the Company on many counts as it completed the carve-out of distribution business, announced the name change of the legal entity and braved many challenges in a tough market environment. Significant effort was put in maintaining continued market leadership of your Company in a very difficult environment.

Most of the Company's customers were grappling with issues related to infrastructure (delay in land clearance, coal linkages, environmental clearances, etc) resulting in postponement of capital investments. As a result, power generation segment of the market was highly impacted. Notwithstanding the adverse market conditions and demerger process, the Company performed well in the market place resulting in achieving a stronger order backlog, highest ever till date, and continued to maintain its primacy in the market place.

LEADERSHIP IN 765 kV EXTRA HIGH VOLTAGE (EHV) PRODUCTS AND SOLUTIONS, STRONG GROWTH IN UTILITY SEGMENT

You might recall that India's Power sector decided to introduce 765 kVAC EHV technology in the electrical grid in the 11th plan. Your Company closely followed this plan and invested in world class manufacturing facilities in Vadodora, Padappai/ Chennai and in Hosur to localise these high technology products. Your Company has won the highest number of EHV 765 kV substations ordered in the country. 28 out of the 40 EHV 765 kV substations ordered till date in India will be equipped with ALSTOM T&D technologies in products and solutions.

Among the notable 765 kV EHV substation orders won from Power Grid are Aurangabad, Aurangabad Extension, Vindhyachal and Bareilly.

In the SEBs Rajasthan Rajya Vidyut Prasaran Nigam Limited (RRVPNL) chose your Company for their large 765 kV Substation at Anta.

In the private sector, Sterlite Industries chose your Company to place turnkey orders for their two 765 kV substations at Bhopal and Dhule which they won on BOOT basis.

Similarly Jaypee Group also chose your Company to supply the 765 kV Generator Transformers, Interconnecting Transformers and the Reactors for their 3x660 MW Super Critical Power Project in Uttar Pradesh.

Lanco Group chose your Company to deliver the 765 kV Substation as a turnkey for their power plant at Vidarbha.

Your Company also succeeded in winning several large product orders from Power Grid such as the bulk order for 765 kV Circuit Breakers for EHV substations located at Dharamjaygarh, Jabalpur, Bhiwani, Satna (Extension), Gwalior (Extension) and Rajgarh Pooling (near Kotra). In addition, the Company won multiple orders for 765 kV Transformers and Reactors from Power Grid.

Your Company also secured several orders for 765 kV class products, such as Circuit Breakers, Instrument Transformers and Substation Automation from major Contractors/ Channel Partners for Power Grid's EHV substations at Jabalpur, Nellore, Raigarh, Bina and Piranha.

The Company, thus, is well poised to capture the growth in the 12th plan period when 765 kVAC is expected to become the transmission backbone voltage for India's electrical grid.

The Company also registered significant gains in the Utility segment by winning orders from North Eastern Electric Power Corporation Limited (NEEPCO) for the supply of a switchyard, transformers package for Pare Hydro Electric project 2x55 MW, turnkey 400 kV substation for Chattisgarh State Power Transmission Co. Ltd (CSPTCL).

PIONEER IN GAS INSULATED SWITCHGEAR (GIS) AND TURNKEY SUBSTATION

Members may be aware that your Company was the first in India to localise the manufacturing of GIS at their world-class manufacturing plant in Padappai, near Chennai. During the period under report, your Company won a GIS package of 11 bays of 420 kV GIS from BHEL for Rampur Hydro project in Himachal Pradesh which shall be delivered from the Company's factory at Padappai.

Your Company was selected by MSETCL as the winner for a large 400 kV GIS turnkey project at Hinjewadi. RKM Powergen placed the 400 kV GIS switchgear order for their power plant at Utchipinda in Chattisgarh. BGR Energy chose ALSTOM T&D India to supply the 400 kV Gas Insulated Substation for the 2x660 MW Krishnapatnam power plant. Surana Power, for their 2x210 MW power plant, chose ALSTOM T&D India to supply the 400 kV GIS on a turnkey basis.

We delivered and commissioned the 220 kV GIS turnkey substation at AIIMS Trauma Center, New Delhi for Delhi Transco Limited which was inaugurated by Smt. Sheila Dikshit, Honourable Chief Minister of Delhi in August, 2011.

In Pune, at Rastapeth, your Company delivered and commissioned a 132 kV turnkey GIS project which was inaugurated by Mr. Ajit Pawar, the Honourable Deputy Chief Minister of the Government of Maharashtra in August, 2011.

TREND SETTER IN E-BOP (ELECTRICAL BALANCE OF PLANT) FOR SUPER CRITICAL PLANTS

ALSTOM T&D India started its e-BoP activity in 2008. Since then, the Company has come a long way by winning several contracts with a leading position in the large as well as super critical segment of the power generation market. It enjoys the confidence of major power generators such as ESSAR, Reliance Power, GMR and Power EPCs such as L&T Power for delivering their turnkey e-BoP solutions.

Your Company, during the period under review, delivered and commissioned India's largest eBoP project for ESSAR (2 units of 600 MW Super Critical Plants) at Salaya. Your Company also delivered and commissioned 600 MW e-BoP project at Malwa for L&T Power.

FAST TRACK DELIVERY OF PROJECTS

ALSTOM T&D India is the market leader in delivering turnkey projects for Utilities, Power Generation and Industry/ Infra segments.

During the period under review, your Company delivered and commissioned 36 major substation projects, both AI5 and GI5, right up to 765 kV class.

Power Grid's 765 kV Bhiwani substation was commissioned, within a record time of 8 months, after allocation of land in July 2011. This was an extraordinary achievement for which your Company is thankful to Power Grid for extending their support to your Company.

Your Company was also called upon to deliver a 220 kV substation for Reliance Power for India's largest Solar power plant of 350 MW at Doorsar, Rajasthan. The project was delivered and commissioned in a record time of 129 days. We remain thankful to Reliance Power for their strong support to your Company in achieving this feat.

You might recall that your Company was selected by MSETCL, under an EPC programme, to deliver and commission 36 substations over A year period. During the period under review we delivered and commissioned 9 substations at various kV class such as 220 kV and 132 kV.

Your Company also plays a major role in building power distribution projects in Industry and Infrastructure.

The large power distribution system for Delhi's new International terminal T3 was earlier delivered and commissioned by your Company.

The Company has now delivered and commissioned 132 kV GIS based power distribution package for the new International terminal for Chennai Airport.

AUTOMATION TECHNOLGIES- MAKING THE ELECTRICAL GRID SMARTER

Network Management Systems (NMS)

Your Company is well recognized for building India's three Regional Load Dispatch centres (North, East and North East), two Data Com Networks (South and East) and the National Load Dispatch Centres. Thanks to strong initiatives taken by Power Grid, over the last decade, India's electrical Transmission Grid is embedded with smart technology. 70% of India's 200 GW power flow is managed by Alstom Grid's automation and control technology.

ALSTOM T&D India also supplied the National Load Dispatch Centre of Bangladesh which manages 100% power flow of Bangladesh's Transmission Grid.

Your Company made further progress, in this leading edge technology domain, by delivering the National Load Dispatch Center (NLDC) for Bhutan which manages 100% of the I power flow of Bhutan's Transmission Grid. This NLDC system, located in Thimpu, Bhutan, was inaugurated by | the Hon'ble Deputy Prime Minister of Bhutan, Mr Yeshey Zima, in December 2011.

You would be happy to know that your Company is providing 24x7 support for maintaining real-time software and hardware at 43 Load Dispatch Centres situated in Northern, Eastern and North-Eastern Region of India.

Your Company also bagged contract for providing 24x7 support for National and Backup control Centre at Dhaka, Bangladesh.

Substation Automation Systems (SAS)

During the year under review, your Company had a significant increase of orders in the SAS business. The gains came from almost all segments of the market such as the high end 765 kV EHV, the 400 kV Utility and Power Generation, Industry and Infrastructure and Channel Partners.

Among the leading customers who confirmed their continuous confidence in us are MSETCL, UPPTCL, RRVPNL, GETCO, Reliance Power, L&T, JSL, TECHNO etc. Our focus on power generation segment, led to receiving orders from Reliance Sasan UMPP, RKM, Rajpura Power, DB Power, Bhavnagar Energy and Hinduja National Power. Your Company has also made inroads into clean energy segment by securing orders for windmill through ENERCON, Nepal Hydro and Reliance Doorsar Solar.

These new products provide an integrated feeder management solution for a complete protection, control and monitoring of electrical power systems, serving tomorrow's digital substations.

SERVICES

The goal of the Service business of your Company is to be distinct in the market place and be the preferred partner for customers in their asset value maximization by extending product life cycle.

The portfolio of offerings of your Company include all the service support the customer would need for the product, such as technical training, maintenance including long term contracts, repair and overhauling, technical consulting, retrofit and spares.

Apart from the core service activities, Service business increased its portfolio by undertaking brown field projects in the field of Renovation, Modernization and Extension (RME) of substations.

During the period under review the Service business had a significant increase in order intake. Your Company won long term maintenance contract from RRVPNL for the Anta 765 kV substation. One of the major orders booked under RME segment was the Renovation of 220/132 kV Switchyard of NTPC Kanthi Vidyut Utpadan Nigam Limited (KBUNL).

The Company made important capital investments at its Technical Institute at Padappai to further enhance the 'hands-on' training capability for its customers on Grid products.

Your Company has also made significant progress by offering 24x7 after sales services to its major customers.

The Company's Service division has been carrying out the operations and maintenance of the main receiving substation of Terminal 3 of Indira Gandhi International Airport at Delhi. The substation was built by your Company and the customer also entrusted the operations and maintenance activity to the Company for a period of 5 years. The substation is manned on 24x7 basis and all operations, preventive and corrective maintenances, are managed by a team of skilled and dedicated experts in close coordination with DIAL.

FUTURE READY WITH NEXT GENERATION TECHNOLOGY PRODUCTS AND SOLUTIONS

1200 kV Ultra High Voltage (UHV)

Your Company is focused in following the national electricity plan in bringing new products and solutions for the ever evolving power transmission needs.

You might recall that Power Grid of India took the initiative in building world's highest 1200 kV class test substation at Bina. Your Company took the initiative to design, manufacture and type test the 1200 kV CVT, which was flagged off in August 2011 from the Hosur factory in presence of VIP customers. This has been installed in the 1200 kV Bina Subsation and has been electrically charged.

The council of Power Utilities awarded your Company with - 'India Power Award 2011' in recognition of our contribution in developing and type testing Ultra High Voltage (1200 kV) CVT.

ALSTOM T&D India has also designed and manufactured the 1200 kV Disconnect or for the 1200 kV Bina Test Station.

Smart Grid Initiatives

Your Company, as you are aware, is the leader in Network Management Systems (NMS) that make the transmission grid smart. In the entire SAARC region, your Company is the leader in this technology domain.

Your Company recently received an order from Maharashtra State Electricity Transmission Co. Ltd. (MSETCL) for a Smart Grid pilot project. As part of this pilot project, Situational Awareness Software (part of E-terra suit), shall be implemented at MSETCL's Load Dispatch Centre.

The main advantages for MSETCL, once the system is implemented, shall be:

- Mitigation and prevention of black-out or large scale incidents

- detection of instabilities (early warning)

- Assist the dispatcher in decision making including during islanded conditions

- Improve state estimator solution

- Improve security via model-based stability analysis

- Improve reliability via look-ahead analysis

- Capability to provide continuous validation of operation models

Power Grid India has taken initiatives to build a smart city pilot project in Puducherry (Pondicherry), Your Company has accepted an invitation to join Power Grid India to participate with ALSTOM T&D India's suite of products and software for this prestigious pilot project.

Digital Substations

Your Company bagged its first pilot project in the country for supply of non-conventional instrument transformers and IEC 61850 protocol relays to GETCO. This is a step towards future Digital Substations which will be operational on high technology process bus. This technology will reduce usage of copper control cables running from the switchyard to the control rooms, converting them in to very thin fiber optic cables which would improve the communication speed and the bandwidth resulting in improvement in reliability and efficiency of the substations.

During the ELECRAMA January 2012, India's largest electrical T&D exhibition, ALSTOM T&D India launched the new MiCOM P40 Agile intelligent Relays, the backbone of next generation in substation protection, and the MiCOM Si Agile - the universal PC tool suite for the entire MiCOM protection range. This product will redefine standards in feeder and motor protection industry.

BUILDING A STRONG CUSTOMER CONNECT

Customer Intimacy is one of your Company's strategic priorities to reach its ambition of being the leading reference in Grid Performance. Your Company has focused on building a strong customer engagement rigour through events like "GridNxt" held across all major metros in India as well as in Thimphu, Bhutan, Technical Days - two day seminar focused on emerging technologies in Grid Management, and Automation Day to showcase our Smart Grid technology. These events were an opportunity to position "ALSTOM T&D India" brand and to further strengthen the Company's commitment to superior customer intimacy.

The Company connected well with customers during these flagship events to strengthen our reach and to build awareness on our contribution tc India's emerging super-highways for efficient transmission flow in the country. The events were well represented by the Company's key customers and highly appreciated by leading technical experts.

ALSTOM T&D India is a leading reference in transmission business am I has been prominently present in I various industry forums, seminars anc exhibitions. The Company made a grand presence at the world's largest electrical Transmission and Distribution (T&D) exhibition - ELECRAMA, held in Mumbai, India, between 18 and 22 January 2012.

Mr. Gregoire Poux-Guillaume, President-Alstom Grid, was appointed as global Brand Ambassador for Elecrama 2012. He was felicitated at the ceremony and participated in special events like "CEO Nite", to debate opportunities in the power industry sector, among key players.

GridTech 2011 was another big industry event where your Company participated to show its manufacturing capability in India and establish itself as a leading solution provider in transmission sector.

RESEARCH AND DEVELOPMENT

Research and Development (R&D) plays an important part in your Company's leadership strategy. The Company continued to invest in several R&D programmes across the product categories from time to time. ALSTOM T&D India benefits from Global R&D effort of Alstom worldwide. The Company derives the benefit of global value engineering efforts, which among others helps in reduced lead time and is adaptive of specific customer requirement.

Your Company has set up a global R&D centre at Vadodara and Hosur. The centres help in evolving appropriate technology for the market environment.

CORPORATE SOCIAL RESPONSIBILITY (CSR) / SUSTAINABLE DEVELOPMENT

Your Company is committed to providing products and solutions that combine economic development, social progress and respect for the environment. CSR is at the heart of your Company's business imperatives. Leveraging the Alstom Foundation, an Alstom Group's effort, your Company is driving sustainable community development initiatives.

With eight manufacturing units spread across the country, your Company is able to support local communities through social and cultural projects with participation from employees. Automation Unit at Pallavaram organized training on road and domestic safety for the local community. Plantation initiatives are regular feature at most of Company's facilities and their neighborhoods under Company's Green Initiative for sustainable development.

The Company remains committed to welfare of people in the areas where it operates and is demonstrative of its responsible Corporate citizenry. ALSTOM T&D India organized free eye checking camps. A blood donation drive was conducted at various units through the year. Padappai unit supported the infrastructure development of Salamangalam village public school with donations of computers for all class rooms thereby enabling the learning of 250 school children through e-learning module.

COMMITTED TO ENVIRONMENTAL HEALTH AND SAFETY (EHS)

Your Company is environmentally conscious in shaping a sustainable future for the planet. The Company has designed reliable solutions through innovation and excellence in project execution with commitment to maintain high standards of Environmental Health and Safety. All industrial units of the Company have achieved accreditation for Occupational Health and Safety Management System (OHSAS 18001) and Environmental management System (ISO 14001) from renowned international certification bodies.

The Company adheres to practice of EHS communication prior to all business meetings and activities and all employees are encouraged to participate and commit to EHS and sustainable development programs.

Your Company has process and a protocol in ensuring environmental safeguard measures in all its business units. As part of EHS initiatives, high level management visits are made, aimed towards audit of EHS standards to ensure that employees are aware and updated of EHS standards and these are adhered by all employees.

E-training is used to train employees for safe use of electrical equipments. The Company has an Event Reporting Management System to capture vital EHS statistics related to near misses or incidents. This has helped in achieving zero environmental incidents and zero fatalities across all business units. During the period under report, Weeklong EHS Campaign was held on the occasion of National Safety Week and included workshops at Company's offices and customer sites on various issues like road safety, work at height, lifting tools and tackles, housekeeping/ material storage etc.

QUALITY AND INDUSTRIAL EXCELLENCE

Alstom Production System (APS) the global model of Alstom Grid that drives the units towards Industrial Excellence was deployed in all manufacturing units of the Company. APS model provides the necessary road maps and standards to improve and sustain Safety, Quality, Costand Delivery (SQCD) performance and measures progress towards industrial excellence.

Your Company is committed to continuous improvement towards industrial excellence, such as:

- Improvement in 36 Lean 6 Sigma projects contributing to significant operational performance.

- Test labs in PTI (Naini) and RMK Unit Hosur received NABL accreditation.

- All manufacturing units have certified Management systems for Quality and EHS.

- Suggestion Scheme - "Ideas to Win" at our Automation Pallavaram Site continue to receive good response with total of 159 suggestions received, several of which were accepted for implementation. Such suggestions were selected for Motivational Awards.

- Annual Q&IE conference 2011 held in April 2011 provided a platform for networking and sharing best practices among the Q&IE Community of ALSTOM T&D India. Thirty five best practices posters covering lean, Lean 6 sigma, EHS process improvement actions were displayed.

The Company during the period under review received Awards for excellence. For its innovation project titled "Unique Civil Foundation Technique for building a Switchyard" from ALSTOM T&D India (Solutions unit), the Company won the GOLD Award under the category "Green Innovation" in this year's Alstom's Global Innovation Awards.

HUMAN RESOURCE

During the period under report, your Company continued its focus on effective talent management for successful business partnership. Resource ramp-up by continuous hiring to meet the growth in demand and people engagement have been the highlights. The Country Recruitment Team at ALSTOM T&D India enabled successful on-boarding of 531 engineers, managers, professionals and workmen-technicians for different production and business units.

Different strategies including Alstom Strategic Talent Acquisition Programme (ASAP) have helped in attracting best of the talents from industry. Your Company has also done strategic hiring in the areas of Project Engineering Management and Construction Management by visiting the reputed institutes and campuses.

The Company aims to be 'the employer of choice' in the Industry.

The Company has series of communication sessions like round table meetings with senior management and business leaders, reward and recognition initiatives, employee integration program like Grid Connect and business facilitation workshops like PACE - Powering Alstom's Competitive Edge to perpetually engage these resources towards achieving the goals of the Company. Persistent efforts have been made during the year to familiarize employees with the Group's core values of Trust, Team and Action alongside ethics and compliance.

Team encouragement by celebrating project successes, connecting with people at remote work-sites, social and sports activities at different locations have been done to maintain employee connect and increase motivation. Community welfare programs conducted through the year helped create appreciation and involvement of employees in social activities.

PARTICULARS OF EMPLOYEES

A statement, as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time is attached as Annexure and forms part of this Report.

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

The particulars, as prescribed under sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure which forms part of this report.

INFORMATION SYSTEMS AND TECHNOLOGY

Information Systems and Technology is used by your Company to enhance business performance and improve operational excellence. The Company has deployed various tools and policies for its IT infrastructure and IT security. The Company also ensures that the business needs are supported by investing in Network Upgrades, Mobility Solutions and various audio visual devices. The Company has ERP system in place which improves performance of the business via information sharing and integration.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm:

- that the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures;

- that such accounting policies have been selected and applied consistently and the judgments arid estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2012 and of the profit of your Company for the fifteen months period ended on that date;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

- that the annual accounts have been prepared on a going concern basis.

DIRECTORS

In the course of financial period under report, Mr. T.5. Vishwanath, was co- opted as Director and non-executive Chairman in the Casual Vacancy caused by the resignation of Dr. Ajay Dua at the Board Meeting held on February 4, 2011. Mr. Chandan Roy was appointed as Additional Director at the Board Meeting held on August 6, 2011. They hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notices from the members u/s 257 of the Companies Act, 1956, proposing their names for appointment as Directors. Considering expertise, rich experience and profile of Mr. Vishwanath and Mr. Roy, the Board is of the opinion that appointment of these Directors will immensely benefit the Company and would be in interest of the Company and commends their appointment.

Mr. Rathindra Nath Basu was re- appointed as Managing Director of the Company by the Board of Directors for a period of two years with effect from February l, 2012 and his re- appointment was approved by the Shareholders at an Extra-ordinary General Meeting held on January 23, 2012.

In terms of Section 256 of the Companies Act, 1956 and Articles 104 and 105 of Articles of Association of the Company, Mr. Michel Serra, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re- election. The Board commends re- appointment of Mr. Serra as a Director.

Mr. Arvind Pachauri resigned as Alternate Director to Mr. Pierre Laporte with effect from August 6, 2011, following which Mr. Ravi Kumar Krishnamurthy was appointed as an Alternate Director to Mr. Pierre Laporte on August 6, 2011. Further due to Mr. Laborite's presence in India at various times, Mr. Krishnamurthy ceased to be an Alternate Director for short spells of time and was intermittently re-appointed as an alternate Director to Mr. Pierre Laporte from time to time.

Mr. C M A Nayar resigned as Director with effect from February 25, 2011. Mr. Alexandre Tagger, Mr. Vinod Kumar Dhall and Mr. Anil Chaudhry who were co-opted on the Board as Additional Directors at the Board meeting held on February 4, 2011, following demerger of the Distribution Undertaking of the Company, resigned as Directors at the Board Meeting held on December 12, 2011 as part of the re-constitution of the Board. The Board places on record its deep appreciation for the services rendered by these Directors during their tenure and particularly their immense contribution in the context of reorganization.

The Board, at a meeting (at which non-executive Directors resident in India - Mr. T. S. Vishwanath and Mr. Chandan Roy - did not attend and recued themselves from any discussion in the matter), decided to recommend payment of remuneration by way of commission to such of the non-executive directors, resident in India, of such amount and proportion, as it may determine, from time to time, within the overall limit not exceeding one per cent of the net profits of the Company in aggregate in any financial year/ period, in accordance with law, subject to the approval of the members. In such determination, Board shall have regard to the time spent by such non- executive directors and, in the case of non-executive Chairman, to the time to be spent in discharging such role, over and above the time spent normally by other non-executive directors. The Board has recommended that, for the financial period ended March 31, 2012, a provision in this regard of Rs. 4 million be made in the financial statements. The approval of members in the matter is being sought at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certificate from M/s. Price Waterhouse confirming compliance with Clause 49 of the Listing Agreement has also been included in the Annual Report.

Further, as required under Clause 49, your Company has adopted a 'Code of Conduct and Ethics for its Directors and Senior Executives'. We wish to record here that this is in addition to the Alstom Code of Ethics which is applicable to all employees of the Alstom Group.

BUSINESS REORGANISATION - DEMERGER

Members are aware, as reported last, pursuant to the 'consortium agreement' between Alstom Holdings and Schneider Electric Industries SAS in respect of the global T&D business of Areva SA, the distribution business was agreed to be allocated to the Schneider Group of Companies. The shareholders of the Company were appropriately informed in the past about the intention of proposed transfer of 'distribution business' in India.

In the course of the financial period under report, the Company decided and gave effect to the transfer of 'distribution business' through a Scheme of Arrangement for demerger. Accordingly, the Company's 'distribution business' was demerged as per the Court approved Scheme of Arrangement (the Scheme) into the then Smart grid Automation Distribution and Switchgear Limited (now called Schneider Electric Infrastructure Limited) - the (Transferee Company) being sanctioned by the Hon'ble High Courts of Gujarat and Delhi, respectively on September 19, 2011 and October 24, 2011 with the appointed date of April l, 2011. The Scheme was given effect to on November 26, 2011 (effective date) with the filing of certified true copies of orders of Hon'ble High Courts with the respective Registrars of Companies, Gujarat, Dadra and Nagar Haveli and NCT of Delhi and Haryana. The above transfer of demerged business undertaking has been accounted for by the Company as of the effective date in terms of the approved Scheme by recording the transfer of relevant assets and liabilities of the 'demerged business' at their book values as on the appointed date (April l, 2011) with an equivalent withdrawal from the Company's reserves of Rs. 2,383,318,000 as under resulting in no net gain or loss to the Company:

Adjustment/Withdrawal from Reserves Amount in Rupees

Share premium 812,729,200

Capital reserve 47,165,739

Capital Redemption reserve 60,000

Amalgamation reserve 28,500,000

General reserve 1,494,863,061

2,383,318,000

In consideration of the demerger as above of the 'distribution business', the transferee company has issued and allotted one equity share of Rs. 2 (Rupees Two) each fully paid up to the members of the Company for every equity share of Rs. 2 (Rupees Two) each held by them in the Company as on the record date of December 15, 2011.

Subsidiary Companies

Your Company did not have any subsidiary company as at the end of the period under report. In the context of re-organization the three enabling wholly owned subsidiary companies incorporated were suitably divested/ transferred with requisite approvals in the course of the period under report. Also, there were no effective transactions with the subsidiaries save in the context of divestiture/ transfer.

PROMOTERS

The shares held by the Promoters, as intimated to the Company, have undergone inter-se transfer within the promoter group, without any change in the extent of Promoters' shareholding among the qualified persons in terms of Regulation lO(l)(a)(iii) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

COST AUDITORS

The Company has re-appointed M/s Shome and Banerjee as Cost Auditors, to audit the cost accounts of the Company related to the manufacturing of Transformers at its units at Naini and Vadodara for the period under report with the approval of the Central Government. The Cost Audit Report for Financial Year ended December 31, 2010, related to the above products for both the Units was filed on June 29, 2011, within the time limit prescribed under Cost Audit Report Rules, 2001.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, the retiring Auditors, have indicated their willingness to be re-appointed.

The Company's units relating to the then 'Distribution business', for which the Branch Auditors were appointed, have ceased to be units of the Company following the demerger with the appointed day of April l, 2011 and accordingly no Branch Auditors are being proposed for appointment. The Branch Auditors, M/s S.R. Batliboi & Co., have also communicated that they do not wish to offer themselves for reappointment.

ACKNOWLEDGMENTS

The Directors sincerely appreciate the commitment, dedication, devotion and unstinted services rendered by the Employees who have contributed significantly in the performance of the Company. Their grateful thanks are due for the co-operation extended by the various Government authorities, customers, vendors, Banks and Members during the period under review and look forward to their continued support.

For and on behalf of the Board

New Delhi T.S. Vishwanath

May 25, 2012 Chairman

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Dec 31, 2010

The Directors take pleasure in presenting herewith the Fifty-fifth Annual Report and Audited Accounts for the year ended December 31,2010.

FINANCIAL RESULTS

(Rupees Thousands) Year ended Year ended 31.12.2010 31.12.2009

Sales and Services (Net) 40,200,358 35,658,766 Operating Profit before interest 3,471,235 3,576,638 (As percentage of net sales) 9.0% 10.0% Interest, net 655,011 578,598 Operating Profit after Interest 2,816,224 2,998,040 Restructuring and relocation costs - (83,286) Profit on Sale of Property - 15,500 Profit Before Tax 2,816,224 2,930,254 Taxation (948,811) (1,010,228) Profit After Tax 1,867,413 1,920,026 Balance brought forward from previous year 5,518,405 4,293,913 Profit available for appropriations 7,385,818 6,213,939

Appropriations Proposed Dividend 430,387 430,387 Corporate Dividend Tax 71,482 73,144 General Reserve 187,000 192,003 Balance carried forward 6,696,949 5,518,405

Dividend

Your Directors take pleasure in recommending a dividend of 90% (Rs. 1.80 per share) for the year ended December 31, 2010. This will absorb Rs. 502 million (inclusive of tax) based on existing capital.

Performance Review

The global financial crisis hit the market in 2008 impacting growth worldwide, including India. The industry and infrastructure sectors of the economy continued to be adversely impacted in 2010, as in 2009. To add to it, the Utility segment of the market was also impacted due to delay in power plant execution at customers end, as well as delay in land acquisition and securing coal linkages. As a result, the T&D market in India shrank in 2010.

Despite such adverse market conditions, your Company fared well in securing a good level of orders in 2010, with orders in hand up by 2%, over 2009. Order intake in 2010 was marginally lower by 1% than what your Company achieved in 2009. During 2010, your Company won several orders with new customers as well as in new market segments and maintained market leadership, in T&D domain, for the third year in succession.

Delivering sales in 2010 was not easy as some of the orders won in late 2008 as well as in 2009, were delayed at customers end due to non availability of land or lack of coal /fuel linkages. Consistent follow- up, supported by other mitigation efforts, led to improvement in sales in the second semester of 2010. Overall sales in 2010 were up by 12.7%, over 2009, mainly due to ramp-up of sales from the new green-field manufacturing sites, as well as improved execution of contracts.

The operating profit and profit after tax were lower by 3% due to impact of severe price fall and ramp up cost of the three green-field sites, which came into production in late 2009 and early 2010.

Transmission & Distribution

Transmission

AREVA T&D India made significant progress in the EHV 765 kV segment of the market by localizing all its products. World class factories set up in three green-field sites at Vadodara, Padappai (Chennai) and Hosur started production for 765 kV and other kV class of product ranges in 2010. In April 2010 Indias first indigenously developed 1000 MVA, 765 kV class UHV Inter-connecting transformer was manufactured and tested at the Vadodara factory. This was subsequently commissioned at Lancos Anpara C Power Plant in February 2011. You would recall that AREVA T&D India had already localized the EHV 765 kV range of Circuit breakers and Instrument transformers, while executing Indias 1st 765 kV Substation at NTPCs Sipat site in 2006-07.

Your Company, thus, continued its strong leadership position in the EHV 765 kV domain by winning 12 out of 22 Substations ordered in the Country till December 2010.

Power Transformers business received several major orders, such as;

765 kV Transformers for UPPCL, Anpara D

330 MVA/ 400 kV Power Transformers for India Bulls

500 MVA/ 400 kV Transformers for Power Grid

125 MVAR Shunt Reactors for Power Grid

400 kV Power Transformers for Vadodara Vidyut

Furnace Transformers for Monnet lspat

370 MVA Transformers for CESC/Dhariwal

475 MVA Transformers for GVK

During this year your Companys Circuit Breaker (CBR), Gas Insulated Substation (GIS), Instrument Transformer (ITR) and Disconnector businesses received several major orders, such as:

Sasan Ultra Mega for Reliance Power (for 765 kV CBR/DSC)

Parabati Hydro III for BHEL (for GIS)

Anpara C for UPPCL (for 765 kV CBR, ITR &DSC)

400 kV Kondapally for LANCO (for GIS)

Sasaram 765 kV Transformers for Power Grid (for CBR, ITR and DSC)

Your Company launched the Disconnector business in 2009-10 and had a start up in 2010 by winning several Disconnector orders for 765 kV and 400 kV. The new world class Disconnector factory at Padappai, ramped up its production line in the first semester of 2010 as per schedule.

During 2010, your Companys world class GIS factory, Indias first local manufacturing facility, started production activity at Padappai, near Chennai. More than 18 engineers/ technicians were trained in European factories to master the technology and production processes, so as to accelerate localization of this high technology product. As India is likely to install more and more GIS systems (which have smaller footprint, about 20% of a typical AIS substation and therefore an ideal solution for substations around cities with high land prices), your Company expects to achieve early leadership in this domain.

Systems business also made good progress by acquiring several new clients and new line of business. Some of the major orders received were:

765 kV Turnkey Substation for UPPCL Anpara D

765 kV Turnkey Substation for Power Grid at Sasaram

400 kV Turnkey Substation for Power Grid at Jatpur

132 kV Turnkey Substation for Power Grid at North East

Several Substation packages for MSETCL (multiple sites)

Smelter Electrical package for Hindalco

400 kV Substation for Essar

400 kV Substation for Prakash Industries

400 kV Substation for Shandong Electric for GMR Kamalaganga

eBoP (Electrical Balance of Plant) for GMR for Warora 2x300 MW

eBoP (Electrical Balance of Plant) for Essar for Tori 2x600 MW & Paradeep

eBoP (Electrical Balance of Plant) for L&T for Visa Power 2x600 MW

Your Company made significant progress in the emerging eBoP activity in 2010 by winning several large contracts and achieving market leadership.

During the year, your Company commissioned the prestigious 66 kV Power Distribution package for GMR for Terminal 3 of Delhi International Airport. Your Company is also executing a similar type of Contract for Chennai Airport, which comprises a Power Distribution package with 110 kV GIS Substation. This is to be commissioned in 2011. With these two systems, your Company has established itself in a leading position in the emerging Airport infrastructure segment.

Your Company also commissioned 12 Substations in Kenya and 4 Substations in Qatar.

A 400 kV GIS Substation at Kondapally for Lanco Infratech, was also commissioned during the year.

Several 400 kV Substations were also commissioned for Power Grid Corporation at Rourkela, Raigarh, Raipur, Hissar, Ludhiana and Amritsar.

During the year, several Substations were commissioned for various customers across the country such as 400 kV in Hissar for HVPNL, 220 kV for ESSAR Oil at Vadinar Phase 1,400 kV at Angul for JSPL, 220 kV at Subhasgram for WBSEB as well as several 132 kV Substations for WBSEB, JSEB, CSEB, Bengal Energy and Power Grid.

Network Management Systems (NMS)

During the year, your Company won major orders from Jharkhand State Load Despatch Center, Tata Power SCADA Systems at Bhira/ Bhivpuri and Maintenance Contract from Power Grid for Eastern Region Control Centers. Your Company improved its market share in the Telecom activity by doubling its order intake, over 2009. Key orders for supply of telecom equipment were booked from State Utilities and EPC contractors.

Major Projects delivered consisted of PTCUL Load Despatch Center and Supply of Dispatcher Training Simulator for the Power System Training Institute (PSTI). The NMS business also successfully handed over the Meghalayas DMS System to the customer (MeECL).

The AREVA Automation Technical Day during June, 2010, was a major success, with participation of over 90 representatives from various utilities and private customers.

Substation Automation Systems (Transmission Business)

Substation Automation Solution (SAS) Business Unit continues to retain its leadership position in the Indian market. 2010 was a strong year with good growth in orders vis-a-vis 2009.

Your Company received orders for Substation Automation for 16 Nos of Substations of Power Grid from several EPC Contractors. Your Company also received order for Substation Automation for UPPTCL Unnao 765 kV Substation from EPC Contractor. The Substation Automation Unit has also achieved significant success in IPPs, Central & State utilities. It won a prestigious order to retrofit various 220 kV and 132 kV Substations of RRVPNL with its latest protection technology. In addition, the Unit also received Substation Automation orders from Power Grid for Sasaram 765 kV and UPPCL for Anpara D Substation through the Companys Systems business.

The Protection Products business from various Channels and OEMs grew, thus reinforcing our customers preference for the MiCOM range. Your Company also continued to enjoy the confidence of BHEL, winning major orders for Protection Products and SAS Systems.

Your Company delivered several SAS solutions during the year. Some of the major projects delivered were Power Grid (Balia & Lucknow), MSETCL (12 Substations), DTL Mundka 400 kV, Power Grid Pirhana 400 kV, Namrup and North Chennai for BHEL etc.

During the year, your Company significantly increased the production capacity of its Protection Panel line.

Services for Transmission Business

Service business continued, in 2010, to provide to customers single point support for various Transmission products through the product life cycle. The portfolio included all service support the customer would need with the product, such as E&C supervision services, warranty support, technical training, maintenance including long term contracts, repair and overhauling, technical consulting, retrofit and spares. An extensive network of service engineers is deployed across the country to quickly respond to customers calls.

The Service businesss goal is to be a clear differentiator in the market place and to become the preferred partner of T&D customers. Its business focus is to support T&D customers with its offerings, and to maximize their asset value throughout the product life cycle.

The GIS service team, setup for the GIS factory at Padappai, started with their first project at Bhavini site in this year. 2 High Voltage Test Kits were purchased and commissioned in the year. These are being used for site testing of GIS substations up to 400 kV. Your Company is the first in the country to have invested in such advance test facilities.

Among the key orders won by Service in 2010 is a contract for 5 years Operation and Maintenance of the main 66 kV Substation at the new Terminal 3 of Delhi International Airport. This Substation was built by AREVA T&D Indias Systems business group and Service took over the 24x7 services from the first day of its operationalisation.

Distribution Business

The three businesses namely Power Distribution (PDS), Secondary Distribution (SDS) and Distribution Transformers (DTR) launched their world class manufacturing facilities at Vadodara green-field sites mainly to expand the manufacturing capacities and to introduce new products. The ramp up of the manufacturing facilities contributed to the sales growth of the distribution businesses in 2010.

The Proximity arm of Systems Business (which focuses on turnkey solutions for Distribution Substations and on small sized industrial projects), won orders for Turnkey Substation from Bajaj Hindustan, eBOP for 4x15MW Biomass based power plants at Fazilka, Nakodar & Kanpur, and a Power Distribution package at Azure for 5 MW solar power. With these projects, your Company also expanded its reach to the renewable sector, which is expected to be a high growth area. The Proximity Solutions business also delivered several Switchyard projects during the year, which include Shri Prabhulingeshwar Power Gen, Vayunandan Power and 33/11 kV Substation for Adani Group.

In the Distribution product range, Medium Voltage Switchgears, Distribution Transformers & Substation Automation for Distribution segment expanded their business volume. The Distribution Transformers business won a large order from Enercon for Slim Transformers, which are used for wind-mill applications and special light weight transformers. AREVA T&D India is a technology leader in these type of transformers. Your Companys PDS business won large orders from Jindal Steel and Lanco for supply of medium voltage switchgears. The Ecofit workshop at Vadodara plant which was inaugurated in 2009, continued to produce quality products and won several orders during the year.

Distribution business also remained focused in life cycle management of products supplied to the customers. Key orders won in 2010 include supply of spares and overhauling of 50 year old MV Switchgear (70 nos.) which were relocated from Germany to India by our customer. The project involves support, technical training, maintenance including long term contracts, repair and overhauling, ecofit (retrofit) and supply of spares.

AREVA T&D India continues to be committed to servicing the products supplied to customer, through the product life cycle.

Substation Automation Systems (Distribution Business)

Automation Business Unit had a good year and maintained its leadership position in the Indian Substation Automation market, winning key orders such as:

Power management system for lOCLs greenfield refinery at Paradip. A PACIS solution with latest technology was offered for fast load shedding application, as part of Power Management System on fibre optic network compliant to IED 61850 standards. This solution will also help the customer for efficient monitoring and control of overall electrical network of Paradip refinery.

In addition, the Substation Automation Business Unit also achieved significant success with orders in the private sector, industry and utility segments.

Research and Development

Research and Development is an important element of your Companys leadership strategy. Your Company continues to invest in several R&D programmes, including redesign to cost, across all product categories. AREVA T&D India also benefits from the global R&D efforts of the mother Company which operates across various countries. This helps in shorter lead time to launch latest products catering to customer requirements. AREVA T&D India has opened a global R&D center in Vadodara, in addition to its existing global R&D centre at Hosur, to provide appropriate technology to the market place.

Corporate Social Responsibility (GSR)

In pursuit of its Sustainable Development goals, your Company is committed to Corporate Social Responsibility (CSR). Business Units of your Company provide pro-active support for local projects of social and cultural interest, with continued active participation from the employees. The Units of the Company are committed to develop harmonious relations with the stakeholders. These include long term projects, which are initiated with the financial and organization support from AREVA Foundation. (The Foundation is an extension of the initiative undertaken in the past several years to optimize, promote and draw attention to the patronage programs of the AREVA group). Here is a review of some of our CSR initiatives:

Support for social and cultural development

The Units of your Company support local initiatives for development and social-cultural integration, for example:

Automation Pallavaram Unit organised a health awareness camp for 400 participants comprising of Unit employees and their family members.

National safety week was celebrated at all the Units of AREVA T&D India with training on accident prevention, housekeeping, PPE demonstration, safety quiz, etc.

Community Involvement

RMK Hosur Unit conducted a free eye camp at Hosur in association with Narayana Netralaya - Bangalore. Eye check up was conducted for 462 people out of which 206 people were offered free spectacles. Eye surgeries were also conducted on 51 people.

Padappai Unit organised Blood donation camp in association with Apollo Hospitals during which 69 employees donated blood.

Educational Outreach

The Units of the Company organise special initiatives for students and educational establishments, for example:

Padappai Unit supported the infrastructure development of Salamangalam Village public school with construction of toilet facility for girl students and also provided lighting and fans to all class rooms.

Environment Health and Safety (EHS)

Your Company made significant efforts in improving the EHS culture across all lines of Business. There has been reduction in green house gas emission, waste control and paper consumption. The accident frequency rate "FR-1" has improved over the years. Your Company made good progress in "Health and Safety" awareness, in implementation of EHS Standards, Operation Instructions and Statutory compliances. The level of compliance has also improved as EHS becomes an integral part of your Companys everyday work culture.

Your Companys EHS initiatives, methods and processes at customer project sites have been appreciated by several customers such as NTPC, Tata Motors, ECI Engineering, etc. Some of the factories such as the Transformer Unit at Naini won "Greentech Golden Safety Award" for second consecutive year as well as the "Commendation Safety Award 2010".

EHS Initiatives

All Units of your Company comply with essential environmental requirements. There has been a considerable reduction in Water and Energy consumption. Air emissions, Greenhouse gas emissions, Liquid effluents and Conventional waste generation also showed reduction in 2010. All new Units are 100 % asbestos free. Health awareness camps were organized at Pallavaram and Hosur. Employment medical checkup for all employees and health checks for specific employees who work at height and in confined space were initiated.

In 2010, eight Business Units accomplished more than one million man-hours of work without any lost time injury while eleven Units achieved zero FR-1. Mock drills such as fire fighting, emergency evacuation, electric shock treatment, chemical spillage and other emergencies are frequently performed across all the manufacturing and project sites. EHS reporting tools and event database are used to record all accidents and near-misses. Use of seat belts in cars and helmets on two wheelers have been made compulsory for all AREVA T&D India employees at all locations.

External awards received by AREVA T&D India for good EHS performance includes:

GREENTECH Foundation (of USA) Safety Award 2010 was delivered to AREVA T&D India Naini Works by Director General Factory Advice Service & Labour Institute, Govt, of India.

Appreciation letter and awards were received from many customers like NTPC, ECI Engineering, Tata Motors, etc for following and practicing good EHS techniques at the customers project sites.

Sustainable Development & Continuous Improvement (SDCI)

During the year under review, the Companys units continued to progress with the implementation of the global sustainable development (SD) model "AREVA WAY", with enhanced involvement of employees. The sustainable development concept recognizes the interdependence of economic, environmental and social systems as well as the performance factors.

Several AREVA T&D India Units like HVM Padappai, PDS (Salt Lake and Vadodara Units), Hosur and Padappai were certified for Integrated Management Systems (ISO 9001, IS014001 & OHSAS18001).

Automation Pallavaram Unit shifted 3 Lean Lines from HA Local to HA Midos, resulting in a capacity increase of 30% in HA Midos. 28 more Lean 6 sigma projects aimed at operational performance improvement were successfully completed and certified. Automation Unit achieved 99% FTPR set by Automation Center of Excellence (COE), resulting in elimination of additional Inspection and Logistics in SMS Unit and reduction of lead time by 38% for our UK customers.

PTI Naini Unit successfully implemented AREVA Production System (APS) Project in the NPT Shop. This has resulted in lead time reduction of NPT transformer line by 40% and has improved MVA output of the production line by 20%. The concept of Sustainable Development was introduced to all sections of employees at the Naini Site. About 60 employees were trained on various processes.

For the first time, PDS Unit introduced Neoprene Gaskets in AIS Panels, as per IS11149, resulting in enhanced IP54 protection. These were also successfully introduced in several projects . With the introduction of Trivalent Chromium, PDS unit also eliminated the usage of hazardous hexavalent chromium in all types of plating and powder coating processes.

The SDCI Conference, held on 18th & 19th February 2010, provided a platform for networking and sharing best practices among the SDCI Community of AREVA T&D India.

Particulars of Employees

A statement, as required under Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, is given in the Annexure which forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

The particulars, as prescribed under sub-section 1 (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure which forms part of this report.

Human Resources

Recruitment and Retention of Talent

2010 was an year full of challenges both on recruitment and retention.

Our Recruitment Team successfully brought on Board 500+ Engineers, Managers and Professionals, especially for green-field sites like GIS at Padappai, Instrument Transformers at Hosur as well as for Primary and Secondary Distribution businesses at Vadodara. Your Company also inducted a significant number of professionals in Systems and Automation businesses. In addition, 200+ workmen and trainees also joined our Company during the year. Your Company continued to promote the AREVA Strategic Talent Acquisition Programme for employee referrals, to attract new talent to the organization.

Your Company made efforts to keep the employees engaged during this phase of transition by launching a "Recognition and Reward" (R&R) scheme, so as to strengthen the motivation levels. Several engagement activities were also promoted. Country Integration Program were conducted for new recruits. Regular communication meetings organized at unit levels helped retention of talent in a year of transition.

Training and Development

During the year, as in the past, need based training programmes were organized towards development of competencies and building a leadership pipeline in the organization. An average of 4 man-days of training was maintained per employee for professionals/ engineers and managers during this year. 22 Young Managers attended Fast Track Business Management Course at IIM, Bangalore. Till date, 147 Young Managers have undergone this customized to company need training, aimed at creating leadership talent pool. Based on 360 degree feedback, the Corporate programme was launched for Senior Executives with training on Strategic Thinking and Leadership. This was conducted in April, 2010 at the Indian School of Business (ISB), Hyderabad. In addition, 28 Diploma Engineers were enrolled to participate in the AREVA Continuing Education programme at I IT Campus in Chennai; Project Management Fundamentals and Contract Management Programs were conducted for identified professionals in Systems and Sales. HR Managers were trained in a new global tool - Personality and Preference Inventory (PAPI) for talent acquisition.

In order to enhance engagement and motivation levels amongst operatives and supervisors at the manufacturing sites, "Let Us Talk" project was launched. For this mission, HR Managers were specifically trained by an international faculty to roll out training to al! Line Managers to effectively deploy and administer performance and development oriented dialogues with employees and for supervisors.

Information Systems and Technology

Your Company continued to invest in Information Systems and Technology to enhance business performance and improve operational excellence.

The Company further strengthened its IT infrastructure and IT security through deployment of various tools and enforcement of various policies. The Company also ensured that the business needs are supported by investing in Network Upgrades, Mobility Solutions and various audio visual devices.

The upgrade of the ERP system to the Global ERP was progressed with the Units. This is aimed towards improvement in business performance via information sharing and integration.

Directors Responsibility Statement

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm:

that the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures;

that 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 at December 31, 2010 and of the profit of your Company for the year ended on that date;

that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

that the annual accounts have been prepared on a going concern basis.

Directors

At the Board Meeting held on February 4, 2011, Mr. T.S. Vishwanath and Mr. Vinod Kumar Dhall were appointed as Directors in the casual vacancies caused due to the resignations of Dr. Ajay Dua and Mr. Karim Vissandjee respectively. In the same Board Meeting Mr. T.S. Vishwanath was elected as a Non Executive Chairman of the Board.

Dr. Ajay Dua served as the Chairman of the Company from July 2009. He had successfully steered your Company to its current leadership position in the Indian T&D Industry. Your Directors place on record their deep sense of appreciation for the valuable services rendered by Dr. Ajay Dua. The Board also wishes to place on record the support given by Mr. Karim Vissandjee for introduction of various financial tools and establishment of the financial shared service centre. At the Board Meeting held on February 25, 2011, Mr. CM.A. Nayar, an independent Director, resigned from the Board. The Board places on record its deep appreciation for the valuable contribution made by Mr. Nayar, during his association with the Company.

Mr. Michel Serra, Mr. Alexandre Tagger and Mr. Anil Chaudhry have been co-opted as Additional Directors and Mr. Arvind Pachauri was appointed as an Alternate Director to Mr. Michel Serra on 04.02.2011 and due to Mr. Serras presence in India on 25.02.2011, Mr. Pachauri ceased to be an Alternate Director. On 25.02.2011, Mr. Pachauri was appointed as alternate to Mr. Pierre Laporte.

Brief Particulars of these Directors are given elsewhere in this report.

Considering the background and experience of the above Directors, the Board is of the opinion that the appointment of Directors as above, will benefit your Company and recommends the same.

Mr. Pierre Joseph Jean Marie Laporte and Mr. Michel Augonnet retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends the re-appointment of both Mr. Laporte and Mr Augonnet as Directors.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections.

Further, as required under the amended said Clause 49, your Company has adopted a Code of Conduct and Ethics for its Directors and Senior Executives. We wish to record here that this is in addition to the AREVA Values Charter which is applicable to all employees of the AREVA Group.

AREVA Global Transmission and Distribution Business Sale

During the year 2009 AREVA SA, the ultimate Holding Company of AREVA T&D India Limited had conducted a competitive open bidding process for the transfer of its global transmission and distribution electrical business (the "Global Business"). ALSTOM Holdings, a Company incorporated in accordance with the laws of France ("ALSTOM") and Schneider Electric Industries SAS, a Company incorporated in accordance with the laws of France ("Schneider") entered into a Consortium Agreement dated November 09, 2009 ("Consortium Agreement") whereby they agreed on the general principles regarding the offer to acquire the Global T&D Business of AREVA SA, funding of the acquisition, management of the Global T&D Business and separation of the same such that the transmission business will be allocated to the ALSTOM Group of Companies and the distribution business will be allocated to the Schneider Group of Companies.

Pursuant to the Consortium Agreement, a Share Purchase Agreement dated January 20, 2010 ("Share Purchase Agreement") was entered into between ALSTOM, Schneider and AREVA SA, to acquire 100% (one hundred percent) of the issued share capital and voting rights of T&D Holding (earlier known as AREVA T&D India Holding SA), a Company incorporated in accordance with the laws of France. T&D Holding directly along with its subsidiaries namely AREVA T&D India SAS and Long & Crawford Ltd, was holding 72.18% paid-up share capital of AREVA T&D India Ltd. (AREVA T&D India).

Pursuant to the said Share Purchase Agreement and subsequent amendments thereto, on June 7, 2010, ALSTOM and Schneider through ALSTOM Sextant 5 SAS, a special purpose vehicle in which ALSTOM Holdings and Schneider Electric Services International hold approximately 70% and 30% respectively, of the equity share capital and incorporated in accordance with the laws of France, acquired the Global T&D Business of AREVA SA after obtaining necessary approvals of the relevant authorities. Consequent to the acquisition of AREVAs Global T&D Business, ALSTOM Sextant 5 SAS has indirectly acquired 72.18% of the paid up share capital of AREVA T&D India.

Further, in terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the "SEBI (SAST) Regulations") ALSTOM Sextant 5 SAS, along with ALSTOM and others have, vide Public Announcement on 28th May 2010 to the equity shareholders of AREVA T&D India Limited made a cash offer to acquire up to 20% of the issued share capital of AREVA T&D India. Pursuant to the Public Announcement, ALSTOM Sextant 5 SAS, along with ALSTOM and others made an open offer to acquire up to 20% of the issued share capital of AREVA T&D India. Further to the Public Announcement made in May 2010, the Acquirer (ALSTOM Sextants SAS and others) had published the revised schedule of the open offer on 30th October, 2010 giving the date of opening of offer as November 6, 2010 and close of offer as November 25, 2010. Thereafter, on December 3, 2010 on behalf of Acquirer, the Managers to the open offer, DSP Merrill Lynch (DSP), had published the post offer Public Announcement in the Financial Express. The Acquirer had informed the Company vide their letter dated December 3, 2010, confirming the completion of the open offer formalities and enclosed the acknowledged copy of the post offer report filed by them with SEBI confirming that all other open offer obligations have been completed. The acquirers had acquired 2,906,624 (1.22%) equity shares tendered by the aforesaid erstwhile shareholders. These shares were held in Trust by the Registrar to the Offer, though not formally transferred in the Companys records. Consequently, on completion of formalities, the Promoters holdings stand increased to 175,492,524 (73.40%) equity shares.

The Company is in the process of studying the manner for carrying out the allocation in India as envisaged in the Consortium Agreement referred to above and upon firming up, necessary further steps will be taken. In the context, three enabling wholly owned subsidiaries (including one formed after the balance sheet date) have been incorporated as on the date of this report and included as members of the group, which may be appropriately purchase with a view to giving effect to any detailed plan that may finally be approved.

Auditors

The Company has received a letter from M/s. Deloitte Haskins & Sells, the retiring Auditors, that they do not wish to offer themselves for re-appointment as Auditors at the ensuing Annual General Meeting.

For and on behalf of the Board

T.S. Vishwanath Chairman

New Delhi March 16,2011

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Dec 31, 2009

The Directors take pleasure in presenting herewith the Fifty-fourth Annual Report and Audited Accounts for the year ended December31,2009.

FINANCIAL RESULTS

(Rupees Thousands)

Year ended Year ended 31.12.2009 31.12.2008

Sales and Services (Net) 35,658,766 26,412,143

Operating Profit before interest 3,576,638 4,049,462

(As percentage of net sales) 10.0% 15.3%

lnterest.net 578,598 298,054

Operating Profit after Interest 2,998,040 3,751,408

Restructuring and relocation costs (83,286) (396,167)

Profit on Sale of Property 15,500 115,021

Profit Before Tax 2,930,254 3,470,262

Taxation (1,010,228) (1,207,031)

Profit After Tax 1,920,026 2,263,231

Balance brought forward from previous year 4,293,913 2,760,536

Profit available for appropriations 6,213,939 5,023,767

Appropriations

Proposed Dividend 430,387 430,387

Corporate Dividend Tax 73,144 73,144

General Reserve 192,003 226,323

Balance carried forward 5,518,405 4,293,913

Dividend

Your Directors take pleasure in recommending a dividend of 90 % (Rs. 1.80 per share) for the year ended December 31, 2009. This will absorb Rs.504 million (inclusive of tax) based on existing capital.

AREVA T&D India

Performance Review

The year 2009 was indeed difficult for the Indian economy. The signals of a financial crisis were noticed around September 2008. Your Company read these signals seriously and put in place a Crisis Management Plan to counter the negative impacts of this fiscal crisis.

Throughout 2009, the Industry and Infrastructure segments of the economy were badly impacted. Most of the projects were delayed and new investments were postponed. Consequently these segments had a negative growth in 2009.

The Power generation segment was also impacted due to delay in financial closure of projects, in addition to other issues like lack of progress in land acquisition and lack of allocation of coal linkages. The number of power projects that actually ordered electrical equipments were few.

However the T&D Utilities were active with their new projects and made several major investment decisions. Power Grid Corporation of India Ltd. (Power Grid) in the Central Transmission Utility, along with SEBs like MSETCL, HVPNL, RRVPNL, WBSTCEL, CSEB etc., scaled up their investments in 2009. Power Grid, in particular, launched a huge 765 kV programme and ordered several substations and transformers in 2009.

On the whole, the Utility segment of the T&D market was better than expected and largely compensated the negative growth of the Industry and Infrastructure segments. According to IEEMA, the growth of the entire electricity market was only 2%, though the T&D part reported somewhat better growth.

The export market did not fare better either. Both Middle East and Africa suffered badly due to the financial crisis.

Thanks to early launch of the Crisis Management Plan, your Company mitigated this difficult period quite well and reported an increase in Order intake, over 2008. The Order backlog (order in hand) grew significantly and was up by 17% over 2008, securing most of the volume for 2010 sales. In 2009, AREVAT&D India consolidated its market leadership position and also reported the highest sales growth, about 35%, among competition.

The year 2009 also witnessed a severe price pressure due to the low growth of the market. On an average the price fall, witnessed by the market, was of the order of 15% to 20%. It was even worse for certain segments of the distribution market.

Your Company made special efforts and launched several actions to improve operational savings supported by cost cutting measures to counter the price fall.

AREVA T&D India also successfully completed its new investment programme which had been launched in 2007. Eight new factories were built in the three new green field sites at Vadodora, Hosur and Padappai (Chennai). With these new investments your Company has not only expanded its manufacturing capacities, but has also built the facilities to manufacture 765 kV Extra High Voltage (EHV) equipments. These factories can further be upgraded to manufacture 1200 kV Ultra High Voltage (UHV) equipments without any major additional investment. The market for 1200 kV UHV is expected to open up 2012 onwards.

Products Business

The Power Transformers business continued to grow in 2009. A new world class manufacturing factory was commissioned at Vadodara in April 2009.

AREVA T&D India won several orders in the public utility as well as in the private segments. Power Grid Corporation of India Limited, the countrys largest transmission utility company, placed a large order for Transformer Package at Neemrana, Kotputli and Dehradun, including the first 500 MVA Transformer order to be finalised by Power Grid. Orders were received from Rajasthan Rajya Vidyut Prasaran Nigam Limited (RRVPNL) for 4x315 MVA Auto Power Transformers and 3x100 MVA 220/132 kV Auto Power Transformers.

The Distribution Transformer business also grew in 2009. Several major orders were won including, NTPC Order for Outdoor Transformer Packages at their Rihand and Mauda projects. Your Company also received significant orders for Distribution Transformers in MSETCL (via Contractor) and in the Wind segment.

AREVA T&D India successfully won several orders in the GIS segment, underscoring the success of its localization strategy. You may recall that AREVA T&D

India was the first amongst competition to launch its local GIS manufacturing plant in 2009. Your Company received a 420/245 kV GIS order from BHEL for its North Chennai Project. It also received orders for 400 kV GIS at Chamera II for NHPC. Other GIS orders received as turnkey orders are reported under Systems business in this Annual Report.

In 2009, your Company commissioned a new world-class EHV (765 kV) and HV (66 to 400 kV) Circuit Breaker manufacturing plant at Padappai (Chennai, Tamil Nadu). The old manufacturing facility at Perungudi was shifted to this new location with the dual objectives of expanding the manufacturing capacity, as well as upgrading the facility to manufacture Circuit Breakers upto the UHV (1200 kV) range in the future. The site is manufacturing Live Tank Circuit Breakers and localisation of Dead Tank Circuit Breaker is in progress. This site will also manufacture Dead Tank Circuit Breakers ranging from 66 kV to 145 kV Through the Systems business, the new site has received the highest number of 765 kV as well as 400 kV Circuit Breakers ordered, by Power Grid, in 2009. Several orders for Circuit Breakers, ranging from 66 kV to 400 kV, were also received from Utility segments (SEBs), Private sectors and other Contractors.

The Instrument Transformer factory at Bangalore was shifted to Hosur in 2009, where a new world class factory has been built, with the dual objective of expanding the manufacturing capacity as well as upgrading the facility to manufacture Instrument Transformers upto the UHV (1200 kV) range. Through the Systems business, this site has also received, like the new Circuit Breakers site at Padappai, the highest number of orders for 765 kV as well as 400 kV class of Instrument Transformers, ordered by Power Grid, in 2009. Several orders for Instrument Transformers, ranging from 132 kV to 400 kV, were also received from Utility segments (SEBs), Private sectors and other Contractors.

In 2009, AREVA T&D India commissioned a new world class Disconnector factory (for 765 kV and 400 kV class) at Padappai (Chennai, Tamil Nadu) and introduced state-of the-art Disconnector technology in India. Your Company has launched an action plan to improve the awareness for high quality Disconnectors in the Indian Power Grid system. Your Company is hopeful that the Indian Utilities would soon welcome the use of high quality Disconnectors to be used in the Indian Grid. The new plant has already received orders for 765 kV and 400 kV Disconnectors, through Systems Business, from Power Grid.

During 2009, your Company shifted the Medium Voltage manufacturing plant from Taratala, Kolkata to the newly built state-of the-art world class facility at Vadodora. The medium voltage segment also reported growth, despite downturn in the industry and infrastructure segments. New orders were won through Systems business, Contractors and direct Customers. The Secondary distribution did not grow much due to poor market conditions in the infrastructure segment of the market.

Overall, 2009 was an important year for the Products business of your Company, with all the new world- class factories coming on stream and reporting good performance across all Product categories.

Systems Business

The Systems business of AREVA T&D India, which delivers turnkey solutions in Utility, Industry and Infrastructure segments, had good success in 2009. While the industry and infrastructure market were negative, the overall market reported positive growth driven mainly by the Utility segment. The Systems division maintained its leadership position in the market and grasped the market growth which is increasingly demanding turnkey solutions.

Your Company strengthened its leadership position in 765 kV turnkey substation market with some major successes during the year and gained more than 50% market share in this segment. During the year, your Company won 7 out of 8 numbers of 765 kV Substation projects tendered and ordered in 2009. You may recall that your Company won the first 765 kV Substation (NTPCs Sipat Plant) in India. Your Company, amongst the competition, led initiatives in localising the 765 kV products manufactured at its Indian plants.

AREVA T&D India successfully executed the 400/230 kV Air Insulated Substation at Pugalur for Power Grid, which has been termed as the most modern substation. Conceived by Power Grid under the grid strengthening programme for Southern Region, the Pugalur Substation would supply power to the Southern part of India. AREVA T&D Indias products installed at the site include 315 MVA 400 kV Transformers, 63 MVA Reactors, 400 and 220 kV Circuit Breakers, Instrument Transformers, Surge Arrestors, Protection panels, Substation Automation system (PACIS on IEC 61850 protocol). This is a first of its kind project where latest products, technologies of AREVA T&D India are installed.

Considering the rocky terrain and space constraint your Company was able to deliver an innovative design, satisfying the challenging need of the project site.

Out of the very few Industry orders decided in 2009 your Company won the largest Industry order from Hindalco for a 220 kV Conversion Substation, for their Aluminium Smelter at Lapanga and Mahan. With this major success, after past orders won from NALCO, AREVA T&D India has consolidated its leading position in the aluminium electrolysis segment in India and is looking forward to the future growth of the electrolysis industry in the country.

During the year 2009, AREVA T&D India continued to receive 400 kV and 220 kV turnkey substation orders from major Private sector investors such as JSPL, Adani Group, Lanco Infratech, Jaiprakash Group etc.

In the Infrastructure segment, your Company received an order for turnkey supply of Secondary Power Distribution System for the Chennai Airport modernization project.

During the year AREVA T&D India achieved significant progress in the Utility segment. Amongst the major orders, your Company has signed a breakthrough Engineering Procurement and Construction (EPC) alliance agreement worth

approximately Rs.9,000 Million with Maharashtra State Electricity Transmission Co. Ltd (MSETCL), for the turnkey design and construction of 220 kV and 132 kV substations. The scope of this agreement includes a total of 36 substations, to be provided at various locations across the State of Maharashtra, over a period of three years. Orders for the first 18 substations, worth Rs.3,600 Million, have already been booked in 2009.

Another landmark success was achieved with Delhi Transco Ltd., where your Company has been engaged to supply two numbers of 220 kV Gas

Insulated Substations, on turnkey basis, to augment the transmission network in and around Delhi, for the upcoming Commonwealth games in 2010.

In addition, your Company successfully won orders with several other Utilities such as WBSETCL, HVPNL, APTRANSCO, CSPTCEL etc., to build their T&D network for 132 kV, 220 kV and 400 kV substations.

Building upon its experience of executing 600 MW Electrical Balance of Plant (E-BOP) projects for Essar group, the Systems Business bagged another major E-BOP order for 2X600 MW Malwa Power Plant from L&T Power. This further consolidates the position in the 600 MW E-BOP market segment.

Your Company initiated special focus in the small and medium turnkey systems market for Utilities, Industries and Infrastructure. This sub-segment of the business made good progress in 2009, registering order growth over80%.

During the year, AREVA T&D India delivered and commissioned several projects in the Utility, Industry and Infrastructure segments. Several large projects with Power Grid, WBSETCL, Jindal Group, Adani Group were commissioned. In the infrastructure segment your Company delivered a very challenging Power Distribution project, with GMR Group, for the Delhi International Airport. With these projects, AREVA T&D India has once again demonstrated that it is on the front-line when it comes to execution of projects with emerging technology and innovation.

Automation Business

Your Company is a global leader in the Energy management business, which is backed by its expertise in Network Management Services (NMS) and in delivering technologies like Energy Management Systems, SCADA and telecom backbone networks. Major highlights during the year included a prestigious order for the National Load Despatch Centre of Bhutan and successful empanelment as a SCADA/DMS implementation Agency and Consultant for R-APDRP Projects. The Load Despatch centre of Tata Power was successfully delivered on turnkey basis.

The Automation manufacturing facility at Pallavaram completed 50 years. It has been upgraded to a world class manufacturing facility, by implementing Lean Manufacturing processes. The Unit is rapidly moving towards creating a digital centre in India for MiCOM range of relays and becoming a centre of excellence innearfuture.

Service Business

Your Companys Service business provides single point services through the product life cycle for various T&D products to the customers. The scope of offering includes all service support the customer would need once products are in their premises- such as E&C services including supervision, warranty support, technical training, maintenance including long term contracts, repair and overhauling, ecofit (retrofit) and spares.

Your Companys customers are supported by 100 field service engineers deployed across the country to quickly respond to customer calls. Its brand new Ecofit workshop at Vadodara plant started production in 2009, providing customers with top class medium voltage retrofit solutions. During the year, the Technical Institute at Padappai also became operational for customers and delivered training for several customers such as DIAL, Jindal Power, CEA, Oil India Limited, IPGCL, etc. In a first of its kind offering, Service business also launched E-learning training modules, which are accessible over the internet. This unique offering has attracted considerable customer interest.

During the year, Service business commissioned a comprehensive online transformer monitoring system against the first ever order of its type received

from Power Grid. The key orders won in 2009 include turnkey supply and commissioning of one bay extension of Gas Insulated Switchgear from NHPC and complete erection and commissioning of 400/220 kV switchyard from Reliance Infrastructure Ltd, involving AREVAT&D products.

As part of its growth strategy, the Service business is increasingly focusing on securing long term maintenance contracts for carrying out maintenance activities (including operation also in some cases) at customer sites. This is in line with the market trend, where the customers are looking for long term service support.



Research and Development is an important element of your Companys leadership strategy and it continues to invest in R&D program including redesign to reduce cost across all product categories. Important technical developments and new products during the year in the Products business were:

O Successful localization of Dead Tank Circuit Breakers from 66 kV to 145 kV achieved in the High Voltage Switchgear business. The HV business also took a lead in developing a 72.5 kV Live Tank Circuit Breaker.

O The new Instrument Transformer factory at Hosur successfully developed 765 kV Current and Capacity Voltage transformers and 550 kV Current transformers. The Unit is developing a new range of Top Core Current Transformers in the 145kV and 245kV ratings.

O Significant R&D actions in the Secondary Distribution business at Vadodara led to development of Ring Main Unit with integrated metering, outdoor RMU, Auto changeover systems for RMUs with multiple incomers and SCADA ready RMU with motorization and viewing window for protective relay.

O In the Primary Distribution business, a completely new series of indoor and outdoor Circuit Breakers were launched to customers, the new PCOB-15 and PCOB-36 (outdoor circuit breakers), HVX- (Indoor circuit breakers), PIXMV (Panels for Indoor), HWX - Circuit Breakers and panels (Indoor circuit breakers) will significantly meet customer expectations at different price levels.

O Power Transformers made significant breakthroughs with the development and launch of 250 MVA Single Phase 400 kV GT Transformer. The first 220 kV 160 MVA and the first 400 kV 250 MVA transformers were successfully completed and dispatched. Manufacturing activity for 765 kV Transformer also was commenced during the year.

O The Distribution Transformers business developed a 14 MVA Buck boost furnace transformer for the Railwheel project and 75 x 950 KVA compact corrugated, energy efficient GSP transformers for the ENERCON Wind mill green energy projects.

Corporate Social Responsibility ¦

Key CSR initiatives undertaken by the Units:

Medinipur is a district on the South Western side of West Bengal, bordering Orissa. The AREVA Foundation is supporting a programme targeting orphans and vulnerable children (OVCs) in the village, in collaboration with FXB Suraksha - a leading NGO. The AREVA - FXB Suraksha programme is currently covering four villages of Chaipat gram panchayat.

Around 70 HIV affected families in these villages have been identified on the basis of a need gap survey for a basic package of health, education, psychosocial support and income-generating services. The objective of the programme is to help target recipients become self sufficient after 3 years and replicate the programme in other parts. In a short span of less than a year since inception, the programme has yielded visible results in terms of regular school attendance among children and mainstreaming the HIV affected children and adults in the village community.

Naini Unit, Uttar Pradesh

O Supported local Administration in organizing District level Vegetable and Flower show, supported "ECTA" (An all India Social, Literary and Cultural Organization) in organizing their special programme dedicated to the poor, handicapped students and widows. Supported Allahabad Consumer protection society in organising drive for poor patients, free education for poor children.

O Supported Kasam 20-20 Yatra for Child Rights Protection.

Hosur Unit, Tamil Nadu

O Major Greening initiative undertaken at the new site

O Rain water harvesting has been implemented at the factory.

Padappai Unit, Tamil Nadu

O Donation of Chairs to Salamangalam village school and sponsorship of its Childrens day celebrations.

O Disposal of 1.5 MT of e-Waste through authorised recycler (ECORECO, Mumbai) in line with-waste notification issued by Central PCB.

Vadodara Unit, Gujarat

In line with your Companys CSR philosophy of engaging with communities at a local level, the Vadodara Unit has adopted village Alamgarh located near the factory, at Baroda-Halol Road. Your Company has worked with the local village Gram Panchayat and District Authority to build basic amenities like roads, school, temple, milk collection centre etc., in the village.



By deploying safety procedures, training programmes, EHS Policy and communication systems, AREVAT&D India are deeply committed to improve the EHS performance.

EHS statistics for AREVA T&D India:

Frequency Rate-1

The EHS focus is on safeguarding employees by mitigating accidents in work operations and to attain zero Loss Time Injury Frequency Rate (FR-1). In 2009, Loss Time Injury Frequency Rate came down to 0.66.

Key highlights of the Year

O Seven manufacturing units recorded more than 1 million man hours of operation without lost time injury.

O Seven manufacturing units received ISO 9000, IS014000 and OSHAS18000 certifications.

O Several manufacturing units received prestigious Awards for good EHS practices.

O These include:

(i) Safety Innovation Award 2009 for Naini Unit given by Chairman, Railway Board.

(ii) "GREENTECH Safety Award-2009" to Naini Unit - for outstanding achievement in Safety management in the manufacturing sector, from Greentech Foundation of USA.

(iii) Several customers such as Steel Authority of India Ltd. (SAIL), LANCO, Banaras Hindu University and TATA Motors, gave appreciation letters to your Companys teams for following and practicing good EHS systems at the project sites.

AREVA T&D has a strong global policy on Environment management. Some of the key achievements are:

O 7 manufacturing units certified for ISO 14001 Environment Management System.

O Significant reduction in Water and Energy consumption.

O Air emission, Greenhouse gas emission, Liquid effluent, Conventional waste generation were also reduced at all the locations.

Several country level new EHS initiatives were undertaken during the year across multiple manufacturing locations. Some of the key achievements were:

O A simplified version of EHS Safety handbook cascaded to all sites.

O E-learning EHS module was developed for new employees.

O Contractor/ Vendor Training initiated as part of EHS training School.

O Safety Marshals deployed at units and major sites.

Sustainable Development & Continuous Improvement

During the year under review, the manufacturing units of the Company continued to progress, with the implementation of the global Sustainable Development (SD) model "AREVA WAY" that recognizes the interdependence of economic, environmental and social systems and performance factors. The success of any Sustainable Development initiative is dependent on the involvement of employees. The whole-hearted participation of AREVA T&D Indias employees at all levels is notable in this regard. To quote a few achievements in line with the sustainable development commitments:

O A Gallery Walk was organized by Country SDCI, during the ExCom (AREVA T&D global management team) visit to India in April 2009. Five galleries depicting Lean Six Sigma projects, Continuous Improvement projects and Country SDCI initiatives were presented to the Executive Committee of AREVA T&D global (ExCom), who commended effective deployment of SDCI initiatives in India.

O 21 more Lean Six Sigma projects contributing to operational performance improvement were successfully completed and certified.

O Systems business was certified for Integrated Management System (ISO 9001, IS014001 and OHSAS18001).

Unit level actions:

Naini

O Commendation Certificate by Safety & Quality Forum of Institute of Engineers, India, for commendable performance in safety.

O Golden Jubilee Award 2009 by Eastern UP Chamber of Commerce and Industry, Allahabad, in recognition of extraordinary accomplishment and contribution to the nation.

O HR Excellence award for Talent Management in 2009 received from Amity International Business School, Noida.

O Distribution Transformers Unit at Naini (DTI) was re-certified for Integrated Management System (ISO9001, IS014001 and OHSAS 18001).

O DTI Unit implemented AD3D software for transformers upto 5MVA leading to reduction of Mechanical design Cycle time from 16 hrs to 3hrs.

Pallavaram

O Automation - Pallavaram Site certified for Integrated Management System (ISO 9001, ISO 14001 and OHSAS 18001).

O Implementation of Eco-friendly design in packing of panels, leading to reduction of wood content by 95% in packing boxes.

O All product lines transformed to Lean lines and all conventional relay lines relocated in existing two blocks, resulting in space optimisation and reduction in energy consumption.

O The unit crossed 2.35 Million Man-hours without Loss Time Accidents (LTA) and Automation (Noida) unit crossed 1.23 Million Man-hours without LTA.

Hosur

O Hosur site certified for Integrated Management System (ISO 9001, ISO 14001 and OHSAS 18001) and Laboratory Management System (IS017025:2005).

O First commercial dispatch of 765 kV Current Transformer and Capacity Voltage Transformers.

O Sustainable Development (SD) project with the aim of deploying the concept of Sustainable Development to all employees was deployed at RMK Hosur. 87 employees were trained on Sustainable Development. Nine projects were shortlisted from 78 suggestions received from employees. Out of these shortlisted projects, one has been selected as SD Focus project, encompassing all the three pillars of Sustainable Development.

Padappai

O HVM Padappai unit certified for ISO 9001:2008 Quality Management System.

O Usage of hazardous Trichloro ethylene eliminated fully from production process by installing ultrasonic Aqueos Washing Machine.

Vadodara

O Medium Voltage unit was certified for ISO 9001:2008 - Quality Management System.

O First combined Customer day for Medium Voltage Switchgear, Secondary Distribution and Distribution Transformers was organized during the year as a platform to showcase your Companys abilities to the customers, understanding their needs and for improving the customer relationship.

Salt Lake Works

O The QMS unit which includes Air Insulated Switchgear, Vacuum Circuit Breaker, Vacuum Interrupter was certified to ISO 9001:2008.

Noida

O Automation and ISN units received AREVA T&D Excellence Award 2009 for Completion of Highest percentage of AREVA T&D Electrical Risk Prevention training.

Particulars of Employees

A statement, as required under Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, is given in the Annexure which forms part ofthis report.



The particulars, as prescribed under sub-section 1 (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure which forms part of this report.

Human Resources

Training and Development

In the year under review, the focus of training was on Competency building across various levels. Some of the key programmes for 2009 were Strategic Leadership for Senior Management Team, Fast Track Business Management with MM Bangalore for High Potential Managers, Finance for Non-Finance with Faculty from IIM Bangalore. A unique program called Celemi Decision Base was also undertaken for building overall business perspectives into the

Managers. During the year, AREVA University conducted Cycle 3 program in India. Another new initiative undertaken was towards building the leadership pipeline. With the help of Unit Managers, people with leadership potential were identified and have also completed succession planning. For senior managers, a 360 degree feedback program was also launched. An average of 4 man days of training for all employees was maintained.

In May 2009, training of the second batch for AREVA T&D Finance Institute Module 1 was conducted at The Indian School of Business (ISB, Hyderabad) - Indias leading business school, as training ground for its global finance executives. This training program has been conceptualized by AREVA T&D finance department, implemented with the support of AREVA University, and supported by ISB, Hyderabad and its professors in collaboration with AREVA T&D managers and CEOs of leading Indian companies.

The second batch of AREVA Continuing Education Program for Diploma Engineers was initiated in November, 2009 through a tie up with NT, Chennai at their campus. 29 Engineers were enrolled for this program.

Recruitment and Retention of Talent

AREVA T&D India has a policy of bringing young talent into the organisation and nurturing them for its future growth. 167 Graduate Engineers and 33 Diploma Engineers joined the organization in 2009. They have been put through intensive training priorto placement at various units. Over the last four years, your Company has achieved high retention

percentage of Graduate Engineers and Managers. The attrition rate amongst Managers and Professionals was around 4%.

Relocation program for employees in all three Greenfield sites ensured its successful start up and smooth talent transition. Your Companys current employees continue to support the efforts to attract talent through the Employee Referral Scheme, which contributes nearly 29% to the lateral recruitments.

Infromation System and Technology

Your Company continued to invest in Information Systems and Technology to support its business activities.

The overall IT infrastructure was further strengthened to support existing manufacturing units and the new sites. The Country WAN (Wide Area Network) was upgraded to meet business needs. The Company strengthened collaborative tools like IP telephony and Video conference facilities in all major sites and also provided its employees enhanced mobility tools (wireless devices) to access data remotely and be able to meet new challenges of business.

AREVA T&D India continued to reinforce the IT security aspect and enforced an IT security policy in the country. All systems and antivirus softwares were upgraded to keep the IT systems secure.

A significant step was taken to upgrade the ERP system for several businesses such as Systems, Service, Automation and Country Shared Services at NOIDA and Chennai, including the Unit at Pallavaram. The existing SAP software has been upgraded to the latest ECC 6.0 version, and the system has been aligned to the AREVA T&D Global ERP model. These changes will enable the Company to follow the Global best practices and facilitate world wide information sharing and consolidation. It is planned to upgrade the ERP for remaining units in the next two years.

Directors Responsibility

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm:

O that the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures;

O that such accounting policies have been selected and applied consistently and such 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 at December 31, 2009 and of the profit of your Company for the year ended on that date;

O that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

O that the annual accounts have been prepared on a going concern basis.

Directors

At the Board Meeting held on July 27, 2009, Mr. Saroj Kumar Poddar stepped down as Chairman of the Company. Mr. S.K.Poddar had a long and illustrious association with the Company. His father, Late Badri Prasad Poddar, was among the first Directors to be appointed in The English Electric Company of India Private Limited (the Companys name at the time of its incorporation in India). Mr.Poddar has successfully steered your Company to its current leadership position in the Indian T&D Industry. Your Directors place on record their deep sense of appreciation for the valuable services rendered by Mr. S.K.Poddar.

During the year, Dr. Ajay Dua was co-opted as Additional Director and Chairman of the Company, effective July 27, 2009. Brief particulars of Dr. Ajay Dua are as under:

Dr. Ajay Dua, a career Civil Servant till July 2008, had served in the Government of India and Government of Maharashtra in several senior capacities. He brings in significant experience of the electricity industry having worked as a Joint Secretary in the Union Ministry of Power and as Chairman cum Managing Director of National Hydro Electric Power Corporation and the Rural Electrification Corporation of India. He has also served on the Board of Directors of NTPC Limited, Power Grid, Power Finance Corporation, North Eastern Electric Power Corporation, Nathpa Jhakri Power Corporation and

Tehri Hydro Development Corporation. He was an initiator of the policy of Power Sector Reforms in India. As Secretary in the Ministry of Industry and Commerce, he had spearheaded the formulation of policy for industrial development, intellectual property and promotion of domestic and foreign investments. Currently he is on the Board of several Indian Firms and also works as a Senior Advisor to many foreign companies.

Considering his background and experience, the Board is of the opinion that the appointment of Dr. Ajay Dua, as Director and Chairman, will be beneficial to your Company.

Your Directors regret to report the sad demise of Mr. Subir Raha, a Director, who passed away on February 1, 2010 after prolonged illness. Mr. Subir Raha was appointed on the Board of the Company on February 28, 2008. Mr. Raha had served with distinction in various senior positions in the Indian Oil and Gas Industry including as the Head of the Oil Co- ordination Committee (OCC). After his retirement from the Public Sector, he served on the Board of Directors of several Indian Public and Private Limited Companies. Your Directors place on record their deep appreciation for the contributions made by him as an Independent director on the Board and as a member of the Audit Committee.

Mr. Michel Augonnet and Mr. Karim Vissandjee retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends the re-appointment of both Mr. Michel Augonnet and Mr. Karim Vissandjee as Directors.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections.

Further, as required under the amended said Clause 49, your Company has adopted a Code of Conduct and Ethics for its Directors and Senior Executives. We feel proud to record here that this is in addition to the AREVA Values Charter which is applicable to all employees of the AREVA Group.



During the year, AREVA, the ultimate holding company decided to exit T&D business and consequent to the decision, AREVA Executive Board began negotiations with the Alstom-Schneider Consortium. In January 2010, the management in India has been informed that a Share Purchase Agreement was signed between AREVA Group and Alstom-Schneider Electric and the completion of the sale transaction is subject to obtaining the merger clearances from EU Commission and other Competition authorities. When the transaction is cleared by the said authorities, the new acquirers, in connection with compliance with SEBI regulations in India, will need to communicate to the shareholders their detailed plans, wherein possible reorganization of the T&D business in Indiais expected.

[Auditors]

M/s. Deloitte Haskins & Sells, the retiring Auditors, have indicated their willingness to be reappointed.

For and on behalf of the Board

Dr. Ajay Dua Chairman New Delhi February 12, 2010