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)

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)

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 anupriva.garg@ge.com.

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.

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