FINANCIAL HIGHLIGHTS
(Rs. in million)
Particulars |
Year ended 31 March 2025 |
Year ended 31 March 2024 |
Profit/(Loss) before exceptional items, tax,
interest and depreciation |
11.6 |
(695.4) |
Less: Interest/Finance costs |
247.2 |
579.5 |
Less: Depreciation and amortisation expense |
144.6 |
148.8 |
Profit/(loss) before exceptional items and
tax from Continuing Operations |
(380.2) |
(1,423.7) |
Exceptional item |
- |
- |
Profit/(loss) before tax |
(380.2) |
(1,423.7) |
Provision for taxation |
|
|
- Current tax |
- |
- |
- Deferred Tax charge (credit) |
- |
- |
Profit/(loss) after tax from continuing
Operations |
(380.2) |
(1,423.7) |
Discontinued Operations |
|
|
Profit(+)/Loss(-) from discontinued
operations before exceptional gain |
(328.7) |
(347.1) |
Exceptional items - Gain on sale of
discontinued operations |
2,953.3 |
- |
Profit(+)/Loss(-) before tax from
discontinued operations |
2,624.6 |
(347.1) |
Provision for Taxation |
|
|
- Current Tax |
326.3 |
- |
- Deferred Tax/(Credit) |
- |
- |
Net Profit(+)/Loss(-) after tax from
discontinued operations |
2,298.3 |
(347.1) |
Net Profit(+)/Loss(-) for the period/year |
1,918.1 |
(1,770.8) |
Balance brought forward from
previous year in the statement of profit and loss |
(2,638.9) |
(868.1) |
Profit available for appropriation |
(720.8) |
(2,638.9) |
Appropriations |
|
|
a) Transferred to General Reserve |
- |
- |
b) Dividend paid |
- |
- |
c) Corporate Dividend Tax paid |
- |
- |
Balance carried forward to Balance Sheet |
(720.8) |
(2,638.9) |
Proposed Dividend |
- |
- |
DIVIDEND
In compliance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations'), as amended from time to time, your Company has adopted a Dividend
Distribution Policy. This policy specifies the parameters of distribution of dividend with
objective of delivering sustainable value to its stakeholders. The Dividend Distribution
Policy of the Company is annexed as Annexure A' to this Report.
After reviewing the annual financial statements of the Company for FY
2024-25, the Board did not recommend any dividend for the said financial year.
TRANSFER TO RESERVES
No amount was transferred to reserves during FY 2024-25.
STATE OF COMPANY'S AFFAIRS
Operations The year in review
Economic Outlook:
The global economic landscape is currently undergoing a period of
transformation, driven by evolving trade policies and an uptick in global demand. Despite
initial concerns stemming from the United States' recent tariff adjustments, the outlook
for 2025 presents a unique opportunity for businesses and investors to recalibrate
strategies. The pause in tariff escalations expected later this year could offer a window
for stabilizing trade relations, fostering a more predictable economic environment.
Although a degree of caution is anticipated, this phase also presents a chance to
strengthen long-term resilience and build adaptive strategies for navigating future
uncertainties.
In the energy sector, the demand for electricity is set to rise
significantly between 2025 and 2027, driven primarily by emerging markets. China, India,
and Southeast Asia will be at the forefront of this growth. The International Energy
Agency (IEA) projects an unprecedented increase in electricity demand, which will largely
be met by clean energy sources, contributing to global efforts to reduce carbon emissions
and ensuring sustainable energy demand.
India's energy sector is poised to experience significant growth,
with electricity demand projected to increase by 6.3% annually from 2025 to 2027. This is
driven by the country's strong economic expansion, increasing electrification, and rising
ownership of air conditioning systems, which is responding to the country's warmer
climate. The robust growth in electricity demand is a clear indicator of India's advancing
industrial and technological landscape. Moreover, India is focusing on expanding renewable
energy capacity, with a target of 500 GW.
In India, while coal's role in the energy mix continues to be crucial,
the country is strategically balancing its focus on renewable energy with the ongoing
importance of coal in meeting its growing energy demands. In 2024, coal demand in India
rose by 5.5%, driven by strong performance in sectors such as power generation and
industrial production. To ensure continued energy security and support its ambitious
economic growth targets, India has set a goal to increase coal production to 1.5 billion
tons by 2030. This approach will help maintain a reliable and diversified energy mix,
facilitating the country's ongoing transition to renewable energy sources while
ensuring that it can meet its rising energy needs.
At GE Power India Ltd, the financial year 2024-25 was instrumental as
we embarked upon a business strategy with a focus on high margin, cash accretive deals
with faster cash conversion cycle. We de-risked EPC and focused on EP business; while
growing core services segment through penetration in OEM fleet.
During the year, GEPIL has secured a series of significant orders,
underscoring its strong performance in core services and global expansion. Notable
contracts include the refurbishment of Birsinghpur boiler spares, supply of ST spares for
NTPC Rihand, and generator rotor rewinding (210 MW) for Birsinghpur. Additional major
orders include the Vindhyachal ST upgrade under India's 60+ GW pipeline, Danieli
Corus wheel assembly for SAIL, and mill spares for CENAL ELEKTRIK in Turkey. Furthermore,
dispatches are in progress for a JSW Mingo export project to the USA. GEPIL's
strategy focuses on expanding service offerings, enhancing capacity, and increasing its
global market presence.
BOILERS
Your Company's execution unit at Noida and Manufacturing facility
at Durgapur, West Bengal are capable of designing and manufacturing supercritical and
ultracritical boilers, using the latest manufacturing technologies. Your company
accomplished these significant milestones in FY 24-25.
Major Milestone achieved by your Company on projects with BHEL-GEPIL
partnership in FY 2024-25
1X660 MW Bhusawal : Trial run for commercial operation declaration is
completed.
1X660 MW Panki : Trial run for commercial operation declaration is
completed.
3X660 MW North Karanpura : PG test completed for Unit 2. 2X800 MW
Telangana: PG test completed for Unit 1. 2X660 MW Suratgarh: PG test completed for Unit 1.
2X800 MW Darlipali: PG test completed for Unit 2. 3X800 MW Partatu: Synchronization
completed for Unit 1.
Manufacturing highlights of FY24-25 from Durgapur Factory
Supply completed for 2 upgrade project for Vedanta Jharsuguda. Multiple
supplies completed for core services including- Economiser coil, NOx Sofa, Coal nozzle,
Bend tubes, reheater coil and panels for various customers like NTPC, MPPGCL Birsighpur,
JPL Tamnar, PPGCL Bara , JSPL ,KPCL , Hindustan Zinc Ltd & Maithon Power. Pressure
vessels supplied to L&T for IOCL Panipat refinery.
Boiler Auxiliaries
Coal Burners supplied to JPL Tamnar and Hindustan Zinc
NON_COAL
Key milestones from Dugapur factory for Non-
Coal segment
Breakthrough order for Cryogenics from Air Water India A/c
SAIL Durgapur Pressure Vessels for Mundra Petrochem Ltd (Adani)
Exports:
Key milestones from Durgapur factory
Spare parts/services for power plant equipment:
Karabiga Plant Cenal Elektrik, Turkey Loy yang Plant - AGL, Australia
Hassyan Plant - NOMAC, UAE
Manufacturing highlights of FY 24-25 from Durgapur factory
1. Pressure Vessels & Petrochemical Equipment
L&T Pressure Vessels: Supply of SS304H
Shop Fabricated Hoppers, E&C and mandatory spares to L&T.
2. Steel & Metal Equipment
Oxygen Lance supplied to Tata Steel I JSW Mingo, USA Ladle
Cover, Center piece.
I Water cooled Ducts: Supply of Water Cooled ladle Cover, Water
Cooled Center Plate for Primetals Technologies.
I Supply of Moveable Elbow+Water cooled Duct+Non Cooled Duct ,
Piping ,support for
Primetals technologies.
Supply of De-watering wheel to Danieli Corus.
3. Cryogenic Equipment
Direct Contact Air Cooler (DCAC) supplied to Mundra Petrochem Limited
(MPL) Evaporator Cooling Tower (EVC) supplied to Mundra Petrochem Limited (MPL)
MILLS
Mills spare parts supplied for NTPC, PPGCL Bara and Neyveli for FY24-
25
Export:
Tanjung Mill Malaysia Classifier parts & Karabiga CENAL Turkey For
the first time successfully supplied 210 MW Beater Wheel Mill Door Components- NLC.
Various other Mills component and spare part- supplied for NTPC, PPGCL
Bara
FGD
Successfully supplied absorber shell plate to Adani Udupi and GSECL
AIR QUALITY CONTROL SYSTEMS
Key milestones achieved in project under execution during FY 2024-25
3X660 MW NTPC Sipat WFGD: All three units 720 Hours trial operation
completed including 72 hours at full load.
4X500 MW NTPC Simhadri WFGD: Completion of facilities milestone
achieved for Unit-4 and Unit-1.
5X210 MW NTPC Unchahar Stage-I, II, III WFGD: Trial operation completed
for both FGD Units, and facilities certificate issued for Unit 1,2.
3X500 MW APCPL Jhajjar WFGD: Completion of facilities milestone
achieved for Unit-2 and a 10-year O&M work order received from NTPC for Unit-1 and
Unit-2, contract kick-off done.
2X660 MW NTPC Solapur WFGD: Performance guarantee tests successfully
demonstrated.
2X660 MW NTPC Tanda WFGD: Trial operation completed, and completion of
facilities milestone achieved for Unit-6.
2X800 MW NTPC Telangana WFGD: Completion of facilities milestone
achieved for both units, Category-I PG tests conducted and successfully demonstrated for
Unit 2.
GSEPL Sikka WFGD: Site construction work underway.
Matarbari SWFGD and ESP: Unit-2 PG tests completed for SWFGD and ESP.
MB Power Anuppur WFGD (EP Project): Successfully completed hot
commissioning for both units.
Adani Udupi WFGD (EP Project): 100% Supplies completed for both the
units within schedule timelines.
SERVICES
Key milestones achieved in FY 24-25
Your Company continued investing in R&D/New Product Introduction
(NPI) fund throughout the year. These investments along with CAPEX in tools and
instruments is helping your Company grow its Services business creating differentiation
and value for the customers. In 2025, a study confirmed the feasibility of co-firing 50%
torrefied biomass with coal at NTPC Tanda, requiring only combustion and control loop
tuning. NTPC acknowledged the report with minor comments and invited GEPIL to participate
in a similar validation test at another plant.
2X210 MW ST upgrade under execution which will be helping in CO2
reduction of ~0.9 MMT/ Yr post R&M for Wanakbori and Vindhyachal.
Coromax is a Micro-Pulser based Power supply unit is implemented in
GEPIL-FLS Agreement-for ESP
RETROFITS It generates a total peak or pulse voltage of approximately
140 kV which is almost double the voltage of a conventional DC supply.
Successfully dispatched firing system-Burner Spare to
Hassyan Energy Phase 1 P.S.C, Dubai, UAE. Successfully dispatched
HP1103 Mill Dynamic Classifier Spares to M/S Malakoff Corporation Berhad (1X1000MW), TPP,
TANJUNG, MALAYSIA. GEPIL on-site journal machining tool was awarded GOLD
Award under breakthrough category (Kaizen theme) at 49th CII event. It
was later successfully deployed for an outage conducted at Renusagar Power Division.
Key Milestones Achieved-Domestic
Successfully completed DeNox and Economiser modification job of Harbin
Make Boiler, 600 MW for Vedanta Jharsuguda. Successfull completion of PG test conducted at
Dhariwal 2x300 MW, Haldia 2x300 MW, NTECL Vallur Unit 3 and NTPC Barauni, Unit 9 UPRVUNL
and Tata Maithon Unit 2. Successfully completed the replacement of J-strap, restored and
synchronized with grid post-L2 rotor repair activity for JITPL Derang BHEL make 600 MW
Unit 1. Celebrated two years of successful operation after Combustion Modification in U#8
at NTPC Barauni with Senior leadership. Customer is very satisfied performance of work
executed by our great team. Successfully executed major overhaul of 76 MW Unit 5 including
execution of additional jobs of on-site repair of GBC, FOAK On-site Journal polishing of
turbine rotor at Hindalco-RenuSagar.
Successful rewinding of a 250MW BHEL make stator for our customer
Jindal Power Limited. First of a kind major inspection on 660MW Gigatop Generator and
B-inspection of Turbine was successfully performed on Unit 1 for NTPC Solapur & NTPC
Tanda. Conducted a knowledge sharing program to Gujrat State Electricity Corporation Ltd.
at our training facility in Durgapur factory with topics related to safe operation, design
and engineering, manufacturing, decarbonisation technologies and boiler tube leakage
detection and its solution.
First of a kind De-NOx project was carried out on BHEL
600MW unit for Jindal Power Limited, Tamnar Thermal Power Plant,
Raigarh.
Successfully completed the outage and commissioning of the Maithon NOx
abatement system for Unit 2 for Maithon Power Ltd. This significant Project milestone
resulted in a remarkable 40% reduction in NOx emissions, from 600 mg/nm3 to 360 mg/nm3,
thereby enhancing the environmental performance of the thermal fleet.
Completed Pendent Reheater Coils replacement work, supply of waterwall
panel in U#1 and Reheater replacement in Unit 2 for MPPGCL-Birsinghpur (200 MW). Delivered
major overhaul of 1500 MVA Short-Circuit Generator of Unit 2 at CPRI Bhopal and on-site
repair/ rectification of rotor earth fault finding in 2500 MVA short-circuit Generator at
CPRI Bangalore.
CUPROPLEX Cleaning of Generator Stator winding was successfully
completed in Unit 6 for NTPC-Kahalgaon. Completed outage with refurbishment on Chinese
(OEM) ESP Unit 2 300 MW at WBPDCL Sagardighi. Supplied Stator Bars for 500MW Unit at
Rihand power plant after inspection and dispatch clearance from NTPC. Received operational
acceptance certificate for eight units across Anpara (2X500 MW), Harduaganj (2X250 MW),
and Parichha (2X250 MW and (2X210 MW). Completed the Turbine Protection System Upgrade for
Unit 1 for NTPC Rihand. Delivered a record 3800 MT of pressure parts with 30% less lead
time to VAL Jharsuguda, JPL Tamnar and MPPGCL Birsinghpur.
AUTOMATION AND CONTROL
Your Company's Automation & Control Solutions and Technology
in Noida is known to be one of the leading execution centers for project execution
globally in the vicinity of Automation and Industrial solutions. Your Company achieved
following Milestones in the FY 2024-25:
Completed ALSPA HMI upgrade for Chamera Hydro Power Plant, Chamba
Commissioned partial upgrade of AVR Panel for PPL
Zuari Agro, JSW (Ind Bharath), NFL Vijaipur and NEEPCO in India.
Commissioned OPC client communication for NHPC Dhauliganga.
Commissioned Sabarmati HMI Upgrade in Q1 2025. Supplied spares for DCS
System for various projects Sabarmati, Adani Mundra, Adani Godda, Telangana, Mouda.
Supplied 1 unit of AVR to JSW (Ind Bharath), Jharsuguda Odisha in Q1
2025.
Supplied 1 unit of Generator Health & Monitoring System to JPL
Tamnar, 250 MW plant, Chhattisgarh in Q1,2025. Supplied spares for Excitation System/AVR
for various projects e.g. Khatima, Adani Godda, Tanda, HZL, Tidong. Supplied AVR Panel for
2 Units of Lanco Reliance, Gujarat in Q3 2024.
Key Milestones achieved Export
Completed ALSPA HMI upgrade with Cyber Packages for Malmo Power Plant,
Hungary in Q3 2024 Implemented cyber packages for Manjung4 Services delivered for
Excitation System for Hulu (Malaysia), Tallawara (Australia) and DCS
System- Zubair (Iraq)
GAS POWER
The Gas Power business of your Company is actively involved in
supporting managing projects in South Asia region, and gas projects globally for
Engineering, Procurement and Construction services.
The Gas Power Noida Execution center of your Company is presently
engaged in supporting Project Management, Engineering, Procurement, Construction and
commissioning for GE Vernova's scope in some of key gas power projects in the South
Asia region which are Summit Meghanghat II, Unique
Meghnaghat in Bangladesh.
Further engineering team of Gas power is engaged in carrying out basic
and detailed engineering for global gas power projects for extended scope, Equipment only
and Aero projects for main machine accessories, balance of plant equipment and systems,
Heat Recovery Steam Generator. Some of the key projects where the team is involved are
Hsinta, Taichung projects part of Taiwan power corporation megadeal, Chung Chia in Taiwan;
Ostroleka in Poland. Projects in Saudi like Qassim 1&2, Ghazlan 1&2 Expansion are
some of the Equipment only projects.
Subansiri: Pivotal Achievements in Project Milestones
In the first quarter, your company successfully lowered the Unit 3
Stator, a 400MT piece of equipment, at the Subansiri Project site. This accomplishment
marks the third successful lowering at this hydro power plant, underscoring your
company's exceptional capabilities in handling complex and large-scale engineering
tasks.
In the third quarter, Your company safely and successfully lowered the
Unit 4 Stator, weighing 440 MT, and the Rotor for Unit 3, weighing 674 MT, at the project
site. These critical advancements highlight your company's dedication to pushing the
boundaries of engineering and ensuring the successful execution of key components within
the project.
Clover Project: Engineering Triumphs in
Hydropower Refurbishment Project
Your Company led the Clover project reached the final stage of its
engineering phase with the successful completion of the Factory Acceptance Test (FAT) and
Incremental Product Improvement (IPI) action on the control system platform, all conducted
in the presence of the customer. Additionally, completed the FAT of the Governing System
(TSLG) for the project. Over the course of 24 months, your company conducted approximately
76 inspections using a combination of online, in-person, and third-party inspection
methods, showcasing rigorous approach to quality assurance by achieving over 95%
First Pass Yield.
Lower Solu Project: Advancing Power
Infrastructure with Successful High Voltage
Testing
Your Company made a pivotal achievement in the Lower Solu Power Plant
project in Nepal, marking a significant advancement in power evacuation readiness. The
High Voltage test of the 132 KV Gas Insulated Switchgear (GIS) has been successfully
completed at the 2X41 MW Lower Solu Power plant. This accomplishment represents a critical
step in the project's development, ensuring the reliability and efficiency of the power
transmission infrastructure.
Angat: Timely Achievements in Hydropower
Advancements
Your Company completed the Angat Auxiliary Unit 2 ahead of schedule,
successfully synchronizing it with the Philippines Grid. This achievement not only
highlights your company's capability to meet stringent timelines but also reinforces
it's dedication to enhancing grid reliability.
Continuing our progress, the fourth quarter marked the receipt of two
new Provisional Acceptance Certificates (PACs) in January 2025 for Auxiliary Unit 2 (AU2)
and Main Unit 4 (MU4). These units represent key components of the project, showcasing
your company's ongoing commitment to advancing the Angat project's objectives and
supporting sustainable energy infrastructure in the region.
Super Trishuli: Empowering Nepal's Energy Transition with 100 MW
Hydropower Deal
Your Company has been selected by Blue Energy Limited (BEL) to deliver
a transformative 100 MW project in a nation that depends significantly on hydroelectric
power. This agreement entails the supply of three advanced Bulb Machines, comprising two
units of 33.33 MW and one unit of 33.34 MW, for the Super Trishuli Hydropower project.
This milestone signifies your company's commitment to supporting
sustainable energy initiatives and advancing hydroelectric infrastructure in Nepal,
further cementing our role in fostering energy independence and resilience in the region.
Kundah: Engineering Excellence in Spiral Case and Stay Ring Milestones
Your company has achieved the successful assembly and hydro testing of
the Spiral Case and Stay Ring for Unit #4. This accomplishment reflects your
company's effective partnership with new suppliers, ensuring adherence to rigorous
standards and quality assurance.
Highbank: Project Achievements
Your Company achieved the Long Stop Delivery Date, a crucial milestone
made possible by the readiness of the Stator and Rotor and the on-time delivery of all
required materials. Your company successfully dismantled the old machinery, paving the way
for the installation of new turbine, generator, and Balance of Plant (BOP) equipment
supplied by GE Vernova. This critical phase sets the stage for advancing the project's
objectives and enhancing its operational capabilities.
Koyna: Successful Upgrade of Governing System Enhances Hydroelectric
Capability
Your Company has successfully upgraded the governing system for the
4x70 MW Koyna Stage I project, by completing the supply, erection, and commissioning of
the governing system. This achievement highlights our technical expertise and dedication
to delivering high-quality engineering solutions.
Tehri: Pioneering Milestones in India's Pumped Storage Hydroelectric
Advancement
Your Company has successfully completed the mechanical wet spinning of
the first variable speed Pumped Storage Power (PSP) machine in India on 3rd August 2024.
Progress continued in the third quarter with the successful positioning of the last Rotor,
culminating in the safe installation of all four units' Rotors. This achievement was a
result of meticulous planning and collaboration by your company.
Furthering the success, the Tehri Pumped Storage hydropower plant
produced its first kilowatt-hour of electricity in the fourth quarter of 2024, marking a
pivotal moment in the project's operational journey.
Alaknanda Project: Leading Modbus Integration and Strengthening
Customer Partnerships
Your Company recently achieved a milestone by successfully completing
the Factory Acceptance Test (FAT) for the TSLG Electronic Governing panels, in
collaboration with the customer (Alaknanda Hydro Power Company - AHPCL) for Alaknanda
Project.
Khatima: Successful Early Delivery of Kaplan Runner for Khatima Power
Station
Your Company received an order to supply one Kaplan Runner Assembly,
with a delivery deadline set for May 2025.
Remarkably, due to the dedicated efforts of the Service Team, the
runner was delivered in December 2024, resulting in a significant achievement, delighting
the customer with early delivery and contributing to the fulfilment of regional and
service targets for FY 2024.
Coleridge: Successful FAT for G1 distributor:
Your Company recently celebrated the successful completion of the
Factory Acceptance Test (FAT) for the G1 Distributor, conducted at the GE Vernova Tianjin
Factory in Asia on March 3-4, 2025.
Teesta VI, lowering of Stay Ring:
Your Company marked a significant achievement for the Teesta VI
Hydroelectric Project with the safe and successful lowering of Stay Ring Unit IV, a feat
that comes after a prolonged pause due to severe flooding at the site.
WAY FORWARD
Anticipating a significant rise in global energy consumption, coupled
with India's sustained reliance on coal, GE Power India is strategically poised to
leverage its expertise in the evolving energy sector. Our core focus encompasses expanding
service solutions for efficiency enhancements, deploying emission control technologies
(including brownfield FGD equipment), and modernizing existing power infrastructure. Key
business priorities include our core services and upgrades, utilizing our Durgapur
facility for targeted international parts exports, and providing specialized equipment for
pressure vessel and cryogenic applications. Through continuous investment in cutting-edge
innovation, enhanced service capabilities, and support for grid modernization, GE Power
India aims to be a pivotal partner in both the global transition towards cleaner energy
and meeting India's escalating demand for dependable and sustainable power generation. Our
strategic approach recognizes the near-term importance of coal in India while remaining
aligned with the long-term objective of emissions reduction.
ENVIRONMENT, HEALTH AND SAFETY _EHS_
For your Company, safety, health and well-being of employees,
contractors and customers are of prime importance. Your Company is governed by its EHS
directives and instructions to protect itself and its stakeholders. EHS process is managed
in accordance with the highest standards, which are evaluated from time to time. The EHS
Management system of the Company is robust & certified for ISO 14001 & ISO 45001.
Your Company follows Zero Tolerance to LSR Deviation Policy' and I Own
Safety' empowerment. In addition to this, every stakeholder follows the Life Saving
Rules which emphasises on STARTING the work SAFE and facilitates the identification of
triggering circumstances and reinforces the deployment of STOP WORK protocols whenever
necessary. On witnessing safe behaviour they appreciate it, however if there is any
at-risk behaviour they address them through Just & Fair approach system which involves
coaching, issuing warnings, implementing suspensions or considering terminations. Your
company also empowers contractor supervisor's to be involved in the Just & Fair /
Behaviour Based Safety approach. Concurrently, in the event of any EHS incidents (Near
miss, Level D, Level C, Level B, Level A), your company conducts comprehensive
investigation and subsequently roll out corresponding actions across all locations to
mitigate the risk of recurrence. All locations have well-equipped healthcare facilities
and arrangement for emergencies. Employees at all levels are given trainings so that they
have an understanding of EHS requirements and build a culture of safety and well-being.
DIRECTORS
In compliance with Sections 152, 196, 197 and 203 of the Companies Act,
2013 (Act') read with Schedule V and other applicable provisions of the Act and
the Articles of Association of the Company, the Board in its meeting held on 03 June 2024,
on the recommendation of Nomination and Remuneration Committee, appointed Mr. Aashish Ghai
(DIN: 07276636) as an Additional Director w.e.f. 22 July 2024 to hold office up to the
date of the 32nd Annual General Meeting. The Board also appointed Mr. Ghai as Whole-time
Director with effect from 22 July 2024, for a period of three (3) years with effect from
22 July 2024 to 21 July 2027, liable to retire by rotation, subject to approval of members
of the Company. Further, he was also appointed as Chief Financial Officer of the Company
w.e.f. 24 July 2024.
His appointment was subsequently approved by the members of the Company
in its 32nd Annual General meeting (AGM) held on 23 July 2024.
In compliance with Sections 149 of the Act read with applicable
Schedules and other applicable provisions of the Act and the Articles of Association of
the Company and Listing Regulations and basis the recommendation of Nomination and
Remuneration Committee, the Board of Directors in its meeting held on 22 May 2024
appointed Mr. Ashok Kumar Barat (DIN 00492930) as Additional Independent Director for a
first term of five (5) consecutive years with effect from 01 June 2024 to 31 May 2029, not
liable to retire by rotation, subject to the approval of members. He was eligible to hold
office as Additional Director till 32nd AGM.
In compliance with Sections 149 of the Act read with applicable
Schedules and other applicable provisions of the Act and the Articles of Association of
the Company and Listing Regulations and basis the recommendation of Nomination and
Remuneration Committee, the Board of Directors in its meeting held on 22 May 2024
appointed Mr. Ravinder Singh Dhillon (DIN 00278074) as Additional Independent Director for
a first term of five (5) consecutive years with effect from 01 June 2024 to 31 May 2029,
not liable to retire by rotation, subject to the approval of members. He was eligible to
hold office as Additional Director till 32nd AGM.
The Board in its meeting held on 22 May 2024 recommended to the members
of the Company, the appointment of Mr. Ashok Kumar Barat (DIN 00492930) and Mr. Ravinder
Singh Dhillon (DIN 00278074) as Independent Directors for first term of five (5)
consecutive years with effect from 01 June 2024 to 31 May 2029, not liable to retire by
rotation. Their appointments were subsequently approved by the members of the Company in
its 32nd AGM held on 23 July 2024.
However, Mr. Dhillon resigned from the position of Independent Director
effective 17 February 2025 due to his appointment and thereafter taking oath as Member
(Finance), Central Electricity Regulation Commission on 17 February 2025. It was confirmed
that there was no other reason than the one stated above.
On the recommendation of Nomination and Remuneration Committee, the
Board in its meeting held on 21 August 2024 appointed Mr. Puneet Bhatla (DIN: 09536236) as
an Additional Director w.e.f. 01 September 2024 to hold office up to the date of the next
Annual General Meeting. The Board also appointed
Mr. Puneet Bhatla as Managing Director for a period of thirty- four
(34) months with effect from 01 September 2024 to 30 June 2027, not liable to retire by
rotation, subject to approval of members of the Company. The members approved his
appointment as Director and Managing Director not liable to retire by rotation, through
postal ballot on 27 November 2024.
In compliance with Sections 149 of the Act read with applicable
Schedules and other applicable provisions of the Act and the Articles of Association of
the Company and Listing Regulations and basis the recommendation of Nomination and
Remuneration Committee, the Board of Directors in its meeting held on 13 May 2025
appointed Mr. Neeraj Kumar Nanda (DIN 07634636) as Additional Independent Director for a
first term of five (5) consecutive years with effect from 16 May 2025 to 15 May 2030, not
liable to retire by rotation, subject to the approval of members. He is eligible to hold
office as Additional Director till date of ensuing AGM.
The Board in its meeting held on 13 May 2025 recommended to the members
of the Company, the appointment of Mr. Neeraj Kumar Nanda(DIN 07634636) as Independent
Director for first term of five (5) consecutive years with effect from 16 May 2025 to 15
May 2030, not liable to retire by rotation.
All the Independent Directors/Additional Independent Directors/
Additional Independent Directors have declared that they meet the criteria of independence
as laid down under the Act/Listing Regulations/any other applicable law along with a
declaration of compliance of Rule 6 of Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended from time to time. The Independent Directors have
complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The
Independent Directors are not liable to retire by rotation. Dr. Uddesh Kumar Kohli and Mr.
Arun Kannan Thiagarajan completed their tenure for the term of two consecutive five years
as Independent Directors of the Company with effect from the closing hours of 24 July
2024.
On 03 June 2024, Mr. Yogesh Gupta (01393032) tendered his resignation
as Whole-time Director & CFO of the Company w.e.f. close of business hours of 23 July
2024 to undertake other role in GE Vernova.
Mr. Prashant Jain (DIN 06828019) resigned from the position of Managing
Director with effect from close of business hours of 31 August 2024 to pursue new
opportunities.
Mr. Mahesh Shrikrishna Palashikar, Chairman & Non- Executive
Director (DIN 02275903) is liable to retire by rotation in the ensuing AGM and is eligible
for reappointment. However, the Board in its meeting held on 29 May 2025 took note of his
notice of retirement by rotation under Section 152 and other relevant provisions of the
Act, dated 29 May 2025 wherein he requested to be relieved and retire from the positions
and duties of the Chair of the Board of Directors and Non-Executive Director of the
Company to be able to attend and honor his other professional business commitments.
Accordingly, the Board approved to relieve him from the position and duties of the Chair
of the Board of Directors and Non-Executive Director of the Company with effect from the
conclusion of the 33rd Annual General Meeting of the Company.
Pursuant to the recommendation of Nomination and Remuneration Committee
and provisions of Sections 150, 152 153, 161 and all other applicable provisions of the
Act and rules made thereunder,
Listing Regulations and the Articles of Association of the Company the
Board appointed Mr. Craig Martin Richards (DIN 11141735) as an Additional Director of the
company with effect from 14 August 2025, who shall hold office up to the date of ensuing
Annual General Meeting of the Company, liable to retire by rotation, subject to
procurement of DIN and such other approvals as may be required. Further, pursuant to the
provisions of Article 174 of the Article of Association of the Company, the Board
appointed Mr. Richards as Non-Executive Non Independent Chairman of the Board of Directors
of the Company w.e.f. 15 August 2025.
The Board in its meeting held on 29 May 2025 recommended to the members
of the Company, the appointment of Mr. Craig Martin Richards as Non-Executive Director
with effect from 14 August 2025.
The remuneration paid/to be paid to the Executive and Non-Executive
Independent directors is detailed out in Clause IV- Remuneration of Directors in the
Corporate governance report forming part of this report. Further, the Company has in place
the Code of Conduct for Directors and senior management personnel. The Company is in
receipt of disclosures from Directors and senior management personnel with respect to
adherence of the aforesaid code during FY 2024-25.
The particulars in respect of directors seeking appointment as required
under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India forms part of the Corporate
Governance Report and Statement pursuant to Section 102 of the Act forming part of the AGM
Notice. Pursuant to the provisions of Sections 152, 160 and any other applicable
provisions of the Act and the Listing Regulations, inter-alia basis their expertise in
specific functional areas, background, and as per the recommendation of the Nomination and
Remuneration Committee, the Board recommends appointments of Mr. Neeraj Kumar Nanda and
Mr. Craig Martin Richards. The Board places on record its sincere appreciation and
gratitude to the outgoing Directors for their invaluable contributions and extends a warm
welcome to the incoming Directors as they join us on this journey.
REGISTERED OFFICE
The Registered Office of the Company is situated at Regus Magnum
Business Centers, 11th floor, Platina, Block G, Plot C-59, BKC, Bandra (E), Mumbai,
Maharashtra 400051. There was no change in the address of Registered office during the FY
2024-25.
MEETINGS OF BOARD AND ITS COMMITTEES
The Board meets at regular intervals to discuss on Company/
business's policy, strategy and financial results apart from other Board business.
The Board/Committee Meetings are pre-scheduled and a tentative quarterly/half yearly
calendar of the Board and Committee Meetings is discussed and finalized by the Directors
in advance to facilitate them to plan their schedule and to ensure meaningful
participation in the meetings. The maximum interval between any two Board Meetings did not
exceed one hundred and twenty (120) days.
In order to further strengthen the Corporate Governance practices in
the Company and to maintain the corporate culture of conscience and consciousness towards
shareholders and other stakeholders, the Company has non-mandatory committees in place
which focus on strategy, innovation, sustainability, inclusion etc. to help concentration
on key areas thereby enhancing the Board processes.
Your Company comprises of four mandatory committees which includes
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee and Risk Management committee. Apart from the mandatory committee your Company
has three non-mandatory committees which includes Sustainability Committee, Inclusion
& Diversity Committee and Strategy & Innovation Committee. In terms of section 135
of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended from time to time, the Company was no longer required to
constitute/continue to maintain a CSR Committee. Accordingly, the CSR Committee of the
Company was dissolved with effect from 07 November 2024 with consent of Board.
The details of composition/change in composition, meetings, and
attendance etc. at the meetings of Board and its committees held during the FY 2024-25 and
its terms of reference are provided in Corporate Governance Report which forms part of
this Report.
The Secretarial Standard on Meetings of the Board of Directors (SS-1)
and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India have been duly complied.
Non-mandatory Committees of the Company are managed in compliance with
Secretarial Standards -1 on meetings of the Board of Directors issued by the Institute of
Company Secretaries of India to the extent possible.
RECOMMENDATIONS OF AUDIT COMMITTEE
Your Company has an Audit Committee of the Board of Directors in place.
The terms of reference of the Audit Committee are in line with Section 177 of the Act and
the Listing Regulations, as amended. There were no recommendations made by the Audit
Committee which were not accepted by the Board. There were no frauds reported by Auditors
of your Company under sub-section 12 of section 143 of the Act for the FY 2024-25.
NOMINATION AND REMUNERATION POLICY
Your Company has in place a Nomination and Remuneration Policy to
ensure that the Board and top Management is appropriately constituted to meet its
fiduciary obligation to stakeholders, to identify and determine the integrity,
qualification, expertise and experience of persons who are qualified to become Directors
or who may be appointed in senior management and/or as Key Managerial Personnel of the
Company. This policy inter-alia lays down the guidelines relating to appointment and
remuneration for Executive Directors, Non-Executive Directors/Independent Directors, Key
Managerial Personnel and Senior Management, skill mapping of director before appointment,
alignment with current HR policies of the Company, criteria for paying
remuneration/commission to Non-Executive Directors etc. The Nomination and Remuneration
policy was last reviewed and amended on 13 May 2025 to amend and include criteria for
determining the commission payable to all the Non-Executive Directors and/or Independent
Directors. The Nomination and Remuneration policy can be accessed at
www.gevernova.com/regions/asia/in/ge-power-india-limited.
BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, the
Non-Executive, Non-Independent Director and the Executive Directors of the Company were
evaluated by the Independent Directors of the Company in a separate meeting of Independent
Directors. The formal annual evaluation of the Independent Directors, Board as a whole,
Chairman, Committees namely Audit Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, Risk Management Committee, Nomination and
Remuneration Committee, Strategy & Innovation Committee, Inclusion & Diversity
Committee and Sustainability Committee and all the individual Directors were undertaken in
the Board meeting. More details on the same including the evaluation mechanism are
provided in the Corporate Governance Report which forms part of this Annual Report.
AUDITORS AND AUDIT REPORT
Statutory Auditors
The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells
(Firm Registration No. 015125N) were appointed at the 29th Annual General Meeting of the
Company to hold office for a term of five (5) consecutive years until the conclusion of
the 34th Annual General Meeting of the Company at a remuneration as may be decided by the
Board of Directors of the Company.
Brief profile of Deloitte Haskins & Sells inter-alia highlighting
their competence and experience is given in the Notice of AGM.
Cost Auditors
Pursuant to Section 148 of the Act, your Directors, on the
recommendation of the Audit Committee, appointed M/s Yogesh Gupta & Associates, Cost
Accountants as Cost Auditors of your Company for the FY 2025-26 to carry out the cost
audit for the applicable business at a remuneration of H 3,00,000/- (Rupees Three
Lakh only) plus applicable taxes and reimbursement of out of pocket expenses. A
Certificate from M/s Yogesh Gupta & Associates, Cost Accountants has been received
confirming that their appointment as Cost Auditors of the Company, would be in accordance
with the limits specified under Section 141 of the Act.
Brief profile of M/s Yogesh Gupta & Associates, Cost Accountants
inter-alia highlighting their competence and experience is given in the Notice of AGM.
As required under the Act, the remuneration payable to the Cost Auditor
is required to be placed before the members of the Company in the general meeting for
ratification. Accordingly, the Board of Directors of the Company recommends to members the
ratification of the remuneration payable to M/s Yogesh Gupta & Associates, Cost
Accountants for the FY 2025-26 at the ensuing Annual General Meeting.
The Cost records as specified by the Central Government in compliance
with sub-section (1) of section 148 of the Companies Act, 2013 are being duly maintained
by the Company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act your Directors
appointed M/s Hemant Singh & Associates, Company Secretaries to undertake the
Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report in Form
MR-3 for FY 2024-25 is annexed as Annexure B' to this Report.
Further in compliance with Regulation 24A of Listing Regulations,
Annual Secretarial Compliance Report for the year ended 31 March 2025, issued by M/s
Hemant Singh & Associates, Company Secretaries is annexed as Annexure C' to
this Report. The same was filed with stock exchanges (BSE & NSE) on 30 May 2025.
Brief profile of M/s Hemant Singh & Associates, Company
Secretaries inter-alia highlighting their competence and experience is
given in the Notice of AGM.
There are no qualifications, reservations, observations or adverse
remarks made by the Auditors in their report for FY 2024-25.
Further, the Board in its meeting held on 29 May 2025, basis the
recommendation of Audit Committee, appointed M/s. Vineet Kumar Chaudhary & Associates,
practicing Company Secretaries (UIN P2018DE07700) as the Secretarial Auditors of the
Company for a term of five (5) consecutive years commencing from FY 2025-26 to FY 2029-30,
subject to approval of members at the ensuing AGM of the Company. The details related to
the aforementioned appointment is given in the Notice of AGM.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
I. in the preparation of the annual financial statements for the year
ended 31 March 2025, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
II. such accounting policies have been selected and applied
consistently and made such judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at the end of the
financial year 31 March 2025 and of the profit of the Company for that period;
III. proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. the annual financial statements have been prepared on a going
concern basis;
V. financial control been laid down and followed by the
Company and that such internal financial controls are adequate and are
operating effectively; and
VI. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
SUBSIDIARIES _ JOINT VENTURES
GE Power Boilers Services Limited (GEPBSL') is a wholly
owned subsidiary of the Company. It is a non-material non-listed Indian subsidiary. It was
initially engaged in the services related to boilers. However, GEPBSL received a service
order for a total order value of H16 Lakhs which was booked in FY 2024-25. The service
order shall be delivered after 31 March 2025 and accordingly, revenue generated from the
same shall form part of FY 2025-26. During FY 2024-25, GEPBSL did not have any business
operations. GEPBSL had other income of H Nil (Previous Year : H Nil) along with
Loss after tax ofH 0.01 million (Previous Year : Loss after tax ofH 0.01 million). As at
31 March 2025, GEPBSL's accumulated losses of H 3.9 million have eroded its paid-up
equity capital of H 3.4 million.
In compliance with the first proviso to sub-section 3 of section 129 of
the Act a statement containing salient features of the financial statement of
Company's subsidiary for FY 2024-25 in the prescribed format Form AOC-1 is as under
:-
Part A: Subsidiaries
( in million)
Name of the subsidiary |
The date since when subsidiary was acquired |
Share capital |
Reserves and surplus |
Total assets |
Total liabilities |
Invest - ments |
Turnover |
Profit/ (loss) before taxation |
Provision for taxation |
Profit/ (loss) after taxation |
Proposed Dividend |
Extent of shareholding (in %) |
GE Power Boilers Services
Limited |
31-10-2002 |
3.40 |
(3.88) |
0.02 |
0.49 |
- |
- |
-0.01 |
- |
-0.01 |
- |
100 |
Reporting period for the subsidiary is same as holding Company's
reporting period i.e. from 1 April to 31 March. The above-mentioned subsidiary is not a
foreign subsidiary and its reporting currency is Indian Rupee (H)
Part B: Associates and Joint Ventures
The Company holds 3,000,000 equity shares of H 10 each in NTPC GE Power
Services Private Limited (NGSL). The Company is having 50% voting rights and right to net
assets in NGSL thereby giving joint control over NGSL. Investment in Joint venture is
accounted for using the equity method of accounting, after initially being recognized at
cost. During the FY 2024-25, NGSL had a total profit after tax of H 223.78 million out of
which H 111.9 million has been recognised part of your company's financials.
Key updates during FY 2024-25:-
1. Achieved Revenue H 7,225 million and Profit Before Tax H 301.8
million, all time high in NGSL's history
2. Order Book H 23,032 million and Order inflow H 15,344 million
3. Credit rating from ICRA released, Long Term A+ and Short Term A1
4. Received new orders for comprehensive O&M from Vedanta Limited
and for R&M from NTPC Limited and Gujarat State Electricity Corporation Limited.
Statement pursuant to Section 129(3) of the Companies Act, 2013 related
to Associate Companies and Joint Ventures basis the management certified accounts
(Rs. in million)
Name of Association or Joint |
Latest audited Balance sheet
Date |
Shares of
Associate or Joint Ventures held by the company on the year end |
Description of how there is
significant influence |
Reason why the associate/
Joint venture ls not consolidated |
Net worth* attributable to
shareholding |
Profit or Loss
for the year* |
Venture |
|
No. |
Amount of Investment in
Associates or Joint Venture |
Extent of Holding (in
percentage) |
|
|
|
Considered in Consolidation |
Not Considered in
Consolidation |
NTPC GE Power Services
Private Limited |
31.03.2024 |
3,000,000 equity shares |
72 |
50 |
Company has joint control |
Not Applicable |
299.2 |
111.9 |
111.9 |
* The management certified accounts have been considered for
consolidation
PROMOTER SHAREHOLDING AND WEBSITE
The name of the immediate holding company is GE Steam Power
International BV. It holds 46,102,083 equity shares constituting 68.58% of the paid-up
capital of the Company. There is no change in the said holding till the date of this
report. With effect from 02 April 2024 the ultimate holding company of GE Power India
Limited has changed from General Electric Company to GE Vernova Inc. The same was
intimated to stock exchanges on 03 April 2024.
On 25 July 2024, the Board of Directors of the Company received and
noted a communication dated 25 July 2024 from its immediate holding Company, GE Steam
Power International B.V. (Promoter of the Company) with subject line Ending Plan to
Exit from GE Power India Limited and de-promoterise, whereby GE Steam Power
International B.V. had communicated to the Company that it has decided to end its plan to
exit from GE Power India Limited (GEPIL) and de-promoterise. GE Steam Power International
B.V. confirmed to continue to be the Promoter of the Company. The same intimated to the
stock exchanges on 25 July 2024.
The website URL of the Company changed from www.
gevernova.com/regions/in/ge-power-india-limited to www.
gevernova.com/regions/asia/in/ge-power-india-limited
Key highlights of the transactions undertaken during the financial year
2024-25: -
Based on the recommendations of the Audit Committee, the Board of
Directors of the Company, at its meeting held on 10 July 2024, approved the sale and
transfer of the following undertakings of the Company, on a going concern basis, by way of
a slump sale:
(i) hydro business undertaking of the Company comprising the business
of developing, designing, engineering, marketing, manufacturing, selling, supplying,
transporting, assembling, installing and servicing hydro turbines, generators and
associated auxiliaries (including balance of plant) and systems for hydroelectric power
stations (including pumped storage plants) (Hydro Business) to GE Power
Electronics (India) Private Limited, a related party (now known as GE
Vernova Hydro Power India Private Limited). Accordingly, Business
Transfer Agreement for Hydro Business was executed between the Company and GE Power
Electronics (India) Private Limited on 15 July 2024; and
(ii) gas power business undertaking of the Company comprising all
activities in relation to gas power plants, as being undertaken by the Company which
consist of: (a) providing project management, application and detailed engineering
services for regional and global projects; and (b) providing maintenance services to the
existing fleet of gas power plants (Gas Power Business) to GE
Renewable Energy Technologies Private Limited, a related party.
Accordingly, Business Transfer Agreement for Gas Power Business was executed between the
Company and GE Renewable Energy Technologies Private Limited on 15 July 2024.
The members approved the aforesaid transactions on 14 August 2024.
Thereafter, the sale and transfer of said Gas Power Business and Hydro
Business was completed as on 30 September 2024 and 31 March 2025 respectively in
accordance with the terms of the business transfer agreement entered into with the
respective Purchasers dated 15 July 2024, as amended, in this regard.
The relevant disclosures in this regard are available on the website of
the Company as well as on the stock exchanges.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with provisions of Section 129 of the Act and Listing
Regulations, as amended, your Company has prepared
Consolidated Financial Statements in accordance with the requirements
of Ind-AS Rules. The Audited Consolidated Financial Statements along with the
Auditors' Report thereon forms part of this Annual Report.
Further, as per the fourth proviso of Section 136(1) of the Act,
Audited Financial Statements of the subsidiary Company have been displayed on the website
of the Company viz. https://www.gevernova.com/regions/asia/in/ge-power-india-limited
Members interested in obtaining a copy of audited financial statements of the subsidiary
Company may write to the Company Secretary of the Company.
VIGIL MECHANISM
Your Company is dedicated to upholding the highest standards of
corporate governance, guided by the principles of transparency, accountability, fairness,
and integrity, with the goal of creating long-term, sustainable value for its
stakeholders. To support this commitment, the Company has established a Vigil Mechanism
(Ombuds and Open Reporting Procedure) that provides all stakeholders with a channel to
report actual or potential concerns related to integrity breaches or legal violations. The
Company provides adequate safeguard to the Concern Raiser. If a concern Raiser faces any
retaliation as a result of reporting a concern or supporting an investigation,or in
inappropriate or exceptional circumstances the aforesaid Procedure provides adequate
provision to report the incident to the Chairman of the Audit Committee. In addition, your
Company has adopted an internal Code of Conduct namely The Spirit & The
Letter'(S&L') which is followed by anyone who works for or represents
GE Vernova, which includes your Company.
Employees have the power to influence GE Vernova's reputation worldwide
by how they embrace the spirit of integrity. The Spirit & The Letter and the said
policy helps ensure that the work employees do continues our long-standing tradition of
working with unyielding integrity. It helps us create an atmosphere where people want to
work without any fear.
During the year, 23 stakeholders' complaints were received and all
of them have been resolved to the satisfaction of the complainants. Out of the total
resolved complaints ~ 40% of the complaints were confirmed.
The aforesaid policies are available on the Company's website viz.
https://www.gevernova.com/regions/asia/in/ge-power-india-limited
FIXED DEPOSIT
The Company has not accepted any deposits and as such no amount of
principal or interest was outstanding as at the end of FY 2024-25.
CREDIT RATING
Summary of the latest and highest credit rating obtained by the Company
during FY 2024-25 is provided below: -
Rating |
Latest and highest rating of FY 2024-25 |
Name of the credit rating agency |
ICRA Limited for long term and short term
borrowings from Banks |
Date on which the credit rating was obtained |
24 December 2024 |
Long Term rating |
Long term is BBB (Negative) |
Short- Term rating |
A3+ |
Reasons provided by the rating
agency for a downward revision |
Reaffirmed the above rating on
24 December 2024. |
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis is presented in a separate
section, which forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report is presented in a separate section,
which forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year, your Company granted new Inter-Corporate Deposits
(ICDs) under cashpool transaction with LM Wind Power Blades (India) Private Limited
(LM Wind') to the tune of H 250 million (maximum amount lent excluding interest
earned). There were no ICDs subsisting as on the date of this report. Particulars of
investments made by your Company during FY 2024-25 have been provided in Note no. 7 of the
Notes to Standalone Financial Statements which forms part of this
Annual Report. The rate of interest for aforesaid ICDs was in the range
of 6.54% p.a. to 6.68 % p.a. All the ICDs were granted in compliance with Section 186 of
the Act. The aforesaid ICDs were granted for business purposes only.Your Company has not
given any Guarantee during FY 2024-25.
On 29 March 2025, the members of the Company vide Postal Ballot granted
approval for enhancement of overall limits for inter-corporate
Loans/guarantees/security/investment upto a maximum of H4,500 million only (Indian Rupees
Four Thousand and Five Hundred million only) at any given point of time, subject to
specific approval of a transaction by the Board, notwithstanding the aggregate of loans
and investments so far made and/or guarantees or security so far provided by the Company
to any person or body corporate, over and above the limits prescribed under Section 186 of
the Act i.e. 60% of the paid-up share capital, free reserves and securities premium
account of the Company or 100% of free reserves and securities premium account of the
Company, whichever is more.
RELATED PARTY TRANSACTIONS
Your Company has in place a Related Party Transactions Policy. During
FY 2024-25, shareholders' approval for Material related party transaction and
material modification thereof was obtained at the 32st Annual General Meeting of the
Company and vide postal ballot approved by the members on 14 August 2024 and 29 March
2025. 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 the related party transactions entered during the year were
at arm's length and in ordinary course of business except the ones for which separate
approval was taken under the provisions of Section 188 of the Act, from the Audit
Committee and the Board.
However, the Company entered into transactions which may be considered
material in terms of Section 188 of the Act and thus disclosure in Form AOC-2 is annexed
as Annexure IA. The disclosures pertaining to transactions with Related Parties in
compliance with applicable accounting standards have been provided in Note no. 36(b) of
the Notes to Standalone Financial Statements.
Members' approval for the Material Related Party Transactions (MRPTs)
proposed to be undertaken in FY 2025 26 was obtained through postal ballot on 04 May 2025.
Further, certain MRPTs that are scheduled to expire at the 33rd Annual General Meeting
(AGM) have been recommended for renewal by the
Audit Committee and accordingly forms part of the Notice of the ensuing
AGM for members' approval.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act is
annexed as Annexure D' to this Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Board of Directors of your Company has laid down a Risk Management
Policy for the Company. Further the Company has Risk Management Committee (RMC) in place.
The Committee assists the Board in fulfilling its risk management oversight
responsibilities with regard to identification, evaluation and mitigation of critical
risks strategic as well as operational. The Company has an enterprise risk management
(ERM) framework in place. This helps in identifying elements of risks inherent to the
business linked to various activities such as tendering, contract execution, operational
and financial management, environment, health and safety, reputation and image, currency
fluctuation, compliance etc. These risks are assessed with respect to factors external as
well as internal to your Company that can impact its business operations and growth
aspirations. There is a structured process to identify enterprise level critical risks and
to develop their respective mitigation action plans. Status of these risks and mitigation
action plans are periodically reviewed by the RMC.
The framework of Internal Financials Controls (IFC) and the system of
Internal Audit complements the Policy by scientifically identifying, scoping and mapping
risks to significant businesses, profit centers and functional areas. Risk matrices that
map controls against risks in each area, are evaluated periodically. There exists an
objective rating criterion for observations and time bound mitigations that are monitored.
Every unit and function is required to deploy the control measures and ensure timely
reporting. In the opinion of the Board, none of the above-mentioned risks threaten the
existence of your Company.
REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the associated rules, the Company
has implemented a comprehensive policy to address sexual harassment in the workplace. The
Company has duly constituted an Internal
Complaints Committee as mandated under the Act. During the financial
year 2024 25, the Company organized remote awareness programs across its various locations
to educate employees on this subject. No incidents of sexual harassment were reported
during the year.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Board of Directors of your Company is satisfied with the internal
financial control process with reference to the financial statements. Internal control
environment of the Company is reliable with well documented framework to mitigate risks. A
detailed analysis is provided in the Management Discussion and Analysis.
ANNUAL RETURN
In accordance with the Act, the annual return in the prescribed format
is available at www.gevernova.com/regions/asia/in/
ge-power-india-limited/reports-financials
PARTICULARS OF EMPLOYEES
In compliance with the provisions of Section 197 of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the particulars of the employees are set out in Annexure E. However, as per the
provisions of Section 136 of the Act, the Annual Report is being sent to all the members
of the Company excluding the information to be provided under Rule 5 (2) & (3) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said
information is available for inspection by the members at the registered office of the
Company up to the date of the ensuing Annual General Meeting. Any member interested in
obtaining such particulars may write to the Company Secretary at in.investor-relations@
gevernova.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed against your
Company by the regulators or courts or tribunals during FY 2024-25 impacting the going
concern status and your Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS, IF ANY OR ANY OTHER MATERIAL EVENT
HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY.
There were no material changes and commitments affecting the financial
position of the Company which have occurred between the end of FY 2024-25 and on the date
of the report.
GENERAL DISCLOSURES
I. During the FY 2024-25, no case against the Company under the
Insolvency and Bankruptcy Code, 2016 ('Code') was initiated and is subsisting as on 31
March 2025.
II. There was no instance of onetime settlement with any Bank or
Financial Institution.
III. There has been no change in the nature of business of the Company.
IV. During the year the Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.
CORPORATE SOCIAL RESPONSIBILITY _CSR_
Corporate Social Responsibility and inclusiveness are part of the
Company's sustainability strategy. Inclusion, efficient resources management and engaging
our internal and external stakeholders in the process of sustainability are part of the
overall agenda. Through employee volunteering, sustainability goals and CSR efforts, the
Company has endeavoured to prioritise commitment towards sustainable and inclusive
development.
During FY 2024-25, the Company did not have the statutory CSR budget
under the Act. However, apart from continuing and completing the Ongoing Project, the
Company voluntarily spent H 5,50,000 towards Education program in GE Model Tribal villages
promoting education and rural development during FY 2024-25.
INITIATIVE UNDERTAKEN BY YOUR COMPANY IN FY 2024_25
Basic Education for poor children in the tribal villages of Durgapur
Your Company in partnership with Swami Vivekananda Vani Prachar Samity
(SVVPS) provides basic education in tribal villages of Durgapur, Paschim Bardhaman, West
Bengal (Moldanga, Fuljhor & Kathaldanga) benefitting the education of 139 Children.
This project included running of 3 education centres at Modaldanga, Bon Fuljhor and
Kathaldanga which facilitated in providing teachers, educational materials like Books,
copies etc., organizing cultural programs, annual sports and excursion. The Project got
completed during FY 2024-25.
ONGOING PROJECTS UNDERTAKEN BY YOUR COMPANY OF FY 2021_22
Employment linked Skill Training Program for youths:
Your Company in partnership with Tech Mahindra Foundation initiated a
project which aimed at providing employable skills in Amazon Web Services (AWS) re/Start
program on Cloud Computing to 1,000 youths from Delhi, Chandigarh, Bangalore, Chennai,
Delhi NCR, Hyderabad, Kolkata, Mumbai, Pune and Visakhapatnam. AWS re/Start is a
full-time, classroom- based skills development and training program that prepares learners
for entry- level careers in cloud computing technology and connects them to potential
employers. Through real-world, scenario-based learning, hands-on labs, learners gain the
technical skills they need for entry-level cloud roles. The program's mission is to
build a diverse pipeline of entry-level cloud talent. AWS re/Start also focuses on
building professional skills such as adaptive communication, time management, and
collaboration. Under the said program, 1,286 students were enrolled out of which 1,044
students graduated while 648 students have been successfully placed. This Ongoing project
began in FY 2021-22 and was marked as completed during FY 2024-25.
INVESTOR EDUCATION & PROTECTION FUND _IEPF_
Pursuant to Section 124(5) of the Act read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules'), all unpaid
or unclaimed dividends are required to be transferred by the Company to the IEPF
established by the Central Government, after the completion of seven years. In accordance
with the aforesaid provisions,H 9,19,590/- was transferred to IEPF Authority in respect of
unclaimed dividend for FY 2016-17.
Pursuant to Section 124(6) of the Act, such shares in respect of which
dividend has remained unpaid or unclaimed for seven consecutive years shall be transferred
to Demat account maintained by IEPF Authority. In accordance with the aforesaid provisions
27,940 equity shares of the Company in respect of which dividend has remained unpaid or
unclaimed for seven consecutive years from FY 2016-17 were transferred to the Demat
account maintained by IEPF Authority. Due to transition from V2 to V3 MCA portal and
resultant glitches in MCA 21 portal, there was a slight delay in transferring dividend and
eligible shares to IEPF, however no additional fees was charged in both the aforementioned
filings on the Company.
No dividend was declared or paid by the Company for FY 2023-24, hence
no amount was due to be credited in compliance with Section 124(6) of the Act to IEPF
Authority during the FY 2024-25.
Additionally, no dividend has been declared by the Company for FY
2024-25. Details of year wise amount of unpaid/unclaimed dividend lying in the unpaid
account which are liable to be transferred to the IEPF Authority and the due dates for
such transfer form part of the notes to notice of ensuing Annual General Meeting of the
Company.
As on 31 March 2025, 55,803 equity shares are eligible to be
transferred to IEPF Authority after 20 August 2025. Accordingly, the Company vide
letter/email dated 16 May 2025 has already written to such shareholders to claim dividends
which stand unpaid/unclaimed for the last seven consecutive years i.e. since
FY 2017-18, on or before 20 August 2025. Thereafter the dividend for
the year mentioned above shall be transferred to the IEPF and the corresponding eligible
shares shall also be transferred to demat account maintained by IEPF.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company is submitting Business Responsibility and Sustainability
Report as Annexure G' to this Report.
ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to thank all its
shareholders, valued customers, banks, Government and statutory authorities, investors and
stock exchanges for their continued support to the Company. Your Directors wish to place
on record their deep sense of appreciation for the committed services by employees. Your
Directors acknowledge with gratitude the encouragement and support extended by the valued
shareholders and the Promoter of the Company.
|
For and on behalf of the Board of Directors |
|
Mahesh Shrikrishna Palashikar |
Place: Noida |
Chairman & Non-Executive Director |
Date: 29 May 2025 |
(DIN 02275903) |