Directors Report of Hitachi Energy India Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the 6^th Integrated Annual Report covering the business and operations
of Hitachi Energy India Limited (âthe Companyâ) along with the Company''s audited financials for the year ended
March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Amount in '' Crores)

	FY 2024-25	FY 2023-24
Particulars	From April 01, 2024 to March 31, 2025	From April 01, 2023 to March 31, 2024
Revenue from Operations	6,384.93	5,237.49
Add: Other Income	57.17	9.29
Total Income	6,442.10	5,246.78
Less: Total Expenses	5,925.71	5,025.08
Profit before tax	516.39	221.70
Tax expense	132.41	57.92
Profit after tax	383.98	163.78
Add: Other Comprehensive Income	(4.42)	(4.81)
Total Comprehensive Income	379.56	158.97
Balance brought forward from the previous year	835.87	691.31
Amount available for appropriation	1,215.43	850.28
Appropriations:
Equity dividend paid	(16.95)	(14.41)
Balance carried forward	1,198.48	835.87
Key ratios:
Earnings per share ('')	90.36	38.64

2. PERFORMANCE REVIEW:

During the financial year ended
March 31, 2025, orders touched ''18,173.80 Crores
as against ''5,536.30 Crores during the year ended
March 31, 2024. The orders witnessed a healthy
growth reflecting the technology push and
continued traction in grid integration, transformers
and high voltage products. The order backlog at
the end of the year stood at ''19,245.95 Crores
(March 31, 2024 was ''7,229.53 Crores) which
continued to provide visibility to the future revenue
streams. The total income for your Company for
the financial year ended March 31, 2025 stood at
''6,442.10 Crores (March 31, 2024 was ''5,246.78
Crores), reflecting stability of operations. Profit
before tax was ''516.39 Crores (March 31, 2024
was ''221.70 Crores). Accordingly, net profit after
tax was ''383.98 Crores (March 31, 2024 was
''163.78 Crores). The earnings per share for the
financial year ended March 31, 2025 stood at
''90.36 (March 31, 2024 was ''38.64).

For detailed analysis of the performance, including
industry overview, changes and outlook, please
refer to the Management''s Discussion and Analysis
section of this Report.

There has been no change in the nature of business
during the financial year under review.

3. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis for the year
under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âSEBI
Listing Regulationsâ), is presented in Annexure-A,
forming part of the Board''s Report.

4. QUALIFIED INSTITUTIONAL PLACEMENT (QIP):

Your Company has been on a consistent growth
trajectory, as reflected in its financial and operational

performance. Focused on advancing India''s energy
system to be more sustainable, flexible and secure,
the Company strives to provide maximum value
to its customers through pioneering technology,
sustainable products and solutions, expertise in
digitalisation and a wide and highly organised
network that combines manufacturing, sales
and service.

To capitalise on further growth opportunities in its
existing operations and to evaluate both organic
and inorganic options to improve its market
share and accelerate its business growth on a
consolidated basis and after taking into account
the ongoing requirement for working capital and
capital expenditure (capex) for the upgradation
and expansion of the Company''s businesses and
ongoing projects, it was assessed that the Company
would require sufficient funds to cater such growth
and expansion plans from time to time.

Accordingly, during the year under review, your
Company has decided to raise capital through
Qualified Institutional Placement (QIP), by allotting
equity shares to the eligible investors in accordance
with the applicable laws.

In view of the same, the Board of Directors
of the Company at their Meeting held on
January 18, 2025, had approved the proposal
for raising of capital by way of public or private
offering including through a QIP to eligible investors
through an issuance of equity shares or other
eligible securities for an amount aggregating up to
''4,200 Crores and had recommended the same
for the approval of the Shareholders. Further, the
Board has constituted a Committee known as âFund
Raise Committeeâ and delegated their powers to
ensure all decisions and approvals related to the
fund-raising matters were taken in a timely manner,
including the appointment of Book Running Lead
Managers, Legal Counsels and other intermediaries.

Furthermore, the Shareholders by way of Postal
Ballot on February 20, 2025, had approved the
proposal for raising of capital by way of public or
private offering including through a QIP to eligible
investors through an issuance of equity shares or
other eligible securities for an amount aggregating
up to ''4,200 Crores. Based on the Board and
Shareholders'' approval, all other necessary
actions were taken into consideration such as the
appointment of a monitoring agency, opening
of an escrow account, obtaining Independent
Chartered Accountant certificates, finalization of
Preliminary Placement Document and Placement
document, etc.

Accordingly, the Fund Raise Committee, on
March 13, 2025, had approved the allotment of
21,90,688 equity shares having face value of ''2 each
through QIP under the provisions of Chapter VI of
the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2018, as amended (âSEBI ICDR Regulationsâ) and
Section 42 and 62 of the Companies Act, 2013
(the Act) including the rules made thereunder, each
as amended to the eligible Qualified Institutional
Buyers (QIB), at the issue price of ''11,507 per
equity share, including a premium of ''11,505 per
equity share post considering a discount of ''605.50
per equity share (i.e., 5% of the floor price) in terms
of Regulation 176(1) of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018,
aggregating to approximately ''2,520.82 Crores,
pursuant to the QIP of equity shares. Due to the
aforesaid allotment, the Shareholding percentage
of Promoter entity i.e., Hitachi Energy Ltd. was
reduced from 75% to 71.31% thereby increasing
the public shareholding from 25% to 28.69%.

The subscription was open from March 10, 2025 to
March 13, 2025.

The utilisation of proceeds/funds raised from the
QIP would be reviewed by the Audit Committee
as part of quarterly review of financial results and
the details of the same will also be filed with the
Stock Exchanges on a quarterly basis, pursuant
to Regulation 32 of the SEBI Listing Regulations.
During the year under review, the Company has not
utilized the net proceeds raised through the QIP.
The proceeds from the QIP issuance will be used
towards one or more of the objectives specified
in the Placement Document and a statement
towards the same forms part of the Corporate
Governance Report.

5. SHARE CAPITAL:

As of March 31, 2025, the authorized share capital
of the Company was ''10 Crores comprising of
5,00,00,000 equity shares of ''2 each and the
issued, subscribed and paid-up equity share capital
as of March 31, 2025, was ''8.92 Crores comprising
of 4,45,72,363 equity shares of ''2 each.

During the year under review, the Company issued
and allotted 21,90,688 equity shares to eligible
QIB''s at the issue price of ''11,507 per equity share,
including a premium of ''11,505 per equity share
post considering a discount of ''605.50 per equity
share (i.e., 5% of the floor price), aggregating to
approximately ''2,520.82 Crores, pursuant to the
QIP of equity shares.

The issued, subscribed and paid-up equity
share capital of the Company has increased
from 4,23,81,675 equity shares of ''2 each to
4,45,72,363 equity shares of ''2 each due to the
aforesaid allotment of equity shares during the
financial year.

During the year under review, the Company has
not issued any instruments convertible into equity
shares of the Company or with differential voting
rights nor has granted any sweat equity shares.

6. DIVIDEND & RESERVES:

a) Declaration and payment of dividend:

The Board of Directors at their Meeting
held on May 14, 2025 has recommended
a final dividend of ''6/- (Rupees Six only)
per equity share for the financial year ended
March 31, 2025 on 4,45,72,363 equity shares
of ''2/- each fully paid.

The dividend recommended is in accordance
with the Company''s Dividend Distribution Policy.

b) Dividend Distribution Policy:

In terms of the provisions of Regulation 43A
of the SEBI Listing Regulations, the Company
has in place a Dividend Distribution Policy,
which contains various parameters, basis
which the Board of Directors may recommend
or declare Dividend. The same is accessible
at the Company''s website at: https://www.
hitachienergy.com/in/en/investor-relations/
corporate-governance#policies.

c) Book Closure:

The Register of Members and Share Transfer
Books of the Company will remain closed
from August 14, 2025 to August 20, 2025
(both days inclusive) to determine the
eligible shareholders to receive the dividend
for the year ended March 31, 2025 and
accordingly, the record date for dividend will be
August 13, 2025.

According to the Finance Act, 2020, dividend
income will be taxable in the hands of the
Members w.e.f. April 01, 2020 and the
Company is required to deduct tax at source
from the dividend paid to the Members
at prescribed rates as per the Income Tax
Act, 1961.

d) Transfer to Investor Education and Protection
Fund:

As per Section 124 of the Act read with
IEPF Authority (Accounting, Audit, Transfer

and Refund) Rules 2016 (âthe Rules'') all
unpaid or unclaimed dividends are required
to be transferred by the Company to the IEPF
established by the Central Government, after
completion of seven years and the shares in
respect of which dividend has not been paid or
claimed by the members for seven consecutive
years or more shall also be transferred to the
Demat account created by IEPF Authority. In
line with the applicable provisions and after
completion of seven consecutive years, the
Company will transfer the said shares, after
sending an intimation of the proposed transfer
in advance to the concerned Shareholders, as
well as publish a public notice in this regard.

Further, pursuant to the Scheme of
Arrangement [entered into between (i) ABB
India Limited (âINABBâ/âTransferorâ) and (ii)
Hitachi Energy India Limited (âthe Companyâ)
and their respective Shareholders and
creditors] approved by National Company Law
Tribunal, Bengaluru Bench vide its order dated
November 27, 2019, the Company directly
allotted 1,07,421 Equity Shares to the
Shareholders of ABB India Limited in
accordance with the Share Entitlement Ratio
pertaining to the relevant shares of ABB India
Limited lying with IEPF.

Accordingly, the Dividend declared up to
Financial year 2024-25 pertaining to the
shares remaining with IEPF authorities has also
been transferred to the Investor Education and
Protection Fund account from time to time.

The details of the above are provided on the
website of the Company at: https://www.
hitachienergy.com/in/en/investor-relations/
shareholder-information#iepf.

e) Transfer to Reserves:

For the financial year under review, your
Company has proposed not to transfer any
amount to the General Reserves.

7. MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION:

There were no material changes affecting the
financial position of the Company that took place
after the close of the financial year 2024-25 till the
date of this Report.

8. SUBSIDIARY/ JOINT VENTURE OR ASSOCIATE
COMPANY:

During the financial year under review, the Company
did not have any subsidiary, joint venture or
associate Company.

9. EXPANSION/ ADDITION OF NEW MANUFACTURING
FACILITIES:

Your Company had no addition of any new
manufacturing facilities.

The details of existing manufacturing facilities
are provided under Management Discussion and
Analysis section of this Report.

10. CREDIT RATING:

The Company had no outstanding borrowings as
on March 31, 2025. Accordingly, no fund-based
limits were utilized from the established credit lines
with banks.

CRISIL Ratings Limited has reaffirmed the long-term
and short-term credit ratings for ''6,000 Crores
bank loan facilities of the Company.

CRISIL has assigned âCRISIL A1 '' as ShortÂ¬
Term Rating and assigned âCRISIL AAA/Stable''
ratings as a Long-Term Rating effective from
October 17, 2024. CRISIL reaffirmed Long
Term ratings as âCRISIL AAA/Stable'' as on
March 24, 2025, an event driven review followed
by QIP of Equity shares issuance.

The Company''s financial discipline and prudence
are reflected in the strong credit ratings ascribed
by rating agencies. The details of credit ratings
are also disclosed in the Management Discussion
and Analysis section, which forms part of the
Board''s Report.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The Board of Directors of the Company comprises
of eminent persons with proven competence and
integrity. Besides the experience, strong financial
insight and leadership qualities, they have a
significant degree of commitment towards the
Company and devote adequate time to the Meetings.

As at March 31, 2025, the Board of Directors
comprised 6 Directors of which 1 is Executive
Director, 2 are Non-Executive Directors and 3 are
Non-Executive, Independent Directors.

â¢ Mr. Nuguri Venu (DIN: 07032076), Managing
Director and Chief Executive Officer is the
Executive Director.

â¢ Mr. Ismo Antero Haka (DIN: 08598862) and
Mr. Achim Michael Braun (DIN: 08596097) are
the Non-Executive, Non-Independent Directors.

â¢ Mr. Mukesh Butani (DIN: 01452839),
Ms. Akila Krishnakumar (DIN: 06629992) and

Ms. Meena Ganesh (DIN: 00528252) are the
Non-Executive, Independent Directors.

The composition of the Board of Directors is in due
compliance with the Act and SEBI Listing Regulations.

None of the Directors of the Company are
disqualified under Section 164(2) of the Act.

Key Managerial Personnel:

Mr. Nuguri Venu (DIN: 07032076), Managing
Director and Chief Executive Officer, Mr. Ajay
Singh, Chief Financial Officer and Mr. Poovanna
Ammatanda, General Counsel, Company Secretary
and Compliance Officer are the Key Managerial
Personnel in accordance with the provisions of
Section 203 of the Act. There was no change in the
Key Managerial Personnel during the year.

Appointment/ Re-Appointment of Directors:

Based on the recommendation of the Board of
Directors and the shareholders at the 5^th Annual
General Meeting held on August 21, 2024,
approved the Re-appointment of Mr. Achim Michael
Braun (DIN: 08596097), Non-Executive Director
who retired by rotation.

Further, in accordance with the Articles of
Association of the Company and the provisions of
Section 152(6)(e) of the Act, Mr. Ismo Antero Haka
(DIN: 08598862), Director, will retire by rotation
at the ensuing Annual General Meeting and being
eligible, offer himself for re-appointment.

A brief resume of Mr. Ismo Antero Haka, proposed
to be re-appointed, the nature of his expertise in
specific functional areas and names of the Companies
in which he hold Directorship/ Membership/
Chairmanship of the Board or Committees, as
stipulated under SEBI Listing Regulations has been
provided as an Annexure to the Notice convening
the 6^th Annual General Meeting.

Details of Directors, Key Managerial Personnel and
Composition of various Committees of the Board
are provided in the Corporate Governance Report
forming part of this report.

Declaration of Independent Directors:

The Company''s Independent Directors have
submitted requisite declarations confirming that
they continue to meet the criteria of independence
as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) read with Regulation 25 of
SEBI Listing Regulations and they have registered
their names in the Independent Directors'' Databank.

The Independent Directors have also given their
undertaking that they are not aware of any event or
incident that exists or might reasonably be anticipated

that could impair or damage their capacity to fulfil
their duties objectively and independently.

Familiarization Program for Independent Directors:

The Company has a program in place to familiarize
its Independent Directors. The program''s primary
objective is to familiarize Independent Directors on
our Board with the Company''s business, industry
in which the Company operates, business model,
challenges and so on, through a variety of programs
that include regular meetings with our business
leads and functional heads, as well as interaction
with subject matter experts within the Company.

The familiarization program and other disclosures
as specified under the SEBI Listing Regulations is
available on the Company''s website at https://
www.hitachienergy.com/in/en/investor-relations/
board-of-directors.

Selection and Procedure for Nomination and
Appointment of Directors and Nomination and
Remuneration Policy of the Company:

The Nomination and Remuneration Committee
(NRC) of the Company is entrusted to determine
the criteria for the requirements of the Board. NRC,
while recommending candidature to the Board,
takes into consideration the qualification, attributes,
experience and independence of the candidate.

Pursuant to Section 178(3) of the Act, the
Nomination and Remuneration Committee of the
Board has formulated, amongst others, a Policy
on Nomination and Remuneration which provides
the framework for remunerating the members
of the Board, Key Managerial Personnel, Senior
Management and other employees of the Company.
This Policy is guided by the principles and objectives
enumerated in Section 178(4) of the Act.

The details of the Nomination and Remuneration
Policy are mentioned in the report on Corporate
Governance and the same is also placed on the
Company''s website at https://www.hitachienergy.
com/in/en/investor-relations/board-of-directors.

Disclosures pertaining 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 are provided in the prescribed format and
annexed as Annexure-B to this Report.

Annual Performance Evaluation of the Board, its
Committees and individual Directors:

The Board, along with the Nomination and
Remuneration Committee, approved a criteria
framework in the form of a questionnaire for annual
evaluation of the Board, Board Committees and
Individual Directors pursuant to the provisions of the
Act and the Corporate Governance requirements

under Regulation 25(4) of SEBI Listing Regulations
read with SEBI''s Guidance Note on Board Evaluation.

During the year under review, the Board of Directors
has carried out an annual evaluation of its own
performance, Board Committees and Individual
Directors. The Board evaluation was conducted
through a questionnaire designed with qualitative
parameters and feedback based on ratings.

Further, the performance evaluation of the
Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman,
the Board as a whole and the Non-Independent
Directors was carried out by the Independent
Directors at their separate Meeting held during
the year.

The questionnaire was circulated to all the Board
members of the Company in a transparent and
confidential manner. The key parameters considered
for Board evaluation are Board Membership, Board''s
Culture and Relationships with Key Constituencies,
Board Responsibilities, Decision Making and Board
Committees. During the evaluation process, the
Directors have given ratings of either âStrongly
Agree'' / âAgree'' on various assessment questions.

A consolidated report was shared with the Chairman
of the Board for his review and giving feedback to
each Director. Accordingly, feedback was provided
to Directors.

12. BOARD MEETINGS:

During the year under review, the Board of Directors
of the Company met six (6) times viz. (1) May 21,
2024; (2) July 24, 2024; (3) August 21, 2024;
(4) October 29, 2024; (5) January 18, 2025 and
(6) January 29, 2025.

In accordance with the provisions of the
Act, a separate Meeting of the Independent
Directors of the Company was held on
May 21, 2024.

The attendance of the Directors in the Meetings
are provided in the Corporate Governance Report
forming part of this Report.

Committees of the Board:

As required under the Act and the SEBI Listing
Regulations, the Company has constituted the
following, including the statutory committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. Risk Management Committee

v. Corporate Social Responsibility

vi. Environment, Social and Governance Committee

vii. Fund Raise Committee

A detailed note on the composition of various
Committees of the Board and their Meetings
including the terms of reference were given in the
Corporate Governance Report forming part of the
Board''s Report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the
Act, the Directors confirm that, to the best of their
knowledge and belief:

a. in the preparation of the annual financial
statements, the applicable accounting
standards have been followed along with
proper explanation and that there are no
material departures;

b. they had selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state
of affairs of the Company at the end of the
Financial year and of the profit of the Company
for that period;

c. they had taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act
for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

d. they have prepared the annual financial
statements on a going concern basis;

e. they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
were operating effectively; and

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

14. CORPORATE GOVERNANCE REPORT:

The Company is committed to upholding the highest
standards of Corporate Governance and follows the
Corporate Governance requirements set out by the
Securities and Exchange Board of India (âSEBIâ).
In addition, the Company has included various best
governance practices.

In terms of Regulation 34(3) read with Schedule V
of the SEBI Listing Regulations, a separate section
on Corporate Governance including a certificate

from M/s V. Sreedharan & Associates, Practicing
Company Secretaries confirming compliance is
annexed as Annexure-C, forming an integral part
of this Report.

15. STATUTORY AUDITORS:

Pursuant to provisions of Section 139 of the Act
read with the Companies (Audit and Auditors)
Rules, 2014, M/s. S. R. Batliboi & Associates
LLP, Chartered Accountants (Registration No.:
101049W/ E300004) were appointed as Statutory
Auditors, for a period of five years, to hold office
from the conclusion of 1^st Annual General Meeting
until the conclusion of the 6^th Annual General
Meeting at such Remuneration as may be mutually
agreed amongst by the Board of Directors and the
Statutory Auditors.

The Statutory Auditor''s Report on the financial
statements for the financial year ended
March 31, 2025, does not contain any
qualifications, reservation, adverse remarks or
disclaimer which requires any explanation from the
Board of Directors.

As the term of M/s. S. R. Batliboi & Associates
LLP as the Statutory Auditors of the Company
expires at the conclusion of 6^th AGM, the Board of
Directors of the Company at their Meeting held on
May 14, 2025, based on the recommendation
of the Audit Committee, has recommended to
the Members the re-appointment of M/s. S. R.
Batliboi & Associates LLP, Chartered Accountants
(Registration No.: 101049W/ E300004), as
Statutory Auditors of the Company, for the second
term of five consecutive years from the conclusion
of 6^th AGM till the conclusion of the 11^th AGM.

Accordingly, a Resolution seeking Shareholders''
approval for re-appointment of M/s. S. R. Batliboi
& Associates LLP, as the Statutory Auditors of the
Company for the second term of five consecutive
years pursuant to Section 139 of the Act, forms
part of the Notice convening the 6^th Annual General
Meeting of your Company and same is recommended
for your consideration. The Company has received
the written consent and a certificate that M/s. S. R.
Batliboi & Associates LLP, Chartered Accountants
satisfy the criteria provided under Section 141 of
the Act and that the appointment, if made, shall be
in accordance with the applicable provisions of the
Act and Rules framed thereunder.

16. COST AUDIT AND COST AUDITORS OF THE
COMPANY:

As per requirements of Section 148 of the Act
read with the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to make
and maintain cost records for certain products as

specified by the Central Government. Accordingly,
the Company has, during the year under review,
in accordance with Section 148(1) of the Act,
maintained the accounts and cost records, as
specified by the Central Government.

In terms of the provisions of Section 148 of the
Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Board of Directors, on the
recommendation of the Audit Committee, appointed
M/s. Ashwin Solanki & Associates, Cost Accountants
(Registration No.: 100392) as the Cost Auditor of
the Company, for the financial year 2025-26, on a
remuneration as stated in notice convening the 6^thAnnual General Meeting dated May 14, 2025 for
conducting the audit of the cost records maintained
by your Company.

A Resolution seeking Shareholders'' approval for
remuneration payable to Cost Auditor forms part of
the Notice convening the 6^th Annual General Meeting
of your Company and same is recommended for your
consideration. Cost Audit and Compliance reports
for the financial year 2023-24 were filed with
the Registrar of Companies, within the prescribed
time limit.

17. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 and amendments thereto, the Board of
Directors of the Company had appointed M/s. BMP
& Co. LLP (LLPIN: AAI-4194), Company Secretaries,
Bengaluru, to conduct the Secretarial Audit for the
Financial year 2024-25.

The Secretarial Audit Report (Form MR-3) for the
Financial year ended March 31, 2025, is annexed
herewith and marked as Annexure-D to this Report.

The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark
or disclaimer.

Further, pursuant to Regulation 24A of the SEBI
Listing Regulations (including any statutory
modification(s) or re-enactment(s) thereof, for
the time being in force) and SEBI Circular SEBI/
HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated
December 31, 2024, the Board of Directors
have recommended the appointment of
M/s. V. Sreedharan and Associates (Peer Review

Certificate No. 5543/2024), Practicing Company
Secretaries, as the Secretarial Auditors of the
Company, for a period of five years, to hold office
from the conclusion of the 6^th Annual General
Meeting until the conclusion of 11^th Annual
General Meeting at such remuneration as may
be mutually agreed between the Board and the
secretarial auditors.

Accordingly, a resolution seeking Shareholders''
approval for appointment of M/s. V. Sreedharan
and Associates (Peer Review Certificate No.:
5543/2024), Practicing Company Secretaries,
as the Secretarial Auditors of the Company for a
term of five consecutive years commencing from
financial year April 01, 2025 to March 31, 2030,
forms part of the Notice convening the 6^th Annual
General Meeting of your Company and same is
recommended for your consideration. The Company
has received the written consent and a certificate
that M/s. V. Sreedharan and Associates satisfy the
criteria provided under SEBI Listing Regulations
and that the appointment, if made, shall be in
accordance with the SEBI Listing Regulations and
the Act.

18. SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company
has complied with applicable Secretarial Standards
on Board Meetings and General Meetings issued by
the Institute of Company Secretaries of India (ICSI).

19. BRANCH OFFICES:

During the year under review, the Company had
branch offices in Nepal, Bangladesh and Sri Lanka.
All these branch offices continue to be operational.
The branch offices are undertaking business
operations in respective countries. The branches
play a key role in supporting the Company to
penetrate the market, by providing local support
for various business activities.

Through these branches, your Company is
engaged with a wide spectrum of customers
(Utilities, Industries, Distributors, etc.,) in their
respective countries.

20. BRANCH AUDITORS:

In terms of provisions of sub-section (8) of Section
143 of the Act read with Rule 12 of the Companies
(Audit and Auditors) Rules, 2014, the audit of the
accounts of the Branch Offices of the Company
located outside India is required to be conducted
by the person(s) or firm(s) qualified to act as Branch
Auditors in accordance with the laws of that country.

In this regard, the Company has secured the
Shareholders'' approval in the Third Annual General
Meeting held on July 22, 2022 for authorizing the
Board of Directors/ Audit Committee to appoint

Branch Auditors of any Branch Office of the
Company from time to time.

The Board of Directors at their Meeting held on
May 21, 2024 has appointed the following branch
auditors for the Branch Offices of the Company to
conduct the audit for the Financial year 2024-25:

Branch office of the Company	Name of Branch Auditors
Bangladesh Branch	Md. Abdus Sattar Sarkar, FCA, Partner of Mahfel Huq & Co., Chartered Accountants (Firm Registration Number: P-46323)
Sri Lanka Branch	Keerthi Mihiripenna & Co, Chartered Accountants (Firm Registration Number: WP 1419), Colombo
Nepal Branch	Shashi Satyal, Partner of TR Upadhya & Co., Chartered Accountants (Firm Registration Number: 6)

21. ENVIRONMENT, SOCIAL AND GOVERNANCE
COMMITTEE AND BUSINESS RESPONSIBILITY
AND SUSTAINABILITY REPORT (BRSR):

The Company is on a continuous improvement
journey for creating long-term value for
its stakeholders.

The Company has constituted Environment, Social
and Governance (ESG) Committee in the Board
Meeting held on October 22, 2021.

The details of the performance and reporting under
ESG as a part of mandatory disclosure from the
Financial year under review are included under the
Business Responsibility and Sustainability Report
forming part of the Board''s Report.

Further, the sustainability initiatives taken by the
Company including sustainable development goals
from an environmental, social and governance
perspective is available on the Company''s website
and can be accessed at https://www.hitachienergy.
com/in/en/sustainability/sustainability-overview.

22. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS OF THE COMPANY:

During the Financial year under review, no significant
and material orders were passed by the regulators
or courts or tribunals impacting the going concern
status of the Company.

23. DEPOSITS:

During the year under review, the Company has
neither invited nor accepted any deposits falling

under the ambit of Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014
framed thereunder.

24. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

During the Financial year under review, the Company
has not granted any Loans or made investments
within the meaning of Section 186 of the Act.

25. BORROWING LIMITS:

The existing borrowing limits of the Company as of
the beginning of the financial year 2024-25 was
''6,500 Crores (Rupees Six Thousand Five Hundred
Crores only) consisting of ''1,500 Crores towards
fund based limits and ''5,000 Crores towards nonÂ¬
fund based borrowings facilities.

Considering the likely increase in business
opportunities and new orders in the near future
with high value projects in pipeline, the Board of
Directors of the Company at their Meeting held
on January 29, 2025, provided their approval
and recommended the same to the Shareholders
to increase the existing borrowing limits from
''6,500 Crores to ''11,500 Crores by enhancing
the non-fund based limit by ''5,000 Crores. It may
be noted that the proposal for increase was only
towards non-fund based limits and no increase was
sought for the already approved fund based limits
of ''1,500 Crores. Accordingly, the Shareholders
of the Company provided their approval through
Postal ballot for increase of the aforementioned
non-fund based limits by ''5,000 Crores on
March 23, 2025.

As a result, the borrowing limits has been increased
during the financial year from ''6,500 Crores to
''11,500 Crores consisting of ''1,500 Crores towards
fund based limits and ''10,000 Crores towards nonÂ¬
fund based borrowing facilities.

26. RELATED PARTY TRANSACTIONS:

The Board of Directors has adopted a Policy on
Related Party Transactions. The objective is to
ensure proper approval, disclosure and reporting of
transactions as applicable, between the Company
and any of its related parties. The Policy on Related
Party T ransactions is available on the website of the
Company at https://www.hitachienergy.com/in/en/
investor-relations/corporate-governance#policies.

Particulars of the Contracts or Arrangements with
related parties referred to in Section 188(1) in
the format specified as Form AOC-2 forms part
of this Report as Annexure-E. Further details of
Related Party Transactions are provided in Notes
to financial statements.

AH contracts or arrangements with related parties
were entered into only with prior approval of the
Audit Committee, except transactions that qualified
as Omnibus transactions as permitted under law.
In addition, during the financial year 2024-25, the
Company has obtained the Shareholders'' approval
for certain material Related Party Transactions
by passing the Ordinary Resolutions at the
5^th Annual General Meeting held on August 21,
2024. These transactions were with Hitachi
Energy related party entities i.e., Hitachi Energy
Sweden AB for an aggregate value of up to
''1,000 Crores during financial year 2024-25 (i.e.,
April 01, 2024 to March 31, 2025), Hitachi Energy
Australia Pty. Ltd., for an aggregate value of up to
''1,000 Crores during financial year 2024-25 (i.e.,
April 01, 2024 to March 31, 2025) and Hitachi Energy
Ltd., Switzerland, for an aggregate value of up to
''1,200 Crores during financial year 2024-25 (i.e.,
April 01, 2024 to March 31, 2025).

There were no materially significant Related Party
Transactions that could have potential conflict with
the interests of the Company at large.

Details of the transaction(s) of the Company with
the entity(ies) belonging to the promoter/promoter
group which hold(s) more than 10% shareholding
in the Company as required under para A of
Schedule V of the SEBI Listing Regulations are
provided as part of the financial statements.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

Your Company has in place adequate internal
financial controls with reference to the financial
statements commensurate with the size, scale
and complexity of its operations and is in line with
the requirements of the Regulations. Further, the
Directors had laid down internal financial controls to
be followed by the Company and such policies and
procedures adopted by the Company for ensuring
the orderly and efficient conduct of its business,
including adherence to the Company''s policies,
the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and
completeness of the accounting records and the
timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial
control system periodically. The details of Internal
Control System and their adequacy are provided in
the Management Discussion and Analysis section of
this report which forms part of this report.

28. AUDIT COMMITTEE:

During the year under review, there was no change
in the composition of the Audit Committee. The
powers and role of the Audit Committee are included

in the Corporate Governance Report, which forms
an integral part of the Integrated Annual Report. All
the recommendations made by the Audit Committee
were accepted by the Board of Directors.

29. REPORTING OF FRAUDS:

During the year under review, there have been
no instances of fraud, reported by the Statutory
Auditors, Cost Auditors and Secretarial Auditors
under Section 143(12) of the Act and Rules framed
thereunder either to the Audit Committee and/or
Board or to the Central Government.

30. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act and
Regulation 22 of the SEBI Listing Regulations, the
Company has adopted a Whistle Blower Policy/
Vigil Mechanism for Directors, Employees and third
parties to report their concerns about unethical or
inappropriate behavior, actual or suspected fraud
or violation of the Company''s Code of Conduct,
leak of unpublished price sensitive information and
related matters.

This mechanism also provides adequate safeguards
against the victimization of whistle blowers who
avail of the whistle blower/vigil mechanism.
The whistle blowers may also access their higher
level/ supervisors and/ or the Audit Committee.
The Whistle Blower Policy is available on the
Company''s website at https://www.hitachienergy.
com/in/en/about-us/integrity/reporting-channels/
whistleblower-protection-policy.

During the year under review, the Complaints
received under the said policy were / are
being investigated.

31. RISK MANAGEMENT POLICY:

The Company has in place the Risk Management
Policy and constituted the Risk Management
Committee as required under the Companies
Act 2013 and Regulation 21 of the SEBI Listing
Regulations. The Committee is chaired by an
Independent Director, which assists the Board in
monitoring and overseeing implementation of the
Risk Management Policy, including evaluating the
adequacy of risk management systems and such
other functions as mandated under the SEBI Listing
Regulations and as the Board may deem fit from
time to time.

The Committee oversees the Risk Management
process including risk identification, impact
assessment, effective implementation of the
mitigation plans and risk reporting. The purpose of
the Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities with regard to
enterprise risk management.

The details of the Committee and its terms of
reference are set out in the Corporate Governance
Report and Management''s Discussion and Analysis
Report forming part of this Report.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility (CSR) Committee
has been constituted in accordance with
Section 135 of the Act. The details of the composition
of the Committee, scope and functions are listed in
the Corporate Governance Report annexed to this
Integrated Annual Report.

The CSR Policy formulated by the Corporate Social
Responsibility Committee and approved by the
Board continues unchanged. The Policy can be
accessed on the Company''s website at https://
www.hitachienergy.com/in/en/investor-relations/
corporate-governance#policies.

For the Financial year 2024-25 the Company has
spent ''2.69 Crores on CSR activities. The Annual
Report on CSR activities as required under Section
135 of the Act read with Rule 8(1) of the Companies
(Corporate Social Responsibility Policy) Rules,
2014 is annexed as Annexure-F to this Report.

33. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act, the Company
has placed a copy of the Annual Return on its
website and the same is available at: https://
www.hitachienergy.com/in/en/investor-relations/
general-meetings#annual-general-meeting.

34. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The particulars relating to the Conservation of
Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo, as required to be disclosed
under Section 134(3)(m) of the Act read with
Rule 8(3) Companies (Accounts) Rules, 2014, is
provided in Annexure-G to this Report.

35. PARTICULARS OF EMPLOYEES INCLUDING
REMUNERATION OF DIRECTORS AND
EMPLOYEES:

The details related to remuneration and other
details of the employees drawing remuneration
under 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 forms part of this Report. None of the
employees listed as per above are related to any
Director / KMP of the Company.

In terms of Section 136(1) of the Act, the Integrated
Annual Report is being sent to the Shareholders

and others entitled thereto excluding the aforesaid
disclosure. In pursuance of second proviso of Rule 5
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, if any
Shareholder is interested in obtaining the same
may write to the Company Secretary & Compliance
Officer at [email protected].

In accordance with Section 136 of the Act, this
disclosure is available for inspection by Shareholders
through electronic mode.

36. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy in accordance
with the provisions of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made
thereunder that mandates no tolerance against any
conduct amounting to sexual harassment of women
at the workplace.

The Company has also constituted an Internal
Complaints Committee (ICC) for reporting and
conducting inquiries into the complaints made
by the victim on harassment at the workplace.
Throughout the year, training and awareness
events are held to instill sensitivity toward creating
a respectful workplace.

During the Financial year under review, no
complaints pertaining to sexual harassment of
women employees were received. Further, the
Company has a web portal known as âHitachi Energy
Ethics Web Portalâ wherein employees can report/
raise inter-alia the workplace harassment concerns/
related incidents. The sexual harassment complaints
as received via this Portal was investigated / being
investigated and brought to the attention of the
Audit Committee of the Board from time to time.

37. INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial year under review, neither any
application nor any proceeding was initiated against
the Company under the Insolvency and Bankruptcy
Code, 2016.

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

During the Financial year under review, the Company
has not made any one-time settlement with the
banks or financial institutions, therefore, the same
is not applicable.

39. FRACTIONAL SHARES:

Pursuant to the Scheme of Arrangement, entered
into between (i) ABB India Limited (âINABBâ/
âTransferorâ) and ii) the Company (âCompanyâ/
âTransfereeâ) and their respective shareholders
and creditors, pursuant to the provisions of
Section 230 to 232 and other applicable provisions
of the Act, the Company has allotted shares of the
Company to the Shareholders of ABB India Limited
in accordance with the share entitlement ratio.

Out of the total shares allotted to the Shareholders
of ABB India Limited, the Company allotted 9,266
Equity shares (pursuant to fractional entitlements
of Members of ABB India Limited as per share
entitlement ratio) to Hitachi Energy India Limited
Fractional Shares Trust 2019 (âTrustâ) on
December 24, 2019. Catalyst Trusteeship Limited
(âCatalystâ) is acting as T rustee to the T rust effective
April 30, 2020.

The total amount paid as on March 31, 2025,
stood at ''61.17 Lakhs consisting of 19,897
Members eligible for the value of such fractional
shares and the total amount remained unpaid as on
March 31, 2025 stood at ''2.10 Lakhs pertaining
to 722 Members eligible for the value of such
fractional shares.

Further, on November 26, 2022, May 30, 2023
and June 28, 2024, reminder letters was sent
through registered post to all unpaid shareholders
wherein the Company has requested the unclaimed
shareholders to claim the unclaimed fractional
share sale proceeds by submitting the Letter-Cum-
Indemnity in the format shared with them.

40. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on
record their appreciation for all the guidance and
cooperation received from its parent Company and
all its customers, members, suppliers, investors,
vendors, partners, bankers, associates, government
authorities and other stakeholders for their
consistent support to the Company in its operations.

The Board of Directors also record their appreciation
of the dedication of all the employees at all levels
and their commitment to ensuring that the Company
continues to grow.

By order of the Board
For Hitachi Energy India Limited

Achim Michael Braun

Place: Bengaluru Chairman

Date: May 14, 2025 DIN: 08596097

Mar 31, 2024

The Board of Directors are pleased to present the 5^th Integrated Annual Report covering the business and operations of Hitachi Energy India Limited (âthe Companyâ) along with the Company''s audited financials for the year ended March 31,2024.

1. Financial Summary and Highlights:

Particulars	(Amount in Rs. Crores) FY 2023-24 FY 2022-23 From April 1, From April 1, 2023 to 2022 to March 31, 2024 March 31, 2023
Revenue from Operations	5,237.49	4,468.51
Add: Other Income	9.29	15.14
Total Income	5,246.78	4,483.65
Less: Total Expenses	5,025.08	4,352.83
Profit before tax	221.70	130.82
Tax expense	57.92	36.92
Profit after tax	163.78	93.90
Add: Other Comprehensive Income	(4.81)	1.74
Total Comprehensive Income	158.97	95.64
Balance of retained earnings transferred pursuant to the scheme of arrangement	-	-
Balance brought forward from the previous year	691.31	608.39
Amount available for appropriation	850.28	704.03
Appropriations:
Equity dividend paid	(14.41)	(12.72)
Tax on equity dividend paid	-	-
Debenture redemption reserve	-	-
General reserve	-	-
Balance carried forward	835.87	691.31
Key ratios:
Earnings per share (C)	38.64	22.16

2. Performance Review:

During the financial year ended March 31, 2024, orders touched C 5,536.30 Crores as against C 6,817.20 Crores during the year ended March 31, 2023. The orders witnessed a healthy growth reflecting the technology push and continued traction in transformers and high voltage products. The order backlog at the end of the year stood at C 7,229.53 Crores (March 31,2023 was C 7,070.91 Crores) which continued to provide visibility to the future revenue streams. The total income for your Company for the financial year ended March 31, 2024, stood at C 5,246.78 Crores (March 31, 2023 was C 4,483.65 Crores), reflecting stability of operations. Profit before tax was C 221.70 Crores (March 31, 2023 was C 130.82 Crores). Accordingly, net profit after tax was C 163.78 Crores (March 31, 2023 was C 93.90 Crores). The earnings per share for the financial year ended March 31, 2024, stood at C 38.64 (March 31, 2023 was C 22.16).

For detailed analysis of the performance, including industry overview, changes, and outlook, please refer to the Management''s Discussion and Analysis section of this Report.

There has been no change in the nature of business during the financial year under review.

3. Management Discussion and Analysis:

Management Discussion and Analysis for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in Annexure-A, forming part of the Boards'' Report.

4. Glimpse of rebranding and consolidation:

Hitachi Energy India Limited (âthe Companyâ) underwent significant transformations since its inception. Firstly, the Scheme of Arrangement (âSchemeâ) between (i) ABB India Limited (âINABBVTransferorâ) and (ii) Hitachi Energy India Limited (âCompanyâ/âTransfereeâ) and their respective shareholders and creditors, pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013, (âActâ) which provided for inter alia the Demerger of the Power Grids Business of INABB (âDemerged Undertakingâ) and the consequent issuance of equity shares by your Company to the shareholders of INABB as per the share entitlement ratio, which was approved by the National Company Law Tribunal, Bengaluru Bench (âNCLTâ) on November 27, 2019, allowed Hitachi Energy India Limited to concentrate its resources on its core business areas, enhance operational efficiency, and maximize value for its stakeholders.

I n addition, 3,17,86,256 equity shares aggregating 75% of the paid-up capital of your Company was transferred from ABB Asea Brown Boveri Ltd. to ABB Ltd. by way of dividend in kind, and subsequently from ABB Ltd. to Hitachi Energy Ltd as contribution in kind (as disclosed by the Shareholders) on February 5, 2021.

Consequent to this, your Company underwent a name change from âABB Power Products and Systems India Limitedâ to âHitachi Energy India Limitedâ with effect from November 12, 2021, following the rebranding of its parent company as Hitachi Energy Ltd. and in keeping with its'' vision of becoming a part of Hitachi Energy group. This change reaffirms your Company''s commitment to advance a sustainable energy future for all in India, in the presence of key policy makers and industry leaders. With its new brand name - Hitachi Energy India - the business will be able to effectively position its pioneering technologies and services to existing and future customers expanding beyond the grid - opening up a breadth of opportunities in areas such as sustainable mobility and smart life, and contributing further economic, environmental and social value. In continuation to the change in name of the Company, the Memorandum of Association and Articles of Association of your Company were also amended involving name change and the financial year of the Company was changed from January 1 - December 31 to April 1 - March 31 during the financial period 2021-22. Necessary approvals from various regulatory authorities, as applicable in this regard was secured by the Company from time to time.

Furthermore, on December 28, 2022, Hitachi Ltd., the ultimate parent entity of the Company has completed the previously announced acquisition of ABB Ltd.''s remaining 19.9% equity stake in Hitachi Energy Ltd., a Joint Venture that was formed from ABB''s Power Grids business in 2020. Thus, Hitachi Ltd. now holds 100% of the equity stake in Hitachi Energy Ltd., (Zurich, Switzerland), which is the holding company which presently holds 75% stake in the Company. The solid commitment from Hitachi to the

announced acquisition of the remaining shares of Hitachi Energy ahead of plan will help accelerating enabling the agile and committed team to support customers and partners addressing the global challenge of the energy transition, while continuing to deliver strong financial performance and creating value.

Re-classification of Promoter/Promoter Group entities of the Company:

During the year under review, the Board of Directors at their meeting held on May 23, 2023 (which adjourned and concluded on May 24, 2023), approved the request received from ABB Asea Brown Boveri Ltd, ABB Switzerland Ltd, and ABB Ltd (âOutgoing Promotersâ) under Promoter/ Promoter Group, seeking re-classification from âPromoter/ Promoter Group Category'' to âPublic Category'' under Regulation 31A of the SEBI Listing Regulations. Further, your Company had made an application to National Stock Exchange of India Limited and BSE Limited (collectively referred to as the âStock Exchangesâ) on June 7, 2023, seeking approval for re-classification of the Outgoing Promoters from âPromoter/ Promoter Group Category'' to âPublic Category''.

On October 6, 2023, your Company had received the necessary approvals from the Stock Exchanges vide their letters dated October 6, 2023 and accordingly, ABB Asea Brown Boveri Ltd, ABB Switzerland Ltd, and ABB Ltd, have been reclassified from âPromoter/Promoter Group Category'' to âPublic Category'' in the shareholding of the Company with effect from October 6, 2023. Accordingly, the above Promoters were considered under the âPublic'' category of shareholders with effect from October 6, 2023.

Also, your Company has received advisory letters from the Stock Exchanges vide their letters dated October 6, 2023. Your Company had filed an application with the Stock Exchanges on June 7, 2023 for re-classification of certain persons from âPromoter/Promoter Group Category'' to âPublic Category'' in accordance with Regulation 31A of the SEBI Listing Regulations. The advisory letters were issued on account of a delay (of 21.5 hours) in filing the intimation, in relation to submission of the aforesaid application, with the Stock Exchanges pursuant to disclosure requirement under Regulation 31A(8)(c) of the SEBI Listing Regulations. The intimation was required to be filed within 24 hours of the filing of the application by the Company. However, there was no impact on financial, operation or other activities of your Company pursuant to the abovementioned advisory letters.

5. Dividend & Reserves:

a) Declaration and payment of dividend:

The Board of Directors at their meeting held on May 21,2024, recommended a final dividend of C 4.00 (Rupees Four only) per equity share for the financial year ended March 31, 2024, on 4,23,81,675 equity shares of C 2/- each fully paid.

The dividend recommended is in accordance with the Company''s Dividend Distribution Policy.

b) Dividend Distribution Policy:

I n terms of the provisions of Regulation 43A of the SEBI Listing Regulations, the Company has in place a Dividend Distribution Policy, which contains various parameters, basis which the Board of Directors may recommend or declare Dividend. The same is accessible at the Company''s website at: https://www. hitachienergy.com/in/en/investor-relations/corporate-governance#policies

c) Book Closure:

The Register of Members and Share Transfer Books of the Company will remain closed from August 15, 2024 to August 21,2024 (both days inclusive) to determine the eligible shareholders to receive the dividend for the year ended March 31, 2024 and accordingly, the record date for dividend will be Wednesday, August 14, 2024.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

d) Unclaimed dividends:

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report.

e) Transfer to Investor Education and Protection Fund:

As per Section 124 of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (âthe Rules'') all unpaid or unclaimed dividends are required to be transferred by the Company to the I EPF established by the Central Government, after completion of seven years and the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the Demat account created by IEPF Authority. In line with the applicable provisions and after completion of seven consecutive years, the Company will transfer the said shares, after sending an intimation of the proposed transfer in advance to the concerned shareholders, as well as publish a public notice in this regard.

Further, pursuant to the Scheme of Arrangement [entered into between (i) ABB India Limited (âINABBâ/âTransferorâ) and (ii) Hitachi Energy India Limited (âthe Companyâ) and their respective shareholders and creditors] approved by National Company Law Tribunal, Bengaluru Bench vide its order dated November 27, 2019, the Company directly allotted 1,07,421 Equity Shares to the shareholders of ABB India Limited in accordance with the share entitlement ratio pertaining to the relevant shares of ABB India Limited lying with IEPF.

Accordingly, the Dividend declared up to financial year 2023-24 pertaining to the shares remaining with IEPF authorities has also been transferred to the Investor Education and Protection Fund account from time to time.

The details of the above are provided on the website of the Company at: https://www.hitachienergy.com/ in/en/investor-relations/shareholder-information#iepf

f) Transfer to Reserves:

For the financial year under review, your Company has proposed not to transfer any amount to the General Reserves.

6. Share Capital:

As of March 31, 2024, the authorized share capital of the Company was C 10 Crores comprising of 5,00,00,000 equity shares of C 2 each, and the paid-up equity share capital as of March 31,2024, was C 8.48 Crores comprising of 4,23,81,675 equity shares of C 2 each.

During the year under review, the Company had neither issued any shares nor instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity shares.

7. Material Changes and Commitment affecting the Financial Position:

There were no material changes affecting the financial position of the Company that took place after the close of the financial year 2023-24 till the date of this Report.

8. Subsidiary / Joint Venture or Associate Company:

During the financial year under review, the Company did not have any subsidiary, joint venture, or associate Company.

9. Expansion / Addition of new manufacturing facilities:

Your Company added new manufacturing facilities, the details of which are provided under Management Discussion and Analysis section of this Report.

10. Credit Rating:

The Company had outstanding short-term borrowings of C 150 Crores as on March 31, 2024, utilized from the established credit lines with banks.

CRISIL Ratings Limited has reaffirmed the long-term and short-term credit ratings for C 6,000 Crores bank loan facilities of the Company.

CRISIL has assigned âCRISIL A1 '' as Short-Term Rating and assigned âCRISIL AAA/Stable'' ratings as a Long-Term Rating effective from August 29, 2023.

The Company''s financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are also disclosed in the Management Discussion and Analysis section, which forms part of the Board''s Report.

11. Board of Directors and Key Managerial Personnel:

The Board of Directors of the Company comprises of eminent persons with proven competence and integrity. Besides the experience, strong financial insight and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the Meetings.

As at March 31, 2024, the Board of Directors comprised 6 Directors of which 1 is Executive Director, 2 are Non-Executive, Non-Independent Directors and 3 are Non-Executive, Independent Directors.

â¢ Mr. Nuguri Venu (DIN: 07032076), Managing Director and Chief Executive Officer is the Executive Director.

â¢ Mr. Ismo Antero Haka (DIN:08598862) and Mr. Achim Michael Braun (DIN:08596097) are the Non-Executive, Non-Independent Directors.

â¢ Mr. Mukesh Butani (DIN: 01452839), Ms. Akila Krishnakumar (DIN: 06629992) and Ms. Meena Ganesh (DIN: 00528252) are the Independent Directors.

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

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

Key Managerial Personnel:

Mr. Nuguri Venu (DIN: 07032076), Managing Director and Chief Executive Officer, Mr. Ajay Singh, Chief Financial Officer, and Mr. Poovanna Ammatanda, General Counsel, Company Secretary and Compliance Officer are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013. There was no change in the Key Managerial Personnel during the year.

Change in Composition of Board of Directors:

During the year under review, Ms. Nishi Vasudeva (DIN: 03016991) resigned from the position of Independent Director of the Company effective from May 24, 2023. The Board places on record its appreciation for the valuable contributions made by Ms. Nishi Vasudeva during her tenure as an Independent Director of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their Meeting held on May 24, 2023, has approved the appointment of Ms. Meena Ganesh (DIN: 00528252) as an Additional Director in the capacity of Independent Director for

a term of 5 (five) consecutive years effective from May24, 2023 to May 23, 2028.

The Board of Directors is of the opinion that Independent Director appointed during the year under review possess necessary expertise, integrity and experience.

Appointment/ Re-appointment of Directors:

Based on the recommendation of the Board of Directors, the Shareholders at the fourth Annual General Meeting held on August 17, 2023, approved the:

â¢ Re-appointment of Mr. Ismo Antero Haka (DIN: 08598862), Non-Executive Director who retired by rotation.

â¢ Appointment of Ms. Meena Ganesh (DIN: 00528252) as an Independent Director for a term of five (5) consecutive years effective from May 24, 2023 to May 23, 2028.

Further, in accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. Achim Michael Braun (DIN: 08596097), Director, will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

A brief resume of Mr. Achim Michael Braun (DIN: 08596097) proposed to be re-appointed, the nature of his expertise in specific functional areas and names of the Companies in which he holds Directorship/ Membership/ Chairmanship of the Board or Committees, as stipulated under SEBI Listing Regulations has been provided as an annexure to the Notice convening the 5^th Annual General Meeting.

Details of Directors, Key Managerial Personnel and Composition of various Committees of the Board are provided in the Corporate Governance Report forming part of this report.

Declaration of Independent Directors:

The Company''s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) read with Regulation 25 of SEBI Listing Regulations and they have registered their names in the Independent Directors'' Databank.

The Independent Directors have also given their undertaking that they are not aware of any event or incident that exists or might reasonably be anticipated that could impair or damage their capacity to fulfil their duties objectively and independently.

Familiarization Program for Independent Directors:

operates, business model, challenges, and so on, through a variety of programs that include regular meetings with our business leads and functional heads, as well as interaction with subject matter experts within the Company.

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Company''s website at https://www.hitachienergy.com/in/ en/investor-relations/board-of-directors.

Selection and Procedure for Nomination and Appointment of Directors and Nomination and Remuneration Policy of the Company:

The Nomination and Remuneration Committee (NRC) of the Company is entrusted to determine the criteria for the requirements of the Board. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has formulated, amongst others, a policy on Nomination and Remuneration which provides the framework for remunerating the members of the Board, Key Managerial Personnel, Senior Management and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Companies Act, 2013.

The details of the Nomination and Remuneration Policy are mentioned in the report on Corporate Governance and the same is also placed on the Company''s website at https:// www.hitachienergy.com/in/en/investor-relations/board-of-directors.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed as Annexure-B to this Report.

Annual Performance Evaluation of the Board, its Committees and individual Directors:

The Board, along with the Nomination and Remuneration Committee, approved a criteria framework in the form of a questionnaire for annual evaluation of the Board, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements under Regulation 25(4) of SEBI Listing Regulations read with SEBI''s Guidance Note on Board Evaluation.

During the year under review, the Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and Individual Directors. The Board evaluation was conducted through a questionnaire designed with qualitative parameters and feedback based on ratings.

Further, the performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held during the year.

The questionnaire was circulated to all the Board members of the Company in a transparent and confidential manner. The key parameters considered for Board evaluation are Board Membership, Board''s Culture and Relationships with Key Constituencies, Board Responsibilities, DecisionMaking and Board Committees. During the evaluation process, the Directors have given ratings of either âStrongly agree'' / âAgree'' on various assessment questions.

A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director. Accordingly, feedback was provided to Directors.

12. Board Meetings:

During the year under review, the Board of Directors of the Company met four (4) times viz., (1) May 23, 2023 (which was adjourned and concluded on May 24, 2023); (2) July 25, 2023; (3) November 6, 2023 and (4) January 23, 2024.

I n accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on July 25, 2023.

The attendance of the Directors in the meetings are provided in the Corporate Governance Report forming part of this Report.

Committees of the Board:

As required under the Act and the Listing Regulations, the Company has constituted the following, including the statutory committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. Risk Management Committee

v. Corporate Social Responsibility Committee

vi. Environment, Social and Governance Committee

A detailed note on the composition of various Committees of the Board and their Meetings including the terms of reference are given in the Corporate Governance Report forming part of the Board''s Report.

Further, pursuant to resignation of Ms. Nishi Vasudeva and appointment of Ms. Meena Ganesh as Independent Director of the Company, the Board of Directors at their Board Meeting held on May 23, 2023 (which adjourned and concluded on May 24, 2023) has reconstituted the composition of certain Committees with effect from May 24, 2023, details have been included in Corporate Governance Report which forms part of this Board''s Report.

13. Directorsâ Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the Act, the Directors confirm that, to the best of their knowledge and belief:

a) i n the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual financial statements on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

14. Corporate Governance Report:

The Company is committed to upholding the highest standards of Corporate Governance and follows the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ). In addition, the Company has included various best governance practices.

i n terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance including a certificate from M/s V. Sreedharan & Associates, Practicing Company Secretaries confirming compliance is annexed as Annexure-C, forming an integral part of this Report.

15. Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Registration No. 101049W/ E300004) were appointed as Statutory Auditors, for a period of five years, to hold office from the conclusion of first Annual General Meeting until the conclusion of the sixth Annual General Meeting at such

remuneration as may be mutually agreed amongst by the Board of Directors and the Statutory Auditors.

The Statutory Auditor''s Report on the financial statements for the financial year ended March 31, 2024, does not contain any qualifications, reservation, adverse remarks or disclaimer which requires any explanation from the Board of Directors.

16. Cost Audit and Cost Auditors of the Company:

As per requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to make and maintain cost records for certain products as specified by the Central Government. Accordingly, the Company has, during the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government.

i n terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Ashwin Solanki & Associates, Cost Accountants (Registration No: 100392) as Cost Auditor of the Company, for the financial year 2024-25, on a remuneration as stated in notice convening the Fifth Annual General Meeting Notice dated May 21,2024 for conducting the audit of the cost records maintained by your Company.

A Resolution seeking Shareholders'' approval for remuneration payable to Cost Auditor forms part of the Notice convening the 5^th Annual General Meeting of your Company and same is recommended for your consideration. Cost Audit and Compliance reports for the financial year 2022-23 were filed with the Registrar of Companies, within the prescribed time limit.

17. Secretarial Audit:

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, the Board of Directors of the Company have appointed BMP & Co. LLP (LLPIN: AAI-4194), Company Secretaries, Bengaluru, to conduct the Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report (Form MR-3) for the financial year ended March 31, 2024, is annexed herewith and marked as Annexure-D to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

18. Secretarial Standards:

The Board of Directors affirms that the Company has complied with applicable Secretarial Standards on board meetings and general meetings issued by the Institute of Company Secretaries of India (ICSI).

19. Branch Offices:

During the year under review, the Company had branch offices in Nepal, Bangladesh and Sri Lanka. All these branch offices continue to be operational. The branch offices are undertaking business operations in respective countries. The branches play a key role in supporting the Company to penetrate the market, by providing local support for various business activities.

Through these branches, your Company is engaged with a wide spectrum of customers (Utilities, Industries, Distributors, OEMs etc.) in their respective countries.

20. Branch Auditors:

In this regard, the Company has secured the Shareholders'' approval in the Third Annual General Meeting held on July 22, 2022, for authorizing the Board of Directors/ Audit Committee to appoint Branch Auditors of any branch office of the Company from time to time.

The Board of Directors at their Meeting held on May 23, 2023 (which adjourned and concluded on May 24, 2023) has appointed the following branch auditors for the Branch Offices of the Company to conduct the audit for the financial year 2023-24:

Branch office of the Company	Name of Branch Auditors
Bangladesh Branch	Md. Abdus Satter Sarkar, FCA, Partner of Mahfel Huq & Co., Chartered Accountants (Firm Registration Number: P-46323)
Sri Lanka Branch	Keerthi Mihiripenna & Co., Chartered Accountants (Firm Registration Number: WP 1419), Colombo
Nepal Branch	Shashi Satyal, Partner of TR Upadhya & Co., Chartered Accountants (Firm Registration Number: 6)

21. Environment, Social and Governance Committee and Business Responsibility and Sustainability Report (BRSR):

The Company is on a continuous improvement journey for creating long-term value for its stakeholders.

The Company has constituted Environment, Social and Governance (ESG) Committee in the Board Meeting held on October 22, 2021.

During the financial year under review, the Environment, Social and Governance Committee was reconstituted by inducting Ms. Meena Ganesh, Independent Director as member of the Committee with effect from May 24, 2023 in place of Ms. Nishi Vasudeva, Independent Director, who ceased to be a member of the Environment, Social and Governance Committee upon her resignation as a Director of the Company with effect from May 24, 2023.

The details of the performance and reporting under ESG as a part of mandatory disclosure from the financial year under review are included under the Business Responsibility and Sustainability Report forming part of the Board''s Report.

Further, the sustainability initiatives taken by the Company including sustainable development goals from an environmental, social and governance perspective is available on the Company''s website and can be accessed at https://www.hitachienergy.com/in/en/sustainability/ sustainability-overview.

22. Significant and material orders passed by the regulators or courts or tribunals impacting the going Concern status of the Company:

During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company.

23. Deposits:

During the year under review, the Company has neither invited nor accepted any deposits falling under the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 framed thereunder.

24. Particulars of Loans, Guarantees or Investments:

During the financial year under review, the Company has not granted any Loans, or made investments within the meaning of Section 186 of the Act.

25. Borrowing Limits:

The existing borrowing limits of the Company is C6,500 Crores (Rupees Six Thousand Five Hundred Crores only) consisting of C1,500 Crores towards fund-based limits and C5,000 Crores towards non-fund based borrowings facilities.

26. Related Party Transactions:

The Board of Directors have adopted a policy on Related Party Transactions. The objective is to ensure proper approval, disclosure, and reporting of transactions as applicable, between the Company and any of its related parties. The policy on related party transactions is available at https://www.hitachienergy.com/in/en/investor-relations/ corporate-governance#policies

Particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this Report as Annexure-E. Further details of related party transactions are provided in Notes to Financial Statements.

All contracts or arrangements with related parties were entered into only with prior approval of the Audit Committee, except transactions that qualified as Omnibus transactions as permitted under law. In addition, during the financial year 2023-24, the Company has obtained the Shareholder approval through Postal Ballot for material related party transactions with Hitachi Energy Sweden AB for the financial year 2023-24.

There were no materially significant related party transactions that could have potential conflict with the interests of the Company at large.

Details of the transaction(s) of the Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

27. I nternal financial control systems and their adequacy:

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations and is in line with the requirements of the regulations. Further, the Directors have laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically. The details of Internal Control System and their adequacy are provided in the Management Discussion and Analysis section of this report which forms part of this report.

28. Audit Committee:

During the year under review, the Audit Committee was reconstituted by inducting Ms. Meena Ganesh, Independent Director as member of the Audit Committee with effect

from May 24, 2023 in place of Ms. Nishi Vasudeva, Independent Director, who ceased to be a member of the Audit Committee upon her resignation as a Director of the Company with effect from May 24, 2023.

The powers and role of the Audit Committee are included in the Corporate Governance Report, which forms an integral part of the Integrated Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

29. Reporting of frauds:

During the year under review, there have been no instances of fraud reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee and/or Board or to the Central Government.

30. Whistle-Blower Policy/Vigil Mechanism:

Pursuant to Section 177(9) of the Act and Regulation 22 of LODR, the Company has adopted a whistle-blower policy/ vigil mechanism for Directors, Employees and third parties to report their concerns about unethical or inappropriate behavior, actual or suspected fraud or violation of the Company''s Code of Conduct, leak of unpublished price sensitive information and related matters.

This mechanism also provides adequate safeguards against the victimization of whistle blowers who avail of the whistle blower / vigil mechanism. The whistle blowers may also access their higher level/ supervisors and/ or the Audit Committee. The Whistle Blower Policy is available at https:// www.hitachienergy.com/in/en/about-us/integrity/reporting-channels/whistleblower-protection-policy.

During the year under review, the Complaints received under the said policy were / are being investigated.

31. Risk Management Policy:

The Company has in place the Risk Management Policy and constituted the Risk Management Committee as required under the Companies Act, 2013 and Regulation 21 of SEBI Listing Regulations. The Committee is chaired by an Independent Director, which assists the Board in monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems and such other functions as mandated under the SEBI Listing Regulations and as the Board may deem fit from time to time.

The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management.

During the financial year under review, the Risk Management Committee was reconstituted by inducting

Ms. Meena Ganesh, Independent Director as member of the Committee with effect from May 24, 2023 in place of Ms. Nishi Vasudeva, Independent Director, who ceased to be a member of the Risk Management Committee upon her resignation as a Director of the Company with effect from May 24, 2023.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report and Management''s Discussion and Analysis Report forming part of this Report.

32. Corporate Social Responsibility (CSR):

Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. The details of the composition of the Committee, scope and functions are listed in the Corporate Governance Report annexed to this Integrated Annual Report.

The CSR Policy formulated by the Corporate Social Responsibility Committee and approved by the Board continues unchanged. The policy can be accessed at https://www.hitachienergy.com/in/en/investor-relations/ corporate-governance#policies

For the financial year 2023-24, the Company has spent C 1.51 Crores on CSR activities. The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-F to this Report.

33. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013, the Company has placed a copy of the annual return on its website and the same is available at https://www. hitachienergy.com/in/en/investor-relations/general-meetings#annual-general-meeting.

34. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars relating to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) Companies (Accounts) Rules, 2014, is provided in Annexure-G to this Report.

35. Particulars of Employees including Remuneration of Directors and Employees:

The details related to remuneration and other details of the employees drawing remuneration under 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 forms part of this Report. None of the

employees listed as per above are related to any Director / KMP of the Company.

In terms of Section 136(1) of the Companies Act, 2013 and the Integrated Annual Report is being sent to the Shareholders and others entitled thereto excluding the aforesaid disclosure. In pursuance of second proviso of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, if any Shareholder interested in obtaining the same may write to the Company Secretary & Compliance Officer at [email protected].

In accordance with Section 136 of the Act, this disclosure is available for inspection by Shareholders through electronic mode.

36. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder that mandates no tolerance against any conduct amounting to sexual harassment of women at the workplace.

The Company has also constituted an Internal Complaints Committee (ICC) for reporting and conducting inquiries into the complaints made by the victim on harassment at the workplace. Throughout the year, training and awareness events are held to instill sensitivity toward creating a respectful workplace.

During the financial year under review, no complaints pertaining to sexual harassment of women employees were received. Further, the Company has a web portal known as âHitachi Energy Ethics Web Portalâ wherein employees can report/ raise inter-alia workplace harassment concerns/ related incidents. The sexual harassment complaints as received via this portal was investigated / being investigated and brought to the attention of the Audit Committee of the Board from time to time.

37. Insolvency and Bankruptcy Code, 2016:

During the financial year under review, neither any application nor any proceeding was initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

During the financial year under review, the Company has not made any one-time settlement with the banks or financial institutions, therefore, the same is not applicable.

39. Fractional Shares:

Pursuant to the Scheme of Arrangement, entered into between (i) ABB India Limited (âINABBâ/ âTransferorâ) and (ii) the Company (âCompanyâ/ âTransfereeâ) and their respective shareholders and creditors, pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013, the Company has allotted shares of the Company to the shareholders of ABB India Limited in accordance with the share entitlement ratio.

Out of the total shares allotted to the shareholders of ABB India Limited, the Company allotted 9,266 Equity shares (pursuant to fractional entitlements of Members of ABB India Limited as per share entitlement ratio) to Hitachi Energy India Limited Fractional Shares Trust 2019 (âTrustâ) on December 24, 2019. Catalyst Trusteeship Limited (âCatalystâ) is acting as Trustee to the Trust effective April 30, 2020.

The total amount paid as on March 31,2024, stood at C 61.17 lakhs consisting of 19,897 Members eligible for the value of such fractional shares and the total amount remained unpaid as on March 31,2024, stood at C 2.10 lakhs pertaining to 722 Members eligible for the value of such fractional shares.

Further, on November 26, 2022 and May 30, 2023, reminder letters were sent through registered post to all

unpaid shareholders wherein the Company has requested the unclaimed shareholders to claim the unclaimed fractional share sale proceeds by submitting the Letter-Cum-Indemnity in the format shared with them.

40. Acknowledgments:

The Board of Directors wishes to place on record their appreciation for the guidance and cooperation received from its parent Company, its customers, members, suppliers, investors, vendors, partners, bankers, associates, government authorities and other stakeholders for their consistent support to the Company in its operations.

The Board of Directors also records their appreciation of the dedication of all the employees at all levels and their commitment to ensuring that the Company continues to grow.

Mar 31, 2023

The Board of Directors is pleased to present the 4^th Annual Report covering the business and operations of Hitachi Energy India Limited (âthe Companyâ) along with the Companyâs audited financials for the year ended March 31,2023.

1. Financial Results:		(Amount in ? Crores)
	FY 2022-23	FP 2021-22
Particulars	From 01.04.2022 to	From 01.01.2021 to
	31.03.2023	31.03.2022
Revenue from Operations	4,468.51	4,883.96
Add: Other Income	15.14	66.94
Total Income	4,483.65	4,950.90
Less: Total Expenses	4,352.83	4,710.16
Profit before tax and exceptional items	130.82	240.74
Less: Exceptional items	-	(35.85)
Profit before tax and after exceptional items	130.82	276.59
Tax expense	36.92	73.19
Profit after tax	93.90	203.40
Add: Other Comprehensive Income	1.74	4.95
Total Comprehensive Income	95.64	208.35
Balance of retained earnings transferred pursuant to the scheme of arrangement	-	-
Balance brought forward from the previous year	608.39	408.52
Amount available for appropriation	704.03	616.87
Appropriations:
Equity dividend paid	12.72	8.48
Tax on equity dividend paid	-	-
Debenture redemption reserve	-	-
General reserve	-	-
Balance carried forward	691.31	608.39
Key ratios:
Earnings per share (^)	22.16	47.99
Note: Previous yearâs figures have been regrouped/reclassified wherever necessary to correspond with the current yearâs classification/
disclosure.

2. Performance Review:

During the financial year ended March 31, 2023, orders touched ? 6,817.20 Crores, as against ? 4,548.10 Crores during the year ended March 31, 2022. The orders witnessed healthy growth, reflecting the technology push and continued traction in transformers and system integration. The order backlog at the end of the year stood at ? 7,070.91 Crores (March 31, 2022 was ? 4,672.29), which continued to provide visibility to the future revenue streams. The total income of your Company for the financial year ended March 31, 2023 stood at ? 4,483.65 Crores (March 31,2022 was ? 4,950.90 Crores), reflecting stability of operations in an uncertain market situation. Profit before tax after exceptional items was ? 130.82 Crores (March 31, 2022 was ? 276.59 Crores), mainly impacted due to chips and electronic shortages and commodity price fluctuations. Accordingly, net profit after tax was ? 93.90 Crores (March 31,2022 was

? 203.40 Crores). The earnings per share for the financial year ended March 31,2023, stood at ? 22.16 (March 31, 2022, was ? 47.99).

For detailed analysis of the performance, including industry overview, changes, and outlook, please refer to the Managementâs Discussion and Analysis Report provided in Annexure-A, forming part of this Report.

There has been no change in the nature of business during the financial year under review.

3. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in Annexure-A, forming part of the Annual Report.

4. Glimpse of Rebranding and Consolidation:

Hitachi Energy India Limited (formerly known as ABB Power Products and Systems India Limited) (âthe Companyâ) underwent a significant transformation since its inception with several noteworthy milestones. Firstly, the Scheme of Arrangement (âSchemeâ) which was entered into between (i) ABB India Limited (âINABBâ / âTransferorâ) and (ii) Hitachi Energy India Limited [Formerly known as (ABB Power Products and Systems India Ltd or APPSIL)] (âCompanyâ / âTransfereeâ) and their respective shareholders and creditors, pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013, (âActâ) which provided for inter alia the Demerger of the Power Grids Business of INABB (âDemerged Undertakingâ) and the consequent issuance of equity shares by your Company to the shareholders of INABB as per the share entitlement ratio, which was approved by the National Company Law Tribunal, Bengaluru Bench (âNCLTâ) on November 27, 2019, allowed Hitachi Energy India Limited to concentrate its resources on its core business areas, enhance operational efficiency, and maximize value for its stakeholders.

In addition, 3,17,86,256 equity shares aggregating 75% of the paid-up capital of your Company was transferred from ABB Asea Brown Boveri Ltd to ABB Ltd by way of dividend in kind, and subsequently from ABB Ltd to Hitachi Energy Ltd (formerly known as Hitachi ABB Power Grids AG) as contribution in kind (as disclosed by the Shareholders) on February 05, 2021.

Consequent to this, your Company underwent a name change from âABB Power Products and Systems India Limitedâ to âHitachi Energy India Limitedâ with effect from November 12,2021, following the rebranding of its parent Company as Hitachi Energy Ltd. and in keeping with itsâ vision of becoming a part of Hitachi Energy group. This change reaffirms your Companyâs commitment to advance a sustainable energy future for all in India. With its new brand name - Hitachi Energy India - the business will be able to effectively position its pioneering technologies and services to existing and future customers expanding beyond the grid -opening up a breadth of opportunities in areas such as sustainable mobility and smart life, and contributing further economic, environmental and social value. In continuation to the change in name of the Company, the Memorandum of Association and Articles of Association of your Company were also amended involving name change and the financial year of the Company was changed from January 01 - December 31 to April 01 - March 31. Necessary approvals from various regulatory authorities, as applicable in this regard was secured by the Company from time to time.

Furthermore, on December 28, 2022, Hitachi Ltd., an ultimate parent entity of the Company has completed the previously announced acquisition of ABB Ltd.âs remaining 19.9% equity stake in Hitachi Energy Ltd., a Joint Venture that was formed from ABBâs Power

Grids business in 2020. Thus, Hitachi Ltd. now holds 100% of the equity stake in Hitachi Energy Ltd., (Zurich, Switzerland), which is the holding Company which presently holds 75% stake in your Company. The solid commitment from Hitachi to the announced acquisition of the remaining shares of Hitachi Energy ahead of plan will help in accelerating and enabling the agile and committed team to support customers and partners addressing the global challenge of the energy transition, while continuing to deliver strong financial performance and creating value.

5. Dividend & Reserves:

Declaration and payment of dividend:

The Board of Directors has recommended a final dividend of ? 3.40 (Three Rupees and Forty Paise only) per equity share for the financial year ended March 31, 2023 on 4,23,81,675 equity shares of ? 2 each, fully paid.

The dividend recommended is in accordance with the Companyâs Dividend Distribution Policy.

Dividend Distribution Policy:

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Companyâs website https://www.hitachienergy.com/in/en/investor-relations/corporate-governance#policies

Book Closure:

The Register of Members and Share Transfer Books of the Company will remain closed from August 11,2023 to August 17, 2023 (both days inclusive) to determine the eligible shareholders to receive the dividend for the year ended March 31,2023 and accordingly, the record date for dividend will be Thursday, August 10, 2023.

Unclaimed dividends:

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report.

Transfer to Investor Education and Protection Fund:

As per the applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years and the

shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the Demat account created by IEPF Authority.

Further, pursuant to the Scheme of Arrangement [entered into between (i) ABB India Limited (âINABBâ/âTransferorâ) and (ii) Hitachi Energy India Limited (Formerly known as ABB Power Products and Systems India Limited) (âthe Companyâ) and their respective shareholders and creditors] approved by NCLT vide its order dated November 27, 2019, the Company directly allotted 1,07,421 Equity Shares to the shareholders of ABB India Limited in accordance with the Share Entitlement Ratio pertaining to the relevant shares of ABB India Limited lying with IEPF.

Accordingly, the dividend declared for the financial period 2021-22 and financial year 2022-23 pertaining to the shares remaining with IEPF authorities has also been transferred to the Investor Education and Protection Fund account from time to time.

The details of the above are provided on the website of the Company at: https://www.hitachienergy.com/in/en/ investor-relations/shareholder-information#iepf

Transfer to Reserves:

For the financial year under review, your Company has proposed not to transfer any amount to the General Reserves.

6. Share Capital:

As of March 31,2023, the authorized share capital of the Company was ? 10 Crores comprising of 5,00,00,000 equity shares of ? 2 each, and the paid-up equity share capital as of March 31, 2023, was ? 8.48 Crores comprising of 4,23,81,675 equity shares of ? 2 each.

7. Material Changes and Commitment affecting the Financial Position:

While the economy was in the grip of Covid-19 for the past two years, the Company maintained business continuity, showed remarkable endurance in difficult times, and ensured its customers met all mission-critical project timelines. Furthermore, the Ukraine situation, semiconductor shortages, and supply chain disruptions continue to weigh on the economy and our sector in particular. Despite the fact that the number of current cases of Covid-19 has decreased significantly, there are still concerns about a sustained economic recovery due to a variety of other impacting variables.

With this, there were no material changes affecting the financial position of the Company that took place after the close of the financial year 2022-23 till the date of this

Report. Also, there has been no change in the nature of business of the Company.

Update on COVID-19:

While the severity of the disease due to COVID-19 has reduced because of increased vaccination, as immunity may wane over a period of time, there is a risk of further waves and the emergence of highly transmissible and more virulent variants.

In the situation of the COVID-19 pandemic, vaccination camps were organized across the Company locations in coordination with hospitals, for employees, their families, third party(ies), as well as contract staff. Regular engagement and monitoring enabled a quick completion of both vaccination doses along with booster doses.

8. Subsidiary/ Joint Venture or Associate Company:

During the financial year under review, the Company did not have any subsidiary, joint venture or associate Company.

9. Expansion/ Addition of new manufacturing facilities:

Your Company added new manufacturing facilities, the details of which are provided under Management Discussion and Analysis section of this Report.

10. Credit Rating:

The Company had outstanding short-term borrowings of ? 275 Crores as on March 31,2023 utilized from the established credit lines with banks.

CRISIL Ratings Limited has reaffirmed the long-term and short-term credit ratings for ? 6000 Crores bank facilities (enhanced from ? 5000 Crores) of the Company.

CRISIL has assigned âCRISIL A1 â as Short-Term Rating and assigned âCRISIL AAA/Stableâ ratings as a LongTerm Rating effective from July 08, 2022.

The Companyâs financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of this Boardâs Report.

11. Board of Directors and Key Managerial Personnel:

As at March 31,2023, the Board of Directors comprised 6 Directors of which 1 is Executive Director, 2 are Non-Executive Directors and 3 are Non-Executive, Independent Directors.

â¢ Mr. Nuguri Venu (DIN: 07032076), Managing Director and Chief Executive Officer is the Executive Director.

â¢ Mr. Ismo Antero Haka (DIN:08598862) and Mr. Achim Michael Braun (DIN:08596097) are the Non-Executive, Non- Independent Directors.

â¢ Mr. Mukesh Butani, Ms. Akila Krishnakumar and Ms. Nishi Vasudeva are the independent Directors.

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

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

Key Managerial Personnel:

Appointment/ Re-Appointment of Directors:

Based on the recommendations of the Nomination & Remuneration Committee (NRC) and Board of Directors, the shareholders at the third Annual General Meeting held on July 22, 2022, approved the re-appointments of:

â¢ Mr. Achim Michael Braun (DIN:08596097), Non-Executive Director who retired by rotation.

â¢ Mr. Mukesh Butani (DIN: 01452839), Ms. Akila Krishnakumar (DIN: 06629992) and Ms. Nishi Vasudeva (DIN: 03016991) as an independent Directors for a second term of five (5) years effective from December 24, 2022, to December 23, 2027.

â¢ Mr. Nuguri Venu (DIN: 07032076), Managing Director and CEO of the Company for a further period of five (5) years effective from December 2, 2022 to December 1, 2027.

Details of Directors, Key Managerial Personnel and Composition of various Committees of the Board are provided in the Corporate Governance Report forming part of this report.

Change in Composition of Board of Directors:

Ms. Nishi Vasudeva (DIN: 03016991) has resigned from the position of Independent Director of the Company effective from May 24, 2023.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their Meeting held on May 24, 2023, approved the appointment of Ms. Meena Ganesh (DIN: 00528252) as an Additional Director in the capacity of Independent Director for a term of 5 (five) years, effective from May 24, 2023 to May 23, 2028, subject to approval of the Shareholders of the Company at the ensuing Annual General Meeting. The necessary Resolution for her appointment is being placed for

the approval of Shareholders as part of the Notice convening the 4^th Annual General Meeting.

Further, in accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. Ismo Antero Haka (DIN: 08598862), Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

A brief resume of Ms. Meena Ganesh and Mr. Ismo Antero Haka proposed to be appointed and re-appointed respectively, including the nature of their expertise in specific functional areas and names of the Companies in which they hold Directorship/ Membership/ Chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirement Regulations, 2015 is provided as an annexure to the Notice convening the 4^th Annual General Meeting.

Declaration of Independent Directors:

The Companyâs Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have registered their names in the Independent Directorsâ Databank.

The Independent Directors have also given their undertaking stating that they are not aware of any event or incident that exists or might reasonably be anticipated that could impair or damage their capacity to fulfil their duties objectively and independently.

Familiarization Program for Independent Directors:

The Company has implemented a program to familiarize its Independent Directors. The programâs primary objective is to familiarise Independent Directors on our Board with the Companyâs business, industry in which the Company operates, business model, challenges, and so on, through a variety of programmes that include regular meetings with our business leads and functional heads, as well as interaction with subject matter experts within the Company.

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Companyâs website at https://www.hitachienergy. com/in/en/investor-relations/board-of-directors

Selection and Procedure for Nomination and Appointment of Directors and Nomination and Remuneration Policy of the Company:

The Nomination and Remuneration Committee (NRC) of the Company is entrusted to determine the criteria for the requirements of the Board. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

The details of the Nomination and Remuneration Policy are mentioned in the report on Corporate Governance and the same is also placed on the Companyâs website at https://www.hitachienergy.com/in/en/investor-relations/ board-of-directors

Annual Performance Evaluation of the Board:

The Board, along with the Nomination and Remuneration Committee, has approved a performance evaluation framework in the form of a questionnaire for annual evaluation of the Board, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBIâs Guidance Note on Board Evaluation.

Further, the performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held during the year.

The questionnaire was circulated to all the Board members of the Company in a transparent and confidential manner. The key parameters considered for Board evaluation were Board Membership, Boardâs Culture and Relationships with Key Constituencies, Board Responsibilities, Decision Making and Board Committees. During the evaluation process, the Directors have given ratings of either âStrongly agreeâ / âAgreeâ on various assessment questions.

A consolidated report was shared with the Chairman of the Board for his review and feedback to each Director.

12. Board Meetings:

During the year under review, the Board of Directors of the Company met four (4) times on the following dates:

â¢ May 26, 2022 (adjourned and concluded on May 27, 2022)

â¢ July 21,2022

â¢ November 4, 2022

â¢ February 6, 2023

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on May 26, 2022.

Committees of the Board:

As required under the Act and the Listing Regulations, the Company has constituted the following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Risk Management Committee

v. Corporate Social Responsibility

vi. Environment, Social and Governance (ESG) Committee

A detailed note on the composition of various Committees of the Board and their Meetings including the terms of references are given in the Corporate Governance Report forming part of this Boardâs Report.

Further, pursuant to resignation of Ms. Nishi Vasudeva and appointment of Ms. Meena Ganesh as an Independent Director of the Company, the Board of Directors at their Board Meeting held on May 24, 2023, has reconstituted the composition of certain Committees with effect from May 24, 2023.

13. Directorsâ Responsibility Statement:

The Board of Directors hereby confirms that:

a. in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d. they have prepared the annual financial statements on a going concern basis.

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

14. Corporate Governance Report:

The Company is committed to upholding the highest standards of Corporate Governance and follows the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ). In addition, the Company has included various best governance practices.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from M/s V. Sreedharan & Associates, Practicing Company Secretaries confirming compliance is annexed as Annexure-C, forming an integral part of this Report.

15. Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Registration No. 101049W/ E300004) were appointed as Statutory Auditors, for a period of five years, to hold office from the conclusion of first Annual General Meeting until the conclusion of the sixth Annual General Meeting at such remuneration as may be mutually agreed amongst by the Board of Directors and the Statutory Auditors.

There are no qualifications or adverse remarks in the Statutory Auditorâs Report for the financial statements for the financial year ended March 31, 2023, which requires any explanation from the Board of Directors.

16. Cost Audit and Cost Auditors of the Company:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Ashwin Solanki & Associates, Cost Accountants (Registration No: 100392) as Cost Auditor of the Company, for the financial year 2023-24 for conducting the audit of the cost records maintained by your Company.

A certificate from M/s. Ashwin Solanki & Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if

made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder and they are not disqualified to be appointed as Cost Auditor.

A Resolution seeking Shareholdersâ approval for remuneration payable to Cost Auditor forms part of the Notice convening the fourth Annual General Meeting of your Company and same is recommended for your consideration. Cost Audit and Compliance reports for the financial period 2021-22 were filed with the Registrar of Companies, within the prescribed time limit.

17. Secretarial Audit:

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, the Board of Directors of the Company have appointed BMP & Co. LLP (LLPIN: AAI-4194), Company Secretaries, Bengaluru, to conduct the Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report (Form MR-3) for the financial year ended March 31, 2023, is annexed as Annexure-D forming an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

18. Secretarial Standards:

19. Branch Offices:

During the year under review, the Company has branch offices in Nepal, Bangladesh and Sri Lanka. All these branch offices are operational. The branch offices are undertaking business operations in respective countries. The branches play a key role in supporting the Company to penetrate the market by providing local support for various business activities.

Through these branches, your Company is engaged with a wide spectrum of customers (Utilities, Industries, Distributors, OEMs etc.) in their respective countries.

20. Branch Auditors:

in this regard, the Company has secured the Shareholdersâ approval at its Third Annual General Meeting held on July 21, 2022 for authorizing the Board of Directors/ Audit Committee to appoint Branch Auditors for any branch office of the Company from time to time.

The Board of Directors at their Meeting held on February 6, 2023 has appointed the following branch auditors for the Branch Offices of the Company to conduct the audit for the financial year 2022-23:

Branch office of the Company	Name of Branch Auditors
	Md. Abdus Satter Sarkar, FCA, Partner of
Bangladesh Branch	Mahfel Huq & Co., Chartered Accountants (Firm Registration Number: P-46323)
	Keerthi Mihiripenna & Co, Chartered
Sri Lanka Branch	Accountants (Firm Registration Number: WP 1419 ), Colombo
	Shashi Satyal, Partner of TR Upadhya & Co.,
Nepal Branch	Chartered Accountants (Firm Registration Number: 6)

21. Environment, Social and Governance (ESG) Committee and Business Responsibility and Sustainability Report (BRSR):

The Company is on a continuous improvement journey for creating long-term value for its stakeholders.

in accordance with the guidance note for Environment, Social and Governance Reporting issued by the SEBi, the Company has constituted the Environment, Social and Governance (ESG) Committee at its Board Meeting held on October 22, 2021.

Further, the sustainability initiatives taken by the Company including sustainable development goals from an environmental, social and governance perspective is available on the Companyâs website and can be accessed at https://www.hitachienergy.com/in/ en/sustainabilitv/sustainabilitv-overview

22. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company.

23. Deposits:

24. Particulars of Loans, Guarantees or Investments:

During the financial year under review, the Company has not granted any Loans, Guarantees, or made investments within the meaning of Section 186 of the Act.

25. Borrowing Limits:

The Board of Directors of your Company, at their Meeting held on May 24, 2023 has approved and recommended to the Shareholders for approval to increase the existing borrowing limits of the Company from ? 6,000 Crores to ? 6,500 Crores by enhancing the fund based limit by ? 500 Crores. As a result, the revised borrowing limits would be ? 6,500 Crores (Rupees Six Thousand Five Hundred crores only) consisting of ? 1,500 Crores towards fund based limits and ? 5,000 Crores towards non-fund based borrowings facilities.

The Resolution for increase in borrowing limits of the Company is subject to approval of the Shareholders in the ensuing 4th Annual General Meeting of the Company.

26. Related Party Transactions:

The Board of Directors has adopted a policy on Related Party Transactions. The objective is to ensure proper approval, disclosure, and reporting of transactions as applicable, between the Company and any of its related parties. The policy on related party transactions is available at https://www.hitachienergv.com/in/en/ investor-relations/corporate-governance#policies

Particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this Report as Annexure-E. Further details of related party transactions are provided in Notes to Financial Statements.

There were no materially significant related party transactions that could have potential conflict with the interests of the Company at large.

Details of the transaction(s) of the Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under Para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

27. Internal financial control systems and their adequacy:

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention

and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically. The details of Internal Control System and their adequacy are provided in the Management Discussion and Analysis section forming part of this report.

28. Audit Committee:

During the year under review, there was no change in the composition of the Audit Committee. The powers and role of the Audit Committee are included in the Corporate Governance Report, which forms an integral part of the Boardâs Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

29. Reporting of frauds:

There was no instance of fraud during the financial year under review, reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors that were required to be reported to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

30. Whistle Blower Policy/ Vigil Mechanism:

The Company has adopted a whistle blower policy/ vigil mechanism for Directors, Employees and third parties to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct, leak of unpublished price sensitive information and related matters.

This mechanism also provides adequate safeguards against the victimization of whistle blowers who avail of the mechanism. The whistle blowers may also access their higher level/ supervisors and/ or the Audit Committee. The Whistle Blower Policy is available at https://www.hitachienergy.com/in/en/investor-relations/ corporate-governance#policies

31. Risk Management Policy:

The Company has in place the Risk Management Policy and constituted the Risk Management Committee as required under the Companies Act, 2013 and Regulation 21 of SEBI Listing Regulations.

The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report and Managementâs Discussion and Analysis Report forming part of this Report.

32. Corporate Social Responsibility (CSR):

During the year under review, the Company has spent ? 1.63 Crores on CSR activities (both ongoing and other than ongoing projects). The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-F forming an integral part of this Report.

33. Annual Return:

Pursuant to Section 92(3) of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company has placed a copy of the annual return on its website and the same is available at https://www.hitachienergy.com/ in/en/investor-relations/general-meetings#annual-generalmeeting

34. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars relating to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, is provided in Annexure-G forming an integral part of this Report.

35. Particulars of Employees including Remuneration of Directors and Employees:

The details related to remuneration and other details of the employees drawing remuneration under 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 forms part of this Report. None of the employees listed as per above are related to any Director / KMP of the Company.

In terms of Section 136(1) of the Companies Act, 2013 and the Rules made there under, the Annual Report is being sent to the Shareholders and others entitled thereto excluding the aforesaid disclosure. Any Shareholder interested in obtaining the same may write to the Company Secretary & Compliance Officer at investorsQhitachienergv.com.

36. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has also constituted an Internal Complaints Committee (ICC) for reporting and conducting inquiries into the complaints made by the victim on harassment at the workplace. Throughout the year, training and awareness events are held to instill sensitivity towards creating a respectful workplace.

During the financial year under review, no complaints pertaining to sexual harassment of women employees were received. Further, the Company has a web portal known as âHitachi Energy Ethics Web Portalâ wherein employees can report/ raise the workplace harassment concerns/ related incidents. The complaints as received via this Portal was redressed and brought to the attention of the Audit Committee of the Board from time to time.

37. Insolvency and Bankruptcy Code, 2016:

During the financial year under review, neither any application nor any proceeding was initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Fractional Shares:

Pursuant to the Scheme of Arrangement, entered into between (i) ABB India Limited (âINABBâ/ âTransferorâ) and ii) the Company (âCompanyâ/ âTransfereeâ) and their respective shareholders and creditors, in accordance with the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013, the Company has allotted shares of the Company to the shareholders of ABB India Limited in accordance with the share entitlement ratio.

Out of the total shares allotted to the shareholders of ABB India Limited, the Company allotted 9,266

Equity shares (pursuant to fractional entitlements of Members of ABB India Limited as per share entitlement ratio) to Hitachi Energy India Limited Fractional Shares Trust 2019 (âTrustâ) on December 24, 2019. Catalyst Trusteeship Limited (âCatalystâ) is acting as Trustee to the Trust effective April 30, 2020.

The total amount paid as on March 31,2023, stood at ? 61.17 Lakhs consisting of 19,894 Members eligible for the value of such fractional shares and the total amount remained unpaid as on March 31,2023 stood at ? 2.11 Lakhs pertaining to 725 Members eligible for the value of such fractional shares.

Further, on November 26, 2022, a reminder letter was sent through registered post to all unpaid shareholders wherein the Company has requested the unclaimed shareholders to claim the unclaimed fractional share sale proceeds by submitting the Letter-Cum-Indemnity in the format shared with them.

39. Acknowledgements:

The Board of Directors wishes to place on record their appreciation for all the guidance and cooperation received from its parent Company and all its customers, members, suppliers, investors, shareholders, vendors, partners, bankers, associates, government authorities and other stakeholders for their consistent support to the Company in its operations.

The Board of Directors also records their appreciation of the dedication of all the employees at all levels and their commitment to ensuring that the Company continues to grow.

By order of the Board

For Hitachi Energy India Limited

(Formerly known as ABB Power Products and Systems

India Limited)

Achim Michael Braun

Chairman

DIN: 08596097

Place: Bengaluru

Date: May 24, 2023

Mar 31, 2022

Your Directors have pleasure in presenting their Third Annual Report and Audited Accounts for the financial period ended March 31, 2022.

1. Financial results:		(Amount in INR Crores)
Particulars	01.01.2021 to 31.03.2022	01.01.2020 to 31.12.2020
Profit before tax and exceptional items	240.74	171.78
Profit before tax and after exceptional items	276.59	136.28
Tax expense:
- Current tax	87.83	60.12
- Deferred tax	(14.64)	(23.64)
Profit after tax (1)	203.40	99.80
Other comprehensive income / (loss) (net of tax) (2)	4.95	(6.04)
Total (1 2)	208.35	93.76
Balance brought forward from previous year	408.52	315.82
Transition adjustment due to adoption of Ind AS 116 âLeasesâ	-	(1.06)
Amount available for appropriation	616.87	408.52
Appropriations:
Equity dividend paid	8.48	-
Tax on equity dividend paid	-	-
Debenture redemption reserve	-	-
General reserve	-	-
Balance carried forward	608.39	408.52

2. Dividend:

Your Directors recommend payment of final dividend at the rate of INR 3.00/- (Rupees Three only) per equity share for the financial period ended March 31, 2022 on 4,23,81,675 equity shares of INR 2/- each fully paid.

3. Performance review:

During the financial period ended March 31,2022, orders touched INR 4,548.1 crore as against INR 3,217.7 crore as on December 31, 2020. The orders witnessed a healthy growth reflecting the technology push and continued traction in transformers and system integration. The order backlog at the end of the year stood at INR 4,672.3 crore (December 31, 2020 was INR 4,954.8 crore) which continued to provide visibility to the future revenue streams. The total income for your Company for the financial period ended March 31, 2022 stood at INR 4,950.9 Crore (December 31, 2020 was INR 3,438.9 crore), reflecting stability of operations in an uncertain market situation. Profit before tax after exceptional items was INR 276.6 Crore (December 31, 2020 was INR 136.3 crore). Accordingly, net profit after tax was INR 203.4 crore (December 31, 2020 was INR 99.8 crore). The earnings per share for the financial period ended March

31,2022, stood at INR 47.99 (December 31,2020 was INR 23.55).

For detailed analysis of the performance, including industry overview, changes and outlook please refer to the Managementâs Discussion and Analysis Report provided in Annexure - A, forming part of this Report.

There has been no change in the nature of business during the financial period under review.

4. COVID-19:

To protect our people during the COVID-19 pandemic, your Company decided to test, treat, track, vaccinate, conform to COVID appropriate behavior and reinforce awareness. Through a solid Company-wide governance consisting of teams at the country and local levels, the program was rolled out, communicating safety protocols and enforcing safe behavior. In addition to regular sanitization of facilities and travel guidance, masks were provided to all employees and vaccination drives were organized for all employees and their families. Random screening and mass testing of employees was conducted to identify, isolate and treat. Tracking was done for all contacts of COVID positive cases and quarantine was

enforced. All employees testing COVID positive were given treatment and home isolated; in case of aggravated problems they were admitted in hospitals and their progress and health status was monitored by doctors. Oxygen concentrators were procured and deployed to employeesâ homes, for those that required oxygen until they got admitted in the hospital. In addition, a tie-up with external agency was put in place for home care services, diagnostic support and admissions and follow-up of all positive cases. To support employees through these trying times, besides 24x7 health care support by medical professionals, mental health and psychological care was prioritized through an employee assistance program. Regular webinars and virtual awareness sessions were conducted for families by company doctors and external experts and resilience trainings were organized.

Your Company managed delivery with resilience through pandemic-imposed challenges - factory lockdowns, geographic lockdowns, supply chain disruptions, mobility restrictions, and demonstrated a credible performance, thanks to a best-in-class manufacturing base and globally respected technology portfolio managed by your Company.

Preserve business continuity

Your Company maintained business continuity through tenuous times, and ensured its customers met timelines of all mission critical projects. As things began to normalize, employees returned to work, the Company redesigned workspaces and deployed new work-flow protocols to ensure social distancing and reduced physical contact. Extra shifts were added to space out the work as required.

5. New Factories in pipeline:

Self-reliance is becoming key in the increasingly volatile geo-political landscape. Your Company actively worked towards increasing its market share in the high voltage segment with investment in portfolio expansion in the Gas Insulated Switchgear (GIS) space. According to International Energy Agency (IEA), India will need to add a grid equivalent the size of European Union by 2040. Such expansions are catering to the potential generated by this growth.

Further, as per the recommendation from the Central Electricity Authority (CEA), all major utilities are likely to switch to GIS from air insulated switchgear to conserve space, meet power demand and ensure grid reliability and sustainability. As the electrical grid expands and reaches remote corners, the national utility was also considering the switch from conventional bushings to safer and durable dry bushings for transformer. Your Company has established a local manufacturing base of dry bushings, at your Companyâs facility in Maneja, Vadodara in anticipation of this growing opportunity.

Your Company is increasing the capacity of medium voltage capacitors. This unit proposed to be in Doddaballapur Industrial Area, Bengaluru, will also cater to low and medium voltage power quality panels and R&D. It will have state-of-the-art processes including robotic painting and automatic conveyor systems to address advance needs of safety and quality.

Investments for these facilities are being made out of internal cash accruals. For your Company, these investments will bring operational efficiency and improve its market competitiveness. They will also generate additional volume and EBIT.

6. Demerger of the Power Grids Business:

A. Scheme of Arrangement:

A Scheme of Arrangement (âSchemeâ) was entered into between (i) ABB India Limited (âINABBâ / âTransferorâ) and ii) your Company (âCompanyâ / âTransfereeâ) and their respective shareholders and creditors, pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013, (âActâ) which provided for inter alia the Demerger of the Power Grids Business of INABB (âDemerged Undertakingâ) and the consequent issuance of equity shares by your Company to the shareholders of INABB as per the share entitlement ratio.

The Scheme was approved by your Board of Directors pursuant to its resolution dated March 5, 2019 and the Board of Directors of INABB pursuant to its resolution dated March 5, 2019. Pursuant to an order dated June 27, 2019, passed by the National Company Law Tribunal, Bengaluru Bench, (âNCLTâ), meetings of the equity shareholders and the creditors of INABB were convened. The equity shareholders and the creditors of INABB approved the Scheme at court convened meetings, each held on August 9, 2019. The NCLT approved the Scheme on November 27, 2019. The Appointed Date of the Scheme was April 1,2019 and the Effective Date was December 1, 2019.

The Scheme provided for the transfer by way of a demerger of the Demerged Undertaking and the consequent issue of equity shares by your Company to the Members of INABB in accordance with the share entitlement ratio, and various other matters consequential or integrally connected therewith, including the re-organisation of the share capital of the Transferee, pursuant to Sections 230 to 232 of the Act, the SEBI circulars and in compliance with the Income Tax Act, 1961.

B. Acquisition and disposal of shares related to Promoter and Promoter Group:

3,17,86,256 equity shares aggregating 75 percent of the paid-up capital of your Company was

transferred from ABB Asea Brown Boveri Ltd. to ABB Ltd. by way of dividend in kind, and subsequently from ABB Ltd. to Hitachi Energy Ltd. (formerly known as Hitachi ABB Power Grids AG) as contribution in kind (as disclosed by the Members) on February 05, 2021.

179 Equity shares (representing 0.0004% of paid-up share capital) were tendered in the open offer that concluded on September 2020 were acquired by ABB Switzerland Ltd. Out of 179 shares tendered in the open offer, 1 share in physical form was transferred to ABB Switzerland Ltd., during quarter ended December 31, 2020. The said Equity share which was held in physical form as on March 31,2021 was converted into demat form and credited into demat account of ABB Switzerland Ltd., during the quarter ended June 30, 2021.

During the quarter ended June 30, 2021, ABB Switzerland Ltd., one of the promoters of the Company divested 179 (one hundred and seventy nine) equity shares, in accordance with the requirements of Rule 19(2)(b) and Rule 19(A) of the Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of the SEBI Listing Regulations, 2015 read with paragraph 2(a) and paragraph (3) of the SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/43/2018 dated February 22, 2018 in order for the Company to ensure compliance with the minimum public shareholding requirements specified under law.

Consequent to such divestment, the promoter shareholding is 3,17,86,256 equity shares and public shareholding is 1,05,95,419 equity share which is equivalent to 75% and 25% of the total paid-up capital of the Company respectively.

C. Change in name of the Company:

During the period under review, following the recent rebranding of your Companyâs parent company to Hitachi Energy, and in keeping with its vision of becoming a part of Hitachi Energy group, the name of the Company was changed to âHitachi Energy India Limitedâ. The rebranding comes as one of the many actions being undertaken as part of transition into Hitachi Energy group. The new name - Hitachi Energy India Limited - reflects the Companyâs pioneering technologies and services to existing and future customers expanding beyond the grid -opening up a breadth of opportunities in areas such as sustainable mobility and smart life, and contributing further economic, environmental and social value.

Consequent to the postal ballot exercise and Companyâs application for name change, the Registrar of Companies, Karnataka, Ministry of Corporate Affairs had issued the fresh certificate of

incorporation dated November 12, 2021 confirming change in the name of the Company from âABB Power Products and Systems India Limitedâ to âHitachi Energy India Limitedâ

effective from November 12, 2021. This change in name also involved consequent amendment of Memorandum of Association and Articles of Association of the Company.

The security name of the Company on BSE Limited and National Stock Exchange of India Limited is Hitachi Energy India Limited with BSE scrip code â543187â and NSE scrip symbol âPOWERINDIAâ.

D. Amendment of Memorandum of Association and Articles of Association of the Company:

During the financial period under review, consequent to the change in name of the Company, the Memorandum of Association and Articles of Association of your Company were also amended to reflect new name.

E. Change in Financial year of the Company:

Your Companyâs financial year for the previous year was from January 01, 2020 to December 31, 2020.

However, during the financial period under review, and subsequent to the transfer of shares held by promoters from ABB Asea Brown Boveri Ltd., to ABB Ltd., and then to Hitachi Energy Ltd. (formerly known as Hitachi ABB Power Grids Ltd.), given that the financial year of Hitachi Energy Ltd., is April -March and to enable alignment of the financial year of your Company with that of its current Promoter company - Hitachi Energy Ltd. (formerly known as Hitachi ABB Power Grids Ltd.), the Board of Directors at their meeting held on February 26, 2021 had approved the change of financial year of the Company from January 01 - December 31 to April 01 - March 31. Consequently, the reporting financial year was changed from January 01,2021 - December 31, 2021 to January 01, 2021 - March 31, 2022 (15 months period) and, thereafter, the financial year of the Company would be from April 01 to March 31 of every year. Therefore, first half year of the Company was from January 01, 2021 to June 30, 2021 (6 months) and second half year of the Company was from July 01, 2021 to March 31, 2022 (9 months period) and going forward, the first half year of the Company would be from April 01 to September 30, and the second half year of the Company would be from October 01 to March 31. Based on the above, your Company had published statement of assets and liabilities as at June 30, 2021 and statement of cash flows for six months ended June 30, 2021 pursuant to applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, your Company had not published statement of assets and liabilities as at December 31, 2021 and statement of cash flows for twelve months ended December 31,2021. During the period under review, based on the directions received from Regional Director, South East Region, your Company had filed an application with the Regional Director seeking approval for change of financial year and the Company has received such approval from Regional Director, South East Region for change of financial year as stated above.

7. Annual Return:

The Annual Return of the Company as on March 31,2022 in Form MGT - 7 in accordance with Section 92(3) of the Companies Act 2013 (the Act) read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at: https://www. hitachienergy.com/in/en/investor-relations/general-meetings#annual-general-meeting

8. Board and Committee meetings held during the period:

During the financial period under review, seven (7) meetings of the Board of Directors were held. The details of Board and Committee meeting dates are furnished in the Corporate Governance Report.

9. Independent Directors and compliance on criteria of independence by the Independent Directors:

The following Independent Directors were appointed during the financial year 2019 and the Board is of the view that they have adequate expertise, experience and proficiency.

Mr. Mukesh Butani holds a bachelorâs degree in commerce from Mumbai University. He is a certified Chartered Accountant from The Indian Institute of Chartered Accountants of India. He founded BMR Legal Advocates, a tax law firm in India. He has expertise in taxation laws.

Ms. Akila Krishnakumar is an alumnus of Birla Institute of Technology and Sciences. She was previously the president - global technology and country head of Sun Gard, which was acquired by Fidelity National Information Services, Inc. She has expertise in diverse business profiles.

Ms. Nishi Vasudeva holds a bachelorâs degree in economics from Delhi University and is an alumnus of Indian Institute of Management, Kolkata. She was the Chairperson and Managing Director of Hindustan Petroleum Corporation Limited till March 2016. She has expertise in diverse business profiles.

All Independent Directors of your Company have given declarations to the Company under Section 149 (7) of the

Act that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). All Independent Directors of your Company have also given declarations to your Company under Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of management. The Independent Directors have affirmed compliance with the Code of Conduct, as on March 31,2022. The Independent Directors also affirmed compliance under Section 150 with regard to Independent Directors databank enrollment. During the financial period under review, two separate meeting of the Independent Directors was held on February 26, 2021 and March 15, 2021.

The familiarization programme was organised during the financial period 2021-22 and details are available on the website of the Company at: https://www.hitachienergy. com/in/en/investor-relations/board-of-directors

10. Management Discussion and Analysis Report (MDAR):

The Management Discussion and Analysis Report (MDAR) is annexed as Annexure - A to this report.

11. Nomination and Remuneration Policy of the Company:

The Board of Directors re-constituted the Nomination and Remuneration Committee (âNRCâ) at their meeting held on February 26, 2021. The Nomination and Remuneration Policy of your Company for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report.

As and when need arises to appoint Director, the Nomination and Remuneration Committee (NRC) of the Company will determine the criteria based on the specific requirements. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate. Director(s) appointment and remuneration will be as per Nomination and Remuneration Policy of the Company.

The salient features of the Nomination and Remuneration Policy of the Company has been disclosed in the Corporate Governance Report, which is a part of this report. The said Policy is available on the Companyâs website on https:// www.hitachienergy.com/in/en/investor-relations/board-of-directors.

A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - B, forming part of this report.

12. Dividend Distribution Policy:

As required under Regulation 43A of the Listing Regulations, your Company has a policy on dividend distribution. This policy can be accessed on your Companyâs website at https://www.hitachienergy.com/ in/en/investor-relations/corporate-governance

13. Particulars of loans, guarantees or investments under Section 186 of the Act:

During the financial period under review, your Company has not granted any loans, guarantees or investments within the meaning of Section 186 of the Act.

14. Amount, if any, proposed to be transferred to Reserves:

For the financial period under review, your Company has proposed not to transfer any amount to the General Reserves.

15. Material changes and commitments, if any, affecting the financial position of the Company, having occurred since the end of the year and till the date of this report and disclosures:

Other than those mentioned in this Report, there has been no material changes and commitments, affecting the financial position of your Company having occurred between the end of the financial year to which the financial statements relate and the date of this Report.

16. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure - C, forming part of this report.

17. Risk Management Policy:

Your Company has a Risk Management Policy and constituted the Risk Management Committee as required under Companies Act 2013 and Listing Regulations. The Risk Management committee was reconstituted by the Board of Directors at their meeting held on February 26, 2021. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management.

The details and the process of Risk Management are provided as part of Managementâs Discussion and Analysis which forms part of this Report. Further, the salient features of the Risk Management Policy of the Company has been disclosed in the Corporate Governance Report, which is a part of this report.

18. Corporate Social Responsibility initiatives:

The Board of Directors had constituted a Corporate Social Responsibility (CSR) Committee as required under the Act. Composition of the Committee and other details are provided in Corporate Governance Report which forms part of this Report.

The Companyâs focus on CSR activities are predominantly in the areas of promotion of gender equality and empowerment of women in engineering workforce, endorse education, employability & healthcare, social impact projects, support national disaster management, other Government initiatives and aid in sustainable development goals. Your Company has implemented various CSR projects directly and/or through implementing partners and the projects undertaken by your Company are in accordance with Schedule VII of the Act. During the financial period under review, your Company has partially spent the required amount on CSR activities and could not spend the complete amount as per statutory requirements due to COVID-19 pandemic and balance unspent amount will be spent in current financial year 2022-23. However, the unspent amount has been transferred to a dedicated bank account. Details of amount spent/unspent for the financial year 2020 and for the financial period 2021-22 as applicable has been provided in CSR report.

Further, detailed report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure - D, forming part of this Report.

19. Annual evaluation of Board, its Committees and Individual Directors:

The Board of Directors has carried out an annual evaluation of its performance, its Committees and Directors for the financial period 2021-22 (January 2021 to March 2022) in FY 2022-23 pursuant to the requirements of the Act and the Listing Regulations. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings. The questionnaire was revised to enable more comprehensive evaluation.

The key parameters considered for Board evaluation for financial period 2021-22 are Board Membership, Boardâs culture and relationship with key constituencies, Board Responsibilities, decision making and Board Committees. During evaluation process, the Directors have given rating of either âStrongly agreeâ / âAgreeâ on various assessment questions for financial period 2021-22 which is very encouraging.

The performance of the committees was also evaluated after seeking inputs from the committee members and key management persons other executives on the basis of criteria such as the composition of committees, independence of each Committee, frequency of meetings and time allocated for discussions at meetings, effectiveness of committee meetings.

Further, the Independent Directors, at their exclusive meeting held during the financial period, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations. Further, the annual evaluation for FY 2020 was carried out in financial period FY 2021-22.

20. Audit Committee:

The details pertaining to composition of the Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this Report. The Board has accepted all recommendations of Audit Committee, made during the financial period under review.

21. Related Party Transactions:

The Board of Directors have adopted a policy on Related Party Transactions. The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between your Company and any of its related parties.

All contracts or arrangements with related parties, entered into or modified during the financial period under review were at armâs length basis and in the ordinary course of the Companyâs business except for the transactions reported in Form AOC-2. The transactions falling within the definition of Related Party Transaction under the provisions of Section 188 of the Companies Act, 2013 (the Act), requiring disclosures to be made in Form AOC-2 pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure - E, forming part of this report.

All contracts or arrangements with related parties were entered into only with prior approval of the Audit Committee, except transactions which qualified as Omnibus transactions as permitted under law.

Transactions with related parties, as per requirements of Indian Accounting Standard have been disclosed in the accompanying financial statements.

During the period under review, benchmarking review of Related party transactions was carried out by Price Waterhouse & Co LLP (PwC) basis the recommendation of Audit committee and Board of Directors.

Further, pursuant to the recent amendments in the provisions related to Related Party Transactions as

amended by SEBI, the Company has revised the existing Policy on Related Party Transactions. Your Companyâs Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companyâs website at: https://www.hitachienergy.com/in/en/ investor-relations/corporate-governance

Hitachi Energy Ltd. (formerly known as Hitachi ABB Power Grids Ltd.) is holding 75% shares in your Company as on March 31, 2022. The details of transactions with promoter/promoter group holding 10 percent or more shares have been disclosed in the accompanying financial statements and in AOC 2.

22. Environment, Social and Governance (ESG) Committee and Business Responsibility and Sustainability Report:

Your Company is dedicated towards reduction of carbon footprint and for its social and employees welfare and governance causes. The Company has constituted the Environment, Social and Governance (ESG) Committee in the Board meeting held on October 22, 2021. The charter and objectives of this Committee were adopted by the Committee and Board of Directors during the financial period under review. The work under ESG was commenced during financial period under review. As per SEBI Circular dated May 10, 2021, Business Responsibility Report has been replaced with a more comprehensive reporting process under Business Responsibility and Sustainability Report for the top 1000 listed companies (by market capitalization) and reporting under this was optional for the financial period under review and mandatory from the financial year 2022-23. However, your Company has voluntarily adopted this report for reporting the ESG matters for the financial period under review.

The details of the performance and reporting under ESG is included under Business Responsibility and Sustainability Report which is forming part of this report.

23. Reporting of frauds:

There was no instance of fraud during the financial period under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

24. Transfer to Investor Education and Protection Fund:

Pursuant to the Scheme of Arrangement (entered into between your Company, ABB India Limited and their respective Members and Creditors) approved by NCLT vide its order dated November 27, 2019, your Company on December 24, 2019, allotted equity shares to the Members of ABB India Limited. Out of 4,23,81,675 Equity shares allotted, 1,07,421 Equity Shares were directly

allotted to the IEPF account as a consequence of issue of Equity Shares by your Company to the shareholders of ABB India Limited in accordance with the Share Entitlement Ratio. Further, with regard to dividend declared in the second Annual General Meeting held on May 27, 2021, INR 2,13,136 (after deduction of taxes) relating to 1,07,421 Equity shares was directly credited into Investor Education and Protection Fund Authority account on May 31, 2021.

9,266 Equity Shares arising out of fractional shares were sold on July 27, 2020 and out of which 73.20 equity shares were pertaining to IEPF and corresponding net amount INR 49,932.30/- (after deduction of taxes) was deposited into Investor Education and Protection Fund Authority account on August 3, 2020.

Except for the reasons aforementioned with regard to transfer of shares and credit of amounts to IEPF account directly, since your Company was incorporated on February 19, 2019 and not over seven years, no other amount or shares were required to be transferred into IEPF account under Section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time.

Web-addresses of the Company where details of shares transferred to IEPF authority is disclosed: https://www. hitachienergy.com/in/en/investor-relations/shareholder-information

Details of Nodal Officer: Mr. Poovanna Ammatanda, General Counsel and Company Secretary.

25. Particulars of Employees including Remuneration of Directors and Employees:

The information on employee particulars, as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are disclosed in Annexure - F. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding this Annexure. This Annexure shall be provided to Members on a specific request made in writing to the Company. The said information is available for inspection by the Members of the Company on any working day upto the date of the 3^rd Annual General Meeting.

26. Directorsâ Responsibility Statement:

To the best of knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Act, that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed

along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2022, and of the profit and loss of the Company for the year ended on that date;

c. they have taken proper and sufficient care 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;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

27. Disclosure on confirmation with the Secretarial Standards:

Your Directors confirm that the applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

28. Corporate Governance Report and Certificate:

As required under Regulation 34(3) read with Schedule V (C) of the Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V (E) of the Listing Regulations from M/s V. Sreedharan & Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance are provided in Annexure - G and Annexure - H respectively, forming part of this report.

29. Secretarial Audit:

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company engaged the services of M/s. BMP & Co. LLP, Company Secretaries, Bengaluru, to conduct the Secretarial Audit of your Company for the financial period ended March 31,2022. The Secretarial Audit Report in Form MR-3 and Secretarial Compliance certificate is provided in Annexure - I, forming part of this report.

30. Whistle Blower Policy/Vigil Mechanism:

Your Company has adopted a vigil mechanism / whistle blower policy for Directors, Employees and third parties to report their concerns about unethical behaviour, actual or suspected fraud or violationof the Companyâs Code of conduct, leak of unpublished price sensitive information and related matters. The mechanism provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism. The whistle blowers may also access their higher level/supervisors and/or the Audit Committee.

The Whistle Blower Policy / Vigil Mechanism is available on your Companyâs website: https://www. hitachienergy.com/in/en/about-us/integrity/reporting-channels/whistleblower-protection-policy

31. Directors and Key Managerial Personnel:

During the financial period under review, there were changes in the constitution of the Board. The Board is duly constituted with a mix of Executive, Non-Executive and Independent Directors.

Subsequent to the transfer of 75% shares held by promoters from ABB Asea Brown Boveri Ltd., to ABB Ltd., and then to Hitachi Energy Ltd., (formerly known as Hitachi ABB Power Grids Ltd.,), the Board of Directors at their meeting held on February 25, 2021 appointed Mr. Achim Michael Braun (DIN:08596097) as Additional Director (Non-Executive and Non- Independent) and subsequently as Chairman of the Board and of your Company and Mr. Ismo Antero Haka (DIN:08598862) as Additional Director (Non-Executive and Non-Independent Director) of your Company both representing Hitachi Energy Ltd (formerly known as Hitachi ABB Power Grids Ltd), Mr. Nuguri Venu, the current Managing Director and Chief Executive Officer was also nominated representing Hitachi Energy Ltd and this was taken note of in the Board meeting held on February 25, 2021. Both Mr. Achim Michael Braun and Mr. Ismo Antero Haka have been appointed as Director liable to retire by rotation. Further, the proposal for regularisation of their appointment was also placed for approval of the Members of the Company in the Second Annual General Meeting held on May 27, 2021. At the meeting of the Board of Directors held on February 26, 2021, Mr. Nuguri Venu, Managing Director was designated as Managing Director and Chief Executive Officer. Mr. Mukesh Butani, Ms. Akila Krishnakumar and Ms. Nishi Vasudeva continued as NonExecutive and Independent Directors during the financial period under review.

Mr. Frank Duggan and Mr. Sanjeev Sharma resigned as Directors w.e.f. February 25, 2021 due to the reconstitution of the Board of Directors. Your Directors place on record their sincere appreciation of the valuable contribution made by them during their tenure as Directors.

In accordance with the provisions of the Companies Act, 2013 read with Articles of Association of the

Company, Mr. Achim Michael Braun (DIN:08596097), Director, is retiring by rotation at the ensuing Annual General Meeting of the Company, and being eligible, has offered himself for re-appointment.

Mr. Mukesh Butani (DIN: 01452839), Ms. Akila Krishnakumar (DIN: 06629992) and Ms. Nishi Vasudeva (DIN: 03016991) will be completing their first term as Independent Directors of the Company on December 23, 2022 and your Directors have proposed their re-appointment for a second term of five years commencing from December 24, 2022 to December 23, 2027 subject to the approval of the Members in the ensuing Annual General Meeting. The Independent Directors have given their consent for re-appointment and they have not been disqualified for re-appointment as Independent Directors for a second term of five years.

Further, based on the recommendations from the Nomination and Remuneration Committee, your Directors have proposed the re-appointment of Mr. Nuguri Venu (DIN: 07032076), Managing Director and CEO of the Company for a further period of five years with effect from December 2, 2022.

The Notice convening the Third Annual General Meeting includes the proposals for the re-appointment of the Directors. Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been provided as an annexure to the Notice convening the Third Annual General Meeting. Your Directors of the view that the Independent Directors have adequate experience and proficiency. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

During the financial period under review as on March 31, 2022 and as on date, Mr. Nuguri Venu, Managing Director and Chief Executive Officer, Mr. Ajay Singh, Chief Financial Officer, and Mr. Poovanna Ammatanda, General Counsel, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

Details of Directors, Key Managerial Personnel and Composition of various Committees of the Board are provided in the Corporate Governance Report forming part of this report.

32. Deposits:

During the financial period under review, your Company did not accept any deposit within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

33. Share Capital and Debt structure:

There was no change in the share capital during the financial period under review.

Out of 4,23,81,675 equity shares allotted on December 24, 2019, your Company allotted 9,266 Equity shares (pursuant to fractional entitlements of Members of ABB India Limited as per share entitlement ratio) and the shares were allotted to APPSIL Fractional Shares Trust 2019 which was constituted specifically to hold the shares on behalf of the entitled Members of fractional shares in accordance with the Scheme of Arrangement and the same was sold in the market in financial year

2020. The sale proceeds were distributed amongst the entitled Members.

Pursuant to a resolution passed by the members of your Company in the Second AGM held on May 27,

2021, Members accorded approval to increase the existing borrowing limit to INR 6,000 crores, notwithstanding that money so borrowed together with the monies already borrowed by the Company, if any (apart from temporary loans obtained from the Companyâs bankers in ordinary course of business) exceed the aggregate of the paid-up capital of the Company, its free reserves and securities premium.

The Company had outstanding short term borrowings of INR 125 crores as on March 31, 2022 utilized from the established credit lines with banks. CRISIL has assigned âCRISIL A1 (Assigned)â as Short Term Rating and âCRISIL AAA/Stable/ (Assigned) as Long Term Rating forâ the bank facilities of the Company with effect from January 04, 2021.

34. Adapting to the new norm:

Incorporating the learnings from the past year, your Company continued to engage with its customers, leverage digital tools and keep its teams agile and protected to maintain business continuity in the new norm.

Your Company deployed digital solutions for ensuring timely deliveries with remote factory acceptance tests, commissioning and product service and trainings. Over 400 RFATs were conducted across utilities and industries customers, for approval and processing of solutions from various businesses - High Voltage, Grid Automation and Transformers.

Ensuring that your Companyâs customer engagement stayed high, your Company conducted numerous virtual technical webinars, attended by participants from utilities, industries, transport and infrastructure segment across countries. Your Company continued to solidify its presence across virtual, hybrid and physical thought leadership dialogues in T&D, EV and data centers, as the market opened up.

Also as a result of this opening up, the Company increased its focus on diversifying and strengthening its

talent base as people returned to the job market and were seeking to be a part of a larger purpose and sustainable future.

Your Company strengthened its manufacturing capabilities. Expansion of 145 kilovolt ELK04 GIS product line in Savli, Gujarat, a feeder factory module assembly and an High Voltage test setup in Savli, Gujarat will enable cost reduction of ELK03 420 kV GIS products through local production. This will tap into the Indian transmission and distribution sector - poised to register a CAGR of 5.5 percent for the next five years -meet present and future demand of substation systems. The additional traction transformers capacity will help meet imminent demand from locomotives both domestically as well as abroad.

Your Company locally manufactures over 80% of Hitachi Energyâs portfolio, with India as the manufacturing base of five global products. In line with the focus on selfreliance in a volatile world, while your Company diversify its supply chains, your Company also continue to invest in building local footprint and capabilities for manufacture of technology intensive offerings - augmenting the grid integration technology such as regulating device used on alternating current electricity transmission networks and power quality products to enable power transfer with the lowest environmental impact.

In keeping with the Governmentâs renewable ambitions and plans to integrate electric mobility, the Company is commensurately adding to its digital portfolio -IdentiQâ¢, OceaniQâ¢ - along with enhancing its remote monitoring, analytics and services offered by the power consulting business.

As a pioneering technology leader, your Companyâs purpose is to advance a sustainable energy future for all for todayâs generations and those to come, thus placing our commitment firmly in enabling the Governmentâs 2070 carbon neutral vision.

35. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

During the financial period under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of your Company.

36. Internal financial control systems and their adequacy:

The details on Internal financial control systems and their adequacy are provided in the Managementâs Discussion and Analysis which forms part of this Report.

37. Disclosure as per the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules there under. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the financial period under review, no case was reported.

38. Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Registration No. 101049W/ E300004) were appointed as Statutory Auditors, for a period of five years, to hold office from the conclusion of first Annual General Meeting until the conclusion of sixth Annual General Meeting at such remuneration as may be mutually agreed amongst by the Board of Directors and the Statutory Auditors.

There are no qualifications or adverse remarks in the Statutory Auditorâs Report for the financial statements for the financial period ended March 31, 2022 which requires any explanation from the Board of Directors.

39. Cost Audit and Cost Auditors of the Company:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Ashwin Solanki & Associates, Cost Accountants (Registration No: 100392) as Cost Auditor of the Company, for the financial year 2022-23, on a remuneration as stated in the Third Annual General Meeting Notice dated May 27, 2022 for conducting the audit of the cost records maintained by your Company.

A certificate from M/s. Ashwin Solanki & Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder and they are not disqualified to be appointed as Cost Auditor. A resolution seeking Membersâ approval for remuneration payable to Cost Auditor forms part of the Notice convening the 3^rd Annual General Meeting of your Company and same is recommended for your consideration. Cost Audit and Compliance reports for the year 2020 were filed with the Registrar of Companies, within the prescribed time limit.

40. Subsidiary/Joint Venture or Associate Company:

Your Company did not have any subsidiary, joint venture or associate Company during the financial period under review.

41. Names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year:

During the period under review, no company has become or ceased to be subsidiaries, joint ventures or associate companies.

42. Branch Offices:

Your Company had completed opening of branch office in Bangladesh in the financial year 2020. During the period under review, opening of branch office in Sri Lanka and Nepal was completed. All these branch offices are operational. The branch offices are undertaking business operations in respective countries. The branches play a key role in supporting your company penetrate these markets, by providing local support for various business activities. Through these branches, your company is engaged with a wide spectrum of customers (Utilities, Industries, Distributors, OEMs etc.) in their respective countries.

Consequent to change in name of the Company as mentioned elsewhere in this Boardâs Report, the name change for Sri Lanka and Nepal branch office was completed during financial period under review. The name change of Bangladesh branch office is in progress.

43. Branch Auditors:

In terms of provisions of sub-section (8) of Section 143 of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. Membersâ approval is being sought vide item No. 10 of the Notice convening the ensuing Annual General Meeting, for authorizing the Board of Directors / Audit Committee to appoint Branch Auditors for the purpose of auditing the accounts maintained at the Branch Offices of the Company and also to fix their remuneration.

44. Insolvency and Bankruptcy Code, 2016:

During the financial period under review, neither any application nor any proceeding was initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

45. Settlements with Banks or Financial Institutions:

During the financial period under review no settlements were made by the Company with any Banks or Financial Institutions.

46. Fractional Shares:

Pursuant to Scheme of Demerger, your Company had also allotted fractional shares totaling to 9,266 Equity

shares (out of total 4,23,81,675 Equity shares allotted on December 24, 2019) to APPSIL Fractional Shares Trust 2019 on December 24, 2019. Catalyst Trusteeship Limited (âCatalystâ) was appointed subsequently on April 30, 2020 as the Trustee to handle fractional shares. 9,266 Equity shares pertaining to 20,619 Members were sold on July 27, 2020 for gross amount totalling to INR 80.39 Lakhs The tax deducted at source aggregated to INR 17.12 Lakhs and net amount for distribution was INR 63.27 Lakhs. The distribution of net proceeds commenced from August 3, 2020 through online/ cheque mode.

The total amount paid as on March 31, 2022 stood at INR 61.17 lakhs consisting of 19,894 Members eligible for the value of the such fractional shares and the total amount remained unpaid as on March 31,2022 stood at INR 2.10 lakhs pertaining to 725 Members eligible for the value of the such fractional shares.

47. Acknowledgements:

The Board of Directors take this opportunity to thank your Companyâs parent company, customers, members, suppliers, bankers, associates, Central and State Governments and employees at all levels for their support and co-operation extended to your Company during the financial period under review.

For and on behalf of Board of Directors For Hitachi Energy India Limited

(formerly known as ABB Power Products and Systems India Limited)

Achim Michael Braun

Chairman

DIN: 08596097

Place : Bengaluru Date : May 27, 2022

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

IFSC Code
Currency

More Information on Hitachi Energy India Ltd.

Hitachi Energy India Ltd. Tools
Bulk Deals
Block Deals
Hitachi Energy India Ltd. Company Details
Company Profile
Company History
Management Team
Capital Structure
Product Mix
Banker/Auditor/Registrar
Company History
BSE Price History
NSE Price History
Hitachi Energy India Ltd. Key Financial Ratios
Ratios
Hitachi Energy India Ltd. Results
Quarterly Results
Half Yearly Results
Nine Months Results
Annual Results
Hitachi Energy India Ltd. Financial Data
Audited Results
Cash Flow
Balance Sheet
Hitachi Energy India Ltd. Reports
Accounting Policies
Auditors Report
Directors Report
Notes To Account
Hitachi Energy India Ltd. Corporate Announcements
Book Closure
Dividend
Board Meetings
Change of Name

Notifications

Settings

Clear Notifications

Notifications

Use the toggle to switch on notifications

Block for 8 hours
Block for 12 hours
Block for 24 hours
Don't block

Gender

Select your Gender

Age

Select your Age Range

Sign Out

Directors Report of Hitachi Energy India Ltd.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

2. PERFORMANCE REVIEW:

3. MANAGEMENT DISCUSSION AND ANALYSIS:

4. QUALIFIED INSTITUTIONAL PLACEMENT (QIP):

5. SHARE CAPITAL:

6. DIVIDEND & RESERVES:

b) Dividend Distribution Policy:

c) Book Closure:

d) Transfer to Investor Education and ProtectionFund:

e) Transfer to Reserves:

7. MATERIAL CHANGES AND COMMITMENTAFFECTING THE FINANCIAL POSITION:

8. SUBSIDIARY/ JOINT VENTURE OR ASSOCIATECOMPANY:

9. EXPANSION/ ADDITION OF NEW MANUFACTURINGFACILITIES:

10. CREDIT RATING:

11. BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

Key Managerial Personnel:

Appointment/ Re-Appointment of Directors:

Declaration of Independent Directors:

Familiarization Program for Independent Directors:

Annual Performance Evaluation of the Board, itsCommittees and individual Directors:

12. BOARD MEETINGS:

Committees of the Board:

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

14. CORPORATE GOVERNANCE REPORT:

15. STATUTORY AUDITORS:

16. COST AUDIT AND COST AUDITORS OF THECOMPANY:

17. SECRETARIAL AUDIT:

18. SECRETARIAL STANDARDS:

19. BRANCH OFFICES:

20. BRANCH AUDITORS:

23. DEPOSITS:

24. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS:

25. BORROWING LIMITS:

26. RELATED PARTY TRANSACTIONS:

27. INTERNAL FINANCIAL CONTROL SYSTEMS ANDTHEIR ADEQUACY:

28. AUDIT COMMITTEE:

29. REPORTING OF FRAUDS:

30. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

31. RISK MANAGEMENT POLICY:

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

33. ANNUAL RETURN:

37. INSOLVENCY AND BANKRUPTCY CODE, 2016:

39. FRACTIONAL SHARES:

40. ACKNOWLEDGEMENTS:

Achim Michael Braun

1. Financial Summary and Highlights:

2. Performance Review:

3. Management Discussion and Analysis:

4. Glimpse of rebranding and consolidation:

Re-classification of Promoter/Promoter Group entities of the Company:

5. Dividend & Reserves:

a) Declaration and payment of dividend:

b) Dividend Distribution Policy:

c) Book Closure:

d) Unclaimed dividends:

e) Transfer to Investor Education and Protection Fund:

f) Transfer to Reserves:

6. Share Capital:

7. Material Changes and Commitment affecting the Financial Position:

8. Subsidiary / Joint Venture or Associate Company:

9. Expansion / Addition of new manufacturing facilities:

10. Credit Rating:

11. Board of Directors and Key Managerial Personnel:

Key Managerial Personnel:

Change in Composition of Board of Directors:

Appointment/ Re-appointment of Directors:

Declaration of Independent Directors:

Familiarization Program for Independent Directors:

Selection and Procedure for Nomination and Appointment of Directors and Nomination and Remuneration Policy of the Company:

Annual Performance Evaluation of the Board, its Committees and individual Directors:

12. Board Meetings:

Committees of the Board:

13. Directorsâ Responsibility Statement:

14. Corporate Governance Report:

15. Statutory Auditors:

16. Cost Audit and Cost Auditors of the Company:

17. Secretarial Audit:

26. Related Party Transactions:

27. I nternal financial control systems and their adequacy:

d) Transfer to Investor Education and Protection
Fund:

7. MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION:

8. SUBSIDIARY/ JOINT VENTURE OR ASSOCIATE
COMPANY:

9. EXPANSION/ ADDITION OF NEW MANUFACTURING
FACILITIES:

11. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Annual Performance Evaluation of the Board, its
Committees and individual Directors:

16. COST AUDIT AND COST AUDITORS OF THE
COMPANY:

24. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

13. Directorsâ Responsibility Statement: