Hitachi Energy India Ltd Directors Report

Dear Members,

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

	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 (RS)	90.36	38.64

2. PERFORMANCE REVIEW:

During the financial year ended

March 31, 2025, orders touched RS18,173.80 Crores as against RS5,536.30 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 RS19,245.95 Crores

(March 31, 2024 was RS7,229.53 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 RS6,442.10 Crores (March 31, 2024 was RS5,246.78 Crores), reflecting stability of operations. Profit before tax was RS516.39 Crores (March 31, 2024 was RS221.70 Crores). Accordingly, net profit after tax was RS383.98 Crores (March 31, 2024 was RS163.78 Crores). The earnings per share for the financial year ended March 31, 2025 stood at RS90.36 (March 31, 2024 was RS38.64).

For detailed analysis of the performance, including industry overview, changes and outlook, please refer to the Managements 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 (“SEBI

Listing Regulations”), is presented in Annexure-A, forming part of the Boards 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 Indias 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 Companys businesses and ongoing projects, it was assessed that the Company would require sufficient funds to cater 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

RS4,200 Crores and had recommended the same for the approval of the Shareholders. Further, the Board has constituted a Committee known as “Fund

Raise Committee” 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 RS 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 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 RS2 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 (“SEBI ICDR Regulations”) 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 RS 11,507 per equity share, including a premium of RS11,505 per equity share post considering a discount of RS 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 RS2,520.82 Crores, pursuant to the QIP of equity shares. Due to the such growth 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 RS10 Crores comprising of 5,00,00,000 equity shares of RS2 each and the issued, subscribed and paid-up equity share capital as of March 31, 2025, was RS8.92 Crores comprising of 4,45,72,363 equity shares of RS2 each.

During the year under review, the Company issued and allotted 21,90,688 equity shares to eligible

QIBs at the issue price of RS11,507 per equity share, including a premium of RS11,505 per equity share post considering a discount of RS605.50 per equity share (i.e., 5% of the floor of approximately RS2,520.82 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 RS2 each to 4,45,72,363 equity shares of RS2 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 ofRS6/- (Rupees Six only) per equity share for the financial year ended March 31, 2025 on 4,45,72,363 equity shares of RS2/- each fully paid.

The dividend recommended is in accordance with the Companys 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 Companys 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 (‘the 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 (“INABB”/“Transferor”) and (ii) Hitachi Energy India Limited (“the Company”) 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.

. 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.

. 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 reaffirmedthe and short-term credit ratings for RS6,000 Crores bank loan facilities of the Company.

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

The Companys 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

Boards 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.

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

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

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

Ammatanda, General Counsel, Company Secretary and Compliance Officer Personnel in accordance with the provisions of long-term 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 6th 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 Companys 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 programs primary objective is to familiarize Independent Directors on our Board with the Companys 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 Companys 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 Companys 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 SEBIs 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, Boards

Culture and Relationships with Key Constituencies, Board Responsibilities, Decision Making and Board Committees. During the evaluation process, the Directors have given ratings of either ‘Strongly Agree / ‘Agree 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

Boards 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 sufficientcare 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

. operatingeffectively

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 (“SEBI”).

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 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 Auditors Report on the 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 for the

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 6th AGM till the conclusion of the 11th 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^th Annual General Meeting dated May 14, 2025 for conducting the audit of the cost records maintained by your Company.

A certificate from M/s. 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 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. in Nepal,

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),

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 Solanki & Associates, 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

Bangladesh and Sri Lanka.branch

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)qualifiedto 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 Boards Report.

Further, the sustainability initiatives taken by the

Company including sustainable development goals from an environmental, social and governance perspective is available on the Companys 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 RS6,500 Crores (Rupees Six Thousand Five Hundred

Crores only) consisting of RS1,500 Crores towards fund based limits and RS5,000 Crores towards non-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

RS6,500 Crores to RS11,500 Crores by enhancing the non-fund based limit by RS5,000 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 RS1,500 Crores. Accordingly, the Shareholders of the Company provided their approval through

Postal ballot for increase of the aforementioned non-fund based limits by RS5,000 Crores on March 23, 2025.

As a result, the borrowing limits has been increased during the financial year from RS6,500 Crores to RS11,500 Crores consisting of RS1,500 Crores towards fund based limits and RS10,000 Crores towards non-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 Transactions 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 specifiedas Form AOC-2 forms part of this Report as Annexure-E. Further details of Related Party Transactions are provided in Notes tofinancial 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 2024-25, the

Company has obtained the Shareholders approval for certain material Related Party Transactions by passing the Ordinary Resolutions at the

5th 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

RS1,000 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 RS1,000 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 RS1,200 Crores during financial year 2024-25 (i.e., April 01, 2024 to March 31, 2025).

There were no materially significant

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 Companys 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 financialinformation.

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 violationRelatedParty of the Companys 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 Companys 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 Managements 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 Companys website at https:// www.hitachienergy.com/in/en/investor-relations/ corporate-governance#policies.

For the Financial year 2024-25 the Company has spent RS2.69 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 atinvestors@hitachienergy.com.

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 “Hitachi Energy Ethics Web Portal” 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, is not applicable.

39. FRACTIONAL SHARES:

Pursuant to the Scheme of Arrangement, entered into between (i) ABB India Limited (“INABB”/ “Transferor”) and ii) the Company (“Company”/ “Transferee”) 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 (“Trust”) on December 24, 2019. Catalyst Trusteeship Limited (“Catalyst”) is acting as Trustee to the Trust effective April 30, 2020.

The total amount paid as on March 31, 2025, stood at RS 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 RS2.10 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

Annexure - A to Boards Report