Siemens Energy India Ltd Auditor Reports

Examination Report on Restated Financial Information in connection with the proposed listing of equity shares of Siemens Energy India Limited

Dear Sirs,

1. This report is issued in accordance with the terms of our agreement dated April 08, 2025.

2. Pursuant to the request from the Company vide email dated April 02, 2025 (the "Companys Request"), we have examined the attached Restated Financial Information, expressed in Indian Rupees (in millions) of Siemens Energy India Limited (hereinafter referred to as the "Company" or the "Issuer"), comprising:

(a) the "Restated Statement of Assets and Liabilities" as at March 01, 2025 and September 30, 2024 (enclosed as Annexure I);

(b) the "Restated Statement of Profit and Loss (comprising of profit and other comprehensive income)" for the period October 01, 2024 to March 01, 2025 and February 07, 2024 (date of incorporation) to September 30, 2024 (enclosed as Annexure II);

(c) the "Restated Statement of Changes in Equity" for the period October 01, 2024 to March 01, 2025 and February 07, 2024 (date of incorporation) to September 30, 2024 (enclosed as Annexure III);

(d) the "Restated Statement of Cash Flows" for the period October 01, 2024 to March 01, 2025 and February 07, 2024 (date of incorporation) to September 30, 2024 (enclosed as Annexure IV);

(e) the "Notes to Restated Financial Information" for the period October 01, 2024 to March 01, 2025 and February 07, 2024 (date of incorporation) to September 30, 2024 (enclosed as Annexure V); and

(f) Statement of Adjustments (enclosed as Annexure VI); (hereinafter together referred to as the "Restated Financial Information"), prepared by the Management of the Company for the purpose of inclusion in the Draft Information Memorandum and Information Memorandum in connection with the proposed listing of equity shares ("Proposed Listing") of the Company in accordance with the requirements of:

i. Paragraph 5 of Section A of Part II of the Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 issued by the Securities and Exchange Board of India ("Master Circular");

ii. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations") issued by the Securities and Exchange Board of India (the "SEBI"); and

iii. the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI") (the "Guidance Note").

The said Restated Financial Information has been approved by the Board of Directors of the Company at their meeting held on April 11, 2025 for the purpose of inclusion in Draft Information Memorandum and Information Memorandum and initialed by us for identification purposes only.

Managements Responsibility for the Restated Financial Information

3. The preparation of the Restated Financial Information, for the purpose of inclusion in Draft Information Memorandum and Information Memorandum to be filed with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), in connection with the Proposed Listing, is the responsibility of the Management of the Company. The Restated Financial Information has been prepared by the Management of the Company on the basis of preparation stated in Note 1.1 (A) to the Restated Financial Information. The Managements responsibility includes designing, implementing and maintaining internal control relevant to the preparation and presentation of the Restated Financial Information. The Management is also responsible for identifying and ensuring that the Company complies with the Master Circular, SEBI ICDR Regulations and the Guidance Note.

Auditors Responsibilities

4. Our work has been carried out at the Companys Request, considering the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information in accordance with the Guidance Note and other applicable authoritative pronouncements issued by the ICAI, and considering the requirements of the Master Circular and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Master Circular, the SEBI Regulations and the Guidance Note in connection with Proposed Listing.

5. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

6. The Restated Financial Information, expressed in Indian Rupees in millions, has been prepared by the Companys management from:

(a) Audited Special Purpose Interim Financial Statements of the Company as at March 01, 2025 and for the period October 01, 2024 to March 01, 2025 prepared in accordance with the recognition and measurement principles of Indian Accounting Standard 34 (‘Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 (the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, except that comparative financial information is not disclosed pursuant to exemption available to the Issuer under Paragraph (A) (i) of Clause 11(I) of Part A of Schedule VI of the SEBI ICDR Regulations, and other accounting principles generally accepted in India (the "Special Purpose Interim Financial Information") which have been approved by the Board of Directors at their meeting held on April 11, 2025.

(b) Audited Financial Statements of the Company as at September 30, 2024 and for the period February 07, 2024 (date of incorporation) to September 30, 2024, prepared in accordance with the Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, which have been approved by the Board of Directors at their meeting held on November 14, 2024.

7. For the purpose of our examination, we have relied on

(a) Auditors report issued by us on the Special Purpose Interim Financial Statements of the Company as at March 01, 2025 and for the period October 01, 2024 to March 01, 2025, as referred to in Paragraph 6(a) above, on which we issued an unmodified opinion vide our report dated April 11, 2025.

(b) Auditors report issued by us on the Financial Statements of the Company as at September 30, 2024 and for the period February 07, 2024 (date of incorporation) to September 30, 2024 as referred to in Paragraph 6(b) above, on which we issued an unmodified opinion vide our report dated November 14, 2024.

8. We have not audited any financial statements of the Company as of any date or for any period subsequent to March 01, 2025. Accordingly, we do not express any opinion on the financial position, results or cash flows of the Company as of any date or for any period subsequent to March 01, 2025.

Opinion

9. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information:

a. have been prepared in accordance with the Master Circular, the SEBI ICDR Regulations and the Guidance Note;

b. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/ reclassifications and other adjustments retrospectively (as disclosed in Annexure VI to the Restated Financial Information) for the period from February 07, 2024 (date of incorporation) to September 30, 2024, to reflect the same accounting treatment as per the material accounting policy information and grouping/ classifications followed as at March 01, 2025 and for the period October 01, 2024 to March 01, 2025; and

c. does not contain any qualifications in the auditors reports which require any adjustments.

10. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Special Purpose Interim Financial Statements and the audited financial statements mentioned in paragraph 7 above.

11. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us on the Special Purpose Interim Financial Statements and the audited financial statements of the Company, nor should this be construed as new opinion on any of the financial statement referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

Emphasis of Matter

13. The Auditors report issued by us dated April 11, 2025 on the Special Purpose Interim Financial Statements of the Company as at March 01, 2025 and for the period October 01, 2024 to March 01, 2025 included the following Emphasis of Matter paragraph, which has been reproduced below:

"Note 44 to the Special Purpose Interim Financial Statements regarding the scheme of arrangement (the "Scheme") between the Company, Siemens Limited and their respective shareholders and creditors, as approved by the National Company Law Tribunal (‘NCLT) vide its Order dated March 25, 2025, which has been given effect to in the Special Purpose Interim Financial Statements considering the accounting impact from the date of incorporation of the Company (i.e., February 07, 2024) in accordance with ‘Appendix C to Ind AS 103 "Business Combinations".

Our opinion is not modified in respect of these matters."

(Note 44 referred above has been reproduced as Note 44.1 to the Restated Financial Information in Annexure V).

Restriction on Use

14. This Report has been issued at the request of the Board of Directors of the Company to whom it is addressed solely for inclusion in the Draft Information Memorandum and Information Memorandum to be filed by the Company with the BSE Limited and National Stock Exchange of India Limited in connection with the proposed listing of equity shares of the Company and should not be used by any other person or used, circulated, quoted, or otherwise referred to for any other purpose, nor is it to be filed with or referred to in whole or in part orally or in any document. Price Waterhouse Chartered Accountants LLP does not accept or assume any liability or any duty of care for any other purpose or to any person other than the Company.