CASH FLOW

The Directors have pleasure in presenting the 2^nd Annual Report of your Company and the Audited Financial Statements for the
Financial Year ('FY') ended September 30, 2025.

1. Financial Performance

(' in million)

Particulars 2024-25 2023-24

From From

October 1, 2024 February 7,

to September 2024 (date of
30, 2025 incorporation) to
September
30, 2024
(Previous year)

2. State of the Company's Affairs

i. Demerger of Energy business of Siemens Limited into the Company and details of Share Capital

The Company was incorporated as a wholly owned subsidiary of Siemens Limited on February 7, 2024, to engage in
the energy business. The Authorised and paid-up equity share capital of the Company on the date of incorporation
was ' 0.1 million.

The Board of Directors of the Company and Siemens Limited, at their respective meetings held on May 14, 2024,
inter alia, approved the Scheme of Arrangement between the Company and Siemens Limited ('Demerged Company'
or 'SL') and their respective shareholders and creditors ('Scheme'), providing for the demerger of SL's Energy business
(as defined in the Scheme) into the Company on a going concern basis and various matters incidental thereto,
subject to necessary statutory and regulatory approvals, in compliance with Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013 ('Act') and rules made thereunder, with an objective of an enhanced focus on
Energy related business.

Thereafter, the Board of Directors of the Company, at its meeting held on February 7, 2025, approved an increase
in the Authorised Share Capital of the Company from ' 0.1 million divided into 50,000 equity shares of ' 2 each to
' 800 million divided into 400,000,000 equity shares of ' 2 each and consequently, altered the capital clause of

Memorandum of Association to reflect the revised Authorised Share Capital, which was approved by the Members
at the 1^st Annual General Meeting of the Company held on February 12, 2025.

The Scheme was sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench vide its order dated
March 25, 2025. The Scheme became effective from March 25, 2025 and the appointed date of the Scheme was
March 1,2025.

On April 14, 2025, the Company allotted 356,120,505 equity shares having face value of ' 2 each to the Members
of SL as on the Record Date i.e., April 7, 2025, as per the share entitlement ratio of 1:1 i.e., 1 fully paid-up equity
share of the Company having a face value of ' 2 each for every 1 fully paid-up equity share of ' 2 each held in SL,
as consideration for the Scheme in the manner provided in the Scheme, and accordingly, the entire pre-scheme equity
share capital of ' 0.1 million held by SL in the Company, was reduced and cancelled pursuant to the Scheme and the
Company ceased to be wholly owned subsidiary of SL.

Thereafter, post completion of the necessary formalities and receipt of regulatory approvals, the Company was listed
on BSE Limited and National Stock Exchange of India Limited on June 19, 2025, and with this step, the Company is
positioned to operate with greater agility, transparency and strategic focus in one of the world's most dynamic and
fast-growing energy markets.

The paid-up equity share capital of the Company stood at ' 712.24 million (i.e. ' 712,241,010) divided into
356,120,505 equity shares having face value of ' 2 each as on September 30, 2025.

ii. Operations

The Turnover of the Company was ' 78,267 million for the year ended September 30, 2025 as compared to
' 47,596 million in the previous period (February 7, 2024 to September 30, 2024).

The Company's Profit from Operations before other income and finance costs for the year ended
September 30, 2025 was ' 14,104 million as compared to ' 8,224 million in the previous period
(February 7, 2024 to September 30, 2024).

The Profit after Tax for the year ended September 30, 2025 was ' 11,001 million as compared to ' 6,000 million in the
previous period (February 7, 2024 to September 30, 2024). The Financial Statements of the Company together with
Report of Auditors' thereon forms part of this Annual Report.

3. Dividend

The Board of Directors has recommended a Dividend of ' 4 per equity share having face value of ' 2 each for FY 2024-25.
The Dividend would be paid subject to the approval of the Members at the ensuing 2^nd Annual General Meeting of the
Company to be held on February 13, 2026.

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('LODR'), the Dividend Distribution Policy of the Company is available on the
Company's website at www.siemens-enerqy-india.com/corporate-qovernance-Policies.html.

4. Subsidiaries, Joint Ventures and Associates

The Company does not have any Subsidiaries, Joint Ventures and Associate companies and accordingly, the disclosure in
Form AOC-1 pursuant to first proviso to Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014
as amended, is not applicable to the Company for FY 2024-25.

5. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms
part of this Report as Annexure I.

6. Corporate Governance

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the
Management Discussion and Analysis, which forms part of this Report as Annexure II.

Pursuant to the requirements of LODR, a detailed report on Corporate Governance along with the compliance certificate
thereon forms part of this Report as Annexure III.

General Shareholder Information forms part of this Report as Annexure IV.

7. Directors and Key Managerial Personnel

During FY 2024-25, Mr. Ketan Thaker (DIN: 06666328), resigned as Non-Executive Non-Independent Director of the
Company with effect from April 1, 2025. The Board places on record its appreciation for the valuable contributions made
by Mr. Thaker during his tenure as Non-Executive Non-Independent Director of the Company.

Mr. Sunil Mathur (DIN: 02261944), Non-Executive Non-Independent Director, was elected as Chairman of the Company for
a term of five years with effect from March 25, 2025 to March 24, 2030, by the Board of Directors of the Company.

Mr. Guilherme Vieira De Mendonca (DIN: 09806385) was appointed as the Managing Director and Chief Executive Officer
('MD and CEO') of the Company for a term of five consecutive years from March 25, 2025 to March 24, 2030, by the Board
of Directors of the Company and vide Members approval at the Extraordinary General Meeting held on March 31,2025.

Mr. Harish Shekar (DIN: 10497617) was appointed as Non-Executive Non-Independent Director of the Company with
effect from February 7, 2024 and pursuant to the order dated March 25, 2025 passed by the Hon'ble National Company
Law Tribunal in the said Scheme, certain employees (including Mr. Harish Shekar) of SL were transferred to the Company
with effect from March 1, 2025. By virtue of Mr. Shekar's Non-Executive Non-Independent Directorship in the Company
and transfer of employment to the Company, he was deemed to be the Executive Director of the Company with effect
from March 1,2025 and accordingly, he was appointed as the Executive Director ('ED') of the Company for a term of five
consecutive years from March 1, 2025 to February 28, 2030 and as Chief Financial Officer ('CFO') of the Company from
March 25, 2025 to February 28, 2030, by the Board of Directors and vide Members approval at the Extraordinary General
Meeting held on March 31, 2025.

Mr. Ketan Dalal (DIN: 00003236), Mr. Subodh Kumar Jaiswal (DIN: 08195141) and Ms. Swati Salgaocar (DIN: 03500612)
were appointed as Independent Directors of the Company for their 1^st term of five consecutive years from April 1,2025 to
March 31,2030, vide Members approval at the Extraordinary General Meeting held on March 31,2025.

The Independent Directors have furnished declarations to the Company under Section 149(7) of the Act, confirming that
they meet the criteria prescribed for Independent Directors under Section 149(6) of the Act as well as under LODR and that
their names have been included in the data bank of Independent Directors as prescribed under the Act.

The Board of Directors is of the opinion that Independent Directors possess the necessary expertise, integrity, experience
and proficiency.

Mr. Karl-Heinz Seibert (DIN: 11023036), Dr. Juergen Wagner (DIN: 10101116) and Mr. Tim Holt (DIN: 08742663) were
appointed as Non-Executive Non-Independent Directors of the Company with effect from April 1, 2025, vide Members
approval at the Extraordinary General Meeting held on March 31,2025.

Mr. Vishal Tembe (ICSI Membership No.: A20050) was appointed as the Company Secretary and Compliance Officer ('CS')
of the Company with effect from March 25, 2025, by the Board of Directors of the Company.

At the ensuing 2^nd Annual General Meeting of the Company, Mr. Sunil Mathur, Chairman (Non-Executive Non-Independent
Director) and Mr. Harish Shekar, ED and CFO, retires by rotation, and being eligible, offers themselves for re-appointment.
The resolutions for the above-mentioned re-appointments along with brief profiles form part of the Notice of the
2^nd Annual General Meeting and the said resolutions are recommended for your approval.

Mr. Guilherme Vieira De Mendonca, MD and CEO; Mr. Harish Shekar, ED and CFO; and Mr. Vishal Tembe, CS are the
Key Managerial Personnel of the Company as on the date of this Report.

8. Board Meetings

During FY 2024-25, twelve meetings of the Board of Directors were held. The details of the attendance of Directors at the
Board Meetings are mentioned in the Report on Corporate Governance annexed hereto.

9. Annual Evaluation of the Board, its Committees and Individual Directors

The details of the Annual Evaluation of the Board, its Committees and Individual Directors are mentioned in the Report on
Corporate Governance annexed hereto.

10. Familiarisation Programme

The information regarding familiarisation programme for Independent Directors of the Company is mentioned in the
Report on Corporate Governance annexed hereto.

11. Business Conduct Guidelines

The details regarding compliance of Business Conduct Guidelines of the Company i.e. Code of Conduct for Directors and
Senior Management (including Key Managerial Personnel) are mentioned in the Report on Corporate Governance annexed
hereto.

12. Audit Committee

The Company has an Audit Committee and as required under Section 177(8) read with Section 134(3) of the Act and
the Rules framed thereunder, the composition of the Audit Committee is in line with the provisions of the Act and the
LODR. The details relating to the same are given in the Report on Corporate Governance forming part of this Report.
During FY 2024-25, the recommendations of the Audit Committee were duly accepted by the Board.

13. Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Act and rules framed thereunder, even though the provisions of
Corporate Social Responsibility were not applicable to the Company for FY 2024-25, the Board of Directors has constituted
a Corporate Social Responsibility ('CSR') Committee of Directors comprising of Ms. Swati Salgaocar (Chairperson),
Independent Director; Mr. Karl-Heinz Seibert, Non-Executive Non-Independent Director; Mr. Guilherme Vieira De Mendonca,
MD and CEO; and Mr. Harish Shekar, ED and CFO. The CSR Policy of the Company is placed on the Company's website
at www.siemens-enerqy-india.com/corporate-qovernance-Policies.html.

The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014,
is not applicable to the Company for FY 2024-25.

14. Remuneration Policy

On recommendation of the Nomination and Remuneration Committee, the Company has formulated, amongst others,
a policy on Directors' appointments as well as Remuneration Policy for Directors, Key Managerial Personnel, Senior
Management and other employees. The details of the Remuneration Policy are mentioned in the Report on Corporate
Governance and the same is also placed on the Company's website at www.siemens-energy-india.com/corporate-
governance-Policies.html.

A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure V forming part of
this Report.

15. Vigil Mechanism

As per the provisions of Section 177(9) of the Act and Regulation 22 of LODR, the Company is required to establish a Vigil
Mechanism for Directors and Employees to report genuine concerns. The Company has a Whistleblower Policy in place and
the details of the Whistleblower Policy are provided in the Report on Corporate Governance forming part of this Report.
The Company has disclosed information about the establishment of the Whistleblower Policy on the Company's website at
www.siemens-enerqy-india.com/corporate-qovernance-Policies.html.

16. Risk Management Policy

The Company's Enterprise Risk Management ('ERM') is a company-wide framework of methods and processes used to
identify, assess, monitor and mitigate risks and seize opportunities related to achievement of the Company's business
objectives. The Company's ERM approach is based on the globally accepted 'The Committee of Sponsoring Organizations of
the Treadway Commission' ('COSO') framework i.e. 'ERM - Integrated Framework'. The COSO framework provides a generic
concept which has been customized to reflect Company's requirements.

Major risks identified by the Business Divisions and Corporate Departments are systematically addressed through mitigating
actions on a continuing basis. The Company has a Risk Management Committee in accordance with the requirements of
LODR to, inter alia, monitor the risks and their mitigating actions. The Board of Directors of the Company also reviews the
Risk Assessment and Mitigation Report as and when required.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the
Management Discussion and Analysis, which forms part of this Report.

17. Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors confirm that to the best
of their knowledge and belief:

a) that in the preparation of the Annual Financial Statements for the year ended September 30, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
September 30, 2025 and of the profit of the Company for the year ended on that date;

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

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls are in place and that such internal financial controls were adequate and were
operating effectively;

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

18. Annual Return

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company is hosted on website of the
Company at www.siemens-energy-india.com/annual-reports.html.

19. Particulars of contracts or arrangements with Related Parties

All Related Party Transactions that were entered into by the Company during FY 2024-25 were on arms' length basis.
There are no materially significant Related Party Transactions entered into by the Company with its Promoters, Directors,
Key Managerial Personnel or other Related Parties, which may have a potential conflict with the interest of
the Company at large.

All Related Party Transactions are placed before the Audit Committee for its approval. Prior omnibus approval of
the Audit Committee is obtained for transactions, which are repetitive in nature. A statement giving details of all
Related Party Transactions is placed before the Audit Committee on a quarterly basis. The policy on
Related Party Transactions, as approved by the Board, is available on the Company's website
at www.siemens-enerqy-india.com/corporate-qovernance-Policies.html.

There were no contracts or arrangements or transactions of the Company during FY 2024-25, which were material
or not on arm's length basis and accordingly, the disclosure on Related Party Transactions as required under
Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC-2
is not applicable to the Company.

20. Particulars of Loans, Guarantees or Investments

During FY 2024-25, the Company has not given any loans, provided any guarantees or made any investments under
Section 186 of the Act.

21. Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f) of LODR, the Business Responsibility and Sustainability Report for FY 2024-25 is not
applicable to the Company.

22. Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the
Balance Sheet date.

23. Amount, if any, proposed to transfer to reserves

The Company has not transferred any amount to reserves during FY 2024-25.

24. Employees

The Board of Directors places on record its deep appreciation for the contributions made by the Employees of the Company
at all levels.

The information about Employees' 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,
is provided in the Annexure forming part of the Report. In terms of Section 136 of the Act, the Report and Financial
Statements are being sent to the Members and others entitled thereto, excluding aforesaid Annexure. The
said information is available for inspection by the Members as per the details mentioned in the Notice of the
2^nd Annual General Meeting of the Company. Any Member interested in obtaining a copy of the same may write to the
Company Secretary.

25. Policy on Prevention of Sexual Harassment at Workplace

The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder
and Internal Committee has also been set up to redress complaints received regarding sexual harassment. The details as
required under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 during FY 2024-25 are as under:

1) Number of complaints of sexual harassment received: Nil

2) Number of complaints disposed: Nil

3) Number of cases pending for more than 90 days: Nil

As required under Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Company has complied with the applicable
provisions relating to the Maternity Benefit Act, 1961 during FY 2024-25.

26. Auditors

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and
based on the recommendation of the Board of Directors, the Members of the Company at their 1^st Annual General
Meeting held on February 12, 2025, appointed Price Waterhouse Chartered Accountants LLP, Chartered Accountants
(Firm Registration No. 012754N / N500016) ('PW'), as the Statutory Auditors of the Company for the 1^st term of
five consecutive years i.e., from the conclusion of the 1^st Annual General Meeting till the conclusion of the
6^th Annual General Meeting of the Company.

The Auditors Report dated November 24, 2025, issued by PW for FY 2024-25 does not contain any qualification,
reservation, adverse remark or disclaimer. During FY 2024-25, there were no complaints reported which resulted in
material fraud by the Company or on the Company.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Messrs. Parikh Parekh
& Associates, Practicing Company Secretaries (Firm Registration No. P1987MH010000) ('PPA'), to conduct the
Secretarial Audit of the Company for FY 2024-25 and to furnish their report to the Board of Directors. The Secretarial
Audit Report dated November 24, 2025, is provided as Annexure VI to this Report. The Secretarial Audit Report dated
November 24, 2025, issued by PPA for FY 2024-25 does not contain any qualification, reservation, adverse remark or
disclaimer.

Further, based on the recommendation of the Audit Committee and subject to the approval of the Members of the
Company to be sought at the ensuing 2^nd Annual General Meeting of the Company to be held on February 13, 2026,
the Board of Directors of the Company at its meeting held on November 24, 2025 has appointed PPA as the Secretarial
Auditors of the Company for the 1^st term of five consecutive years i.e., from FY 2025-26 till FY 2029-30, as required
under Regulation 24A of LODR.

PPA has confirmed to the Board of Directors of the Company that they are eligible to be appointed as Secretarial
Auditors of the Company pursuant to the provisions of Section 204 of the Act and Regulation 24A of LODR.

The Board of Directors of the Company recommends to the Members the appointment of PPA as the Secretarial
Auditors of the Company.

c) Cost Auditors

Pursuant to the provisions of Section 148 of the Act and rules made thereunder, the Board of Directors, on
recommendation of the Audit Committee, has re-appointed Messrs. R. Nanabhoy & Co., Cost Accountants
(Firm Registration No. 000010), as the Cost Auditors of the Company, for FY 2025-26, at a remuneration as mentioned
in the Notice of the 2^nd Annual General Meeting and the same is recommended for the consideration and ratification
by the Members.

The Cost Auditors have confirmed that they are not disqualified from being appointed as the Cost Auditors of the
Company and satisfy the prescribed eligibility criteria. As per requirements of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly,
such accounts and records have been maintained in respect of the applicable products for FY 2024-25.

The Cost Audit Report for FY 2024-25 will be filed with the Registrar of Companies within 30 days of receipt or within
180 days from the end of FY, whichever is earlier.

d) Internal Auditors

Pursuant to the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company
has appointed Siemens Technology and Services Private Limited ('STSPL') as the Internal Auditors of the Company.
STSPL is part of global audit department of Siemens AG, Parent Company of the Company. The Internal Auditors have
confirmed that they are not disqualified from being appointed as the Internal Auditors of the Company and satisfy the
prescribed eligibility criteria.

There have been no instances of fraud reported by the Statutory Auditors, Secretarial Auditors, Cost Auditors and
Internal Auditors, to the Audit Committee under Section 143(12) of the Act.

27. Compliance with Secretarial Standards

During FY 2024-25, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and adopted under the Act.

28. Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during FY 2024-25.

29. 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 FY 2024-25, the Company has not made any one-time settlement with the banks or financial institutions and
hence, the same is not applicable to the Company.

30. Material changes and commitment, if any, affecting financial position of the Company from financial
year end and till the date of this report

There have been no material changes and commitments affecting financial position of the Company which have occurred
between the end of the financial year to which the Financial Statements relate and the date of this Report.

31. Significant and Material orders passed by the Regulators or Courts

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and operations of the Company in future.

32. Other Disclosures

a) The Company has not issued any shares with differential voting rights / sweat equity shares during FY 2024-25.

b) The Company has not resorted to any buyback of its equity shares during FY 2024-25.

c) There has been no change in the nature of business of the Company as on the date of this report.

d) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review

and hence, no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

e) During FY 2024-25, there were no loans taken by the Company from the Directors or their relatives.

f) The Company follows the period of October 1 to September 30 as FY. The Central Government through the office of the

Regional Director, Western Region, Mumbai, has vide order dated June 11, 2024 bearing

Ref. no. RD(WR)/2(41)/CFY/Siemens/AA7595029/2024/4748 under Section 2(41) of the Act allowed
the Company to continue with its FY commencing from October 1 and closing on September 30, every year.

33. Acknowledgements

The Board of Directors takes this opportunity to thank Siemens AG - Parent Company, Siemens Limited
(erstwhile Parent Company), Customers, Members, Suppliers, Bankers, Business Partners / Associates and Central and
State Governments for their consistent support and co-operation to the Company.

On behalf of the Board of Directors
For Siemens Energy India Limited

Sunil Mathur

Chairman
DIN:02261944

Navi Mumbai

Monday, November 24, 2025