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 Company's audited financials for the year ended
March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Amount in ' Crores)

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 (“SEBI
Listing Regulations”), 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 “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 '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 (“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 '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 (‘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.

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 ‘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 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.

• 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 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 ‘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
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 (“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 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^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. 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 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:

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 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
'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 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 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 investors@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, therefore, the same
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 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