The Board of Directors are delighted to present the Integrated Annual Report covering the business and operations
of Hitachi Energy India Limited (‘the Company') along with the Company's Audited Financial Statements for the
financial year ('FY') ended March 31, 2026.

In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act'), the Securities and Exchange
Board of India (‘SEBI') (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations'), this Board's Report is prepared based on the standalone financial statements of the Company for the
year under review.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Key highlights of financial performance for the financial year ended March 31, 2026, are summarized as below:

2. PERFORMANCE REVIEW:

During the financial year ended March 31, 2026,
orders touched ' 18,456.50 Crores as against
' 18,173.80 Crores during the financial year ended
March 31, 2025. 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 ' 29,555.33 Crores (March 31,
2025, was ' 19,245.95 Crores) which continued
to provide visibility to the future revenue streams.
The total income for your Company for the financial
year ended March 31, 2026, stood at ' 8,387.63
Crores (March 31, 2025, was ' 6,442.10 Crores),
reflecting stability of operations. Profit before tax

was ' 1,320.92 Crores (March 31, 2025, was
' 516.39 Crores). Accordingly, net profit after
tax was ' 987.84 Crores (March 31, 2025, was
' 383.98 Crores). The earnings per share for the
financial year ended March 31, 2026, stood at
' 221.63 (March 31, 2025, was ' 90.36).

For detailed analysis of the performance, including
industry overview, changes and outlook, please
refer to the Management 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 SEBI Listing
Regulations, is presented in Annexure-A, forming
part of the Board's Report.

4. QUALIFIED INSTITUTIONS PLACEMENT (‘QIP'):

During the previous financial year 2024-25, the
Company successfully raised funds through Qualified
Institutions Placement (‘QIP'), in compliance with
the applicable provisions of the Act and the SEBI
(Issue of Capital and Disclosure Requirements)
Regulations, 2018. Pursuant to the approvals of
the Fund Raise Committee of the Board and the
Shareholders, 21,90,688 equity shares of face value
of ' 2.00 each at an issue price of ' 11,507.00 per
equity share (including a premium of ' 11,505.00
per equity share, post considering a discount of 5%
on the Floor Price amounting to ' 605.50 per equity
share), were allotted to eligible Qualified Institutional
Buyers (‘QIBs') on March 13, 2025, resulting in an
aggregate fund raising of approximately ' 2,520.82
Crores. The aforementioned QIP significantly
enhanced the Company's financial flexibility. The
issued, subscribed and paid-up equity share capital
of the Company has increased from 4,23,81,675
equity shares of ' 2.00 each to 4,45,72,363 equity
shares of ' 2.00 each due to the aforesaid allotment
of equity shares during the previous financial year
2024-25. Consequent 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%.

Utilisation of QIP Proceeds/ funds:

During the financial year ended March 31, 2026,
the Company has utilised certain proceeds raised
through QIP strictly in accordance with the objects of
the issue, as disclosed in the Placement Document.
The funds have been deployed solely towards the
specified purposes, including:

• funding capital expenditure requirements,
including expansion and development of the
Company's business units;

• meeting the working capital requirements of
the Company; and

• general corporate purposes,

all in alignment with the Company's stated
strategic objectives.

The utilisation of QIP proceeds is subject to
periodic oversight by the Audit Committee of the
Board, with detailed reviews undertaken on a
quarterly basis. In compliance with Regulation 32
of the SEBI Listing Regulations, the Company has

been regularly submitting quarterly statements to
the Stock Exchanges, setting out the utilisation of
proceeds and disclosing any material deviations
or variations, where applicable. These disclosures
commenced from the quarter ended March 31,
2025, being the first reporting period subsequent to
the QIP allotment and have been consistently made
throughout the financial year 2025-26.

Further, the reports of the Monitoring Agency, viz.
CRISIL Ratings Limited, confirming the utilisation of
QIP proceeds, have been duly submitted to both
BSE Limited and the National Stock Exchange
of India Limited, in accordance with applicable
regulatory requirements.

The Company confirms that the utilisation of QIP
proceeds during the year under review remained
fully aligned with the objects disclosed in the
Placement Document. There were no deviations or
variations in the use of proceeds from the stated
objects of the issue.

Detailed disclosures regarding the utilisation of
proceeds are provided in the Corporate Governance
Report forming part of this Board's Report.

5. SHARE CAPITAL:

As of March 31, 2026, the authorized share capital
of the Company was ' 10 Crores comprising of
5,00,00,000 equity shares of ' 2.00 each and the
issued, subscribed and paid-up equity share capital
as of March 31, 2026, was ' 8.92 Crores comprising
of 4,45,72,363 equity shares of ' 2.00 each.

Further, during the financial year 2025-26, there
was no change in the authorized, issued, subscribed
and paid-up equity share capital of the Company.

Furthermore, 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 25, 2026, has recommended a final
dividend of ' 8.00 (Rupees Eight only) (400%)
per equity share, for the financial year ended
March 31, 2026, on 4,45,72,363 equity
shares of ' 2.00 each fully paid.

The dividend recommended is in accordance
with the Company's Dividend Distribution
Further, the Dividend recommended is after
considering the requirement of funds for
capital expenditure. Furthermore, the aforesaid
dividend on equity shares is subject to the
approval of the Shareholders at the ensuing 7^th

Annual General Meeting (‘AGM') scheduled to
be held on Friday, August 28, 2026.

In addition, the Company has disclosed the
Dividend Payout ratio of last two years, which
forms part of the Management Discussion and
Analysis Report.

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 athttps://www.
hitachienergy.com/in/en/investor-relations/
corporate-governance#policies.

c) Record Date:

The record date for determining the entitlement
of Members for payment of dividend will be
Friday, August 21, 2026.

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, 2025.

d) Transfer to Investor Education and Protection
Fund (‘IEPF'):

As per Section 124 of the Act read with IEPF
Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (‘the Rules'), as amended,
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 2025-26 pertaining to the shares
remaining with IEPF authorities has also been
transferred to the IEPF account from time
to time.

The details of the above are provided on
the website of the Company athttps://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 2025-26 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:

During the financial year, the Company acquired
immovable property admeasuring approximately 40
acres of land at Karjan, Vadodara, Gujarat, for the
purpose of setting up a greenfield manufacturing
facility for HVDC transformers. The said acquisition,
funded from the proceeds of the Qualified
Institutions Placement (QIP), was in line with the
objects stated in the Placement Document and the
Company's long-term business strategy.

The land was strategically selected to leverage
operational synergies with the Company's existing
facilities and to benefit from proximity to key
infrastructure and supply chain networks.

Further, the Board has approved an additional capital
expenditure of up to ' 2,000 Crores for business
expansion, including, inter-alia, the establishment of
a greenfield large power transformers manufacturing
facility at Karjan, Vadodara, Gujarat. Post this
approval, the Company's aggregate planned capital
expenditure now stands at approximately ' 4,000
Crores, aimed at expanding manufacturing capacity,
enhancing operational efficiencies and supporting
long-term growth opportunities.

The details of such expansion projects, including the nature and status of key initiatives across various plant
locations, are set out below:

Further, details of the Plant locations are provided in Corporate Governance Report forming part of this Report.

10. CREDIT RATING:

The Company had no outstanding borrowings as
on March 31, 2026. 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, 2026, the Board of Directors
comprised six Directors of which one is Executive
Director, two are Non-Executive, Non-Independent
Directors and three are Non-Executive, Independent
Directors, details of which have been provided in the
Corporate Governance Report.

In terms of the requirement of the SEBI Listing
Regulations, the Board has identified core skills,
expertise and competencies of the Directors in the
context of the Company's businesses for effective
functioning. The list of key skills, expertise and core
competencies of the Board of Directors are detailed
in the Corporate Governance Report.

In the opinion of the Board, all the Directors,
including the Directors re-appointed during the
financial year under review possess the requisite
qualifications, experience & expertise and hold high
standards of integrity.

Change in Directorate during FY 2025-26:

The Board underwent the following transitions
during the financial year under review, specifically
effective from the Board Meeting held on
August 20, 2025:

i. Cessation: Mr. Achim Michael Braun (DIN: 08596097)
resigned as a Non-Executive, Non-Independent
Director and Chairman of the Company, effective from
the close of business hours on August 20, 2025.

ii. Change in Chairmanship: Consequent to the above
resignation, Mr. Ismo Antero Haka (DIN: 08598862)
who was already serving as a Non-Executive and
Non-Independent Director of the Company, was
appointed as the Chairman of the Board.

iii. Appointment: Based on the recommendation of
the Nomination and Remuneration Committee, the
Board at their Meeting held on August 20, 2025,
approved the appointment of Mr. Jan Niklas Persson
(DIN: 11239092) as an Additional Director (Non¬
Executive, Non-Independent), of the Company
with effect from the said date and liable to retire by
rotation. Subsequently, the Shareholders approved
his appointment as Director (Non-Executive and
Non-Independent) of the Company through Postal
Ballot Resolution passed on September 21, 2025.

In view of the above, below is the composition
of the Board of Directors of the Company as on
March 31, 2026:

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

• Mr. Ismo Antero Haka (DIN: 08598862) and
Mr. Jan Niklas Persson (DIN: 11239092)
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 the
SEBI Listing Regulations.

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

Key Managerial Personnel:

As on March 31, 2026, the following are the Key
Managerial Personnel (‘KMP') of the Company in
accordance with the provisions of Section 203 of
the Act:

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

• Mr. Ajay Singh, Chief Financial Officer

• Mr. Poovanna Ammatanda, General Counsel,
Company Secretary and Compliance Officer

Further, there was no change in the KMP during
the year.

Appointment/ Re-Appointment of Directors:

Mr. Ismo Antero Haka (DIN: 08598862),
Non-Executive, Non-Independent Director of
the Company, who retired by rotation in terms of
Section 152(6) of the Act, was re-appointed by the
Members at 6^th AGM held on August 20, 2025.

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), Non-Executive, Non¬
Independent Director, will retire by rotation at the
ensuing 7^th AGM and being eligible, offer himself
for re-appointment. A resolution seeking his
re-appointment, forms part of the Notice convening
the ensuing 7^th AGM.

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 holds Directorship/
Membership/ Chairmanship of the Board or
Committees, as stipulated under the SEBI Listing
Regulations has been provided as an Annexure to
the Notice convening the 7^th AGM.

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

Declaration of Independent Directors:

As at March 31, 2026, Mr. Mukesh Butani

(DIN: 01452839), Ms. Akila Krishnakumar

(DIN: 06629992) and Ms. Meena Ganesh

(DIN: 00528252) are the Non-Executive,

Independent Directors of the Company. All the
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 along with Rules framed
thereunder and Regulation 16(1)(b) read with

Regulation 25 of the 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 athttps://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 candidatures to the Board,
takes into consideration the qualification, attributes,
experience and independence of the candidate.

Pursuant to Section 178(3) of the Act, the NRC of
the Board has formulated, amongst others, a Policy
on Nomination and Remuneration which provides
the framework for remunerating the members of
the Board, KMP, 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 athttps://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 NRC, 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 the 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 aforementioned annual performance
evaluation was carried out through a digitized
questionnaire-based survey administered via a
secure electronic portal. The evaluation framework
covered qualitative parameters and sought feedback
through ratings.

The evaluation questionnaire/ survey was
circulated electronically to all the Board members
of the Company in a transparent and confidential
manner. The key parameters considered for Board
evaluation were 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,
through the portal.

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.

A consolidated report was shared with the Chairman
of the Board for his review. Based on the outcomes
of the evaluation, appropriate feedback was
provided to the Directors.

12. BOARD MEETINGS:

During the year under review, the Board of Directors
of the Company met five times viz. (1) May 14,
2025; (2) July 30, 2025; (3) August 20, 2025; (4)
November 03, 2025; and (5) February 05, 2026.
The intervening gap between Meetings were not
more than 120 days as required under the Act and
the SEBI Listing Regulations.

In accordance with the provisions of the Act, a
separate Meeting of the Independent Directors of
the Company was held on May 14, 2025.

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 Board has constituted the following,
including the statutory committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Risk Management Committee

v. Corporate Social Responsibility Committee

vi. Environment, Social and Governance
Committee

vii. Fund Raise Committee

A detailed note on the composition of various
Committees of the Board and their Meetings
including the terms of reference are disclosed 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
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 Mr. Sudhir V Hulyalkar, Practicing Company
Secretary, 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 initially appointed as
the Statutory Auditors of the Company, for a period
of five years, to hold office from the conclusion of
the 1^st AGM until the conclusion of the 6^th AGM
at such Remuneration as may be mutually agreed
amongst by the Board of Directors and the Statutory
Auditors.

Upon completion of the first term, the Members
of the Company, at the 6^th AGM, approved the
reappointment of M/s. S. R. Batliboi & Associates
LLP, as the Statutory Auditors of the Company for a
second term of five consecutive years, commencing
from the conclusion of the 6^th AGM till the conclusion
of the 11^th AGM, 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 of the Company for the financial year
ended March 31, 2026, does not contain any
qualifications, reservation, adverse remarks or
disclaimer which requires any explanation from the
Board of Directors.

16. COST AUDIT AND COST AUDITORS OF THE
COMPANY:

As per the 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 2026-27, on
a remuneration as stated in notice convening the
7^th AGM dated May 25, 2026 subject to ratification
by the Members at the 7^th AGM 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
ratification of the remuneration payable to Cost
Auditor forms part of the Notice convening the 7^th
AGM of your Company and same is recommended
for your consideration. Cost Audit and Compliance
reports for the financial year 2024-25 were filed with
the Registrar of Companies, within the prescribed
time limit.

17. SECRETARIAL AUDIT:

Pursuant to the 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 and Regulation 24A
of the SEBI Listing Regulations (including any
statutory modification(s) or re-enactment(s) thereof,
for the time being in force), M/s. V. Sreedharan
and Associates (Peer Review Certificate No.
5543/2024), Practicing Company Secretaries, have
been appointed as the Secretarial Auditors of the
Company, for a period of five years commencing
from financial year April 01, 2025 to March 31,
2030, to hold office from the conclusion of the sixth

6^th AGM until the conclusion of 11^th AGM, at such
remuneration as may be mutually agreed between
the Board and the Secretarial Auditors.

Accordingly, the Secretarial Audit Report for
the financial year ended March 31, 2026 in
Form MR-3, issued by M/s. V. Sreedharan and
Associates, is annexed herewith and marked as
Annexure-D to this Report.

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

18. SECRETARIAL STANDARDS:

Section 118 of the Act mandates compliance with
the Secretarial Standards on Board Meetings and
General Meetings as issued by The Institute of
Company Secretaries of India (‘ICSI'). Accordingly,
the Board of Directors affirms that the Company has
complied with applicable Secretarial Standards on
Board Meetings and General Meetings issued by 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 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 3^rd AGM 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.

Accordingly, the Board of Directors at their Meeting
held on May 14, 2025, has appointed the following
branch auditors for the Branch Offices of the

Company to conduct the audit for the financial year
2025-26:

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 their Board
Meeting held on October 22, 2021.

In accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, Business Responsibility and
Sustainability Report (‘BRSR') covering disclosures
on Company's performance and reporting under
ESG parameters for FY 2025-26, along with
Independent Assurance Statement on BRSR Core
provided by SGS India Private Limited (SGS), an
independent agency forms an integral part of this
Annual 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 athttps://www.hitachienergy.
com/in/en/sustainability/sustainability-overview.

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

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

23. DEPOSITS:

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

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

24. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

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

25. BORROWING LIMITS:

The existing borrowing limits of the Company is
' 11,500 Crores (Rupees Eleven Thousand Five
Hundred Crores only) 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 Transactions is available on the website of the
Company athttps://www.hitachienergy.com/in/en/
investor-relations/corporate-governance#policies.

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

All contracts or arrangements with related parties
were entered into only with prior approval of the
Audit Committee, except transactions that qualified
as Omnibus transactions as permitted under law.
In addition, during the financial year 2025-26,
the Company has obtained the Shareholders'
approval for a material Related Party Transactions
by passing the Ordinary Resolution at the 6^th AGM
held on August 20, 2025. These transactions were
with Hitachi Energy Sweden AB for an aggregate
value of up to ' 2,000 Crores during financial year
2025-26 (i.e., April 01, 2025 to March 31, 2026).

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.

Further, the Company follows Hitachi Energy
Global Transfer Pricing Policy, which in turn
adheres to the internationally recognized Transfer
Pricing Guidelines issued by the Organisation for
Economic Co-operation and Development (OECD).
The Company engages an independent Chartered
Accountant to prepare the annual transfer pricing
documentation report.

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. During the
year under review, internal financial controls were
tested and no material weaknesses were identified.
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:

The Board has constituted an Audit Committee that
performs the roles and functions mandated under
the Act, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing
Regulations) and other matters as prescribed by
the Board from time to time. 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. During the year under
review, all recommendations of the Audit Committee
were accepted by the Board.

In accordance with the circular dated January 07,
2026 issued by the National Financial Reporting
Authority, the Board, upon the recommendation
of the Audit Committee and in consultation with
the Statutory Auditors, approved the framework
to ensure effective two-way communication

between Those Charged with Governance and the
Statutory Auditors.

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. WHISTLEBLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act and
Regulation 22 of the SEBI Listing Regulations, the
Company has adopted a Whistleblower 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 whistleblowers who
avail of the whistleblower / vigil mechanism.
Whistleblowers also have access to senior
management and/or the Audit Committee. The
Whistleblower Policy is available on the Company's
website athttps://www.hitachienergy.com/
in/en/about-us/integrity/reporting-channels/
whistleblower-protection-policy.

During the year under review, the Company received
a total of 18 cases, of which 14 have been closed
and 4 are currently under investigation as on date
of this report.

31. RISK MANAGEMENT POLICY:

The Company has in place the Risk Management
Policy and constituted the Risk Management
Committee as required under the Act 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 CSR Committee
and approved by the Board continues unchanged.
The Policy can be accessed on the Company's
website athttps://www.hitachienergy.com/in/en/
investor-relations/corporate-governance#policies.

For the financial year 2025-26 the Company has
spent ' 3.19 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 athttps://
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) of the 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 towards creating a respectful
workplace.

During the financial year under review, no complaints
pertaining to sexual harassment of women
employees were received. Further, the Company has
a web portal known as “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 were 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 Trustee to the Trust effective
April 30, 2020.

The total amount paid as on March 31, 2026, stood at
' 61.17 Lakhs consisting of 19,898 Members eligible
for the value of such fractional shares and the total
amount remained unpaid as on March 31, 2026 stood
at ' 2.10 Lakhs pertaining to 721 Members eligible
for the value of such fractional shares.

Further, on November 26, 2022, May 30, 2023,
June 28, 2024 and June 20, 2025, 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. Furthermore, the due date for
transfer of unclaimed Fractional Shares to the IEPF
is September 30, 2027.

40. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record
their appreciation for all the guidance and co¬
operation 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 records their deep
appreciation of the dedication of management
& employees at all levels and their commitment
which has continued to play a pivotal role in the
Company’s sustained growth, operational success
and value creation for all stakeholders.

By order of the Board
For Hitachi Energy India Limited

Ismo Antero Haka

Place: Mumbai Chairman

Date: May 25, 2026 DIN: 08598862