Siemens Ltd

Dear Members,

The Directors have pleasure in presenting the 67^th Annual Report of your Company and the Audited Financial Statements for the financial year ended September 30, 2024.

1. Financial Performance

(Rs in million)

2. State of the Company's affairs

i. Operations

The Turnover of the Company was Rs 204,966 million for the year ended September 30, 2024 as compared to Rs 179,651 million in the previous year. The Company's Profit from Operations for the year ended September 30, 2024 was Rs 25,370 million as compared to Rs 20,167 million in the previous year. The Profit after Tax for the year ended September 30, 2024 was Rs 26,651 million as compared to Rs 19,113 million during September 30, 2023.

For FY 2024, the Company received new orders valued at Rs 235,641 million (49% decrease) over Rs 463,829 million in FY 2023. Excluding the large 9,000 HP electric locomotive received in FY 2023, new orders rose by 14% in FY 2024.

ii. Proposed demerger of the Company's Energy business

The Board of Directors ("the Board"), at its meeting held on December 18, 2023, after taking note of requests received from certain promoters of the Company, authorized the Company's management to commence exploratory steps as may be required to examine a potential demerger of the Company's Energy business. Further, the Board also approved the incorporation of a wholly owned subsidiary on the basis that it may be required if and when the Board decides to implement the aforesaid demerger. The wholly owned subsidiary, Siemens Energy India Limited ("SEIL") has been incorporated on February 7, 2024.

The Board, at its meeting held on May 14, 2024, inter alia, approved the Scheme of Arrangement ("Scheme") amongst the Company ("Demerged Company"), SEIL ("Resulting Company") and their respective shareholders and creditors, providing for the demerger of the Company's Energy business (as defined in the Scheme) to SEIL and various matter incidental thereto ("Proposed Transaction") in compliance with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Upon the Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, the Resulting Company shall issue and allot, on a proportionate basis to the shareholders of the Demerged Company whose name is recorded in the register of members and records of the depository as shareholders of the Demerged Company as on the Record Date (as defined in the Scheme) as under:

1 (One) fully paid-up equity share of the Resulting Company having face value of Rs 2 (Rupees Two) each for every 1 (One) fully paid-up equity share of Rs 2 (Rupees Two) each of the Demerged Company.

The equity shares of SEIL/Resulting Company will subsequently be listed on BSE Limited and the National Stock Exchange of India Limited subject to receipt of requisite approvals from statutory and regulatory authorities.

The Proposed Transaction is, inter alia, subject to receipt of requisite approvals from statutory and regulatory authorities, including the approval from the shareholders and creditors of the Company and Hon'ble National Company Law Tribunal.

3. Dividend

The Board of Directors has recommended a dividend of Rs 12 per equity share having face value of Rs 2 each for FY 2023-24. In the previous year, the Company paid a Dividend of Rs 10 per equity share having face value of Rs 2 each.

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 https://new.siemens.com/in/en/company/investor-relations.html

4. Share Capital

During the year under review, the paid-up share capital of the Company has increased on allotment of 250 equity shares of Rs 2 each upon settlement of a disputed case.

5. (i) Subsidiary companies

(a) Siemens Rail Automation Private Limited ('SRAPL')

SRAPL, a wholly owned subsidiary of the Company, is engaged in the business of manufacture, supply, design, installation and commissioning of railway signaling equipment consisting of trackside and on board equipment.

The turnover of SRAPL for FY 2023-24 stood at Rs 2,320 million (1% of consolidated turnover of the Company) as compared to Rs 2,107 million in the previous year and its Profit from Operations for the year ended September 30, 2024 was Rs 575 million as compared to Rs 633 million in the previous year.

SRAPL has reported Profit after Tax for the year ended September 30, 2024 of Rs 736 million as compared to Rs 784 million during FY 2022-23. The Board of Directors of SRAPL has recommended a dividend of Rs 8,398 per equity share having face value of Rs 10 each, for the financial year ended September 30, 2024. In previous year, SRAPL paid dividend of Rs 8,995 per equity share having face value of Rs 10 each.

(b) C&S Electric Limited (C&S)

C&S, a subsidiary of the Company wherein the Company holds its 99.22% equity stake, is engaged in the business of manufacturing and distribution of low-voltage products and systems business (such as switchboards, power distribution products, control products, protection relays), measurement devices, busduct and busbar trunking.

The turnover of C&S for FY 2023-24 stood at Rs 17,019 million (8% of consolidated turnover of the Company) as compared Rs 15,036 million for the year ended September 30, 2023 and its Profit from Operations for the year ended September 30, 2024 was Rs 2,497 million as compared to Rs 1,544 million for the previous year.

C&S has reported Profit after Tax for the year ended September 30, 2024 of Rs 1,979 million as compared to Rs 1,218 million during its previous financial year. The Board of Directors of C&S has recommended dividend of Rs 20 per equity share having face value of Rs 10 each. In previous year, C&S paid dividend of Rs 20 per equity shares having face value of Rs 10 each.

(c) Siemens Energy India Limited ("SEIL")

SEIL, a wholly owned subsidiary of the Company, was incorporated on February 7, 2024 for the purpose of demerger of the Company's Energy business (as defined in the Scheme) to SEIL. The first financial year of SEIL was comprised of period from February 7, 2024 to September 30, 2024.

For the period from February 7, 2024 to September 30, 2024, the turnover of SEIL was Nil and its Loss from Operations for the given period ended September 30, 2024 was Rs 3 million. SEIL has reported Loss after Tax for the period ended September 30, 2024 of Rs 3 million.

SRAPL, C&S and SEIL are non-material and unlisted subsidiaries of the Company pursuant to LODR. The Company has not made any equity investment in SRAPL and C&S during FY 2023-24.

(ii) Associate Company

Sunsole Renewables Private Limited ('Sunsole'), Associate company of the Company, is engaged in the construction, operation and maintenance of a solar power plant to supply, on a captive basis, the power generated from the said solar power plant to the Company. A summary of its performance is as under.

The turnover of Sunsole for the year ended September 30, 2024 was Rs 23 million as compared Rs 24 million for the previous year. and its profit for the year ended September 30, 2024 was Rs 4 million as compared to loss of Rs 5 million for the year ended September 30, 2023.

(iii) The Company does not have any joint venture during the year.

The Company has obtained a certificate from the Statutory Auditor certifying that the Company is in compliance with the Foreign Exchange Management Act, 1999 and the Rules & Regulations framed thereunder with respect to downstream investment.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), a statement containing salient features of Financial Statements of SRAPL, C&S, SEIL and Sunsole in the prescribed Form AOC-1 is provided in Annexure I forming part of this Report. The Financial Statements of subsidiaries are available on the Company's website at https://new.siemens.com/in/en/company/investor-relations/financials-of-our-subsidiaries.html and the same are also available for inspection as per the details mentioned in the Notice of 67^th AGM. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

Consolidated Financial Statements

The Annual Audited Consolidated Financial Statements together with the Report of Auditors' thereon forms part of this Annual Report.

6. 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 is provided in Annexure II forming part of this Report.

7. 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 III.

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 IV.

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

8. Directors and Key Managerial Personnel

During FY 2023-24, Dr. Daniel Spindler (DIN: 08533833) ceased to be a Director and Executive Director ('ED') of the Company with effect from February 14, 2024 and as Chief Financial Officer ('CFO') of the Company with effect from March 1,2024. The Board places on record its appreciation for the valuable contributions made by Dr. Spindler during his tenure as ED and CFO of the Company.

Mr. Wolfgang Wrumnig (DIN: 10409511) was appointed as a Director (Non-executive Non-independent) of the Company with effect from February 14, 2024 and as the ED and CFO of the Company for a period of 5 (five) years, from March 1,2024 to February 28, 2029 vide Members approval at 66^th Annual General Meeting ('AGM').

At the forthcoming 67^th AGM, Mr. Deepak S. Parekh, Chairman (DIN: 00009078), Director (Non-executive Non-independent), retires by rotation, and being eligible, offers himself for re-appointment. The special resolution for the abovementioned re-appointment alongwith brief profile forms part of notice of the 67^th AGM and said resolution is recommended for your approval.

The Independent Directors of the Company viz. Mr. Shyamak R. Tata (DIN: 07297729), Mr. Anami Roy (DIN: 01361110) and Ms. Sindhu Gangadharan (DIN: 08572868) 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 necessary expertise, integrity and experience.

Mr. Sunil Mathur, Managing Director and Chief Executive Officer, Mr. Wolfgang Wrumnig, ED and CFO and Mr. Ketan Thaker, Company Secretary (ACS: 16250) are the Key Managerial Personnel of the Company as on the date of this Report.

9. Board Meetings

During FY 2023-24, six 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.

10. Annual evaluation of Board, its Committees and individual Directors

The details of the Annual evaluation of Board, its Committees and individual Directors are mentioned in the report on the Corporate Governance annexed hereto.

11. Audit Committee

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and LODR. The details relating to the same are given in the report on Corporate Governance forming part of this Report. During FY 2023-24, the recommendations of Audit Committee were duly accepted by the Board.

12. Corporate Social Responsibility

At Siemens our commitment is to improve quality of life and create lasting value for the society. Based on the UN Sustainable Development Goals and our core competencies, the Company has defined 3 strategic focus areas for its Corporate Social Responsibility: Education, Social and Environment. To achieve sustainable impact on the communities, we partner with a broad number of external stakeholders to implement our projects on the ground.

In accordance with the provisions of Section 135 of the Act read with the rules framed thereunder, the Company has a Corporate Social Responsibility ("CSR") Committee of Directors comprising of Mr. Deepak S. Parekh (Chairman) (DIN: 00009078), Ms. Sindhu Gangadharan, Independent Director (DIN: 08572868), Dr. Juergen Wagner (DIN:10101116), Mr. Sunil Mathur (DIN: 02261944) and Mr. Wolfgang Wrumnig (DIN: 10409511). The changes in composition of CSR Committee are mentioned in the CSR Report for FY 2023-24. The Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis.

The Company implements the CSR projects directly as well as through implementing partners. The details of such initiatives, CSR spend etc., have been provided as Annexure VI to this Report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

13. Remuneration Policy

On recommendation of NRC, the Company has formulated, amongst others, a policy on Directors' appointment 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 the Corporate Governance and the same is also placed on the Company's website at https://new.siemens.com/in/en/company/investor-relations.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 VII forming part of this Report.

14. 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 its website at https://www.siemens.com/in/en/companv/investor-relations/corporate-qovernance.html

15. Risk Management Policy

Siemens 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 Siemens business objectives. The Siemens 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 annually.

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

16. 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, 2024, 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, 2024 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.

17. 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 https://new.siemens.com/in/en/company/investor-relations/annual-reports.html

18. Particulars of contracts or arrangements with Related Parties

The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribed Form AOC - 2, forms part of this report as Annexure VIII.

19. Particulars of Loans, Guarantees or Investments

A statement providing particulars of loans, guarantees or investments under Section 186 of the Act is provided as Annexure IX forming part of this Report.

20. Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f) of LODR read with relevant SEBI Circulars, the Business Responsibility and Sustainability Report (BRSR) and Reasonable Assurance Report of BRSR Core by Price Waterhouse Chartered Accountants LLP, the Statutory Auditors, would form part of the Annual Report FY 2024.

As a Green Initiative, the BRSR for FY 2023-24 alongwith Reasonable Assurance Report will be available on the Company's website at https://new.siemens.com/in/en/company/investor-relations/annnual-report.html

Any Member interested in obtaining a copy of aforementioned documents may write to the Company Secretary.

21. 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.

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

The Company has not made transfer to reserves during FY 2023-24.

23. Employees

The Board of Directors places on record its deep appreciation for the contribution 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 67^th AGM. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

24. 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 Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During FY 2023-24, one complaint with allegation of sexual harassment was received by the Company and the same was investigated and resolved.

25. Auditors

i) Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm Registration no. 012754N / N500016) ('PW') were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 66^th Annual General Meeting ('AGM') held on February 13, 2024 until the conclusion of 71^st AGM.

The Auditors Report dated November 26, 2024 issued by PW for FY 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer.

During the year, there were no complaints reported which resulted in material fraud by the Company or on the Company, except one instance that was identified through the whistleblower process of the Company, resulting in payments for non-existent services over a three-year period amounting to Rs 24.61 million. The Management has taken appropriate steps including terminating services of those involved, and instituting process enhancements. A report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by PW in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government of India relating to this case.

ii) Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to requirement of LODR, the Secretarial Audit Report for FY 2023-24 issued by Secretarial Auditor i.e. Messrs. Parikh Parekh & Associates ('PPA'), Practicing Company Secretaries (Unique Code No. P1987MH01000) is provided as Annexure X to this Report. The Secretarial Audit Report for FY 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer.

The remark of PW in its aforementioned report under para 15(b) under 'Other Legal and Regulatory requirements' section and that of PPA in its Secretarial Audit Report ('MR-3') for the year ended September 30, 2024, has been dealt under Note 61 to the Standalone Financial Statements of the Company for the year ended September 30, 2024.

iii) The Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), as Cost Auditor of the Company, for the financial year ending September 30, 2025, at a remuneration as mentioned in the Notice of 67^th AGM and same is recommended for your consideration and ratification.

The Company had filed the Cost Audit Report for FY 2022-23 on February 20, 2024, which is within the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014.

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 has been maintained in respect of the applicable products for the year ended September 30, 2024.

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

26. Compliance with Secretarial Standards

During FY 2023-24, the Company has complied with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and adopted under the Act.

27. 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 2023-24.

28. 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

The Company has not made any one-time settlement with the banks or financial institutions, therefore, the same is not applicable.

29. 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, if any, affecting the 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.

30. 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.

31. Acknowledgements

The Board of Directors takes this opportunity to thank Siemens AG - parent company, customers, members, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and co-operation to the Company.