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Siemens Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 143516.56 Cr. P/BV 8.98 Book Value (Rs.) 448.82
52 Week High/Low (Rs.) 4149/2826 FV/ML 2/1 P/E(X) 52.16
Bookclosure 29/07/2026 EPS (Rs.) 77.27 Div Yield (%) 0.45
Year End :2026-03 

The Directors have pleasure in presenting the 68th Annual Report of your Company and the Audited Financial Statements for
eighteen months financial year ended March 31, 2026 ("FY 2024-26").

1. Financial Performance*

(' in million)

Standalone

2024-26

2023-24

18 months

12 months

(Oct'24 to Mar'26)

(Oct'23 to Sep'24)

Turnover

261,074

204,966

Less: Expenses

234,905

179,157

Profit from operations before other income and finance costs

26,169

25,809

Add: Other Income

8,484

9,949

Less: Finance costs

334

581

Profit before exceptional item and tax

34,319

35,177

Less: Exceptional Item

628

-

Less: Tax

8,231

8,526

Profit for the period / year

25,460

26,651

Other Comprehensive income / (loss)

(119)

(210)

Balance in the Statement of Profit and Loss brought forward

118,317

95,936

Amount available for appropriation

143,658

122,377

Appropriations:

Liabilities recognised for share based payments (net of tax)

373

499

Transferred pursuant to scheme of arrangement

30,256

-

Dividend paid on equity shares

4,273

3,561

Balance in the Statement of Profit and Loss carried forward

108,756

118,317

Note on adoption of new Financial Year cycle ('April-March'):

The Board of Directors at its meeting held on August 8, 2025 approved the change of financial year of the Company to
uniform financial year commencing on April 1 of every year and ending on March 31 of the following year including
observing a one-time transitional financial year from October 1,2024 to March 31,2026 (18 months). The Company has
received approval of the Regional Director, Western Region, Mumbai in this regard.

Consequently, as a transitional measure, the last financial year of the Company i.e. FY 2024-26 was for a period of
eighteen months from October 1, 2024 to March 31, 2026, while the previous financial year i.e. FY 2023-24 was for a
period of twelve months from October 1, 2023 to September 30, 2024.

Accordingly, the Directors' Report together with all its Annexures, Audited Financial Statements (Standalone and Consolidated)
for FY 2024-26 and Auditors' Reports thereon were for eighteen month period from October 1, 2024 to March 31, 2026.
Therefore, the numbers are not strictly comparable to the previous financial year which comprised of twelve months.

2. State of the Company's affairs

i. Operations

The Turnover of the Company was ' 261,074 million for FY 2024-26 ended March 31, 2026 (18 months).
The Company's Profit from Operations for the same period was
' 26,169 million and the Profit after Tax for
FY 2024-26 ended March 31,2026 was ' 25,460 million.

During FY 2023-24 ended September 30, 2024 (12 months), the turnover of the Company was ' 204,966 million.
The Company's Profit from Operations for the same period was
' 25,809 million and the Profit after Tax was
' 26,651 million.

ii. Demerger, divestment and amalgamation updates

a) Demerger of the Company's Energy business

During FY 2023-24, the Board of Directors of the Company, at its meeting held on May 14, 2024, basis
the recommendations of the Audit Committee and the Committee of Independent Directors, approved a
scheme of arrangement amongst the Company, Siemens Energy India Limited ("SEIL") (a then wholly owned
subsidiary of the Company) and their respective shareholders and creditors, providing for the demerger of the
Company's Energy Business to SEIL in compliance with Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013 (the "Scheme"). Pursuant to the Order dated October 25, 2024 passed by the
Hon'ble National Company Law Tribunal, Mumbai Bench ("Tribunal'), a meeting of the equity shareholders and
unsecured creditors of the Company were held on December 2, 2024 to consider and approve the Scheme.
The equity shareholders and the unsecured creditors of the Company at their respective meeting held on
December 2, 2024, approved the Scheme with requisite majority. Subsequently, the Tribunal sanctioned the
Scheme vide its order dated March 25, 2025. Accordingly, in terms of the Scheme, the Effective Date of the
Scheme was March 25, 2025 and the Appointed Date of the Scheme was March 1, 2025 (being the first day
of the month in which Effective Date occurs).

Pursuant to the receipt of requisite statutory approvals and in accordance with the Scheme, the Company
has demerged the Energy Business effective March 25, 2025, with Appointed Date being March 1, 2025, as
per the Scheme. Please refer to Note no. 59.1 (under Discontinued operations) of the Standalone Financial
Statements of the Company for the financial year ended March 31, 2026 on 'Demerger of Energy Business'.

Further, upon the Scheme coming into effect and in consideration of and pursuant to the provisions of this
Scheme, SEIL on April 14, 2025 allotted, 1 (One) fully paid-up equity share having face value of
' 2 (Rupees
Two) each for every 1 (One) fully paid-up equity share of
' 2 (Rupees Two) each of the Company to the
shareholders of the Company (who held shares as on Record Date determined for this purpose). The equity
shares of SEIL were subsequently listed on BSE Limited and the National Stock Exchange of India Limited on
June 19,2025.

In accordance with the Scheme, upon the aforesaid allotment of equity shares by SEIL, the entire pre-Scheme
paid-up share capital of SEIL i.e. INR 1,00,000 [consisting of 50,000 equity shares having face value of INR
2 (Rupees Two) each] stands cancelled and reduced, without any consideration as an integral part of the
Scheme pursuant to Sections 230 to 232 of the Companies Act, 2013. Consequent to the above, SEIL ceased
to be a wholly-owned subsidiary of the Company with effect from April 14, 2025.

The details of the Scheme and other related documents including the Order passed by Hon'ble NCLT are
available on the Company's website at
https://www.siemens.com/en-us/company/investor-relations-india/
scheme-of-arrangement/

b) Sale and transfer of Low Voltage Motors and Geared Motors businesses

Based on the recommendations of the Committee of Directors and the Audit Committee, the Board of
Directors of the Company, at its meeting held on December 8, 2025, approved the sale and transfer of
the Company's "Low Voltage Motors" ("LVM") [that (a) designs, researches, develops, tests, maintains,
repairs, distributes, markets, offers for sale and sells (i) low voltage AC motors designed for direct
on-line applications or low voltage AC motors (A) designed in their mechanical dimensions in accordance
with the IEC Standard and (B) with cooling fins at the motor's surface, including the motor ranges 1LE7,
1SE0, 1LA2, 1PQ0, 1LA8, 1PQ8, 1MB7 and customized products 1PT0 and 1PC7, (ii) geared low voltage
motors and (b) provides customer services, spare parts and ancillary products related to the products
listed under (i) and (ii)] business to Innomotics India Private Limited ("the Buyer") as a going concern

by way of a slump sale ("Proposed Transaction"), as per the terms of the slump sale agreement entered
into by the Company
inter alia with the Buyer, subject to fulfillment of customary conditions precedent,
including receipt of requisite regulatory and statutory approvals such as approval from the Competition
Commission of India ("CCI"), as may be applicable, for a cash consideration (enterprise value) of
' 22,000 million on a cash free, debt free basis and subject to mutually agreed adjustments. During the
quarter ended March 31,2026, the Buyer has received CCI's approval on the Proposed Transaction. As on the
date of this report, the Proposed Transaction is yet to be consummated based on the steps agreed between
the Company and the Buyer. Please refer to Note no. 59.2 (under Discontinued operations) of the standalone
financial statements for FY 2024-26 ended March 31,2026 on 'Slump sale of Low Voltage Motors Business'.

c) Proposed amalgamation of Siemens Rail Automation Private Limited with the Company

The Board of Directors at its meeting held on February 6, 2026 granted its in-principle approval for the
proposed amalgamation of Siemens Rail Automation Private Limited ("SRAPL "), a wholly owned subsidiary of
the Company with the Company.

The Board of Directors of the Company, at its meeting held on May 26, 2026 basis the recommendations of
the Audit Committee and the Committee of Directors, approved a Scheme of Amalgamation of SRAPL with
the Company in compliance with Sections 230 to 232 and other applicable provisions of the Companies Act,
2013 ("Scheme") ("Proposed Transaction"). Since SRAPL, is a wholly owned subsidiary of the Company, no
consideration will be issued pursuant to the Scheme. The Scheme is in the interest of SRAPL and the Company
and their respective stakeholders.

The Proposed Transaction is, inter alia, subject to receipt of requisite approvals from shareholders and creditors
of SRAPL and the Company, as applicable and other requisite statutory and regulatory authorities, including
the National Company Law Tribunal.

3. Dividend

The Board of Directors of the Company has recommended a dividend of '18 per equity share having face value of ' 2 each
for FY 2024-26 (18 months). In the previous year, the Company paid a Dividend of
' 12 per equity share having face value
of
' 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://www.siemens.com/en-us/company/investor-relations-india/corporate-governance/

4. Share Capital

During FY 2024-26, there was no change in share capital of the Company.

5. (i) Subsidiary companies during FY 2024-26

During FY 2024-26, the Board of Directors of the subsidiaries of the Company i.e. Siemens Rail Automation Private
Limited and C&S Electric Limited, respectively approved the change of its financial year to uniform financial
year commencing on 1 April of every year and ending on 31 March of the following year including observing a
one-time transitional financial year from October 1, 2024 to March 31,2026 (18 months). Subsequently, both the
subsidiaries have received approval of the Regional Director, Western Region, Mumbai and New Delhi, respectively,
in this regard.

Accordingly, the subsidiaries of the Company also observed FY 2024-26 as a one-time transitional financial year of
18 months (i.e. October 1, 2024 to March 31, 2026). Their previous financial year was for a period of 12 months
from October 1,2023 to September 30, 2024; therefore, the numbers for FY 2024-26 (18 months) and FY 2023-24
(12 months) are not strictly comparable.

(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 eighteen months ended March 31, 2026 stood at ' 3,821 million (1.32% of
consolidated turnover of the Company) and its Profit from Operations for the same period was
' 834 million
and the Profit after Tax was
' 786 million.

During previous FY 2023-24 ended September 30, 2024, the turnover of SRAPL was ' 2,320 million. The
Company's Profit from Operations for the same period was
' 575 million and SRAPL has reported Profit after
Tax as
' 545 million.

For FY 2024-26, the Board of Directors of SRAPL has recommended a dividend of ' 11,403 per equity share
having face value of
' 10 each. In the previous year, SRAPL paid dividend of ' 8,398 per equity share having
face value of
' 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 FY2024-26 ended March 31,2026 stood at ' 28,773 million (9.95% of consolidated
turnover of the Company) and its Profit from Operations for the same period was
' 3,302 million and Profit
after Tax was
' 3,209 million.

During FY 2023-24, the turnover of the Company was ' 17,019 million. The Profit from Operations for the
same period was
' 2,497 million and Profit after Tax was ' 1,979 million.

For FY 2024-26, the Board of Directors of C&S has recommended dividend of ' 30 per equity share having
face value of
' 10 each. In FY 2023-24, C&S paid dividend of ' 20 per equity share having face value of ' 10
each.

(c) Cessation of Siemens Energy India Limited ("SEIL") as a subsidiary

SEIL ceased to be wholly owned subsidiary of the Company w.e.f. April 14, 2025. The results of SEIL have
been disclosed under discontinued operations under consolidated results.

During FY 2024-26, SRAPL and C&S were 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 2024-26.

(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.

The turnover of Sunsole for FY 2025-26 ended March 31,2026 was ' 22 million as compared to ' 23 million for the
previous year and its loss for FY 2025-26 was
' 3 million as compared to profit of ' 4 million for the previous year.

(iii) The Company did not have any joint venture during FY 2024-26.

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 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://www.siemens.com/en-us/company/investor-relations-india/subsidiaries-financials/ and the same are also
available for inspection as per the details mentioned in the Notice of 68th 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 for FY 2024-26 with the Auditors' Reports 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

There has been no change in composition of the Board of Directors ('Board') of the Company during FY 2024-26. The
following are the upcoming changes in composition of the Board:

(i) Mr. Tim Holt (DIN: 08742663), Director (Non-executive Non-independent), who retires by rotation at ensuing
68th AGM, does not seek re-appointment as Director of the Company at 68th AGM due to his other commitments.
Accordingly, he shall cease to be Director of the Company post the ensuing 68th AGM. The vacancy so caused due
to Mr. Holt's retirement is proposed not to be filled up.

(ii) Mr. Matthias Rebellius (DIN: 08975071), Special Director (nominee of Siemens AG), is retiring from Siemens AG.
Consequently, he has tendered his resignation as a Special Director of the Company (nominee of Siemens AG),
effective close of business hours of September 30, 2026.

The Board places on record its appreciation for the valuable contributions made by Mr. Rebellius and Mr. Holt during
their respective tenure as a Special Director / Director, respectively, of the Company.

(iii) Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board, at its meeting
held on May 26, 2026, has approved and recommended the following appointments to the Members of the
Company for their consideration and approval at their ensuing 68th AGM.

- Ms. Veronika Bienert is proposed to be appointed as a Special Director (Nominee of Siemens AG)
(Non-executive Non-Independent Director) on the Company's Board of Directors with effect from October 1,
2026 (subject to allotment of Director Identification Number by the Ministry of Corporate Affairs, Government
of India).

- Mr. Michael Peter is proposed to be appointed as Director on the Company's Board as a Non-Executive
Non-Independent Director from August 12, 2026 (subject to allotment of Director Identification Number by
the Ministry of Corporate Affairs, Government of India)

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 read with LODR, confirming that they meet the criteria prescribed for Independent Directors under Section 149(6)
of the Act as well as under LODR and that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact thier ability to discharge their duties with an objective independent
judgment and without any external influence. Further, they have confirmed 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 (DIN: 02261944), Managing Director and Chief Executive Officer, Mr. Wolfgang Wrumnig
(DIN: 10409511), Executive Director and Chief Financial Officer 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 2024-26, eight 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 2024-26, 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 society. The Company's Corporate
Social Responsibility strategy, aligned with the United Nations Sustainable Development Goals, is anchored in three focus
areas - Education, Social and Environment - and is implemented in collaboration with a broad range of external partners
to enable sustainable community impact.

In accordance with the provisions of Section 135 of the Act and 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 composition of CSR Committee is mentioned in the
CSR Report for FY 2024-26. 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://www.siemens.com/en-us/company/investor-relations-india/corporate-governance/

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

In compliance with Section 177(9) and (10) of the Act and Regulation 22 of LODR, the Company has established a robust
vigil mechanism through its Compliance Violation Reporting Policy (also referred to as the Whistleblower Policy). The said
Policy enables Directors, employees and other stakeholders to report genuine concerns regarding actual or suspected
violations of the Siemens Business Conduct Guidelines and other compliance related policies.

The Company provides adequate safeguards against victimisation of any person who uses the vigil mechanism.

The details of the Compliance Violation Reporting Policy are set out in the Report on Corporate Governance forming part
of this Report and are also available on the Company's website at
https://www.siemens.com/en-gb/company/investor-
relations-india/corporate-governance/

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 financial year ended March 31, 2026, 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
March 31,2026 and of the profit of the Company for the financial 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://www.siemens.com/en-us/company/investor-relations-india/annual-reports/

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 2024-26.

As a Green Initiative, the BRSR for FY 2024-26 alongwith Reasonable Assurance Report of BRSR Core will be available on
the Company's website at
https://www.siemens.com/en-us/company/investor-relations-india/annual-reports/

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 2024-26.

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 68th 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(s) have also been set up to redress complaints received regarding sexual harassment.

The disclosures pursuant to the Act for FY 2024-26 are as follows:

(a) Number of complaints of sexual harassment received during FY 2024-26 : 2

(b) Number of complaints disposed of during FY 2024-26 : 2 (one complaint was pending for more than ninety days)

The Company has duly resolved, concluded the proceedings and implemented all actions pertaining to the aforementioned
complaints received during FY 2024-26.

25. Compliance with Maternity Benefit Act

During FY 2024-26, the Company has complied with applicable provisions of the Maternity Benefit Act, 1961.

26. Auditors

i) The Auditors Report dated May 26, 2026 issued by Price Waterhouse Chartered Accountants LLP, Chartered
Accountants, (Firm Registration no. 012754N / N500016) ('PW') for FY 2024-26 does not contain any qualification,
reservation, adverse remark or disclaimer.

ii) Based on recommendation of the Audit Committee, the Board of Directors of the Company, at its meeting held on
May 26, 2026, recommended the appointment of M/s Parikh Parekh & Associates, Practicing Company Secretaries
('PPA'), (Firm Registration Number P1988MH009800) as the Secretarial Auditors of the Company to conduct
secretarial audit of the Company for audit period of five consecutive years commencing from FY 2026-27 till
FY 2030-31, pursuant to the requirements of the amended Regulation 24A of LODR, for consideration and approval
of the Members at ensuing 68th AGM.

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 2024-26 issued by PPA, the Secretarial Auditor, is provided as Annexure X to this Report. The Secretarial Audit
Report for FY 2024-26 does not contain any qualification, reservation, adverse remark or disclaimer.

The remark of PW in its aforementioned report under para 16(b) under 'Other Legal and Regulatory requirements'
section and that of PPA in its Secretarial Audit Report ('MR-3') for the financial year ended March 31, 2026, has
been dealt under Note 62 to the Standalone Financial Statements of the Company for the financial year ended
March 31,2026.

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
on March 31,2027, at a remuneration as mentioned in the Notice of 68th AGM and same is recommended for your
consideration and ratification.

The Company filed the Cost Audit Report for FY 2023-24 on February 17, 2025, 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 have been maintained in
respect of the applicable products for the financial year ended March 31,2026.

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 during FY 2024-26.

27. Compliance with Secretarial Standards

During FY 2024-26, the Company has complied with all applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and adopted under the Act.

28. Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and
Bankruptcy Code, 2016, during FY 2024-26.

29. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the banks or financial institutions along with the reasons thereof

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

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

There have been no material changes and commitments, 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.

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

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

32. 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.

On behalf of the Board of Directors
For Siemens Limited

Deepak S. Parekh
Chairman

DIN - 00009078

Mumbai

Tuesday, May 26, 2026


 
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