The Directors have pleasure in presenting the 68th Annual Report of your Company and the Audited Financial Statements foreighteen months financial year ended March 31, 2026 ("FY 2024-26").
(' 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
The Board of Directors at its meeting held on August 8, 2025 approved the change of financial year of the Company touniform financial year commencing on April 1 of every year and ending on March 31 of the following year includingobserving a one-time transitional financial year from October 1,2024 to March 31,2026 (18 months). The Company hasreceived 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 ofeighteen months from October 1, 2024 to March 31, 2026, while the previous financial year i.e. FY 2023-24 was for aperiod 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.
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 forFY 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, basisthe recommendations of the Audit Committee and the Committee of Independent Directors, approved ascheme of arrangement amongst the Company, Siemens Energy India Limited ("SEIL") (a then wholly ownedsubsidiary of the Company) and their respective shareholders and creditors, providing for the demerger of theCompany's Energy Business to SEIL in compliance with Sections 230 to 232 and other applicable provisionsof the Companies Act, 2013 (the "Scheme"). Pursuant to the Order dated October 25, 2024 passed by theHon'ble National Company Law Tribunal, Mumbai Bench ("Tribunal'), a meeting of the equity shareholders andunsecured 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 onDecember 2, 2024, approved the Scheme with requisite majority. Subsequently, the Tribunal sanctioned theScheme vide its order dated March 25, 2025. Accordingly, in terms of the Scheme, the Effective Date of theScheme was March 25, 2025 and the Appointed Date of the Scheme was March 1, 2025 (being the first dayof the month in which Effective Date occurs).
Pursuant to the receipt of requisite statutory approvals and in accordance with the Scheme, the Companyhas demerged the Energy Business effective March 25, 2025, with Appointed Date being March 1, 2025, asper the Scheme. Please refer to Note no. 59.1 (under Discontinued operations) of the Standalone FinancialStatements 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 thisScheme, SEIL on April 14, 2025 allotted, 1 (One) fully paid-up equity share having face value of ' 2 (RupeesTwo) each for every 1 (One) fully paid-up equity share of ' 2 (Rupees Two) each of the Company to theshareholders of the Company (who held shares as on Record Date determined for this purpose). The equityshares of SEIL were subsequently listed on BSE Limited and the National Stock Exchange of India Limited onJune 19,2025.
In accordance with the Scheme, upon the aforesaid allotment of equity shares by SEIL, the entire pre-Schemepaid-up share capital of SEIL i.e. INR 1,00,000 [consisting of 50,000 equity shares having face value of INR2 (Rupees Two) each] stands cancelled and reduced, without any consideration as an integral part of theScheme pursuant to Sections 230 to 232 of the Companies Act, 2013. Consequent to the above, SEIL ceasedto 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 areavailable on the Company's website athttps://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 ofDirectors of the Company, at its meeting held on December 8, 2025, approved the sale and transfer ofthe 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 directon-line applications or low voltage AC motors (A) designed in their mechanical dimensions in accordancewith 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 voltagemotors and (b) provides customer services, spare parts and ancillary products related to the productslisted 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 enteredinto 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 CompetitionCommission 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 thequarter ended March 31,2026, the Buyer has received CCI's approval on the Proposed Transaction. As on thedate of this report, the Proposed Transaction is yet to be consummated based on the steps agreed betweenthe Company and the Buyer. Please refer to Note no. 59.2 (under Discontinued operations) of the standalonefinancial 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 theproposed amalgamation of Siemens Rail Automation Private Limited ("SRAPL "), a wholly owned subsidiary ofthe Company with the Company.
The Board of Directors of the Company, at its meeting held on May 26, 2026 basis the recommendations ofthe Audit Committee and the Committee of Directors, approved a Scheme of Amalgamation of SRAPL withthe 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, noconsideration will be issued pursuant to the Scheme. The Scheme is in the interest of SRAPL and the Companyand their respective stakeholders.
The Proposed Transaction is, inter alia, subject to receipt of requisite approvals from shareholders and creditorsof SRAPL and the Company, as applicable and other requisite statutory and regulatory authorities, includingthe National Company Law Tribunal.
The Board of Directors of the Company has recommended a dividend of '18 per equity share having face value of ' 2 eachfor FY 2024-26 (18 months). In the previous year, the Company paid a Dividend of ' 12 per equity share having face valueof ' 2 each.
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 ('LODR'), the Dividend Distribution Policy of the Company is available on theCompany's website athttps://www.siemens.com/en-us/company/investor-relations-india/corporate-governance/
During FY 2024-26, there was no change in share capital of the Company.
During FY 2024-26, the Board of Directors of the subsidiaries of the Company i.e. Siemens Rail Automation PrivateLimited and C&S Electric Limited, respectively approved the change of its financial year to uniform financialyear commencing on 1 April of every year and ending on 31 March of the following year including observing aone-time transitional financial year from October 1, 2024 to March 31,2026 (18 months). Subsequently, both thesubsidiaries 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 of18 months (i.e. October 1, 2024 to March 31, 2026). Their previous financial year was for a period of 12 monthsfrom 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-boardequipment.
The Turnover of SRAPL for eighteen months ended March 31, 2026 stood at ' 3,821 million (1.32% ofconsolidated turnover of the Company) and its Profit from Operations for the same period was ' 834 millionand the Profit after Tax was ' 786 million.
During previous FY 2023-24 ended September 30, 2024, the turnover of SRAPL was ' 2,320 million. TheCompany's Profit from Operations for the same period was ' 575 million and SRAPL has reported Profit afterTax as ' 545 million.
For FY 2024-26, the Board of Directors of SRAPL has recommended a dividend of ' 11,403 per equity sharehaving face value of ' 10 each. In the previous year, SRAPL paid dividend of ' 8,398 per equity share havingface 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 inthe business of manufacturing and distribution of low-voltage products and systems business (such asswitchboards, 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 consolidatedturnover of the Company) and its Profit from Operations for the same period was ' 3,302 million and Profitafter Tax was ' 3,209 million.
During FY 2023-24, the turnover of the Company was ' 17,019 million. The Profit from Operations for thesame 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 havingface value of ' 10 each. In FY 2023-24, C&S paid dividend of ' 20 per equity share having face value of ' 10each.
(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 havebeen 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 saidsolar 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 theprevious 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 theForeign Exchange Management Act, 1999 and the Rules & Regulations framed thereunder with respect to downstreaminvestment.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), a statement containingsalient features of Financial Statements of SRAPL, C&S and Sunsole in the prescribed Form AOC-1 is provided inAnnexure I forming part of this Report. The Financial Statements of subsidiaries are available on the Company's websiteathttps://www.siemens.com/en-us/company/investor-relations-india/subsidiaries-financials/ and the same are alsoavailable for inspection as per the details mentioned in the Notice of 68th AGM. The Company will also make availablethese documents upon request by any Member of the Company interested in obtaining the same.
The Annual Audited Consolidated Financial Statements for FY 2024-26 with the Auditors' Reports thereon forms part ofthis Annual Report.
Information pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 isprovided in Annexure II forming part of this Report.
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in theManagement 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 certificatethereon forms part of this Report as Annexure IV.
General Shareholder Information forms part of this Report as Annexure V.
There has been no change in composition of the Board of Directors ('Board') of the Company during FY 2024-26. Thefollowing 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 ensuing68th 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 dueto 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 duringtheir 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 meetingheld on May 26, 2026, has approved and recommended the following appointments to the Members of theCompany 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, Governmentof India).
- Mr. Michael Peter is proposed to be appointed as Director on the Company's Board as a Non-ExecutiveNon-Independent Director from August 12, 2026 (subject to allotment of Director Identification Number bythe 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 theAct 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 bereasonably anticipated, that could impair or impact thier ability to discharge their duties with an objective independentjudgment and without any external influence. Further, they have confirmed that their names have been included in thedata 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.
During FY 2024-26, eight meetings of the Board of Directors were held. The details of the attendance of Directors at theBoard Meetings are mentioned in the report on Corporate Governance annexed hereto.
The details of the Annual evaluation of Board, its Committees and individual Directors are mentioned in the report on theCorporate Governance annexed hereto.
The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunderand 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.
At Siemens our commitment is to improve quality of life and create lasting value for society. The Company's CorporateSocial Responsibility strategy, aligned with the United Nations Sustainable Development Goals, is anchored in three focusareas - Education, Social and Environment - and is implemented in collaboration with a broad range of external partnersto enable sustainable community impact.
In accordance with the provisions of Section 135 of the Act and rules framed thereunder, the Company has a CorporateSocial 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 theCSR Report for FY 2024-26. The Committee reviews and monitors the CSR projects and expenditure undertaken by theCompany on a regular basis.
The Company implements the CSR projects directly as well as through implementing partners. The details of suchinitiatives, CSR spend etc., have been provided as Annexure VI to this Report, as required under the Companies (CorporateSocial Responsibility Policy) Rules, 2014.
On recommendation of NRC, the Company has formulated, amongst others, a policy on Directors' appointment as wellas Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees. The detailsof the Remuneration policy are mentioned in the report on the Corporate Governance and the same is also placed on theCompany's website athttps://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 thisReport.
In compliance with Section 177(9) and (10) of the Act and Regulation 22 of LODR, the Company has established a robustvigil mechanism through its Compliance Violation Reporting Policy (also referred to as the Whistleblower Policy). The saidPolicy enables Directors, employees and other stakeholders to report genuine concerns regarding actual or suspectedviolations 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 partof this Report and are also available on the Company's website athttps://www.siemens.com/en-gb/company/investor-relations-india/corporate-governance/
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. TheSiemens ERM approach is based on the globally accepted "The Committee of Sponsoring Organizations of the TreadwayCommission" ("COSO") framework i.e. "ERM - Integrated Framework". The COSO framework provides a generic conceptwhich has been customized to reflect Company's requirements.
Major risks identified by the Business Divisions and Corporate Departments are systematically addressed through mitigatingactions on a continuing basis. The Company has a Risk Management Committee in accordance with the requirements ofLODR to, inter alia, monitor the risks and their mitigating actions. The Board of Directors of the Company also reviews theRisk Assessment and Mitigation Report annually.
Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in theManagement's Discussion and Analysis, which forms part of this Report.
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors confirm that, to the bestof their knowledge and belief:
a) that in the preparation of the Annual Financial Statements for the financial year ended March 31, 2026, theapplicable 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 beenmade that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as atMarch 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 accordancewith the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraudand 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 wereoperating effectively;
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and areadequate and operating effectively.
In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company is hosted on website of theCompany athttps://www.siemens.com/en-us/company/investor-relations-india/annual-reports/
The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribedForm AOC - 2, forms part of this report as Annexure VIII.
A statement providing particulars of loans, guarantees or investments under Section 186 of the Act is provided asAnnexure IX forming part of this Report.
In terms of Regulation 34(2)(f) of LODR read with relevant SEBI Circulars, the Business Responsibility and SustainabilityReport (BRSR) and Reasonable Assurance Report of BRSR Core by Price Waterhouse Chartered Accountants LLP, theStatutory 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 onthe Company's website athttps://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.
The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as ofthe Balance Sheet date.
The Company has not made transfer to reserves during FY 2024-26.
The Board of Directors places on record its deep appreciation for the contribution made by the employees of the Companyat 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 Annexureforming 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 bythe Members as per the details mentioned in the Notice of 68th AGM. Any Member interested in obtaining a copy of thesame may write to the Company Secretary.
The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder andInternal 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 aforementionedcomplaints received during FY 2024-26.
During FY 2024-26, the Company has complied with applicable provisions of the Maternity Benefit Act, 1961.
i) The Auditors Report dated May 26, 2026 issued by Price Waterhouse Chartered Accountants LLP, CharteredAccountants, (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 onMay 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 conductsecretarial audit of the Company for audit period of five consecutive years commencing from FY 2026-27 tillFY 2030-31, pursuant to the requirements of the amended Regulation 24A of LODR, for consideration and approvalof the Members at ensuing 68th AGM.
Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 and pursuant to requirement of LODR, the Secretarial Audit Report forFY 2024-26 issued by PPA, the Secretarial Auditor, is provided as Annexure X to this Report. The Secretarial AuditReport 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, hasbeen dealt under Note 62 to the Standalone Financial Statements of the Company for the financial year endedMarch 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 endingon March 31,2027, at a remuneration as mentioned in the Notice of 68th AGM and same is recommended for yourconsideration and ratification.
The Company filed the Cost Audit Report for FY 2023-24 on February 17, 2025, which is within the time limitprescribed 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, theCompany is required to maintain cost records and accordingly, such accounts and records have been maintained inrespect 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 theAudit Committee under Section 143(12) of the Act during FY 2024-26.
During FY 2024-26, the Company has complied with all applicable Secretarial Standards issued by The Institute of CompanySecretaries of India and adopted under the Act.
The Company has not filed any application or no proceeding is pending against the Company under the Insolvency andBankruptcy Code, 2016, during FY 2024-26.
The Company has not made any one-time settlement with the banks or financial institutions, therefore, the same is notapplicable.
There have been no material changes and commitments, if any, affecting the financial position of the Company whichhave occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concernstatus and operations of the Company in future.
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-operationto the Company.
On behalf of the Board of DirectorsFor Siemens Limited
DIN - 00009078
Mumbai
Tuesday, May 26, 2026