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Dear Members,
The Directors have pleasure in presenting the 2nd Annual
Report of your Company and the Audited Financial Statements for the Financial Year ('FY')
ended September 30, 2025.
1. Financial Performance
(Rs in million)
Particulars |
2024-25 |
2023-24 |
|
From October 1, 2024 to September
30,2025 |
From February 7, 2024 (date of
incorporation) to September 30, 2024 (Previous year) |
| Turnover |
78,267 |
47,596 |
| Less: Expenses |
64,163 |
39,372 |
| Profit from operations before other income
and finance costs |
14,104 |
8,224 |
| Add: Other Income |
1,053 |
22 |
| Less: Finance costs |
282 |
184 |
| Profit before tax |
14,875 |
8,062 |
| Less: Tax |
3,874 |
2,062 |
| Profit for the year |
11,001 |
6,000 |
| Other comprehensive income / (loss) |
(761) |
(380) |
| Balance in the Statement of Profit and Loss
brought forward |
5,620 |
- |
| Amount available for appropriation |
15,860 |
5,620 |
| Appropriations |
- |
- |
| Dividend paid on equity shares |
- |
- |
| Balance in the Statement of Profit and Loss
carried forward |
15,860 |
5,620 |
2. State of the Company's Affairs
i. Demerger of Energy business of Siemens Limited
into the Company and details of Share Capital
The Company was incorporated as a wholly owned subsidiary of Siemens
Limited on February 7, 2024, to engage in the energy business. The Authorised and paid-up
equity share capital of the Company on the date of incorporation was Rs 0.1 million.
The Board of Directors of the Company and Siemens Limited, at their
respective meetings held on May 14, 2024, inter alia, approved the Scheme of Arrangement
between the Company and Siemens Limited ('Demerged Company' or 'SL') and their respective
shareholders and creditors ('Scheme'), providing for the demerger of SL's Energy business
(as defined in the Scheme) into the Company on a going concern basis and various matters
incidental thereto, subject to necessary statutory and regulatory approvals, in compliance
with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013
('Act') and rules made thereunder, with an objective of an enhanced focus on Energy
related business.
Thereafter, the Board of Directors of the Company, at its meeting held
on February 7, 2025, approved an increase in the Authorised Share Capital of the Company
from Rs 0.1 million divided into 50,000 equity shares of Rs 2 each to Rs 800 million
divided into 400,000,000 equity shares of Rs 2 each and consequently, altered the capital
clause of Memorandum of Association to reflect the revised Authorised Share Capital, which
was approved by the Members at the 1st Annual General Meeting of the Company
held on February 12, 2025.
The Scheme was sanctioned by the Hon'ble National Company Law Tribunal,
Mumbai Bench vide its order dated March 25, 2025. The Scheme became effective from March
25, 2025 and the appointed date of the Scheme was March 1,2025.
On April 14, 2025, the Company allotted 356,120,505 equity shares
having face value of Rs 2 each to the Members of SL as on the Record Date i.e., April 7,
2025, as per the share entitlement ratio of 1:1 i.e., 1 fully paid-up equity share of the
Company having a face value of Rs 2 each for every 1 fully paid-up equity share of Rs 2
each held in SL, as consideration for the Scheme in the manner provided in the Scheme, and
accordingly, the entire pre-scheme equity share capital of Rs 0.1 million held by SL in
the Company, was reduced and cancelled pursuant to the Scheme and the Company ceased to be
wholly owned subsidiary of SL.
Thereafter, post completion of the necessary formalities and receipt of
regulatory approvals, the Company was listed on BSE Limited and National Stock Exchange of
India Limited on June 19, 2025, and with this step, the Company is positioned to operate
with greater agility, transparency and strategic focus in one of the world's most dynamic
and fast-growing energy markets.
The paid-up equity share capital of the Company stood at Rs 712.24
million (i.e. Rs 712,241,010) divided into 356,120,505 equity shares having face value of
Rs 2 each as on September 30, 2025.
ii. Operations
The Turnover of the Company was Rs 78,267 million for the year ended
September 30, 2025 as compared to Rs 47,596 million in the previous period (February 7,
2024 to September 30, 2024).
The Company's Profit from Operations before other income and finance
costs for the year ended September 30, 2025 was Rs 14,104 million as compared to Rs 8,224
million in the previous period (February 7, 2024 to September 30, 2024).
The Profit after Tax for the year ended September 30, 2025 was Rs
11,001 million as compared to Rs 6,000 million in the previous period (February 7, 2024 to
September 30, 2024). The Financial Statements of the Company together with Report of
Auditors' thereon forms part of this Annual Report.
3. Dividend
The Board of Directors has recommended a Dividend of Rs 4 per equity
share having face value of Rs 2 each for FY 2024-25. The Dividend would be paid subject to
the approval of the Members at the ensuing 2nd Annual General Meeting of the
Company to be held on February 13, 2026.
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 www.siemens-enerqy-india.com/corporate-qovernance-Policies.html.
4. Subsidiaries, Joint Ventures and Associates
The Company does not have any Subsidiaries, Joint Ventures and
Associate companies and accordingly, the disclosure in Form AOC-1 pursuant to first
proviso to Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014
as amended, is not applicable to the Company for FY 2024-25.
5. 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 forms part of this Report as Annexure I.
6. 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 II.
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
III.
General Shareholder Information forms part of this Report as Annexure
IV.
7. Directors and Key Managerial Personnel
During FY 2024-25, Mr. Ketan Thaker (DIN: 06666328), resigned as
Non-Executive Non-Independent Director of the Company with effect from April 1, 2025. The
Board places on record its appreciation for the valuable contributions made by Mr. Thaker
during his tenure as Non-Executive Non-Independent Director of the Company.
Mr. Sunil Mathur (DIN: 02261944), Non-Executive Non-Independent
Director, was elected as Chairman of the Company for a term of five years with effect from
March 25, 2025 to March 24, 2030, by the Board of Directors of the Company.
Mr. Guilherme Vieira De Mendonca (DIN: 09806385) was appointed as the
Managing Director and Chief Executive Officer ('MD and CEO') of the Company for a term of
five consecutive years from March 25, 2025 to March 24, 2030, by the Board of Directors of
the Company and vide Members approval at the Extraordinary General Meeting held on March
31,2025.
Mr. Harish Shekar (DIN: 10497617) was appointed as Non-Executive
Non-Independent Director of the Company with effect from February 7, 2024 and pursuant to
the order dated March 25, 2025 passed by the Hon'ble National Company Law Tribunal in the
said Scheme, certain employees (including Mr. Harish Shekar) of SL were transferred to the
Company with effect from March 1, 2025. By virtue of Mr. Shekar's Non-Executive
Non-Independent Directorship in the Company and transfer of employment to the Company, he
was deemed to be the Executive Director of the Company with effect from March 1,2025 and
accordingly, he was appointed as the Executive Director ('ED') of the Company for a term
of five consecutive years from March 1, 2025 to February 28, 2030 and as Chief Financial
Officer ('CFO') of the Company from March 25, 2025 to February 28, 2030, by the Board of
Directors and vide Members approval at the Extraordinary General Meeting held on March 31,
2025.
Mr. Ketan Dalal (DIN: 00003236), Mr. Subodh Kumar Jaiswal (DIN:
08195141) and Ms. Swati Salgaocar (DIN: 03500612) were appointed as Independent Directors
of the Company for their 1st term of five consecutive years from April 1,2025
to March 31,2030, vide Members approval at the Extraordinary General Meeting held on March
31,2025.
The Independent Directors 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 the necessary expertise, integrity, experience and proficiency.
Mr. Karl-Heinz Seibert (DIN: 11023036), Dr. Juergen Wagner (DIN:
10101116) and Mr. Tim Holt (DIN: 08742663) were appointed as Non-Executive Non-Independent
Directors of the Company with effect from April 1, 2025, vide Members approval at the
Extraordinary General Meeting held on March 31,2025.
Mr. Vishal Tembe (ICSI Membership No.: A20050) was appointed as the
Company Secretary and Compliance Officer ('CS') of the Company with effect from March 25,
2025, by the Board of Directors of the Company.
At the ensuing 2nd Annual General Meeting of the Company,
Mr. Sunil Mathur, Chairman (Non-Executive Non-Independent Director) and Mr. Harish Shekar,
ED and CFO, retires by rotation, and being eligible, offers themselves for re-appointment.
The resolutions for the above-mentioned re-appointments along with brief profiles form
part of the Notice of the 2nd Annual General Meeting and the said resolutions
are recommended for your approval.
Mr. Guilherme Vieira De Mendonca, MD and CEO; Mr. Harish Shekar, ED and
CFO; and Mr. Vishal Tembe, CS are the Key Managerial Personnel of the Company as on the
date of this Report.
8. Board Meetings
During FY 2024-25, twelve 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.
9. Annual Evaluation of the Board, its Committees
and Individual Directors
The details of the Annual Evaluation of the Board, its Committees and
Individual Directors are mentioned in the Report on Corporate Governance annexed hereto.
10. Familiarisation Programme
The information regarding familiarisation programme for Independent
Directors of the Company is mentioned in the Report on Corporate Governance annexed
hereto.
11. Business Conduct Guidelines
The details regarding compliance of Business Conduct Guidelines of the
Company i.e. Code of Conduct for Directors and Senior Management (including Key Managerial
Personnel) are mentioned in the Report on Corporate Governance annexed hereto.
12. Audit Committee
The Company has an Audit Committee and as required under Section 177(8)
read with Section 134(3) of the Act and the Rules framed thereunder, the composition of
the Audit Committee is in line with the provisions of the Act and the LODR. The details
relating to the same are given in the Report on Corporate Governance forming part of this
Report. During FY 2024-25, the recommendations of the Audit Committee were duly accepted
by the Board.
13. Corporate Social Responsibility
In accordance with the provisions of Section 135 of the Act and rules
framed thereunder, even though the provisions of Corporate Social Responsibility were not
applicable to the Company for FY 2024-25, the Board of Directors has constituted a
Corporate Social Responsibility ('CSR') Committee of Directors comprising of Ms. Swati
Salgaocar (Chairperson), Independent Director; Mr. Karl-Heinz Seibert, Non-Executive
Non-Independent Director; Mr. Guilherme Vieira De Mendonca, MD and CEO; and Mr. Harish
Shekar, ED and CFO. The CSR Policy of the Company is placed on the Company's website at
www.siemens-enerqy-india.com/corporate-qovernance-Policies.html.
The Annual Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is not applicable to the Company for
FY 2024-25.
14. Remuneration Policy
On recommendation of the Nomination and Remuneration Committee, the
Company has formulated, amongst others, a policy on Directors' appointments 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 Corporate
Governance and the same is also placed on the Company's website at
www.siemens-energy-india.com/corporate- governance-Policies.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 V forming part of this Report.
15. 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 the Company's website at
www.siemens-enerqy-india.com/corporate-qovernance-Policies.html.
16. Risk Management Policy
The Company's 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 the Company's business objectives. The
Company's 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 as and when required.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are given in the Management Discussion and Analysis,
which forms part of this Report.
17. 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, 2025, 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,
2025 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.
18. 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
www.siemens-energy-india.com/annual-reports.html.
19. Particulars of contracts or arrangements with
Related Parties
All Related Party Transactions that were entered into by the Company
during FY 2024-25 were on arms' length basis. There are no materially significant Related
Party Transactions entered into by the Company with its Promoters, Directors, Key
Managerial Personnel or other Related Parties, which may have a potential conflict with
the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
for its approval. Prior omnibus approval of the Audit Committee is obtained for
transactions, which are repetitive in nature. A statement giving details of all Related
Party Transactions is placed before the Audit Committee on a quarterly basis. The policy
on Related Party Transactions, as approved by the Board, is available on the Company's
website at www.siemens-enerqy-india.com/corporate-qovernance-Policies.html.
There were no contracts or arrangements or transactions of the Company
during FY 2024-25, which were material or not on arm's length basis and accordingly, the
disclosure on Related Party Transactions as required under Section 134(3)(h) of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC-2 is not
applicable to the Company.
20. Particulars of Loans, Guarantees or
Investments
During FY 2024-25, the Company has not given any loans, provided any
guarantees or made any investments under Section 186 of the Act.
21. Business Responsibility and Sustainability
Report
In terms of Regulation 34(2)(f) of LODR, the Business Responsibility
and Sustainability Report for FY 2024-25 is not applicable to the Company.
22. 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.
23. Amount, if any, proposed to transfer to
reserves
The Company has not transferred any amount to reserves during FY
2024-25.
24. Employees
The Board of Directors places on record its deep appreciation for the
contributions 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 the 2nd Annual General Meeting of the
Company. Any Member interested in obtaining a copy of the same may write to the Company
Secretary.
25. 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
Committee has also been set up to redress complaints received regarding sexual harassment.
The details as required under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 during
FY 2024-25 are as under:
1) Number of complaints of sexual harassment received: Nil
2) Number of complaints disposed: Nil
3) Number of cases pending for more than 90 days: Nil
As required under Rule 8(5)(xiii) of the Companies (Accounts) Rules,
2014, the Company has complied with the applicable provisions relating to the Maternity
Benefit Act, 1961 during FY 2024-25.
26. Auditors
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014 and based on the recommendation of the Board of
Directors, the Members of the Company at their 1st Annual General Meeting held
on February 12, 2025, appointed Price Waterhouse Chartered Accountants LLP, Chartered
Accountants (Firm Registration No. 012754N / N500016) ('PW'), as the Statutory Auditors of
the Company for the 1st term of five consecutive years i.e., from the
conclusion of the 1st Annual General Meeting till the conclusion of the 6th
Annual General Meeting of the Company.
The Auditors Report dated November 24, 2025, issued by PW for FY
2024-25 does not contain any qualification, reservation, adverse remark or disclaimer.
During FY 2024-25, there were no complaints reported which resulted in material fraud by
the Company or on the Company.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed Messrs. Parikh Parekh & Associates, Practicing Company
Secretaries (Firm Registration No. P1987MH010000) ('PPA'), to conduct the Secretarial
Audit of the Company for FY 2024-25 and to furnish their report to the Board of Directors.
The Secretarial Audit Report dated November 24, 2025, is provided as Annexure VI to
this Report. The Secretarial Audit Report dated November 24, 2025, issued by PPA for FY
2024-25 does not contain any qualification, reservation, adverse remark or disclaimer.
Further, based on the recommendation of the Audit Committee and subject
to the approval of the Members of the Company to be sought at the ensuing 2nd
Annual General Meeting of the Company to be held on February 13, 2026, the Board of
Directors of the Company at its meeting held on November 24, 2025 has appointed PPA as the
Secretarial Auditors of the Company for the 1st term of five consecutive years
i.e., from FY 2025-26 till FY 2029-30, as required under Regulation 24A of LODR.
PPA has confirmed to the Board of Directors of the Company that they
are eligible to be appointed as Secretarial Auditors of the Company pursuant to the
provisions of Section 204 of the Act and Regulation 24A of LODR.
The Board of Directors of the Company recommends to the Members the
appointment of PPA as the Secretarial Auditors of the Company.
c) Cost Auditors
Pursuant to the provisions of Section 148 of the Act and rules made
thereunder, the Board of Directors, on recommendation of the Audit Committee, has
re-appointed Messrs. R. Nanabhoy & Co., Cost Accountants (Firm Registration No.
000010), as the Cost Auditors of the Company, for FY 2025-26, at a remuneration as
mentioned in the Notice of the 2nd Annual General Meeting and the same is
recommended for the consideration and ratification by the Members.
The Cost Auditors have confirmed that they are not disqualified from
being appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility
criteria. 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 FY 2024-25.
The Cost Audit Report for FY 2024-25 will be filed with the Registrar
of Companies within 30 days of receipt or within 180 days from the end of FY, whichever is
earlier.
d) Internal Auditors
Pursuant to the provisions of Section 138 of the Act and rules made
thereunder, the Board of Directors of the Company has appointed Siemens Technology and
Services Private Limited ('STSPL') as the Internal Auditors of the Company. STSPL is part
of global audit department of Siemens AG, Parent Company of the Company. The Internal
Auditors have confirmed that they are not disqualified from being appointed as the
Internal Auditors of the Company and satisfy the prescribed eligibility criteria.
There have been no instances of fraud reported by the Statutory
Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors, to the Audit
Committee under Section 143(12) of the Act.
27. Compliance with Secretarial Standards
During FY 2024-25, 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 2024-25.
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
During FY 2024-25, the Company has not made any one-time settlement
with the banks or financial institutions and hence, the same is not applicable to the
Company.
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 affecting 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. Other Disclosures
a) The Company has not issued any shares with differential voting
rights / sweat equity shares during FY 2024-25.
b) The Company has not resorted to any buyback of its equity shares
during FY 2024-25.
c) There has been no change in the nature of business of the Company as
on the date of this report.
d) The Company has not issued any equity shares under Employees Stock
Option Scheme during the year under review and hence, no information as per provisions of
Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
e) During FY 2024-25, there were no loans taken by the Company from the
Directors or their relatives.
f) The Company follows the period of October 1 to September 30 as FY.
The Central Government through the office of the Regional Director, Western Region,
Mumbai, has vide order dated June 11, 2024 bearing Ref. no.
RD(WR)/2(41)/CFY/Siemens/AA7595029/2024/4748 under Section 2(41) of the Act allowed the
Company to continue with its FY commencing from October 1 and closing on September 30,
every year.
33. Acknowledgements
The Board of Directors takes this opportunity to thank Siemens AG -
Parent Company, Siemens Limited (erstwhile 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 Energy India Limited |
Sunil Mathur |
| Chairman |
| DIN:02261944 |
| Navi Mumbai |
| Monday, November 24, 2025 |
|