Share Wealth

Year End :2023-09

The Directors have pleasure in presenting the 66^th Annual Report of your Company and the Audited Financial Statements for the financial year ended 30^th September 2023.

1. Financial Performance*

(Rs. in Millions)
	Standalone
	2022-23	2021-22
Turnover	179,651	152,558
Less: Expenses	159,484	138,435
Profit from operations before other income and finance costs	20,167	14,123
Add: Other Income	5,487	3,161
Less: Finance costs	203	341
Add: Gain from sale of discontinued operations	-	3,559
Profit before tax	25,451	20,502
Less: Tax	6,338	5,194
Profit for the year	19,113	15,308
Other Comprehensive income / (loss)	(1,118)	(22)
Balance in the Statement of Profit and Loss brought forward	81,489	69,052
Amount available for appropriation	99,484	84,338
Appropriations:
Dividend on equity shares	3,561	2,849
Balance in the Statement of Profit and Loss carried forward	95,923	81,489
*Total operations of the Company

2. State of the Company's affairs

i. Operations

The Turnover of the Company was ' 179,651 million for the year ended 30^th September 2023 as compared to ' 152,558 million in the previous year. The Company's Profit from Operations for the year ended 30^th September 2023 was ' 20,167 million as compared to ' 14,123 million in the previous year. The Profit after Tax for the year ended 30^th September 2023 was ' 19,113 million as compared to ' 15,308 million during 30^th September 2022.

For FY 2023, the Company received new orders valued at ' 463,829 million (133.7% increase) over ' 198,509 million in FY 2022. During FY 2023, the Company received an order for 1,200 locomotives of 9,000 horsepower (HP) from Indian Railways, marking the single largest order in the history of Siemens Limited. The contract has a total value of approximately ' 260 billion, excluding taxes and price variation.

The above data is considering total operations of the Company.

ii. Acquisition of Electric Vehicle division of Mass-Tech Controls Private Limited

In a step to address the fast-growing demand for electric vehicle (EV) charging infrastructure in India, the Company, on 1^st July 2023, acquired the EV division of Mumbai-based Mass-Tech Controls Private Limited. The division is engaged in design, engineering and manufacturing of a wide range of AC chargers, and 30 to 300kW capacity DC chargers for various end applications for EVs. The purchase consideration was ' 380 million on a cash free and debt free basis and subject to other adjustments that are mutually agreed between the parties to the transaction.

3. Dividend

The Board of Directors has recommended a dividend of ' 10 per equity share having face value of ' 2 each for FY 2022-23. In the previous year, the Company paid a Dividend of ' 10 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://new.siemens.com/in/en/company/investor-relations.html

4. Share Capital

During the year under review, there was no change in share capital of the Company.

5. (i) Subsidiary companies

Siemens Rail Automation Private Limited ('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.

C&S Electric Limited (C&S) is a subsidiary of the Company wherein the Company holds 99.22% equity stake of C&S. C&S 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.

SRAPL and C&S 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 2022-23.

A summary of performance of aforesaid subsidiaries is provided below:

The turnover of SRAPL for FY 2022-23 stood at ' 2,107 million (1.08% of consolidated turnover of the Company) as compared to ' 1,604 million in the previous year and its Profit from Operations for the year ended 30^th September 2023 was ' 633 million as compared to ' 504 million in the previous year.

SRAPL has reported Profit after Tax for the year ended 30^th September 2023 of ' 584 million as compared to ' 434 million during FY 2021-22. The Board of Directors of SRAPL has recommended a dividend of ' 8,995 per equity share having face value of ' 10 each, for the financial year ended 30^th September 2023. In previous year, SRAPL paid final dividend of ' 10,020 per equity share having face value of ' 10 each and interim dividend of ' 4,075 per equity share having face value of ' 10 each.

The turnover of C&S for FY 2022-23 stood at ' 15,036 million (7.69% of consolidated turnover of the Company) as compared ' 12,198 million for the year ended 30^th September 2022 and its Profit from Operations for the year ended 30^th September, 2023 was ' 1,544 million as compared to ' 179 million for the previous year.

C&S has reported Profit after Tax for the year ended 30^th September 2023 of ' 1,218 million as compared to ' 163 million during its previous financial year. The Board of Directors of C&S has recommended final dividend of ' 20 per equity share having face value of ' 10 each. In previous year, C&S paid dividend of ' 3 per equity shares having face value of ' 10 each.

(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 30^th September 2023 was ' 24 million (0.01% of consolidated turnover of the Company) as compared ' 3 million for the period from 28^th February 2022 to 30^th September 2022 and its Loss for the year ended 30^th September 2023 was ' 5 million as compared to ' 0.88 million for the period from 28^th February 2022 to 30^th September 2022.

(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 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 66^th AGM. Your 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 Auditor's 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

Following are the changes in composition of the Board of Directors and Key Managerial Personnel of the Company during FY 2022-23:

- Mr. Deepak S. Parekh, Chairman (DIN: 00009078) completed his second term as an Independent Director of the Company on 29^th January 2023. Considering his expertise, contributions and rich and varied experience, he has been appointed as Director (Non-executive Non-independent, liable to retire by rotation) of the Company with effect from 30^th January 2023.

- Mr. Shyamak R. Tata (DIN: 07297729) was appointed as an Independent Director of the Company for a term of five years, with effect from 30^th January 2023.

- Mr. Anami Roy (DIN: 01361110) was appointed as an Independent Director of the Company for a term of five years, with effect from 1^st May 2023.

- Dr. Juergen Wagner (DIN: 10101116) was appointed as a Director (Non-executive Non-independent Director) of the Company with effect from 1^st May 2023.

The Members of the Company have approved aforementioned appointments of Mr. Parekh, Mr. Tata. Mr. Roy and Dr. Wagner by way of postal ballot.

- Mr. Mehernosh B. Kapadia (DIN: 00046612) ceased to be Independent Director of the Company with effect from 2^nd May 2023, upon completion of his term.

- Mr. Johannes Apitzsch (DIN: 05259354) resigned as Director of the Company with effect from 1^st January 2023, due to his other commitments.

- Mr. Willem Rudolf Basson (DIN: 09081871) resigned as a Director of the Company with effect from 1^st May 2023 due to his other commitments.

The Board places on record its appreciation for the valuable contributions made by Mr. Kapadia, Mr. Apitzsch and Mr. Basson during their respective tenure as a Director of the Company.

- Mr. Sunil Mathur (DIN:02261944) was re-appointed as the Managing Director ('MD') and Chief Executive Officer ('CEO') of the Company for a further period of five years with effect from 1^st January 2024.

- Dr. Daniel Spindler (DIN: 08533833) was re-appointed as the Executive Director ('ED') and Chief Financial Officer ('CFO') of the Company for a further period of one year with effect from 1^st August 2023.

The Members of the Company have approved aforementioned re-appointments of Mr. Mathur and Dr. Spindler by way of postal ballot during FY 2023.

Dr. Spindler, to pursue career opportunities in Siemens AG:

- does not seek re-appointment as a Director of the Company at 66^th AGM upon retirement by rotation and would cease to be a Director as well as Executive Director of the Company on conclusion of ensuing 66^th AGM.

- has resigned as CFO of the Company with effect from close of business hours on 29^th February 2024.

Based on recommendation of the Nomination and Remuneration Committee and the Audit Committee of the Company, the Board has approved and recommended appointment of Mr. Wolfgang Wrumnig as under:

- as Director (Non-executive Non-independent) of the Company with effect from 14^th February 2024 or on allotment of Director Identification Number (by the Ministry of Corporate Affairs, Government of India), whichever is later; and

- as Executive Director ('ED') and Chief Financial Officer ('CFO') ('Key Managerial Personnel) of the Company for a period of 5 (five) years, from 1^st March 2024 to 28^th February 2029.

The terms and conditions of the appointment including remuneration of Mr. Wrumnig as ED and CFO are subject to the approval of the Members of the Company at ensuing 66^th AGM and other statutory / regulatory approvals, as may be required in this regard. The resolutions for appointment of Mr. Wrumnig along with his brief profile forms part of the Notice of 66^th AGM and the same are recommended for Member's approval.

The Independent Directors of the Company viz. Mr. Shyamak R. Tata, Mr. Anami Roy 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, MD and CEO, Dr. Daniel Spindler, ED and CFO and Mr. Ketan Thaker, Company Secretary (ACS No.: 16250) are the Key Managerial Personnel of the Company as on the date of this Report.

9. Board Meetings

During FY 2022-23, five 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 forming part of this Report.

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 2022-23, the recommendations of Audit Committee were duly accepted by the Board.

12. Corporate Social Responsibility

As a technology company, Siemens is driven by the aspiration to address the world's most profound challenges by leveraging the convergence of digitalization and sustainability. We take the lead and transform the everyday for billions of people by creating technology with purpose, that provide answers for a better future and creates value for all our stakeholders. The Company considers it as its economic, environmental and social responsibility to foster sustainable local development as well as add value to the local economy in which it operates.

At Siemens Limited, 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 ("CSR"): Education, Social and Environment. Our CSR activities are long-term projects that are designed to create sustainable value to society by focusing on strengthening the skilling ecosystem, promotion of innovations that sustain the environment and enhance living conditions.

In accordance with the provisions of Section 135 of the Act and Rules framed thereunder, the Company has a CSR Committee comprising 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 Dr. Daniel Spindler (DIN: 08533833). The changes in composition of CSR Committee are mentioned in the CSR Report for FY 2022-23. 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 Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistleblowers ("the 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 https://new.siemens.com/in/en/ company/investor-relations/business-ethics.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 30^th September 2023, 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 30^th September 2023 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 compliance with Regulation 34(2)(f) of LODR read with the SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10^th May 2021, the Company has included Business Responsibility and Sustainability Report (BRSR) as a part of the Annual Report, describing initiatives taken by the Company from an environmental, social and governance perspective.

As a Green Initiative, the BRSR for FY 2022-23 has been hosted on the Company's website, which can be accessed at https://new.siemens.com/in/en/company/investor-relations/annual-reports.html

Any Member interested in obtaining a copy of BRSR 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 2022-23.

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 66^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 2022-23, one complaint with allegations 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, B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) ('BSR') were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 61^st Annual General Meeting ('AGM') held on 6^th February 2019, until the conclusion of 66^th AGM.

Accordingly, BSR ceases to be the Statutory Auditors of the Company on the conclusion of forthcoming 66^th AGM of the Company to be held on13^th February 2024.

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board of Directors of the Company have recommended appointment of Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 012754N / N500016) ('PW') as the Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of forthcoming 66^th AGM until the conclusion of the 71^st AGM of the Company, in place of retiring Statutory Auditors namely BSR, at a remuneration as may be agreed upon by the Board of Directors and the Auditors, subject to the approval of the Members of the Company.

A resolution seeking PW's appointment as Statutory Auditors of the Company forms part of the Notice of 66^th AGM and the same is recommended for Member's approval.

The Auditors Report dated 28^th November 2023 issued by BSR for FY 2022-23 does not contain any qualification, reservation, adverse remark or disclaimer.

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 2022-23 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 2022-23 does not contain any qualification, reservation, adverse remark or disclaimer.

The remark of, BSR in its aforementioned report under para 2A(b) under 'Other Legal and Regulatory requirements' section and that of PPA in its Secretarial Audit Report ('MR-3') for the year ended 30^th September 2023, has been dealt under Note 62 to the Standalone Financial Statements of the Company for the year ended 30^th September 2023.

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 Auditors of the Company, for the Financial Year ending 30^th September 2024, at a remuneration as mentioned in the Notice of 66^th AGM and same is recommended for your consideration and ratification.

The Company had filed the Cost Audit Report for FY 2021-22 on 8^th March 2023, 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 30^th September 2023.

iv) There have been no instances of fraud reported by abovementioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2022-23.

26. Compliance with Secretarial Standards

During FY 2022-23, 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 2022-23.

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.