(Rs in million)

i. Operations

The Turnover of the Company was Rs 131,045 million for the year ended 30th September, 2021 as compared to Rs 105,407 million in the previous year. The Company's Profit from Operations for the year ended 30th September, 2021 was Rs 12,684 million as compared to Rs 7,387 million in the previous year.

The Profit after Tax for the year ended 30th September, 2021 was Rs 11,030 million as compared to Rs 7,565 million during 30th September, 2020.

a. Acquisition of C&S Electric Limited

On 1st March 2021, Company acquired 99.22% (approximately) equity shares of C&S Electric Limited from its promoters, for an aggregate consideration of Rs 21,000 million on a cash free / debt free basis on terms and conditions that are mutually agreed between the parties to the transaction.

b. Sale and transfer of Mechanical Drives business

On 1st January 2021, the Company sold and transferred its Mechanical Drives business as a going concern on a slump sale basis to Flender Drives Private Limited for a consideration of Rs 3,759 million (after adjusting the consideration of Rs 4,400 million for changes in net current assets and capital expenditure as per the terms and conditions agreed between the parties).

c. Subscription to Equity share capital of Sunsole Renewables Private Limited

The Company in its continuing efforts to reduce its carbon footprint and the impact on climate change, has decided to procure solar power for its manufacturing facility located at Kalwa, Maharashtra.

In this regard, the Company has executed a Power Purchase Agreement and has entered into a Share Subscription and Shareholders Agreement on 22nd October 2021 for the subscription of 26% of the paid-up equity share capital of Sunsole Renewables Private Limited, Mumbai, India, for an amount not exceeding Rs 16 million subject to fulfilment of conditions precedent as agreed between the parties.

iii. Update on second wave of COVID-19

The second surge of the pandemic had impacted human lives in an unprecedented manner. A cross-functional Siemens India Task Force Team has been working since March 2020 to coordinate the implementation of concrete measures to support employees. In addition, the Company has provided testing kits, oxygen concentrators, oxygen generators etc. to hospitals around the country.

3. Dividend

The Board of Directors has recommended a dividend of Rs 8 per equity share having face value of Rs 2 each, subject to the approval of the Members at the 64th Annual General Meeting. In the previous year, the Company paid a Dividend of Rs 7 per equity share of Rs 2 each.

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Dividend Distribution Policy of the Company is available on the Company's website at https://new.siemens.com/in/en/company/investor-relations.html

4. Share Capital

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

5. Subsidiary companies

Siemens Rail Automation Private Limited (''SRAPL'') is engaged in the business of manufacture, supply, design, installation and commissioning of Railway Signaling equipment consisting of trackside and on board equipment.

The Company has not made any equity investment in SRAPL during the year.

During the year under review, by virtue of acquisition of 99.22% (approximately) equity shares of C&S Electric Limited ("C&S") by the Company, C&S has become a subsidiary of the Company.

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 obtained a certificate from the Statutory Auditor certifying that the Company is in compliance with the Foreign Exchange Management Act, 1999 with respect to downstream investment.

A summary of performance of subsidiaries is provided below.

The turnover of SRAPL for FY 2020-21 stood at '1,130 million (0.8%) of consolidated turnover of the Company as compared to Rs 913 million in the previous year and its Profit from Operations for the year ended 30th September, 2021 was Rs 303 million as compared to Rs 117 million in the previous year.

SRAPL has reported Profit after Tax for the year ended 30th September, 2021 of Rs 265 million as compared to Rs 121 million during FY 2019-20.

The turnover of C&S for the period from 1st March 2021 to 30th September 2021 stood at Rs 5932 million (4.3%) of consolidated turnover of the Company and its Profit from Operations for the period from 1st March 2021 to 30th September 2021 was Rs 163 million.

C&S has reported Profit after Tax for the period 1st March 2021 to 30th September 2021 of Rs 77 million.

The Company does not have any joint venture or associate companies during the year.

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 and C&S 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 notice of the 64th 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

During FY 2020-21, Mr. Cedrik Neike (DIN:07810035), resigned as Special Director (Nominee of Siemens AG) with effect from close of business hours of 30th November 2020.

Mr. Matthias Rebellius (DIN: 08975071) appointed as Special Director (Nominee of Siemens AG) with effect from 1st December 2020.

Mr. Yezdi Malegam (DIN: 00092017) ceased to be Independent Director of the Company with effect from 30th January 2021 upon completion of his tenure.

Ms. Mariel von Schumann (DIN:06625674) ceased to be Director of the Company with effect from 12th February 2021 as she did not seek re-appointment.

Mr. Josef Kaeser (DIN: 00867264) resigned as a Director of the Company with effect from 1st March 2021.

During FY 2020-21, based on recommendation of the Nomination and Remuneration Committee ("NRC) of the Company, the Board of Directors has appointed Mr. Willem Rudolf Basson (DIN: 009081871) as Director in the casual vacancy caused by the resignation of Mr. Kaeser with effect from 1st March 2021 to hold office up-to 64th Annual General Meeting of the Company pursuant to provisions of the Act.

The Board of Directors, on the recommendation of NRC has approved the appointment of Mr. Willem Rudolf Basson as Director (Non-Executive Non-Independent Director) with effect from the 64th Annual General Meeting subject to approval of the Members. Resolution for appointment of Mr. Basson as Director of the Company forms part of notice of 64th Annual General Meeting of the Company.

The Board places on record the appreciation for the valuable services, support and guidance rendered by Mr. Neike, Mr. Malegam, Ms. von Schumann and Mr. Kaeser during their tenure as Director of the Company.

The Independent Directors of the Company viz. Mr. Deepak S. Parekh (DIN: 00009078), Mr. Mehernosh. B. Kapadia (DIN: 00046612) and Ms. Anjali Bansal (DIN: 00207746) 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.

Dr. Daniel Spindler (DIN: 08533833) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Sunil Mathur, Managing Director and Chief Executive Officer (DIN:02261944), Dr. Daniel Spindler, Executive Director and Chief Financial Officer (DIN: 08533833) 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 2020-21, four 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.

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 2020-21, the recommendations of Audit Committee were duly accepted by the Board.

12. Corporate Social Responsibility

At Siemens, we have an unrelenting drive and promise to sustainably improve living conditions for as many people as possible. We deliver on this promise by combining our innovation with our know-how - in the areas of electrification and automation, enhanced by digitalization and by acting as a reliable and responsible partner. Our company-wide Corporate Citizenship framework forms a part of the Sustainability & Citizenship priority area. 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.

In accordance with the provisions of Section 135 of the Act and Rules framed there under, the Company has a Corporate Social Responsibility ("CSR") Committee of Directors comprising of Mr. Deepak S. Parekh (Chairman) (DIN: 00009078), Mr. Johannes Apitzsch, with effect from 13th February 2021 (DIN: 05259354), Mr. Sunil Mathur (DIN: 02261944) and Dr. Daniel Spindler (DIN: 08533833). Ms. Schumann was Member of CSR Committee until 12th February 2021. 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 30th September 2021, 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 30th September 2021 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 Report

In compliance with Regulation 34(2)(f) of LODR, Business Responsibility Report forms part of the Annual Report, describing initiatives taken by the Company from an environmental, social and governance perspective.

As a Green Initiative, the BRR for FY 2020-21 has been hosted on the Company's website, which can be accessed at https://new.siemens.com/in/en/company/investor-relations/annnual-report.html

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

21. Fixed Deposits

Your 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 2020-21.

23. Employees

Your Directors place on record their 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 notice of the 64th 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 the year, no complaint with allegations of sexual harassment was received by the Company.

25. Auditors

i. The Report issued by Messrs. B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022), Statutory Auditor for FY 2020-21 does not contain any qualification, reservation, adverse remark or disclaimer.

ii. 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 30th September 2022, at a remuneration as mentioned in the Notice convening the 64th AGM and same is recommended for your consideration and ratification.

The Company had filed the Cost Audit Report for FY 2019-20 on 3rd March 2021, 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 30th September 2021.

iii. 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 202021 issued by Secretarial Auditor i.e. Messrs. Parikh Parekh & Associates, Practicing Company Secretaries (Unique Code No. P1978MH01000) is provided as Annexure X to this Report. The Secretarial Audit Report for FY 2020-21 does not contain any qualification, reservation, adverse remark or disclaimer.

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 2020-21.

26. Compliance with Secretarial Standards

During FY 2020-21, the Company has complied with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and adopted under the Act.

27. 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.

28. 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.

29. 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.