Page 145 - Hitachi IR 2025

performance. Focused on advancing India’s energy
system to be more sustainable, flexible and secure,
the Company strives to provide maximum value
to its customers through pioneering technology,
sustainable products and solutions, expertise in
digitalisation and a wide and highly organised
network that combines manufacturing, sales
and service.
To capitalise on further growth opportunities in its
existing operations and to evaluate both organic
and inorganic options to improve its market
share and accelerate its business growth on a
consolidated basis and after taking into account
the ongoing requirement for working capital and
capital expenditure (capex) for the upgradation
and expansion of the Company’s businesses and
ongoing projects, it was assessed that the Company
would require sufficient funds to cater such growth
and expansion plans from time to time.
Accordingly, during the year under review, your
Company has decided to raise capital through
Qualified Institutional Placement (QIP), by allotting
equity shares to the eligible investors in accordance
with the applicable laws.
In view of the same, the Board of Directors
of the Company at their Meeting held on
January 18, 2025, had approved the proposal
for raising of capital by way of public or private
offering including through a QIP to eligible investors
through an issuance of equity shares or other
eligible securities for an amount aggregating up to
`4,200 Crores and had recommended the same
for the approval of the Shareholders. Further, the
Board has constituted a Committee known as “Fund
Raise Committee” and delegated their powers to
ensure all decisions and approvals related to the
fund-raising matters were taken in a timely manner,
including the appointment of Book Running Lead
Managers, Legal Counsels and other intermediaries.
Furthermore, the Shareholders by way of Postal
Ballot on February 20, 2025, had approved the
proposal for raising of capital by way of public or
private offering including through a QIP to eligible
investors through an issuance of equity shares or
other eligible securities for an amount aggregating
up to `4,200 Crores. Based on the Board and
Shareholders’ approval, all other necessary
actions were taken into consideration such as the
appointment of a monitoring agency, opening
of an escrow account, obtaining Independent
Chartered Accountant certificates, finalization of
Preliminary Placement Document and Placement
document, etc.
Accordingly, the Fund Raise Committee, on
March 13, 2025, had approved the allotment of
21,90,688 equity shares having face value of `2 each
through QIP under the provisions of Chapter VI of
the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2018, as amended (“SEBI ICDR Regulations”) and
Section 42 and 62 of the Companies Act, 2013
(the Act) including the rules made thereunder, each
as amended to the eligible Qualified Institutional
Buyers (QIB), at the issue price of `11,507 per
equity share, including a premium of `11,505 per
equity share post considering a discount of `605.50
per equity share (i.e., 5% of the floor price) in terms
of Regulation 176(1) of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018,
aggregating to approximately `2,520.82 Crores,
pursuant to the QIP of equity shares. Due to the
aforesaid allotment, the Shareholding percentage
of Promoter entity i.e., Hitachi Energy Ltd. was
reduced from 75% to 71.31% thereby increasing
the public shareholding from 25% to 28.69%.
The subscription was open from March 10, 2025 to
March 13, 2025.
The utilisation of proceeds/funds raised from the
QIP would be reviewed by the Audit Committee
as part of quarterly review of financial results and
the details of the same will also be filed with the
Stock Exchanges on a quarterly basis, pursuant
to Regulation 32 of the SEBI Listing Regulations.
During the year under review, the Company has not
utilized the net proceeds raised through the QIP.
The proceeds from the QIP issuance will be used
towards one or more of the objectives specified
in the Placement Document and a statement
towards the same forms part of the Corporate
Governance Report.
5. SHARE CAPITAL:
As of March 31, 2025, the authorized share capital
of the Company was `10 Crores comprising of
5,00,00,000 equity shares of `2 each and the
issued, subscribed and paid-up equity share capital
as of March 31, 2025, was `8.92 Crores comprising
of 4,45,72,363 equity shares of `2 each.
During the year under review, the Company issued
and allotted 21,90,688 equity shares to eligible
QIB’s at the issue price of `11,507 per equity share,
including a premium of `11,505 per equity share
post considering a discount of `605.50 per equity
share (i.e., 5% of the floor price), aggregating to
approximately `2,520.82 Crores, pursuant to the
QIP of equity shares.
Integrated Annual Report 2024-25143