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w) Disclosure by the Listed Entity and its Subsidiaries of ‘Loans and Advances in the Nature of Loans to Firms/
Companies in which Directors are Interested by Name and Amount:
The Company does not have any subsidiaries. The Company has not given any loans or advances to firms/
companies in which Directors are interested during the financial year ended March 31, 2025.
x) Reconciliation of Share Capital Audit Report:
A Company Secretary-in-Practice carries out a Reconciliation of Share Capital Audit on a quarterly basis, as
per Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations,
2018 read with SEBI Circular No. D&CC / FITTC/Cir- 16/2002 dated 31 December 2002, to reconcile
the total admitted capital with depositories viz National Securities Depository Limited (‘NSDL’) and Central
Depository Services Limited (‘CDSL’) and the total issued and listed capital. The audit confirms that the
total issued/ paid up capital is in agreement with the aggregate of the total number of shares in physical
form and the total number of shares in dematerialized form (held with NSDL and CDSL).
y) Disclosures:
i. Disclosures on Materially Significant Related Party Transactions:
There were no materially significant related party transaction during the financial year having a potential
conflict with the interests of the Company. Transactions with related parties, as per requirements
of Indian Accounting Standard 24, are disclosed in the notes to accounts annexed to the financial
statements. Further, the Company has not entered into any transaction of a material nature with the
Promoters, subsidiaries of Promoters, Directors or their relatives, etc., that may have potential conflict
with the interests of the Company.
ii. iii. iv. All the transactions with related parties were in the ordinary course of business and on an arm’s length
basis except transactions, which are disclosed in the Board’s Report. In terms of Regulation 23 of the
SEBI Listing Regulations, the Company obtains prior approval of the Audit Committee for entering into
any transaction with related parties from time to time.
Policy on dealing with Related Party Transactions can be viewed in the Company’s website. The link for
the same is: https://www.hitachienergy.com/in/en/investor-relations/corporate-governance#policies.
Details of Non-Compliance by the Company, Penalties and Strictures Imposed on the Company by
the Stock Exchanges or SEBI or any Statutory Authorities, on any matter related to Capital Markets
during the Last Three Years:
During last three years, neither any penalty nor any stricture has been passed by SEBI, Stock Exchanges
or any other Statutory Authority on matters relating to capital markets.
Whistle Blower Policy and Affirmation that No Personnel has been Denied Access to the Audit
Committee:
The Company has adopted Whistle Blower Policy/ Vigil mechanism for directors and employees to
report concerns about unethical or inappropriate behaviour, actual or suspected fraud or violation of the
Company’s Code of Conduct/ Business Ethics, leak of Unpublished Price Sensitive Information (UPSI)
and related matters. This mechanism also provides adequate safeguards against the victimization of
whistle blowers who avail of the whistle blower / vigil mechanism. The whistle blowers may also access
their higher level/ supervisors and/ or the Audit Committee No personnel has been denied access to
the Chairman of the Audit Committee, for making the complaint on any Integrity issue.
The Whistle Blower Policy can be viewed on the Company’s website at: https://www.hitachienergy.
com/in/en/about-us/integrity/reporting-channels/whistleblower-protection-policy.
Details of Compliance with Mandatory Requirements and Adoption of the Non-Mandatory
Requirements under the the SEBI Listing Regulations:
During the financial year 2024-25, the Company has fully complied with the mandatory requirements
as stipulated in the SEBI Listing Regulations.
The Company has adopted item E of the non-mandatory requirements as provided in Part E of Schedule
II to the the SEBI Listing Regulations which are discretionary requirements.
Integrated Annual Report 2024-25
191