Page 201 - Hitachi IR 2025

Except in case of meetings being convened at a shorter notice, adequate notice is given to all Directors to schedule
the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system
exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and
for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part
of the minutes.
We further report that based on review of compliance mechanism established by the Company and on the basis of
the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at their
meeting(s), we are of the opinion that the management has adequate systems and processes commensurate with its
size and operations, to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines; and
As informed, the Company has responded to notices for demands, claims, penalties etc. levied by various statutory
/ regulatory authorities and initiated actions for corrective measures, wherever necessary.
We further report that, during the reporting period:
1. The Company obtained approval from its Board of Directors in the meeting held on January 18, 2025, and from
the shareholders by passing a special Resolution through Postal Ballot on February 20, 2025, to raise funds
through a Qualified Institutional Placement (QIP) for an aggregate amount not exceeding `4,200 Crores. Based
on this approval, the Company has allotted 21,90,688 Equity Shares to eligible qualified institutional buyers at
an issue price of `11,507/- per share on 13th March 2025.
2. The Company has obtained approval from its members for increasing the borrowing powers of the Company
upto `11,500 Crore by passing a special Resolution through Postal Ballot on 23rd March 2025 in compliance
with Section 180 (1) (c) of the Companies Act, 2013 read with rules made thereunder and other applicable
provisions if any.
Place: Bangalore
Date: May 14, 2025
For BMP & Co. LLP,
Company Secretaries
Pramod S M
Partner
FCS No: 7834
CP No: 13784
PR No.: 6387/2025
UDIN: F007834G000335293
This report to be read with our letter of even date which is annexed as Annexure A and forms an integral part of
this report.
Integrated Annual Report 2024-25
199