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August13,2020 BSE Limited P.J. Towers Dalal Street Mumbai 400 001 (Atten:DCS Listing) Dear Sirs HITACHI National Stock Exchange of India Limited Exchange Plaza, 5 th Floor Plot No. C/1 , G Block Bandra-Kurla Complex, Bandra (E) Mumbai 400 051 (Atten:Manager Listing Department) Subject : 1 st Annual General Meeting - August 13, 2020 and voting results Ref : BSE Scrip: 543187 (POWERINDIA) NSE Symbol: POWERINDIA With regard to the above subject, please find enclosed the following: 1. Summary of proceedings as required under Regulation 30, Part-A of Schedule -Ill of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the Chairman Statement as read out during the AGM as Annexure - I. 2. Voting results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations as Annexure - II. 3. Report of Scrutinizer dated August 13, 2020 pursuant to the Companies Act, 2013 and the Compa- nies Management and Administration) Rules, 2014 as Annexure Ill. You are requested to take the same on your record. Thanking you. B Power Products and Systems India Limited \ Poovanna Ammatanda General Counsel and Company Secretary Encl: As above ABB Power Products and Systems India Limited Registered Office & Corporate Office 8th Floor. Brigade Opus. 70/401, Kodigehalli Main Road, Bengaluru•560 092 Phone: +91 8022041800 CIN: U31904KA2019PLC121597 https:// www.hitachiabb-powergri ds.com/ .n 1111 ,., ..... HITACHI ABB POWER GRIDS

HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

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Page 1: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

August13,2020

BSE Limited P.J. Towers Dalal Street Mumbai 400 001 (Atten:DCS Listing)

Dear Sirs

HITACHI

National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No. C/1 , G Block Bandra-Kurla Complex, Bandra (E) Mumbai 400 051 (Atten:Manager Listing Department)

Subject : 1st Annual General Meeting - August 13, 2020 and voting results

Ref : BSE Scrip: 543187 (POWERINDIA) NSE Symbol: POWERINDIA

With regard to the above subject, please find enclosed the following:

1. Summary of proceedings as required under Regulation 30, Part-A of Schedule -Ill of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the Chairman Statement as read out during the AGM as Annexure - I.

2. Voting results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations as Annexure - II.

3. Report of Scrutinizer dated August 13, 2020 pursuant to the Companies Act, 2013 and the Compa­nies Management and Administration) Rules, 2014 as Annexure Ill.

You are requested to take the same on your record.

Thanking you.

B Power Products and Systems India Limited \

✓ Poovanna Ammatanda General Counsel and Company Secretary

Encl: As above

ABB Power Products and Systems India Limited Registered Office & Corporate Office 8th Floor. Brigade Opus. 70/401, Kodigehalli Main Road, Bengaluru•560 092 Phone: +9 1 8022041800

CIN: U31904KA2019PLC121597 https://www.hitachiabb-powergrids.com/

.n 1111 ,., .....

HITACHI ABB POWER GRIDS

Page 2: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

Annexure - I

HITACHI Jl 1111 ,.,.,'

Summary of Proceedings of 1st Annual General Meeting held on August 13, 2020

As required under item 13 of Part A in Schedule Ill of Regulation 30 of Listing Regulations, we furnish below the summary of proceedings of 1st Annual General Company held on August 13, 2020 at 11 .00 AM through Video Conferencing Other Audio Visual Means OAVM"):

Item Particulars Resolution No ~uired 1 Adoption of Financial State- Ordinary

men ts and Reports of the Board ~ion of Directors and the Auditors hereon

2 Appointment of Mr. Sanjeev Ordinary Sharma {DIN :07362344) as a ion Director

3 Appointment of M/s. S.R. Batli- Ordinary boi & Associates LLP, Char- ion ered Accountants (Registration

No. 101049W/ E300004) as Statutory Auditors for a term of 5 years

You are requested to take the same on your record.

Thanking you.

Yours faithfully,

F~ ;:; Pmdocts aod Systems lodla Limited

Poova Ammatanda General Counsel and Company Secretary

re-

Resolu-

Resolu-

Resolu-

ABB Power Products and Systems India limited Registered Office & Corporate Office

CIN: U31904KA2019PLC121597 https://www.hitachiabb-powergrids.com/

8th Floor, Brigade Opus, 70/401, Kodigehalli Main Road, Bengaluru-560 092 Phone: +91 80 22041800

Mode of Voting Remarks

By Remote E-voting Passed with requi-and E-voting during site Majority. heAGM

By Remote E-voting Passed with requi-and E-voting during site Majority. heAGM

By Remote E-voting Passed with requi-and E-voting during site Majority. heAGM

HITACHI ABB POWER GRIDS

Page 3: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

2020-08-04 HITACHI ABB POWER GRIDS

ABB Power Products and Systems India Limited 1st Annual General Meeting

Chairman's speechFrank Duggan

Page 4: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

1S T ANNUAL GENERAL MEETING, CHAIRMAN’S SPEECH

2020-08-04 2/5

Ladies and gentlemen,

It gives me great pleasure to welcome you to the first Annual General Meeting of your Company, Hitachi ABB Power Grids India, listed on stock exchanges as ABB Power Products and Systems India Ltd. It is unfortunate that we are not able to meet in person, however, I hope that you and your families continue to stay safe.

As I speak to you today, I am moved by the challenges we have overcome and proud of our resolve to serve our customers and play a key role in India’s growth story and energy transition.

Over the last 6 months, the pandemic has spread its tentacles across the world and into every aspect of our lives. Through such a time, our Managing Director, N Venu, and his team have demonstrated exemplary stewardship. Our employees have worked extremely hard to comply with all government norms, while ensuring uninterrupted service to all mission critical customer projects.

As you know, in 2019, we began our march to a new future backed by the legacy accorded to us by our former patron. The carve-out and the build-up processes were intensive, extending across every aspect – people, locations & offices, and financing. We could achieve the requisite milestones on time because of the spirited efforts of all involved – at Power Grids and at ABB.

Consequent to the approval of the Scheme of Arrangement by the National Company Law Tribunal, the Power Grids business demerged from ABB India Limited and became a standalone legal entity - ABB Power Products and Systems India Limited – with effective date as December 01, 2019. As per the Scheme, shareholders of ABB India Limited as on December 23, 2019, became the shareholders of your Company. The ratio being one share of your Company for every five shares held in ABB India Limited. The company was listed on the stock exchanges on March 30, 2020.

Right from the start, we invested ourselves in taking careful, measured steps in the direction vested in your and India’s long-term success. You will notice that the Directors have not recommended dividend for the truncated financial period ended December 31, 2019, based on the understanding that as a new company in its initial quarters, we need to harness resources to stabilize operations and ready for future growth.

Today, in my address, I would like to share with you the key developments of the year in discussion – 2019; speak about the market environment we operated in and offer my outlook for business and India’s energy industry.

I will also briefly touch upon our performance in the nine-month period from April until December 2019. N Venu, who took charge as Managing Director of your Company effective December 2, 2020, will further elaborate on Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented times.

The year that was We all know, 2019 was a difficult year for the Indian economy – investment was tepid, job creation and jobs-driven consumption recovery, missing. The situation was further exacerbated by financial sector woes triggered by NBFC defaults as well as headwinds arising from global trade turbulence, protectionist measures from various countries and weaker global demand. The volatility in global markets had some helpful consequence for India in the form of higher net Foreign Direct Investments, and relatively stable and lower oil prices.

The power sector – our field of expertise – remained under pressure due to power purchase agreement re-negotiations, demand reduction and mounting dues from distribution companies to the generating companies.

On the positive side, the government, who returned to power in 2019 with a thumping majority, attempted to provide fiscal support in domestic markets, complemented by several rounds of monetary policy easing by the Reserve Bank of India. Thrust was provided for infrastructure projects and measures taken to usher credit liquidity in the system.

Specific to power, a new tariff policy was promised to reduce losses of distribution companies, efforts made to facilitate 24/7 power for all by 2022, and INR 10,000 crore allocated for the faster adoption of electric vehicles to advance clean energy over time, among many other things.

Page 5: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

1S T ANNUAL GENERAL MEETING, CHAIRMAN’S SPEECH

2020-08-04 3/5

The Indian power landscape This has been necessary in view of India’s rising power demand and fast-evolving power grid.

India’s overall energy demand is likely to double by 2040, with electricity demand potentially tripling due to increased appliance ownership and cooling needs. Already, the country is the third largest consumer of electricity in the world after China and the U.S.

India ranks third on renewable energy investment and future plans and the share of clean alternate energy in the country’s generation profile has increased manifold over the past decade. By 2022, about 175 GW of renewable energy capacity is likely to be installed in the country, expected to go up to 450 GW by 2030. The country is also on an ambitious journey to electrify more than a quarter of its vehicle fleet by 2030; testing of operational feasibility of e-buses, cars, two-wheelers, rickshaws, taxis and heavy vehicles, are already making in-roads. We are also looking at 100 percent rail electrification at some point.

India’s need for information is also rising exponentially. We are the second largest online market in the world. By next year, we will have over 600 million internet users. This will result in a jump in data centers. Renewables, and consequently battery energy storage systems (BESS) will play a key enabling role in powering such surge in demand.

But the integration of renewables and hybrid devices into largest synchronous grid in the world is no easy feat. Solar and wind farms are located far away from cities and require efficient transportation modes like HVDC; there are intermittency and volatility issues attached to renewables. The integration of multiple points like solar parks, rooftops, wind farms and new-age devices like EVs and e-heaters also contribute to grid instability that needs to be managed real time.

The partner of choice for a stronger, smarter and greener power grid in India

Your Company makes all this possible, and more.

As a global leader in power technologies, we make the adoption of alternate energy easier, faster and more efficient. Our technologies make the grid resilient enough to incorporate and handle changes, using the fourth industrial revolution as an ally in adapting to the energy evolution. We enable increased use of clean energy sources across focus sectors of utilities, industries, transportation and infrastructure to drive business growth and shape the future of sustainable energy.

In 2019, your Company built on available opportunities and made headway into eight carefully chosen high-growth segments - i.e., grid automation, FACTS, rail, HVDC, data centers, software, EV infrastructure and microgrids - to drive future growth. To demonstrate, we energized and commissioned the world’s first multi-terminal Ultra High Voltage Direct Current (UHVDC) transmission system that will supply clean hydropower to 90 million people. We entered into an MoU with Ashok Leyland at the start of 2020, on piloting the application of charging technologies to needs of local public transport like buses.

Your Company keeps the United Nations’ Sustainable Development Goals, most notably Goal 7 on affordable and clean energy, at the core of its operations. In addition, with our well-established manufacturing and engineering footprint in India, we are intrinsically aligned with the government’s focus areas of Make-in-India and Power-for-All. For decades we have been investing in our domestic manufacturing footprint, engineering talent and harnessing local innovation, always ready to cater to the evolving needs of local customers as India scales its growth path.

Your Company’s expertise in the digital transformation of the grid is being leveraged by several state and city utilities as they ready to meet the energy needs of tomorrow – be it by digitalizing existing infrastructure like transformers with smart add-ons such as Core-tec or Core-sense, through the implementation of digital grid automation solutions or by engineering compact digital substations. Based on where customers are in their digital transformation journey, we are also creating and strengthening their cyber-security infrastructure. Projects such as these will be key enablers to India’s larger vision of Smart Cities and One Sun - One World - One Grid.

We are at the forefront of power technology revolution, executing industry leading projects through the industrial internet of things, services and people. As N Venu, Managing Director of your Company, will detail later in the meeting, many of our key orders in 2019 emanated from the vision for next level technology across sectors – be it in utilities, industry or infrastructure and transportation. From the modernization of power infrastructure for utilities to the upgradation of railways with new locos to laying the groundwork for electric vehicle charging – your Company has powered ahead and retained its strong market position with a focused purpose of powering good for a sustainable energy future.

Page 6: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

1S T ANNUAL GENERAL MEETING, CHAIRMAN’S SPEECH

2020-08-04 4/5

Performance in 2019

As the first year of operations, 2019 could easily be a case study of how to carve out and build-up an INR 3231 crore company, with over 2,200 people, five manufacturing locations and 17 sales offices, all while ensuring business continuity and sustained customer engagement through challenging markets.

Through its commitment to increasing access to affordable, reliable, sustainable and modern energy for all, your Company delivered a PAT of INR 165.39 crore in the nine-month period from April-December 2020.

This was achieved while meeting the highest standards of corporate responsibility we hold ourselves to, and you can take pride in. We are focused on reducing our environmental footprint through closely monitored efficient resource management and waste reduction. In fact, waste reduction is incorporated at the product design stage across our portfolio. Source segregation, in-house recycling of packaging materials and reuse add more value to waste. Seventy percent of what remaines after all this is recycled by certified partners, minimizing the quantum of non-recyclable wastes that is sent to the landfill.

Thirty five percent of the electricity your Company consumes from the grid is from green sources. This is boosted by our own solar installations to power some of our location operations. And although the manufacturing processes in most of our sites are not water intensive, we view water consumption as a material due to the sheer scarcity of freshwater in the world. By planned merging of effluent management systems and application of RO processes, we have cut down our freshwater intake at the most water intensive factory by 20% in 2019.

And lastly, we harbor high ambitions when it comes to people. We will continue to invest in people – be it in the community, by nurturing CSR programs that are well aligned with UN Sustainable Goals of education, empowerment of weaker sectors, or by extending the fabric of our own workforce. We all know that innovation is achieved only through diversity of thought.

Outlook Further on, for 2020, the outbreak of the Coronavirus has posed an extraordinary challenge – one none of us would have seen or dealt with before. While we adapt to it, we have to adjust our market outlook accordingly.

With various macro parameters already putting downward pressure on economic growth, this pandemic has pushed many projects and orders to the backburner, affected supply chains and made us fairly less optimistic than before.

But, as normalcy is restored, we anticipate our long-term demand drivers to remain intact. As a society we will have an opportunity to build back better in a post-Covid world, and Hitachi ABB Power Grids is readying to partner this green transition across utility, industries and smart life.

We anticipate renewables and rail will continue to be areas of robust growth, while the data center and e-mobility markets herald opportunities for new business models and overall sector growth. Government spending in infrastructure and efforts to boost credit liquidity would likely provide a mild thrust for industry capex as well.

Through all this, your Company will be doing what it does best - create value for customers. We will continue to grow and deploy best-in-class technologies, made in India, for projects of national importance. We have a robust order backlog, proven expertise in execution and solid footprint which will ensure we retain and further accelerate our performance even in a mixed market. Acknowledgment With this, I would like to say that I am very grateful to all our customers, channel partners, shareholders, suppliers, banks, financial institutions, the government and other stakeholders for their continued support, partnership and invaluable contribution in facilitating our operations in India amidst difficult times.

I look forward to your continued support as we write a new chapter of our growth story. You would be aware that on July 1, 2020, Hitachi Ltd. and ABB Ltd. announced the completion of all required procedures and the formation of Hitachi ABB Power Grids Ltd. Hitachi has an 80.1 percent stake in this new joint venture entity and ABB holds the balance. While currently ABB Asea Brown Boveri Ltd directly holds ~75% of the equity share capital in your Company, the said equity share capital is anticipated to be transferred to Hitachi ABB Power Grids Ltd as part of a delayed closing. From July 01, 2020 (Closing), Hitachi, Ltd. has acquired indirect control of your Company.

Page 7: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

1S T ANNUAL GENERAL MEETING, CHAIRMAN’S SPEECH

2020-08-04 5/5

I wish to thank the ABB Group for their abundant support to ABB Power Grids, to Hitachi for their partnership, and my colleagues on the Board for their unfailing guidance. In conclusion, on behalf of the entire Board and all shareholders, I acknowledge and commend the dedication and commitment of the management and all employees of the Company who stayed strong and made us who we are.

With you all, Hitachi ABB Power Grids is well-positioned to shape the future of sustainable energy, with pioneering and digital technologies, as the partner-of-choice for enabling a stronger, smarter and greener grid.

Thank you.

Page 8: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

f:-• ADD ft

_,_ " ..... ,..,,i ,._ lnAis I iMitNt

ABB POWER PRODUCTS AND SYSTEMS INDIA LIMITED \ \ I . __.

Date of the AGM/EGM 13-08-2020 \.. \./ A~~ Total number of shareholders on record date 53872 'CV' .......... No. of shareholders present in the meeting either in person or through proxy: Poot afl"na Ammatanoa

Promoters and Promoter Group: 1 General \.OUnNI ana . Public: 45

No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: Not Applicable

Public: Not Applicable

Resolution No. 1

Resolution required: (Ordinary/ Special) ORDINARY - Adoption of Financial Statements and Reports of the Board of Directors and the Auditors thereon

Whether promoter/ promoter group are interested in the agenda/resolution? Yes ~

% of Votes Pol led % of Votes in % of Votes

on out standing favour on votes against on votes

No. of shares held No. of votes shares No. of Votes - in No. of Votes - polled polled

Category Mode of Voting (1) polled (2) (3)=[(2)/(1))* 100 favour (4) against (5) (6)=[(4)/(2))*100 (7)=[(5)/(2))*100 Votes Invalid Votes Abstained

E-Voting 31,786,256 100.0000 31,786,256 0 100.0000 0.0000 0 0

Poll 0 0.0000 0 0 0.0000 0.0000 0 0 Postal Ballot (if

31,786,256

Promoter and Promoter Group applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 31,786,256 100.0000 31,786,256 0 100.0000 0.0000 0 0

E-Voting 1,699,926 34.5128 1,557,813 142,113 91.6400 8.3599 0 77,373

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if 4,925,490

Public- Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 1,699,926 34.5128 1,557,813 142,113 91.6400 8.3600 0 77373

E-Voting 128,474 2.2659 12i,473 1 99.9992 0.0007 0 0

Poll 574 0.0101 574 0 100.0000 0.0000 0 0

Postal Ballot (if 5,669,929

Public- Non Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 129,048 2.276 129,047 1 99.9992 0.0008 0 0

Total 42,381,675 33,615,230 79.3155 33,473,U6 142,114 99.5772 · 0.4228 0 77373

Resolution No. 2

Resolution required: (Ordinary/ Special) ORDINARY - Appointment of Mr. Sanjeev Sharma DIN 07362344 as a Director

Whether promoter/ promoter group are

interested in the agenda/resolution? Yes

% of Votes Polled % of Votes in % of Votes on out standing favour on votes aga inst on votes

No. of shares held No. of votes shares No. of Votes - in No. of Votes - polled polled

Category Mode of Voting (1) polled (2) (3)=[(2)/(1))* 100 favour (4) aga inst (5) (6)=[(4)/(2))*100 (7)=[(5)/(2))*100 Votes Invalid Votes Abstained

E-Voting 31,786,256 100.0000 31,786,256 0 100.0000 0.0000 0 0

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if 31,786,256

Promoter and Promoter Group applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Page 9: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

Total 31,786,256 100.0000 31,786,256 0 100.0000 0.0000 0 0

E-Voting 1,777,299 36.0837 1,777,299 0 100.0000 0.0000 0 0

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if 4,925,490

Public- Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 1,777,299 36.0837 1,777,299 0 100.0000 0.0000 0 0

E-Voting 128,474 2.2659 128,445 29 99.9774 0.0225 0 0

Poll 534 0.0094 534 0 100.0000 0.0000 0 40

Postal Ballot (if 5,669,929

Public- Non Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 129,008 2.2753 128,979 29 99.9775 0.0225 0 40

Total 42,381,675 33,692,563 79.4980 33,692,534 29 99;9999 0.0001 0 40

Resolution No. 3

Resolution required: (Ordinary/ Special) ORDINARY - Appointment of Ms. S.R. Batliboi Associates LLP, Chartered Accountants Registration No. 101049W £300004 as Statutory Auditors for a term of 5 years

Whether promoter/ promoter group are

interested in the agenda/resolution? Yes

% of Votes Polled % of Votes in % of Votes

on outstanding favour on votes against on votes

No. of shares held No. of votes shares No. of Votes - in No. of Votes - polled polled

Category Mode of Voting (1) polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2))* 100 Votes Invalid Votes Abstained

£-Voting 31,786,256 100.0000 31,786,256 0 100.0000 0.0000 0 0

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if 31,786,256

Promoter and Promoter Group applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 31,786,256 100.0000 31,786,256 0 100.0000 0.0000 0 0

£-Voting 1,777,299 36.0837 1,777,299 0 100.0000 0.0000 0 0

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if 4,925,490

Public- Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 1,777,299 36.0837 1,777,299 0 100.0000 0.0000 0 0

E-Voting 128,474 2.2659 128,447 27 99.9789 0.0210 0 0

Poll 534 0.0094 534 0 100.0000 0.0000 0 40

Postal Ballot (if 5,669,929

Public- Non Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 129,008 2.2753 128,981 27 99.9791 0.0209 0 40

Total 42,381,675 33;692,563 79.4980 33,692,536 27 99.9999 0.0001 0 40

ForAU~~ cts •~ Systems lnaia Limited

Poovan~ a General Counsel and Company Secretary

Page 10: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

CSSKANNAN Complete Ct1mpli ance

SCRUTINIZER'S REPORT (Pursuant to section 110 of the Companies Act, 2013 and Rule 22 of the Companies (Management and

Administration) Rules, 2014.

13th August, 2020

The Chairman/ Authorized Person l stAnnual General Meeting of the Equity Shareholders of ABB POWER PRODUCTS AND SYSTEMS INDIA LIMITED held on Thursday, 13thAugust 2020, at 11:00 a.m. through Video Conferencing/ Other Audio Visual Means.

Dear Sir,

I, S Kannan, Practicing Company Secretary, appointed as Scrutinizer by the Board of Directors of ABB Power Products And Systems India Limited (the Company) for the purpose of scrutinizing e-voting process (remote e-voting) and electronic voting (e-voting) during the First Annual General Meeting (AGM)pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014 (Amendment Rules, 2015) and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations), in respect of the below mentioned Resolutions proposed at the l stAGM of the Equity Shareholders of the Company held on Thursday, 13th August 2020 at 11:00 a.m. through Video Conferencing (VQ / Other Audio Visual Means (OAVM) hereby submit my report

The Management of the Company is responsible for ensuring compliance with the requirements of the Companies Act, 2013, Listing Regulations and Rules and Circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) relating to conducting of AGM through VC/OAVM and voting through electronic means on the Resolutions specified in the AGM Notice dated 20th July 2020. My responsibility as a Scrutinizer for the voting process is restricted to make a consolidated Scrutinizer Report of the votes cast "in favour" or "against" the Resolutions based on the reports generated from the e-voting system both through e-voting (remote e-voting) and by electronic voting (e-voting) during the AGM.

Accordingly, I submit my report as under:

1. The e-voting facility both for e-voting prior to the AGM (remote e-voting) and voting at the AGM by electronics means (e-voting) was provided by KFin Technologies Private Limited (KFintech).

2. In terms of General Circulars No. 14/2020,17 /2020 and 20/2020, dated 08.04.2020, 13.04.2020 and 05.05.2020 respectively issued by MCA, (MCA Circulars), read with Circular No. SEBI/HO/CFD/CMDl/CIR/P/2020/79 dated 12.05.2020 issued by the SEBL the Company had sent the AGM Notice through electronic mode to those Members whose E-mail addresses were registered with the Company /Depositories. Accordingly, the communication of assent or dissent of the Members on the Resolutions stated in the Notice of the l stAGM of the Company, took place, only through the remote e-voting system and e-voting system during

the AGM. -: .I~

~Y/J I ·~

!f._~1/or , ,, :, r _ _ ~~ \ S KANNAN AND ASSOCIATES

Company Secretaries FCS 6261, PCS No.13016, Firm No.S2017KR473100.

Page 11: HITACHI · Hitachi ABB Power Grids India’s strategy, performance and key highlights from the previous year. He will also detail how we are readying for the future in such unprecedented

CS S KANNAN Complete Co,mpliance

3. The Equity Shareholders holding shares as on 6th August 2020, i.e. "cut off date", were entitled to vote on the Resolutions stated in the Notice of the 1st AGM of the Company.

4. For those Members who have not registered their email ids with the Company /Depositories, the Company had made arrangement to register the email ids, to receive AGM Notice, Annual Report and e-voting user ID and password. For permanent registration, the Members holding shares in physical mode were required to approach KFintech and the Members holding shares in demat mode were required to approach the respective Depository Participant. Alternatively, for temporary registration, all such Members were required approach the KFintech.

5. The Public advertisement in terms of the MCA Circulars with respect to 1st AGM was published on 21st July 2020 in English in Financial Express and in Kannada in Vijaya Karnataka.

6. The Members were informed vide the AGM notice that they were required to give their assent for or dissent against the Resolutions stated in the l stAGM Notice, either through remote e­voting facility or through the e-voting facility during the AGM. The remote e-voting was kept open from 9.00 AM on Monday, 10th August 2020 till 5.00 PM on Wednesday, 12th August 2020(both days inclusive).

7. Pursuant to the provisions of Listing Regulations and the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (including any amendments thereto), the Company has provided electronic voting facility (e--voting) to the Members of the Company and has engaged the KFintech for providing e-voting platform.

8. Particulars of all the Members who participated in thee-voting are separately maintained by Service Provider of the Company i.e. KFintech.

9. Names of the Members who had voted by remote e-voting through the facility provided by KFintech had been blocked and only those Members who were present at the AGM through VC and who had not casted their votes through the remote e-voting system, were allowed to cast their votes through e-voting system during the AGM.

10. As per the Electronic Attendance Register provided by the Kfintech, 46 shareholders of the Company had logged in and attended the meeting through Video Conferencing / Other Audio Visual Means.

11. After declaration of voting by the Chairman, the Members present in the AG:tvf through VC voted through e-voting facility provided by KFintech at the AGM. The e-voting facility was kept open for lSminutes post conclusion of AGM.

12. I have considered all electronic votes recorded from 9.00 AM on Monday, 10th August 2020 till 5.00 PM on Wednesday, 12th August 2020, being the last date and time fixed by the Company and all electronic votes casted during the AGM, through the e-voting system.

' -

~ ~ ·

s KANNAN AND ASSOCIATES ~ .LI l Company Secretaries ,. :11,

FCS 6261, PCS No.13016, Firm No.S2017KR473100. --13, Ground Floor, 1st Main Road, Venkateshwara Lay Out, Attiguppe, Vijayanagara, Bengaluru - 560040

Email : [email protected] / [email protected], Mobile : 98450 58441, www.kannancs.in

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CSSKANNAN Complete Co•mpli.ance

13. A summary of the electronic voting confirmations (e-votes) received for the Resolutions given in the Notice referred to above, seeking Members' approval as downloaded from the remote e-voting system of KFintech and votes casted in the AGM through e-voting facility and the total votes cast in favour or against all the Resolutions proposed in the Notice of the AGM are as under:

Res. E-VOTING Resolution Result

No. For Against

1 Adoption of Financial Statements and 33473116 142114 Passed with Reports of the Board of Directors and the requisite Auditors thereon. majority

2 Appointment of Mr. Sanjeev Sharma 33692534 Passed with (DIN :07362344) as a Director 29 requisite

majority 3 Appointment of M/ s. S.R. Batliboi & Passed with

Associates LLP, Chartered Accountants 33692536 27 requisite

as Statutory Auditors for a tem1 of 5 majority years

For your information, I have provided the details of vote casts through remote e-voting and votes casts through e-voting system during the AGM, in Annexure A.

I write to state that all Resolutions set out in the AGM Notice dated 20th July 2020 are approved by Members of the Company with requisite majority. You may accordingly declare the results as per law.

Further I state that

a. A list of equity shareholders who have casted their vote through Remote E-voting and E-voting at the AGM has been handed over to the Company Secretary.

b. The electronic data and all other relevant records relating to the e- voting shall remain in our safe custody and shall be handed over to the Company Secretary for preserving safely after the Chairman considers, approves and signs the Minutes of the aforesaid Annual General Meeting.

Encl: Annexure A

Yours truly, Kannan & Associates

Company Secretary FCS 6261, PCS 13016

UDIN No. F006261B000576721

S KANNAN AND ASSOCIATES Company Secretaries

FCS 6261, PCS No. 13016, Firm No.S2017KR473100. 13, Ground Floor, 1st Main Road, Venkateshwara Lay Out, Attiguppe, Vijayanagara, Bengaluru - 560040

Email : [email protected] / [email protected], Mobile : 98450 58441, www.kannancs.in

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Res. No.

1

2

3

ANNEXURE-A

ABB POWER PRODUCTS AND SYSTEMS INDIA LIMITED Details of Remote E-voting and £-Voting during First AGM held on 13th August 2020

Ballots Total Votes Ballots

Votes polled % of

Ballots Votes

Resolution Description Mode of Polling in votes in polled Received held in favour against

Favour favour against

Adoption of Financial Statements and Reports of the Board of Remote E-vo□ng 117 33692040 97 33472542 99.35 16 142114 Directors and the Auditors thereon.

E-voting at AGM 10 574 10 574 100.00 0 0 TOTAL 127 33692614 107 33473116 99.35 16 142114

Appointment of Mr. Sanjeev Remote E-voting 117 33692040 113 33692000 100.00 4 29 Shanna (DIN :07362344) as a Director. E-voting at AGM 10 574 9 534 93.03 0 0

TOTAL 127 33692614 122 33692534 100.00 4 29

Appointment of M/ s. S.R. BaUiboi 114 3 27

& Associates LLP, Chartered Remote E-voting 117 33692040 33692002 100.00 Accountants as Statutory Auditors for a term of 5 years. E-voting at AGM 10 574 9 534 93.03 0 0

TOTAL 127 33692614 123 33692536 100.00 3 27

NOTE: One of the shareholder who participated through remote e-voting has partially not voted to the extent of 11 shares held by them for all the 3 resolutions

%of votes

against

0.42

0.00

0.42

0.00

0.00

0.00

0.00

0.00

0.00

Invalid-Ballots

0

0 0

0

0

0

0

0

0

% of No. of Invalid

Invalid Abstain-

abstain Votes Ballots votes Votes

0 0 4 77373

0 0 0 0 0 0 4 77373

0 0 0 0

0 0 1 40

0 0 1 40

0 0 0 0

0 0 1 40

0 0 1 40

Company Secretary

FCS 6261, PCS 13016

UDIN No. F006261B000576721

% of votes

Abstain

0.23

0.00 0.23

0.00

6.97

6.97

0.00

6.97

6.97