Date, Location, and Type of Meeting

This is a Postal Ballot process, not a physical meeting. The notice is dated August 28, 2026. The Registered Office of the Company is at 8th Floor, Brigade Opus, 70/401, Kodigehalli Main Road, Bengaluru - 560092.

Summary of Proposed Resolutions and Implications

Three Ordinary Resolutions are proposed for shareholder approval via postal ballot:

Item No. 1: Approval of Material RPTs with Hitachi Energy Sweden AB

  • Seeks approval for transactions (sale/purchase of products, components, systems, spares, and services) with an aggregate value of up to INR 2,800 Crores during FY26-27.
  • HE Sweden is a fellow subsidiary. Transactions are stated to be at arm's length and in the ordinary course of business.
  • The materiality threshold for the Company is INR 814.77 Crores (10% of consolidated turnover). Transactions as of June 30, 2026, were INR 338.89 Crores but are expected to exceed the threshold.
  • Justification: Critical for project execution, provides access to specialized products and engineering expertise not readily available elsewhere.

Item No. 2: Approval of Material RPTs with Hitachi Energy USA Inc

  • Seeks approval for transactions (sale/purchase of products, components, systems, spares, and services) with an aggregate value of up to INR 1,900 Crores during FY26-27.
  • HE USA is a fellow subsidiary. Transactions are stated to be at arm's length and in the ordinary course of business.
  • Transactions as of June 30, 2026, were INR 231.99 Crores but are expected to exceed the materiality threshold.
  • Justification: Supports export growth strategy, Feeder Factory operations, and leverages manufacturing capabilities for global opportunities.

Item No. 3: Approval of Material RPTs with Hitachi Energy Ltd, Switzerland

  • Seeks approval for transactions (sale/purchase of products, components, systems, spares, and services, including royalty & technology payments) with an aggregate value of up to INR 1,300 Crores during FY26-27.
  • HE Switzerland is the Holding Company. Transactions are stated to be at arm's length and in the ordinary course of business.
  • Transactions as of June 30, 2026, were INR 204.20 Crores but are expected to exceed the materiality threshold.
  • Royalty payments in FY25-26 were INR 241.85 Crores and will remain within the separate 5% of turnover limit (INR 407.39 Cr) prescribed by SEBI.
  • Justification: Integral for technology-led growth, provides access to proprietary technologies, IP, R&D, and global innovation platforms.

Voting Process and Methods

  • Method: The voting will be conducted entirely through remote e-voting (electronic means). Physical submission of ballot forms is not permitted.
  • Service Provider: The Company has engaged KFin Technologies Limited to provide the remote e-voting facility.
  • Voting Period: The remote e-voting shall commence on Sunday, September 13, 2026, at 9:00 a.m. (IST) and end on Monday, October 12, 2026, at 5:00 p.m. (IST).
  • Eligibility: Members whose names appear in the Register of Members/List of Beneficial Owners as of the cut-off date, Friday, September 04, 2026, are entitled to vote.
  • Communication: The notice is being sent only through electronic mode to members whose email addresses are registered.

Key Voting Outcomes and Scrutinizer

  • Scrutinizer: Mr. Pramod S. M. (FCS 7834), Practicing Company Secretary, Bengaluru, has been appointed to scrutinize the postal ballot voting process. Mr. Biswajit Ghosh (FCS 8750) is the alternate scrutinizer.
  • Result Declaration: The scrutinizer will submit his report to the Chairman by Wednesday, October 14, 2026. The results of the postal ballot will be declared on or before this date.
  • Publication of Results: The results, along with the scrutinizer's report, will be placed on the Company's website (https://www.hitachienergy.com/in/en/investor-relations) and KFintech's website (https://evoting.kfintech.com). The results will also be communicated to the BSE and NSE and displayed at the Company's Registered Office.
  • Voting Rights: Voting rights shall be in proportion to the paid-up equity share capital held as of the cut-off date (September 4, 2026).
  • Related Party Restriction: As per SEBI Listing Regulations, related parties are not permitted to vote on these resolutions.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI Regulations: Regulation 30, 44, and 23(4) of the SEBI (LODR) Regulations, 2015.
  • Companies Act, 2013: Sections 102, 108, 110, and 188.
  • Companies (Management & Administration) Rules, 2014: Rules 20 and 22.
  • MCA Circulars: General Circular Nos. 14/2020, 17/2020, 20/2020, and the latest being 03/2025 dated September 22, 2025, permitting the use of electronic mode for notices and voting.
  • Secretarial Standard: SS-2 on General Meetings issued by ICSI.

Names and Roles of Signatories

The notice and explanatory statement are signed by:

  • Poovanna Ammatanda, General Counsel and Company Secretary (FCS 4741), who is the key executive responsible for the disclosure.

Other Relevant Information

  • Independent Report: The Company has obtained an independent report from M/s. Deloitte Touche Tohmatsu India LLP confirming that the proposed RPTs are at arm's length and in the ordinary course of business. This report is available on the Company's website.
  • Audit Committee & Board Approval: The Audit Committee and Board of Directors have reviewed and recommended all three resolutions for shareholder approval at their meeting held on August 28, 2026.
  • Interested Directors: Mr. Ismo Antero Haka, Mr. Jan Niklas Persson, and Mr. Nuguri Venu (MD & CEO) are considered interested in these resolutions due to their employment with the related parties.
  • Historical Transactions: The explanatory statement provides detailed financials of transactions with the related parties for the previous three financial years (FY23-24 to FY25-26).