ABB India Director Report

The Directors have pleasure in presenting their Seventy Fourth Annual Report together with Audited Financial Statements for the financial year ended December 31, 2023.

1. Financial Summary and Highlights:

		(Rs. in Crores)
Particulars	For the year ended December 31, 2023	December 31, 2022
Revenue from operations	10,446.52	8,567.53
other income	301.69	179.47
Profit before tax and exceptional items	1,650.70	1,011.00
Profit before tax and after exceptional items Tax expense:	1,650.70	1,350.26
- Current tax	421.14	325.14
- Deferred tax	(12.49)	8.89
Profit after tax	1,242.05	1,016.23
Other comprehensive income / (loss) (net of tax)	(3.76)	(11.82)
Balance brought forward from previous year	2,254.20	1,359.98
Amount available for appropriation Appropriations:	3,492.49	2,364.39
Equity dividend paid	223.10	110.19
Balance carried forward	3,259.39	2,254.20
Networth	5,944.60	4,939.41

2. Dividend:

The Board of Directors, at its meeting held on August 11, 2023, declared a special dividend of ? 5.50 (Rupees Five and Fifty paisa only) (275%) on 21,19,08,375 Equity Shares of face value of Rs.2/- each fully paid up for the financial year 2023.

Based on the Company''s good performance and a strong cash flow, your Directors are pleased to propose a final dividend at the rate of ? 23.80 (Rupees Twenty Three and Eighty paise only) per equity share of the face value of ? 2/- each (1190%) on 211908375 equity shares of the Company for financial year ended December 31, 2023. Dividend pay-out has been determined in accordance with the Company''s dividend distribution policy. Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date.

3. Dividend Distribution Policy:

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) can be accessed at the following Web-link: https://new.abb.com/docs/ librariesprovider19/default-document-library/dividend-distribution-policyca47b9f2c1f463c09537ff0000433538. pdf

4. Transfer to Reserves:

The Board of Directors have decided not to transfer any amount to the General Reserve for the year under review.

5. Share capital:

During the year under review, there was no change in share capital of the Company.

6. Performance and State of the company''s affairs:

During the year, orders from continuing operations touched an all time historic high of ? 12,319 crore in 2023 as against ? 10,028 crore in 2022. In 2023, the Company was able to optimize the conducive macro environment offered in the country as compared to global headwinds of uncertainty. Proactive engagement with identified sectors of high and moderate growth and the government''s focus programs like local manufacturing, infrastructure drive and transportation provided significant traction to the journey of consistent profitable performance. The order backlog at the end of the year held steady at ? 8,404 crore which continued to provide visibility to the future revenue streams. The revenue for the Company for the year 2023 reached

?10,447 crore for the first time as compared to ?8,568 crore in the previous year. For the full year, the Company''s profit before tax before exception stood at ? 1,659 crore as compared to ? 1363 crore in 2022. Profit after tax for the year was ? 1,248 crore. For the year, all the business areas posted a solid double digit growth riding on higher margin orders along with operating leverage across diverse market segments. The earnings per share for 2023 stood at ?58.90 for Financial Year 2023 vis-a-vis ?48.40 in 2022.

Discussion on the performance and state of Company''s affairs, has been covered as part of the Management Discussion and Analysis which forms part of this Report.

7. Management Discussion & Analysis

The Management Discussion & Analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

8. Material changes and commitment, if any, affecting financial position of the Company from the end of Financial Year and till the date of this Report:

No material changes and commitments have occurred after the closure of the Financial Year 2023 till the date of this Report, which would affect the financial position of your Company.

9. Subsidiaries, joint ventures and associate companies:

During the year under review, no company has become or ceased to be subsidiaries, joint ventures or associate companies.

10. Board Meetings and Annual General Meeting:

During the year under review four Board Meetings were held on: February 10, 2023, May 03, 2023, August 11, 2023 and November 09, 2023. Also, two separate meetings of Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 (the Act) were held during the year under review. For details of the meetings of the Board and its Committees, please refer to the Corporate Governance Report forming part of this Report. The intervening gap between the Board meetings was within the period prescribed under the Act.

The 73^rd Annual General Meeting (AGM) of the Company was held on May 04, 2023.

11. Directors and Key Managerial Personnel:

In accordance with the provisions of the Act read with Article 157 of the Articles of Association of the Company, Mr. Adrian Guggisberg, Non Executive Non Independent Director, will retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers herself for re-appointment.

13. Annual evaluation of Board Performance and Performance of its Committees and Directors:

Pursuant to applicable provisions of the Act, and the Listing Regulations, the Board has carried out annual evaluation of its own performance, performance of the Directors including Chairman assessment as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria and the mechanism for carrying out the Performance Evaluation process for the Board, its Committees and Directors. During the year, feedback was sought by way of structured questionnaires and evaluation was carried out based on various criteria and the responses received from the Directors.

The criteria for performance evaluation of the Board included aspects such as Board composition and quality, setting strategy, overall direction, effectiveness of Board processes, Board and management relations, contribution, board development, timeliness of information etc., The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effective participation of members of the Committees, deliberations and suggestions made by the Committee, effectiveness of the Committee''s recommendation for the decisions of the Board, etc., A separate peer review exercise was carried out to evaluate the performance of Individual Directors. The performance evaluation of the Chairman of the Board was also carried out, considering the views of all the remaining Directors.

The Directors noted that the results of the performance evaluation of the Board and its Committees, Chairperson and individual directors indicated a high degree of satisfaction among the Directors. A few areas of improvement which were suggested included Succession Planning, separate strategy setting sessions and training & development sessions on new digital avenues etc.

Further, the Independent Directors, at their exclusive meetings held during the year, reviewed the performance of the Board, its Chairman and Non-executive Directors and other items as stipulated under the Listing Regulations.

14. Nomination and Remuneration Policy:

The details of Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees along with other related matters have been provided in the Corporate Governance Report.

The copy of the Nomination and Remuneration policy can be accessed by clicking on weblink https://new. abb.com/docs/librariesprovider19/default-document-library/nomination-and-remuneration-policy new. pdf?sfvrsn=4548880a 2

15. Particulars of Employees and Remuneration:

The information required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure A which forms part of this Report. The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Annexure B.

Further, the Report and the Financial Statements are being sent to the Members excluding Annexure B statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon specific request made in writing to the Company by the Members. Any Member interested in obtaining the same may write to the Company Secretary at [email protected]. com. None of the employees listed in the said Annexure is related to any Director / KMP of the Company. The said information is available for inspection by the Members on any working day of the Company up to the date of the 74th Annual General Meeting.

16. Particulars of loans, guarantees or investments under Section 186 of the Act :

Particulars of loans, guarantees and investments covered under Section 186 of the Act, if any, forms part of notes to the Financial Statements provided in this Annual Report.

17. Deposits:

During the year under review, the Company has neither accepted nor renewed any deposits under Chapter V of the Act.

18. Internal Control Systems and their adequacy:

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Your Company has an Internal Audit team that is responsible for independently evaluating the adequacy and effectiveness of all internal control designs and implementation, risk management, systems and processes. Internal Audit team is manned by appropriately skilled, experienced and qualified personnel. The Internal Audit plan is also aligned with the business objectives of the Company which is reviewed and approved by the Audit Committee. The details on Internal Control Systems and their adequacy are provided in the Management''s Discussion and Analysis which forms part of this Report.

19. Directors'' Responsibility Statement:

Your Directors, based on the representations received from the operating management and after due enquiry, confirm in pursuance of Sections 134(3) and 134(5) of the Act, that:

(a) in the preparation of the annual accounts for the Financial Year ended December 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on December 31, 2023, and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) they have laid down adequate internal financial controls to be followed by the Company and such internal financial controls were operating effectively during the Financial Year ended December 31, 2023; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure C which forms part of this Report.

21. Related Party Transactions:

All contracts or arrangements entered into by and between the Company with Related Parties are on an arm''s length basis and in the ordinary course of business. Hence, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions to be reported under Section 188(1) of the Act and Form AOC-2 is not applicable.

All related party transactions are placed before the Audit Committee for its review and approval on a quarterly basis. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Further, all related party transactions are reviewed by the Statutory Auditors of the Company. In addition, the Company had engaged the services of an external professional firm viz; Ernst & Young LLP (EY) for verification of the related party transactions during the year and confirmation that the transactions carried out were in the ordinary course of business and at arm''s length basis. EY submits its detailed Report to the Audit Committee at its quarterly meetings.

During the year under review, your Company had not entered into any Material Related Party Transactions,

i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements.

Related Party disclosures as per Ind AS 24 have been provided in Notes to accounts annexed to the financial statements.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website and can be accessed at the Web-link: https://new.abb.com/docs/ librariesprovider19/default-document-library/rpt-policy-approved feb-10-2022.pdf?sfvrsn=185cdf09 2

22. Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Messrs. B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W / W-100022), were appointed as Statutory Auditors of the Company for a term of 5 years, to hold office from the conclusion of 72nd Annual General Meeting held on May 5, 2022 until the conclusion of 77th Annual General Meeting to be held in 2027.

The Auditor''s Report for the financial year 2023 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the Financial Statements in this Annual Report.

23. Cost Auditor:

The Board of Directors, on the recommendation of the Audit Committee, has appointed Ashwin Solanki & Associates, Cost Accountants (Registration No: 100392) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2024 under section 148 of the Act. Ashwin Solanki & Associates have confirmed that their appointment is within the limits of section 141(3)(g) of the Act, and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Act. The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to Ashwin Solanki & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting. Cost Audit and Compliance reports for the year 2022 were filed with the Ministry of Corporate Affairs, within the prescribed time limit.

24. Reporting of Frauds:

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

25. Secretarial Audit:

Pursuant to the provisions of section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed S. N. Ananthasubramanian & Co, Company Secretaries (ICSI Unique Code: P1991MH040400) to undertake the Secretarial Audit of the Company for Financial Year ended December 31, 2023. The Secretarial Audit Report for the financial year ended December 31, 2023, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, is appended as Annexure D to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Further, as required under Section 204 of the Act and rules thereunder, the Board has appointed S. N. Ananthasubramanian & Co, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2024.

26. Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year ended December 31, 2023 for all applicable compliances as per Listing Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. S. N. Viswanathan, Partner, S. N. Ananthasubramanian & Co, Company Secretaries, has been submitted to the Stock Exchanges and is appended as Annexure E to this Report.

27. Corporate Governance Report and Certificate:

As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V (E) of the Listing Regulations from Messrs. V. Sreedharan and Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance are given in Annexure F and Annexure G respectively, forming part of this Report.

28. Risk Management:

The Company has a Risk Management Policy and constituted a Risk Management Committee as required under Listing Regulations. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans, risk reporting and carries out other related activities as per the Listing Regulations. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management.

The details and the process of Risk Management as implemented in the Company are provided as part of Management''s Discussion and Analysis which forms part of this Report.

29. Vigil Mechanism and Whistle Blower Policy:

The Company has a Vigil Mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The mechanism provides for adequate safeguards to employees and business associates reporting unethical practices and encourages employees to report genuine concerns or grievances such as unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. It also provides for multiple ways to promptly report any suspected or potential violation of ABB Code of Conduct. Stakeholders are encouraged to report any suspected or potential violations of laws or regulations or ABB Code of Conduct, through any of the channels mentioned in therein. All employees and Directors have access to the Chairperson of the Audit Committee in appropriate and exceptional circumstances.

The Vigil Mechanism and Whistle Blower Policy is available on the Company''s website at www.abb.co.in

30. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

During the Financial Year under review, no regulator or court has passed any significant and / or material orders impacting the going concern status of the Company and its future operations.

31. Corporate Social Responsibility (CSR):

The Company has been carrying out various CSR activities. These activities are carried out in terms of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time-to-time. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure H of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR expenditure of the Company for Financial Year ended 2023 as per Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules 2014, as amended from time to time, was ?15.46 crore.

For the Financial Year ended December 31, 2023, your Company''s spend on CSR Projects was ?10.88 crore, which includes an amount of ?5.77 lakhs as CSR administrative overheads. In addition, an amount of ?4.57 crore which was on account of the unutilised CSR Project Expenditure of Ongoing CSR Projects for Financial Year 2023, has been transferred to the ''ABB India Limited Unspent CSR Account FY 23'', in January 2024. The amounts remained unutilised on account of delay in getting requisite approvals from local authorities for infrastructure projects, overlap of the projects between two calendar years etc.

Your Company also maintains the following Unspent CSR Bank accounts pertaining to funds earmarked for its ongoing CSR Projects for the previous financial year:

(t in Crores)
Name of the Unspent CSR account	Financial Year to which Unspent CSR account relates	Amount transferred to Unspent CSR account in respective financial year	Amount disbursed from unspent CSR account upto December 31, 2023	Balance as on December 31, 2023 in the unspent CSR account
ABB India Limited Unspent CSR account Financial Year 2022	Financial Year 2022	3.99	1.61	2.38

32. Business Responsibility and Sustainability Report:

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective for the Financial Year ended December 31, 2023.

33. Transfer to Investor Education and Protection Fund:

Pursuant to the applicable provisions of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended from time-to-time, the declared dividends, which remained unpaid or unclaimed for a period of 7 (seven) years and shares in relation to such unpaid/unclaimed dividend shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

As required under Section 124 of the Act, unclaimed dividend amount aggregating to ? 39.69 lakhs lying with the Company for a period of seven years pertaining to the financial year ended on December 31, 2015 along with the shares thereof, were transferred during the Financial Year 2023, to IEPF established by the Central Government The Members have an option to claim their shares and/ or amount of dividend transferred to IEPF. The Company

has sent notices to respective shareholders who have not claimed a dividend for 7 (seven) consecutive years and whose shares were liable to be transferred to IEPF during the Financial Year 2023. The list of equity shareholders whose shares are liable to be transferred or which have been transferred to IEPF, as the case may be, can be accessed on the website of the Company at the link: https://new.abb.com/indian-subcontinent/investors/ share-information.

34. Secretarial Standards:

Your Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act for the Financial Year ended December 31, 2023.

35. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, the Company has constituted an Internal Committee for conducting

inquiry into the sexual harassment complaints at the work place and for taking such actions as stipulated under the said act.

Any complaint pertaining to sexual harassment is diligently reviewed and investigated and treated with great sensitivity. The Internal Committee members have been trained in handling and resolving complaints and have also designed an online POSH e-learning awareness module, which covers the larger employee base.

During the year 2023, two complaints of sexual harassment were received, and one was addressed and closed during the Financial Year ended December 31, 2023. One complaint was pending as at the date of this report.

36. Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at https://new.abb.com/docs/ librariesprovider19/default-document-library/inabb form mgt 7 2023.pdf

37. Proceedings under the Insolvency and Bankruptcy Code, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

4. There has been no change in the nature of business of your Company.

5. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions.

6. There was no revision of financial statements and Board''s Report.

39. Acknowledgements:

Your Directors appreciate and value the co-operation and support of the Company''s parent company, customers, members, suppliers, bankers, associates, Central and State Governments and employees at all levels and look forward to continuance of the supportive relations and assistance in the future.