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Your Directors have the pleasure in presenting their Seventy Sixth
Annual Report together with Audited Financial Statements for the financial year ended
December 31, 2025.
1. FINANCIAL SUMMARY AND HIGHLIGHTS:
(Rs. in Crore)
|
December 31, 2025 |
December 31, 2024 |
| Particulars |
Standalone |
Consolidated |
Standalone |
Consolidated |
| Revenue from operations |
13,202.73 |
13,202.73 |
12,188.31 |
Nil |
| other income |
352.36 |
352.36 |
353.40 |
Nil |
| Profit before tax and exceptional items |
2,228.42 |
2,228.42 |
2,509.29 |
Nil |
| Profit before tax and after exceptional items |
2,228.42 |
2,228.42 |
2,509.29 |
Nil |
| Tax expense: |
|
|
|
|
| - Current tax |
520.10 |
520.10 |
629.88 |
Nil |
| - Deferred tax |
38.92 |
38.92 |
7.77 |
Nil |
| Profit after tax |
1,668.26 |
1,668.26 |
1,871.64 |
Nil |
| Other comprehensive income / (loss) (net of tax) |
9.25 |
9.25 |
(10.60) |
Nil |
| Balance brought forward from previous year |
4,390.19 |
4,390.19 |
1,861.04 |
Nil |
| Amount available for appropriation |
6,067.70 |
6,067.70 |
5,120.43 |
Nil |
| Appropriations: |
|
|
|
|
| Equity dividend paid |
916.92 |
916.92 |
730.24 |
Nil |
| Balance carried forward |
5,150.78 |
5,150.78 |
4,390.19 |
Nil |
| Networth |
7,835.99 |
7,835.99 |
7,075.40 |
Nil |
2. DIVIDEND:
The Board of Directors, at its meeting held on August 2, 2025, declared
an interim dividend of H 9.77/- (Rupees nine and seventy seven paise only) i.e. (488.50%)
on 21,19,08,375 Equity Shares of face value of H 2/- each fully paid up for the financial
year 2025.
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 H 29.59 per share
(Rupees Twenty Nine & Fifty Nine Paise only) per equity share of the face value of H
2/- each (1480%) on 21,19,08,375 equity shares of the Company for financial year ended
December 31, 2025. 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: Dividend Distribution Policy
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 CY 2025, ABB India delivered another solid year, surpassing its
already strong CY 2024 performance. Orders from continuing operations reached an all time
high of 14,115 crores in CY 2025, representing 8% year-on-year growth compared to 2024.
Strong demand came from data centers, transport, infrastructure, renewables, and
industrial automation. Q4 CY2025 alone saw a 52% surge in orders, the highest
fourth-quarter intake in five years, signalling both market recovery and robust core
business momentum. The company closed the year with a record order backlog of 10,471
crores, up 12%
YoY, ensuring solid visibility for future revenue streams.
Revenue for CY 2025 reached 13,203 crores, an 8% increase over the
previous year and ABB India's highest ever. Growth was broad-based across divisions,
supported by the execution of a strong base-order book and sustained demand in
electrification, motion, robotics, and process automation. Despite margin pressures from
higher material costs, forex volatility, competitive intensity, and labour-code impacts,
ABB
India delivered steady profitability: Profit Before Tax
(PBT): 2,230 crores (CY2025) slightly moderated vs
CY2024 but maintained a robust 16.9% margin. Profit
After Tax (PAT): 1,669 crores reflecting disciplined execution and
strong operational leverage across businesses. Return on Capital Employed (ROCE): 21%,
indicating efficient capital utilization. Earnings per share for CY 2025 stood at 78.78,
continuing the company's multi-year earnings growth trend.
The Board recommended a final dividend of 29.59 per share, reflecting
confidence in sustained long-term performance. ABB India optimized a supportive domestic
macro environment despite global uncertaintiessimilar to CY 2024 but with even more
pronounced growth drivers: strong traction from government-backed sectors such as
transportation, manufacturing, data centers, electrification, renewables, and
digitalization. Broad-based growth across electrification, motion, robotics & discrete
automation, and process automation, with electrification leading order expansion.
Continued momentum from base orders, operational efficiencies, and a technology-driven
solutions portfolio. ABB India deepened its sustainability footprint, expanding
value-chain initiatives and enhancing operational resilience, which supported steady
execution despite input-cost volatility.
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 2025 till the date of this Report, which would affect the financial
position of your Company.
However, subject to shareholder approval, the Board at its meeting on
January 26, 2026, approved the slump sale of the Company's Robotics Business
including all related assets, liabilities, contracts, permits, licenses, and employees to
ABB Robotics India Private Limited ("INRBT"), a related party at lumpsum
consideration of
1,568.20 crore as determined based on independent valuation reports by
Ernst & Young Merchant Banking Services LLP and Bansi S. Mehta & Co., along with a
fairness opinion from ICICI Securities Limited. The transfer will take effect on such date
and terms as specified in the business transfer agreement.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on December 31, 2025, your Company had one subsidiary in the name
ABB Robotics India Private Limited ("INRBT"). In accordance with Section 129(3)
of the Companies Act, 2013, a statement containing salient features of the financial
statements of the subsidiary company in Form AOC-1 is provided in Annexure A. Further, as
per the decision of the Board of Directors at their meeting held on January 26, 2026 the
entire shares held in INRBT was sold to ABB Robotics Schweiz AG.
During the year under review, no other 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 six Board Meetings were held on: February
17, 2025, March 28, 2025, May 9, 2025, July 25, 2025, August 2, 2025 and November 6, 2025.
Also, three meeting of Independent Directors were held on January 25, 2025, June 20, 2025
and December 29, 2025 as prescribed under Schedule IV of the Companies Act, 2013 (the
"Act"). 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 75th Annual General Meeting (AGM) of the Company was held on May
10, 2025.
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 himself for re-appointment.
Brief profile and details of Mr. Guggisberg, Director proposed to be
re-appointed as required under the Listing Regulations are contained in the Notice
convening the ensuing 76th Annual General Meeting of the Company.
The tenure of Ms. Monica Widhani (DIN: 07674403), as an Independent
Director ended on May 5, 2025. Consequently, the Board of Directors of the Company at its
meeting held on March 28, 2025 recommended appointment of Ms. Amrita Gangotra (DIN:
08333492) as an Independent Director of the Company for term of three consecutive years
effective from May 6, 2025 and the same was approved by the Shareholders by way of postal
ballot on April 30, 2025.
Apart from aforesaid changes there are no changes in Directors and Key
Managerial Personnel of the Company.
Details of Directors and composition of various Committees of the Board
are provided in the Corporate Governance Report forming part of this report. Details of
the familiarization Programme for Directors have been provided under Corporate Governance
section of the report.
Mr. Sanjeev Sharma (DIN: 07362344), Managing Director, Mr. T.K.
Sridhar, Chief Financial Officer, and Mr. Trivikram Guda, Company Secretary continues to
remain Key Managerial Personnel of the Company.
During the Financial Year, none of the Directors and Key Managerial
Personnel of the Company had any material pecuniary relationship or transactions with the
Company.
12.INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have submitted the
requisite declarations stating that they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The
Board reviewed and assessed the veracity of the aforesaid declarations, as required under
Regulation 25(9) of the Listing Regulations. In the opinion of the Board, all the
Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act
and the Listing Regulations and are independent of the Management. All the Independent
Directors of the Company have complied with the provisions of sub rule (1) and (2) of Rule
6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect
to registration with the Indian Institute of Corporate Affairs for the Independent
Directors' Database. There has been no change in the circumstances affecting their
status as Independent Directors of the Company. In the opinion of the Board, the
Independent Directors possess the requisite integrity, experience, expertise and
proficiency required to fulfill their duties as Independent Directors.
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's 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, to conduct training programs which are focused in new areas
of technology and markets positioning etc.
Further, the Independent Directors, at their exclusive meeting 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 Nomination and Remuneration policy can be accessed at
Web-link: Nomination and Remuneration Policy
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 B 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 C.
Further, the Report and the Financial Statements are being sent to the
Members excluding Annexure C 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 investor.helpdesk@in.abb.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 76th 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, 2025, the applicable accounting standards have been followed along with
proper explanation and there are no material departures;
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, 2025,
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, 2025; 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 D 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 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 in compliance with applicable Industry Standards. An omnibus
approval of the Audit Committee is obtained for the related party transactions which are
repetitive in nature. Further, the 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, as defined under the applicable provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
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: Policy on materiality of and dealing with Related Party
Transactions
22.STATUTORY AUDITORS:
Pursuant to provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, M/s. 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 2025 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:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost
records and have the same audited.
Accordingly, 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 2026 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 2024 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 and Regulation 24A of
SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Company had
appointed M/s. S. N. Anantha Subramanian & Co, Company Secretaries (Firm Registration
No. P1991MH040400) to undertake the Secretarial Audit of the Company for (five) years from
Financial Year January 1, 2025 to December 31, 2029. The Secretarial Audit Report for the
financial year ended December 31, 2025, as required under Section 204 of the Act and
Regulation 24A of the SEBI Listing Regulations, is appended as Annexure E to this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
26. ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the Financial Year ended
December 31, 2025 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, M/s. S. N. Anantha Subramanian & Co, Company
Secretaries, has been submitted to the Stock Exchanges and is attached as Annexure F 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 is obtained from M/s. V. Sreedharan and
Associates, Practicing Company Secretaries, regarding compliance of conditions of
Corporate Governance are attached as Annexure G and Annexure H respectively to 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 can be accessed at
Web-link: Vigil Mechanism and Whistle Blower Policy
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 I of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
The CSR liability of the Company for Financial Year ended 2025 as per
Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules 2014, as
amended from time to time, was H 34.75 Crores.
For the Financial Year ended December 31, 2025, your Company's
spend on CSR Projects was H 36.34 Crores, which includes an amount of H 14.40 Lakhs as CSR
Impact Assessment. During the year your Company has spent H 1.60 Crores surplus CSR which
will be set off in succeeding financial years.
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, 2025.
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 H 23,01,486/- lying with the Company for a period of seven years pertaining
to the financial year ended on December 31, 2017 along with the shares thereof, were
transferred during the Financial Year 2025, 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 2025. 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: Share information Investors ABB
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,
2025.
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,
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, for its employees.
During the year 2025, four complaints of sexual harassment were
received, and all four complaints were addressed and closed during the Financial Year
ended December 31, 2025, with one case extending beyond 90 days.
36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT:
During the year under review the Company has complied with the
provisions of the Maternity Benefit Act, 1961.
37. 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: Draft Annual
Return.
38. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the Financial Year under review, neither any application nor any
proceeding is initiated against the Company under the Insolvency and Bankruptcy Code,
2016.
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.
7. For the details of total number of employees by gender, please refer
Business Responsibility and Sustainability 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
& State Governments and employees at all levels and look forward to continuance of the
supportive relations and assistance in the future.
|
For and on behalf of the Board |
|
Adrian Guggisberg |
| Place : New Delhi |
Chairman |
| Date : February 19, 2026 |
DIN: 09590850 |
|