In a significant development for Siemens Energy India Limited, seven Siemens entities have entered into a comprehensive shareholders' agreement on July 31, 2025. This strategic move aims to regulate their relationship as shareholders of the company, potentially reshaping the governance structure of Siemens Energy India.

Key Parties Involved

The agreement brings together a diverse group of Siemens entities:

1. Siemens AG (SAG)
2. Siemens International Holding B.V. (SIH)
3. Siemens Metals Technologies Vermögensverwaltungs GmbH (SMTV)
4. Siemens Energy AG (SE AG)
5. Siemens Energy Global GmbH & Co. KG (SE KG)
6. Siemens Energy Holding B.V. (SE Holding)
7. Siemens Energy Holdco B.V. (SE HoldCo)

Shareholding Structure

The current shareholding of the parties in Siemens Energy India Limited is as follows:

Key Terms of the Agreement

1. Promoter Status: SAG, SIH, SE Holding, and SE HoldCo will qualify as 'promoters' of the company, while SMTV will be a member of the 'promoter group'.

2. Board Composition:

   • SE KG will nominate one non-independent director.
   • SAG will nominate all remaining non-independent directors.
   • The chairperson will be non-executive and appointed as per applicable laws.
   • Independent directors will be appointed by the Nomination and Remuneration Committee.

3. Key Management Positions:

   • The CEO will be nominated by SAG after consultation with SE KG.
   • The CFO will be nominated by SAG.

4. Voting Rights: Parties have agreed to exercise their voting rights to give full effect to the terms of the agreement and the company's articles of association.

5. Instruction Matters: SE AG, SE KG, SE Holding, and SE HoldCo will act as instructed by SAG on various matters, including changes to company documents, share capital reduction, loans, borrowings, and director appointments.

6. Reserved Matters: Certain identified matters will require prior written approval from both parties.

7. Agreement Term: The agreement will remain in effect until August 31, 2030, unless terminated earlier under specific conditions.

8. Potential Majority Acquisition: Procedures are in place for SE Parties to potentially acquire a majority share in the company, which would alter certain governance arrangements.

Impact and Implications

This shareholders' agreement marks a significant step in aligning the interests of various Siemens entities involved with Siemens Energy India Limited. It establishes a clear governance structure and decision-making process, potentially leading to more streamlined operations and strategic alignment among the shareholders.

The agreement's provisions for potential majority acquisition by SE Parties could signal future changes in the company's ownership structure. This aspect of the agreement may be of particular interest to investors and market watchers, as it could impact the company's future direction and strategy.

As Siemens Energy India Limited moves forward under this new shareholders' agreement, stakeholders will be keen to observe how these governance changes influence the company's performance and market position in the energy sector.

The agreement is set to remain in force until 2030, providing a stable framework for the company's governance in the coming years. However, the possibility of early termination or changes in shareholding structure leaves room for potential shifts in the company's ownership and control dynamics.

Investors and industry observers will likely monitor the implementation of this agreement closely, as it could have significant implications for Siemens Energy India's corporate strategy, operational efficiency, and overall market competitiveness in the years to come.

Siemens Energy India Limited has encountered a significant legal challenge as the arbitration court of St. Petersburg, Russia, issued an unfavorable ruling in a dispute over a supply contract with Siemens Energy LLC Russia (now Neftegaz & Energetika LLC).

Key Details of the Arbitration Ruling

• The court declared the supply contract dated July 16, 2021, and associated advance payments as invalid.
• Siemens Energy India has been ordered to pay ₹443.76 million (USD 5,165,129.62).
• An additional 8% annual interest from May 30, 2025, until the date of actual payment has been imposed.

Background of the Dispute

• The dispute stems from a contract awarded in June 2020.
• Siemens Energy India received an advance payment of ₹349.96 million in July 2020.
• In September 2022, Siemens Energy India issued a force majeure notice.
• The company subsequently terminated the contract in October 2022.

Company's Response

Siemens Energy India maintains that the ruling is "unsustainable in law and contract" and has announced its intention to file an appeal against the decision. The company disclosed this information in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Timeline of Events

The company's statement, released on July 22, 2025, emphasizes its disagreement with the court's decision and its commitment to pursuing legal remedies. As this legal battle unfolds, stakeholders will be closely watching its potential impact on Siemens Energy India's operations and financial position.