In a major development shaping the future of Siemens Energy India Limited, several Siemens group entities have formally entered into a shareholders’ agreement, aiming to clarify roles and governance for their prominent Indian arm. The pact, inked on July 31, 2025, delineates a comprehensive governance roadmap among these global industry leaders.
Introduction
Today, Siemens Energy India Limited announced that a shareholders’ agreement was executed among leading Siemens entities, effective July 31, 2025. This agreement assembles companies including Siemens AG, Siemens International Holding B.V., Siemens Metals Technologies Vermögensverwaltungs GmbH, Siemens Energy AG, Siemens Energy Global GmbH & Co. KG, Siemens Energy Holding B.V., and Siemens Energy Holdco B.V. The collaboration is designed to streamline shareholder relationships and ensure that governance, board structure, and decision-making reflect the vision of all stakeholders.
Key Highlights of the Agreement
Siemens AG, Siemens International Holding B.V., Siemens Metals Technologies Vermögensverwaltungs GmbH, Siemens Energy AG, Siemens Energy Global GmbH & Co. KG, Siemens Energy Holding B.V., and Siemens Energy Holdco B.V. signed the shareholders’ agreement today, July 31, 2025, as direct or indirect stakeholders in Siemens Energy India Limited.
The agreement defines shareholdings as follows:
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Siemens AG holds 18.00%
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Siemens International Holding B.V. accounts for 47.70%
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Siemens Metals Technologies Vermögensverwaltungs GmbH holds 3.30%
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Siemens Energy Holding B.V. owns 1.00%
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Siemens Energy Holdco B.V. carries 5.00%
All these entities are categorized as either promoters or members of the promoter group as per Indian capital market regulations.
Purpose and Structure
The agreement aims to regulate the functioning and inter-relationship of these Siemens entities as shareholders of Siemens Energy India Limited. Its primary objective is to define transparent processes for board nominations, shareholder rights, and key business decisions.
Even though Siemens Energy AG and Siemens Energy Global GmbH & Co. KG themselves do not directly hold equity, their subsidiaries are holders on record, tying all stakeholder decisions back to the agreement.
Board Composition and Control Mechanisms
Board structure is mapped such that Siemens Energy Global GmbH & Co. KG is entitled to nominate one non-independent director, while Siemens AG reserves the right to nominate all remaining non-independent directors.
The chairperson of the board will be non-executive and appointed based on prevailing law.
Independent directors are appointed by the Nomination and Remuneration Committee, and should any party exit, their nominated directors must resign, ensuring that board composition always mirrors shareholding structure.
The CEO will be nominated by Siemens AG after consultation with Siemens Energy Global GmbH & Co. KG, while nomination of the CFO will rest solely with Siemens AG.
Voting Rights and Reserved Matters
Parties have agreed to use their voting powers and influence, both direct and indirect, to enforce the terms of the agreement and align with the company’s articles of association.
Siemens Energy AG, Siemens Energy Global GmbH & Co. KG, Siemens Energy Holding B.V., and Siemens Energy Holdco B.V. have committed to act per Siemens AG’s instructions on key issues like amendments to company documents, share capital actions, financing decisions, executive remuneration, and director appointments.
In matters of significant importance, identified as Reserved Matters, both parties must approve actions jointly, overriding individual instructions.
Operational Duration and Provisions for Change
The agreement is set to last until August 31, 2030, unless the parties decide otherwise, or until the shareholding of Siemens AG and affiliates drops below 5%, or the agreement is terminated by mutual consent.
Should Siemens Energy affiliates acquire a majority in Siemens Energy India Limited, select provisions on board nominations, instruction matters, and share-transfer restrictions will lapse.
Forward-Looking Provisions
The structure ensures even shares held through subsidiaries are accounted for under the agreement, compelling all parties to adhere to the pact regardless of indirect holdings.
To facilitate a takeover if required, the agreement lays down processes allowing Siemens Energy affiliates to potentially acquire majority control—triggering changes in governance dynamics.
Source: Siemens Energy India Limited official exchange filing
