Page 140 - Hitachi IR 2025

NOTICE
approval of the Members is being sought for all such
arrangements / transactions proposed to be undertaken
by the Company. All the said transactions shall be in the
ordinary course of business of the Company and on an
arm’s length basis.
These transactions help in generating revenue and
enhancing the business operations of both the Company
and HE Sweden. Further, all transactions entered into
with HE Sweden complement and are integral to the
Company’s export strategy. The transactions with HE
Sweden support the Company for improved business
volumes, feeder factory contract manufacturing and for
procurement of items which are generally not available
in the open market.
HE Sweden is a fellow subsidiary of Hitachi Energy India
Limited (“the Company”) and a wholly owned subsidiary
of Hitachi Energy Ltd., Switzerland. Therefore, HE
Sweden and the Company are part of common group
entities of Hitachi Energy Ltd., Switzerland, which is
the holding company of Hitachi Energy India Limited.
Accordingly, financials of HE Sweden and the Company
is consolidated at group level.
The Management has provided the Audit Committee
with the relevant details, as required under law, of
RPT’s including material terms and basis of pricing from
time to time. The Audit Committee, after reviewing all
necessary information, has granted approval for entering
into the below mentioned RPTs during the financial year
2025-26 (i.e., April 01, 2025 to March 31, 2026),
subject to approval by the Members at the ensuing
Annual General Meeting. The Committee has noted
that the said transactions are carried out on an arms’
length basis and in the ordinary course of business of
the Company.
Details of transactions between the Company and HE Sweden, being a related party of the Company, including the
information pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024
are as follows:
Sr. No. Particulars Details
1. Details of Summary of information provided by the Management to the Audit Committee
Name of the Related Party Hitachi Energy Sweden AB (“HE Sweden”)
Nature of relationship with the
Company including nature of its
concern or interest (financial or
otherwise)
Fellow Subsidiary (HE Sweden is a fellow subsidiary of the Company, both
being under the common control of Hitachi Energy Ltd., Switzerland, which
is the holding company of Hitachi Energy India Limited). The transactions
are proposed in the ordinary course of business and at arm’s length basis.
Type / Nature of contract or material
terms and particulars of the transaction
Sale or purchase of product(s), component(s), system(s), spares and / or
rendering or receipt of services under multiple orders for an aggregate value
of up to `2,000 Crores entered into/ to be entered during the financial year
2025-26 (i.e., April 01, 2025 to March 31, 2026).
Terms and conditions vary based on various order(s)/ contract(s)/
agreement(s)
• Delivery of Materials – generally FCA/ FOB/ DAP/CPT/ as per order
booking
•
Payment terms – generally 30-120 days or based on the FeS Agreement
•
Indirect Taxes as applicable
•
Currency – primarily Swedish Krona (SEK)/ United States Dollar (USD)
• Such other conditions customary to the context of the contract(s) /
agreement(s)
All transactions are in the ordinary course of business and at arm’s length
basis.
Value and tenure of the transaction Up to `2,000 Crores during the financial year 2025-26 (i.e., April 01, 2025
to March 31, 2026).
The estimated value of the transaction(s) with HE Sweden as on date
has not exceeded, however, it is expected to exceed the threshold limits
of material related party transactions (RPT’s) during the financial year
2025-26 (i.e., April 01, 2025 to March 31, 2026).
The upper limit mentioned is an enabling limit to help the business operate
smoothly without interruption.
Percentage of the Company’s
annual consolidated turnover for the
immediately preceding financial year
that is represented by the value of the
proposed transaction
Approximately 31% of the Company’s annual standalone turnover for the
financial year 2024-25 (consolidated reporting is not applicable to the
Company).
Total actual transactions undertaken
with HE Sweden for the past three
years
Financial Year 2024-25: `653.67 Crores
Financial Year 2023-24: `490.09 Crores
Financial Year 2022-23: `229.23 Crores
138 Hitachi Energy India Limited