Schneider Electric Infrastructure Ltd Directors Report

Reserves

The details of reserves are provided under the notes on equity in the financial statements.

Capital Expenditure

During the financial year under review, the Company invested in capital expenditure aimed at enhancing the existing capacity of Switchgears and transformers at Vadodara Plant and Vacuum Interrupters and VCBs at Kolkata plant, strengthening its operational capabilities and supporting future growth, in line with the Companys strategic objectives. The Company evaluates its capital expenditure plans carefully to ensure efficient utilization of resources and long-term value creation for stakeholders. Detailed information on capital expenditure is further covered in Management Discussion and Analysis Report/ Financial Statements, wherever applicable.

Share Capital

During the period under review, there was no change in the capital structure of the Company.

The Authorized Share Capital of the Company as on March 31, 2026 is 2,300,000,000 divided into 250,000,000 Equity Shares of 2 each and 180,000,000 Cumulative Redeemable Preference Shares of 10 each.

The paid-up share capital as on March 31, 2026 is 2,198,208,070/-, comprising of 239,104,035 equity shares of 2 each and 172,000,000 8% non-convertible preference shares of 10 each.

Extract of Annual Return

Directors

As on the date of this Report, the Board comprises a balanced mix of Executive and Non-Executive Directors, with Independent Directors constituting half of the Boards composition.

At the year ended March 31, 2026, the Board had six (6) Directors, comprising of two (2) Executive Directors, one (1) Non-Executive Non-Independent Director and three (3) NonExecutive Independent Directors including one (1) Woman Independent Director. The details regarding the composition of the Board of Directors are provided in the Report on Corporate Governance, which forms part of this Annual Report.

The year under review observed the following changes to the Board composition:

Appointment(s)/Re-appointment(s)

Based on the recommendation of the Nomination & Remuneration Committee ("NRC"), following changes took place in Board composition during year under review and up to the date of this Report:

* Reappointment of Independent Director: Reappointment of Mr. Pravin Kumar Purang (DIN: 02533080) as an Independent Director of the Company for a second and final term of three (3) consecutive years, with effect from May 21, 2025.

The aforesaid re-appointment was approved by the Board by way of resolution passed through circulation on April 11, 2025, and subsequently by the shareholders by way of a special resolution passed through postal ballot by remote e-voting on May 16, 2025.

* Appointment of Non-Executive Independent Directors:

Appointment of below individuals as Non-Executive Independent Directors of the Company, for a respective period of three (3) consecutive years, with effect from October 24, 2025 to October 23, 2028.

- Mr. Sundaram Damodarannair (DIN: 00016304) and

- Dr. Shalini Sarin (DIN: 06604529)

The aforesaid appointments were approved by the Board at its meeting held on October 24, 2025, and subsequently by the shareholders via resolutions passed through postal ballot on December 11, 2025.

* Re-appointment of Managing Director & CEO: Reappointment of Mr. Udai Singh (DIN: 10311583) as Managing Director & CEO, for a period of 3 years with effect from September 15, 2026, subject to the approval of the shareholders at the ensuing 16^th Annual General Meeting (AGM) of the Company.

The Board approved the said re-appointment at its meeting held on May 28, 2026, which shall be subject to the approval of shareholders at the ensuing 16^th AGM.

Director Retiring by Rotation

Pursuant to the provisions of Section 152(6) of the Act and Articles of Association of the Company, Mr. Udai Singh (DIN: 10311583), Managing Director & CEO, is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment.

The requisite details of Mr. Singh, required in terms of the provisions of the Act and the Listing Regulations, are provided in the Notice convening the 16^th AGM.

Cessation(s)

During the year under review and up to the date of this Report, the following changes took place in the composition of the Board:

* Resignation: Mr. Anil Chaudhry resigned as Non-Executive Director of the Company with effect from October 30, 2025.

* Cessation owing to completion of Tenure: Ms. Namrata Kaul ceased to be an Independent Director of the Company upon completion of her second and final term, with effect from close of business hours on November 5, 2025.

The Board of Directors places on record its appreciation for Mr. Anil Chaudhrys outstanding leadership and invaluable contribution in driving the growth and success of the Company.

The Board also expresses its sincere appreciation for the guidance and contributions made by Ms. Namrata Kaul during her tenure as Chairperson and Director of the Company.

Code of Conduct

All Directors, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended March 31, 2026.

Declarations

The Company has received declarations from all Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations which has been duly assessed by the Board as part of their annual performance evaluation exercise;

b) they have registered their names in the Independent Directors Databank;

c) they are not aware of any circu mstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence;

d) they are not debarred from holding the office of director under any SEBI order or any other such authority; and

e) they comply with the Code for Independent Directors prescribed in Schedule IV to the Act.

ESG/sustainability experience of Directors

The Board collectively possesses relevant experience and oversight capabilities in ESG and sustainability, supported by diverse expertise in industry, strategy, leadership, corporate governance, regulatory compliance, risk management, technology and digitalization. The Companys business is intrinsically linked to energy management, electrification, digital transformation, efficiency and sustainability, which enables the Board to engage meaningfully on ESG-related matters in the context of the Companys strategy and operations.

Measures to enhance Boards knowledge on ESG topics

The Executive Directors of the company are trained on Sustainability topics through internal training programs & Trust Charter, which covers ethics, safety, sustainability, quality and cyber security, thereby supporting continued awareness and alignment of the Board and leadership on ESG priorities.

Detailed list of key skills, expertise and core competencies of the Board, including Independent Directors, are provided in the Report on Corporate Governance, forming part of this Annual Report.

In line with provisions of Section 149 read with Board evaluation, the Board is of the opinion that the Independent Directors appointed/re-appointed possess integrity, expertise, experience and proficiency.

Key Managerial Personnel(s) (KMPs)

During the year under review, the following changes occurred in the Key Managerial Personnel ("KMP") of the Company:

* Appointment

Mr. Omkar Prasad was appointed as Chief Financial Officer w.e.f. September 16, 2025.

* Cessation

Ms. Suparna Banerjee Bhattacharyya resigned from the position of the Chief Financial Officer w.e.f. from close of business hours on September 15, 2025.

As at the date of this report, following are the Key Managerial Personnel of the Company:

* Mr. Udai Singh, Managing Director and Chief Executive Officer;

* Mr. Omkar Prasad, Chief Financial Officer; and

* Mr. Sumit Goel, Company Secretary and Compliance Officer.

Board Meetings

The Board of Directors met 7 (seven) times during the year under review. Details of these Board meetings are provided in the Report of Corporate Governance forming part of this Annual Report. The gap between two Board Meetings was within the time prescribed under the Act and the Listing Regulations.

In case of special and urgent business requirements, the Boards approval is obtained by passing resolution through circulation,

as permitted under law, which are noted and confirmed at the subsequent Board Meeting(s).

The Board approved three (3) matters by passing resolution by circulation during the financial year 2025-26.

Annual Performance Evaluation

The annual evaluation of the performance of the Board for the period under review was carried out through structured questionnaire comprising questions on performance evaluation of the Board, its Committees, the Chairperson and individual Directors. The evaluation also considered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfilment of the independence criteria by Independent Directors as laid in the Act and the Listing Regulations.

The performance evaluation of the Board, its Committees, Chairperson & the individual Directors along with the suggestions emanating from the evaluation exercise were first reviewed by the Independent Directors at their separate meeting held on May 28, 2026, and subsequently by the Nomination & Remuneration Committee & Board of Directors at their respective meetings held on May 28, 2026.

Further, in order to enhance the effectiveness of the annual Board evaluation process, the Company introduced a structured mechanism for one-on-one interactions between the Chairperson and individual Board Members to seek candid feedback on Board functioning and governance practices. The consolidated outcome of these interactions was also placed before the NRC and Board for their consideration.

The overall Board evaluation outcome highlighting the key strengths of the Board and areas of improvement in the processes and Board effectiveness were discussed by the NRC and the Board. The Board expressed its satisfaction with the evaluation process as well as performance of all Directors, Committees and Board as a whole.

The mapping of board skills/expertise vis-a-vis individual Directors and highlights on performance evaluation outcome is outlined in the Report on Corporate Governance forming part to this Annual Report.

Policy on Directors appointment and remuneration

The Company follows a reward philosophy aligned with the principles of the Schneider Electric Group, comprising a balanced mix of fixed pay, benefits and performance-linked variable pay, designed to attract, retain and motivate high- calibre talent. The compensation structure is aligned to individual performance, Company performance and market benchmarks, while ensuring internal equity and long-term value creation.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Company has in place a policy on remuneration of Directors, Key Managerial Personnel and other employees, and the criteria for appointment of Directors ("Policy").

The said Policy, inter alia, lays down the guiding principles for appointment and remuneration, including identification of persons qualified to become Directors, determination of independence of Directors, and evaluation of Board members, taking into account qualifications, experience, expertise and diversity, in alignment with the Companys business strategy and governance framework.

The Company affirms that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management Personnel is in accordance with the aforesaid Policy and reflects the Companys performance-oriented culture.

Details of remuneration paid to the Directors are provided in the Report on Corporate Governance forming part of this Annual Report.

Committees of the Board

In accordance with the requirements of the Listing Regulations, the Board has constituted the following statutory committees: Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Environmental, Social & Governance and Corporate Social Responsibility Committee and Risk Management Committee.

In addition, the Board has constituted a Finance and Banking Committee to facilitate efficient decision-making on financial and banking matters.

The Audit Committee consists of four members, the majority of whom are Independent Directors, and is chaired by an Independent Director of the Company.

Details of the composition, terms of reference and number of meetings held for the aforesaid Committees during the financial year are provided in the Report on Corporate Governance forming part of this Annual Report.

After the close of the financial year and up to the date of this report, the Board approved changes in the composition of certain Board Committees through a resolution passed by circulation on May 21, 2026. Following these changes, all Independent Directors are now members on all statutory Board Committees, further strengthening governance and bringing enhanced expertise to the deliberations.

During the year under review, recommendations made by the respective Committees were accepted by the Board.

Related Party Transactions

All related party transactions ("RPTs") entered by the Company during the financial year under review were in the ordinary course of business and on an arms length basis.

All RPTs were placed before the Audit Committee for approval and omnibus approval was obtained for RPTs that were repetitive in nature and fulfilled the criteria prescribed under the applicable provisions.

The necessary approvals from the Audit Committee, the Board, and/or the shareholders, as required, were obtained in accordance with the provisions of the Listing Regulations, the Act, and applicable industry standards.

The Audit Committee, on a quarterly basis, reviewed the RPTs including those executed under the omnibus approvals granted by it.

Details of all RPTs entered during F.Y. 2025-26, are mentioned in the notes to financial statements forming part of the Annual Report.

The particulars of contracts or arrangements with related parties, as required under Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in Form AOC-2, which forms part of this Report as Annexure I.

Further, the Company obtained approval of the Members through Postal Ballot by way of remote e-voting for entering into material RPTs with certain group entities of Schneider Electric, which is valid up to the financial year 2026-27.

Deposits

Your Company has not accepted any deposits from public during the year under review falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

Loans, Guarantees, Securities and Investments

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the financial statements forming part of the Annual Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

Information as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure II to this Report.

Particulars of Employees and Remuneration

The statement containing particulars of remuneration and other details as required under Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and is annexed herewith as Annexure III.

In terms of the provisions of Section 136 of the Act, the Report and Financial Statements are being sent to the Members excluding the statement of particulars of employees as prescribed under Rule 5(2) & 5(3) of the said Rules. The said information is available for inspection by the Members at the registered office of the Company during business hours on all working days up to the date of the ensuing AGM. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company, and the same shall be provided upon request.

The Company is committed to maintaining the confidentiality and security of employee-related information and processes any such data strictly in accordance with applicable data protection laws and internal policies.

Auditors

Statutory Auditors

M/s. S N Dhawan & CO LLP, Chartered Accountants (Firm Registration No. 000050N/N500045) were re-appointed as Statutory Auditors of the Company for a second and final term of five (5) years at the fifteenth (15^th) AGM of the Company held on September 4, 2025 to hold office till the conclusion of the Twentieth (20^th) AGM.

The Auditors have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for the financial year 2026-27.

The reports issued by the Statutory Auditors on the financial statements of the Company for the year ended March 31, 2026, is self-explanatory and do not contain any qualification, observation or comment or adverse remark which have an adverse effect on the functioning of the Company and therefore, do not call for any comments from Directors.

Further, the Statutory Auditors has not reported any fraud as specified under Section 143(12) of the Act.

The Statutory Auditors were also present virtually at the last AGM of the Company.

Cost Auditors

M/s. Shome & Banerjee, Cost Accountants, Kolkata (Firm Registration No. 000001) were appointed as the Cost Auditors, to audit the cost accounts of the Company for the financial year 2025-26.

The Company has maintained cost records in respect of the applicable products as specified by the Central Government, for the financial year ended March 31, 2026, in terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time.

The Board, on recommendation of the Audit Committee, reappointed M/s. Shome & Banerjee, Cost Accountants, Kolkata (Firm Registration No. 000001), as the Cost Auditors for the financial year 2026-27. The Company has received a certificate confirming their eligibility and consent to act as Cost Auditors as per the criteria prescribed under the Act and\rules made thereunder.

A resolution seeking approval of the remuneration payable to the Cost Auditors for financial year 2026-27 forms part of the notice of the 16^th AGM of the Company.

Secretarial Auditors

Directors Responsibility Statement

The Board of Directors, to the best of their knowledge and ability, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31, 2026 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

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

Significant and Material Orders passed by the Courts and Tribunals

During the year under review, there were no orders passed by regulators, courts or tribunals impacting the going concern status and the Companys operations in future.

Subsidiaries, Joint Ventures, and Associate Companies

The Company does not have any subsidiary or associate, nor has entered any joint venture with any organisation.

Risk Management

One of the core assets of the Companys risk management practice is a distinct and comprehensive risk taxonomy, which is consistently used across various domains within the organization. The Company recognizes that each category

of risk has a unique nature and, therefore, requires a tailored approach for its identification, assessment, monitoring, and mitigation.

Establishing a strong risk management culture and effective mechanisms requires sustained effort and cross functional collaboration. Accordingly, the Company has implemented a robust risk management framework that enables systematic

identification, assessment, communication, and management of risks across the organization. While defining control objectives, all five essential components of the Committee of Sponsoring Organizations (COSO) framework namely control environment, risk assessment, control activities, information and communication, and monitoring are duly considered. This framework is designed not only to ensure adherence to Company defined guidelines but also to drive continuous improvement and value addition in existing processes.

In compliance with the requirements of the Act, the Company has developed and implemented a Risk Management Policy, with a strong emphasis on risk assessment procedures aimed at risk minimization. These procedures are periodically reviewed to ensure that executive management effectively controls risks through a clearly defined and well-governed framework aligned with prevailing best practices in risk management.

The primary objective of the Risk Management Policy is to assess the potential impact of adverse risk outcomes and to define appropriate measures to mitigate such risks and safeguard the Company.

Further, in compliance with the Listing Regulations, the Company has constituted a Risk Management Committee to oversee the effectiveness of the Risk Management Policy and to ensure the achievement of key objectives, including operational efficiency and effectiveness, informed decision making, protection of people and assets, and compliance with applicable laws and regulations. Details of the Committee are provided in the Report of Corporate Governance, forming part of this Annual Report.

The Risk Management Policy was further modified by the Board at its meeting held on May 28, 2026, to align it with Schneider Electrics global taxonomy and framework.

The Board is of the opinion that the risk management framework of the Company is adequate and commensurate with the nature, size, and complexity of its operations.

Prevention of Sexual Harassment at Workplace

The Company is committed to providing a safe, secure and inclusive work environment, with zero tolerance for sexual harassment and any form of victimization at all levels of the organization.

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment (POSH) at Workplace, in

line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The POSH Policy lays down clear standards of conduct and outlines the roles and responsibilities of employees, managers and other stakeholders in fostering a workplace free from harassment. It also provides for multiple reporting channels, while ensuring confidentiality and protection against retaliation.

In compliance with the aforesaid provisions, the Company has constituted Internal Complaints Committees ("ICCs") at all its locations, responsible for receiving and redressing complaints.

The Company regularly conducts awareness and sensitization programmes to ensure that employees are informed about the provisions of the POSH Policy and their rights and responsibilities thereunder. Key initiatives undertaken to train the employees and extended support staff on POSH include:

(i) Mandatory Training: All employees are required to complete a mandatory e-learning module on ‘Prevention of Sexual Harassment at Workplace.

(ii) Robust Reporting Mechanism: All employees globally are encouraged to report any instance of sexual harassment through multiple channels, including writing to the Regional Compliance Officer or by lodging a complaint via designated online platform, with an option to maintain anonymity, hereby fostering a safe and confidential environment for raising concerns.

A summary of cases, if any, is periodically placed before the Audit Committee and the Board of Directors for their consideration and review.

The following is a summary of complaints received and disposed under the POSH Policy during the financial year 2025-26:

Number of complaints received during the year: 0

Number of complaints disposed of during the year: 0

Number of complaints pending for more than 90 days: 0

Transfer of Unclaimed Dividend & Shares in favor of Investor Education and Protection Fund (IEPF) Authority

No transfer of unpaid dividend or corresponding shares to the Investor Education and Protection Fund ("IEPF") Authority was required to be made during the financial year ended March 31, 2026.

Pursuant to the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company had, during the financial year 2019-20, transferred the unclaimed dividends and corresponding shares in respect of which dividend had not been claimed for seven (7) consecutive years, to the IEPF Authority, in accordance with the applicable provisions.

As on March 31, 2026, total 1,420,932 equity shares of the Company are held by the IEPF Authority.

The Company has duly complied with the procedure prescribed under the Act, the Listing Regulations and the IEPF Rules in respect of such transfers, including sending individual notices to the concerned shareholders and publishing requisite communications.

Members may further note that the unclaimed dividends and corresponding shares transferred to the IEPF Authority can be claimed back by making an application in Form I EPF-5, in accordance with the procedure prescribed under the IEPF Rules, along with submission of requisite documents to the Company/ RTA of the Company.

Code of Conduct for Prevention of Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), the Company has adopted a comprehensive Prohibition of Insider Trading Code ("Code") to regulate, monitor, and report trading in the Companys shares by designated persons and their immediate relatives.

The Code comprises the following:

- Code of Conduct;

- Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information & Policy for determination of "Legitimate Purpose";

- Policy & Procedures for Inquiry in case of leak of Unpublished Price Sensitive Information.

A structured digital database of Unpublished Price Sensitive Information (UPSI) is maintained with adequate internal controls, as required under the PIT Regulations.

The Board and designated persons have affirmed compliance with the Code.

Mr. Sumit Goel, Company Secretary, acts as the Compliance Officer under the Code.

Management Discussion and Analysis Report

As required under Regulation 34 of the Listing Regulations, a detailed report on the Management Discussion and Analysis covering business performance, sectoral outlook, risks, and internal control adequacy for the financial year 2025-26 forms an integral part of this Annual Report.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted an Environmental, Social and Governance and Corporate Social Responsibility Committee ("ESG & CSR Committee") and adopted a CSR Policy outlining its approach towards the Companys Corporate Social Responsibility initiatives.

The Company having reported profits in the previous financial year, was required to spend the prescribed amount towards Corporate Social Responsibility ("CSR") activities for the financial year 2025-26. During the year under review, the Company undertook various CSR initiatives, inter alia, in the areas of skill development, community electrification across public health centers, Anganwadi centers and hospitals, and distribution of solar lamps in remote areas, thereby contributing to sustainable community development.

The Chief Financial Officer has certified that the funds earmarked for CSR related activities for financial year 202526 have been utilized for the purpose and in the manner recommended by ESG & CSR Committee and approved by the Board of Directors.

The Board has also adopted an ESG Charter to integrate ESG considerations into the Companys business strategy and to define its sustainability governance framework and long-term ambitions.

During the year, the composition of the ESG & CSR Committee was reconstituted with effect from October 24, 2025, and subsequently, on May 21, 2026, following the close of the financial year.

The ESG & CSR Committee met once during the year under review.

The statutory disclosures relating to the ESG & CSR Committee, CSR policy, composition and attendance and other prescribed disclosures are covered in the Annual Report on CSR activities, forming part of this Report as Annexure V.

ESG Rating

Your Company has received ESG ratings from NSE Sustainability Ratings & Analytics Limited and SES ESG Research Private Limited, based on their independent assessment of the Companys disclosures and other publicly available information for the financial year 2024-25. The Company has been assigned ESG ratings of 70 and 75.6 by the respective agencies.

The ratings have been accorded suo motu by the said agencies, drawing upon information disclosed by the Company and that available in the public domain. These assessments reflect an external, independent perspective on the Companys environmental, social and governance practices and underscore the Companys continued commitment towards transparency and responsible business conduct, and sustainable value creation.

Business Responsibility and Sustainability Report (BRSR)

Guided by its strong values, your Company has embedded sustainability into its business framework, ensuring that environmental and social considerations are integral to its operations. The Company believes that responsible growth not only strengthens its market position but also contributes to building a more equitable and sustainable future. In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR for the financial year 2025-26 indicating Companys performance against the principles of the ‘National Guidelines on Responsible Business Conduct and describing the initiatives taken by the Company from environmental, social and governance perspective, forms part of this Annual Report and is available on the website of the Company.

Further, your Company has obtained reasonable assurance of the BRSR Core from third-party Independent Assurance provider and the same forms part of the Annual Report.

Any other material changes and commitments

No material events or commitments impacting the financial position of the Company have taken place between the end of the financial year and the date of this Report.

Other Disclosures

Secretarial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the period under review, no application was made by or against the Company and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof

During the year under review, the Company has not entered into any one-time settlement with Banks or Financial Institutions, therefore, there was no reportable instance of difference in amount of the valuation.

Explanation on Statement of deviation(s) or variation(s)

During the year under review, there was no deviation or variation in utilization of funds as no funds were raised through public issue, right issue, preferential issue, QIP or similar issue during the year.

Listing on stock exchanges

The Companys Equity shares are listed on BSE Limited and the National Stock Exchange of India Limited.

General

• During the year under review, there was no change in nature of business of the Company.

• During the financial year 2025-26, all eligible women employees were entitled to maternity leave and related statutory benefits. In addition to the legal requirements, the Company also extends certain supportive measures such as flexible working hours, work-from-home options, and a smooth return-to-work process post-maternity leave. These initiatives reflect the Companys commitment to employee well-being, retention, and a healthy work-life balance.

Cautionary Statement

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statement.

Acknowledgments

Your Directors take this opportunity to place on record their deepest gratitude to the shareholders, customers, business partners, vendors, investors, bankers, financial institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued trust, cooperation and support to the Company during the year under review.

The Board also acknowledges the support and cooperation received from the Government of India, various ministries, along with their respective agencies, central and state electricity regulatory authorities, tax authorities and local authorities in the regions where the Company operates.

The Directors further place on record their deep appreciation for the dedication, teamwork and professionalism demonstrated by the employees at all levels, whose sustained efforts have contributed to the Companys performance and growth.

The Board looks forward to the continued support of all stakeholders in the years ahead.