Schneider Electric President Systems Ltd Directors Report

To The Members,

The Directors are pleased to present the Forty-First (41 st ) Annual Report of Schneider Electric President Systems Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended March 31, 2025 ("FY 2025").

FINANCIAL HIGHLIGHTS

(INR in million)

PARTICULARS	FY 2025	FY 2024
Total Revenue	4,569.86	3929.72
Earnings before Interest and Tax, Depreciation, Amortization (EBITDA)	631.26	474.85
Profit / (Loss) before Tax	651.60	405.45
Less: Tax Expenses	171.32	105.79
Profit After Tax	480.28	299.66

COMPANYS FINANCIAL PERFORMANCE AND STATE OF AFFAIRS

Highlights of the Companys financial performance for the year ended March 31, 2025, are as under: The Company experienced growth over the previous year which was majorly attributed to an increase in revenue. The Operating Revenue of the Company was at INR 4,569.86 million for the financial year ended on March 31, 2025, compared to INR 3,929.72 million in the financial year March 31, 2024. The Profit after Tax was at INR 480.28 miliion compared to INR 299.66 million in the previous financial year 2023-24.

The quarterly and annual performance of the Company are provided to the members at appropriate times through publication of results in newspaper, dissemination of information on the websites of Metropolitan Stock Exchange of India Limited (MSE) and the Company pursuant to Securities and Exchange Board of India (Listing Obligations and

India Limited (MSE) and the Company pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Companies Act, 2013 (the "Act"). For further update on the performance of the Company in the financial year 2024-25, please refer to the Management Discussion and Analysis Report, forming part of this Annual Report.

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

MATERIAL CHANGES AND, EVENTS DURING THE YEAR AND UPTO THE DATE OF THIS REPORT

No other material changes and events except as detailed in this report in respective segments affecting the financial position of the Company occurred during the financial year till the date of this report.

DIVIDEND AND DISTRIBUTION POLICY

The Board of Directors believe that retaining the earnings will enable the Company to utilize the funds for planned projects while sustaining future opportunities for business expansion. This approach aligns with our long-term growth strategy, ensuring the Companys financial health and stability in the competitive market. Accordingly, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2025.

The Company has adopted a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI Listing Regulations, as amended from time to time. This policy aims to ensure transparency in the declaration of dividends and safeguard the interests of investors. The policy is available on the Companys website under the Investors Section at https://www.schneiderelectricpresident.com/investors/ policies.html.

RESERVES

The details of reserves of the Company are provided under the Note of Equity in financial statements forming part of this Annual Report.

SHARE CAPITAL

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

As of March 31, 2025, the Authorized Share Capital of the Company stood at INR 12,00,00,000 (Rupees Twelve Crores only), divided into 1,20,00,000 equity shares of INR 10 (Rupees Ten only) each.

The issued, subscribed, and paid-up equity share capital of the Company stood at INR 6,04,80,000 (Rupees Six Crore Four Lakh Eighty Thousand only), comprising 60,48,000 equity shares of INR 10 (Rupees Ten only) each.

SHAREHOLDING PATTERN

As on March 31, 2025, Schneider Electric South East Asia (HQ) Pte Ltd. (the "Promoters") held 74.12% of the Companys total share capital, while the remaining 25.88% was held by the "Public Shareholders."

PUBLIC DEPOSITS

During the financial year 2024-25, the Company neither accepted nor renewed any public deposits as defined under Section 73 of the Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Consequently, there were no outstanding amounts relating to interest on public deposits as on the date of the Balance Sheet.

EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return of the Company in e-Form MGT-7 for the financial year ended March 31, 2025, in terms of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company. The same can be accessed from: https://www.schneiderelectricpresident.com/investors/ annual-returns.html

BOARD OF DIRECTORS

The Company is governed by a Board comprising an optimal mix of Executive, Non-Executive, and Independent Directors. The Chairperson of the Board is a Non-Executive Independent Director.

As of March 31, 2025, the Board comprised of six (06) Directors, including two (02) Non-Executive Directors (one (01) of whom is a Woman Director), two (02) Independent Directors, and two (02) Executive Directors.

The complete list of Directors along with other relevant details are provided in the Report on Corporate Governance, which forms part of this Annual Report.

CHANGE IN DIRECTORSHIP

During the financial year 2024?€“25, the following changes occurred in the composition of the Companys Board of Directors:

Appointment(s)/ Re-appointment(s):

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee (NRC) and/or Audit and Risk Management Committee (A&RMC) approved the following: ?€? appointment of Mr. Anuj Kudesia (DIN:10629156) as the Additional Director and Managing Director (Key Managerial Personnel of the Company at the Board meeting held on May 27, 2024, for a consecutive period of three (3) years effective May 27, 2024. The appointment was subsequently approved by the shareholders through an electronic postal ballot, with the resolution deemed to be passed on July 04, 2024.

?€? appointment of Mr. Ramakrishna Rajasekharan Nair (DIN:00202551), who was appointed as a Non-Executive Independent Director for a second term of five (5) consecutive years with effect from November 20, 2023, to November 19, 2028, by the members of the Company in the 39 th Annual General Meeting of the Company. The re-appointment of Mr. Nair who has attained the age of 75 years was subsequently approved by the shareholders through an electronic postal ballot, with the resolution deemed to be passed on March 30, 2025, in accordance with Regulation 17(1A) of the SEBI Listing Regulations. In accordance with the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) identified a set of core skills, expertise, and competencies essential for individuals to be considered for appointments/re-appointments on the Board. In addition to this, the NRC evaluates the qualifications, professional experience, integrity, ethical standards, and independent judgment of the individual while selecting a Board Member.

Director Retiring by Rotation

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Prabhu Praveen Das (DIN:10547092) Non- Executive Director, retire by rotation at the ensuing AGM. The Board of Directors, on the recommendation of NRC, has recommended his reappointment.

A brief profile of Mr. Das, along with the disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting ("SS-2") are given in the Notice of AGM, forming part of the Annual Report. Detailed profile of the Board of Directors is available on the Companys website at: https://www.schneiderelectricpresident.com/corporate/ leadership.html#board-of-directors.

Based on the disclosures received from the Directors, none of them are disqualified and debarred from being appointment or re-appointment as Directors in terms of provision of the Act SEBI Listing Regulations.

Cessations/Change in Role within Schnider Electric

During the financial year 2024-25, Mr. Sachin Bhalla (DIN:07325708) resigned from the position of Non-Executive Director of the Company with effect from May 27, 2024, due to the reconstitution of the Board and a change in role within the Schneider Electric Group. Consequently, he also ceased to be a member of the respective Board Committees effectively on the same date.

The Board places on record its deep appreciation for the invaluable guidance and contributions made by Mr. Sachin Bhalla during his tenure as a Non-Executive Director.

DECLARATION FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Ranjan Pant and Mr. RR Nair are the Independent Directors (IDs) of the Company as on date of this report. The Company has received declarations from all IDs under Section 149(7) of the Act, confirming that i. they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations;

ii. they are not aware of any circumstances or situations which exist or may reasonably be anticipated to exist, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence pursuant to Regulation 25(8) of the SEBI Listing Regulations;

iii. they have duly registered their names in the data bank maintained by the Indian Institute of Corporate Affairs. In accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014;

iv. they are not debarred from holding the office of director pursuant to any SEBI order dated June 14, 2018 or any other such authority vide MSE circular MSE/LIST/ CIR/2018/118 dated June 22, 2018.

The Board, after due assessment of the declarations, is of the opinion that the Independent Directors of the Company possess the requisite integrity, expertise, and experience, and fulfill the conditions specified in the Act and the SEBI Listing Regulations. They are independent of the management and are not related to the Promoters or Directors of the Company. The brief profiles of Directors can be accessed at : https://www.schneiderelectricpresident.com/corporate/ leadership.html#board-of-directors.

KEY MANAGERIAL PERSONNEL(S) (KMPs)

During the financial year 2024-25, Mr. Anuj Kudesia (DIN:10629156) was appointed as the Managing Director, designated as a Key Managerial Personnel of the Company, effective from May 27, 2024. As on the date of this Report, the following are the Key Managerial Personnel:

a. Mr. Anuj Kudesia ?€“ Managing Director b. Mr. Subhrendu Sarkar ?€“ Whole-Time Director and Chief Financial Officer c. Ms. Sapna Bhatia ?€“ Company Secretary and Compliance Officer

A detailed update on changes in the Board of Directors, including their directorships in other companies, skills, and areas of expertise, is provided in the Report on Corporate Governance forming part of this Annual Report.

BOARD MEETINGS

During the financial year, the Board was convened four (4) times?€”on May 27, 2024, August 12, 2024, November 11, 2024, and February 12, 2025. The details of these meetings, including the dates and attendance of Directors, are provided in the Report on Corporate Governance, which forms part of this Annual Report.

The requisite quorum was present for all the Board Meetings including the presence of one ID. The interval between two consecutive Board meetings was within the limits prescribed under the Act, and the SEBI Listing Regulations.

BOARD EVALUATION

The annual evaluation of the performance of the Board, Committees of the Board, Individual Directors and the Chairperson for the financial year 2024-25, was carried out through a structured questionnaires, pursuant to Section 134(3)(p) of the Act and Rules made thereunder, Regulation 17(10) of SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by Securities & Exchange Board of India (SEBI).

The evaluation process was carried out under the guidance of the Nomination and Remuneration Committee (NRC), and the outcome was reviewed and discussed at the meetings of the NRC and the Board held on May 27, 2025.

The Company conducted the Board Evaluation to ensure effective governance on the Board as a best practice through a structured questionnaire on Board composition and diversity, strategic oversight, quality of discussions, effectiveness of decision-making, succession planning, and the functioning of Board Committees. The NRC also reviewed the performance of the Individual Directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their role as a director, etc. and the evaluation of the Committees focused on the adequacy of their terms of reference, frequency and effectiveness of meetings, and the quality of discussions.

The Board also evaluated the performance of Independent Directors and expressed satisfaction with their integrity, expertise, experience (including proficiency), and their active contribution to Board deliberations.

The responses were analyzed, and the outcome of the Board Evaluation was subsequently discussed by the NRC and the Board at their respective meetings held on May 27, 2025. A detailed overview of the evaluation process and its outcome is provided in the Corporate Governance Report, which forms part of this Annual Report.

POLICY ON REMUNERATION AND CRITERIA FOR APPOINTMENT OF DIRECTORS

In accordance with the provisions of Section 178(3) of the Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Board on the recommendation of NRC, adopted the policy on determining the remuneration to be paid to directors, key managerial personnel and senior management personnel and criteria for appointment of directors. The said policy sets out the guiding principles for NRC to identify the persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations.

The Company follows a compensation mix of fixed pay, benefits, and performance-based variable pay, which is paid based on individual performance, business performance and goals of the Company. The remuneration framework is designed to comply with applicable regulations, reflect industry best practices, and meet prevailing benchmarks. The Nomination and Remuneration Policy was amended by the Board on August 12, 2024, based on recommendation of NRC in compliance with the SEBI Listing Regulations. The Policy emphasizes evaluating individuals based on their qualifications, professional experience, integrity, and alignment with the Companys values. It also considers diversity in background and expertise relevant to the Companys operations.

The Nomination and Remuneration Policy of the Company is available on its website at https://www.schneiderelectricpresident.com/investors/ policies.html We affirm that the remuneration paid to the Directors, Key Managerial Personnel, and Senior Management during theyear is in accordance with the said Policy.

COMMITTEES OF THE BOARD

The Board of Directors oversees the execution of its responsibilities through various Committees, each constituted to focus on specific functional areas. These Committees form an integral part of the Companys governance framework, ensuring focused oversight and informed decision-making within the scope of authority delegated to them.As on the date of this Report, the following Statutory Committees are functioning in accordance with their defined roles and responsibilities:

1. Audit and Risk Management Committee* (A&RMC) 2. Nomination and Remuneration Committee (NRC) 3. Environmental, Social and Governance & Corporate Social Responsibility Committee*(ESG & CSR) 4. Stakeholders Relationship Committee (SRC)

*The nomenclature of the Audit Committee was changed to "Audit and Risk Management Committee" effective from December 06, 2023. Similarly, the "Corporate Social Responsibility Committee" was renamed as the "Environmental, Social and Governance & Corporate Social Responsibility Committee" (ESG & CSR) effective from May 10, 2024.

In addition to the above, the Board has also constituted a Finance Committee to oversee the Companys day-to-day finance and banking operations as per the requirement. During the year, all recommendations made by each of the Committees were accepted by the Board. The minutes of the meetings of all the Committees are placed before the Board for noting.

Details regarding the composition, terms of reference, and the number of meetings held by each Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been growing consistently and as per the reported profits, the Company is obliged to spend an earmarked amount in terms of the provisions of the Act, towards its CSR activities for the financial year 2024-25. As part of its initiatives under CSR for the financial year under review, the Company has undertaken projects in the areas of education by awarding Scholarship to meritorious students and Environment Conservation by monitoring and maintaining survival rates of the saplings planted in the year 2023-24. In order to align the element of sustainability/ ESG principles within the scope of CSR, the Board of Directors approved change in nomenclature of CSR Committee to Environmental, Social and Governance & Corporate Social Responsibility ("ESG & CSR") with effect from May 10, 2024, and adopted ESG charter in the in the Board Meeting held on May 27, 2024, as recommended by the Committee for the purpose of integrating ESG into the business strategy and to define the sustainability governance and ambitions of the Company.

In terms of the provisions of Section 135 of the Act, and the rules framed thereunder, the ESG & CSR Committee of the Board comprised the following members as on March 31, 2025:

a. Mr. R.R. Nair, Non-Executive Independent Director¹ b. Ms. Chitra Sukumar, Non-Executive Director c. Mr. Anuj Kudesia, Managing Director 2

¹Mr. R.R. Nair was appointed as the Chairperson of the ESG & CSR Committee; and 2 Mr. Anuj Kudesia as the Member of the Committee with effect from May 27, 2024.

The statutory disclosures relating to the ESG & CSR Committee, along with the Annual Report on CSR Activities, are annexed to this Report as Annexure I.

The Companys policy on Corporate Social Responsibility and ESG Charter are also available on its website and can be accessed at https://www.schneiderelectricpresident.com/investors/ policies.html

LOANS, GUARANTEES, SECURITIES, AND INVESTMENTS

During the financial year ended March 31, 2025, the Company has not extended any loans, provided any guarantees or securities, nor made any investments under the provisions of Section 186 of the Act.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

As on March 31, 2025, the Company does not have any Subsidiary, Joint Venture or Associate Company.

BUY BACK OF SECURITIES/ SWEAT EQUITY/ BONUS SHARES

During the financial year 2024-25, the Company has not undertaken any buy-back of its securities, nor has it issued any sweat equity shares or bonus shares.

PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTY TRANSACTIONS

In terms of the Act and SEBI Listing Regulations, all contracts/ arrangements/ transactions entered by the Company during the financial year 2024-25 were executed at arms length and in the ordinary course of business and approved by the Audit and Risk Management Committee consisting of Independent Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route, in compliance with the provisions of the Act and the SEBI Listing Regulations read with Companys Policy on Related Party Transactions. As per the SEBI Listing Regulations, if any Related Party Transactions (RPTs) exceed INR 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement, whichever is lower, would be considered as material and would require Members approval.

In this regard, during the year under review, the Company has taken necessary Members approval in compliance with the provisions of the Act and the SEBI Listing Regulations for certain arrangements/ transactions with related parties that are considered material for financial year 2024-25 vide Postal Ballot (e-voting) approval dated April 17, 2024 and July 04, 2024 (last date of receipt of remote e-voting) and subsequent modification approval in the material RPTs in the previous Annual General Meeting held on September 17, 2024 through electronic mode(VC/OAVM).

Additionally, the Members have further approved Material Related Party Transactions for financial year 2025-26 vide Postal Ballot (e-voting) approval received on March 30, 2025 (last date of receipt of remote e-voting).

Accordingly, Form AOC-2 with necessary disclosure with respect to the Material Related Party Transactions, in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, is attached as Annexure II, to this Report. The details of RPTs during FY 2025, including transaction with the promoter / promoter group are provided in the accompanying financial statements. Members may refer to notes to the Financial Statements setting out the details of the Related Party Transactions pursuant to IND AS. During the year, the Board of Directors, on recommendation of the Audit and Risk Management Committee, have approved changes in the Policy on Material Related Transaction in terms of SEBI Listing Regulations. The Policy on Material Related Transaction is available on the website of the Company and can be accessed from the link i.e., https://www.schneiderelectricpresident.com/investors/ policies.html

RISK MANAGEMENT

One of the core assets of the risk management practice is a unique risk taxonomy, used by the different domains within the organization. The Company recognizes that each risk nature is unique and therefore requires a unique approach in the way risks within each nature are identified, assessed, monitored, and mitigated.

Building a strong risk management culture and mechanisms takes a great deal of work and effective collaboration. The Company has set up a robust risk management framework across the organization which facilitates identification, assessment, communication and management of risk in effective manner. All five essential components of Committee of Sponsoring Organization (COSO) framework i.e., control environment, risk assessment, control activities, information communication and monitoring are considered while defining the control objective, as the intent is to ensure adherence to Company defined guidelines along with value addition through improvement in existing Company processes.

In compliance with the requirements of the Act, the Company has also developed and implemented Risk Management Policy, emphasizing assessment procedures for risk minimization. These procedures are periodically reviewed to ensure that the executive management controls risk through means of a properly defined framework, which is in line with the best practices of current risk management. The primary objective of Risk Management is to assess the level of impact from any negative outcome of risks and the measures required to cover the organization from such risks. In compliance with the Listing Regulations, the Board has constituted Risk Management Committee by changing the nomenclature of Audit Committee to the Audit and Risk Management Committee to ensure that the current Risk Management Policy achieves the objectives of operational efficiency and effectiveness, informed decision making, protection of people and assets and compliance with applicable laws and regulations. The details of the Risk Management Committee are available in the Report on Corporate Governance forming part of this Annual Report. The Board on recommendation of Audit & Risk Management Committee approved and adopted the Risk Management Policy on December 06, 2023, and appointed Mr. Surender Kumar as the Risk Officer of the Company.

The Risk Management Policy of the Company can be accessed using the following link: https://www.schneiderelectricpresident.com/investors/ policies.html

AUDITORS Statutory Auditors

M/s. S.N. Dhawan and Co LLP, Chartered Accountants (Firm Registration No. 000050N/N500045), were appointed as the Statutory Auditors of the Company at the 37 th Annual General Meeting held on September 20, 2021, for a term of five (5) consecutive years, up to the conclusion of the 42 nd Annual General Meeting.

There have been no qualification, reservation or adverse remarks given by the Auditor in their report affecting the financial position of the Company. Further, the Auditors Report being self-explanatory does not call for any further comments from the Board of Directors.

During the financial year 2024-25, there were no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act, and the rules made thereunder, either to the Company or to the Central Government.

The Statutory Auditors were present virtually at the 40 th Annual General Meeting of the Company.

Cost Auditors & Cost Audit Report

M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru (ICWA Registration No. 000065), were appointed as the Cost Auditors of the Company for the financial year 2024-25 by the Board of Directors, based on the recommendation of the Audit and Risk Management Committee, to audit the cost records of the Company.

In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Company has maintained cost records for the applicable products as specified by the Central Government for the financial year ended March 31, 2025.

Further, the Board, on the recommendation of the Audit and Risk Management Committee, has re-appointed M/s. Rao, Murthy & Associates, Cost Accountants (ICWA Registration No. 000065) as the Cost Auditors for the financial year 2025-26 to audit the cost records of the Company and approved remuneration payable to the Cost Auditors for financial year 2025-26 subject to ratification of their remuneration by the Members at the ensuing AGM. A resolution seeking ratification of the forms part of the Notice of the 41 st Annual General Meeting.

The Company has received a certificate from M/s. Rao, Murthy & Associates confirming their consent and that their appointment is in accordance with the limits specified under Section 141 of the Act, and the rules made thereunder.

Secretarial Auditors

M/s. Sanjay Grover & Associates were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2024-25 as required under Section

204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year 2024-25 forms part of this Annual Report and is annexed as Annexure III. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks, or disclaimer. Pursuant to the provisions of Section 204 of the Act and Rule 9A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit and Risk Management Committee approved appointment of M/s. Sanjay Grover & Associates, (ICSI Firm Registration No. P2001DE052900), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five (5) consecutive years (for the financial year 2025-26 until financial year 2029-30), to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report subject to approval of the Shareholders of the Company at the ensuing AGM. M/s. Sanjay Grover & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of applicable law.

The Secretarial Auditors were also present virtually at the last 40 th Annual General Meeting of the Company.

Internal Auditor

The Board of Directors, based on the recommendation of the Audit and Risk Management Committee, appointed Mr. Vinay Kumar Awasthi as the Internal Auditor of the Company for the financial year 2024-25 to conduct audit in accordance with a detailed Internal Audit Plan, duly reviewed and approved by the Committee of the Company. Mr. Awasthi has been re-appointed as the Internal Auditor for the financial year 2025-26.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL

As a vital component of Enterprise Risk Management Framework, our internal control procedures are designed to ensure compliance with laws and regulations, adherence to policies and guidelines, effective internal processes, timely remediation of deficiencies, and the reliability of financial reporting. In compliance to the requirements of the Act, your Company has put in place, an independent and objective inhouse internal audit department designed to provide reasonable assurance with regards to the effectiveness and adequacy of the internal control system and processes. The internal audit plan is based on risk assessment, which is approved by the Audit and Risk Management Committee.

The in-house internal audit department, along with assistance from third party audit firms, provides audit assurance, add value to improve the Companys end to end processes through a systematic disciplined approach, from inception, through fieldwork to final reporting.

Also, as per requirements of the Act, a detailed internal financial control framework has been documented, for monitoring the effectiveness of controls in daily operations and timely remediation of deficiencies through a structured evaluation and test program. The said framework is reviewed and updated annually. Operating effectiveness of such framework is tested on annual basis and results are presented to Board/Audit Committee. Controls self-assessments are performed by respective process owners annually for the defined controls.

The Audit and Risk Management Committee does a regular review of the internal audit reports submitted by the Internal Auditor and an action plan for remedial actions are put in place. The Committee is continuously apprised of the action plan status The Committee also meets the Companys statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations, if any. The Company confirms that the internal financial controls were adequate and operating effectively.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act and to the best of their knowledge and belief, and according to the information and explanation provided to them, your Directors hereby confirm that: a. in the preparation of the annual accounts of the Company for the financial year ended March 31, 2025, the applicable accounting standards has 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 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 other irregularities; d. they have prepared the annual accounts 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 are adequate and were 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.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement of disclosure relating to remuneration and other details, as required under Section 197(12) of 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 as Annexure IV.

In accordance with the provisions of Section 136 of the Act and Rule 5(2) of the Rules made thereunder, this Report is being circulated to the Members of the Company excluding the statement containing particulars of employees. The said information is available for inspection at the registered office of the Company until the date of the forthcoming Annual General Meeting (AGM). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary, and the same shall be provided upon request.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to creating a safe and healthy work environment with zero tolerance for sexual harassment and victimization of any kind at all levels of the organization. The Company has in place a Policy on prevention, prohibition, and redressal of Sexual Harassment at workplace ("POSH Policy") 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 sets clear and consistent expectations of workplace conduct, outlines the roles and responsibilities of employees, managers, and witnesses in creating a workplace free of harassment of any kind, and highlights the different reporting channels available to report concerns, while maintaining confidentiality and protection against retaliation. The Company has constituted Internal Complaints Committees (ICCs) for every location where it operates which have been given the responsibility to receive and address the complaints. The essence of the policy is communicated to all employees across the organization at regular intervals and steps have been taken to create awareness about familiarization to the said policy by conducting periodical webinars for its employees, providing continuance information on digital platforms along with publishing of information on the notice boards of the premises. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The matters reported under the established mechanism in the organisation are being reported in the Audit and Risk Management Committee and Board of Directors on quarterly basis. During the period under review, no cases were pending at the beginning of year and reported of alleging sexual.harassment during the year and no complaint was pending for resolution at the end of the year.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In accordance with the provisions of the Section 178 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a robust whistleblowing system/ vigil mechanism through its Whistle Blower Policy duly approved by the Board of Directors and Audit and Risk Management Committee which provides employees with a safe and confidential way to report any unethical behaviour, misconduct, or corruption violations of the Companys Code of Conduct (Trust Charter) or any other improper or wrongful conduct they may witness within an organization.

All stakeholders may report concerns either by contacting an appropriate person internally or by using the Trust Line, our whistleblowing system, which is available online, at all times, and protects the anonymity of the whistleblower. To ensure the effectiveness of that Speak Up mindset and related whistleblowing system, all complaints are reported to the Group Compliance Officer, who operates independently of the operating management. The Company ensures that all complaints are investigated promptly, confidentially, impartially, and appropriate actions are taken to uphold the highest standards of professional and ethical conduct. The concerns reported under this mechanism are scrutinized and addressed in the manner and within the time frames prescribed in the Policy and Schneider Electric internal Group Policies. Upon completion of investigations, substantiated cases are escalated to the Schneider Electric Group Ethics Committee for decision-making and further placed before the Committee on a quarterly basis until closure of matter. All whistle-blower cases are periodically reviewed and reported to the Audit and Risk Management Committee and the Board of Directors.

It is affirmed that no individual has been denied access to the Audit and Risk Management Committee.

During the financial year 2024-25, the Company did not receive any complaints pertaining to unethical behaviours, actual or suspected fraud, or violations of the Trust Charter from any employee, director, or other person, under the provisions of Section 177 of the Act and the SEBI Listing Regulations read with applicable rules made thereunder.

Further details of this process are included in the Report on Corporate Governance, which forms part of this Annual Report. The Whistle Blower Policy is accessible on the Companys website at: https://www.schneiderelectricpresident.com/ investors/policies.html

TRANSFER OF UNCLAIMED DIVIDEND & SHARES IN FAVOR OF INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY

During the financial year ended March 31, 2025, the Company did not execute any transfers of unpaid dividends or shares to the Investor Education and Protection Fund (IEPF).

However, in compliance with the provisions of Section 125 of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has, in previous financial years, transferred to the IEPF Authority the unclaimed dividends and the corresponding equity shares on which dividends had not been claimed for seven (7) consecutive years.

As on March 31, 2025, a total of 20,758 equity shares are lying with the IEPF Authority.

The Company has duly followed the prescribed procedure for the transfer of shares and unclaimed dividends inaccordance with the provisions of the Act and SEBI Listing Regulations and the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"). In this regard, the Company issued individual notices to the concerned shareholders who had not claimed their dividends during the relevant periods.

CODE OF CONDUCT OF THE COMPANY ?€“ TRUST CHARTER

The Board of Directors has adopted a Code of Conduct and Ethics, known as the Trust Charter, applicable to all Directors, Key Managerial Personnel, Senior Management and employees of the Company. The objective of this Code is to ensure that the Companys business is conducted with the highest standards of ethics, responsibility, integrity, fairness, transparency, and honesty.

The Trust Charter outlines broad principles guiding individual conduct in interactions with the Company, colleagues, and the broader environment in which the Company operates. The Code of Conduct is available on the Companys website at https://www.schneiderelectricpresident.com/corporate/ company-policy-charter.html The Members of the Board, Key Managerial Personnel and Senior Managerial Personnel, annually confirm the compliance of the Code of Conduct to the Board.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading ("PIT Code") in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code is designed to:

?€? Safeguard the interests of shareholders by ensuring transparency and fairness in securities trading;

?€? Prevent the misuse of Unpublished Price Sensitive Information (UPSI);

?€? Regulate and monitor trading activities by Designated Persons and their Immediate Relatives.

In accordance with the Code, the Trading Window remains closed during critical financial periods, i.e., prior to the announcement of financial results on a quarterly basis. During this period, Designated Persons and their Immediate Relatives are prohibited from trading in the securities of the Company. The Company ensures that all Designated Persons are informed of their obligations under the Code on a timely basis and regular disclosures as mandated are being maintained and complied with SEBI (Prohibition of Insider Trading) Regulations, 2015.

During the year, the Board on recommendation of Audit and Risk management Committee has amended the PIT Code on May 27, 2024, and February 12, 2025, respectively, to incorporate regulatory updates and best practices.

The PIT Code is available on the Companys website at https:// www.schneiderelectricpresident.com/investors/policies.html

CORPORATE GOVERNANCE

The Company considers Corporate Governance as a key mechanism to enhance long-term stakeholder value. It is committed to conducting its business with integrity, transparency, accountability, and fairness, thereby ensuring the interests of all stakeholders i.e., investors, employees, shareholders, customers, suppliers, the environment, and the community at large are safeguarded and promoted.

In compliance with the requirements of Regulation 34 of the SEBI Listing Regulations, a detailed Report on Corporate Governance forms part of this Annual Report. This report outlines the governance structure, the roles and responsibilities of the Board and its Committees, and the key policies and practices that enable the Board to discharge its duties effectively.

Additionally, a certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as prescribed under SEBI Listing Regulations, is annexed to the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report is presented in a separate section of this Annual Report. This report provides insights into the Companys operational and financial performance, industry trends, opportunities and risks, and the strategic direction for the future.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company remains committed to conducting its business in a manner that is economically viable, environmentally sustainable, and socially responsible. This commitment is deeply embedded in the Companys core values and operational philosophy, with a focus on societal welfare, environmental stewardship, and inclusive growth. The Company has adopted the BRSR framework as part of its broader commitment to corporate governance and sustainability leadership.

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") forms an integral part of this Annual Report. The BRSR outlines the Companys performance against the principles of the National Guidelines on Responsible Business Conduct ("NGRBC") issued by the Ministry of Corporate Affairs, Government of India.

The report provides stakeholders with a transparent view of the Companys Environmental, Social, and Governance ("ESG") initiatives, including its efforts to minimize adverse impacts, promote ethical practices, and contribute positively to the communities in which it operates.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo is provided in Annexure V to this Report.

DETAIL OF MANUFACTURING PLANTS

The details of the Companys manufacturing factories/plants located in the State of Karnataka are as follows:

Factory Location	Address
Factory Unit-1	Plot No. 5C/1, Plot No 5-D, Survey No. 106 & 108, Ichhangur Village, KIADB Industrial Area, Attibele, Benga-
	luru - 562107, Karnataka
Factory Unit-2	Plot No. 6A, KIADB Industrial Area, Attibele, Bengaluru - 562107, Karnataka

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the financial year 2024-25, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations.

OTHER DISCLOSURES Secretarial Standards

The Company has complied with the provisions of Secretarial Standard-1(relating to Meetings of the Board of Directors) and Secretarial Standard-2 (relating to General Meetings), as issued and amended from time to time by the Institute of Company Secretaries of India.

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 the amount of the valuation done at the time of one-time settlement and the valuation done while taking loans 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 is no Statement or explanation of deviation(s) or variation(s) on shares of the Company.

Listing on stock exchanges

The Companys shares are listed on Metropolitan Stock Exchange of India Limited.

ACKNOWLEDGEMENT

The Board of Directors expresses its deep appreciation and sincere gratitude to all stakeholders, including the shareholders, customers, business partners, vendors, bankers, and financial institutions, for their continued trust, support, and confidence in the Company throughout the year.

The Board also extends its heartfelt thanks to the Departments of the Government of India, various State Government Ministries, Regulatory Authorities, including Central and State Electricity Regulatory Commissions, Tax Authorities, and Local Administrative Bodies across the regions where the Company operates, for their valuable cooperation and guidance during the year. The Company looks forward to their continued support in the future.

Lastly, the Board places on record its deep appreciation for the dedication, commitment, and hard work of all employees across levels. Their consistent efforts have been instrumental in driving the Companys growth and excellence.

For and on Behalf of the Board of Directors Schneider Electric President Systems Limited

Ranjan Pant

Chairman DIN: 00005410 Place: Gurugram Date: May 27, 2025