Schneider Electric President Systems Ltd Directors Report

1The nomenclature of the Audit Committee was changed to "Audit and Risk Management Committee" effective from December 06, 2023. Similarly, the ²"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, the Board has established a Finance Committee responsible for overseeing the Companys daily financial and banking activities as required.

During the year under review, the Board accepted all recommendations made by each of the Committees. The minutes of all Committee meetings were submitted to the Board for its information.

Comprehensive details regarding each Committees composition, terms of reference, and meetings held during the year under review for these committees are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

For the financial year ended March 31, 2026, the Company did not grant any loans, provide any guarantees or securities, or make any investments as per the provisions of Section 186 of the Act.

In order to support the Companys long-term sustainability, cost efficiency, and energy security objectives, and in alignment with the Schneider Electric Groups strategic focus on renewable energy and decarbonization, As on March 31, 2026, the Board of Directors, based on the recommendation of the Audit and Risk Management Committee, approved the proposal to participate in a Group Captive Power Project for the procurement of renewable energy in terms of compliance with the applicable provisions of the Electricity Act, 2003, the Electricity Rules, 2005 (as amended), and other relevant regu latory requirements governing ca ptive power consu mption and applicable laws.

The investment is intended to meet the Companys renewable energy requirements for its plants/factories located in Bengaluru, Karnataka. The project is currently under implementation as on date.

As on March 31, 2026, the Company does not have any Subsidiary, Joint Venture or Associate Company.

During the financial year 2025-26, the Company has not undertaken any buy-back of its securities, nor has it issued any sweat equity shares except as Bonus Shares.

On November 10, 2025, the Board of Directors approved allotment of 60,48,000 equity shares of f10/- (Rupees Ten only) each as fully paid-up bonus equity shares, in the ratio of 1:1, i.e. One (1) new fully paid-up bonus equity share of f10/- (Rupees Ten only) each for every One (1) existing fully paid-up equity share of f10/- (Rupees Ten only) each, to the eligible members of the Company whose name appeared in the Register of Members/Register of the Beneficial Owners, as on November 07, 2025, the ‘Record Date fixed for this purpose in terms of Section 63 of the Companies Act, 2013 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), and other applicable statutory and regulatory approvals.

The aforesaid allotment was made subsequent to the approval for issuance of Bonus Shares granted by the Board at its meeting on September 24, 2025 and the shareholders of

the Company vide resolution passed through Postal Ballot (e-voting) on October 29, 2025, by capitalizing a sum of f 6,04,80,000/- (Rupees Six Crores Four Lakh Eighty Thousand only) out of the Securities Premium Account of the Company.

The bonus equity shares so allotted rank pari passu in all respects, including dividend entitlement, with the existing fully paid-up equity shares of the Company and are subject to the provisions of the Memorandum and Articles of Association of the Company.

In accordance with the applicable provisions of the SEBI ICDR Regulations, the bonus equity shares were issued exclusively in dematerialised form and credited to the respective beneficiary accounts of the eligible shareholders maintained with their Depository Participants.

Bonus equity shares pertaining to shareholders holding shares in physical form were credited to a separate demat account titled "Schneider Electric President Systems Limited -Unclaimed Securities Suspense Escrow Demat Account", opened and maintained by the Company for this purpose. Such shares shall remain in the said account until claimed by the respective shareholders in accordance with the applicable laws, regulations, rules and guidelines issued by the Ministry of Corporate Affairs ("MCA"), the Securities and Exchange Board of India ("SEBI") or any other competent authority.

The voting rights in respect of the bonus equity shares held in the aforesaid Unclaimed Securities Suspense Escrow Demat Account shall remain frozen.

The Company duly informed its shareholders of the allotment of bonus equity shares through separate communication sent via email and/or post. Subsequently, the requisite intimations were also submitted to the Stock Exchange post allotment. The respective investors are requested to contact Registrar and Share Transfer Agent (RTA) of the Company and/or the Company for claiming their shares by submitting required information under the law.

Pursuant to the Act and SEBI Listing Regulations, all contracts, arrangements, and transactions undertaken by the Company during the financial year 2025-26 were executed at arms length and within the ordinary course of business, having received approval from the Audit and Risk Management Committee comprised of Independent Directors. Transactions of a repetitive nature were authorized in accordance with the requirements of the Act and SEBI Listing Regulations, alongside adherence to the Companys Policy on Related Party Transactions.

In terms of Regulation 23 of the SEBI Listing Regulations, as amended, and Schedule XII thereof, if the listed entitys annual consolidated turnover according to the latest audited financial statements is up to f 20,000 crore, any transaction with a related party will be deemed material if, either individually or collectively with prior transactions in the financial year, it exceeds 10% of the annual consolidated turnover. Such material transactions require prior approval from Members via an Ordinary Resolution.

During the year under review, the Company obtained requisite Members approvals in accordance with the provisions of the Act and SEBI Listing Regulations for specific Material Related Party arrangements and transactions pertaining to financial year 2025-26. These transactions were approved by the Members of the Company via Postal Ballot (remote e-voting) on March 30, 2025, and subsequent approval for the modification in the material RPTs was granted on December 17, 2025.

Furthermore, Members have also approved Material Related Party Transactions for the financial year 2026-27 through Postal Ballot (remote e-voting), vide approval dated March 21, 2026 (last date of receipt of remote e-voting).

Accordingly, disclosures on material Related Party Transactions in Form AOC-2 as per Section 134(3)(h), Section 188 of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014, is enclosed as Annexure I to this Report.

The details of RPTs during financial year 2026, 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, based on the Audit and Risk Management Committees recommendation, approved changes to the Policy on Material Related Transaction as per SEBI Listing Regulations. The updated policy is available on the Company website at the link provided https://www. schneiderelectricpresident.com/investors/policies.html

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 the 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 ensu re 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 alignment with the SEBI Listing Regulations, the Company has established a Risk Management Committee

within the Audit Committee by renaming it as the Audit and Risk Management Committee. This committee is responsible for overseeing the effectiveness of the Risk Management Policy and ensuring key objectives are met, including operational efficiency and effectiveness, informed decision-making, the protection of people and assets, and compliance with all applicable laws and regulations. Additional details regarding the Committee are available in the Corporate Governance Report, which is included in this Annual Report. In the opinion of the Board, there were no elements of risk identified which may threaten the existence of the Company, during the year under review.

The Board on recommendation of Audit & Risk Management Committee approved and adopted the Risk Management Policy on December 06, 2023. There was no change in the Policy during the year.

Following the Audit and Risk Management Committees recommendation, the Board appointed Mr. Puneet Agrawal as Chief Risk Officer on November 12, 2025, in place of Mr. Surender Kumar, who stepped down from the position due to change in role within Schneider Electric.

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

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 Global Internal Audit, 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 do a regular review of the internal audit reports submitted by the Internal Auditor and an action plan for remedial actions is 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.

At Schneider Electric, sustainability is integral to our purpose, culture, and business strategy. This commitment extends beyond our operations and is deeply embedded in our Corporate Social Responsibility ("CSR") initiatives, through which the Company seeks to create meaningful and sustainable value for society. In addition to complying with the requirements of Section 135 of the Companies Act, 2013, the Company aligns its CSR programmes with the United Nations Sustainable Development Goals ("SDGs") 2030. Through these initiatives, the Company contributes to key development priorities, including access to clean energy, quality education, economic empowerment, and the reduction of inequalities. By aligning its CSR agenda with the SDG framework, the Company adopts a strategic and balanced approach to generating long-term social impact while reinforcing its commitment to sustainable and inclusive growth.

SEPSLs CSR strategy is focused on bridging the gap between energy progress and social equity. Leveraging the Schneider Sustainability Impact ("SSI") framework, the Company adopts a structured and results-driven approach to its social initiatives. Through focused interventions in areas such as scholarships, education, and environmental conservation, SEPSL strives to create measurable, sustainable, and long-term value for communities while advancing its commitment to inclusive and responsible growth.

The Company has demonstrated consistent growth, and based on the reported profits, is required to allocate a specified amount towards Corporate Social Responsibility (CSR) activities for the financial year 2025-26, in accordance with the provisions of the Act.

To integrate ESG principles into CSR, the Board approved renaming the CSR Committee to Environmental, Social and Governance & Corporate Social Responsibility ("ESG & CSR") effective May 10, 2024, and adopted an ESG charter at the May 27, 2024, Board Meeting. This aligns ESG with business strategy and clarifies the Companys sustainability governance and goals.

Pursuant to the provisions of Section 135 of the Act, together with the applicable rules, the ESG & CSR Committee of the Board consisted of the following members as of March 31, 2026:

a) Mr. R.R. Nair, Non-Executive Independent Director, Chairperson

b) Ms. Chitra Sukumar, Non-Executive Director, Member

c) Mr. Anuj Kudesia, Managing Director, Member

The statutory disclosures pertaining to the ESG & CSR Committee, together with the Annual Report on CSR Activities, are attached to this Report as Annexure II.

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

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. Accordingly, the term of appointment of the Statutory Auditors will expire in the ensuing AGM.

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than two (2) terms of five (5) consecutive years.

Accordingly, the Board of Directors on recommendation of Audit and Risk Management Committee have re-appointed M/s. S N Dhawan and CO LLP, Chartered Accountants (Firm

Registration No. 000050N/N500045) as Statutory Auditors of the Company for 2^nd term of five (5) consecutive years to hold office from conclusion of 42^nd Annual General Meeting up to the conclusion of the 47^th Annual General Meeting subject to approval of Members in the ensuing AGM in term in compliance with Section 139 of the Act.

The Company has obtained consent along with confirmation of compliance regarding eligibility and non-disqualification, including a declaration of independence from Statutory Auditors to the effect that their re-appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The National Financial Reporting Authority ("NFRA") issued a circular dated January 07, 2026, on "Effective Communication between Statutory Auditors and Those Charged with Governance (TCWG)", with the objective of establishing a robust, structured, timely and documented two-way communication framework between the Statutory Auditors and TCWG, including the Audit Committee, in compliance with the Standards on Auditing ("SAs") and other applicable laws and regulations.

The Circular underscores the need for structured, timely, and well documented communication to enhance audit quality, transparency, and compliance with applicable auditing standards.

Accordingly, during the year, the Board on recommendation of Audit and Risk Management Committee and in consultation with the Statutory Auditors, approved the Standard Operating Procedure (SOP) governing two way communication framework between TCWG and the Statutory Auditors in terms of aforesaid circular.

Further, TCWG is required to engage with the Statutory Auditors through at least two formal interactions during a financial year, namely: (i) an audit planning meeting at the commencement of the audit; and (ii) a pre-finalisation meeting prior to approval of the audited financial statements.

Accordingly, subsequent to the issuance of the Circular and up to the date of this Report, two meetings were held between the Statutory Auditors and TCWG, comprising members of the Board and the Audit and Risk Management Committee, on March 31, 2026 and May 21, 2026, to discuss the audit plan for the ensuing financial year and the pre-audit completion review before the approval of the financial statements.

The report given by the Auditors on the Financial Statements of the Company for financial year 2025-26 forms part of this Annual Report. There have been no qualifications, reservations 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 year under review, no instances of fraud have been reported by the Statutory Auditors under Section 143(12) of the Act and the Rules framed thereunder, neither to the Company nor to the Central Government.

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

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 2025-26 by the Board of Directors, based on the recommendation of the Audit and Risk Management Committee, to audit the cost records of the Company.

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.

Further, the Board, on the recommendation of the Audit and Risk Management Committee, have re-appointed M/s. Rao, Murthy & Associates, Cost Accountants (ICWA Registration No. 000065) as the Cost Auditors for the financial year 202627 to audit the cost records of the Company and approved remuneration payable to the Cost Auditors for financial year 2026-27 subject to ratification of their remuneration by the Members at the ensuing AGM.

The Company has received a certificate from M/s. Rao, Murthy & Associates confirming their eligibility and consent to act as the Cost Auditors, in accordance with the limits specified under Section 141 of the Act, and the Rules made thereunder.

A resolution seeking ratification of the remuneration payable to M/s. Rao, Murthy & Associates, Cost Accountants as Cost Auditors for financial year 2026-27 forms part of the notice of the 42^nd AGM.

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

Pursuant to the provisions of Section 204 of the Act and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, M/s. Sanjay Grover & Associates, (ICSI Firm Registration No. P2001DE052900), a peer reviewed firm of Company Secretaries in Practice were appointed as Secretarial Auditors of the Company at the 41^st AGM held on September 24, 2025 for a period of five (5) consecutive years (for the financial year 2025-26 until financial year 2029-30), until the conclusion of the 46^th AGM to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report.

The Secretarial Audit Report for the financial year 2025-26 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 SEBI Listing Regulations, the Company has also undertaken an audit for all applicable compliances as per the Listing Regulations and circular guidelines issued thereunder. The Annual Secretarial Compliance Report for the financial year 2025-26 has been submitted to the Stock Exchanges within the stipulated timeline.

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

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 2025-26 to conduct audit in accordance with a detailed Internal Audit Plan, duly reviewed and approved by the Committee of the Company.

Mr. Vinay Kumar Awasthi was re-appointed as the Internal Auditor of the Company for the financial year 2026-27. However, pursuant to his resignation due to a change in role within the Schneider Electric Group (Global Function), effective August 12, 2026, the said re-appointment stood superseded.

Consequent to the resignation of Mr. Awasthi due to a change in role, the Board of Directors, based on the recommendation of the Audit and Risk Management Committee, appointed Mr. Devendra Kumar Sharma as the Internal Auditor of the Company for the financial year 2026-27 with effect from August 12, 2026, to conduct the internal audit in accordance with a detailed Internal Audit Plan duly reviewed and approved by the Audit and Risk Management Committee.

During the year under review, no instances of fraud have been reported by the Auditors under Section 143(12) of the Act and the Rules framed thereunder, neither to the Company nor to the Central Government.

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, 2026, 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.

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) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 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.

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 policy is gender neutral and 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 year 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. The status of cases reported is set out below:

During the financial year 2025-26, the Company has complied with all the provisions of the POSH Act and the Rules framed thereunder.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the financial year 2025-26.

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 2025-26, 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

During the financial year ended March 31, 2026, 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, 2026, a total of 41,516 equity shares is lying with the IEPF Authority. However, as on date of this report, 40,270 equity shares are lying with the Authority. For more information, please refer to Unclaimed amounts/shares held in investor education and protection fund (IEPF) provided in the Report on Corporate Governance, which forms part of this Annual Report.

The Company has duly followed the prescribed procedure for the transfer of shares and unclaimed dividends in accordance 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 shares and/ or dividends during the relevant periods.

No material changes or events have occurred that affected the financial position of the Company from the close of financial year and up to the date of this report except as under and provided in the relevant section in the report.

In furtherance of compliance with the Order issued by the Securities and Exchange Board of India ("SEBI"), bearing reference no. WTM/GM/MIRSD/62/2020-21 dated January 19, 2021 ("SEBI Order"), read together with the Order of the Securities Appellate Tribunal ("SAT") dated July 26, 2023 in the matter of Appeal No. 144 of 2021 ("SAT Order"), the Equity Shares of the Company were listed on the Metropolitan Stock Exchange of India Limited ("MSEI") with effect from January 19, 2024.

Subsequent to the above compliance, the Company undertook a detailed review of the eligibility criteria prescribed by the listing departments of BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") with a view to facilitating listing on the Main Board. The members have been apprised of the same at the respective Annual General Meetings held thereafter.

Upon meeting the eligibility requirements for direct listing on the Main Board of BSE effective March 2026, the Board of Directors approved the listing of the Companys equity shares on the Main Board of BSE Limited, a nationwide stock exchange offering a deep and liquid market with diversified trading opportunities.

The said platform is expected to facilitate efficient price discovery for the Companys equity shares, enhance shareholder value, strengthen the Companys corporate governance framework, and improve its visibility and credibility in the capital markets, thereby yielding long-term strategic benefits for the Company and its stakeholders.

Consequently, pursuant to the approval of the Board of Directors at its meeting held on March 31, 2026, the Company filed a direct listing application for the listing of its 1,20,96,000 equity shares of face value f10 each on the Main Board of BSE Limited.

The Equity Shares of Schneider Electric President Systems Limited ("SEPSL" or "the Company") have been listed and admitted to dealings on the Main Board of BSE Limited with effect from June 12, 2026 in terms of BSE Notice No. 20260611 dated June 11, 2026, and the approval letter bearing reference no. LO/DL/PJ/TP/95/2026-27 dated June 11, 2026 issued by BSE Limited. Key Details of the Listing are given below:

Pursuant to the price discovery mechanism on the Exchange, the discovered price was determined at f808.48 per equity share on June 16, 2026.

The listing of SEPSL on BSE marks a defining milestone in the Companys journey and reflects years of dedication, perseverance, and a steadfast commitment to governance, transparency, and sustainable growth. This achievement has been made possible through the collective efforts and support of numerous stakeholders.

The Company extends its sincere gratitude the management of Schneider Electric for their strategic vision and leadership in driving the listing initiative, Board of Directors for their invaluable guidance and unwavering support throughout this journey, BSE, external advisors and professional partners whose expertise and counsel were instrumental in the successful completion of the listing process.

The Company further acknowledges the valuable support of the promoters, employees, shareholders, customers, business partners, and all stakeholders for their trust and commitment. This milestone is a testament to the collective efforts of everyone involved and serves as a strong foundation for the Companys continued growth and value creation.

As the Company embark its journey on BSE, it remains committed to upholding the highest standards of integrity, innovation, and excellence in delivering long-term value to all the stakeholders.

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/ companv-policv-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.

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, 2025, to incorporate regulatory updates and best practices.

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

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.

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.

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.

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.

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

During the financial year 2025-26, no significant and material orders were passed by the Regulators or Courts or Tribunals

impacting the going concern status and the Companys operations.

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.

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.

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.

During the year under review, there is no Statement or explanation of deviation(s) or variation(s) on shares of the Company.

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

* The Equity Shares of the Company are listed on BSE Limited with effect from June 12, 2026 post closure of FY 2025-26.

During the year, the Board of Directors, based on the recommendation of the Audit and Risk Management Committee, approved the sale/disposal of the immovable property situated at Plot No. 73/74, S-Block, Bhosari MIDC, Pimpri Chinchwad - 411026, Maharashtra, which had been classified as ‘Asset Held for Sale.

The said plant has remained closed and non-operational since February 2020 and was not contributing economically to the Company. The proceeds from the proposed sale are intended to be utilised for the Companys growth initiatives.

The transaction is currently in process, and upon completion, the same will be duly reflected in the financial statements of the Company.

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.

*Note: The Directors Report of the Company was originally approved by the Board of Directors at its meeting held on May 27, 2026, and was subsequently revised pursuant to the approval of the Board at its meeting held on August 12, 2026. The specific revisions made to the Report have been appropriately highlighted for ease of reference.