Schneider Electric President Systems Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the 40^th Annual Report on business and operations of the Schneider Electric President

Systems Limited ("Company") together with Audited Financial Statements for the financial year ended March 31, 2024 ("FY 2024").

Financial Results (Rs. in Millions)

Particulars	March 31, 2024	March 31, 2023
Total Revenue	3,929.72	3,336.36
Total Expenses	3,562.36	3,146.70
EBITDA	512.93	316.01
Less: Finance Cost (Interest)	13.31	14.88
Less: Depreciation & Amortization expenses	94.17	70.75
Profit / (Loss) before Tax	405.45	230.38
Less: Provision for Tax	123.14	50.62
Less: Deferred Tax	(17.35)	12.87
Profit After Tax	299.66	166.89

Companys Financial Performance and State of Affairs

The operating revenue of the Company was at Rs. 3,929.72 MIN for the financial year ended on March 31, 2024, compared to Rs. 3,336.36 MIN in the financial year 2022-23, resulting to strong 17.8% annual growth. Revenue is on horizon of ~4,000

MIN club.

The profit after tax for the financial year 2023-24 stood at Rs. 299.66 MIN compared to Rs. 166.89 MIN reported in the previous year. The profit before tax has grown to Rs. 405.45

MIN and crossed the milestone of +10%, as percentage of revenue from operations. Consistent good cash position from last two (2) years i.e., for fiscal years 2023-24 and 2022-23 stood at Rs. 402.92 MIN and Rs. 481.78 MIN respectively as compared to Rs. 14.06 MIN reported in the fiscal year 2021-22.

To Pursue companys long-term mission & vision, the expansion plan is underway to move the needle to the next level. The increased ROCE for FY 2023-24 stood at 22.57 times as compared to 14.59 times reported in the previous year.

There is no change in nature of business of the Company during the year under review.

The update on quarterly and annual performance is shared with the members at appropriate times through publication of results in newspaper, dissemination on the websites of Metropolitan Stock Exchange of India Limited (MSEI) and the Company.

Material Changes and Events During the Year and upto the Date of this Report

During the year, the Company with an intent to end the dispute referred under as "Status update on litigation – SEBI/SAT" and in the interest of the Company and its shareholders, withdrew an appeal pending before SEBI/SAT on July 26, 2023, and complied with the SEBI Order dated January 19, 2021, to be read with SAT Order dated July 26, 2023, within 6 months from the date of the SAT Order as stated herein: (i) Securities And Exchange Board of India ("SEBI") Order bearing reference no WTM/GM/MIRSD/62/2020-21 dated January 19, 2021 ("SEBI Order"); and

(ii) Securities Appellant Tribunal ("SAT") Order dated July 26, 2023, in the matter of Appeal No. 144 of 2021("SAT Order") Accordingly, the Company chose to (i) List the equity shares of the Company on a stock exchange having nationwide terminals;

In terms of the SEBI Order, the Company was also required to: (ii) Facilitate an opportunity to [344 public shareholders (being 5.49% of the total share capital of the Company) who have tendered their shares in the exit offer for buying back their shares tendered in such offer at the exit price (INR 200.40), if they choose to; and

(iii) Inform the shareholders of the Company and also National Stock Exchange of India Limited (NSE), regarding the option availed, within a period of one month from the date of the SEBI Order.

The Company had informed its decision to list its equity shares in at least one of the stock exchanges having nationwide terminals namely the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange (BSE) and the Metropolitan Stock Exchange of India Limited (MSEI) in accordance with the eligibility criteria prescribed by respective stock exchanges to the shareholders and NSE vide its intimation through electronic channel (email) on August 21, 2023 and intimation to Shareholders who have not registered their email address with RTA was sent through physical letters (by way of registered post) on August 22, 2023.

The Board of Directors took note of the intent of the Company to end the dispute with Securities and Exchange Board of India ("SEBI") and to comply with the SEBI Order read with SAT Order as stated above in their meeting held on September 18, 2023. The Promoter had given their consent on September

20, 2023, to offer 331939 Equity Shares (Represents 5.49% of the Equity Shareholding of the Schneider Electric President Systems Limited) held by Schneider Electric South East Asia (HQ) Pte. Ltd. (Promoter/Company/SESEA) in the Schneider Electric President Systems Limited ("SEPSL") pursuant to SEBI/SAT Order.

The compliance in terms of Orders, was completed as per below timelines:

Action Items	Timelines and Status
Dispatch of Letter of Offer to Re-acquire Shares (by way of e-mail and physical letters) to 344 Exit	November 16, 2023
Shareholders (i.e., such shareholders who had tendered its equity shares to the South East Asia HQ Pte. Ltd. under the exit offer) offering them to re-acquire their equity shares which were tendered during
Exit Offer between 2017-2018 to Schneider Electric South East Asia HQ Pte Ltd ("SESEA")
Offer Period Window (minimum 7 working days):
Open of Offer	November 21, 2023
Closing of Offer	November 29, 2023
Provided additional 7 days window to Exit Shareholder who recorded their consent within offer period	December 07, 2023
window and who could not remit funds due to technical issues
Settlement by Transfer of Equity Shares by SESEA on receipt of payment with valid and complete	December 18, 2023
documentation from the Exit Shareholders who applied for the same on or before.
Filing of listing application with MSEI	December 18, 2023

The Equity Shares of the Company got listed on Stock Exchange i.e., Metropolitan Stock Exchange of India Limited (MSEI) effective from January 19, 2024.

The Company had intimated NSE, SEBI and its Shareholders on completion of compliance with SEBI Order and compliance with listing of the Equity share of the Company on Metropolitan Stock Exchange of India Limited.

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

Dividend

Keeping in view the Companys fund requirement for boosting growth / increase in capacity and expansion plan, your directors have not recommended any dividend for the year ended March 31, 2024. Your Company has formulated Dividend Distribution Policy in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and any amendments thereto, for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The policy can be accessed on the website of the Company under 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.

Public Deposits

During the financial year 2023-24, the Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of interest on deposits from Public was outstanding 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 the prescribed format (MGT-7) for the financial year ended March 31, 2024 in term s 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 at https://www.schneiderelectricpresident.com/ investors/annual-returns.html

Board Of Directors

Your Company is managed and controlled by a Board comprising an optimum blend of Executive, Non-Executive, and Independent Directors. The Chairperson of the Board is a Non-Executive Independent Director. At the year ended March 31, 2024, the Board has (06) directors comprising of Three (03) Non-Executive Directors including one (01) Women Director; two (02) Independent Directors; and one (01) Executive Director. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

Change In Directorship

During the financial year 2023-24, there were following changes in the composition of the Board of Directors of the Company:

Appointment(s)/Re-appointment(s): The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee (NRC) approved:

? Re-appointment of Mr. Ranjan Pant (DIN:00005410), as an Independent Director, forthesecondtermoffive(5) years effective from December 17, 2023, in their meeting held on June 20, 2023. Mr. Pant was also re-appointed as the Chairman of the Company effective from December

17, 2023. The re-appointment was approved by the shareholders at 39th Annual General Meeting (AGM) held on September 21, 2023.

? Re-appointment of Mr. RR Nair (DIN:00202551), as an

Independent Director, for the second term of five (5) years effective from November 20, 2023, in their meeting held on June 20, 2023.The re-appointment was approved by the shareholders at 39th Annual General Meeting (AGM) held on September 21, 2023.

? Appointment of Mr. Subhrendu Sarkar (DIN:09813992) as Whole-Time Director and Chief Financial Officer of the Company in their meeting held on December

06, 2023, with effect from even date. The appointment was approved by Shareholders through Postal Ballot conducted electronically and resolution(s) was deemed to be passed on dated April 17, 2024.

? Appointment of Mr. Prabhu Praveen Das (DIN:10547092) as an Additional Director (Non-Executive) of the Company in its meeting held on March 13, 2024. The appointment was approved by the shareholders through Postal Ballot conducted electronically and resolution(s) was deemed to be passed on dated April 17, 2024.

Director Retiring By Rotation

? In accordance with the provisions of the Act and Articles of Association of the Company, Ms Chitra Sukumar (DIN:09814015) Non- Executive Director, is retiring by rotation and being eligible, has offered herself for reappointment. The Board, on the recommendation of NRC, recommends her re-appointment to the Members of the Company for their approval at ensuing Annual General Meeting.

In terms of the provisions of the Act and the Listing Regulations,

NRC has identified list of core skills, expertise and competencies required for a person to possess in order to be selected as a Board member. The NRC also focuses on the qualification and competence of the person, professional experience, the positive attributes, standards of integrity, ethical behaviour, and independent judgement of the person in selecting a new Board member.

Brief profile of Ms. Chitra Sukumar, along with the details required pursuant to the provisions of the Act read with the Secretarial Standard-2 on the General Meetings issued by the Institute of Company Secretaries of India and SEBI (LODR) Regulations are given in the Notice of AGM. Attention of the members is invited to the relevant items in the Notice of AGM.

The profile of Board of Directors can be accessed at

Companies website at https://www.schneiderelectricpresident. com/corporate/leadership.html.

None of the Directors of your Company are disqualified for being appointed/re-appointed as the Directors in terms of Section 164(2)(a) and (b) of the Act as per the disclosures received form the Directors.

Cessations: During the financial year 2023-24, the following directors resigned from the Board of the Company: ? Mr. Arnab Roy (DIN:02522674) resigned from the position of Non-Executive Director of the Company from close of business hours on October 13, 2023, to explore opportunities outside Schneider Group and consequently, he ceased to be the member of respective committees from even date i.e., October 13, 2023.

? Mr. Shivaprasad Srinivas (DIN:09530278), resigned from the position of Whole-Time Director, with effect from March 13, 2024, due to change in role within the Schneider Group.

The Board places on record its appreciation for the valuable services provided by Mr. Arnab Roy and Mr. Shivaprasad Srinivas during their respective tenures.

Change in Board of Directors and Key Managerial Personnel(S) (KMPs) Post Closure of Financial Year March 31, 2024, Till Date of this Report

? Mr. Anuj Kudesia (DIN:10629156), appointed as

Managing Director and Key Managerial Personnel by the Board of Directors the Company in their meeting held on May 27, 2024, with effect from even date. The appointment was approved by Shareholders through

Postal Ballot conducted electronically and resolution(s) was deemed to be passed on July 04, 2024.

? Mr. Sachin Bhalla (DIN:07325708), resigned from the position of Non-Executive Director of the Company effective from May 27, 2024, due to reconstitution of

Board and change in role within Schneider Group. The Board places on record its appreciation for Mr. Bhalla for his invaluable services during his association with the Company. Post closure of March 31, 2024, and as on date of this report, the Board has (06) directors comprising of Two (02) Non-

Executive Directors including one (01) Women Director; Two (02) Independent Directors; and Two (02) Executive Directors.

Key Managerial Personnel(S) (KMPs)

During the financialyear 2023-24, following changes witnessed in Key Managerial Personnel of the Company: ? Mr. Subhrendu Sarkar (DIN:09813992) was appointed as

Whole-Time Director and Chief Financial Officer of the Company with effect from December 06, 2023.

? Mr. Shivaprasad Srinivas, resigned as Whole-Time

Director of the Company effective from March 13, . 2024

The Board places on record its appreciation for the services provided by Mr. Srinivas during his association with the Company.

The following Directors/Executives are KMPs of the Company as at the date of this report:

(i) Mr. Anuj Kudesia, Managing Director

(ii) Mr. Subhrendu Sarkar, Whole-Time Director and Chief

Financial Officer

(iii) Ms. Sapna Bhatia, Company Secretary and Compliance

Officer

A comprehensive update on the changes in the Directorate of the Company along with directorships held in other companies, their skills and expertise have been explicated in the Report on Corporate Governance forming part of this Annual Report.

Criteria of Independence and Declaration from Independent Directors

The NRC and the Board assess the independence of Directors at the time of appointment / re-appointment pursuant to the criteria laid down by the Company in line with the requirements of the Acts. Determination of independence is being reassessed on yearly basis and as and when any new interests or relationships are disclosed by the Director.

The Company has received declarations from all the

Independent Directors of the Company confirming that:

(i) they meet the criteria of Independence as laid out under

Companies Act, 2013 and SEBI (LODR) Regulations 2015;

(ii) they have registered their names in the Independent

Directors Database;

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

Annual Performance Evaluation

In terms of the provisions of Section 178 of the Companies Act, 2013, the Listing Regulations and the Guidance Note on Board Evaluation issued by Securities & Exchange Board of India (SEBI), read with relevant rules made there and under and the directives issued by the Nomination and Remuneration Committee (NRC), the Company had carried out the Board

Evaluation exercise for the financial year 2023-24.

The outcome of the Board Evaluation was discussed by the NRC and the Board at their respective meetings held on May 27, 2024

A detailed update on the Board Evaluation process and outcome is provided in the Corporate Governance Report, forming part of this Annual Report.

The Board evaluation was conducted through a questionnaire for the Board, Chairman, Committees, and individual Director based on criteria laid down for the Board and NRC pursuant to the provisions of the Act such as composition, role of the Board, Board communication, relationships, functioning of Board Committees, succession planning, strategic planning, etc. Evaluation of Committees was based on criteria such as frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees etc.

The Board of Directors has evaluated the performance of Independent Directors during the year 2023-24 and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors are satisfactory.

Board Meetings

The Board of Directors of the Company met five(5) times during the financial year 2023-24. For further details, please refer to

Report on Corporate Governance, which forms a part of this

Annual Report. The gap intervening between two consecutive Board meetings was within the permissible limits as required under Companies Act 2013 and the Listing Regulations.

Remuneration Policy and Criteria for Appointment of Directors

In terms of sub-section (3) of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualification, positive attributes, and independence of a director. The Board has 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 on December 06, 2023, in terms of SEBI(LODR) regulations and became effective from the date of listing of the Equity Shares of the Company on Metropolitan Stock Exchange of India Limited i.e., January 19, 2024.

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.

Your Company follows a compensation categorized into fixed pay, benefits, and performance-based variable pay, which is paid based on the business performance and goals of the Company.

The Policy may be accessed from the Companys website at https:// www.schneiderelectricpresident.com/investors/policies.html

We affirm that the remuneration paid to the directors, key managerial personnel and senior management is in accordance with the said remuneration policy.

Committees of the Board

The Board supervises the execution of its responsibilities by the Committees and accordingly, has constituted sub-committees to focus on specific areas. The Committees of the Board play a crucial role in our governance structure ensuring that the right level of attention and consideration are given to specific matters. The Committees make informed decisions in line with the delegated authority.

The Board has following statutory Committees functioning in accordance with their respective roles and defined scope:

i. Audit and Risk Management Committee*

ii. Nomination and Remuneration Committee

iii. Environmental, Social and Governance & Corporate Social Responsibility Committee iv. Stakeholders Relationship Committee

*Nomenclature of Audit Committee changed to Audit and Risk Management Committee with effect from December 06, 2023.

In addition, the Board has constituted Finance Committee inter-alia to take care of the day-to-day finance and banking operations of the Company.

Information related to composition, terms of reference and number of meetings held for each committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

Risk Management

The Company has set up a robust risk management framework across the organization which facilitates identification, assessment, communication, and management of risk in essential components of Committee effective manner.Allfive 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.

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 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.

The Audit and Risk Management Committee has approved and adopted Risk Management Policy on December 06, 2023. The same is available on the website of the Company at https:// www.schneiderelectricpresident.com/investors/policies.html

Internal Audit and Internal Financial Control

The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. In compliance to 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, processes, and reliability of financial reporting

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, reviewed, and updated annually. Respective process owners also perform control self-assessments annually for the defined key internal controls. Operating effectiveness of such framework is evaluated on annual basis and results are presented to Board/ Audit and Risk Management Committee.

The Audit and Risk Management Committee does a regular review of the internal audit reports submitted by the Internal Auditor an action plan for remedial actions is put in place. The Audit and Risk Management 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.

Basis the internal audit observations, the Company confirms that the internal financial controls were adequate and operating effectively.

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 2023-24.

As part of its initiatives under CSR for the financial year under review, the Company has undertaken projects in the areas of Environment Conservation by Tree Plantation under the Environment domain and aims to create a carbon sink base by sequestration of carbon dioxide through plantation of 77833 trees.

Further, Schneider Electric (SE) Group ("Group") was actively involved in CSR activities during the previous years and has been positively impacting lives, through Skill development, education, clean energy for sustainable livelihood, and electrification and disaster response etc. The Group also aligned its programs to contribute to UN set Sustainable Development Goals 2030 ("SDG").

SE believe that Access to Energy is the basic human right and is the backbone of sustainable development. The Group initiatives are diversified and traverse across skilling the youth of the country in the electrical and solar domains, providing access

In the pursuit of Companys commitment to environmental stewardship and sustainability, the annual tree plantation initiative stood as a testament to the Companys dedication in creating a positive impact on the planet. This endeavour not only symbolizes the corporate responsibility but also embodies collective efforts to mitigate climate change and contribute to a greener future. Throughout the year, CSR teams have come together to plant more than 70,000 saplings in various locations, including native species of mangrove Plantation at Sunderbans, West Bengal.

This concerted efforts towards plantation of more than 70,000 trees which includes Mangrove Plantation in Sunderbans and Urban Plantation, executed in collaboration with CRPF Camps at Chennai and Pune has not only enriched the local biodiversity but also contributed to the reduction of carbon footprint. The Mangrove Plantations and Urban Forestation have been more crucial for several reasons.

Mangrove Plantation: water i. Ecosystem Preservation: Mangroves act as vital ecosystems, providing habitats for diverse marine life, including fish, crustaceans, and birds. They also serve to energy to Indian hinterland, educating young minds to become ambassadors of energy and environment conservation, restoring energy infrastructure during an emergency.

To carry out these social initiatives, Schneider Electric India Foundation (SEIF) was established in 2008 with a vision to empower the lives of people from a disadvantaged background. The Group has collaborated with NGO Partners to successfully undertake flagship projects and create remarkable results in making a difference to the society. SEIF aims to empower lives for inclusive growth through

Companys focused and diversified initiatives.

The Group wants everyone on our planet to have access to reliable, safe, and sustainable energy. With this overarching vision, the Group is running several programs that are aligned to realize this vision by empowering the people from financially disadvantaged backgrounds, both in the rural and urban, for inclusive growth through access to skills and access to electrical energy.

as breeding grounds for many species, contributing to biodiversity at large. ii. Carbon Sequestration: Mangroves are highly efficient at sequestering carbon dioxide from the atmosphere. Their dense root systems trap and store carbon, playing a significant role in mitigating climate change. iii. Natural Calamity Management: Mangroves help manage natural calamities such as tsunamis and hurricanes by reducing the intensity of waves and storm surges, thus protecting coastal communities and infrastructure from the devastating impact of such events.

Urban Forestation:

Under the Urban Forestation at CRPF Camps in Pune and Chennai, a total of 27833 trees were planted. Barran lands were identified inside the campus locations and plantations were completed to address ecological problems, improve soil health, reverse land degradation, halt desertification, and provide clean water through an intensified.

Additionally, it seeks to enhance the well-being of security forces personnel and their families while fostering biodiversity and environmental sustainability .

The Urban forestation has Environmental, Social and

Psychological and Biodiversity enhancement benefits, include: i. Improved air quality through the absorption of pollutants and carbon sequestration.

ii. Mitigating the heat island effect, reducing area temperatures by 2-3 degrees Celsius.

iii. Enhanced water infrastructure through rainfall absorption and conservation by plant root systems.

iv. Reduction of erosion and sedimentation in the plantation zone by intercepting rainfall and surface runoff.

v. Established parks and streets with trees encourage the use of open spaces and healthy, connected communities.

vi. Increased wildlife habitat, including nesting areas for birds and shelter for small rodents and mammals.

vii. Boosted bee activity and other small insect populations. Under Mangrove Plantation, the Company has engaged with the local communities through Self Help Groups (SHG) who adopted the responsibility of planting the saplings with the intention of fostering a sentimental attachment to the trees, ensuring they were cared for post-planting rather than being left to fate. This commitment aimed to guarantee the survival rate and success of the plantation program. Post completion of 5-6 years, the mature mangrove ecosystem acts as a source of non-timber forest produce such as honey, wax, tannin and several fruits. These can be harvested to improve the livelihood status of the SHG members.

The benefit of this initiative extends beyond environmental conservation. It has provided an opportunity to the employees to actively engage in meaningful environmental action, fostering a sense of pride and unity within the Organization.

In addition to above, it has allowed the Company to forge valuable partnerships with local communities and environmental organizations, which has amplified the impact of the Company.

The Company takes immense pride in the spirit of volunteerism that runs deep within organization. The employees embody the value of compassion, community, and service, and continuously demonstrating their commitment to make a positive impact beyond the workplace.

The employees have been actively participating in a wide array of volunteering activities, ranging from environmental conservation efforts and community outreach programs to educational initiatives and disaster relief projects. Their unwavering enthusiasm and selflessness have not only touched the lives of those they serve but have also inspired others within and outside our organization. Employees from various locations actively participated in tree plantation both at CRPF Camps and Mangrove Plantations..

As we reflect on the past year, the successful tree plantation initiative stands as a testament to our unwavering dedication to sustainable practices and environmental consciousness and remain resolute in commitment to preserving the planet for future generations.

Together, the Company shall continue to its efforts in collaboration with employees to sow the seeds of a sustainable future, one tree at a time.

In terms of the provisions of Section 135 of the Act and the rules framed thereunder, the CSR Committee constituted by the Board, had the following Directors as members, as of March 31, 2024: i. Mr. RR Nair, Non-Executive Independent Director¹ ii. Mr. Sachin Bhalla, Non-Executive Director iii. Ms. Chitra Sukumar, Non-Executive Director

Further, in order to reflect the element of sustainability/ESG principles within the scope of CSR, the Board of Directors have approved changing the nomenclature of CSR Committee to Environmental, Social and Governance & Corporate Social Responsibility Committee ("ESG & CSR Committee") vide resolution passed by circular on May 10, 2024 and the Board further adopted ESG principles via its Charter ("ESG Charter") in the Board meeting held on May 27, 2024 on recommendation of ESG & CSR Committee.

The statutory disclosures with respect to the ESG & CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure I.

1Mr. RR Nair, Non-Executive Independent Director, appointed as Chairperson of the ESG & CSR Committee with effect from May 27, 2024, post closure of financial year March 31, 2024

The CSR Policy and ESG Principles adopted by the Company as ESG Charter are available on the website of the Company and can be accessed from 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 in the 37^th Annual General

Meeting held on September 20, 2021, foraperiodoffive(05) under Section 141 of consecutive years, until the conclusion of the 42^nd AGM of the Company.

The Report given by the Auditors on the Financial Statements of the Company for financial year 2023-24 forms part of this annual report. There has been no qualification, reservation, adverse remarks, or disclaimer given by the Auditors in their report. Further, the Auditors Report being self-explanatory does not call for any further comments from the Board of Directors.

During the financial year 2023-24, no instances of fraud has 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.

The Statutory Auditors were also present virtually at the last 39^th AGM of the Company.

Cost Auditors & Cost Audit Report

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

2023-24.

In terms of provision of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has maintained records in respect of the applicable products as specified by the Central Government, for the financial year ended March 31, 2024 and the Cost Audit Report for the financial year 2023-24 will be adopted as per applicable rules of the Act

The Board, on the recommendation of the Audit and Risk Management Committee, appointed M/s. Rao, Murthy &

Associates, asfinancialyear 2024-25. A Cost Auditors for resolution seeking ratification of the remuneration payable to the Cost Auditors for financial year 2024- 25 forms part of the notice of the 40^th AGM.

The Cost Audit Report for the financial year ended March 31,

2023, was adopted, and approved by the Audit Committee and Board of Directors in their meeting held on September 18,

2023. There has been no qualification, reservation, adverse remarks, or disclaimer given by the Auditors in their report.

has been ACertificate received to the effect that their appointment as Cost Auditors of the Company, would be in accordance with the limits as specifiedthe Act and Rules made thereunder.

Secretarial Auditors

M/s. Chandrasekaran Associates, Practicing Company Secretaries, New Delhi (ICSI Firm Registration No. PI988DE002500) were appointed as the Secretarial Auditors, to conduct the Secretarial Audit of the Company for the financial year 2023-24 as required under Section 204 of the

Act and rules made thereunder. The Secretarial Audit Report highlights two statement of facts which are self-explanatory and does not call for any further comments from Directors. For more information, please refer Corporate Governance Report.

The Secretarial Audit Report for financial year 2023-24 forms part of this report as Annexure II.

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

Internal Auditor

The Board on the recommendation of Audit and Risk Management Committee (formerly known as Audit Committee), appointed Mr. Vinay Kumar Awasthi as Internal Auditor of the

Company for the financial year 2023-24 to conduct the Internal

Audit on the basis of detailed Internal Audit Plan, approved by the Committee.

Subsidiary/ Joint Venture/ Associate Companies

As on March 31, 2024, the Company does not have Subsidiary/ Joint Venture/ Associate Company.

Share Capital

As on March 31, 2024, the Authorized Share Capital of the

Company was INR 12,00,00,000/- (Indian Rupees Twelve Crores Only) divided into 1,20,00,000 Equity Shares of INR 10/- (Indian Rupee Ten Only) each.

Issued, Subscribed and Paid-Up Equity Share Capital of the Company stands at INR 6,04,80,000/- (Indian Rupees Six Crore Four Lakh Eighty Thousand Only) divided into 60,48,000 Equity Shares of INR 10/- (Indian Rupee Ten Only) each.

During the financial year 2023-24, there has been no change in the Share Capital structure i.e., Equity Share Capital of the Company.

As on March 31, 2024, Schneider Electric South East Asia (HQ) Pte Ltd. (the "Promoters") of the Company held 74.29% of the total share capital of the Company and remaining shares i.e., 25.71% were held by "Public Shareholders".

Buy Back of Securities/ Sweat Equity/ Bonus Shares

The Company has neither bought back any of its securities nor issued any sweat equity or bonus shares during the financial year 2023-24.

Status Update on Litigation – SEBI/SAT

The equity shares of the Company were listed on the Bengaluru Stock Exchange and Pune Stock Exchange (Regional Stock Exchanges) and permitted to be traded on the BSE Limited (BSE). Consequent to de-recognition of the Regional Stock Exchanges by Securities and Exchange Board of India (SEBI), the BSE had suspended the trading of the equity shares of the

Company effective from May 22, 2015.

As per the circular issued by SEBI for the exclusively listed companies of de-recognized stock exchanges, placed in the

Dissemination Board, Schneider Electric South East Asia (HQ)

Pte Ltd. ("the Promoter") had provided an exit offer on February 14, 2017 to the public shareholders of the Company at an offer price of INR 200.40 per share. The offer price was as per the valuation carried out by an independent valuer empaneled with the National Stock Exchange of India (NSE) as per the circular issued by SEBI.

The public shareholders had an option to tender their shares to the Promoter until March 11, 2018, at the said price. In the exit offer provided to the public shareholders of the Company, 344 shareholders have tendered 331,939 equity shares i.e. (5.49% of the total share capital of the Company) to the Promoter of the Company.

In respect of the exit offer given, an appeal was filed by certain public shareholders ("Appellants") of the Company before the Securities Appellate Tribunal ("SAT") contending that SEBI has failed to consider the issues raised by the Appellants in their SCORES complaint and the SEBI Circulars regarding exit of Regional Stock Exchanges and Exclusively Listed Companies (ELCs) and further contending that the fair value price calculated as per the valuation report was incorrect. SAT after considering the submissions made by the parties, disposed of the Appeal vide its order dated November 26, 2019 ("Order") and directed SEBI to consider the issues raised by the Appellants and pass a reasoned order within three (3) months from the date of Order. In furtherance to this, on February 07,

2020, SEBI filed a Review Application before SAT seeking review of its Order, which was dismissed by SAT on February 21, 2020, and passed an order remanding the matter to SEBI, to reconsider the complaint and pass a reasonable order. SEBI aggrieved by the SAT Order, approached the Honble Supreme Court in Civil Appeal. Honble Supreme Court by its order dated October 15, 2020, dismissed SEBIs appeal with a direction to SEBI, to decide the matter ‘without being influenced by any observations made by SAT before.

SEBI Order:

SEBI passed an Order dated January 19, 2021, ("SEBI Order") disposing of the complaints and, inter alia, directed the Company to either: i. list the equity shares of the Company on a nationwide stock exchange; or ii. delist the Company in terms of the Delisting Regulations within a period of six (6) months from SEBI Order. SEBI further directed that Company shall provide an opportunity to the shareholders who have tendered their shares in the exit offer (which closed on March 10, 2017) to buy back the shares at the exit price of INR 200.40/- per share.

The Company on advice of its law firm, the Authorities, had filed a Writ Petition with Honble Bombay

High Court against the SEBI order dated January 19, 2021. The Honble High Court by its order dated February 15, 2021, has directed the Company to approach the SAT in an Appeal, to review of the Order passed by the SEBI with an observation that the SAT shall not be influenced with its earlier order and dismissed the Writ petition.

The Company filed an appeal before the SAT in Appeal (L) No.

128 of 2021.

Status:

The Company with an intent to end the dispute and in the interest of the Company and its shareholders, withdrew an Appeal pending before SEBI/SAT on July 26, 2023, and complied with the SEBI Order dated January 19, 2021, to be read with SAT Order dated July 26, 2023, within 6 months from the date of the SAT Order as stated herein: i. Securities And Exchange Board of India ("SEBI") Order bearing reference no WTM/GM/MIRSD/62/2020-21 dated January 19, 2021 ("SEBI Order"); and ii. (Securities Appellant Tribunal ("SAT") Order dated July 26, 2023, in the matter of Appeal No. 144 of 2021("SAT Order") The Equity Shares of the Company got listed on Stock Exchange i.e., Metropolitan Stock Exchange of India Limited effective from January 19, 2024.

The Company had intimated NSE, SEBI and Shareholders on completion of compliance with SEBI Order and the Equity share of the Company got listed on Metropolitan Stock Exchange of India Limited.

For more information on compliance with SEBI/SAT Orders, please refer Material Changes and Events.

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, 2024, 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 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. 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; and

Secretarial Standards

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

Particulars of Loans, Guarantees, Securities, and Investments

During the year ended as on March 31, 2024, the Company has neither extended any loan, or guarantees or provided any security on guarantees nor made any investments in terms of the provision of Section 186 of the Act.

Detail Information are given in the Schedule and Notes to the Financial Statements.

Related Party Transactions

All transactions entered with the Related Parties during the financial year 2023-24 were on arms length basis and in ordinary course of business in terms of the Companies Act 2013. Post listing of equity shares of the Company on the Stock

Exchange with effect from January 19, 2024, the Company has complied Listing Regulations as applicable.

During the financial year 2023-24, the Company has entered into arrangement/transaction with related parties which could be considered material in accordance with the Companys policy on Related Party Transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Details are annexed as Annexure III. All related party transactions were entered into with related parties were placed before the Audit and Risk Management Committee for an approval on quarterly basis and post listing, the related party transactions were only approved by the Independent Directors of the Company, specifying the nature, value and terms and conditions of the same, executed during the quarter along with the approval granted, for its review from time to time.

The Company has formulated a policycare for on the Related Party Transaction pursuant to provisions of the Act, and rules made thereunder and Listing Regulations and is available on the website of the Company at https://www. schneiderelectricpresident.com/investors/policies.html

Particulars of Employees and Remuneration

The statement of disclosure pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), forms part of this Report and annexed as Annexure IV.

In terms of provision of Section 136 of the Act and Rule 5(2) of the Rules, the Report is being sent to the Members of the Company excluding the statement of particulars of employees as prescribed. The said information is available for inspection at the registered office of the Company up to 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 will be furnished upon such request.

As on March 31, 2024, the Company had 201 employees on roll (permanent employees) and none of the employees drawing a remuneration as per provisions of section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules). Accordingly, the disclosure in terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

Prevention of Sexual Harassment At Workplace

Your Company is committed to creating a safe and healthy work environment with zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition, and redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

The 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

The Company has in place a robust vigil mechanism for reporting genuine concerns related to unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct (Trust Charter) and other improper practice or wrongful conduct by employees or directors of the Company through its Whistle Blower Policy. As per the policy adopted, all complaints are reported to the Group Compliance Officer, who is independent of operating management. In line with the global practices, dedicated email IDs, a centralized database, a whistle-blower hotline, with multiple language options and a web-based portal have been created to facilitate receipt of complaints. All employees and stakeholders can register their integrity related concerns either by calling the toll-free number or by writing on the web-based portal.

Your Company investigates such complaints speedily, confidentially and in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained. After the investigation, established cases are brought to the Schneider Electric Group Ethics Committee for decision-making. All whistle-blower cases are periodically presented and reported to the Companys Audit and Risk Management Committee. The details of this process are also provided in the Report on Corporate Governance forming part of this Annual Report and the Whistle Blower Policy is available on Companys website at https://www. schneiderelectricpresident.com/investors/policies.html

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

During the financial year 2023-24, the Company has not received complaints relating to unethical behaviour, actual or suspected fraud or violation of Companys Trust Charter (formerly known as Principles of Responsibility) from any employee, director, or any other person under the provisions of Section 177 of the Act read with the Rules made thereunder.

Code of Business Conduct and Ethics of the Company – Trust Charter

The Board of the Company has adopted a Code of Conduct and Ethics known as Trust Charter (formerly known as Principles of Responsibility) for the directors, senior executives, and employees of the Company. The objective is to conduct the

Companys business ethically and with responsibility, integrity, fairness, transparency, and honesty. It sets out a broad policy for ones conduct in dealing with the Company, fellow directors, and employees and with the environment in which the Company operates. The code is available on the Companys website at under Code of Conduct https://www.schneiderelectricpresident.com/ corporate/company-policy-charter.html

Code of Conduct for Prevention of Insider Trading

The Company has adopted the Code, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time on December 06, 2023, and became effective from the date of listing of equity shares of the Company on the Stock Exchange. i.e., January 19, 2024.

The objective of the Code of Conduct for Prevention of Insider

Trading ("Code") of the Company is to protect the interest of shareholders at large, prevent misuse of any unpublished price sensitive information and prevent any insider trading activity by dealing in shares of the Company by its Designated Persons. The Code has been circulated to all the designated persons from time to time and is also available on the website of the Company and can be accessed at https://www schneiderelectricpresident. com/investors/policies.html

Corporate Governance

The Company has been following corporate governance practices before listing of the Company at Stock Exchange i.e., January 19, 2024.

The Company considers Corporate Governance as an instrument to maximize value for all stakeholders, viz. investors, employees, shareholders, customers, suppliers, environment, and the community at large. Pursuant to provisions as stipulated under Regulation 34 of the Listing Regulations, a report on the Corporate Governance, setting out the governance structure, principal activities of Board and its Committees and the policies and practices that enable the Board to fulfil its responsibilities together with a regarding Certificate compliance of the conditions of Corporate Governance, is provided under separate section in this Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, a detailed report on the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report.

Business Responsibility and Sustainability Report

Your Company is committed to fulfilling its economic, environmental, and social responsibilities while conducting its business and has embedded in its core business philosophy, the vision of societal welfare and environmental protection. It is conscious of its impact on the society within which it operates and has systems to either eliminate or control the adverse impact of its operations. In compliance with Regulation 34(2) (f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) indicating the Companys performance against the principles of the ‘National Guidelines on Responsible Business Conduct, is attached as part of the Annual Report. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company. The Company has voluntary opted to comply with the norm as part of corporate governance.

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

No transfers of unpaid dividend and shares in IEPF were executed during the financial year ended March 31, 2024.

However, in adherence to the provisions of section 125 of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the shares on which dividends were not claimed and the unclaimed dividends for seven (7) consecutive years were transferred in favour of

IEPF Authority, during the financial years as stated below, in accordance with the provisions of the Act.

As on March 31, 2024, total 20,758 equity shares are lying with the IEPF Authority.

Financial Year	Shares Held	No. of Records	No. of Shares
FY 2008-09	NSDL	1	1
	CDSL	3	173
	Physical	38	11367
	Total	42	11541
FY 2009-10	NSDL	8	976
	CDSL	1	1
	Physical	26	8240
	Total	35	9217
Grand Total			20,758

Your Company duly followed the procedure for transfer of shares and dividends as laid under the Act, the Listing Regulations and IEPF Rules and had sent the notices to the respective shareholders who have not claimed their dividend during the respective periods.

Further, the Shareholder can claim unclaimed dividend amount and the shares transferred to IEPF Demat Account, both from IEPF Authority, by making an application in Form IEPF-5 online on the website http://www.iepf.gov.in and by complying with requisite procedure as defined.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo, as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure V to this Report.

Detail of Manufacturing Plants

The detail of the manufacturing factories/plants of the Company located in the State of Karnataka are as under:

Factory Unit-1	Plot No. 5C/1, KIADB Industrial Area, Attibele, Bengaluru - 562107, Karnataka
gFactory Unit-2	Plot No. 5C/1, Plot No 5-D, Survey No. 106 & 108, Ichhangur Village, KIADB Industrial Area KIADB Industrial Area, Attibele, Bengaluru - 562107, Karnataka

Significant and Material Orders Passed by the

Regulators or Courts or Tribunals

During the financial year 2023-24, there has been 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

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 differencebetween amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof: During the year under review, the Company has not entered into any one-time settlement with Banks or Financial Institutions, therefore, there was no reportable instance of difference in amount of the valuation.

Acknowledgement

Your Board takes this opportunity to express its deep and sincere appreciation and gratitude towards the shareholders, customers, business partners, vendors, bankers, and financial institutions for their continuous support to the Company, during the year. The Board also immensely thank all the Departments of Government of India, the various ministries of the state governments, the central and state electricity regulatory authorities, tax authorities, and local authorities in areas where we are operational in India, for the co-operation rendered during the year and look forward to their continued support in the future. In conclusion, we place on record our appreciation for the dedicated and consistent efforts made by the employees at all levels, to ensure that the Company continues to grow and excel in its field.