Directors Report of Schneider Electric President Systems Ltd.

The Directors are pleased to present the Forty Second (42^nd) Annual Report of Schneider Electric President Systems Limited
(“the Company”), together with the Audited Financial Statements for the Financial Year ended March 31, 2026 ("FY 2025-26" or
"FY 2026").

FINANCIAL HIGHLIGHTS

COMPANY’S FINANCIAL PERFORMANCE AND
STATE OF AFFAIRS

The Company reported revenue from operations of
approximately R3,842.25 Mn during FY 2025-26 as against
R4,569.86 Mn in previous FY 2024-25. While the overall
revenue was lower as compared to the previous year, the
Company''s profitability remained resilient, supported by
strategic business mix optimization, improved execution, and
a greater contribution from value-added solution businesses.
The Company achieved EBITDA of approximately R491.91 Mn
and Profit After Tax of approximately R377.29 Mn during the
year.

Revenue from operations stood at R3,842.25 Mn as against
R4,569.86 Mn in FY 2024-25, supported by sustained demand
across key business segments and improved market traction.
EBIT was reported at R441.45 Mn, compared to R 573.05 Mn in
the previous year, driven by operating leverage, improved cost
efficiencies and a favourable business mix.

Return on Capital Employed (ROCE) stood at 18.47%,
compared to 28.35% in the previous year, reflecting continued
focus on capital efficiency and profitability. The Company’s
disciplined approach to working capital management resulted
in a strong liquidity position, with cash balances at R1063.15
Mn, compared to R 742.91 Mn in FY 2024-25.

Overall, the performance underscores the Company’s
continued focus on profitable growth, operational excellence
and efficient capital allocation.

The quarterly and annual financial results/statements of the
Company are disseminated to the Members of the Company
from time to time through publication in newspapers and/or
by uploading the same on the website of Metropolitan Stock
Exchange of India Limited (“MSE”) and the website of the
Company, in accordance with the provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
and the Companies Act, 2013 (“the Act”).

For a detailed analysis of the financial and operational
performance of the Company for the financial year 2025-26,

Members are requested to refer to the Management Discussion
and Analysis Report forming part of this Annual Report.

DIVIDEND AND DISTRIBUTION POLICY

The Board of Directors is of the view that retaining earnings
will allow the Company to allocate resources towards planned
initiatives and support future business expansion. This strategy
is consistent with our commitment to long-term growth and
helps maintain the Company''s financial strength and stability
amidst competitive market conditions. Consequently, the
Board of Directors has not recommended dividend for the
financial year ended March 31, 2026.

Further, the Company has established a Dividend Distribution
Policy in line with Regulation 43A of the SEBI Listing
Regulations, which is reviewed and updated periodically.
This policy is designed to promote transparency in dividend
declarations and protect investor interests. You can find the
policy on the Company’s website within the Investors Section
athttps://www.schneiderelectricpresident.com/investors/
policies.html

RESERVES

The information regarding the Company’s reserves is disclosed
in the Equity Note of the financial statements, which forms an
integral part of this Annual Report.

SHARE CAPITAL

During the review period, the Company’s capital structure
changed due to the issuance of bonus shares. As a result,
the Authorised and Paid-Up Share Capital of the Company
increased as detailed below:

Authorized Share Capital

As of March 31, 2026, the Company’s Authorised Share Capital
stood at R12,50,00,000 (Rupees Twelve Crore Fifty Lakh only),
divided into 1,25,00,000 (One Crore Twenty-Five Lakh only)
Equity Shares of R10 (Rupees Ten only) each.

The Authorised Share Capital was increased from
R12,00,00,000/- (Ru pees Twelve Crore only) to R 12,50,00,000/-
(Rupees Twelve Crore Fifty Lakh only), comprising 1,25,00,000

(One Crore Twenty Five Lakh) Equity Shares of f10 (Rupees
Ten only) each, pursuant to the approval granted by the Board
of Directors at their meeting held on September 24, 2025,
and subsequent approval by the Shareholders on October
29, 2025, following the amendment to the Capital Clause of
the Memorandum of Association pursuant to Sections 13 and
61 the Companies Act, 2013. The revised Clause V of the
Memorandum of Association is as follows:

“V. The Authorized Share Capital of the Company shall be
f 12,50,00,000 (Rupees Twelve Crores Fifty Lakh only) divided
into 1,25,00,000 (One Crore Twenty Five Lakh) Equity Shares
of f 10/- (Rupee Ten only) each, with the rights, privileges and
conditions attached thereto as are required by the Regulations
of the Company for the time being with the power to increase
and reduce the capital of the Company and to divide the shares
in the capital for the time being into several classes and to
attach thereto respectively such preferential rights, privileges
or conditions as may be determined by or in accordance with
the Articles of Association of the Company and with a right to
vary, modify, amalgamate or abridge any such rights, privileges
or conditions in such manner as may be for the time being be
provided by the Articles of Association of the Company.”

Allotment of Equity Shares pursuant to the Bonus Issue

During the year on November 10, 2025, the Board of Directors
approved allotment of 60,48,000 (Sixty Lakh Forty-Eight
Thousand) equity shares of f10/- (Rupees Ten only) each
bearing distinctive numbers from 60,48,001 to 1,20,96,000
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, subsequent to the
approval granted by the Board of Directors 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 Crore 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.

For more information on Bonus Allotment, please refer section
Buy Back of Securities/ Sweat Equity/ Bonus Shares.

Issued, Subscribed, and Paid-up Share Capital

As on the date of this Report, the Company''s issued, subscribed,
and paid-up equity share capital stood at f12,09,60,000
(Rupees Twelve Crore Nine Lakh Sixty Thousand only),
divided into 1,20,96,000 (One Crore Twenty Lakh Ninety-Six
Thousand) equity shares of f10 (Rupees Ten only) each, fully
paid-up.

Consequent to the aforesaid allotment, the authorised, issued,
subscribed and paid-up equity share capital of the Company
stands increased as follows:

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business of the Company. The Company continues
to be engaged in the business of designing, manufacturing and
supplying standard and customised enclosure systems and
related solutions for IT and Telecom infrastructure, systems
management and operations.

Addition in Object Clause of the Memorandum of
Association

During the financial year 2025-26, pursuant to the approval
of the Members obtained at the 41^st Annual General Meeting
held on September 24, 2025, the Company altered Clause III
(Objects Clause) of its Memorandum of Association by inserting
the following additional sub clauses under Part A, in addition to
its existing objects:

3. To provide after-sales services, including maintenance,
repair, and servicing of products, equipment, and
machinery, whether manufactured or marketed by the
Company or by third parties.

4. To engage in customer support activities, including
warranty management and technical assistance services,
in connection with the products and solutions offered by
the Company or its affiliates/group Companies.

PUBLIC DEPOSITS

In the financial year 2025-26, the Company did not accept
or renew any public deposits pursuant to Section 73 of the
Companies Act, 2013, and the Companies (Acceptance of
Deposits) Rules, 2014. As a result, there were no outstanding
amounts related to interest on public deposits as of the Balance
Sheet date.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return
of the Company in e-Form MGT-7 for the financial year ending
March 31, 2026, prepared in accordance with Section 92(3)
of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, is available on the Company''s
website. The document may be accessed athttps://www.
schneiderelectricpresident.com/investors/annual-returns.
html

BOARD OF DIRECTORS

The Board of Directors comprises highly experienced individuals
who demonstrate strong integrity, leadership, and professional
competence. The Directors bring significant financial expertise
and strategic insight to the Board’s deliberations. They remain
deeply committed to the Company’s long-term success and
dedicate sufficient time and attention to Board meetings,
including thorough preparation and active participation in
discussions and decision-making.

The Compa ny is governed by a Boa rd constituted in accordance
with the requirements of Regulation 17 of SEBI Listing
Regulations ensuring an optimum combination of Executive
and Non Executive Directors, including Independent Directors
and a Woman Director.

The Chairperson of the Board is a Non Executive Independent
Director.

As at March 31, 2026, the Board comprised of six (06) Directors,
including two (02) Executive Directors, two (02) Non Executive
Directors and Non- Independent Directors (including one (01)
Woman Director) and two (02) Independent Directors. The
composition of the Board is in compliance with the applicable
provisions of the SEBI Listing Regulations relating to board
structure and independence.

In accordance with the requirements of the SEBI Listing
Regulations, the Board has identified the key skills, expertise,
and competencies necessary for the effective oversight
and governance of the Company. Details relating to the
composition of the Board, category of Directors, core skills
and competencies represented on the Board are provided in
the Corporate Governance Report, which forms an integral part
of this Annual Report.

The Board is of the view that all Directors, including the
Director re-appointed during the year under review, possess
the requisite qualifications, experience, expertise, and
competence to effectively discharge their duties. The Board
is further satisfied that they uphold the highest standards of
integrity and governance in carrying out their responsibilities.

Additionally, profile of the Board of Directors is also available
on the Company’s website at

https://www.schneiderelectricpresident.com/corporate/

leadership.html#board-of-directors.

CHANGE IN DIRECTORSHIP

During the financial year 2025-26, the following changes
occurred in the composition of the Company’s Board of
Directors:

Appointment of Additional Director and Whole-Time
Director

The Board of Directors, upon the recommendation of the
Nomination & Remuneration Committee (NRC), approved the
appointment of Ms. Mariamma Myloth (DIN:11540243) as
Additional Director and designated her as Whole-Time Director
of the Company at the Board meeting held on February 13,
2026. This appointment is effective for a period of three (3)
consecutive years commencing from close of business hours on
February 13, 2026. The shareholders subsequently approved
this appointment through an electronic postal ballot, with the
resolution deemed passed as of March 21, 2026.

Ms. Myloth was also appointed as Chief Financial Officer
and Key Managerial Personnel of the Company from close of
business hours on February 13, 2026.

Pursuant to the provisions of the Act and SEBI Listing
Regulations, the NRC establishes criteria encompassing core
skills, expertise, and competencies required for appointment or
re-appointment to the Board. Additionally, the NRC assesses
the candidate''s qualifications, professional experience,
integrity, ethical standards, and capacity for independent
judgment when considering individuals for Board membership.

Director Retiring by Rotation

Pursuant to the provisions of the Act and the Articles
of Association of the Company, Ms. Chitra Sukumar
(DIN:09814015), Non-Executive Director, is retiring by rotation
at the forthcoming Annual General Meeting (AGM). Based on
the recommendation of the Nomination and Remuneration
Committee (NRC), the Board of Directors has proposed her
re-appointment.

A detailed profile of Ms. Sukumar, together with disclosures
mandated under Regulation 36 of the SEBI Listing Regulations
and Secretarial Standard 2 (“SS-2”) on General Meetings, is
included in the Notice of AGM, which forms part of the Annual
Report.

Additionally, profile of the Board of Directors are also available
on the Company’s website at

https://www.schneiderelectricpresident.com/corporate/

leadership.html#board-of-directors.

According to the disclosures provided by the Directors, none
of them are disqualified or debarred from being appointed or
re-appointed as Directors under the provisions of the Act and
SEBI Listing Regulations.

Cessations/Change in Role within Schneider Electric

During the financial year 2025-26, Mr. Subhrendu Sarkar
(DIN:09813992) tendered his resignation from the position
of Whole-Time Director and Chief Financial Officer, Key
Managerial Personnel of the Company, effective at the close
of business on February 13, 2026, due to a change in role within
Schneider Electric. Accordingly, he also ceased to serve as a
member of the Audit and Risk Management Committee, as of
the same date.

The Board formally acknowledges and expresses its sincere
appreciation for the significant guidance and contributions
provided by Mr. Subhrendu Sarkar during his service as Whole¬
Time Director and Chief Financial Officer of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

Pursuant to Section 149 of the Act and the SEBI Listing
Regulations, Mr. Ranjan Pant and Mr. R.R. Nair serve as
Independent Directors of the Company as of the date of this
report. The Company has obtained declarations from the
Independent Directors in accordance with Section 149(7) of
the Act, affirming that

i. they comply with the independence criteria outlined in
Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations.

ii. they confirm there are no current or foreseeable
circumstances that could affect their ability to perform
their duties objectively and independently, as required by
Regulation 25(8) of the SEBI Listing Regulations.

iii. their names have been properly entered into the data bank
managed by the Indian Institute of Corporate Affairs, as
required under Section 150 of the Act and Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014.

iv. they are not prohibited from serving as a director under
any SEBI order dated June 14, 2018, or any similar
directive issued by another authority, including MSE
circular MSE/LIST/CIR/2018/118 dated June 22, 2018.

Following a thorough evaluation of the submitted declarations,
the Board is of the view that the Company’s Independent
Directors demonstrate the necessary integrity, expertise, and
experience, and meet all requirements as outlined in the Act
and SEBI Listing Regulations. They maintain independence
from management and have no affiliation with the Company’s
Promoters or Directors. Brief profiles of the Directors are
available athttps://www.schneiderelectricpresident.com/
corporate/leadership.html#board-of-directors

KEY MANAGERIAL PERSONNEL(S) (KMPs)

During the financial year 2025-26, Ms. Mariamma Myloth
(DIN:11540243) was appointed as Whole-Time Director and
Chief Financial Officer, designated as Key Managerial Personnel
of the Company, effective upon the close of business hours on
February 13, 2026.

In addition to above, Mr. Subhrendu Sarkar, previously serving
as Whole-Time Director and Chief Financial Officer, resigned
from his position as Whole-Time Director and Chief Financial
Officer, Key Managerial Personnel, effective as of the close of
business hours on February 13, 2026, due to change in role
within Schneider Electric Group.

As of the date of this report, the following are the KMPs of the
Company as per Sections 2(51) and 203 of the Act:

The Report on Corporate Governance, included in this Annual
Report, contains a comprehensive update regarding changes to
the Board of Directors, their directorships in other organizations,
as well as their relevant skills and areas of expertise.

BOARD MEETINGS

The Board met seven (7) times during the financial year: May
27, 2025; August 12, 2025; August 26, 2025; September
24, 2025; November 12, 2025; February 13, 2026; and
March 31, 2026. Further details, including meeting dates and
Directors'' attendance, are provided in the Report on Corporate
Governance, which is included in this Annual Report.

A quorum was achieved at every Board meeting, with at least
one Independent Director present each time. The intervals
between consecutive meetings did not exceed 120 days and
complied with the requirements set forth by the Act and SEBI
Listing Regulations.

BOARD EVALUATION

The Board noted that, pursuant to Section 134(3)(p) of the Act
read with the Rules made thereunder, Regulation 17(10) of the
SEBI Listing Regulations and the SEBI Guidance Note on Board

Evaluation, the Company undertook an annual performance
evaluation of the Board of Directors, its Committees,
Individual Directors, including Independent Directors, and the
Chairperson for the financial year 2025-26.

The evaluation was conducted through a structured and
comprehensive framework under the guidance of the
Nomination and Remuneration Committee (“NRC”). The
evaluation criteria covered various aspects of governance
and effectiveness, including Board composition and diversity,
strategic direction and oversight, quality of discussions
and decision-making, succession planning, stakeholder
engagement, and the effectiveness of Board and Committee
processes.

The NRC evaluated the performance of Individual Directors
based on parameters such as knowledge and expertise,
contribution to strategic discussions, preparedness for
meetings, participation and engagement during deliberations,
and discharge of fiduciary and statutory responsibilities.
The evaluation of Board Committees considered, inter alia,
the adequacy of their terms of reference, effectiveness of
committee functioning, quality of recommendations provided
to the Board, and oversight of matters within their respective
mandates.

The Board also carried out an assessment of the performance
of the Independent Directors and was satisfied with their
integrity, independence, professional competence, expertise,
experience (including proficiency), and valuable contribution to
the deliberations and decision-making processes of the Board
and its Committees.

The responses and feedback received through the evaluation
process were compiled, analysed, and reviewed by the NRC
and subsequently considered by the Board at their respective
meetings held on May 27, 2026. Based on the outcome of the
evaluation, the Board concluded that it operates effectively and
continues to maintain high standards of governance, oversight,
and stakeholder stewardship.

A detailed description of the evaluation framework, process,
and key observations is provided in the Corporate Governance
Report, which forms an integral part of this Annual Report.

POLICY ON REMUNERATION AND CRITERIA FOR
APPOINTMENT OF DIRECTORS

In accordance with Section 178(3) of the Act and Regulation
19, read in conjunction with Part D of Schedule II of the SEBI
Listing Regulations, the Board, upon recommendation from
the NRC, has implemented a policy governing remuneration for
directors, Key Managerial Personnel, and Senior Management,
as well as criteria for director appointments. This policy
establishes clear principles for the NRC to identify candidates
qualified for directorships and also ascertain the independence
of prospective Independent Directors. Additionally, it outlines
factors for assessing the suitability of individual Board members,
emphasising diverse backgrounds and relevant experience that
contribute to the Company’s operational needs.

The NRC follows a structured process for identifying and
recommending suitable candidates for appointment to the
Board. Prospective candidates are assessed against the skills,

experience, expertise, and competencies required for effective
Board composition. The NRC undertakes appropriate due
diligence and interactions with shortlisted candidates before
making its recommendations. Upon appointment, Directors are
apprised of their roles, responsibilities, and the expected level
of contribution in discharging their duties effectively.

The Company utilises a compensation structure comprising
fixed pay, benefits, and performance-based variable pay.
Compensation is determined by individual achievement,
business results, and alignment with corporate objectives. The
remuneration framework adheres to applicable regulations,
incorporates industry best practices, and aligns with prevailing
market standards.

No changes were made to the Nomination and Remuneration
Policy throughout the reporting year.

The Policy prioritises the evaluation of individuals based on
their qualifications, professional expertise, integrity, and
commitment to the Company’s values, while also recognising
the importance of diversity in background and skills pertinent
to the Company’s operations.

The Nomination and Remuneration Policy of the Company is
available on its website athttps://www.schneiderelectricpresident.
com/investors/policies.html

We affirm that the remuneration paid to the Directors, Key
Managerial Personnel, and Senior Management during the year
is in accordance with the said Policy.

COMMITTEES OF THE BOARD

The Board of Directors manages its responsibilities through
dedicated Committees that oversee specific functions. These
Committees are a key part of the Company’s governance,
providing targeted oversight and informed decision-making
within their delegated authority.

As required under the Act and the SEBI Listing Regulations, the
Company has constituted the following statutory committees
operate according to their assigned roles and duties:

1. Audit and Risk Management Committee¹ (A&RMC)

2. Nomination and Remuneration Committee (NRC)

3. Environmental, Social and Governance & Corporate Social
Responsibility Committee² (ESG & CSR)

4. Stakeholders Relationship Committee (SRC)

¹The nomenclature of the Audit Committee was changed
to “Audit and Risk Management Committee” effective
from December 06, 2023. Similarly, the ²â€œCorporate 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 Company’s 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 Committee’s
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.

LOANS, GUARANTEES, SECURITIES, AND
INVESTMENTS

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.

Proposal for Investment in Renewable Energy under
Group Captive Power Project

In order to support the Company’s long-term sustainability,
cost efficiency, and energy security objectives, and in
alignment with the Schneider Electric Group’s 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 Company’s renewable
energy requirements for its plants/factories located in Bengaluru,
Karnataka. The project is currently under implementation as on
date.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE
COMPANIES

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

BUY BACK OF SECURITIES/ SWEAT EQUITY/ BONUS
SHARES

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.

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.

PARTICULARS OF CONTRACTS AND ARRANGEMENT
WITH RELATED PARTY TRANSACTIONS

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 arm’s
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 Company’s Policy on Related Party
Transactions.

In terms of Regulation 23 of the SEBI Listing Regulations, as
amended, and Schedule XII thereof, if the listed entity''s 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 Committee’s 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 providedhttps://www.
schneiderelectricpresident.com/investors/policies.html

RISK MANAGEMENT

One of the core assets of the Company’s 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 Committee’s
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 Company’s Risk Management Policy can be accessed at
the following link:https://www.schneiderelectricpresident.
com/investors/policies.html

INTERNAL AUDIT AND INTERNAL FINANCIAL
CONTROL

As a vital component of Enterprise Risk Management Framework,
our internal control procedures are designed to ensure
compliance with laws and regulations, adherence to policies and
guidelines, effective internal processes, timely remediation of
deficiencies, and the reliability of financial reporting.

In compliance to the requirements of the Act, your Company
has put in place, an independent and objective inhouse internal
audit department designed to provide reasonable assurance
with regards to the effectiveness and adequacy of the internal
control system and processes. The internal audit plan is based
on risk assessment, which is approved by the Audit and Risk
Management Committee.

The in-house internal audit department, along with Global
Internal Audit, provides audit assurance, add value to improve
the Company’s 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 Company’s 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.

CORPORATE SOCIAL RESPONSIBILITY

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.

SEPSL’s 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 Company''s 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 Company’s policy on Corporate Social Responsibility
and ESG Charter are also available on its website and can be
accessed athttps://www.schneiderelectricpresident.com/
investors/policies.html

AUDITORS

STATUTORY AUDITORS- M/s. S N Dhawan and CO LLP,
Chartered Accountants

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.

Approval of Standard Operating Procedures (SOP) for
effective communication with Statutory Auditors

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.

Auditors Report on 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.

COST AUDITORS - M/s. Rao, Murthy & Associates, Cost
Accountants

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 2026¬
27 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.

SECRETARIAL AUDITORS - M/s. Sanjay Grover &
Associates

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.

INTERNAL AUDITOR- Mr. Vinay Kumar Awasthi

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.

*Change in Internal Auditor

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.

*information updated in the report vide approval of the Board
of Directors in the meeting held on August 12, 2026.

FRAUD

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.

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, 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.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement of disclosure relating to remuneration and other
details, as required under Section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014, forms part of this Report
and is annexed as Annexure IV.

In accordance with the provisions of Section 136 of the
Act and Rule 5(2) 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.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

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

The POSH Policy sets clear and consistent expectations of
workplace conduct, outlines the roles and responsibilities of
employees, managers, and witnesses in creating a workplace
free of harassment of any kind, and highlights the different
reporting channels available to report concerns, while
maintaining confidentiality and protection against retaliation.

The Company has constituted Internal Complaints Committees
(ICCs) for every location where it operates which have been
given the responsibility to receive and address the complaints.
The 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.

MATERNITY BENEFIT

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.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In accordance with the provisions of the Section 178 of the Act
and Regulation 22 of the SEBI Listing Regulations, the Company
has established a robust whistleblowing system/vigil mechanism
through its Whistle Blower Policy duly approved by the Board
of Directors and Audit and Risk Management Committee which
provides employees with a safe and confidential way to report
any unethical behaviour, misconduct, or corruption violations
of the Company’s 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 Company’s
website at:

https://www.schneiderelectricpresident.com/investors/

policies.html

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

During the financial year ended March 31, 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.

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

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.

*Direct Listing of Equity Shares on the Main Board of
BSE Limited

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 Company’s 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 Company’s equity shares, enhance shareholder
value, strengthen the Company’s 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 Company’s 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
Company’s 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.

information updated in the report vide approval of the Board
of Directors in the meeting held on August 12, 2026.

CODE OF CONDUCT OF THE COMPANY - TRUST
CHARTER

The Board of Directors has adopted a Code of Conduct and
Ethics, known as the Trust Charter, applicable to all Directors,
Key Managerial Personnel, Senior Management and employees
of the Company. The objective of this Code is to ensure that the
Company’s 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 Company’s website
athttps://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.

CODE OF CONDUCT FOR PREVENTION OF INSIDER
TRADING

The Company has adopted a comprehensive Code of Conduct
for Prevention of Insider Trading (“PIT Code”) in accordance
with the provisions of the SEBI (Prohibition of Insider Trading)

Regulations, 2015, as amended from time to time. The Code
is designed to:

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

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

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

In accordance with the Code, the Trading Window remains
closed during critical financial periods, i.e., prior to the
announcement of financial results on a quarterly basis. During
this period, Designated Persons and their Immediate Relatives
are prohibited from trading in the securities of the Company.

The Company ensures that all Designated Persons are informed
of their obligations under the Code on a timely basis and regular
disclosures as mandated are being maintained and complied
with SEBI (Prohibition of Insider Trading) Regulations, 2015.

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

The PIT Code is available on the Company’s website athttps://
www.schneiderelectricpresident.com/investors/policies.html

CORPORATE GOVERNANCE

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In compliance with Regulation 34 of the SEBI Listing
Regulations, a detailed Management Discussion and Analysis
Report is presented in a separate section of this Annual Report.
This report provides insights into the Company’s operational

and financial performance, industry trends, opportunities and
risks, and the strategic direction for the future.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Your Company remains committed to conducting its business
in a manner that is economically viable, environmentally
sustainable, and socially responsible. This commitment is
deeply embedded in the Company’s 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 Company’s 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 Company’s 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.

ENERGYCONSERVATION,TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

DETAIL OF MANUFACTURING PLANTS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNALS

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 Company’s
operations.

OTHER DISCLOSURES

Secretarial Standards

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

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

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

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

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

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

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

Listing on stock exchanges*

The Company’s 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.

Sale of Immovable Property (Asset held for sale-Land &
Building) located in Pune

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 Company’s growth initiatives.

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

ACKNOWLEDGEMENT

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

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

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

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

Ranjan Pant

Chairman
DIN: 00005410
Place: New Delhi
*Date: August 12, 2026

The Directors take pleasure in presenting the Thirty First Annual Report together with audited accounts for the year ended 31st March, 2015.

1. details

in Lacs

Particulars 31.03.2015 31.03.2014

Gross Revenue from Operations 17,577.61 17,328.64

Net Revenue 16,765.74 16,546.49

Earning before interest and Depreciation 380.15 171.80 (EBITDA)

Less: Interest 254.58 236.42

Interest Income (3.70) (3.28)

Depreciation 501.10 420.59

Profit / (Loss) before Tax (371.83) (481.92)

Less: Provision for Tax - -

Less : Deferred Tax Liability - -

Profit After Tax (371.83) (481.92)

Add : Balance brought forward 1,713.64 2,195.57

Less: Adjustment on account of depreciation (111.32) -

Profit available for distribution 1,230.49 1,713.64

Appropriation - -

Total Balance carried forward 1,230.49 1,713.64

2. Dividend

In view of loss during the year, your Directors have not recommended any dividend for the year.

3. Performance

The Net Revenues (net of duties and taxes) during the year were Rs. 16,766 lacs as against Rs. 16,546 lacs in the previous year. Net Sales Turnover increased by 1.33% over the previous year.

During the year, there was increase in employee costs of Rs. 223 lacs over previous year due to merit increase during the year.

Provision for Doubtful Debts and advances was made amounting to Rs. 72 lacs as against Rs. 77 lacs in previous year. Casual Labour cost was Rs. 555 lacs as against Rs. 552 lacs in previous year. Power costs was Rs. 384 lacs as against Rs. 452 lacs in previous year due to reduction in overtime and effective plant utilization. Legal and professional were increased to Rs. 442 lacs as against Rs. 106 lacs in previous year. Advertising and sales promotion expenses decreased to Rs. 30 Lacs as against Rs. 142 lacs in previous year. Bad Debts written off is Rs. Nil and Gain on Sales of Fixed Assets amounted to Rs. 1 lac in during the year under review. Increase in improved plant utilization resulting in positive EBIDTA of Rs. 380 lacs as against positive EBIDTA of Rs. 172 lacs in the previous year.

Revenue from processing at Zinc Plant increased to Rs. 495 lacs against Rs. 439 lacs in previous year. Also revenue from services like Commissioning and Installation decreased to Rs. 33 lacs from Rs. 187 lacs in previous year.

4. Directors and Key Managerial Personnel

Mr. Javed Ahmad, Director is liable to retire by rotation and being eligible and offers himself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, Mr. Sugata Sircar and Ms. Rachna Mukherjee were appointed as additional directors at the Board Meetings held on 13th November, 2014 and 11th February, 2015 respectively and will continue till the conclusion of the ensuing Annual General Meeting. The Board has recommended their appointment as Directors of the Company.

Ms. Rajani Kesari has resigned as Director effective 8th November, 2014 and Mr. Anil Chaudhry has resigned as Director effective 11th February, 2015.

It is also proposed to re-appoint Mr. Swaminathan Venkatraman as Managing Director for a further period of two years.

Pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment thereof) read with Schedule IV to the Companies Act, 2013, the Board has recommended the appointment of Mr. Shravan Vijaykumar Sharma, Mr. Ganesh Vaidyanathan, and Mr. Vishar Subramanian Vasudevan, all being Independent Directors for a period of three year from the conclusion of the ensuing Annual General Meeting.

The following were designated as Key Managerial Personnel in the Board Meeting held on May 27, 2014:

1) Mr. Swaminathan Venkatraman, Managing Director

2) Mr. Vighneshwar Bhat, Company Secretary

3) Mr. Neeraj Garg, Chief Officer

5. Auditors

The members of the Company, by passing a resolution at the previous Annual General Meeting of the Company had appointed M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Reg. No. 101049W) as the Statutory Auditors of the Company till the conclusion of Thirty Second Annual General Meeting subject to yearly ratification by the Shareholders. The Statutory Auditors have confirmed their eligibility and the Board proposed the ratification of their appointment by the Shareholders for the year 2015-16.

The Board on the recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants as Cost Auditors of the Company for the Year 2015-16.

6. Deposits

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

7. Subsidiary Companies

Your Company has no Subsidiary Company.

8. Technical Knowhow

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company.

9. Conservation of Energy etc.

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure 'I' forming part of this report.

10. Secretarial Audit

Secretarial audit report as provided by M/s. Nesar & Associates, Practicing Company Secretaries is annexed to this Report as Annexure II.

11. Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance is given in Annexure III. A certifcate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given in elsewhere in the Annual Report.

12. Reserves

Due to loss for the year ended 31st March, 2015, the Company has not transferred any amount to the General Reserve.

13. Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2015 was Rs. 60,480,000. During the year under review, there has been no change in the Equity Share Capital of the Company.

14. Board Meetings

The Board of Directors met four (4) times (27th May 2014, 12th August 2014, 13th November 2014 and 11th February 2015) during this financial year.

15. Declaration from Independent Directors on annual basis

The Company has received necessary declaration from all Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). The Board has duly taken note of the same.

16. Composition of the Committees

Composition of the Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee are given in the Corporate Governance Report attached to this Report.

17. Extract of the Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return for the financial year ended March 31, 2015 in MGT 9 is attached as Annexure IV to the Report.

18. Corporate Social Responsibility

Since the Company is not meeting any of the criteria laid down in Section 135 of the Companies Act, 2013, and consequently not required to formulate any policy or not required to disclose any details under Companies Act, 2013.

19. Related Party Transactions

The Company has formulated a policy on Related Party Transaction and also on dealing with the Related Party Transactions. The Policy has been put up on the website of the Company. All transactions entered into with the Related Parties were as per the RPT Policy adopted by the Company.

20. Annual Evaluation of the Board and Committees

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, during the year, the Board adopted a formal mechanism for evaluating the performance as well as that of its Committees and individual Directors including the Chairman of the Board. The Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and that of the individual directors.

21. Remuneration to Directors

We confrm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

22. Particulars of Employees

The Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

23. Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confrm that :

(a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments 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 and loss of the company as at 31st March, 2015;

(c) the directors have taken proper and suffcient 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) the directors have prepared the annual accounts on a going concern basis;

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules amended upto date, the Company has constituted a Central Internal Complaints Committee at its Office at 5C/1, KIADB Industrial Area, Attibele, Bangalore-562107. The Central Internal Complaints Committee has been given the responsibility to receive and address the complaint received, if any, at all locations where the Company is present. The Company has also taken certain steps to create awareness about familiarization to the said policy having been put in place. There was no instance of alleged sexual harassment reported during the year under review.

25. Internal Audit

The in-house internal audit team is responsible for assurance with regard to the effectiveness and effciency of internal control systems and processes. This team in your company is an independent and objective function, performing assurance and consulting activities designed to add value and improve the company processes. It helps the Company to accomplish its objective by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance process. The audit plan for the year is based on business risk and internal control assessment which is approved by the Audit Committee and Board of Directors of the Company.

As per the requirement of the Companies Act, 2013, the Company is in the process of setting up the frame work for internal control on financial reporting. The Company is in the process to seek service from one of the reputed consultants after carrying "As is" diagnostic analysis.

26. Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Statements.

27. Material Changes and Comments affecting the Position of the Company after 31st March, 2015

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year, to which this financial statement relate and the date of this Report.

28. Details of significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's Operation in future

There was no significant and material order passed by any regulator or court or tribunal impacting the going concern status of the company and its future operations.

29. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Rules made there under, the Company has formulated and implemented Vigil Mechanism for disclosing of any unethical behavior, actual or suspected fraud or violation of the Company's code of conduct and other improper practice or wrongful conduct by employees or directors of the company.

During the year under review, the Company has not received any complaints relating to unethical behavior, actual or suspected fraud or violation of Company's code of conduct from any employee or directors.

30. Risk Management Policy

In compliance with the requirement of the Companies Act, 2013, the Company has put in place the Risk Minimization and Assessment procedures. The Objective of any risk identification and assessment process is to evaluate the combination of likelihood and level of negative impacts from and event. The three main components of a risk assessment are business risk, service /operational risk and external risk. The Company manages the risk in line with current risk management best practice. This facilitates the achievement of our objectives, operational effectiveness and effciency protection of people and assets, informed decision-making and compliance with applicable laws and regulations.

31. Buy back of Securities

The Company has not bought back any of its securities during the year under review.

32. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

33. Bonus Shares

No Bonus shares were issued during the year under review.

34. Code of Conduct and Ethics

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The objective of the code is to conduct the Company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's 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 Company's website.

35. Acknowledgement

Your Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

For and on Behalf of the Board

Shravan Sharma

Chairman

Date : 21st May, 2015

Place: Bangalore

The Members,

SCHNEIDER ELECTRIC PRESIDENT SYSTEMS LIMITED

The Directors take pleasure in presenting the Thirtieth Annual Report together with audited accounts for the year ended 31st March, 2014. Financial details:

Rs.in Lacs

Particulars 31 .03.2014 31 .03.2013

Gross Revenue from Operations 17,328.64 11,599.38

Net Revenue 16,546.49 11,093.68

Earning before Interest and Depreciation (EBIDT) 171.80 219.87

Less: Interest 236.42 237.93

Interest Income (3.28) (4.37)

Depreciation 420.59 414.06

Profit / (Loss) before Tax (481.92) 427.75)

Less: Provision for Tax -- -- Less : Deferred Tax Liability -- (94.80)

Profit After Tax (481.92) (332.95)

Add : Balance brought forward 2,195.57 2,528.52

Profit available for distribution 1,713.64 2,195.57

Appropriation -- -- Total Balance carried forward 1,713.64 2,195.57

Dividend:

In view of loss during the year, your Directors have not recommended any dividend for the year.

Performance:

The Net Revenues (net of duties and taxes) during the year were Rs. 16,546 lacs as against Rs. 11,094 lacs in the previous year. Net Sales Turnover increased by 49.14% over the previous year.

Plant utilization at Pune and Bangalore improved to 80% as against 70% in previous year. During the year, there were increase in Employee Costs of Rs.196 lacs over previous year due to merit increase during the year.

Provision for Doubtful Debts and advances was made amounting to Rs. 77 lacs as against Rs. 35.9 lacs in previous year. Casual Labour cost increased to Rs. 551 lacs as against Rs. 316 lacs in previous year. Power costs increased to Rs. 452 lacs as against Rs. 337 lacs in previous year due to increase in power rate & higher diesel price. Legal and Professional cost and Advertising and sales promotion expenses were decreased to Rs.106 and Rs. 142 lacs as against Rs. 173 lacs and Rs. 144 lacs in previous year. Bad Debts written off and gain on Sales of Fixed Assets amounted to Rs. 39 lacs and Rs.12 lacs in current year. Increase in improved plant utilisation resulting in positive EBIDTA of Rs.172 lacs as against positive EBIDTA of Rs. 220 lacs in the previous year. Revenue from processing at Zinc Plant increased to Rs. 438 lacs against Rs. 312 lacs in previous year. Also revenue from services like Commissioning and installation decreased to Rs.187 lacs from Rs.189 lacs.

New Product Development:

A rack with a combination of EMC/EMI compatibility, Zone - 4 Seismic requirement and polycarbonate door with EMC shielding was developed for one of our regular and major customer. The rack was certified to meet the exacting standards of EMC/EMli and seismic. That has passed attenuation of 30dB at the frequency from 10kHz to 3GHz.

Operating Base Earthquake (OBE) & Safe Shutdown earthquake(SSE) tested for both the above and certified for the same. Also developed a new cabinet for solar inverter project for outdoor application with an outdoor life of 20 years adapting breakthrough technology on surface finishing.

A host of new products are under development for various application such as:

- Metering Boxes for Australia.

- Distribution boxes for Gulf.

With the new developments, the Company has acquired and enhanced design & manufacturing capabilities of a new platform of racks which were hitherto not in our range of products.

Directors:

Ms. Rajani Kesari, Director is liable to retire by rotation and eligible and offered herself for reappointment. Mr. Nikhil Pathak, who appointed to fill up the causal vacancy caused by the resignation of Mr. Shrinivas Chebbi, would retire at the ensuing Annual General Meeting and being eligible for appointment is proposed to be appointed as Director at the ensuing Annual General Meeting. Mr. Philippe Arsonneau has resigned as Director effective, 27th May, 2014. Mr. Pankaj Sharma was appointed as Additional Director effective 27th May, 2014 would retire at the Annual General Meeting and being eligible for appointment is proposed to be appointed as Director at the ensuing Annual General Meeting. It is also proposed to re-appoint Mr. Swaminathan Venkatraman as Managing Director for a further period of one year. Pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof) read with Schedule IV to the Companies Act, 2013, the Board has recommended the appointment of Mr. Shravan Vijaykumar Sharma, Mr. Ganesh Vaidyanathan, and Mr. Subramanian Vishar Vasudevan, all being Independent Directors for a period of one year from the conclusion of the ensuing Annual General Meeting.

Auditors:

The statutory auditors M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Bangalore have confirmed their eligibility and willingness to accept the office of statutory auditor for the financial year 2014-15 and 2015-16. It is recommended to appoint them as the statuary auditors for the year 2014 - 15 and 2015 - 16 subject to yearly ratification by the shareholders.

The Board, on the recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants as Cost Auditors of the Company for the Financial Year 2014-15.

Deposits:

There were no deposits outstanding as on 31st March, 2014.

Subsidiary Companies:

Your Company has no Subsidiary Company.

Personnel:

The Industrial relations have been generally co-ordeal.

Information as per Section 217(2A) of the Companies Act,1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provision of Section 219(1)(b)(iv) of the said Act, the Annual Report and Accounts are being sent to all Members of the Company excluding aforesaid information. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Technical Know how:

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company. Conservation of Energy etc.:

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure ''A'' forming part of this report.

Corporate Governance:

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given elsewhere in the Annual Report.

Change of Name:

Since 75% of the shares are held by the Promoter, Schneider Electric, which has world-wide presence and a renowned brand so that maximum mileage can be drawn out of name for expansion of its business, the name of the Company has been changed to "Schneider Electric President Systems Limited".

Shifting of Registered Office:

The Company, vide Order dated 1st May, 2014, has received the approval of the Regional Director, Western Region, Mumbai, Ministry of Corporate Affairs for shifting of the Registered Office of the Company from the State of Maharasthra to the State of Karnataka. Pursuant to the said Order, the Registered Office of the Company has been shifted to 5C/1, KIADB Industrial Area, Attibele, Bangalore -562107.

Directors'' Responsibility Statement:

Pursuant to sub-section 2AA of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

1. In the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and there are no material departures.

2. The Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and the loss of the Company for the year ended 31st March, 2014 .

3. The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Company has prepared the annual accounts on a going concern basis.

Acknowledgement:

Your Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

For and on Behalf of the Board

Date: 27th IVtey, 2014 Shravan Sharma

Place: Bangalore Chairman

The Member of APW PRESIDENT SYSTEMS LIMITED

The Directors take pleasure in presenting the Twenty - nineth Annual Report together with audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

Rs. in Lacs 31.03.2013 31.03.2012

Gross Revenue 11,599.38 10,593.45

Net Revenue 11,093.67 10074.22

Earning before interest and Depreciation (EBIDT) 219.87 (164.58)

Less: Interest 237.93 224.89

Interest Income (4.37) (5.69)

Depreciation 414.06 489.73

Profit / (Loss) before Tax (427.75) (873.51)

Less: Provision for Tax

Less : Deferred Tax Liability (94.80) (295.59)

Profit After Tax (332.95) (577.93)

Add : Balance brought forward 2528.52 3106.45

Profit available for distribution 2195.57 2528.52

APPROPRIATION

Total Balance carried forward 2195.57 2528.52





Dividend

In view of loss during the year, your directors have not recommended any dividend for the year.

Financial Results

The Net Revenue during the year were Rs. 11094 lacs as against Rs.10074 lacs in the previous year. Net revenue increased /decreased by only 10.1 % over previous year. Plants utilisation at Pune and Bangalore improved to 70% as against 63% in previous year but still remained under utilized. There was decrease in Employee Cost by Rs. 48 lacs. Provision for Doubtful Debts and advances was made amounting to Rs.35.9 lacs as against Rs. 188 lacs in previous year. Casual Labour increased to Rs. 316 lacs as again st Rs. 220 lacs in previuos year. Power costs increased to Rs. 337 lacs as against Rs.295 lacs in previuos year. Legal and professional and Advertising and sales promotion expenses were increaed to Rs.173 and Rs. 145 lacs as against Rs. 84 lacs and Rs.102 lacs in previous year. Bad Debts written off and Loss on Sales of Fixed Assets amounted to Rs. 27 lacs and Rs. 26 lac in current year. Improved plant utilisation resulted in a positive EBIDTA of Rs. 220 lacs as against negative EBIDTA of Rs. 164 lacs in the previous year After provision for Deferred Tax liability, Loss for the year was Rs. 333 lacs as against loss of Rs.578 lacs for the previous year.

OPERATIONS Manufacturing Operation

Revenues from Manufacturing operations were Rs. 10431 lacs as against Rs.9795 lacs in previous year.

Plants utilization was on an average remained at 70% Revnue from processing at Zinc Plant incresed to Rs.312 lacs against Rs. 89 lacs in previous year. Also revenue from services like Commissioning and installation increased to Rs. 189 lacs from Rs. 20 lacs.

Technology Services

The domestic sales of Technology Products was Rs. 513 lacs as against Rs. 470 lacs during the previous year, while Commission earned on direct sales were Rs. 22 lacs as against Rs. 41 lacs during the previous year

New Products development

A rack with a combination of EMC/EMI compatibility, Zone - 4 Seismic requirement and polycarbonate door with EMC shielding was developed for one of our regular and major customer. The rack was certified to meet the exacting standards of EMC/EMIi and seismic.

In another development the racks were developed out of Stainless steel with EMC/EMI compatibility & a CKD (Completely Knock Down) cabinet meant for Marine application. This rack met exacting specifications of the Penta 5 with shock mounts on the base & sides to handle the rolling over on high seas. The design approach for this important new product has been customer centric and every effort has been made to ensure that the rack can be assembled with ease by our valued customer. With the new developments the company has acquired design & manufacturing capabilities of a new platform of racks which were hitherto not in our range of products.

Closure of Pudducherry Unit

As a measure of cost optimsation, Company has closed its operations at rented premises at Pudducherry and shifted it to its owned plant premises at Attibele, Bangalore.

Directors

Mr. Nikhil Pathak, Mr. Philippe Arsonneau and Ms. Rajani Kesari were appointed to fill up the causal vacancies caused by the resignation of Mr. Shrinivas Chebbi, Mr. Ajay Shanker and Ms. Rita Marie Harevy respectively in March 2013 upon reshuffling of Management by schneider Group.

Mr. Ganesh Vaidyanathan would retire at the ensuing AGM. Ms. Rajani Kesari who was appointed to fill up casual vacancy caused by the resignation from Ms. Rita Marie Harvey who would have retired on ensuing AGM, would also retire at ensuing AGM. Both Mr. Ganesh Vaidyana than and Ms. Rajani Kesari, both retiring by rotation and are eligible for reappointment and have offered themselves for reappointment u/s 262 of the Companies Act, 1956.

Company has appointed Mr. Dharani Babu as Manager of the Company with effect from April 1, 2012 for a term of one year which ended on March 31, 2013. He was reappointed as Manager with effect from April 1, 2013. Upon changes in the top level of Management in Schneider Electric group companies, Mr. Pankaj Sharma, who was elevated as Business Vice President, East Asia, has given his resignation. Mr. Swaminathan Venkatraman, appointed as Director to fill casual vacancy caused by resignation of Mr. Pankaj Sharma, is also being appointed as Managing Director of the Company considering his vast experience and his achievement at his earlier stint in APW. In view of this Mr. Dharani Babu has stepped down from his legal post of Manger of the Company, however, he will continue to lead the company''s operations at its Fatories in India.

Mr. V. S. Vasudevan,Mr. Anil Chaudhry and Mr. Javed Ahmad, appointed as additional directors of the Company were retiring at ensuing AGM in respect of whom notice is received u/s 257 of Companies Act, 1956 seeks reappointment at the ensuing AGM.

Delisting

Schneider Electric South East Asia (HQ) Pte Ltd., the promoter holding 75% equity of the Company, made public offer to acquire further minimum of 15% equity shares in order to delist Compnay. Since the number of shares tendered in the offer, were lower than the minimum shares required for delisting, the offer stood cancelled.

Change of Name

It is in the best interest of Company to incorporate the name of the Promoter, Schneider Electric, which has wolrdwide presence and a renowned brand so that maximum mileage can be drawn out of name for expansion of its business. Mangement considering this view has proposed the change of Company''s name to "Schnedier Electric President Systems Limited", subject to Government and shareholder''s approval.

Shifting of Registered Office

As major plant operation of the Company is situated at Bangalore, Management has proposed to shift its Registered Office from Mumbai to its Bangalore. The necessary procedures for shifting is under place and may be completed by beginning of next year.

Auditors

The auditors M/s S. R. Batliboi & Associates LLP, Chartered Accountants, Bangalore have confirmed their eligibility and willingness to accept the office of statutory auditor for the financial year 2013-14.

Deposits

There were no deposits outstanding as on 31st March 2013.

Subsidiary Companies

Your Company has no subsidiary company.

Personnel

The Industrial relations have been generally cordial. Information as per section 217(2A) of the Companies Act,1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Director'' Report. However, as per the provision of section 219(1)(b)(iv) of the said act, the Annual Report and Accounts are being sent to all members of the Company excluding aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Technical Knowhow

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company.

Directors'' Responsibility Statement

Pursuant to sub-section 2A of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Company has 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) That the Company has taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Company has prepared the annual accounts on a going concern basis.

Conservation of Energy etc.

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure ‘A'' forming part of this report.

Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in practice regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure ‘B''.

FOR AND ON BEHALF OF

Shravan Sharma Chairman

Bangalore, August 21, 2013

To The Members of APW PRESIDENT SYSTEMS LIMITED

The Directors take pleasure in presenting the Twenty-Eighth Annual Report together with audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

Rs. in Lacs

31.03.2012 31.03.2011

Gross Revenue 10,593.45 10,750.31

Net Revenue 10,079.91 10,025.31

Earning before interest and Depreciation (EBIDT) (158.89) 430.04

Less: Interest 224.89 188.89

Depreciation 489.73 397.22

Profit / (Loss) before Tax (873.51) (156.07)

Less: Provision for Tax -- --

Less: Prior Year Tax Provision- Excess reversed -- 33.98

Less: Deferred Tax Liability 295.59 7.61

Profit After Tax (577.93) (114.48)

Add : Balance brought forward 3106.45 3220.93

Profit available for distribution 2528.52 3106.45

APPROPRIATION -- --

Total Balance carried forward 2528.52 3106.45

Dividend:

In view of loss during the year, your directors have not recommended any dividend for the year.

Financial Results :

The Net Revenue during the year were Rs.10,080 lacs as against Rs. 10,025 lacs in the previous year. Net revenue increased by only 0.5% over previous year. Plants at Pune and Bangalore remained under utilized. There was increase in Employee Cost by Rs. 3 crores. Provision for Doubtful Debts which was made amounting to Rs. 95 lacs and provision made against doubtful collection of statutory forms was amounting to Rs.67 lacs.

Increase in expenses as above coupled with under utilization of plant, resulted in negative EBIDTA of Rs. 159 lacs as against positive EBIDTA of Rs. 430 lacs in the previous year. Company has incurred a cash loss of Rs. 32.56 lacs during year 2011-12. Company expects to improve plant utilisation during FY 2012-13 which will result in better performance next year.

There was increase in Finance Cost by 36 lacs as compared to Previous year and also an increase in Depreciation Charges on account of consideration of change in useful life of Computer Hardwares and Vehicles (being brought closer to realistic life), resulting in additional depreciation amounting to Rs. 100 lacs.

After provision for Deferred Tax liability, Loss for the year was Rs.578 lacs as against loss of Rs. 114 lacs for the previous year.

OPERATIONS: Manufacturing Operation :

Revenues from Manufacturing operations were Rs. 9795 lacs as against Rs. 9728 lacs in previous year.

Plants utilization was on an average remained at 63%.

During the financial year, operations of the zinc plating plant which was commissioned in 2009-10, stabilized. Also, nickel zinc plating capabilities were added during the year. This plant is currently running at full capacity.

Technology Services

The domestic sales of Technology Products was Rs.470 lacs as against Rs.579 lacs during the previous year, while Commission earned on direct sales were Rs.41 lacs as against Rs.126 lacs during the previous year. There was no growth in TPD business on account of the global slow down during the year. Also alliance with Avocent Technologies (now part of Emerson Electric), came to an end. This caused a dip in revenue on that product range. Alternative products have been added during the FY but did not fully compensate the loss of revenue due to Avocent alliance loss.

New Products development:

A rack with a combination of EMC/EMI compatibility, Zone-4 Seismic requirement and polycarbonate door with EMC shielding was developed for one of our regular and major customer. The rack was certified to meet the exacting standards of EMC/EMIi and seismic.

In another development the racks were developed out of Stainless steel with EMC/EMI compatibility & a CKD (Completely Knock Down) cabinet meant for Marine application. This rack met exacting specifications of the Penta 5 with shock mounts on the base & sides to handle the rolling over on high seas. The design approach for this important new product has been customer centric and every effort has been made to ensure that the rack can be assembled with ease by our valued customer.

With the new developments the company has acquired design & manufacturing capabilities of a new platform of racks which were hitherto not in our range of products.

Directors :

As per the Share Purchase Agreement (SPA) executed between the Promoters and Schneider Electric South East (HQ) Pte Limited (SESEA, acquiring company), there is change in the management. All ex-promoter directors and independent directors have resigned and the new directors nominated by SESEA were appointed.

Mr. Charles Watanabe and Mr. Shravan Sharma were appointed to fill up the casual vacancy caused by resignation of Mr. Marc Rutty and Mr. Lakshman Bhatia respectively who were to retire at the ensuing meeting by rotation and being eligible Mr. Charles Watanabe and Mr. Shravan Sharma are seeking reappointment u/s 262 of the Companies Act 1956.

Mr. Pankaj Sharma, who was appointed as an Additional Director of the Company by Board of Directors under section 260 of the Companies Act, 1956 and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of Director under section 257 of the Companies Act, 1956 is seeking reappointment at the ensuing Annual General meeting. Mr. Pramod Agashe, who was appointed as Managing Director of the Company since May 19, 2011 on change in Management has stepped down on March 31, 2012. Company has appointed Mr. Dharani Babu as Manager of the Company with effect from April 1, 2012. Mr. Dharani Babu has joined Company in 2006 as Works Manager Attibele and subsequently was promoted as VP, Manufacturing.

Delisting:

Company had received a letter from Schneider Electric South East Asia (HQ) Pte Ltd., the promoter and majority shareholder of the Company, on November 26, 2011, informing the Company of its proposal: (i) to voluntarily delist the equity shares of the Company from all the stock exchanges on which the equity shares of the Company are listed and traded; and (ii) to withdraw the permitted to trade status from the Bombay Stock Exchange Limited. Accordingly Board of Directors met on November 28, 2011 and considered the proposal and Company obtained the shareholders approval by passing a Special Resolution by Postal Ballot on January 30, 2012. Company has also obtained the In-Principal approval of the Pune and Bangalore Stock Exchange for delisting of shares.

Auditors:

The auditors M/s S. R. Batliboi & Associate, Chartered Accountants, Bangalore, have confirmed their eligibility and willingness to accept office, of statutory auditor for the financial year 2012-13.

Auditors' Report

The Auditors in their statement under Companies (Auditors Report) Order, 2003, annexed to the aforesaid Report, have observed the following:- a) The internal control procedures with respect to purchases and sales, including approval and payments to commission agents, require further strengthening to be commensurate with the size of the Company and nature of its business operations

b) Delay in few cases in depositing undisputed statutory dues

c) Undisputed dues in respect of service tax on import of services and tax deducted at source on interest accrual towards dues to small and micro enterprises were outstanding, at the year end, for a period of more than six months from the date they became payable.

The Board of Directors, informs that

a) The Company is in the process of improving the existing procedure and system of Purchase and Sales, which would be operative before the close of the current financial year.

b) Though there have been few delays during the year, there have no amounts pending as at the Balance Sheet date

c) The Company had already paid most of the undisputed dues for more than six months except few cases, which will be paid before the end of the current financial year.

Deposits:

There were no deposits outstanding as on 31st March 2012.

Subsidiary Companies:

Your Company has no subsidiary company.

Personnel:

The Industrial relations have been generally cordial. Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Director' Report. However, as per the provision of section 219(1)(b)(iv) of the said act, the Annual Report and Accounts are being sent to all members of the Company excluding aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Technical Knowhow:

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company.

Directors' Responsibility Statement

Pursuant to sub-section 2A of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Company has 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) That the Company has taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Company has prepared the annual accounts on a going concern basis.

Conservation of Energy etc.:

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure 'A' forming part of this report.

Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in practice regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure 'B'.

FOR AND ON BEHALF OF THE BOARD

Shravan Sharma

Chairman Bangalore, May 17, 2012

The Directors take pleasure in presenting the Twenty-Seventh Annual Report together with audited accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

Rs. in Lacs 31.03.2011 31.03.2010

Gross Sales 10,835.67 15,752.39

Net Sales 9,609.19 13,719.86

Earning before interest and Depreciation (EBIDT) 430.04 1,387.28

Less: Interest 188.89 190.27

Depreciation 397.22 364.15

Profit / (Loss) before Tax (156.07) 832.86

Less: Provision for Tax - 252.00 Less: Prior Year Tax Provision-Excess reversed 33.98

Less: Deferred Tax Liability 7.61 41.34

Profit After Tax (114.48) 539.52

Add : Balance brought forward 3220.93 2,872.46

Profit available for distribution 3106.45 3,411.98 APPROPRIATION

Proposed Dividend - 120.96

Corporate Tax on Dividend _ 20.09

Transfer to General Reserve _ 50.00

Total Balance carried forward 3106.45 3220.93

Dividend:

In view of the loss during the year, your directors have not recommended any dividend for the year. Financial Results :

The Net Sales (net of duties and taxes) during the year were Rs.9609 Lacs as against Rs. 13720 Lacs in the previous year. Drop in Sales Turnover by 30% was mainly on account of Telecom Sector, one of the main customer segments, which is under turmoil due to various reasons. EBIDTA earnings have reduced to Rs.430 Lacs as against Rs. 1387 Lacs in the previous year. Under utilization of manufacturing capacity at Bangalore due to lower sales resulted in lower EBIDTA and as a consequent loss for the Company. The employee costs have gone up to Rs. 1711 Lacs as against Rs. 1657 Lacs in the previous year, an increase of 4%. After provision for Deferred Tax liability, Loss for the year was Rs.114 Lacs as against profit of Rs. 540 Lacs for the previous year.

OPERATIONS:

Enclosure Solutions :

This business was severely affected due to turmoil in Telecom Sector. Sales of enclosure business were Rs. 9026 Lacs as against Rs. 13129 Lacs in previous year, almost 30% drop in sales.

Plating plant set up during last year is now working at full capacity. During the year Company has entered into arrangement with BOSCH India for Nickel Zinc plating of their product. BOSCH has given Rs. 1.11 crores to incentivize Company to set up Nickel Zinc plating facility. Nickel-Zinc Plating facility is expected to be completed by June-July 2011. This facility will help improve not only the quality of existing products and services, but will also attract new business.

Technology Services

The domestic sales of Technology Products were Rs.583 Lacs as against Rs.591 Lacs during the previous year, while Commission earned on direct sales was Rs. 126 Lacs as against Rs.43 Lacs during the previous year. There was no growth in TPD business on account of the global slow down which caused the IT industry to freeze all Capex investments during the year. Commission earned on direct sales increased mainly on account of orders for technology products for monitoring of Data Centres. Company has strategic alliance with Unite Technologies Limited, UK which is one of the leading companies in such products, since 2006.

New Product development:

As always, the Company continued to introduce new products as well as accessories and services.

A new enclosure family (under the brand name IMPress), developed to meet the requirements of data center projects, was launched in June 2010. I am pleased to inform you that this product is widely accepted and is considered as the next generation product. This Cabinet range conforms to international DIN 41494 standards, and offers customers enhanced features such as cable management flexibility, quick and safe assembly, ease of installation and maintenance, open access and unlimited expandability. Further development of this product to suit different requirements of customers is going on.

Directors :

As per the Share Purchase Agreement (SPA) executed between the Promoters and Schneider Electric South East (HQ) Pte Ltd (SE, acquiring company), Company appointed Mr. Philippe Arsonneau and Mr. Shrinivas Chebbi as Nominee Directors at the Board meeting held on February 5, 2011 under section 260. Their tenure will end at ensuing AGM and the acquiring company is seeking their re-appointment at next AGM under section 257.

Under SPA all existing Promoter Directors except the nominee directors of Schneider Electric South East (HQ) Pte Ltd will be resigning on the completion of Transaction and Schneider Electric South East (HQ) Pte Ltd (SE, acquiring company), will be appointing new members to the Board.

Auditors:

The auditors M/s Price Waterhouse, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and have expressed their inability to continue as auditors of the Company. Management is looking for another audit firm for the appointment as statutory auditor for FY 2011-12.

Deposits:

There were no deposits outstanding as on 31st March 2011.

Subsidiary Companies:

Companys subsidiary, APW Systems MEA FZC at Sharjah in UAE has closed its operations. Company has received the equity invested in this company after depletion.

Personnel:

The Industrial relations have been generally cordial. Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure C to the Directors Report.

Technical Knowhow:

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company.

Directors Responsibility Statement

Pursuant to sub-section 2A of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That 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) That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Conservation of Energy etc.:

Your Company has voluntarily undertaken the Energy Audit at its Bangalore Plant to initiate the conservation and savings in Power Consumption. Your Company has also set up a state of art Solar Heating Plant at its Pune Plant so as to be energy efficient.

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure A forming part of this report.

Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in practice regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure B.



FOR AND ON BEHALF OF THE BOARD

E. A. ELIAS MANAGING DIRECTOR

MUMBAI, May 16, 2011

The Directors take pleasure in presenting the Twenty-Sixth Annual Report together with audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Rs. in Lacs 31.03.2010 31.03.2009 Gross Sales 15,752.39 15,604.72

Net Sales 13,719.86 13,604.48

Earning before interest and Depreciation (EBIDT) 1,387.28 1,854.45

Less: Interest 190.27 127.00

Depreciation 364.15 374.13

Profit before Tax 832.86 1,353.31

Less: Provision for Tax 252.00 438.93

Less: Deferred Tax Liability 41.34 6.84

Profit After Tax 539.52 921.23

Add : Balance brought forward 2,872.46 2,263.51

Profit available for distribution 3,411.98 3,184.74

APPROPRIATION --- ---

Proposed Dividend 120.96 181.44

Corporate Tax on Dividend 20.09 30.83

Transfer to General Reserve 50.00 100.00

Total Balance carried forward 3220.93 2,872.46

Dividend:

After considering the performance of your Company, your Directors are pleased to recommend a dividend of 20% being Rs.2.00 per Equity Share.

Financial Results :

The Net Sales (net of duties and taxes) during the year were Rs.13720 Lacs as against Rs. 13604 Lacs in the previous year. EBIDTA earnings before interest, depreciation and income tax was reduced to Rs.1387 Lacs as against Rs. 1854 Lacs in the previous year. Material Cost increased by 2.65% due to increase in raw material prices and lower realization resulted due to higher discounts offered to win over business from competition during slow down in economy. Company has made an investment in additional manpower for starting its new Cooling Solutions Division which is expected to start earning benefits from the next year. The employee costs have gone up to Rs. 1657 lacs as against Rs. 1470 lacs in the previous year, an increase of 12%, due to Management decision to augment and improve the caliber of its Sales and Marketing force. Interest charges were higher at Rs.190 Lacs (Rs.127 Lacs in 2008-09) because of additional Term Loan obtained for setting up of the Plating Plant at Attibele, Bangalore. Depreciation charges were Rs. 364 lacs, which was lower than the Rs. 374 lacs for the previous year mainly due to accelerated depreciation amounting to Rs. 49 lacs charged in the previous year to remove obsolete items of fixed assets from the Books. After provision for Tax and Deferred Tax liability, Profit for the year was Rs.540 Lacs as against Rs. 921 Lacs for the previous year.

OPERATIONS:

Racks and Cabinets :

The Company offers enclosures, accessories and a range of solutions from world-class technology partnerships. The slow down in the economy has basically created postponement of purchase decisions and deferred projects. The slow down has increased focus on cost savings and increased business pressure to keep plants running, maintain performance and meet increasingly aggressive service-level agreements.

During the year Company has set up a state of the art Plating facilities with the latest technology at its Bangalore Plant. This will help improve not only the quality of existing products and services, but will also attract new business.

Technology Services:

The domestic sales of Technology Products was Rs.594 Lacs as against Rs.656 Lacs during the previous year, while Commission earned on direct sales were Rs. 43 Lacs as against Rs.127 Lacs during the previous year. The drop in TPD business was almost wholly on account of the global slow down which caused the IT industry to freeze all Capex investments during the year.

New Products development:

As always, the Company has continued to introduce new products as well as accessories and services.

A new enclosure family (under the brand name IMPress) was developed to meet the requirements of datacenter projects. This Cabinet range conforms to international DIN 41494 standards, and offers customers enhanced features such as cable management flexibility, quick and safe assembly, ease of installation and maintenance, open access and unlimited expandability.

Directors :

As per Articles of Association Mr. Rajeshwar Raj Bajaaj and Mr. Madhav Joshi retire by rotation in the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. Mr. Lakshman Bhatia, who retires by rotation, has not offered himself for reappointment as he is proceeding abroad on some other assignment. Your Board sincerely acknowledges his valuable contribution to the Company and wishes him good luck for his future assignment, wherever he may be. Your Board has decided not to fill up casual vacancy, for the time being, created by his retirement.

Auditors:

The auditors M/s Price Waterhouse, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Deposits:

There were no deposits outstanding as on 31st March 2010.

Subsidiary Companies:

Companys subsidiary, APW Systems MEA FZC, Sharjah has not done well during the year due to slow down in business and the melt down of Dubai economy in the third and fourth quarter of the year. In view of this Company has decided to close down APW Systems MEA FZC. Winding up procedures will be completed by the end of June 2010. The report consolidating the subsidiary accounts also forms part of this annual report.

Personnel:

The Industrial relations have been generally cordial. Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Director Report. However, as per provision of section 219(1)(b)(iv) of the said act, the Annual Report and Accounts are being sent to all members of the Company excluding aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Technical Knowhow:

The Company no longer has access to any technical knowhow from its collaborator, who continue to be in receivership. However, the Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company. Your Management is looking for new financial and / or technology partners with whom to form a strategic alliance, keeping in mind future business considerations.

Directors Responsibility Statement

Pursuant to sub-section 2A of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That 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) That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Conservation of Energy etc.:

Your Company has voluntarily undertaken the Energy Audit at its Bangalore Plant to initiate the conservation and savings in Power Consumption. Your Company has also set up a state of art Solar Heating Plant at its Pune Plant so as to be energy efficient.

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure A forming part of this report.

Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in practice regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure B.

FOR AND ON BEHALF OF THE BOARD E. A. ELIAS MUMBAI, May 17, 2010 MANAGING DIRECTOR

The Directors have pleasure in presenting the Sixteenth Annual Report together with audited accounts for the period ended 31st March 2000.

FINANCIAL RESULTS

(RUPEES IN MILLIONS) 31.03.2000 31.03.1999

Net Sales 185.707 152.311

Profit / (Loss) before interest and 25.798 16.317

Depreciation

Less: Interest 14.090 10.808

Depreciation 8.858 7.426

Profit / (Loss) Before Tax 2.850

Less: Provision for Tax 0.297 --

Profit / (Loss) After Tax 2.553 (1.917)

Less: Other Adjustments 0.584 (0.850)

1.969 (2.767)

Add : Balance brought forward 7.283 10.050

9.252 7.283

Appropriations

Proposed Dividend --

Transfer to General Reserve --

Balance carried forward 9.252 7.283

Total 9.252 7.283

Dividend: In view of rapid growth in sales turnover in the last quarter of the year under review (a trend which is continuing in the current year), it is decided to conserve the funds generated. These funds will be utilized towards increased Working Capital requirements and hence no Dividend has been recommended.

Sales turnover : The net sales (net of taxes) during the year were Rs 185.7 million, as against Rs 1 52.3 million in the previous year which shows 22% rise in Sales over previous year.

The growth in sales had been projected based on the demand from local Telecommunication equipment manufacturers. This demand was considerably short of projections during first three quarters of the year, and the tempo picked up only in the last quarter. The outlook for the current year looks considerably better as major policy initiatives by the Government have given a boost to the computer networking and telecommunications industries. These two business sectors are the major contributors towards demand for your Companys products.

Operating margins: Operating margins continue to be under pressure as the market has become competitively aggressive for the networking sector. In the telecommunication segment, since supply is to Original Equipment Manufacturers (OEMs), prices are negotiated for regular deliveries of volume business. This will therefore always be a low- margin activity. However, substantial volumes help in reducing unit costs of manufacture and sales. The overall profitability is expected to improve substantially in the current year due to substantial increase in production quantities.

Manufacturing facilities: During the year, your Company has focused on improving plant utilization. Hence major investments were not made in manufacturing equipment. However, substantial investment was made towards development and installation of an integrated information system, making extensive use of computerized systems to link the plants and offices around the country.

ISO Certification:

The Company has been continuously striving to achieve better quality products and standardising manufacturing procedures. Your Directors are pleased to inform you that the Pune and Bangalore manufacturing facilities each received the ISO 9001 certification.

Business operations:

Inspite of obvious political pressures from various lobbies, the Government worked to its agenda of liberalising the economy. This was particularly true of the Telecom sector. The Dept of Telecomm (DoT) has continued, and with increased pace, to clear the deck for Cellular Services, Wireless in Local Loop (WiLL), VSAT, and even the basic telephone services. New entrants are appearing on the scene almost every month.

For the networking business segment, there has been increased activity to set up ISPs, ASPs, and any number of dotcom operations throughout the country. This has created good demand for our products. Hence we expect substantial business growth to result from such activity.

Our Bangalore operations were set up to meet projected offtake from the Telecomm industry. In view of low business levels from this sectors in the first three quarters, we could not achieve our growth targets. In the current year business in Telecomm is expected to grow substantially. We are well-positioned to become one of the main suppliers of metal racks to this industry.

On the export front our performance continues to improve. Exports to Australia, Singapore, Middle East and Israel continued to grow. Exports sales achieved during the year were Rs 24 M as against Rs 21.56 M for the previous year. We have now developed fully some of the products from the VERO range and have been approved for regular supplies to their distributors in Hong Kong, Singapore and the Middle East. This activity should also add to the business in the future as we will become the single-source supplier to VERO offices and distributors in these regions. We have also recently appointed a Distributor for South Africa.

As you are aware, VERO Electronics was bought over by APW Inc. of US in 1998. In the current year, APW group is cultivating a single identity, and all companies in the group will be known as APW. Hence, VERO Electronics has changed its name to APW Electronics.

To reflect this change in our company also, APW has asked us to substitute VERO with APW in our companys name. This will give us a common identity with APW for our customers in the international market. It will also reinforce our position with the Indian arms of companies like Lucent, Ericsson, IBM and Sun who are among APWs worldwide customers. Thus the company name will change to: APW President Systems Ltd. This does not cause any change in the share-holding pattern of your company. The new name has been cleared by the Registrar of Companies, Maharashtra, and now requires to be approved by the shareholders at this General Body meeting.

New Products development : It has been another successful year for New Products development.

Many different enclosures have been developed to specific requirements of Telecomm customers like Lucent, Siemens, HFCL etc.

In view of the growing market for audio-video equipment, a completely new range of modular consoles has been developed. This product line is already becoming very popular with customers, also for security and monitoring systems.

The Year 2000 Issue (Y2K) : The Company has successfully managed the Y2K issue. All critical IT. systems covering business applications, process control, plant automation and other areas are Y2K compliant

Directors : Mr. Marc Rutty and Mr. Stewart Hicks retire from office by rotation and being eligible, offer themselves for re- election.

Mr. Desmond M. C. Doyle was appointed a Director on the Board to fill the casual vacancy caused by the resignation of Mr. David Thomson. Mr. Desmond M. C. Doyle vacates office at the forthcoming Annual general meeting, pursuant to Section 262 of the Companies act, 1956. Notices, in writing, have been received from some members signifying their intention to propose his candidature for the office of a Director.

Auditors: M/s S.B. Billimoria & Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Deposits: Company has not received deposits from Public. However, the Company has accepted deposits from Directors from time to time. There were no deposits outstanding as on 31st March 2000.

Personnel: The Industrial relations have been generally cordial.

List of employees covered under Section 217 (2A) of the Companies Act, 1956 is attached. (Please refer page 25).

Conservation of Energy etc.: Your Directors furnish hereunder the additional information as required under section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

A. Conservation of Energy

1. The Companys Production activity is not energy intensive. However, all measures are being taken for optimising energy usage.

2. Additional investments and proposals for reduction in consumption of energy.

3. Total energy consumption is 439818 kwh. Consumption per unit is not possible to give as the products are not standardised.

B. Technology Absorption

Report made in Technology Absorption

I Research & Development

1. Specific areas in which R&D carried by the Company

This is an on going process in the Company.

2. Benefits derived as a result of the above R&D

Improving quality and product reliability keeping to the international market demands.

3. Future plan of action

Development of new products, to improve product range and products application for other fields.

4. Expenditure on R & D Development work on product is continuous and

a) Capital is debited to Profit & Loss Account under

b) Recurring respective heads therein.

c) Total

II Technology, Absorption, Adaption & Innovation

1. Efforts made towards technology absorption, adaption, & innovation

The Company has in-house R&D facilities, in which new products development and improvements in processes are carried out.

2. Benefits derived due to above

All products are designed in-house. Prototypes are then developed and tested before introducing these products into the manufacturing range. The process of manufacturing established based on the product features.

FOR AND ON BEHALF OF THE BOARD E.A.ELIAS MANAGING DIRECTOR

PLACE:MUMBAI DATED:25 August 2000