Proceedings of the 31st Annual General Meeting held on 31st July 2026

July 31, 2026 BSE Limited National Stock Exchange of India Limited Department of Corporate Services Listing Department Floor 25, P. J. Towers, “Exchange Plaza”, Dalal Street, C-1, Block G, Bandra – Kurla Complex, Mumbai-400 001 Bandra (E), Mumbai – 400 051 Scrip Code: 532051 Scrip Symbol: SWELECTES Sub: Proceedings of 31st Annual General Meeting (AGM). We wish to inform you that the 31st Annual General Meeting (AGM) of the Company was held on 31st July 2026 through Video Conferencing (VC) facility or Other Audio-Visual Means (OAVM). Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Proceedings of the 31st Annual General Meeting (AGM). We request you to kindly take on record the above compliance. Thanking You, Yours Faithfully, For SWELECT ENERGY SYSTEMS LIMITED J. Bhuvaneswari Company Secretary & Compliance Officer Encl.: as above Proceedings of 31st Annual General Meeting The 31st Annual General Meeting (AGM) of the Members of SWELECT Energy Systems Limited was held on Friday, 31st July 2026 at 3:30 P.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM). Mr. S. Annadurai, Chairman of the Company occupied the Chair and welcomed the members to the Meeting which was held through VC / OAVM as permitted by the Ministry of Corporate Affairs through their circulars. As the requisite quorum was present, the Chairman called the meeting to order. He introduced the Executive Directors, Non- Executive Directors, Independent Directors and Key Managerial Personnel of the Company. He further introduced the representatives of the Statutory Auditors - M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Secretarial Auditor - M/s. KRA & Associates, Internal Auditors - M/s. S K Ram Associates, Cost Auditors – Ravichandran Bhagyalakshmi & Associates and Scrutinizer – Mr. P Eswaramoorthy, proprietor of M/s. P. Eswaramoorthy and Company, Company Secretaries were present at the meeting. The Chairman informed that the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, a certificate from the Secretarial Auditor of the Company certifying that the SWELECT Employees Stock Option Scheme, 2025 has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, were made available in www.evotingindia.com for viewing by members of the Company during the continuation of the meeting. Further the Chairman informed that the Notice to shareholders along with the addendum to the notice for convening the 31st Annual General Meeting along with a copy of the Annual Report for the year ended 31st March 2026 have already been circulated through email to those Members whose e-mail addresses are registered with the Depository Participants or Company’s Registrar & Transfer Agent, Cameo Corporate Services Limited. The requirement of sending physical copies of the Notice of the AGM and Annual Report for the financial year 2025-26 has been dispensed with vide the circulars issued by MCA and SEBI LODR Regulations, 2015. However, as per the SEBI LODR Regulations, 2015, the Company has sent physical copies of the same to those shareholders who have requested for the same. Thereafter the Chairman said that the Notice and the addendum notice of the 31st AGM was taken as read. The Chairman informed that the Statutory Auditors’ in their Report on the financial statements of the Company for the financial year ended 31st March 2026 have given an unmodified opinion on the financial statements or matters having any adverse effect on the functioning of the Company. The same has already been circulated to the members of the Company and taken as read. The Chairman informed that the Secretarial Audit Report for the financial year ended 31st March 2026 has no qualification or observation or comments. The Chairman informed that, the Company had provided remote electronic voting facility on the Central Depository Services (India) Limited’s (CDSL) e-voting platform for transacting the businesses as contained in the Notice and Addendum notice of AGM and that the Remote e-voting period commenced on 28th July 2026 (9.00 a.m. IST) and ended on 30th July 2026 (5.00 p.m. IST) and e-voting module was disabled by CDSL thereafter. The Chairman further informed that the shareholders as on the Record date, i.e., 24th July 2026, who did not cast their vote through Remote e-voting may cast their vote during this meeting and members who have voted through Remote e-voting cannot vote again through e-voting during the meeting. The Chairman further stated that the Board of Directors had appointed M/s. P. Eswaramoorthy and Company, Company Secretaries as the Scrutinizer for conducting the e-voting process in a fair and transparent manner, for the Remote e-voting as well as for the E-voting during the Annual General Meeting. The Chairman then requested the Company Secretary, to read out the subject matter of the businesses to be taken at the meeting. The Company Secretary informed that the members who have not cast their votes through remote e-voting may vote through e-voting by using their user id and password during the meeting. The e-voting platform of CDSL (www.evotingindia.com) and NSDL (https://www.evoting.nsdl.com/) will be available for e-voting by members until the conclusion of the meeting. The Company Secretary has read the following subject matter of the businesses proposed in the Notice. Resolution Ordinary Business: 1. Ordinary Resolution: Adoption of the audited financial statements of the Company for the financial year ended 31st March, 2026, the reports of the Board of Directors and Auditors thereon 2. Ordinary Resolution: Declaration of Final Dividend for the financial year ended 31st March, 2026 3. Ordinary Resolution: Appointment of Mr. K V Nachiappan (DIN: 00017182) as a Director, liable to retire by rotation 4. Ordinary Resolution: Appointment of Mrs. Jayashree Nachiappan (DIN: 03173327) as a Director, liable to retire by rotation Resolution Special Business: 5. Special Resolution: Approval of remuneration of Mr. K V Nachiappan (DIN: 00017182), Whole Time Director of the Company 6. Special Resolution: Revision of remuneration of Mr. V C Raghunath (DIN: 00703922), Whole Time Director of the Company. 7. Special Resolution: Revision of remuneration of Ms. V C Mirunalini (DIN: 07860175), Whole Time Director of the Company 8. Ordinary Resolution: Approval of remuneration payable to Ms. Aarthi Balan, being a relative of Director, who occupies office or place of profit 9. Ordinary Resolution: Approval of remuneration payable to Ms. Preetha Balan, being a relative of Director, who occupies office or place of profit 10. Ordinary Resolution: Ratification of remuneration of Cost Auditors 11. Special Resolution: Approval for increasing the borrowing powers of the Company 12. Special Resolution: Authorisation to create charge on properties of the Company, both present and future 13. Special Resolution: Approval for increasing the limit with respect to giving loan or guarantee or providing security under Section 185 of the Companies Act, 2013 14. Special Resolution: Approval for increasing the limit with respect to providing loan, guarantee and security and investment under section 186 of the Companies Act, 2013 15. Ordinary Resolution: Approval of Material Related Party Transactions with the subsidiary of the Company viz., USolar Assetco Four Private Limited. 16. Ordinary Resolution: Approval of Material Related Party Transactions of SWELECT SolarKraft Private Limited with Gridnex Solar Power Private Limited 17. Ordinary Resolution: Approval of Material Related Party Transactions between the Company and Gridnex Solar Power Private Limited The Chairman invited the Whole-time Director and Vice Chair [Showing first 8,000 characters — download PDF for full document]