Your Directors are pleased to present Fifteenth (15^th) Annual Report on the business and operations of Schneider Electric
Infrastructure Limited ("Company") along with Audited Financial Statements for the year ended March 31,2025.

Financial Results

Results of Operations and State of Company's
affairs

Highlights of Company's financial performance for the
Financial year ended March 31,2025, are as under:

During financial year 2024-25, Company experienced a
positive growth over the previous year which was majorly
attributed to increase in revenue. The revenue of the
Company and profit after tax stood at ' 266,128 Lakhs and
' 26,789 Lakhs respectively for financial year ended on
March 31, 2025 as compared to revenue and profit after
tax at ' 221,598 Lakhs and ' 17,203 Lakhs respectively in
previous financial year, i.e. 2023-24.

Update on quarterly and annual performance were shared
with members at appropriate times through publication of
results in newspaper, discussions at the analyst calls and
disseminations.

For further update on performance of the Company during
Financial Year 2024-25, please refer to Management
Discussion and Analysis Report, forming part of this Annual
Report.

Any other material changes and commitments

There were no material changes and commitments affecting
financial position of the Company which have occurred
during the financial year of the Company and till the date of
this Boards' Report.

Dividend and Dividend Distribution Policy

Keeping in view the Company's fund requirements for
expansion, your Directors have not recommended any
dividend for the year 2024-25.

Your Company has formulated Dividend Distribution Policy
in accordance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the Listing Regulations”)
and any amendments thereto, for bringing transparency
in the matter of declaration of dividend and to protect the
interest of investors.

The policy can be accessed on website of the
Company at https://download.schneider-electric.com/
files?p enDocType=Institutional Document&p Doc
Ref=Dividend Distribution 2018.

Reserves

The details of reserves are provided under the notes on
equity in the financial statements.

Share Capital

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

The Authorized Share Capital of the Company as on March
31, 2025 is ' 2,300,000,000 divided into 250,000,000
Equity Shares of ' 2 each and 180,000,000 Cumulative
Redeemable Preference Shares of ' 10 each.

The paid-up share capital as on March 31, 2025 is
' 2,198,208,070/-, comprising of 239,104,035 equity shares
of ' 2 each and 172,000,000 8% Cumulative Redeemable
Preference Shares of ' 10 each.

Extract of Annual Return

In accordance with Section 92(3) of the Companies Act,
2013 (“the Act”), annual return in the e-form MGT-7 is
available on the website of the Company at https://infra-in.
se.com/en/investor/annual-returns.isp.

Directors

Your Company is managed by professional Board
comprising an optimum blend of Executive, Non-Executive
and Independent Directors. The Chairperson of the Board
is a Non-Executive Independent Woman Director.

At the year ended March 31, 2025, the Board had six (6)
Directors, comprising of two (2) Executive Directors, two (2)
Non-Executive Non-Independent Directors and two (2) Non¬
Executive Independent Directors including one (1) Woman
Independent Director. The complete list of Directors of the
Company has been provided in the Report on Corporate
Governance forming part of this Annual Report.

Up to the date of this report, the Board composition
witnessed the following changes:

Appointment/Re-appointment

Based on the recommendation of the Nomination &
Remuneration Committee (“NRC”), Board of Directors
("Board") approved:

? Appointment of Mr. Chinmoy Das (DIN: 10830577) as
an Additional Director and a Whole-Time Director for a
consecutive period of three (3) years with effect from
November 14, 2024.

The said appointment was approved by the Board at
its meeting held on November 14, 2024.

The above appointment was approved by the
shareholders of the Company, through Postal Ballot
process conducted electronically and resolution was
deemed to be passed on Saturday, December 21,
2024.

? Re-appointment of Mr. Pravin Kumar Purang (DIN:
02533080) as an Independent Director for second and
final term of three (3) years effective from May 21,2025.

The Board approved the said appointment by passing
resolution by circulation on April 11,2025.

The said reappointment was approved by the
shareholders of the Company, through the Postal
Ballot process conducted electronically and resolution
deemed to be passed on Friday, May 16, 2025.

Brief profiles of Mr. Chinmoy Das and Mr. Pravin Kumar
Purang are available on the Company's website at
https://infra in.se.com/en/investor/profile.isp

Director Retiring by Rotation

In accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Deepak Sharma (DIN:
10059493), Non-Executive Director, retire by rotation at the
ensuing AGM. The Board on the recommendation of NRC,
has recommended his re-appointment.

Brief profile of Mr. Sharma along with the disclosures
required pursuant to the Listing Regulations and the Act
are provided for attention of the Members in the Notice of
15^th AGM.

Cessation

During the financial year, following resignation took place:

? Mr. Amol Phatak resigned as Non-Executive Director
of the Company w.e.f. November 14, 2024, owing to
taking up new role within Schneider Electric Group and
time zone difference.

The Board places on record its appreciation for Mr. Phatak
for his invaluable contributions and guidance during his
tenure.

Change in Designation

During the financial year, in view of internal Schneider Group
changes, Mr. Amol Phatak moved to new role with Schneider
USA and accordingly, his designation changed from a
Whole-Time Director to Non-Executive Non-Independent
Director w.e.f. June 10, 2024. Thereafter Mr. Phatak
continued as Non-Executive Non-Independent Director till
November 14, 2024.

Code of Conduct

The Board has laid down Trust Charter (Code of Conduct)
for Directors, senior executives and employees of the
Company and the same can be accessed using the
following link: https://download.schneider-electric.com/
files?p enDocType = Institutional Document&p Doc
Ref=SEIL Code Of Conduct. All members of the Board
of Directors and Senior Management Personnel have
affirmed compliance with the Code of Conduct. The CEO
& Managing Director has also confirmed and certified the
same. The certification is enclosed as Annexure - A forming
part of Corporate Governnace Report of this Annual Report.

Declarations

The Company has received declarations from both
Independent Directors of the Company confirming that:

(i) they meet the criteria of independence prescribed
under the Act and the Listing Regulations;

(ii) they have registered their names in the Independent
Directors' Databank;

(iii) they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their

duties with an objective independent judgement and
without any external influence; and

(iv) they are not debarred from holding the office of Director
under any SEBI order or any other such authority.

List of key skills, expertise and core competencies of the
Board, including Independent Directors, forms a part of the
Corporate Governance Report of this Annual Report.

Key Managerial Personnel(s) (KMPs)

During the year, following changes occurred in the Key
Managerial Personnels (KMPs) of the Company:

Appointment(s)

Mr. Sumit Goel was appointed as the Company Secretary
and Compliance Officer w.e.f. August 29, 2024.

Cessation(s)

(i) Ms. Bhumika Sood resigned from the position of
Company Secretary and Compliance Officer w.e.f.
from close of business hours on June 10, 2024.

(ii) Mr. Amol Phatak ceased to be the Whole-Time Director,
w.e.f. June 10, 2024, due to internal role change.

As at the date of this report, the Company has following
KMPs:

(i) Mr. Udai Singh, Managing Director and Chief Executive
Officer;

(ii) Ms. Suparna Banerjee Bhattacharyya, Chief Financial
Officer;

(iii) Mr. Sumit Goel, Company Secretary and Compliance
Officer.

Board Meetings

Six (6) meetings of the Board were held during the year under
review. The details of meetings and Director's attendance
are provided in the Corporate Governance Report of this
Annual Report.

The gap intervening between two meetings of the Board
was within the time prescribed under the Act and the Listing
Regulations.

Annual Performance Evaluation

To comply with the provisions of Section 134(3)(p) of the
Act and Rules made thereunder and Regulation 17(10) of
the Listing Regulations, NRC and Board of Directors have
put in the place a robust framework for annual evaluation
of the performance of the Board, working of its statutory
Committees, Individual Directors and the Chairperson
including the Independent Directors and Board as a whole,
keeping in view the Board priorities and practices (“Board
Evaluation”).

Further, to comply with Regulation 25(4) of the Listing
Regulations, Independent Directors also evaluated the
performance of Non-Independent Directors, Chairperson
and Board as a whole at a separate meeting of Independent
Directors.

The Board Evaluation was carried out through structured
questionnaires, pursuant to the relevant provisions of the

Act, the Listing Regulations and the Guidance Note on
Board Evaluation issued by SEBI.

The responses were analyzed, and the outcome of the
Board Evaluation was subsequently discussed by the NRC
and the Board at their respective meetings held on May
26, 2025.

The Board is of the opinion that all the Directors including
Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold
highest standards of integrity (including the proficiency)
and fulfils the conditions specified in the Act read with Rules
made thereunder and the Lisitng Regulations.

Policy on Directors' appointment and remuneration

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

The Board on the recommendation of NRC, adopted
the policy on remuneration to be paid to Directors, Key
Managerial Personnel and other employees and criteria for
appointment of Directors (“Policy”). The said Policy sets
out the guiding principles for NRC to identify the persons
who are qualified to become Directors and to determine
the independence of Directors, while considering their
appointment as Independent Directors of the Company,
in terms of sub-section (3) of Section 178 of the Act and
Regulation 19 read with Part D of Schedule II to the Listing
Regulations. The Policy also provides for the factors in
evaluating the suitability of individual Board members with
diverse background and experience that are relevant for the
Company's operations.

Considering evolving governance practices and regulatory
requirements, the Policy was amended and approved by
the NRC and Board at their respective meetings held on
May 26, 2025.

The updated policy is available on Company's website,
at https://download.schneider-electric.com/files?p
enDocTvpe=Institutional Document&p Doc Ref=rpcad
mav25

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

The details on the remuneration paid to the Directors are
provided in the Corporate Governance Report forming part
of this Annual Report.

Committees of the Board

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

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

1. Audit Committee

2. Nomination and Remuneration Committee

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

4. Stakeholders Relationship Committee

5. Risk Management Committee

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

An all-inclusive update on composition, terms of reference
and number of meetings held for each committee and details
of related policies are provided in the Report on Corporate
Governance, which forms part of this Annual Report.

During the year, all recommendations made by each of the
Committees were accepted by the Board. The minutes of
the meetings of all the Committees were placed before the
Board for noting.

Related Party Transactions

In line with requirements of the Act and the Listing
Regulations, all contracts/arrangements/transactions
entered into by the Company with its related parties during
the year under review, were in ordinary course of business
and on an arm's length basis. During the financial year 2024¬
25, the Company entered into certain material related party
transactions in accordance with the Company's policy on
related party transactions ("RPT Policy") and with requisite
approval(s) obtained from the Audit Committee, Board and
Shareholders of the Company.

The shareholders, through an electronic postal ballot
process, approved the resolutions deemed to be passed on
March 30, 2025, authorizing the Company to enter into and/
or continue Material Related Party Transactions, contracts,
arrangements, or agreements with certain group entities.

Form AOC-2 with necessary disclosure with respect to
the material related party transactions, in terms of Section
134(3) (h) read with Section 188 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014, is attached as
Annexure I, to this Boards' Report.

All related party transactions were entered into with the prior
approval of the Audit Committee and omnibus approval was
obtained for unforeseeable transactions. A report on the
transactions, specifying the nature, value and terms and
conditions of the same, done during the quarter vis-a-vis
the approval granted are presented to the Audit Committee
on a quarterly basis for its review.

During the year, the Board approved amendment to the
RPT Policy at its meeting on February 11, 2025, based on
the Audit Committee's recommendation. These changes
were made to incorporate the amendments to the Listing
Regulations.

The Company's updated RPT Policy is available on the website
and can be accessed at https://download.schneider-electric.

com/files?p enDocType=Institutional Document&p Doc
Ref=policy rpt feb11.

Members may refer to notes to the Financial Statements
setting out the details of the related party transactions
pursuant to Indian Accounting Standards.

Deposits

Your Company has neither accepted nor renewed any
deposits from public within the meaning of Section 73 of
the Act read with Companies (Acceptance of Deposits)
Rules, 2014, during the year under review and accordingly,
no amount of principal or interest was outstanding as on
March 31,2025.

Loans, Guarantees, Securities and Investments

During the year under review, the Company has neither
extended any loan, or guarantees or provided any security
on guarantees nor made any investments in terms of the
provision of Section 186 of the Act.

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings & Outgo

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

Particulars of Employees and Remuneration

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

In terms of provision of Section 136 of the Act and Rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Report is being sent
to the Members of the Company excluding the statement of
particulars of employees as prescribed under Rule 5(2) of
the Rules. The said information is available for inspection
at the registered office of the Company up to the date of
the forthcoming AGM. Any member interested in obtaining
a copy of the said statement may write to the Company
Secretary and the same will be furnished upon such request.

Auditors

Statutory Auditors

M/s. S. N. Dhawan & Co. LLP, Chartered Accountants (Firm
Registration No. 000050N/N500045) were appointed as
Statutory Auditors of the Company at the Tenth (10^th) AGM
of the Company held on September 8, 2020 to hold office for
a period of five (5) years till the conclusion of the Fifteenth
(15^th) AGM.

In terms of 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.

Pursuant to the provisions of Section 139 of the Act, the Board
on recommendation of the Audit Committee, re-appointed
M/s. S. N. Dhawan & Co. LLP, Chartered Accountants as the
Statutory Auditors of the Company for a second term of five
(5) consecutive years to hold office from the conclusion of
the ensuing AGM till the conclusion of Twentieth (20^th)AGM
of the Company, subject to approval of the Members at the
ensuing AGM.

The Company has received confirmation from Statutory
Auditors to the effect that their re-appointment, if made, will
be in accordance with the limits specified under the Act and
the firm satisfies the criteria specified in Section 141 of the
Act read with Rule 4 of the Companies (Audit and Auditors)
Rules, 2014.

The report given by the Auditors on the Financial Statements
of the Company for financial year 2024-25 forms part of this
Annual Report. There has been no qualification, reservation
or adverse remarks given by the Auditor in their report
affecting the financial position of the Company.

Further, the Auditors Report being self-explanatory does not
call for any further comments from the Board of Directors.

During the year under the 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.

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

Cost Auditors

M/s. Shome & Banerjee, Cost Accountants, Kolkata (Firm
Registration No. 000001) were appointed as the Cost
Auditors, to audit the cost accounts of the Company for the
financial year 2024-25.

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, 2025,
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.

The Board, on the recommendation of the Audit Committee,
re-appointed M/s. Shome & Banerjee as Cost Auditors for
financial year 2025-26.

The Company has received a certificate confirming their
eligibility and consent to act as the Cost Auditors, in
accordance with the limits specified under Section 141 of
the Act and Rules framed thereunder.

A resolution seeking ratification of the remuneration payable
to M/s. Shome & Banerjee as Cost Auditors for financial year
2025-26 forms part of the notice of the 15^th AGM.

Secretarial Auditors

Pursuant to the amended provisions of Regulation 24A of
the Listing Regulations and Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee and
the Board of Directors have approved and recommended

the appointment of M/s. Sanjay Grover & Associates, Peer
Reviewed Firm of Company Secretaries in Practice (Firm
Registration Number: P2001DE052900) as Secretarial
Auditors of the Company for a term of 5 (Five) consecutive
years on payment of such remuneration as may be mutually
agreed between the Board and the Secretarial Auditors
from time to time.

A resolution seeking approval on proposed appointment
of Secretarial Auditor forms part of the notice of the 15^th
AGM. M/s. Sanjay Grover & Associates have given their
consent to act as Secretarial Auditors of the Company
and confirmed that their aforesaid appointment (if made)
would be within the prescribed limits under the Act & Rules
made thereunder and Lisitng Regulations. They have also
confirmed that they are not the disqualified to be appointed
as Secretarial Auditors in terms of provisions of the Act &
Rules made thereunder and the Lisitng Regulations.

M/s. Sanjay Grover & Associates were appointed as
Secretarial Auditors to conduct an audit of the secretarial
records for the financial year 2024-25 as required under
Section 204 of the Act and rules made thereunder. The
Secretarial Audit Report does not contain any adverse
remarks or disclaimer and forms part of this report as
Annexure IV.

Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019
dated February 8, 2019, 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
2024-25 has also been submitted to the Stock Exchanges
within the stipulated timeline.

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

Internal Auditor

The Board of Directors based on the recommendation of the
Audit Committee, appointed Mr. Vinay Kumar Awasthi as an
Internal Auditor of the Company for the financial year 2024¬
25, to conduct the Internal Audit on the basis of detailed
Internal Audit Plan, approved by the Audit Committee.

Mr. Awasthi has been re-appointed as the Internal Auditor
of the Company for financial year 2025-26.

Internal Audit and Internal Financial Control

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

In compliance to 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 Committee.

The in-house internal audit department, along with
assistance from third party audit firms, 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 Committee does 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 Audit
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 Governance

Conducting our business with integrity and highest level
of governance has been core to our corporate behaviour.
Our Corporate Governance framework has evolved
over the years underpinned by our core components of
management, transparency, regulatory, legal compliance,
ethics, stakeholders interest, data privacy, and managing
risk. A report on Corporate Governance, as stipulated under
Regulation 34 of the Listing Regulations, setting out the
governance structure, principal activities of Board and its
Committees and the policies and practices that enable the
Board to fulfill its responsibilities together with a Certificate
from a Practicing Company Secretary regarding compliance
of the conditions of Corporate Governance, is provided as
Annexure D forming part of Corporate Governance Report
of this Annual Report. A Certificate from the CEO and CFO
of the Company in terms of the Listing Regulations, inter-
alia, confirming the correctness of the financial statements
and cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee,
is also annexed as Annexure B of Corporate Governance
Report.

Compliance

The Company leverages a robust compliance management
tool which is designed to streamline and manage compliance
tracking and reporting across all functions. The tool has been
systematically rolled out to record and track compliance
of the Company. Customised compliance checklists are
developed for each operating unit based on discussions
with the respective teams, and a centralised compliance
repository is available for user reference. Compliance based
tasks are mapped to respective users, who in turn ensure to

complete the same within stipulated timelines and update
the necessary systems to facilitate monitoring. Any changes
in the regulatory landscape are suitably built into the system
from time to time.

Whistle Blower Policy/ Vigil Mechanism

The Company has in place a robust vigil mechanism for
reporting genuine concerns through its Whistle Blower
Policy. As per the policy adopted, all complaints are reported
to the Regional Compliance Officer, who is independent of
operating management. In line with the global practices,
dedicated email IDs, a centralized database, a whistle¬
blower hotline, with multiple language options and a web-
based portal have been created to facilitate receipt of
complaints. All employees and stakeholders can register
their integrity related concerns either by calling the toll-free
number or by writing on the web-based portal.

Your Company investigates such complaints speedily,
confidentially and in an impartial manner and take
appropriate action to ensure that the requisite standards
of professional and ethical conduct are always maintained.
After the investigation, established cases are brought to
the Zone Compliance Committee for decision-making.
All whistle-blower cases are periodically presented
and reported to the Company's Audit Committee. The
details of this process are also provided in the Corporate
Governance Report forming part of this Annual Report
and the Whistle Blower Policy is available on Company's
website at https://download.schneider-electric.com/files?p
enDocType=Institutional Document&p Doc Ref=Whistle
Blower 2018.

It is affirmed that no personnel of the Company have been
denied access to the Chairperson of Audit Committee.

Directors' Responsibility Statement

The Board of Directors, to the best of their knowledge and
ability, confirm that:

a) in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards had been followed and there is
no material departure 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 on March 31,
2025 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 Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared 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 were adequate and 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.

Significant and Material Orders passed by the
Courts and Tribunals

There has been no significant and material order passed by
the Regulators or Courts or Tribunals impacting the going
concern status and Company's operations.

Subsidiaries, Joint Ventures, and Associate
Companies

The Company neither has any subsidiary or associate, nor
has entered any joint venture with any organisation.

Risk Management

One of the core assets of the risk management practice is a
unique risk taxonomy, used by the different domains within

the organization. The Company recognizes that each risk
nature is unique, and therefore requires a unique approach
in the way risks within each nature are identified, assessed,
monitored, and mitigated.

Building a strong risk management culture and mechanisms
takes a great deal of work and effective collaboration. The
Company has set up a robust risk management framework
across the organization which facilitates identification,
assessment, communication and management of risk
in effective manner. All five essential components of
Committee of Sponsoring Organization (COSO) framework

i.e., control environment, risk assessment, control activities,
information communication and monitoring are considered
while defining the control objective, as the intent is to ensure
adherence to Company defined guidelines along with
value addition through improvement in existing Company
processes.

In compliance to requirements of the Act, the Company
has also developed and implemented Risk Management
Policy, emphasizing on assessment procedures for risk
minimization. These procedures are periodically reviewed to
ensure that the executive management controls risk through
means of a properly defined framework, which is in line with
best practices of current risk management.

The primary objective of our Risk Management Policy is to
assess the level of impact from such any negative outcome
of risks and the measures required to cover the Company
from such risks.

In compliance to the Listing Regulations, the Board has
constituted a Risk Management Committee to ensure that
current Risk Management Policy achieves the objectives of
operational efficiency and effectiveness, informed decision
making, protection of people and assets and compliance

with applicable laws and regulations. The details of the same
are available in Corporate Governance Report forming part
of this Annual Report.

The Risk Management Policy of the Company can be accessed
using the following link: https://download.schneider-electric.
com/files?p enDocType=Institutional Document&p Doc
Ref=SEIL RiskPol.

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 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 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 essence of the policy is communicated to all employees
across the organization at regular intervals through
assimilation awareness and training programs.

Pursuant to the above provisions, 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.

A brief update on these cases were reported to the Audit
Committee and Board of Directors of the Company on
quarterly basis.

The Company did not receive any complaint during the year,
under the Sexual Harassment policy.

Also, no complaint was pending at the beginning of the
financial year 2024-25.

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

No transfers of unpaid dividend and shares in IEPF were
executed during the financial year ended March 31, 2025.
However, in adherence to the provisions of section 125 of
the Act, read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016
the (“IEPF Rules”), the shares on which dividends were
not claimed and the unclaimed dividends for seven (7)
consecutive years were transferred in favor of IEPF Authority,
during the financial year 2019-2020, in accordance with the
provisions of the Act.

As on March 31,2025, total 1,440,402 shares were lying with
the IEPF Authority.

Your Company duly followed the procedure for transfer
of shares and dividends as laid under the Act, the Listing
Regulations and IEPF Rules and had sent the notices to
the respective shareholders who have not claimed their
dividend for the last seven (7) consecutive years.

Code of Conduct for Prevention of Insider Trading

The objective of the Code of Conduct for Prevention of
Insider Trading (“Code”) of the Company is to protect
the interest of shareholders at large, prevent misuse of
any unpublished price sensitive information and prevent
any insider trading activity by dealing in shares of the
Company by its Designated Persons. The Code adopted
by the Company, in accordance with SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended from time
to time, is uploaded on the website of the Company and
can be accessed at https://download.schneider-electric.
com/files?p enDocType=Institutional Document&p Doc
Ref=Policy pit 25

Management Discussion and Analysis Report

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

Cautionary Statement

Statements in the Boards' Report and the Management
Discussion & Analysis Report describing the Company's
objectives, expectations or forecasts may be forward looking
within the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statement.

Corporate Social Responsibility

Your Company reported profits during the previous financial
year, owing to which the Company was obliged to spend
an earmarked amount in terms of the provisions of the Act,
towards its Corporate Social Responsibility (CSR) activities
for the financial year 2024-25.

As part of its Corporate Social Responsibility (CSR)
initiatives during the year, the Company placed a strategic
focus on youth empowerment by establishing industry¬
relevant vocational training centers. Additionally, the
Company continued its efforts to enhance access to energy
for underprivileged and marginalized communities.

In order to reflect the element of sustainability/ESG
principles within the scope of CSR, the Board of Directors in
its meeting held on November 3, 2022 approved changing
the nomenclature of CSR Committee to Environmental,
Social and Governance and Corporate Social Responsibility
Committee (“ESG & CSR Committee”).

Further, the Board in its meeting held on November 7, 2023,
adopted the ESG Charter for the purpose of integrating ESG
into the business strategy and to define the sustainability
governance and ambitions of the Company.

In terms of the provisions of Section 135 of the Act and
the rules framed thereunder, the ESG & CSR Committee
constituted by the Board, had the following Directors as
members, as at March 31,2025:

1. Mr. Pravin Kumar Purang

2. Mr. Anil Chaudhry

3. Mr. Deepak Sharma

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

The Company has in place a CSR policy which can be
accessed at https://download.schneider-electric.com/
files?p enDocType = Institutional Document&p Doc
Ref=CSR policy 2021.

Business Responsibility and Sustainability Report

The foundation of the Company's sustainability strategy is
the belief that investing in the transition to a more sustainable
world is not only the right thing to do, but it also drives the
Company's competitiveness, innovation and resilience. Your

Company has embedded in its core business philosophy,
the vision of societal welfare and environmental protection.
In compliance with Regulation 34(2)(f) of the Listing
Regulations, the Business Responsibility and Sustainability
Report (BRSR) indicating Company's performance against
the principles of the ‘National Guidelines on Responsible
Business Conduct', and describing the initiatives taken by
the Company from environmental, social and governance
perspective, forms part of this Annual Report.

Other Disclosures

Secretarial Standards

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

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 amount of the valuation
done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial
Institutions along with reasons thereof

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

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 BSE Limited and the
National Stock Exchange of India Limited.

General

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

Acknowledgments

Your Board takes this opportunity to place on record its
deep and sincere appreciation and gratitude towards the
shareholders, customers, business partners, vendors,
bankers, financial institutions, and academic institutions for
their wholehearted and continuous support to the Company,
during the year.

The Board also immensely thank all the Departments of
Government of India, the various ministries of the state
governments, the central and state electricity regulatory
authorities, tax authorities, and local authorities in areas
where we are operational in India, for the co-operation
rendered during the year.

Finally, we place on record our appreciation for the
dedicated efforts and consistent made by the employees
at all levels and their families, to ensure that the Company
continues to grow and excel.

We look forward to their continued support in the future.

On behalf of the Board of Directors
For Schneider Electric Infrastructure Limited

(Namrata Kaul)

Date: May 26, 2025 Chairperson

Place: Gurugram DIN: 00994532