Schneider Electric Infrastructure Ltd

Your Directors are pleased to present Fifteenth (15th) 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.

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.

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.

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.

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

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.

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.jsp.

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:

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.jsp

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 15th AGM.

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.

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.

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.

(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.

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

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

(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.

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.

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.

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_ enDocType=Institutional+Document&p_Doc_Ref=rpcad_ may25 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.

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.

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-?-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 athttps://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.

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.

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.

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.

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.

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 (10th) 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 (15th) 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 (20th)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.

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 15th AGM.

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 15th 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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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

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

The Company's shares are listed on BSE Limited and the National Stock Exchange of India Limited.

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

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.