Schneider Elect. Director Discussions


Dear Members,

Your Directors are pleased to present the Thirteenth (13th) Annual Report on the business and operations of Schneider Electric Infrastructure Limited ("the Company") along with the Audited Financial Statements for the year ended March 31, 2023.

Financial Results

(Rs in million)

Financial Year 2022-23 Financial Year 2021-22
Sales and Services 17,771.86 15,303.39
EBITDA 1,799.00 958.94
(As percentage of sales) 10.12% 6.27%
Depreciation 185.36 172.73
EBIT 1,766.67 786.21
Interest, net 530.44 484.89
Exceptional Items (153.03) 26
Profit/(Loss) after tax 1,236.23 276.22

Results of Operations and State of Companys affairs

Highlights of the Companys financial performance for the year ended March 31, 2023 are as under:

The Operating Revenue of the Company was at 17,771.86 million for financial year ended on March 31, 2023, compared to 15,303.39 million in financial year 2021-22. The increased profit after tax for the financial year 2022-23 stood at 1,236.23 million compared to 276.22 million reported in the previous year.

The update on quarterly and annual performance is shared with the members at appropriate times through publication of results, discussions at the analyst calls and uploading it on the Companys website.

Any other material changes and commitments

During the year under review, the Board of Directors of your Company in their meeting held on September 6, 2022, approved establishing a manufacturing unit in Kolkata to enhance the production capacity of Vacuum Interrupters & Vacuum Circuit Breakers to leverage the growth opportunities in a fast-changing business environment. The Company is on-track to commission its factory and start commercial production. The intimation in this regard with all requisite information, was submitted with the stock exchanges where shares of the Company are listed, for information to public at large.

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

Dividend and Dividend Distribution Policy

Keeping in view the Companys fund requirement for current expansion plan, your Directors have not recommended any dividend for the year ended March 31, 2023.

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

The policy can be accessed on the website of the Company 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 note on equity in the financial statements.

Share Capital

During the period under review, there was no change in the capital structure of the Company. The Authorised Share Capital of the Company is 2,300,000,000 divided into 250,000,000 Equity Shares of Rs. 2 each and 180,000,000 Cumulative Redeemable Preference Shares of 10 each.

The paid-up share capital is 2,198,208,070/- as on March 31, 2023, comprising of 239,104,035 equity shares of 2 each and 172,000,000 8% non-convertible preference shares of 10 each.

Extract of Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 ("the Act") read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return in the prescribed format (MGT-7) for the financial year ended March 31, 2023 is available on the website of the Company at https://infra-in.se.com/en/.

Directors

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

At the year ended March 31, 2023, the Board had six (6) Directors, comprising of two (2) Executive Directors, two (2) NonExecutive 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.

The year under review saw the following changes to the Board composition:

Appointment(s)/Re-appointment(s)

Based on the recommendation of the Nomination & Remuneration Committee ("NRC"), the Board of Directors in their meeting held on May 21, 2022, approved:

• appointment of Mr Pravin Kumar Purang (DIN: 02533080), as an Additional Non-Executive Independent Director, for a term of three (3) years effective from May 21, 2022;

Mr. Pravin Purang bring with him over 40 years of experience in the corporate sector and has contributed to the development of SMEs, while enhancing the Indian Industries Global Competitive Positioning. Apart from leading a very successful career in the corporate sector, Mr. Purang has been actively associated with academics for more than 35 years. Amongst many other awards and recognitions, Mr. Purang has been conferred the Excellence Award for Outstanding Contribution to Procurement & SCM Function at the Annual Event, National Convention 2015, Indian Institute of Materials Management (IIMM).

• re-appointment of Ms. Namrata Kaul (DIN: 00994532), as an Independent Woman Director for the second and final term of three (3) years effective from November 6, 2022. Ms. Kaul was also appointed as the Chairperson of the Company effective from May 21, 2022.

Ms. Kaul possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company. Basis the performance evaluation and given her professional background, experience and contributions made by her during her tenure, the NRC and Board believes that the continued association of Ms. Kaul is beneficial to the Company.

The appointment of Mr. Purang and re-appointment of Ms. Kaul were approved by the shareholders of the Company, through the Postal Ballot conducted electronically and resolution(s) deemed to be passed on Tuesday, August 2, 2022.

Brief profiles of Mr. Purang and Ms. Kaul can be accessed at the website of the Company at https://infra-in.se.com/.

Director Retiring by Rotation

As per the provisions of the Act, Mr Amol Phatak (DIN: 09149703), Whole-Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of NRC, the Board recommends his re-appointment.

Brief profile of Mr Phatak along with the disclosures required pursuant to the Listing Regulations and the Act are provided for attention of the Members in the Notice of 13th AGM.

Cessation(s)

During the financial year, the second and final term of former Independent Directors, viz. Mr Vinod Kumar Dhall, Mr. Ranjan Pant and Mr. VS. Vasudevan, concluded on the closure of business hours on May 21, 2022 and consequently they ceased to be the members on the Board and respective committees w.e.f. May 22, 2022.

Ms. Bidisha Nagaraj, resigned as the Non-Executive Director of the Company from the close of business hours on May 21, 2022.

The completion of tenure of Mr. Dhall. Mr. Vasudevan, Mr. Pant and resignation of Ms. Nagaraj were informed to the shareholders as part of the Boards Report of financial year 2021-22.

The Board places on record its appreciation for Mr Dhall, Mr. Vasudevan, Mr Pant and Ms. Nagaraj for their invaluable contributions and guidance during their respective tenures.

Further the Board constitution witnessed following changes post closure of the financial year and till the date of this Report:

• Mr. Sanjay Sudhakaran resigned from the position of the Managing Director and Chief Executive Officer ("MD & CEO") w.e.f. June 30, 2023, for pursuing career outside the organization.

The Board places on record its appreciation for Mr. Sudhakaran for his invaluable services during his association with the Company.

• The Board of Directors in their meeting held on June 29, 2023, based on recommendation of NRC, approved the appointment of Mr Deepak Sharma (DIN: 10059493), as an Additional Non-Executive Non-Independent Director, effective from June 30, 2023. His appointment is subject to approval of the shareholders.

Mr. Sharmas brief profile forms part of the Notice of 13th AGM and can also be accessed at the Companys website.

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

Declarations

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

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

b) they have registered their names in the Independent Directors Database;

c) 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.

Key Managerial Personnel(s) (KMPs)

There has been no change in any Key Managerial Personnel of the Company during the financial year

However, post closure of the financial year, following changes were witnessed:

a) Mr. Sanjay Sudhakaran resigned as the MD & CEO of the Company effective from June 30, 2023;

b) Mr. Mayank Holani resigned as the Chief Financial Officer of the Company with effect from the close of business hours on July 13, 2023.

The Board places on record its appreciation for the services provided by them during their association with the Company.

The Company is in process of identifying a suitable successor for the above KMP positions.

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

• Mr. Sanjay Sudhakaran, Managing Director and Chief Executive Officer;

• Mr. Amol Phatak, Whole-Time Director;

• Mr. Mayank Holani, Chief Financial Officer;

• Ms. Bhumika Sood, Company Secretary and Compliance Officer

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

Number of Board Meetings

The Board of Directors of the Company met five (5) times during the financial year 2022-23. For further details, please refer to Report on Corporate Governance, which forms a part 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

The NRC and the Board of Directors have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors and the Chairperson has to be made ("Board Evaluation").

The Board of Directors carried out an annual evaluation of its own performance, performance of the Directors individually, Chairperson, as well as the evaluation of the working of its statutory Committees through structured questionnaires, pursuant to the relevant provisions of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by Securities & Exchange Board of India (SEBI) on January 05, 2017.

The outcome of the Board Evaluation was discussed by the NRC and the Board at their respective meetings held on May 23, 2023.

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

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 determining the remuneration to be paid to directors, key managerial personnel and senior management personnel and criteria for appointment of directors. 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 Companys operations.

The policy is available on our website, at https://download.schneider- electric.com/files?p enDocType=Institutional+Document&p Doc Ref=Remuneration Policy 2019.

There has been no change in the policy during the financial year under review.

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

Committees of the Board

The Board supervises the execution of its responsibilities by the Committees and accordingly, has constituted sub-committees to focus on specific areas. The Committees of the Board play a crucial role in our governance structure ensuring that the right

level of attention and consideration are given to specific matters. The Committee 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 & Governance and Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

5. Risk Management Committee

In addition, the Board has constituted Finance and Banking Committee inter-alia to take 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 are provided in the Corporate Governance Report, 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 are placed before the Board for review.

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 COC. The Members of the Board annually confirm the compliance with the Code of Conduct to the Board.

Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, all contracts/arrangements/transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arms length basis. During the financial year 2022-23, the Company has not entered into any arrangement/transaction with related parties which could be considered material in accordance with the Companys policy on related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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.

The Companys policy on related party transactions is available on the website and can be accessed at https://download.schneider- electric.com/files?p enDocType=Institutional+Document&p Doc Ref=RP Transactions 2022.

Members may refer to notes to the Financial Statements which sets out the details of the related party transactions pursuant to Ind AS.

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 no amount of principal or interest was outstanding as on March 31, 2023.

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 I 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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), forms part of this Report and annexed as Annexure II.

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

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 (10th) AGM held on September 8, 2020 to hold office for a period of five (5) years till the conclusion of the Fifteenth (15th) AGM.

The report given by the Auditors on the Financial Statements of the Company for financial year 2022-23 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 virtually 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 2022-23.

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, 2023, 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, reappointed M/s. Shome & Banerjee as Cost Auditors for financial year 2023-24 as well. A resolution seeking ratification of the remuneration payable to the Cost Auditors for financial year 202324 forms part of the notice of the 13th AGM.

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.

Secretarial Auditors

M/s. Sanjay Grover and Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors to conduct an audit of the secretarial records for the financial year 2022-23 as required under Section 204 of the Act and rules made thereunder. The Secretarial Audit Report does not contain any adverse remarks or disclaimer. The Secretarial Audit Report for financial year 202223 forms part of this report as Annexure III.

To maintain the independence of audit, the Companys Management considered rotation of Secretarial Auditors for the year and evaluated few of the eminent practicing firms. Out of the shortlisted firms, the Board of Directors in its meeting held on May 23, 2023 appointed M/s. Chandrasekaran Associates, Company Secretaries, as the Secretarial Auditors for the financial year 202324. The Company has received consent from M/s. Chandrasekaran Associates, for acting as such for the year ended March 31, 2024.

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 2022-23 has also been submitted to the Stock Exchanges within the stipulated timeline.

The former Secretarial Auditors were also present virtually 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 2022-23, to conduct the Internal Audit on the basis of detailed Internal Audit Plan, approved by the Audit Committee.

Internal Audit and Internal Financial Control

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. In compliance to requirements of the Act, your Company has put in place, an independent and objective inhouse internal audit department designed to provide reasonable assurance with regards to the effectiveness and adequacy of the internal control system, processes and reliability of financial reporting. The internal audit plan is based on risk assessment, which is approved by the Audit Committee.

The in-house internal audit department, along with assistance from third party audit firms, provides audit assurance, add value to improve the Companys end to end processes through a systematic disciplined approach, from inception, through fieldwork to final reporting.

Also, as per requirements of the Act, a detailed internal financial control framework has been documented, reviewed and updated annually. 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 Companys statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations, if any.

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

Corporate Governance

Your Company considers Corporate Governance as an instrument to maximize value for all stakeholders, viz. investors, employees, shareholders, customers, suppliers, environment, and the community at large. A report on the 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 under separate section in this Annual Report.

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 Group Compliance Officer, who is independent of operating management. In line with the global practices, dedicated email IDs, a centralized database, a whistle-blower hotline, with multiple language options and a web-based portal have been created to facilitate receipt of complaints. All employees and stakeholders can register their integrity related concerns either by calling the toll-free number or by writing on the web-based portal.

Your Company investigates such complaints speedily confidentially and in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained. After the investigation, established cases are brought to the Schneider Electric Group Ethics Committee for decision-making. All whistle-blower cases are periodically presented and reported to the Companys Audit Committee. The details of this process are also provided in the Report on Corporate Governance forming part of this Annual Report and the Whistle Blower Policy is available on Companys website at https://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 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 31,2023, 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, 2023 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;

f) they have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively; and

g) 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.

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 Companys operations.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiary or associate, nor has entered any joint venture with any organisation.

Risk Management

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.

As one key element of the risk management framework, internal control procedures are designed to drive compliance with laws and regulations, application of policies and guidelines, effectiveness of the internal processes and timely remediation of deficiencies and reliability of financial reporting.

In compliance to requirements of the Act, your 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 any such negative outcome of risks and the measures required to cover the organisation from such risks.

During the year under review, the Board of Directors, on recommendation of the Risk Management Committee, approved revision in the existing Risk Management Policy of the Company to align the same with the amended provisions of the Listing Regulations. The revised policy includes the cyber security sectoral and market risks in the list of potential risks identified by the Company and covers the detailed commodity hedging framework.

Also, 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 at workplace and has adopted a Policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The essence of the policy is communicated to all employees across the organization at regular intervals through assimilation and awareness 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 is reported to the Audit Committee and Board of Directors of the Company on quarterly basis.

During the year under review, one (1) complaint was reported under the said policy which was later withdrawn by the complainant and therefore, no action was taken. It was ensured by ICC that the complaint was withdrawn under free will and not under any influence or coercion. Thereafter, the case was closed.

No complaint was pending for resolution at the end of the year.

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, 2023. However, in adherence to the provisions of section 125 of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the shares on which dividends were not claimed and the unclaimed dividends for seven (7) consecutive years were transferred in favor of IEPF Authority, during the financial year 2019-2020, in accordance with the provisions of the Act. As on March 31,2023, total 1,457,757 equity shares are 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=Insider trading 2020.

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.

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 CSR activities for the financial year 2022-23.

As part of its initiatives under CSR for the year under review, the Company has undertaken projects in the areas of Rural Electrification by providing access to electricity and mobile charging in remotest parts of the country.

Further, Schneider Electric (SE) Group ("Group") was actively involved in CSR activities during the previous years and has been positively impacting lives, through healthcare, education, skilling, and livelihood providing inclusive development of our communities and developed trust with our communities. The Group also aligned its programs to contribute to UN set Sustainable Development Goals 2030 ("SDG").

SE believe that Access to Energy is the basic human right and is the backbone of sustainable development. The Group initiatives are diversified and fall under our focus areas of 5 Es, viz. employment, electrification, environment, education and emergency and traverse across skilling the youth of the country in the electrical and solar domains, providing access to energy to Indian hinterland, educating young minds to become ambassadors of energy and environment conservation, restoring energy infrastructure during an emergency

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

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

To facilitate and help the youth of the country in achieving a financially stable life, SEIF has established 450+ skill development centers, providing training to 2,00,000 unemployed youth including 7000 females. Additionally, 1500 trainers were also trained in the field of energy through special programs provided by these skill development centers. 1200 entrepreneurs were also supported to become self-reliant and independent by starting their journey in energy profession. Though these initiatives, the Group contributed to SDG 2 of ‘Zero Hunger, SDG 5 of ‘Gender Equality and SDG 10 of ‘Reduced Inequalities.

Through its dedicated and well structed Rural Electrification program, the Group was able to benefit 40,000+ households living in far flung areas of Jharkhand, Bihar, Odisha, Arunachal Pradesh, Jammu & Kashmir, Tamil Nadu and Manipur in having access to clean and safe energy solution. This was done by providing solar roof top system to schools of border villages and community health centers, portable solar lamps & solar streetlights to tribal villages and solar UPS to Hospitals in the target areas. The project impacted the community many-folds by reducing the input cost at the same time enhancing agricultural output therefore increasing the overall income. The vision of the program is aligned with SDG 7 of Affordable and clean energy.

Working on its commitment to "Act for a climate positive world", the Group through its CSR initiatives has planted more than 3 lac saplings in different cities of 15 states in India. In addition to acting as a carbon sink and contributing towards SDG 13 of ‘Climate Action, the plantation activities have benefited many Farmers and Women groups from different SHG across the country.

To harness the power of all generation in building an energy and environment conscious society, the Group targeted the young minds of the country through our specially designed "Conserve My Planet program" and SHIF-Smita Programme. Under this, 90,000 school children belonging to 900 urban and 146 rural government schools of 15 different states were sensitized and certified as Green Ambassadors. Along with classroom learning the government schools were also supported with solar powered digital classroom infrastructure. Contributing to SDG 10 of ‘Reduced Inequalities and working on our Group efforts towards improving the access to education in India, 500 scholarships were given to meritorious engineering and diploma graduates from underprivileged and economically weaker section of the society.

The Group is always prepared to help people affected by natural calamities or other disasters. The Group has various mechanisms and systems in place to motivate, encourage and support its employees to participate in all the above initiatives and be an agent of a positive change in the society.

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").

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, 2023:

1. Mr. Pravin Kumar Purang

2. Mr. Sanjay Sudhakaran

3. Mr. Anil Chaudhry

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

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

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

Acknowledgments

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

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

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

On behalf of the Board of Directors,

For Schneider Electric Infrastructure Limited

Namrata Kaul

Chairperson

DIN:00994532

Date: June 29, 2023

Place: London