Your Directors are pleased to present the Fourteenth (14^th) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31,2024.

Financial Results

('' In lakhs)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Income including other income	221,598	178,939
EBITDA	30,505	17,991
(As percentage of sales)	13.82%	10.12%
Depreciation	2,205	1,854
EBIT	28,300	16,137
Interest, net	6,889	5,304
Exceptional Items	412	(1,530)
Profit/(Loss) after tax	17,203	12,363

Results of Operations and State of Company''s affairs

Highlights of the Company''s financial performance for the year ended March 31,2024 are as under:

The 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 '' 221,598 Lakhs and '' 17,203 Lakhs for financial year ended on March 31,2024 as compared to revenue and profit after tax at '' 178,939 and '' 12,363 Lakhs respectively in previous financial year, i.e. 2022-23.

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 website uploads.

For further update on performance of the Company in financial year 2023-24, 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 the financial position of the Company which have occurred during the financial year till the date of the Board''s Report.

Dividend and Dividend Distribution Policy

Keeping in view the Company''s fund requirements for expansion plans, your Directors does not recommend any dividend for the year ended March 31,2024.

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://infra-in.se.com/en/investor/reports/policies.isp.

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 '' 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, 2024, 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”), the 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 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.

As at March 31, 2024, the Board had six (6) Directors, comprising of two (2) Executive Directors, two (2) NonExecutive Non-Independent Directors and two (2) NonExecutive 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 June 29, 2023 approved:

? appointment of Mr. Deepak Sharma (DIN: 10059493), as an Additional Non-Executive Director, effective from June 30, 2023;

Mr. Deepak Sharma brings with him over 30 years of experience in the corporate sector with ~24 years at Schneider Electric handling diverse roles based out of India, France, China, and the USA across Energy Management & Industrial Automation businesses. In his previous roles, Mr. Sharma led the integration of L&T Electrical and Automation Business with Schneider Electric, as SVP, Mergers & Acquisition.

The above appointment was approved by the shareholders of the Company at its 13^th Annual General Meeting (AGM).

? appointment of Mr. Udai Singh (DIN: 10311583), as an Additional Director, Managing Director (MD) & Chief Executive Officer (CEO) for a consecutive period of 3 (three) years effective from September 15, 2023.

Mr. Udai Singh has around 30 years of experience and has held various roles in the areas of Sales, Marketing, Projects & Contract management, and Manufacturing operations. Prior to his current role as Electrical Systems Equipment (ESE) - BU VP, Mr. Singh was heading Sales & After Sales for India, SAARC & Africa along with key account management.

The said appointment was approved by the shareholders of the Company, through the Postal Ballot process conducted electronically and resolution deemed to be passed on Saturday, December 9, 2023.

Detailed profiles of Mr. Sharma and Mr. Singh can be accessed at the website of the Company.

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. In the opinion of the NRC and Board, all the directors, including the directors appointed/ re-appointed during the year, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Director Retiring by Rotation

In accordance with the provisions of Act and the Articles of Association of the Company, Mr. Anil Chaudhry (DIN: 03213517), Non-Executive Director, retire by rotation at the ensuing AGM. The Board of Directors, on the recommendation of NRC, has recommended his reappointment.

Brief profile of Mr. Chaudhry along with the disclosures required pursuant to the Listing Regulations and the Act are provided for attention of the Members in the Notice of 14^th AGM.

Cessation(s)

During the financial year, the following resignations took place:

? 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 resignation of Mr. Sudhakaran was informed to the shareholders as part of the Board''s Report of financial year 2022-23.

? Mr. Arnab Roy resigned as the Non-Executive Director of the Company w.e.f. close of business hours on September 14, 2023.

The Board places on record its appreciation for Mr. Sudhakaran and Mr. Roy for their invaluable contributions and guidance during their respective tenures.

Change in Designation

Further, post the closure of financial year and as on the date of this Report, in view of internal Schneider Group changes, Mr. Amol Phatak shall be taking up a new role with Schneider USA and accordingly, shall cease to be a Whole-Time Director on Board of the Company w.e.f. June 10, 2024. Mr. Phatak will continue as a Non-Executive NonIndependent Director.

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://infra-in.se.com/en/investor/code-of-conduct.isp. The Members of the Board, Senior Management Personnel and Key Managerial Personnel annually confirm the compliance of the Code of Conduct to the Board.

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'' Databank;

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.

d) they are not debarred from holding the office of director under any SEBI order or any other such authority.

Key Managerial Personnel(s)

During the financial year 2023-24 and till the date of this Report, the following changes occurred in Key Managerial Personnels (KMPs) of the Company:

Appointment(s)

? Mr. Udai Singh was appointed as Managing Director and Chief Executive Officer w.e.f. September 15, 2023; and

? Ms. Suparna Banerjee Bhattacharyya was appointed as Chief Financial Officer w.e.f. August 9, 2023.

Cessation(s)

? Mr. Sanjay Sudhakaran resigned from the position of Managing Director & Chief Executive Officer of the Company w.e.f. June 30, 2023;

? Mr. Mayank Holani resigned from the position of Chief Financial Officer of the Company w.e.f. close of business hours on July 13, 2023.

? Ms. Bhumika Sood resigned from the position of Company Secretary and Compliance Officer on March 28, 2024. Her resignation will be effective from close of business hours on June 10, 2024.

? In view of change in designation and roll of Mr. Amol Phatak, he shall cease to be a KMP of the Company w.e.f. June 10, 2024.

The Company is in process of identifying a suitable successor for the position of the Company Secretary and Compliance Officer.

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

? Mr. Udai Singh, Managing Director and Chief Executive Officer;

? Mr. Amol Phatak, Whole-Time Director;

? Ms. Suparna Banerjee Bhattacharyya, Chief Financial Officer;

? Ms. Bhumika Sood, Company Secretary and Compliance Officer.

Board Meetings

The Board of Directors met seven (7) times during the financial year 2023-24. A detailed update on the Board, number of Board meetings held and attendance of the Directors thereat, is provided in the Report on Corporate Governance, which forms 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 put in place a robust framework for annual evaluation of the performance of the Board, working of its statutory Committees, Individual Directors and the Chairperson, keeping in view the Board priorities and practices (“Board Evaluation”).

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 Securities & Exchange Board of India (SEBI) on January 05, 2017.

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 23, 2024.

A detailed update on the Board Evaluation process and outcome is provided in the Report on Corporate Governance 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 Company''s operations.

The policy is available on our website, at https://infra-in. se.com/en/investor/reports/policies.isp.

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 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 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 are placed before the Board for noting.

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 arm''s length basis. During the financial year 2023-24, the Company has entered into certain material related party transactions in accordance with the Company''s policy on related party transactions and with the prior approval obtained from the shareholders of the Company.

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 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.

The Company''s policy on related party transactions is available on the website and can be accessed at https://infra-in.se.com/en/investor/reports/policies.isp.

Members may refer to notes to the Financial Statements setting 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 31,2024.

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 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 and/or corporate 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.

The report given by the Auditors on the Financial Statements of the Company for financial year 2023-24 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 (Firm Registration No. 000001) were appointed as the Cost Auditors, to audit the cost accounts of the Company for the financial year 2023-24.

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, 2024, 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 2024-25 as well. A resolution seeking ratification of the remuneration payable to the Cost Auditors for financial year 2024-25 forms part of the notice of the 14^th 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. Chandrasekaran Associates, Company Secretaries, were appointed as the Secretarial Auditors to conduct an audit of the secretarial records for the financial year 2023-24 as required under Section 204 of the Act and rules made thereunder. The Secretarial Audit Report for financial year 2023-24 does not contain any adverse remarks or disclaimer and forms part of this report as Annexure IV.

Pursuant to SEBI Master Circular dated July 13, 2023, 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 2023-24 has also been submitted to the Stock Exchanges within the stipulated timeline.

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

Internal Auditor

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 202324, 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 for the financial year 2024-25.

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 the Audit Committee. Controls selfassessments 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.

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 the 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 whistleblower 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''s Group Ethics Committee for decisionmaking. 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 Report on Corporate Governance forming part of this Annual Report and the Whistle Blower Policy is available on Company''s website at https://infra-in.se.com/en/investor/reports/policies.isp.

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

Directors'' Responsibility Statement

In terms of Section 134(3)(c) of the Act and to the best of their knowledge and belief, and according to the information and explanation provided to them, your Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, 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 iudgements 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, 2024 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

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 does not have 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 Risk Management Committee are available in the Report on Corporate Governance forming part of this Annual Report.

The Risk Management Policy of the Company can be accessed using the following link: https://infra-in.se.com/ en/investor/reports/policies.isp.

Prevention of Sexual Harassment at Workplace

Your Company is committed to creating a safe and healthy work environment with zero tolerance for sexual harassment and victimization of any kind at all levels of the organization. The Company has in place a Policy on prevention, prohibition and redressal of Sexual Harassment at workplace (POSH Policy) in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The POSH Policy sets clear and consistent expectations of workplace conduct, outlines the roles and responsibilities of employees, managers, and witnesses in creating a workplace free of harassment of any kind, and highlights the different reporting channels available to report concerns, while maintaining confidentiality and protection against retaliation.

The essence of the POSH 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.

The Company did not receive any complaint during the year, under the POSH Policy.

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

No transfers of unpaid dividend and shares in I EPF were executed during the financial year ended March 31, 2024. 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 31,2024, total 1,453,627 shares were lying with the IEPF Authority.

Your Company duly followed the procedure for transfer of unclaimed shares and dividends as laid under the Act, the Listing Regulations and I EPF 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://infra-in.se.com/en/investor/reports/ policies.isp.

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 Corporate Social Responsibility (CSR) activities for the financial year 2023-24.

As part of its CSR initiatives for the year under review, the Company undertook projects in the areas of Rural Electrification by providing access to electricity and mobile charging in the remotest part of the country and also imparted vocational skill development training, in remotest parts of the country.

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 31,2024:

1. Mr. Pravin Kumar Purang, Chairperson

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://infra-in.se.com/en/investor/reports/ policies.jsp.

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 the 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 the 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.

Listing on stock exchanges

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

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 and consistent efforts 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 23, 2024 Chairperson

Place: Gurugram DIN: 00994532