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Schneider Electric Infrastructure Ltd.

BSE: 534139 Sector: Engineering
NSE: SCHNEIDER ISIN Code: INE839M01018
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OPEN 87.40
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VOLUME 20337
52-Week high 134.80
52-Week low 81.30
P/E
Mkt Cap.(Rs cr) 2,145
Buy Price 88.20
Buy Qty 10.00
Sell Price 89.10
Sell Qty 24.00
OPEN 87.40
CLOSE 86.20
VOLUME 20337
52-Week high 134.80
52-Week low 81.30
P/E
Mkt Cap.(Rs cr) 2,145
Buy Price 88.20
Buy Qty 10.00
Sell Price 89.10
Sell Qty 24.00

Schneider Electric Infrastructure Ltd. (SCHNEIDER) - Director Report

Company director report

Financial Results

(Rupees in million)

12M FY 2017/18 12M FY 2016/17
Sales and Services (Net) 13337 13770
EBITDA 58 (993)
(As percentage of net sales) 0.4% (7.2%)
Depreciation 269 274
EBIT (211) (1276)
Interest net 436 420
Restructuring 72
Profit after tax (as per financials) (647) (1759)

Note: Performance of the year was impacted by adverse forex movement during the year byRs. 329 million (2018: Rs. 189 million loss vs 2017: Rs. 140 million gain) vs. last year

Further interest cost was impacted adversely by forex due to foreign currency loan.Without forex interest cost was in declining trend.

Dividend

No dividend has been declared by the Directors for the year ended March 31 2018 dueto losses.

1 Our Smart Products and Solutions

1.1 EcoStruxure™ Grid

The New World of Energy built on IT/OT convergence Megatrends: 3D equation is behindthe profound change in the energy world

The first D is decarbonization and for power systems we're talking about the impact ofrenewables. It is predicted that over the next 15 years growth in variable renewablecapacity will explode. The variability of renewables means that grid-tied storage willalso become a reality Secondly digitization. The internet of things has reached powersystems. Billions of automated grid devices gathering and integrating energy data willchange the face of the future grid and transform the job of grid operators.

The third D is decentralization as power generation models are changing and where smallscale solar and storage can turn consumers into prosumers and produce energy closer towhere it is used.

Your Company is a technology company in the business of innovation.

Our "advanced grid" vision of how we will support this transformation isbuilt on 3 pillars of innovation. It will enable world energy players to embark on adigital journey.

Innovation is in the DNA of your Company and in every part of the energy ecosystem.Your Company continously innovates connected products to extend communication anddata-integration capacities. Your Company's local control systems work across the gridright to its edge with distributed generation and on the demand-side enabling operationaland enterprise data to be fully leveraged by powerful analytics and services.

From seamless local production and integration at the grid edge to bridging demand andsupply EcoStruxure™ Grid increases your grid's efficiency for sustainable networks.

1.2 Enhancing Customer Experience

Customer satisfaction is an integral part of your Company's growth strategy. Everycontact with Schneider Electric Infrastructure Limited should be a positive experiencethat makes all customers feel satisfied. Your Company delivers tailored customerexperiences which is fast and consistent at all touch points to get satisfied customers.Delighting customers is #1 priority of Schneider Electric Infrastructure Limited and wecontinue to work to provide better experience to our customers.

Your Company is in a transformative journey to make Schneider Electric InfrastructureLimited the best in class and to deliver a WOW experience across all touch points usingthe following guiding principles.

• Customer Centricity: Your Company has stepped into customers' shoes tounderstand their needs through customer personas.

• Offer Quality: Your Company innovates and provides premium quality productsalong the life cycle and is focused on improving the offer quality of products like RMUand Transformers.

• Intelligence: Your Company runs strong analytics to convert our customer voiceinto actionable information through CNPS transformation.

• People: Your Company has instilled customer first culture through continuousengagement and sharing best practices.

• Satisfaction to Order: Your Company continues to improve the deliveryreliability product quality and service support through structured Issue to Preventionprocess.

I Our Strategy

As a leader in the Digital Transformation of Energy Management and AutomationSchneider Electric Infrastructure Limited is strategically positioned across the energylandscape. Your Company is at the forefront to capture the industry's megatrends with anextensive energy management and automation offer that is delivered through complementarybusiness models and access channels.

Driving the digital energy transition

The energy transition generates significant issues that remain to be tackled as theworld sees a paradigm shift towards decentralized and intermittent renewable power The newemerging power system reguires increased flexibility. Your Company has been very active indeveloping microgrid solutions which inherently bring new levels of flexibility to thegrid. Your Company's innovative advanced digital solutions and services enable utilitiesto operate and maintain more reliable resilient and efficient grids enabling the smoothintegration and management of distributed energy resources into power networks.

Driving the digital transformation of our customers and partners

In addition to continuously innovating and digitizing our offers we aim to provide thebest-in-class digital experience to our customers and partners. Our digitized and dynamicsales and marketing channels provide customers with easy access to up-to-date informationon our offers and company be it on social media our web or our partner portals. Wedeliver a digitized and tailored customer service experience from the design phase tooperations and maintenance. Digitization is at the core of our strategy and the company iscommitted to supporting the digital transformation of its customers and its partners. YourCompany also wants to facilitate interaction between our partners across the value chainby bringing them on to one open platform and integrating them into a digitally enabledecosystem that will eliminate current inefficiencies.

Building differentiated and complementary business models

Your Company offers a wide range of products services and solutions. Each of theseoffers have different revenue growth and profitability profiles complementing each otherto fulfil our partners' and customers' needs. With a strategy to accelerate growth of ourprofitable businesses and bring improvement in our systems we focus on selling:

• More products through our partner network offering a wide range ofmarket-leading products supported by a superior digital customer experience. Our productsoffer best-in-class technology to our direct partners such as panel builders resellerscontractors and system integrators who provide the ability to reach large numbers ofsmall and medium sized customers. Our connected products the "things" of loTconnect seamlessly to higher- level systems and software.

• More services to partners and end users to maximize the business value of theirinstallations and optimize their processes. Your Company offers a wide range of servicesled by digitally enhanced field services to our large installed base and digital servicesproviding customers with the right information at the right place and right time.

• A better system where Schneider Electric Infrastructure Limited focuses ondelivering more specialized systems (eguipment & projects) both through our partnersor direct to end users with tested and validated reference architectures. They providesignificant opportunities to develop greater customer intimacy and stickiness throughdialogue with final end-users which in turn helps continuous innovation.

YourCompany products services software and solutions are all combined inEcoStruxure™ our open interoperable loT-enabled system architecture and platform.EcoStruxure™ delivers enhanced value around safety reliability efficiencysustainability and connectivity. EcoStruxure™ leverages advancements in loTmobility sensing cloud analytics and cybersecurity to deliver innovation at everylevel from Connected Products Edge Control to Apps Analytics & Services.

Investing in profitable and responsible growth while driving efficiency

We believe in the high and long-term growth potential of our business and wecontinuously invest to drive that growth. This investment is focused on sustained spendingon research and development as well as growing our commercial presence and skillsespecially in the fields of high value-added technologies and services. Driving efficiencyat all levels of your Company is an egually important focus. We continuously seek togenerate savings from purchasing and manufacturing and through improving operationalefficiency by reducing selling general and administrative expenses while maintainingbest-in-class standards in environmental sustainability and social responsibility.

3 Smart Factory Initiatives 2018 - MVI

In line with Schneider Electric Hoshin Policy under Digitize/ Innovate category thefollowing Smart Factory initiatives are planned in 2018.

Project Details
Lean Digitalization System (LDS) Digital manufacturing management of shop floor processes with online analytics
Q-DISC (Quality Digitized Inspection System and Control) Digitized inspection of guality checklist with online analytics
3D Printer for Additive Manufacturing Production of non-productive parts with reduction in lead time
Digital Versatility and Multi Skilling Tool Digital skill and versatility management of the operators
Power Monitoring Expert - Resource Advisor Online analytics of the power consumption data in the factory
DISS (Digital Idea and SIM Software) Online tracking of the SIM points integrated with LDS; digital tracking of the ideas provided and implemented

4 Some Major Solution Business

Milestones of Your Company in 2017-18

Major Orders:

Your Company has won several major orders as a key player in the turnkey projectbusiness segment.

• Sterlite Technologies Limited placed an order with Schneider ElectricInfrastructure Limited for 110 kV Intake Substation along with associated transmissionlines and civil works for their expansion project at Aurangabad (Maharashtra).

• Reliance Infrastructure Limited an existing customer awarded an orderforDesign Supply & Installation of SCADA compatible two numbers of E- House for Mumbaielectrical distribution.

• Your Company has won an order for Installation Testing and Commissioning of33/11 kV S/SforTibbia College Delhi from BSES Yamuna Power Limited.

• Grasim Industries Limited a Birla Group company awarded an orderfor SupplyInstallation Testing & Commissioning of SCADA compatible 66/11 kV Intake Substationfor their plant expansion near Vadodara (Gujarat).

• Your Company has received an order on Design Supply and Installation of 132/11kV Bay extension for JSW Steel plant at Salem (Tamil Nadu).

• Your Company has received an order from L&T (EESL) for Head-EndSystemforSmartMetersin UP& Haryana. This is part of the Government of India initiativefor improving energy efficiency by reducing AT&C losses.

Saint Gobain - Glass Manufacturing Unit (Chennai)

Schneider Electric Infrastructure Limited has executed project of Design EngineeringSupply Installation Testing and Commissioning of 11 kV Switchgears Transformers andassociated eguipment reguired for providing input supply to Saint Gobain plant expansion.

The project was successfully commissioned within the contractual timelines and to thecomplete satisfaction of customer. Saint Gobain is one of the esteemed customer ofSchneiderElectric Infrastructure Limited.

Your Company has successfully completed Supply Installation Testing and Commissioningof 11/132 kV Transformer Extension Bayfor Assam Electricity Generating Power Station. MVAgenerating transformers were successfully designed manufactured supplied with completeinstallation testing and commissioning atsite.

5 Services Activity

Your Company listens to its customers and understands their needs. We seek to deliverthe best customized and efficient solutions while creating long-term trust. FieldServices is at the heart of SEIL's business model. Being one of the focus areas yourCompany understands Services is a people's business more than any other business. We atField Services endeavor to help our customers to increase productivity reliability andsafety mitigate risk limit downtime upgrade eguipment enhance life and cut coststhereby improving return on investment.

One of the ways we bring maintenance costs under control is by moving from manyagreements with varying costs to one service plan with one responsible provider.

This makes management and budgeting easier by creating controlled and consistent costswithout surprises.

The Indian power sector is plagued with mounting losses due to various inefficienciescommercial and technical losses in electrical networks. One of the key issues andinitiatives that has surfaced in the power reform is to fully utilize the capacity ofgeneration and distribution units including revamping of old sick and low performingunits. With increasing complexity and reguirements in the electrical network lack ofpermanentskilled resources on site and demand for greater reliability customers are keento entrust consulting maintenance refurbishing retrofitting and upgradation of theirsystems in the hands of experts. This distinctive need of the market is served through theServices business.

Present throughout the entire life cycle of our solutions our aim is to assist ourcustomers to proactively plan install operate optimize and renew all solutions and todefine and implement the best solution evolvement thereby improving performance andflexibility while controlling aging infrastructures' costs. We are guick to adapt and actwith flexibility that makes it possible to capture opportunities. Adding to this personalattention which makes us easy to work with is our expertise in infrastructuredigitization and digitized services. Our extensive digital products and systems improvemanagement and customer experience. Offers such as Remote Monitoring Service (RMS) cananticipate threats before they become significant while ensuring that eguipment andsystems are running at peak efficiency.

On-site maintenance and repair can lower downtime and make spare parts readilyavailable. Combining our personalized customer service with advanced products andexpertise especially digitization makes our Field Services offertruly comprehensive.

Your Company's Services cover customer needs around the complete installation lifecycleand the portfolio includes comprehensive services to improve performance of customerinstallation such as Asset Management program (preventive & predictive servicesmaintenance contract and extended diagnosis for ED eguipment) On-Demand maintenance (onetime maintenance spare parts and repairs) Modernization & Upgrade (retrofit andrevamp solutions) and Installation Assessment (health check). To effectively deliver thiswe have a pan India presence of dedicated services and authorized service centers andspecialized channel partners who caterto all the legacy and current brands of yourCompany and guickly respond tocustomercalls.

YourCompany's strong presence in Infrastructure Power Building Industry and ITsegments coupled with our ability to offer services cutting across these segmentsprovides us a distinctive advantage to serve our customers. Capability building is key tomeet diverse needs of the market viz. minimal shutdowns while doing upgrades andretrofits scaling up and completing critical projects during short annual maintenancebreaks etc. A dedicated Services Business unit enables this capability building and asthe services market matures our focus and preparedness takes us ahead of the curve.Composition of services business and the business model employed makes it very attractivein terms of return on capital employed and enhancing customer satisfaction.

Field Services Business of your Company has set the benchmark in the country in thefield of services in electrical distribution by obtaining the BVCI's IMS certificationcomprising of ISO9001:2008 & ISO14001: 2004 and also BS OHSAS 18001:2007 formaintenance services supply of spares design engineering supply installation testingand commissioning of retrofit solutions and MV/LV revamp projects.

Some of the major projects by Services Business in 2017-18 include:

NTPC Limited: NTPC Ltd. formerly known as National Thermal Power Corporation Limitedis an Indian Public Sector Undertaking engaged in the business of generation ofelectricity and allied activities. It is the largest power company in India with anelectric power generating capacity of 53651 MW. Your Company has been awarded the projectof Supply & Retrofitting of 20- year old SF6 Circuit Breaker with latest HVX Range VCBfor stage II and offsite area at NTPC Kahalgaon. Project is currently in commissioningphase. The customer benefits were guaranteed spare parts support low maintenance and lifeextension of switchgear by at least 10-15 years.

Reliance Industries Limited: Your Company has been awarded a huge order by RelianceIndustries Limited for its various projects. One orderwasforthe supply of 6.6 kV 3150Aswitchboard for gasification plant J3 Project at SEZ area Jamnagar and the others werefor the supply of 154 MV switch gear panels for the gasification plant. Due to flashfloods and rains in Jamnagar in August 2017 fewmajor equipment earlier supplied by SEILfor J3 project were damaged. Your Company was awarded the contract for refurbishment ofall damaged switchgear panels with extremely tight deadlines in order to meet the J3project schedules. SEIL successfully refurbished the panels in record time and the projectis in the last stage of hand over to RIL now.

Samsung C&T India Pvt Ltd: Your Company has been awarded an order for the ErectionTesting & Commissioning of 11 kV MV Panels and Supply Installation Testing &Commissioning of APFCR Panels at Samsung C&T India Private Limited. The modernizationis being done at Samsung C&T factory site at Noida. This opens new opportunities forSchneider Electric Infrastructure Limited in other Capex to Opex projects and forcustomers it ensures peace of mind in knowing that equipment is in professional hands fromsupply to commissioning and has the promise of enhanced reliability and safertechnology.

Banaras Hindu University: Your Company has been awarded the tenth-year renewal ofmaintenance contract by one of the best universities in the country. The Operation andMaintenance contract of electrical installation in the Banaras Hindu University is runningfor more than nine years since 2007. Your Company has been providing support to operateand maintain two 33 kV Grids along with 20 substations feeding the entire campusincluding hostels a hospital and academic blocks. We have taken up 24x7 electricalO&M on both campuses. Your Company is proud to have provided an efficient and reliableservice and peace of mind to the customerforthe last nine years. Renewal of this importantmaintenance contract for the tenth year in a rowestablishes the confidence and trust thecustomer has on our services in ensuring customer satisfaction.

Vedanta Limited: Your Company has been awarded a long-term maintenance contract for theproject of Operation & Maintenance activities in MBA Fields for Schneider make GISLV/MV Switch gear harmonic panel & PMS Panel. This includes PSS RMUs with Breakers& Relays. This is a 3-year contract and the sites under this scope are MangalaBhagyam Aishwarya well pads EOR call out basis. The work will be done at Mangalaprocessing terminal which is 40 kms from Barmer. The multi-year contract shows the trustof the customer and confidence in our services

Maruti Suzuki India Limited: Your Company has been awarded an order and this has beensuccessfully executed. This is a revamp orderwith supply and service. The scope of thework involved supply of HT/LT panels transformer busduct along with installation andcommissioning. This took place at MSIL plant Gurgaon. MSIL has been one of our loyalcustomers and we have ensured customer satisfaction for the projects executed so far

Hindustan Petroleum Corporation Limited: Hindustan Petroleum Corporation Limited is anIndian state-owned oil and natural gas company with its headquarters at MumbaiMaharashtra. Your Company has been awarded a revamp order of Supply Installation andCommissioning of 33 kV Panels. This included replacement of old panels. It has been one ofthe biggest orders for Field Services this year. This will be executed at HPCLVisakhapatnam.

6 Human Resources

Your Company as global specialist in energy management and automation createconnected technologies that will reshape industries transform cities and enrich lives. Weinvest in technology to get the best innovation in the market and in our people because webelieve 'Great People will make Schneider Electric a great company1.

Your Company truly believes that people are our most valuable assets and the mostcritical to our success. Thus we need to motivate employees and promote involvement bymaking the most of our diversity supporting professional development and ensuring safesecure and healthy working conditions. Our ultimate ambition is to generate higherperformance and employee engagement through world-class people practices.

To support our 2020 vision Schneider Electric Infrastructure Limited has created acompany-wide program around People Transformation called 'Step Up'. The 6 pillars oftransformations that determine immediate and long-term HR priorities of Schneider ElectricInfrastructure Limited are High Performance Culture Well-being Diversity &Inclusion Learning Leadership and Talent Management. Your Company keenly listens to ouremployees through surveys in order to understand people needs and requirements. Thusenabling us to tailor people policies and practices to meet our specific needs as anorganization.

Schneider Electric Infrastructure Limited as an organization has an extremely openculture and there are various channels of communication between employees and leaders. Theorganization channels like Ask the CEO CHRO Connexion Sessions and Open Lines at Globaland Country level are available for employees to share theirideas givefeedbackandexpresstheirconcerns.

In order to uphold the values of ethical conduct and compliance to our Principles ofResponsibility we ensure all employees of the company including the newlyjoined employeesfollow a detailed training and awareness program to familiarise themselves with thestandards and expectations of ethics.

Employee Wellbeing

Schneider Electric Infrastructure Limited believes that well-being creates performanceand performance generates well-being. This in turn ensures engaged and positive employeesand these work together to lead to the overall business growth of an organization. Ourwellbeing programme acknowledges this and firmly places our people at the heart of ourbusiness.

Well-being creates Performance and Performance generates Well-being

Your Company has a basket of activities and programs under the well-being initiativewhich have been categorised under four main pillars namely Social Well Being Mental WellBeing Physical Well Being and imparting regular tips to employees and encouraging themtowards a healthy lifestyle. This is being further facilitated by:

• Ensuring overall health and wellness of ouremployees through regular healthcamps onsite yoga revised insurance policies

• Flexibility at work to help employee balance their work and personal lives

• Leadership involvement to encourage employees towards well-being regularmeetings

• An encouraging ambience - soothing music energizing atmosphere regular pollsto understand employee requirements

Energy workshops were conducted for our employees to help create a sustainable highperformance culture by educating employee to manage their energy more skillfully and moveaway from focusing on time. It also develops actionable strategies that help individualsand organizations to become more energized focused and productive. More than 50% of ouremployees have participated in the program and theirfeedback has been phenomenal.

Well-being is not a special project it is a way of life.

Fun-filled Fridays were celebrated on a fortnightly basis by an initiative 'Abba DabbaDoo Happy Friday to You' to create an environment of fun and frolic by celebratingbirthdays festivals get-togethers etc. This initiative also contributed towardsenhancing engagement of our employees thus helping employee engagement score rise by + 18points.

Diversity & Inclusion

Schneider Electric Infrastructure Limited advocates Diversity as a key businessimperative and inculcates it as a core value. Your Company is dedicated to women'sdevelopment as we believe a diverse workforce will give us "our" competitiveadvantage. Retention of existing women talent is considered egually important as hiringnew talent as both directly arrest the major challenge of not having enough women in oursector. Accordingly initiatives have been deployed across India.

Recruitment Strateg i es

Your Company has focused on mid-level / lateral hiring to hire high potential women atmid management level across different sectors. To build a robust pipeline for our womenleaders we have accelerated our hiring especially at the base level. Our engagement withthe campuses ensures that we are able to infuse women during their formative years. In2017 64% of our campus offers were women GETs & MTs. In 2017 Energy overall hired63% of women talent.

Hiring from a diverse pool of talent and including people from different socio-economicbackgrounds is an important way of creating an inclusive culture

Enabling Environment

To support our employee's diverse lifestyle and life choices your Company hasintroduced several progressive policies and practices in the last few years. Day carepolicy was revised basis employee feedback and revision in law. Since this is a criticalfactor for employee retention we now have Schneider Electric Infrastructure Limitedregistered day care centers at subsidized rates across locations. Family Leave Policy waslaunched with introduction of leaves like Care Leave i.e. 2 weeks of sick leave for selfand family members and Bereavement Leave i.e. 1 week paid leave as time off for employeesmourning the loss of a family member Your

Company wants to have an inclusive culture and hence it's important for us to sensitizeour employees on unconscious bias. This year your Company celebrated International Women'sDay on the theme of 'Inclusion' and 'Gender Equality'. Various initiatives and programs onthis theme were organized with an overwhelming participation from employees. Gender payanalysis was conducted to ensure that similar performance potential and role are paidequally.

Development Initiatives:

Urja: Continuing our journey this development program aims to facilitate andaccelerate the career progression of ourwomen leaders along with enhancing theirawarenesson their signature strengths. In last 3 years we have covered 150+ women via this program.Key potential women are also mentored by top executive leaders to support theirprofessional growth.

Societal Commitment

Jagriti: Acurriculum designed to teach school children on gender stereotyping. Bytouching the lives of children in schools this program aims to tackle this problem at itsroots. Your Company covered 6000+ students by these learning sessions in 2016 & 2017.

The third edition of Prerna Awards was celebrated in March 2018 to recognize 3 womenSME's for their contribution towards women empowerment

Management regularly connects over coffee with women colleagues to understand the pulseof the employees and take actions on identified areas.

Diversity for us is not just about promoting gender balance - it's about appreciatingdifferent cultures backgrounds and generations

Learning & Development

Development of people continues to be a key area of strategic focus of your Company andour learning and development initiatives during the year are based on the 3Es approach viz'Education Experience and Exposure1. Thus all organized trainings are basedon development reviews held by managers addressing real and critical needs for theorganization. Schneider Electric Infrastructure Limited has conducted more than 650man-days training and covered 100% of employees. This not only includes technical skillbuilding trainings but also interventions and workshops of change management culturebuilding and leadership.

All people managers were offered training on Great Feedback and Performance Coaching soas to improve their skills in managing their teams effectively. We have identifiedinternal mentors and coaches for a pool of key talents who help young professionals honetheir skills and apply theirknowledge effectively.

In order to make front office team more agile and effective team specific programswere organized for Marketing Sales Execution and Targeted Account Managers to meet theirspecific development needs. Employees were also nominated by their managers for selectedpublic program and seminars.

Internal Trainer policy is designed as a key initiative with an intent to encourage andengage internal trainerstowards common organizational goal for employee development. Theobjective is to leverage the knowledge and experience inside Schneider ElectricInfrastructure Limited in a planned and structured manner This helps internal trainershave a sense of pride for delivering trainings.

Your Company continues to promote and strengthen a culture of continuous learning atall levels through the digital learning. An intensive e-learning campaign is undertaken tocreate champions who drive this process. Your Company has closed the year with almost 40%of digital learning. The process has resulted in tremendous improvementin productivity andefficiency of employees.

Learning week is celebrated to dedicate a week towards employee's learning. Variousinitiatives and sessions are planned with a right blend of business games ecostruxuremodules market place and fun activities in order to enable employees have a holistic viewtowards learning.

Development programs like Champions Club Ojas and Tejas help us develop leaders whocan be role models for future. People who go through the development program (40-50%)receive career prog ression within a year

Leadership

Your Company leaders are genuine and are an inspiration to their teams. Your Companyculture ensures we have accessible leaders who have exemplary skills in building teamscollaborations and businesses. Schneider Electric Infrastructure Limited LeadershipExpectations and SCOPE values form the foundation of our culture and every employee isexpected to live by them. Leaders are expected to not just deliver the business resultsbut also to be a role model for our leadership expectations namely the business developerteam builder team player decision maker great professional and a role model ofourvalues.

Culture Workshop - In order to serve business priorities it is very important tocreate an enabling culture that supports business growth and enables team to achievebusiness targets and strive to achieve more. Reinforcing positive behaviour empoweringteams and creating a sense of ownership are important levers of the organisation. Trustand collaboration accountability and ownership empowerment of teams are some of theelements that have been driven by the leaders in a focused manner

Talent

One of the key initiatives under "Talent" Pillar has been that of ourEmployer Value Proposition (EVP). These are core differentiators for us to attract andengage both internal and external talent making Schneider Electric Infrastructure Limitedtheir employer of choice. Your Company circulates talents between functions entitiescommunities to help employees grow vertically and horizontally. There are variousengagement activitiescarried out throughout the year which includes leadership connectleadership live sessions to promote leadership behaviour celebrations festivalsrecreational sport activities etc. Additionally rewards and recognition program hasbeen strengthened aiming to create a culture of recognition and celebrating performanceat multiple levels across the organization for individuals and teams.

7 Key Events of the Year

Innovation Summit 2018: Showcasing Innovation & Technology Prowess

Your Company had an impactful presence at Innovation Summit 2018 to demonstrate theNew & Intelligent Digital Solutions. Held from 19th - 20thMarch 2018 at the Hotel Andaz and JW Marriot Aero City New Delhi the event convergedelectrical operation technology and automation devices with information &communication technology onto one platform. We showcased our diverse portfolio of productsand solutions in an endeavor to display our global technological innovations in the fieldof energy efficient products and solutions. The event proved to be a key driver increating brand awareness generating leads and engaging with 2000+ customers consultantscontractors etc.

Our spectacular stall - designed in the shape of a power button-found favor with largenumber of visitors many of whom stayed at our stall for long hours inspecting all ourverticals that included Utilities DataCenters Residential Buildings Services DigitalCustomer Experience etc.

Several high profile government dignitaries stopped by and took a tour of the Companystall. These included Mr Amitabh Kant CEO NITI Aayog. All through the conference thebooth attracted several high-profile customers journalists opinion makers think tanksand industry leaders who could be seen eagerly taking a tour of the stall.

#BeAResponsiblelndian campaign - Ecostruxure Grid Launch

Your Company has launched a campaign on the Government's mission of 24x7 quality andreliable power for all through grid modernisation by creating awareness for utilities.Your Company has educated the targeted audience on the Smart Electrical DistributionSolutions; thereby empowering the power system with an efficient and reliable network.Your Company has organisedseries of roadshows in various cities including Delhi JaipurHyderabad Mumbai and Guwahati and invited C- Level top managers Functional heads andother key officials from various DISCOM like APDCL BESCOM Tata Power; MESCL etc.

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Partners Regional Outreach Programme

To extend the reach into other potential regions your Company organized varioustechnology seminars and workshops targeting partners resellers and contractors indifferent regions like Vadodara Delhi MumbaiChennai etc. The purpose of this event wasto share our technology roadmap with key partners and to show them efficient ways ofimproving reliability and operational efficiency.

CityNext 2017 Expo

Your Company participated in the Smart Solutions at Industry Events. This expositionwas aimed at bringing together all the stakeholders to discuss the challenges andopportunities in developing smart cities in India. Showcased at SEIL booth werecapabilities in the areas of smart public services urban efficiency andenergyoptimization. The know how and experience gleaned from over 250 projects wereshowcased at the SEIL booth at the Smart City Exhibition. Our pristine booth done in greenand white complete with a command control center was visited by over 300 attendees.

8 Finance

In recent trends finance has been playing an important role in supporting businesscustomer engagement decision making performance management business analytics andcontrolling. Synergies between processes play a critical role in business success whichrequired arobust process to control and bring in conformity of all the activities. TheCompany follows the Schneider group's best practices of treasury audit reportingtaxation financial shared services (FiSS) and credit to bring synergies with efficientutilization of resources.

9 Investor Relations

Your Company has strong belief in stakeholder engagement to build a long-termrelationship and confidence. The Company is putting best efforts to ensure the accurateand timely communication of information through press releases conference calls investormeetings and prompt reply to all stakeholders' queries.

Through conference calls the management of your Company has created a platform fortwo-way communication to address the stakeholders and analyst queries and keep themupdated on market conditions strategies business segments and operational performance ofthe Company.

Your Company maintained its website and uploaded all financial results and presentationmade to investors on timely manner In addition all major developments are communicated tostock exchanges.

Your Company understands and appreciates the significance of good corporate Governanceand the important role it plays in building investor confidence improve investorprotection and maximize the shareholdervalue.

10 Internal Audit

The Company has put in place a robust internal audit system designed to providereasonable assurance with regard to the effectiveness and efficiency of operationsreliability of financial reporting and compliance with applicable laws and regulations.The in-house internal audit department at the Company is an independent and objectivefunction performing assurance and consulting activities designed to add value and improvethe Company processes along with providing assurance over end to end company processes.

To supplement the audit assurance provided by in-house team the Company had alsooutsourced some audit work to third party audit firms. All the five essential componentsof control environment risk assessment control activities information communication andmonitoring of COSO framework are considered while defining the control objective to beaudited.

The annual audit plan for the year is based on risk assessment which is approved bythe Audit Committee. The Company has set up a robust risk management and Internal Controlassessment framework across the organization which facilitates identification assessmentcommunication and management of risk in effective manner

As per the requirement of Companies Act 2013 a detailed internal financial controlframework had been documented through the Risk and Control Matrix (RCMs) in 2015-16.Documented controls are tested annually to ensure its effectiveness. Post controlstesting a diagnostic review of the Company processes' is completed highlighting existingrisks and corresponding mitigation plans with closure of previously identified risks incompliance with IFCguidelines.

11 Directors and Key Managerial Personnel

Resignation

Ms. Sonali Kaushik Woman Director of the Company has resigned from the Board effectivefrom the close of business hours on February 13 2018 pursuant to change in herresponsibilities within Schneider Group and relocation to France.

Appointment

Ms.Bidisha Nagaraj was appointed as the Woman Director of the Company effective March7 2018 pursuant to Section 161 and 149 (1) of Companies Act 2013 subject to theapproval of the shareholders of the Company in the Eighth Annual General Meeting. Herappointment was recommended by Nomination and Remuneration Committee and approved by theBoard of Directors of the Company.

Mr Bruno Bernard Dercle has been appointed as a Professional Director designated asManaging Director and Chief Executive Officer by the Board with effect from August 12018.

Re-appointment

Mr Prakash Kumar Chandraker Managing Director and Chief Executive Officer of theCompany was reappointed by the Board in its meeting held on November 13 2017 for a periodof 2 years effective from December 16 2017 subject to the approval of shareholders in theEighth Annual General meeting and Central Government if reguired.

However Mr Prakash Kumar Chandraker decided to make a career move and has expressedhis desire to resign w.e.f. July 31 2018. Your Board accepted the resignation in theirmeeting held on May 192018.

Accordingly the proposal for re-appointment for a period from December 16 2017 tillJuly 31 2018 is placed forapproval of members as part of the Notice calling the EighthAnnual general Meeting.

Mr Vinod Kumar Dhall Mr Ranjan Pant and Mr. V.S. Vasudevan Independent Directors ofthe Company have been re-appointed for a second and final term of 3 years effective fromMay 22 2019 to May 21 2022 i.e. after expiry of their currentterm on May 212019 by theBoard of Directors in their meeting held on July 27 2018 pursuant to recommendation ofnomination and remuneration committee.

Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Anil Chaudhry Director retire by rotation and beingeligible offers himself for re-appointment. Considering the background and experience ofMr Anil Chaudhry the Board is of the opinion that his appointment will immensely benefityour Company. The Board recommends re-appointment of Mr Chaudhry.

Changes in Company Secretary

Mr Anil Rustgi Company Secretary and Compliance Officer has resigned w.e.f. July42018.

Ms. Bhumika Sood has been appointed by the Board as the Company Secretary andCompliance Officer w.e.f. July27 2018.

Brief particulars of the Directors to be appointed/re- appointed are given elsewhere inthis report and as part of Notice of the 8th Annual General Meeting.

As per declarations received none of the Directors of the Company are disgualified forbeing appointed/re- appointed as Directors as specified in Section 164(2) (a) and (b) ofthe Companies Act 2013.

12 Criteria of Independence

The Nomination and Remuneration Committee assesses the independence of Directors at thetime of appointment / re-appointment pursuant to the criteria laid down by the Company inline with the reguirements of the CompaniesAct 2013 and SEBI (Listing Obligations andDisclosure Reguirements) Regulations 2015. Determination of independence is beingre-assessed when any new interests or relationships are disclosed by a Director

13 Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Reguirement) Regulations 2015 that the IndependentDirectors of the Company meet with the criteria of their Independence as prescribedtherein.

Familiarization program for Independent Directors

The Independent Directors are provided with necessarydocuments reports and internalpolicies to enable them to familiarize with the Company's procedures and practices.Periodic presentations are made to the Board and Board Committee Meetings on business andperformance updates of the Company. The details of such familiarization programs forIndependent Directors are posted on the website of the Company and can be accessed at thelink https://infra.schneider-electric.co.in/ investor-relations/board-of-directors.html

14 Evaluation of the Board's Performance

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors including Chairman pursuant to the provisions ofthe Act and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations"). The performance of the Board was evaluated on thebasis of the criteria such as the Board composition and structure effectiveness of Boardprocesses information and functioning etc. The performance of the committees wasevaluated on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and Committeemeetings like preparedness on the issues tobe discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

In a separate meeting of Independent Directors p e rformanceofNon-IndependentDirectors performance of the Board as a whole and performance ofthe Chairman was evaluated. Performance evaluation of independent directors was done bythe entire Board excluding the Independent Director being evaluated.

The review concluded by affirming that the Board as a whole as well as all of itsMembers individually and the Committees of the Board continued to display commitment togood governance ensuring a constant improvement of processes and procedures. It wasfurther acknowledged that every individual Member and Committee of the Board contributeits best in the overall growth of the organization.

15 Remuneration to Directors

We affirm that the remuneration paid to the Directors is as per the terms laid out inthe Nomination and Remuneration Policy of the Company.

16 Policy on Remuneration to be paid to Directors Key Managerial Personnel (KMP) andother employees and criteria for appointment of Directors

Your Company has in place Remuneration Policy for Directors KMP and all otheremployees of the Company and Criteria for Appointment of Directors. The policies wereadopted in line with the requirements of the Companies Act 2013 and the Listing Agreementwith the Stock Exchanges.

The Policy inter-alia requires the Directors to be of high integrity with relevantexpertise and experience so as to have a diverse Board. The Policy further lay down thepositive attributes/ criteria which the Nomination and

Remuneration Committee keep in mind while recommending the candidature fortheappointment as a Director.

Policy on Remuneration to be paid to Directors Key Managerial Personnel (KMP) andother employees and criteria for appointment of Directors is posted on the website of theCompany and can be accessed at the link https://infra.schneider-electric.co . in/investor-relations/policies.html.

17 Committees of the Board

The Details of composition of Audit Committee and other committees of the Board ofDirectors along with theattendance thereof is provided in the Corporate Governance Reportforming part hereof.

18 Related Partv Transactions

In line with the requirements of the Companies Act 2013 and Listing Regulations allrelated party transactions are entered into on arm's length basis in the ordinary courseof business. Accordingly no transactions are being reported in Form AOC-2 in terms ofSection 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015prior approval of the Audit Committee is obtained for all related party transactions.Omnibus approval is obtained for unforeseen transactions. A report on thetransactionsspecifying the nature value and terms and conditions of the same doneduring the quarter vis-a-vis the approval granted are presented to the Audit Committee ona quarterly basis for its review. The transactions which are likely to cross materialitythreshold as prescribed are placed before the Members fortheirapproval.

The Related Party Transactions Policy as approved by the Board may be assessed at theCompany's website at the weblink: https://infra.schneider-electric.co.in/pdf/lnvestorRelations/Related_Party_Transaction_Policy_ SEIL_Revised.pdf

19 Particulars of Employees

The information required pursuant to section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 ("the Rules") in respect of employees of the Company is annexed to thisReport.

In terms of first proviso to Section 136(1) of the Companies Act 2013 the FinancialStatements are being sent to the Members and others entitled theretoexcluding theinformation on the employees' particulars specified under Rule 5 (2) & (3) of theRules. The same are available on the website of the Company viz.https://infra.schneider-electric.co.in/ and is open for inspection by the Members at theregistered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Any member interested in obtaining acopy thereof may write to the Company Secretary.

20 Directors' Responsibility Statement

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 31.03.2018 theapplicable accounting standards have been followed and there are no material departures;

b. We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company and profit and loss of the Company as at31.03.2018;

c. We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. We have prepared the annual accounts on a going concern basis;

e. We have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively exceptcontrols related to purchase order approval process due to a limitation of the ERRManagement is in the process of taking corrective actions in this regard.

f. We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively; and

g. the Company has complied with the Secretarial Standard-1 (Meetings of Board ofDirectors) Secretarial Standard-ll (general meeting) issued and amended from time totime by the Institute of Company Secretaries of India.

21 Auditors

i. Statutory Auditors

M/s S.R Batliboi& Co LLR Chartered Accountants (ICAI Registration No.301003E/E300005) Statutory Auditors of the Company were appointed by the Shareholders ofthe Company at their 5th Annual General Meeting (AGM) held on August 112015 from theconclusion of 5th Annual General Meeting up to the conclusion of the 10th Annual GeneralMeeting.

The report given by the Auditors on the Financial Statements of the Company forms parthereof. There has been no gualification reservation adverse remarks or disclaimer givenby the Auditor in their report on the financial statements however on internal financialcontrols over financial reporting there is a gualification with respect to approval ofpurchase orders process due to a limitation of the ERR As mentioned in the auditor'sreport this material weakness does not affect the financial statement however managementis taking corrective actions in this regard.

The observations of Statutory Auditors in their report read with the relevant Notes toAccounts are self- explanatory and therefore do not reguire any further explanation

There were no fraud transactions reported by the Statutory Auditors of the Company.

ii. Cost Auditors

As per the reguirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 as amendedfrom time to time the Company has been carrying out audit of cost records. The Board ofDirectors on the recommendation of Audit Committee has appointed M/s. Shome &Banerjee Cost Auditors Kolkata (Firm Registration No. 000001) as Cost Auditors to auditthe cost records of the Company for the financial year 2018-19. As reguired under theCompanies Act 2013 a resolution seeking members' approval for the remuneration payableto the Cost Auditors forms part of the Notice convening the forthcoming Annual GeneralMeeting.

iii. Secretarial Auditorand Secretarial Audit Report

The Board has appointed M/s Sanjay Grover and Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year 2017-18as reguired under Section 204 of the Act and Rules made thereunder The Secretarial AuditReport for the financial year 2017-18 is attached as Annexure -1 to the Board's Report.The Secretarial Audit Report does not contain any gualification reservation oradverseremark.

22 Public Deposits

The Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year under review.

23 Buy back of Securities

The Company has not bought back any of its securities during the year under review.

24 Sweat Equity

The Company has not issued any Sweat Eguity shares during the year under review.

25 Bonus Shares

No bonus shares were issued during the year under review.

26 Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the same. The Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 have strengthened the governance regime in the country.Your Company is in compliance with the governance requirements provided under the law. Aseparate section on Corporate Governance is annexed to th is report as Annexu re-l I.

The Auditors' Certificate certifying the Company's compliance with the requirements ofCorporate Governance in terms of the Listing Regulations is annexed as Annexure-lll andforms part of the Boards' Report.

27 Particulars of Loans

Guarantees or Investments

There are no Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013.

28 Extract of Annual Return

As provided under Section 92(3) of the Act read with Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the extract of annual return is given inAnnexure IV in the prescribed Form MGT-9 which forms part of this report.

29 Risk Management Policy

In compliance with the requirement of the Companies Act 2013 the Company has put inplace Risk Minimization and Assessment Procedures. In order to effectively and efficientlymanage risk and address challenges the Company has formulated Risk Management Policy.

The objective of any risk identification and assessment process is to evaluate thecombination of likelihood and level of negative impacts from an event. The threemaincomponents of a risk assessment are business risk service/operational risk andexternal risk.

The Company manages the risk in line with current risk management best practices. Thisfacilitates the achievement of our objectives operational effectiveness and efficiencyprotection of people and assets informed decision-making and compliance with applicablelaws and regulations.

30 Significant & material orders passed by the regulators

During the year under review no significant and material orders were passed by theRegulators or Courts or

Tribunals impacting the going concern status and the Company's operations.

31 Vigil mechanism

The Vigil Mechanism of the Company in terms of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 includes a Task Force comprisingsenior executives of theCompany. Protected disclosures can be made by a Whistle Blower through an email ordedicated telephone lines or a letter to the Task Force.

32 Material changes and commitments affecting the financial position of the companyafter 31st March 2018

There were no material changes and commitments affecting the financial position of theCompany after 31st March 2018.

33 Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Pursuant to the provisions of the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013 read with Rules as amended upto date the Company hasconstituted Internal Complaints Committees (ICCs). ICCs have been given the responsibilityto receive and address the complaints received if any at all locations where the Companyispresent. The Company has also taken steps to create awareness about familiarization tothe said policy having been putin place.

There was no instance of alleged sexual harassment reported during the year underreview.

34 Corporate Social Responsibility

In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established CorporateSocial Responsibility (CSR) Committee and statutory disclosures with respect to the CSRCommittee and an Annual Report on CSR Activities forms part of this Report as Annexure-V.

The CSR Policy may be accessed on the Company's website at the linkhttps://infra.schneider-electric . co.in/pdf/lnvestorRelations/corporate_social_ reponsibility_policy_SEI L_Fi nal%2008_02_2016.pdf

35 Meetings of the Board

Five meetings of the Board of Directors were held during the period under review. Forfurther details please referreport on Corporate Governance forming part of this AnnualReport.

36 Code of conduct and ethics

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors andSenior Executives of the Company. The objective of the Code is to conduct the Company'sbusiness ethically and with responsibility integrity fairness transparency and honesty.The Code sets out a broad policy for one'sconduct in dealing with the Company fellowDirectors and Employees and with the environment in which the Company operates. The Codeis available on the Company's website (https://infra.schneider-electric .co.in/pdf/Investor-Relations/SEIL-Code-of-Conduct- SEIL.pdf)

37 Conservation of energy technology absorption and foreign exchange earning and outgo

The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as reguired to be disclosed under the

Companies Act 2013 is annexed as Annexure-VI and forms part of this Report.

38 Employees Stock Option Scheme

The company has not provided any Stock Option Scheme during the year under review.

39 Business Responsibility Report (BRR)

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandate theinclusion of the BRR as a part of the Annual Report for top 500 listed entities basedupon market capitalization.

In compliance with the above regulations the BRR is enclosed asAnnexure-VII.

40 Acknowledgments

Your Directors would like to thank all stakeholders namely customers shareholdersdealers suppliers bankers employees and all other business associates for thecontinuous support given by them to the Company and its Management.

For and on behalf of the Board of Directors
Place: Gurugram Vinod Kumar Dhall
Date: July 27 2018 Chairman
DIN: 02591373