Life Is On Schneider Electric

SEIL/Sec./SE/2026-27/16

June 3, 2026

The Manager
Listing Department
National Stock Exchange of India Ltd
Exchange Plaza, Bandra Kurla Complex
Bandra (East), MUMBAI 400 051
Fax # 022-2659 8237/8238/8347/8348
Symbol: SCHNEIDER

The Secretary
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street
MUMBAI 400 001
Fax # 022-2272 3121/2037/2039
Scrip Code No. 534139

Sub: Postal Ballot Notice dated May 28, 2026 - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/Madam,

In continuation to our letter no. SEIL/Sec./SE/2026-27/09 dated May 28, 2026, informing about the decision of the Board of Directors to conduct the Postal Ballot process and pursuant to Regulation 30 of the Listing Regulations, please find enclosed herewith the Postal Ballot Notice dated May 28, 2026 ("Postal Ballot Notice"), seeking approval of the Members of Schneider Electric Infrastructure Limited ("Company") only through remote electronic voting ("e-voting"), by way of an Ordinary resolution for:

"To consider and approve Material Related Party Transaction(s) between the Company and Schneider Electric IT Business India Private Limited"

In compliance with the relevant General Circulars issued in this regard by the Ministry of Corporate Affairs, Government of India, from time to time, the Postal Ballot Notice is being sent by electronic mode to the Members of the Company whose names appear in the Register of Members/ List of Beneficial Owners and whose e-mail addresses are registered with the Company/Depository Participants (DPs)/ Company's Registrars and Share Transfer Agents (RTA), as on Friday, May 29, 2026 ("Cut-off Date"). Additionally, please note that the Company has made necessary arrangements with its RTA, viz. MUFG Intime India Private Limited, to enable the Members to register their e-mail addresses.

The Company has engaged the services of National Securities Depository Limited (NSDL) to provide electronic voting (e-voting) facility to its Members on the Postal Ballot.

The e-voting details for Postal Ballot are as under:

Particulars	Notes
e-Voting start time and date	Thursday, June 4, 2026 [09.00 A.M. (IST)]
e-Voting end time and date	Friday, July 3, 2026 [05:00 P.M. (IST)]
Date on which the resolution is deemed to be passed	Friday, July 3, 2026

Schneider Electric Infrastructure Limited

Corporate Office: 15th Floor, DT-4, DLF Downtown, Phase 3, Sector 25A, Gurugram, Haryana – 122002
Tel. +91 9228078000

Registered Office: Milestone 87, Vadodara-Halol Highway, Village Kotambi, Post Office Jarod, Vadodara-391510 Gujarat, India | Tel. +91 0266866200
CIN: L31900GJ2011PLC064420

schneider-india.in

Life Is On
Schneider Electric

The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off Date.

You may further note that the Board has appointed Mr. Anirudh Grover, Partner of M/s Sanjay Grover & Associates, failing him, Mr. Vipin Dhameja, Partner of M/s Sanjay Grover & Associates, Company Secretaries, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The result of the Postal Ballot shall be announced on or before Tuesday, July 7, 2026.

The Postal Ballot Notice is available on the Company's website at https://infra-in.se.com/ and the website of NSDL at www.evoting.nsdl.com.

We request you to kindly take the above information on record.

Thanking you.

Yours Sincerely,

For Schneider Electric Infrastructure Limited

SUMIT GOEL
Digitally signed by
SUMIT GOEL
Date: 2026.06.03
14:04:12 +05'30'

(Sumit Goel)
Company Secretary and Compliance Officer
Encl: As above

Schneider Electric Infrastructure Limited
Corporate Office: 15th Floor, DT-4, DLF Downtown, Phase 3, Sector 25A, Gurugram, Haryana – 122002
Tel. +91 9228078000
Registered Office: Milestone 87, Vadodara-Halol Highway, Village Kotambi, Post Office Jarod,
Vadodara-391510 Gujarat, India | Tel. +91 0266866200
CIN: L31900GJ2011PLC064420
schneider-infra.in

Schneider Electric

SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED

CIN: L31900GJ2011PLC064420

Regd. Office: Milestone 87, Vadodara-Halol Highway, Village Kotambi, Post Office Jarod,

Vadodara 391510, Gujarat, Phone : Tel. +91 0266866200

Website: https://infra-in.se.com; E-mail: [email protected]

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

NOTICE is hereby given pursuant to Sections 108, 110, and all other applicable provisions of the Companies Act, 2013, ("the Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations"), and in accordance with the requirements prescribed by the Ministry of Corporate Affairs ("MCA") for conducting postal ballot through e-voting vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, read with other related circulars including General Circular No. 03/2025 dated September 22, 2025 ("MCA Circulars"), Secretarial Standards on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India ("ICSI") and any other applicable law, rules, and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) that the below appended resolution is proposed for approval of the Members of Schneider Electric Infrastructure Limited ("the Company") through postal ballot (the "Postal Ballot") by way of remote electronic voting ("e-voting") process only i.e., by casting votes electronically instead of submitting postal ballot forms.

The proposed resolution along with its Explanatory Statement(s) in terms of the provisions of Sections 102 and 110 of the Act, setting out the material facts and reasons thereof, form part of this Postal Ballot Notice ("the Notice" or "the Postal Ballot Notice") for seeking the consent of the Members through remote e-voting.

In compliance with the MCA Circulars, this Postal Ballot Notice is being sent by the Company only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participant(s) ("DPs") / Registrar and Share Transfer Agent ("RTA") and whose names are recorded in the Register of Members of the Company as on Friday, May 29, 2026 ("Cut-off Date"). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the remote e-voting system only. The details of the procedure for casting vote forms part of the 'Notes and Instructions' to this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, MCA Circulars and SS-2, the Company

is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of the National Securities Depository Limited ("NSDL") for facilitating remote e-voting.

In addition, the Company has made necessary arrangements with its RTA, viz. MUFG Intime India Private Limited to enable the Members to register their e-mail addresses. Accordingly, those Members who have not yet registered their e-mail addresses are requested to register by following the procedure set out in this Postal Ballot Notice.

The Board has appointed Mr. Anirudh Grover (CP No. 28649), failing him Mr. Vipin Dhameja, (CP No. 28675), Partners of M/s. Sanjay Grover & Associates, Company Secretaries, as the Scrutinizer ("Scrutinizer") for conducting the Postal Ballot/ e-voting process in a fair and transparent manner and they have also communicated their willingness to be appointed.

The remote e-voting period shall commence at 9.00 A.M. (IST) on Thursday, June 4, 2026, and shall end at 5.00 P.M. (IST) on Friday, July 3, 2026. Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions provided in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure set out in the Notes forming part of the Notice, not later than 5:00 P.M. (IST) on Friday, July 3, 2026. The e-voting facility will be disabled by NSDL immediately after that and will not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairperson of the Company or to any other person authorized by the Chairperson in writing, and the result of the voting by Postal Ballot will be declared and announced within the stipulated timelines, at the noticeboard of the corporate office and registered office of the Company and will also be displayed on the website of the Company https://infra-in.se.com/ and website of NSDL at https://www.evoting.nsdl.com/, besides being communicated to the Stock Exchanges i.e. BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE"), where the shares of the Company are listed and to the RTA.

The last date of e-voting i.e. Friday, July 3, 2026, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority and shall be deemed to have been passed as if passed at a General Meeting of the Members of the Company.

SPECIAL BUSINESS:

To consider and approve Material Related Party Transaction(s) between the Company and Schneider Electric IT Business India Private Limited

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT in supersession of the earlier resolution approved by the Members of the Company through postal ballot on March 25, 2026 and pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 ("the Rules") as amended till date, and other applicable Rules, if any, and Regulation 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time,

other applicable laws / statutory provisions, if any, (including any statutory amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force), the Company's policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, (hereinafter referred to as 'Board' which term shall be deemed to include the Audit Committee of the Board and/or any other duly constituted committee empowered to exercise powers including powers conferred under this resolution), the approval of Members be and is hereby accorded to the Company to enter into or continue, modify or renew existing contract(s)/ arrangement(s)/ transaction(s) or modification(s) of earlier contract(s)/ arrangement(s)/ transaction(s), or as fresh and independent transaction(s) or otherwise, whether by way of an individual transaction or series of transaction(s) taken together or otherwise with Schneider Electric IT Business India Private Limited ("SEITB"), a Fellow Subsidiary of the Company and a 'Related Party' under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations for an aggregate value up to INR 605 Crores (Indian Rupees Six Hundred and Five Crores) during the financial year 2026-27 in the nature of:

a) Sale of Goods and Services, Stores and Spares;
b) Purchase of Goods and Services, Stores and Spares; and
c) Availing/rendering of any kind of services or any other transactions for transfer of resources, services or obligations and other reimbursement or borrowings

on such material terms and conditions as detailed in the explanatory statement pursuant to Section 102 of the Act, as annexed to this Notice and as may be mutually agreed between the Company and SEITB, provided that the said contract(s)/arrangement(s)/ transaction(s) shall be carried out at arm's length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and that all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."

By Order of the Board of Directors
For Schneider Electric Infrastructure Limited
-Sd/-
Sumit Goel
Company Secretary & Compliance Officer
Membership No: FCS 6661

Date: May 28, 2026
Place: Gurugram

Regd. Office: Milestone 87,
Vadodara-Halol Highway,
Village Kotambi, Post Office Jarod,
Vadodara 391 510, Gujarat

Notes and Instructions:

An Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 ("the Act") and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules") setting out material facts and reasons for the proposal related to special business is annexed hereto and forms part of this Notice.
In compliance with the MCA Circulars, Postal Ballot Notice is being sent to all the Members whose names appear on the Register of Members/ list of Beneficial Owners as received from National Securities Depository Limited ("NSDL") / Central Depository Services (India) Limited ("CDSL") (Depository Participant(s)/ "DPs") and whose e-mail address is registered with the Company/DPs, as on Friday, May 29, 2026 ("Cut-off Date"). A person who is not a member as of the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing Regulations") and the relevant MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting, i.e., by casting votes electronically instead of submitting physical postal ballot forms.
The Postal Ballot Notice will also be available for download under the 'Investor Relations' section on the website of the Company at https://infra-in.se.com/ the website of BSE Limited ("BSE") at www.bseindia.com and National Stock Exchange of India Limited ("NSE") at www.nseindia.com, on which the equity shares of the Company are listed and the website of the e-voting agency NSDL at www.evoting.nsdl.com.
Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a member on the Cut-off Date should treat this Notice for information purposes only. It is, however, clarified that all Members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.
Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests to the Company Secretary at [email protected] or Company's Registrar and Share Transfer Agent ("RTA") at [email protected] from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period of the Postal Ballot.
The vote in this Postal Ballot cannot be exercised through proxy.
As per the provisions of the SEBI Listing Regulations, all related parties (whether such related party is a party or not to the transaction as mentioned in the resolution) and members holding more than 10% of the shareholding in the Company, shall not vote to approve the resolution set out in the Notice.

We urge members to support our commitment to environment protection by choosing to receive the Company's communication through e-mail. Accordingly, Members holding shares in Demat mode who have not registered their e-mail addresses are requested to register their e-mail addresses with their respective DPs, and Members holding shares in physical mode are requested to update their e-mail addresses with the Company Secretary at [email protected] or with the Company's RTA at [email protected].
We further request members holding shares in physical format to take necessary steps for dematerializing their physical shares. This can be done by opening a demat account with a SEBI-registered Depository Participant (DP) and submitting the physical share certificates along with the Dematerialization Request Form (DRF) with the Company Secretary at [email protected] or with Company's RTA at [email protected]. Please note that holding shares in physical form may result in restricted access to certain corporate actions and services, in line with applicable SEBI regulations.
Dispatch of the Notice shall be deemed to be completed on the day NSDL sends out the communication for this Postal Ballot by e-mail, to the entitled Members.
The Scrutinizer shall, after the conclusion of the e-voting on Friday, July 3, 2026, unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make a report of the votes cast in favor or against, if any and shall, after the completion of scrutiny of the e-voting, submit the same to the Company Secretary, duly authorized by the Chairperson in writing. The resolution, if approved by the requisite majority, shall be deemed to have been passed on the last date of the e-voting of the Postal Ballot, i.e., Friday, July 3, 2026. The result of the e-voting by Postal Ballot will be announced within two working days from the conclusion of e-voting and will also be displayed on the website of the Company at https://infra-in.se.com/, website of NSDL www.evoting.nsdl.com, besides being communicated to the Stock Exchanges where the shares of the Company are listed and to RTA. In addition, the results shall also be displayed at the Company's registered office and/or corporate office.
The decision, as declared by the Chairperson or any person authorized by the Chairperson in writing, in consultation with the Scrutinizer on the validity of the vote, cast through remote e-voting, shall be considered as final. A Member shall note that once the vote on a resolution has been cast by the member, whether partially or otherwise, by the remote e-voting process, they shall not be allowed to change it subsequently or cast a vote again.
In accordance with Rule 20 and 22 of the Rules, post completion of Postal Ballot Notice through email, an advertisement shall be published in one English national daily newspaper circulating throughout India (in the English language) and one regional daily newspaper, where the Registered Office of the Company is situated and will be made available on the website of Company at https://infra-in.se.com/en/.
In this Notice and the statement of material facts, the term "Shareholder(s)" and "Member(s)" are used interchangeably.

In case of any query/grievance, you may refer to the Frequently Asked Questions for Shareholders and e-voting User Manual for Shareholders available under the Downloads section of NSDL's e-voting website www.evoting.nsdl.com or call on toll-free no.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Assistant Vice President, NSDL at [email protected] or to Mr. Sumit Goel, Company Secretary and Compliance Officer at e-mail ID [email protected].
Information at a glance:

Particulars	Notes
Cut-off Date to determine eligible members to vote on the resolution	Friday, May 29, 2026
Voting start time and date	Thursday, June 4, 2026 [09.00 A.M. (IST)]
Voting end time and date	Friday, July 3, 2026 [05:00 P.M. (IST)]
Date on which the resolution is deemed to be passed	Friday, July 3, 2026
Name, address, and contact details of Registrar and Share Transfer Agent.	MUFG Intime India Private Limited Regd. Office: C – 101 1st Floor, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai 400083
Corporate Office: Rasoi Court 5th floor 20, Sir R N Mukherjee Road, Kolkata – 700001
Contact : +91 33 6906 6200
E-mail : [email protected]
Name, address, and contact details of the e-voting service provider	National Securities Depository Limited
Please refer Note No. 15 for contact details.
NSDL e-voting website address	www.evoting.nsdl.com

Appeal and Information to Shareholders:

✓ E-mail Registration: The members are requested to register their e-mail addresses as detailed in this Notice.

✓ ATo prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. In addition, periodic statements of holdings should be obtained from the concerned DP, and holdings should be verified from time to time.

✓ KYC Update: SEBI has mandated furnishing PAN and KYC details (i.e., postal address with pin code, e-mail address, mobile number, and bank account details) and nomination details by holders of securities. RTA will not process any service requests or complaints from the member until the aforesaid details/ documents are provided to RTA. Relevant details and forms prescribed by SEBI in this regard are available on the website of the Company at https://download.schneider-electric.com/files?p_enDocType=Institutional+Document&p_Doc_Ref=Form_SH.

✓ Enrollment on ODR Portal: SEBI vide circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023 and SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/191 dated December 20, 2023 read with Master Circular No. SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated December 28, 2023 had issued guidelines towards an additional mechanism for investors to resolve their grievances by way of Online Dispute

Resolution ("ODR") mechanism to facilitate online resolution of all kinds of disputes arising in the Indian securities market. The ODR Portal allows investors with additional mechanism to resolve the grievances. Please be informed that the Company has also enrolled on Smart ODR portal for shareholders to lodge grievances on ODR platform, if not satisfied with the resolution provided by the Company, RTA and SEBI Scores.

✓ Special Window for Transfer and Dematerialization of Physical Securities: Pursuant to SEBI Circular No. HO/38/13/11(2)2026-MIRSD-POD/ I/3750/2026 dated January 30, 2026, shareholders are hereby informed that a special window has been opened from February 5, 2026 till February 4, 2027 for transfer and Dematerialization of Physical Securities sold/purchased prior to April 01, 2019. The special window is also applicable to such transfer requests which were submitted earlier and were rejected/returned/not attended to due to deficiency in the documents/process/or otherwise. Please note that all such requests/ shares during this window shall be processed only in demat mode and due process shall be followed for such transfer-cum-demat requests. Eligible shareholders may submit their requests along with the requisite documents to the Company and/or to RTA within the afore-said period.

The instructions for e-voting are as under:

The way to vote electronically on NSDL e-voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-voting system

Step 2: Cast your vote electronically on NSDL e-voting system.

Step 1: Access to NSDL e-voting system

A) Login method for e-voting for Individual shareholders holding securities in demat mode

In terms of SEBI Master circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depositary Participants. Shareholders are advised to update their mobile number and email address in their demat accounts in order to access e-voting facility.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the

Type of shareholders

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the

"Beneficial Owner" icon under "Login" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under value added services. Click on "Access to e-voting" under e-voting services and you will be able to see e-voting page. Click on Company name or e-voting service provider i.e., NSDL and you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period.

If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will be opened. You will have to enter your User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on Company name or e-voting service provider i.e., NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period.
Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

NSDL Mobile App is available on

Individual Shareholders holding securities in demat mode with CDSL

Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
After successful login, the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period. Additionally, there are also links provided

to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers' website directly.

If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from an e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. Upon logging in, you will be able to see e-voting option. Click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on Company name or e-voting service provider i.e., NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-voting website?

Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will be opened. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e., Cast your vote electronically.

Your User ID details are given below:

Manner of holding shares i.e., Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID
For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID
For example, if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-voting, then you can user your existing password to login and cast your vote.

b) If you are using NSDL e-voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password,' you need to enter the 'initial password', and the system will force you to change your password.

c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password.'

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name, and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.

After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
Now, you will have to click on "Login" button.
After you click on the "Login" button, Home page of e-voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system.

How to cast your vote electronically on NSDL e-voting system?

After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
Select "EVEN" of Company for which you wish to cast your vote during the remote e-voting period.
Now you are ready for e-voting as the Voting page opens.
Cast your vote by selecting appropriate options, i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
Upon confirmation, the message "Vote cast successfully" will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copies (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc., with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc., by clicking on "Upload Board Resolution / Authority Letter" displayed under the "e-voting" tab in their login.
It is strongly recommended not to share your password with anyone and take utmost care to keep it confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

Process for those shareholders whose e-mail ids are not registered with the depositories for procuring user id and passwords and registration of e-mail ids for e-voting for the resolution set out in this Notice:

In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by e-mail to [email protected]
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement,

PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e., Login method for e-voting for Individual shareholders holding securities in demat mode.

Alternatively, the shareholder/member may send a request to [email protected] to procure user id and password for e-voting by providing above mentioned documents.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 [THE ACT]

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), inter-alia, states that all material related party transactions (RPTs') shall require prior approval of the Members by means of an Ordinary Resolution.

For this purpose, as per Scheduled XII of the SEBI Listing Regulations, where the annual consolidated turnover of the listed entity as per the last audited financial statements, is up to INR 20,000 crore, any transaction with a related party shall be considered "material", if the transaction(s) entered into/to be entered into individually or taken together with the previous transaction(s) during a financial year exceeds 10% of annual consolidated turnover of the listed entity.

In the ordinary course of its business, the Company enters into / proposes to enter into transactions / contract(s) / agreement(s) / arrangement(s) with its related parties in terms of Regulation 2(1) (zc)(i) of the SEBI Listing Regulations. Amongst these, the estimated value of the contract(s)/ arrangement(s)/ transaction(s) with Schneider Electric IT Business India Private Limited (SEITB), fellow subsidiary of the Company, is expected to exceed the materiality threshold, on annual basis.

Accordingly, in compliance with Regulation 23 of the SEBI Listing Regulations, the approval of the Members is being sought for entering into Material RPTs placed in the proposed resolution of this Notice. This approval for material RPT will include material modification in line with RPT policy of the company.

Further, SEBI vide its circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 has mandated Industry Standards on "Minimum information to be provided to the Audit Committee and Shareholders for approval of a Related Party Transaction" ('Industry Standards') to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of the Listing Regulations read with the SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, ('SEBI Master Circular'). The Standards inter alia requires listed entity to provide minimum information, in specified format, relating to the proposed RPTs, to the Audit Committee and to the shareholders, while seeking approval.

All transactions between the Company and SEITB shall be entered at arm's length and in the ordinary course of business, pricing will be benchmarked against market standards and adequate internal controls and documentation will be maintained. Such transactions are undertaken after obtaining prior approval of the Audit Committee and Board and are reviewed on a quarterly basis, pursuant to its approval.

The mandatory disclosure in accordance with the Industry Standards along with the details under Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 for proposed material RPT, is annexed to this Notice.

The earlier approval granted by Members dated March 25, 2026 for entering into material RPT with SEITB, is proposed to be superseded, to the extent of revision in the limits relating to sale of goods transactions, which are being revised from INR 15 crores to INR 100 crores, in line

with business requirements, while all other transaction categories and limits shall remain unchanged.

Pursuant to Regulation 23 of the SEBI Listing Regulations, all related parties shall abstain from voting on this resolution, whether the entity is a related party to the particular transaction or not.

None of the Directors, Key Managerial Personnel ("KMP") of the Company and their relatives are, in any way, concerned or interested financially or otherwise, in the proposed resolution.

The Board recommends the Ordinary Resolution for approval by the Members of the Company.

Pursuant to the SEBI Circular dated June 26, 2025 on Industry Standards, Minimum Information to be placed before the Members relating to the proposed Related Party Transaction(s) is provided as under:

Sr. No.	Particulars of the information	Information provided by the management
a	Information as placed before the Audit Committee in the format as specified in the RPT Industry Standards, to the extent applicable	Refer Annexure
b	Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPTs.	The proposed material RPT is in furtherance of the Company's business purposes and therefore, in the interest of the Company and are in the normal course of business and at arm's length.
c	Disclosure of the fact that the Audit Committee has reviewed the certificates provided by the CEO/Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry Standards	The Audit Committee has reviewed and taken note of the certificate placed before it signed by Mr. Udai Singh, Managing Director and CEO and Mr. Omkar Prasad, Chief Financial Officer of the Company, confirming that proposed RPT is in the interest of the Company.
d	Disclosure that the material RPT or any material modification thereto has been approved by the Audit Committee and the Board of Directors recommends the proposed transaction to the shareholders for approval	The Board of Directors, on recommendation of the Audit Committee at its meeting held on May 28, 2026, have reviewed all necessary information, and approved the entering into Material RPT with SEITB for FY 2026-27 subject to the approval of the Members of the Company. In compliance with the applicable law and guidelines issued by SEBI, the approval of Members is being sought for entering to the said Material RPTs with SEITB for the financial year 2026-27.

e	Web-link and QR Code, through which shareholders can access the valuation report or other reports of external party, if any, considered by Audit Committee while approving the RPT	Not Applicable
f	Affirmation that the Audit Committee and Board of Directors, while providing information to the shareholders, have redacted the commercial secrets and such other information that would affect competitive position of listed entity and in its assessment, the redacted disclosures still provide all the necessary information to the public shareholders for informed decision making	Not Applicable
g	Any other information that may be relevant	Nil

By Order of the Board of Director
For Schneider Electric Infrastructure Limited
-Sd/-
Sumit Goel
Company Secretary & Compliance Officer
Membership No: FCS 6661

Date: May 28, 2026
Place: Gurugram

Regd. Office: Milestone 87,
Vadodara-Halol Highway,
Village Kotambi, Post Office Jarod,
Vadodara 391 510, Gujarat

Disclosure in accordance with Industry Standards on Minimum Information ("RPT Industry Standards") to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions (RPTs)" dated June 26, 2025 read with SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

PART A: Minimum Information of the Proposed RPT, applicable to all RPTs

S. No.	Particulars of the information	Information provided by the Management
A (1)	Basic Details of Related Party
a	Name of the Related Party	Schneider Electric IT Business India Private Limited (SEITB)
b	Country of incorporation	India
c	Nature of business	Secure Power, Energy management and automation solutions
A (2)	Relationship and Ownership of the Related Party
1	Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following:	Fellow Subsidiary
a	Shareholding of the listed entity/subsidiary in related party	Nil
b	Capital contribution made by the listed entity/subsidiary, where the related party is a body corporate without share capital.	Nil
c	Shareholding of the related party in the listed entity/subsidiary	Nil
A (3)	Details of Previous Transactions with the Related Party
	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.	Please refer information below.

	(Amount in INR Crores)
	Type of Transaction	Purchase - Goods	Purchase - Services	Purchase - Fixed Asset	Sale - Goods	Sale - Services	Sale - Fixed Assets	Reimbursement	Interest on loan & pref. shares	Borrowing
	Transaction during last FY 2025-26	-	-	-	6	1	-	-	27	204*
	Transaction during Current FY up to quarter immediately preceding the quarter in which the approval is sought**	-	-	-	-	-	-	-	-	-
	Any default, made by related party during the Last FY	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	There is an outstanding long-term loan of INR 255 crores from SEITB, continuing from the previous years, which is not explicitly included above, however has been considered in calculating the overall borrowing transaction. The above amount represents actual cash-pool transactions during the FY 2025-26. *Pursuant to the approval granted by the Members on March 25, 2026, the Company entered into certain transactions during April-May 2026 within the approved limits. However, these transactions have not been mentioned herein, as the immediately preceding quarter does not fall within the current FY.
A (4)	Amount of the proposed transaction(s) (in INR Crores)
	Proposed Limit	605
		10	5	2	100	10	2	6	40	175*

Whether proposed transaction is a material RPT	Yes
Value of the proposed transactions as a percentage of SEIL annual turnover for the immediately Preceding FY	0.3%	0.2%	0.1%	3.5%	0.3%	0.1%	0.2%	1.4%	14.9%
Value of proposed transactions as a percentage of subsidiary's annual turnover for the immediately preceding FY	Not Applicable
Value of the proposed transactions as a percentage of related party's annual turnover for immediately preceding FY	0.1%	0.1%	0.0%	1.4%	0.1%	0.0%	0.1%	0.6%	6.1%
Financial performance of the related party for the immediately Preceding FY (*As on March 31, 2025)
Turnover of Related Party	7,056

	Profit after Tax of Related Party	776
	Net worth of Related Party	3,042
	There is an outstanding long-term loan of INR 255 crores, continuing from the previous years, which is not explicitly included above, however, has been considered in the proposed material RPT limit. The above amount reflects the limit of proposed cash-pool transactions for FY 2026-27
A (5)	Basic Details of the Proposed Transaction(s)
(Amount in INR Crores)
	Type of Proposed Transaction	Purchase - Goods	Purchase - Services	Purchase - Fixed Asset	Sale - Goods	Sale - Services	Sale - Fixed Assets	Reimbursement	Interest on loan & pref. shares	Borrowing
	Detail of Proposed Transaction	The above proposed transactions include purchase and sale of materials, spares, components, services and operational assets, reimbursement for expenses, interest payments on loans and preference shares, and borrowing relating to ongoing loans and cash-pooling facilities.
	Tenure of Proposed Transaction	For FY 2026-27 (1 year)
	Whether omnibus approval is being sought?	No	No	No	No	No	No	No	No	No
	Value of the proposed transaction during a financial year.	10	5	2	100	10	2	6	40	175*
	Justification as to why the RPTs proposed	The proposed transactions are required to be undertaken in furtherance of the Company's business objectives, ensuring continuity of operations and achieving operational efficiencies. All transactions are proposed to be carried out on an arm's-length basis and as per the transfer pricing policy of Schneider Electric Group, thereby ensuring that the Company's interests are protected and no undue benefit is extended to any related party.

PART B Information to be provided only if a specific type of RPT as mentioned below is proposed to be undertaken and is in addition to Part A:

S. No.	Particulars of the information	Information provided by the Management
B (1)	Sale, purchase or supply of goods or services or any other similar business transaction and trade advances
		Purchase - Goods	Purchase - Services	Sale - Goods	Sale - Services
1	Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services.	No bidding undertaken as SEITB is a fellow subsidiary.
2	Basis of determination of price	Transfer Pricing Policy of the Schneider Electric Group validated by the independent external consultants.
3	In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following:	No Trade advance given
	Amount of Trade advance	Not Applicable

	Tenure	Not Applicable
	Whether same is self-liquidating?	Not Applicable
B (5)	Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary
1	Material covenants of the proposed transaction	There is no proposal for fresh borrowings for FY 2026-27. However, the Company has continuing outstanding borrowings amounting to INR 430 crores, comprising a standing loan of INR 255 crores and INR 175 crores drawn under the cash-pooling arrangement for working capital requirements.
2	Interest rate (in terms of numerical value or base rate and applicable spread)	Prevailing Treasury Bill rate (Currently 6.1%)
3	Cost of borrowing
Note: This shall include all costs associated with the borrowing.	Nil
4	Maturity / due date	Out of total borrowings, long-term Loan amounting to INR 255 crores shall mature on June 26, 2028. The Cash pooling arrangement INR 175 crores is short term in nature and is repayable within a period of 15 days.
5	Repayment schedule & terms	Long Term Loan of INR 255 crores repayable on maturity date with periodical Interest payment. Cash pooling arrangement INR 175 crores is short term in nature and is repayable within a period of 15 days.
6	Whether secured or unsecured	Unsecured
7	If secured, the nature of security & security coverage ratio	N.A.
8	The purpose for which the funds will be utilized by the listed entity	Long term business financing and to meet working capital requirement

PART C Information to be provided only if a specific type of RPT mentioned below proposed to be undertaken is a material RPT and is in addition to Part A and B

S. No.	Particulars of the information	Information provided by the Management
C (4)	Disclosure only in case of transactions relating to borrowings by the listed entity
1	Debt to Equity Ratio of the listed entity based on last audited financial statements
	a. Before transaction
b. After transaction	0.39
0.71
2	Debt Service Coverage Ratio of the listed entity based on last audited financial statements
	a. Before transaction
b. After transaction	17.1
9.5

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SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Proxy Solicitation & Information Statement 2026

62373_rns_2026-06-03_3cb23827-0d6c-449b-9d18-ecf75aa7b844.pdf

NOTICE OF POSTAL BALLOT

SPECIAL BUSINESS:

Notes and Instructions:

Step 1: Access to NSDL e-voting system

Step 2: Cast your vote electronically on NSDL e-voting system.

How to cast your vote electronically on NSDL e-voting system?

General Guidelines for shareholders

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SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED — Proxy Solicitation & Information Statement 2026

62373_rns_2026-06-03_3cb23827-0d6c-449b-9d18-ecf75aa7b844.pdf

NOTICE OF POSTAL BALLOT

SPECIAL BUSINESS:

Notes and Instructions:

Step 1: Access to NSDL e-voting system

Step 2: Cast your vote electronically on NSDL e-voting system.

How to cast your vote electronically on NSDL e-voting system?

General Guidelines for shareholders

More from SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED

SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Proxy Solicitation & Information Statement 2026