Meeting Details
The postal ballot process constitutes a deemed general meeting conducted through remote e-voting only, without a physical meeting. The resolution is deemed to be passed on Friday, July 3, 2026, if approved by requisite majority.
Proposed Resolutions and Implications
The single ordinary resolution seeks approval for material related party transactions between Schneider Electric Infrastructure Limited and Schneider Electric IT Business India Private Limited (a fellow subsidiary) for an aggregate value up to INR 605 Crores during financial year 2026-27. The transactions include:
- Sale of Goods and Services, Stores and Spares
- Purchase of Goods and Services, Stores and Spares
- Availing/rendering of any kind of services or any other transactions for transfer of resources, services or obligations
- Other reimbursement or borrowings
This resolution supersedes the earlier approval granted by members on March 25, 2026, specifically revising the sale of goods limit from INR 15 crores to INR 100 crores while maintaining other transaction categories and limits unchanged.
Voting Process and Methods
The voting will be conducted exclusively through remote e-voting facility provided by National Securities Depository Limited (NSDL). No physical polling or postal ballot forms will be accepted.
Key Voting Timeline
- e-Voting start: Thursday, June 4, 2026 at 09:00 AM IST
- e-Voting end: Friday, July 3, 2026 at 05:00 PM IST
- Result announcement: On or before Tuesday, July 7, 2026
- Cut-off date for eligibility: Friday, May 29, 2026
Voting Rights and Restrictions
Voting rights shall be in proportion to shares held as on the cut-off date. As per SEBI Listing Regulations, all related parties (whether party to the transaction or not) and members holding more than 10% of shareholding shall not vote to approve the resolution.
Scrutinizer Appointment
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 Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
Compliance with Laws and Regulations
The postal ballot is conducted in compliance with:
- Section 108 and 110 of the Companies Act, 2013
- Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014
- Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- MCA General Circular Nos. 14/2020, 17/2020, and 03/2025
- Secretarial Standards on General Meetings (SS-2) issued by ICSI
Transaction Details and Justification
The proposed transactions are justified as being in the ordinary course of business, at arm's length basis, and in furtherance of the Company's business objectives. The Audit Committee and Board have reviewed and approved the transactions, confirming they are in the interest of the Company.
Historical Transaction Data
For FY 2025-26, transactions with SEITB included:
- Sale of Goods: INR 6 crores
- Sale of Services: INR 1 crore
- Interest on loan & preference shares: INR 27 crores
- Borrowing: INR 204 crores (cash-pool transactions)
- Outstanding long-term loan: INR 255 crores (continuing from previous years)
Financial Impact Analysis
The proposed transactions represent:
- 0.3% of SEIL's annual turnover for preceding FY
- 14.9% of SEIL's annual turnover for borrowing transactions
- Debt to Equity Ratio would change from 0.39 to 0.71 after transaction
- Debt Service Coverage Ratio would change from 17.1 to 9.5 after transaction
Additional Information
The Postal Ballot Notice is available on the Company's website (https://infra-in.se.com/) and NSDL's website (www.evoting.nsdl.com). Members can inspect documents by contacting the Company Secretary at company.secretary@schneider-electric.com or RTA at investor.helpdesk@in.mpms.mufg.com.