Highlights of the Company’s financial performance
for the year ended 31 March 2026 are as under:

FY 2025-26 marked yet another milestone for Polycab India
Limited, with the Company delivering its highest-ever revenue
and profitability. Polycab achieved a stellar revenue growth of
29% YoY, surpassing the I 285 billion mark. This achievement
not only underscores the Company's strong execution across
business segments but also positions Polycab as the largest
company in India's electrical industry by revenue for the second
consecutive year.

This exceptional performance was driven by broad-based
growth across all business verticals.

On profitability front, EBITDA for the year grew 35% YoY, with
margins at a healthy 13.9%, supported by cost discipline and
operating leverage. PAT crossed the I 25 billion milestone,
registering 32% YoY growth, reaffirming Polycab's standing as
the most profitable company in the electrical industry for the
fourth consecutive year.

The Company is progressing well on its five-year strategic plan
till FY30: Project Spring - a comprehensive growth roadmap
shaped by global ambition and a deeper sense of purpose.

Under this strategy, the Company aims to:

• Grow its Wires and Cables (W&C) business at 1.5x the industry
growth rate,

• Maintain long-term EBITDA margins within W&C between
11% and 13%

• Increase the contribution of international business to over
10% of total revenues

• Establish the Fast-Moving Electrical Goods (FMEG)
business as a major growth engine, targeting 1.5x to
2x industry growth

• Improve the EBITDA margins in the FMEG business
to 8-10%.

• To support these ambitions, Polycab plans to
invest I 60-80 billion in capital expenditure
over the next five years, focusing on capacity
expansion, backward integration, digitization, and
ESG-led initiatives

• In parallel, the Company will continue to reward
shareholders by improving the dividend payout ratio
to >30%.

The Company has also formalized a five-year ESG
roadmap, reinforcing the Company's commitment to
responsible growth. The plan outlines 10 measurable
targets across Environmental, Social, and Governance
pillars, covering renewable energy use, water recycling,
gender diversity, health and safety, ethical governance,
and community development, amongst others. To
institutionalize accountability, Polycab has established
a Board-level ESG Committee, an ESG Council, and
has linked ESG metrics to the variable compensation
of respective stakeholders. The Company is committed
to transparent annual reporting of its ESG progress,
aligning with its core principle of “Growing with
Purpose."

Through Project Spring, Polycab is not just preparing
for the next phase of growth - it is defining it. With
scale, efficiency, innovation, and a strong sense of
responsibility, the Company remains focused on leading
the transformation of India's electrical ecosystem -
delivering sustainable value to all stakeholders while
shaping a better tomorrow.

Wires and Cables Performance

W&C segment sustained its impressive growth
momentum in FY 2025-26, delivering a 33% YoY
revenue increase to I 252 billion. This accounted for 87%
of the Company's total sales, reinforcing the segment's
foundational role in Polycab's business portfolio.

The growth was primarily driven by robust domestic
demand, underpinned by heightened government
infrastructure investments, particularly in the mobility
and power sectors and steady activity in the real estate
space. Despite volatility in raw material prices, Polycab
maintained strong profitability through its disciplined
approach, which enabled the company to effectively
mitigate cost pressures while preserving operational
efficiency and financial resilience.

The Company further strengthened its market
leadership, gaining an estimated 3-4% market share
and solidifying its position with a total share of 30-31%
in India's organized W&C market.

This sustained growth in market share underscores the
effectiveness of our execution under Project Spring and
reinforces the strength of the company's long-term
strategy. The company's continued investments in brand
building, distribution expansion, and manufacturing
scale have enabled it to capture meaningful share in
a competitive landscape. Importantly, these gains are
structural rather than cyclical, driven by the ongoing
shift toward organized players, a rising preference for
quality and regulatory compliance, and the company's
proven ability to serve customers reliably across
diverse geographies.

Polycab's international business delivered a healthy
performance, growing 17% YoY, despite the tensions in
the Middle East that impacted sales during the fourth
quarter. The company remains confident in the long¬
term outlook of its exports business with a healthy
order book and supportive demand trends. Polycab
has significantly expanded its global footprint to 94

countries, up from 48 in FY19, reflecting its increasing
global reach. Long term growth drivers for exports
include investments in renewables, power infrastructure,
oil & gas, and data centers across major global markets.

W&C Guidance

As part of Project Spring, Polycab's next five-year
strategic phase, the Company aims to grow its W&C
business at approximately 1.5x the industry growth rate.

The Company's performance was also driven by its
ability to effectively capture opportunities across
both distribution-led and project-driven businesses.

A well-balanced presence across retail, institutional,
and infrastructure segments enabled the Company
to deliver consistent growth despite evolving
demand dynamics.

The product mix continued to evolve in line with
industry trends, with cables registering stronger growth
compared to wires, driven by higher demand from
infrastructure and industrial applications. This shift
supported overall growth and contributed to enhanced
market positioning. Based on industry estimates, the
Company further strengthened its leadership position in
the domestic organized W&C market, with market share
improving to approximately 30-31%.

The Company plans to increase its export revenue share
to over 10% of total revenue by FY 2029-30. To support
this ambitious growth strategy, Polycab is committed
to expanding its global footprint, enhancing product
certifications, and deepening engagements with large
EPC players.

Project Spring reinforces the pivotal role of the W&C
segment in driving Polycab's next phase of growth.
Backed by favorable macroeconomic tailwinds, a strong
domestic foundation, and a focused international
expansion strategy, the segment is well positioned to
deliver sustainable and profitable growth. The ability to
address evolving infrastructure needs, combined with

a strong emphasis on customer-centric innovation,
ensures that W&C remains central to Polycab's long¬
term value creation.

Fast-Moving Electrical Goods (FMEG)

Business Performance

The FMEG segment continued its robust growth
trajectory in FY 2025-26, recording a strong 25% YoY
increase in revenue to 1 20,693 million, contributing
7% to the Company's overall top-line. The robust
performance was driven by the successful execution
of various strategic initiatives, including business
restructuring, channel expansion, product architecture
enhancements, brand building and the implementation
of the influencer management program. These efforts
have contributed to strong revenue expansion across all
product categories, reinforcing the Company's position
in the highly competitive FMEG industry.

Notably, after breaking even in Q4FY25, the FMEG
business has continued to deliver profitability in FY26 -
generating consistent improvement in profitability and
contribute to the Company's bottom-line growth.

FMEG Guidance

Under Project Spring, Polycab has outlined an ambitious
vision to scale its FMEG business at a rate of 1.5x to 2x
the industry's growth, with the aim of emerging as one
of the leading players across key product categories by
FY 2029-30. This vision is backed by a comprehensive
strategic roadmap focused on distribution
expansion, portfolio diversification, and enhanced
brand investments.

A key pillar of this roadmap is the institutionalization of
a micro-market strategy, which segments the country
into high-potential geographic clusters based on local
demand patterns, economic activity, and consumer
behaviour. This granular, data-driven approach enables
Polycab to implement localized marketing initiatives,
customized product positioning, and optimized
distribution strategies, thus improving sales conversions,

service delivery, and brand presence across urban, semi¬
urban, and rural areas.

Complementing this is the continuous enhancement
of Polycab's influencer management program, aimed
at deepening engagement with key stakeholders such
as electricians, contractors, and retailers. By combining
micro-market strategy with influencer-led outreach,
Polycab is well-positioned to capture regional growth
opportunities, boost market penetration, and drive
sustained, long-term growth in the FMEG segment.

Commodity Price Volatility and Market Trends

FY 2025-26 experienced significant volatility in
commodity prices due to global macroeconomic shifts,
geopolitical tensions, and supply chain disruptions.
Prices of key raw materials such as Copper and
Aluminium experienced significant volatility throughout
the year.

• Copper prices began at $9,652 per metric tonne (MT)
in April 2025, peaked at $12,968 per MT in February
2026, and continued to stay at elevated levels in
March 2026.

• Aluminium prices followed a similar pattern, opening
at $2,480 per MT in April 2025, and peaking at
$3,370 per MT in March 2026

• The Indian rupee depreciated significantly against
the U.S. dollar, starting at 185.53/USD in April
2025 and crossing 193/USD mark by March 2026,
influenced by rising crude oil prices, significant
foreign portfolio outflows, and a widening Indian
trade deficit

The Wires & Cables industry is set for sustained growth,
supported by robust domestic demand, increasing
electrification, and sustained investments across
infrastructure, power, real estate, and emerging
technology-driven applications. Over the past decade,
the industry has expanded significantly reaching 11.01
lakh crore in FY26 and is expected to maintain a strong
growth trajectory over the medium term, with demand
growth estimated at approximately 1.5x-2.0x real GDP,
reflecting its close linkage with economic development
and infrastructure intensity.

India's economy continued to demonstrate resilience
in FY 2025-26, maintaining its position as one of
the fastest-growing major economies globally. This
performance was supported by strong domestic
demand, sustained government capital expenditure,
and a gradual recovery in private sector investments,
despite an uncertain global environment.

Continued focus on strengthening distribution,
expanding market reach, and enhancing operational
efficiency positions, Polycab well sustains its growth
momentum and further consolidates its leadership in
the domestic W&C industry.

Capex and Liquidity

During the year under review, the Company incurred
a capital expenditure of approximately 114.8 billion, in
line with the Project Spring guidance. This marks the
highest-ever annual capex in Polycab's history. The
expenditure was primarily directed towards capacity
expansion initiatives aimed at supporting future growth.

Polycab's commitment to strategic investment is further
reinforced by Project Spring, under which the Company
plans to deploy 160-80 billion over the next five years.
This step-up in capital allocation reflects the robust
demand outlook in the W&C segment and adjacent
business areas. These investments will be focused on
capacity expansion across all major product lines in
W&C, selective scale-up in the FMEG segment, and
strategic backward integration to enhance efficiency
and cost competitiveness.

As of 31 March 2026, the Company's consolidated
liquidity position stood at 141,940 million, comprising
cash and cash equivalents, bank deposits, short-term
investments, and net of borrowings. Supported by
robust cash flows and a strong balance sheet, the
company is well positioned to self-fund its future
investments while continuing to deliver sustainable
value to its stakeholders.

Quality Initiatives

The Company continues to strengthen its commitment
to delivering uncompromising quality, superior customer
experience, and best-in-class service excellence,
while sharpening its focus on business continuity and
operational resilience. Proactive capacity expansion has
enabled the Company to supply high-quality products
swiftly and efficiently, without compromise. These
enhancements not only address current market demand
but also establish a strong foundation for long-term
scalability in line with the ambitions of Project Spring.

A key objective under Project Spring is to consolidate
leadership in the wires and cables segment by gaining
share from unorganised players. The Company is
advancing this through a differentiated playbook that
combines superior product quality, a trusted brand, and
enhanced customer-centricity—critical levers identified
in the Project Spring roadmap.

The Company continues to maintain enterprise-wide
certification to the following recognized standards:

• ISO 9001: 2015 Quality Management Systems (QMS)
covers all production locations of Polycab.

• ISO 14001: 2015 Environmental Management
Systems (EMS) covers all production locations
of Polycab.

• ISO 45001: 2018 Occupational Health and Safety
Management Systems (OHMS) cover the major
production locations of Polycab.

• ISO 50001: 2018 Energy Management Systems
(EnMS) covers the major production locations
of Polycab.

• ISO 17025: 2017 (General requirements for the
competence of testing and calibration laboratories).

• IATF 16949: 2016.

• IRIS Certification Performance assessment: 2023 for
Rolling Stock business category.

2. Transfer to Reserve

The Company does not propose to transfer any
amounts to Reserves.

3. Deposits

The Company has not accepted any deposits covered
under Chapter V of the Companies Act, 2013 (‘the Act')
during the financial year 2025-26 (previous year NIL).

4. Dividend

The Board of Directors at its meeting held on 06 May
2026 have recommended a dividend @ 147/- (470%)
per equity share of the face value of 110/- each for the
financial year 31 March 2026 subject to approval of
the members of the Company at the ensuing Annual
General Meeting. The total cash out flow on account of
payment of dividend would be approximately 1 7,076
million. The members whose names appear as beneficial
owners as at the end of the business hours on Friday,

19 June 2026 (Record date) will be eligible for receipt
of dividend.

The dividend, if approved by the members will be
paid on or before 30 days from the date of Annual
General Meeting.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations'), the Board of Directors of the
Company formulated and adopted the Dividend
Distribution Policy .

The dividend recommendation is in accordance with
the Policy of the Company. The dividend will be paid
out of the profits for the year. The Policy is available on
Company's website and is accessible through weblink.

Pursuant to the Finance Act, 2020, dividend income
is taxable in the hands of the shareholders effective
01 April 2020 and the Company is required to deduct
tax at source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 2025.

5. Change in Share Capital

6. Subsidiaries, Joint Ventures
& Associates

6.1 Subsidiaries

a) Details of Subsidiaries

As on 31 March 2026, the Company had 7 (Seven)
Subsidiaries as detailed below:

Note: ¹Yet to commence business operations

²WOS - Wholly-owned Subsidiary

incorporated post closure of Financial Year 2025-26.

None of the subsidiaries mentioned above is a material
subsidiary as per the threshold laid down under the SEBI
Listing Regulations as amended from time to time.

b) Financial Performance of Subsidiaries

Pursuant to Section 129(3) of the the Act, a statement
containing salient features of the Financial Statements
of each of the subsidiaries and Joint Venture Company

in the prescribed Form AOC-1 is set out in Annexure

[A] to this report. The financial statements of the
subsidiaries are available for inspection by the members
at the registered office of the Company pursuant to the
provisions of Section 136 of the Act and also available on
the Company's website and accessible through weblink.

The financial performance of the subsidiaries of the
Company are detailed below:

(i) Tirupati Reels Private Limited ('TRPL’)

TRPL was incorporated as a Private Limited Company
on 21 January 2015 under the Act. Its registered office
is in New Delhi, India. TRPL is engaged, inter-alia, in
the business of manufacturing, exporting, importing,
dealing and distributing reels, drums, pallets, packaging
material made of wood / steel or any articles and its
by-products. TRPL supplies cables packing drums to PIL.
The Company holds 55% equity shares in TRPL. TRPL is
market leader in the line of manufacturing of Pinewood
Reels in India for Cable, Wire & Wire Ropes Industries
since 1961.

During the year under review, the financial performance
of TRPL was as follows:

(ii) Dowells Cable Accessories Private Limited
('Dowells’)

Dowells was incorporated as a Private Limited Company
on 01 December 2015 under the Act, having its
registered office in Gujarat, India. Dowells is engaged,
inter-alia, in the business of manufacturing, designing,
importing and exporting of soldering or other types
of cable sockets for electrical wires, connectors, lugs,
glands and accessories. The Company holds 60% equity
shares in Dowells.

Dowells is a market leader in terminal technology with
accumulated experience in the line of manufacturing
of cable terminals, connectors, cable glands, crimping
system and accessories since 1961. Dowells is presently
increasing its product range to include in-house
manufacturing of cable glands and capacity expansion
of all types of lugs.

During the year under review, the financial performance
of Dowells was as follows:

(iii) Polycab USA LLC ('PULLC’)

PULLC was incorporated on 27 January 2020, as
a Limited Liability Company. Its registered office is
situated in USA. PULLC was incorporated with the
objective of manufacturing and trading of wires &
cables and electricals consumer products. The Company
holds 100% equity shares in PULLC.

During the year under review, the financial performance
of PULLC was as follows:

(iv) Polycab Electricals and Electronics Private
Limited (‘PEEPL’)

PEEPL was incorporated as a Private Limited Company
on 19 March 2020 under the Act.Its registered office is
situated in Maharashtra, India. PEEPL was incorporated
with an objective of manufacturing and trading of
wires & cables and Electricals and Electronics consumer
products. PEEPL is yet to commence its business
operation. The Company holds 100% equity shares
in PEEPL.

(v) Polycab Australia Pty. Limited (‘PAPL’)

Polycab Australia Pty. Ltd. was incorporated as a
wholly-owned subsidiary on 01 July 2020.Its registered
office is situated in Australia. PAPL is involved in the
business of trading of electrical cables and wires,
optical fibre cables and consumer electrical goods. The
Company holds 100% equity shares in PAPL.

During the year under review, the financial performance
of PAPL was as follows:

(vi) Polycab Support Force Private Limited (PSFPL)

Polycab Support Force Private Limited was incorporated
as a wholly-owned subsidiary on 13 March 2021. Its
registered office is situated in Gujarat, India. PSFPL
is engaged in the business of staffing solutions.

The objective of incorporating PSFPL is to provide
manpower support to the Company and other group
companies. The Company holds 100% equity shares
in PSFPL.

During the year under review, the financial performance
of PSFPL was as follows:

(vii) Steel Matrix Private Limited (‘Steel Matrix’)

Steel Matrix was incorporated as a Private Limited
Company on 11 November 2021 under the Act.Its
registered office is situated in Gujarat, India. Steel
Matrix was incorporated with the objective of securing
dependable supply of quality packing materials,
improving control over the supply chain and increase
the overall operating efficiencies. Steel Matrix is yet to
commence its business operations. The Company holds
100% equity shares in Steel Matrix.

# Polycon Infra Projects Private Limited
(‘Polycon’)

The Company incorporated as wholly owned subsidiary,
Polycon Infra Projects Private Limited (‘Polycon'), on 24
April 2026 and received the Certificate of Incorporation
from the Registrar of Companies.

Polycon has been established as an extended arm of
the Company to undertake and execute Engineering,
Procurement and Construction (EPC) projects, primarily
in the power distribution & transmission and telecom

industry / business. Its scope of operations, inter alia,
includes execution through sub-let contracting, back-
to-back arrangements, subcontracting, independent
bidding, and participation in consortiums and/or joint
ventures, on a royalty and/or profit-sharing basis.

The Board believes that the incorporation of Polycon
will strengthen the Company's capabilities in EPC
projects and contribute to its long-term growth and
diversification strategy.

6.2. Joint Venture: Techno Electromech Private
Limited (Techno)

Techno was incorporated as a private limited company
on 25 January 2011 at Vadodara under the Companies
Act, 1956. Its registered office is in Gujarat, India. Techno
is involved in the business of, inter alia, manufacturing of
light emitting diodes, lighting and luminaires, and LED
driver. The Company holds 50% shares in Techno.

During the year under review, the financial performance
of Techno was as follows:

6.3 Amalgamation of Uniglobus Electricals and
Electronics Private Limited ('Uniglobus’) with
Polycab India Limited (‘the Company’).

The Board of Directors of the Company (‘Board'),
at its meeting held on 05 May 2025, approved the
scheme of amalgamation of Uniglobus Electricals and
Electronics Private Limited (‘Uniglobus'), a wholly-
owned subsidiary of Polycab India Limited, into and
with the Company. The Hon'ble National Company
Law Tribunal (‘Hon'ble NCLT'), Ahmedabad Bench
vide its order dated 27 February 2026 sanctioned the
Scheme. The effective date of the Scheme was 27
March 2026. As per the terms of the Scheme, the entire
shareholding of the Company in Uniglobus stands
cancelled. The amalgamation is expected to result
in operational synergies, rationalisation of business
operations, consolidation of R&D of FMEG products,
technology and R&D integration, consolidation of
compliances and optimisation of resources, thereby
enhancing overall efficiency and competitiveness. It
also enables streamlining of corporate structures, cost
efficiencies through elimination of duplicative functions,
and improved utilisation of combined capabilities and
expertise. Further, the consolidation is anticipated
to strengthen the customer interaction, service and
satisfaction, enhance scale benefits, and create long¬
term value for stakeholders.

6.4 Associate

The Company does not have any Associate Company.

7. Directors and Key Managerial
Personnel (‘KMPs’):

7.1. Re-appointments, Change in designation,
Completion of Tenure and Cessation
as Directors:

a) Re-appointment of Mrs. Manju Agarwal
(DIN: 06921105) for a Second term as an
Independent Director of the Company

The Nomination and Remuneration Committee
(‘NRC') on the basis of performance evaluation and
taking into account the external business environment,
the business knowledge, acumen, experience and
substantial contribution made by Mrs. Manju Agrwal
(DIN:06921105) during her tenure, had recommended
the re-appointment of Mrs. Manju Agarwal (DIN:
06921105) as an Independent Director of the Company
for a second term of 2 (Two) consecutive years
commencing from 19 January 2026 up to 18 January
2028 (both days inclusive) to the Board of Directors
at its meeting held on 16 January 2026. Further, the
Members of the Company, through a postal ballot,

approved her re-appointment as an Independent
Director of the Company on 22 February 2026, being
the last date of e-voting. The Company had received
necessary declarations from Mrs. Agarwal confirming
that she meets the criteria of independence as
prescribed under the Act and SEBI Listing Regulations.

b) Change in designation of Mr. Bharat A. Jaisinghani
(DIN: 00742995) from ‘Executive Director’ to ‘Joint
Managing Director’ w.e.f. 16 January 2026

As part of the Company's long-term strategy
and succession planning, and pursuant to the
recommendation of the NRC, the Board of Directors
at its meeting held on 16 January 2026 approved the
re-designation of Mr. Bharat A. Jaisinghani, Whole-time
Director (DIN: 00742995), from his earlier designation
as ‘Executive Director' to ‘Joint Managing Director' of
the Company with effect from 16 January 2026 on the
existing terms and conditions including remuneration,
until the end of his current term i.e., up to 12 May 2026.
The said re-designation was duly approved by the
members of the Company through Postal Ballot on 22
February 2026, being the last date of e-voting.

c) Re-appointment of Mr. Bharat A. Jaisinghani
(DIN: 00742995) as Whole-Time Director for a
period of 5 (five) consecutive years with effect from
13 May 2026, to be designated as ‘Joint Managing
Director’

As part of the Company's long-term strategy
and succession planning, and pursuant to the
recommendation of the Nomination and Remuneration
Committee and Audit Committee, the Board of
Directors at its meeting held on 16 January 2026
approved the re-appointment of Mr. Bharat A.
Jaisinghani (DIN: 00742995) as a Whole-time Director
for a term of 5 (Five) years commencing from
13 May 2026 up to 12 May 2031 (both days inclusive)
designated as ‘Joint Managing Director'. The said
re-appointment was duly approved by the members

of the Company through Postal Ballot on 22 February
2026, being the last date of e-voting.

d) Change in designation of Mr. Nikhil R. Jaisinghani
(DIN: 00742771) from ‘Executive Director’ to ‘Joint
Managing Director’ w.e.f. 16 January 2026

As part of the Company's long-term strategy
and succession planning, and pursuant to the
recommendation of the NRC, the Board of Directors
at its meeting held on 16 January 2026 approved the
re-designation of Mr. Nikhil R. Jaisinghani, Whole-time
Director (DIN: 00742771), from his earlier designation
as ‘Executive Director' to ‘Joint Managing Director' of
the Company with effect from 16 January 2026 on the
existing terms and conditions including remuneration,
until the end of his current term i.e., up to 12 May 2026.
The said re-designation was duly approved by the
members of the Company through Postal Ballot on
22 February 2026, being the last date of e-voting.

e) Re-appointment of Mr. Nikhil R. Jaisinghani
(DIN: 00742771) as Whole-Time Director for a
period of 5 (five) consecutive years with effect from
13 May 2026, to be designated as ‘Joint Managing
Director’

As part of the Company's long-term strategy
and succession planning, and pursuant to the
recommendation of the Nomination and Remuneration
Committee and Audit Committee, the Board of
Directors at its meeting held on 16 January 2026
approved the re-appointment of Mr. Nikhil R.
Jaisinghani (DIN: 00742771) as a Whole-time Director
for a term of 5 (Five) years commencing from
13 May 2026 up to 12 May 2031 (both days inclusive)
designated as ‘Joint Managing Director'. The said
re-appointment was duly approved by the members
of the Company through Postal Ballot on 22 February
2026, being the last date of e-voting.

f) Re-appointment of Ms. Sutapa Banerjee
(DIN: 02844650) for a Second term as an
Independent Director of the Company

The Nomination and Remuneration Committee
(‘NRC') on the basis of performance evaluation and
taking into account the external business environment,
the business knowledge, acumen, experience and
substantial contribution made by Ms. Sutapa Banerjee
(DIN:02844650) during her tenure, had recommended
the re-appointment of Ms. Sutapa Banerjee
(DIN: 02844650) as an Independent Director of the
Company for a second term of 2 (Two) consecutive
years commencing from 13 May 2026 up to 12 May 2028
(both days inclusive) to the Board of Directors at its
meeting held on 03 April 2026. Further, the Members
of the Company, through a postal ballot, approved
her re-appointment as an Independent Director of
the Company on 10 May 2026, being the last date
of e-voting. The Company has received necessary
declarations from Ms. Banerjee confirming that she
meets the criteria of independence as prescribed under
the Act and SEBI Listing Regulations.

g) Re-appointment of Mr. Bhaskar Sharma (DIN:
02871367) for a Second term as an Independent
Director of the Company

The Nomination and Remuneration Committee
(‘NRC') on the basis of performance evaluation and
taking into account the external business environment,
the business knowledge, acumen, experience and
substantial contribution made by Mr. Bhaskar Sharma
(DIN: 02871367) during his tenure, had recommended
the re-appointment of Mr. Bhaskar Sharma
(DIN: 02871367) as an Independent Director of the
Company for a second term of 4 (Four) consecutive
years commencing from

12 May 2026 up to 11 May 2030 (both days inclusive)
to the Board of Directors at its meeting held on 03
April 2026. Further, the Members of the Company,
through a postal ballot, approved his re-appointment
as an Independent Director of the Company on

10 May 2026, being the last date of e-voting. The
Company has received necessary declarations from
Mr. Sharma confirming that he meets the criteria of
independence as prescribed under the Act and SEBI
Listing Regulations.

h) Completion of Tenure

Mr. R. S. Sharma (DIN: 00013208) ceased to be an
Independent Director of the Company with effect from
the close of business hours on 19 September 2025,
upon completion of his second consecutive term as
an Independent Director of the Company. The Board
places on record its sincere appreciation for the valuable
guidance and contributions rendered by Mr. Sharma
during his tenure as an Independent Director of
the Company.

i) Cessation as Executive Director and CFO

Mr. Gandharv Tongia (DIN: 09038711) ceased to be
the Executive Director and Chief Financial Officer (Key
Managerial Personnel) of the Company with effect
from the close of business hours on 27 October 2025.
The Board places on record its deep appreciation for
the significant contributions and services rendered
by Mr. Gandharv Tongia during his association
with the Company and wishes him success in his
future endeavours.

7.2 Key Managerial Personnel (KMPs)

The following are the Whole-time Key Managerial
Personnel of the Company pursuant to Sections
2(51) and 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

Change in Key managerial Personnel

a) Mr. Gandharv Tongia (DIN: 09038711) ceased to be
the Executive Director and Chief Financial Officer
(Key Managerial Personnel) of the Company with
effect from the close of business hours on

27 October 2025.

b) Mr. Niyant Maru was appointed as Executive
President - Finance of the Company with effect
from 17 October 2025 and was subsequently
designated as the Chief Financial Officer (Whole¬
time Key Managerial Personnel) in the interim
capacity with effect from 28 October 2025 for a
fixed term of nine (9) months commencing from
17 October 2025 and ending on 16 July 2026.

Further, based on the recommendation of the NRC, the
Board of Directors at its meeting held on 06 May 2026
had approved the extension of the tenure of Mr. Niyant
Maru as Chief Financial Officer (Whole-time Key
Managerial Personnel) for a further period with effect
from 17 July 2026 up to 16 April 2027.

7.3 Directors retiring by rotation

In accordance with the provisions of Section 152 and
other applicable provisions, if any, of the Act, read with
the Articles of Association of the Company, Mr. Vijay
Pratap Pandey (DIN: 07434880) is liable to retire
by rotation at the ensuing Annual General Meeting
(“AGM”). Being eligible, he has offered himself for
re-appointment.

Based on the performance evaluation and on the
recommendation of the NRC, the Board of Directors
has recommended his re-appointment as an Executive
Director of the Company, liable to retire by rotation, for
the approval of the Members.

The necessary resolution for the re-appointment of
Mr. Vijay Pratap Pandey forms part of the Notice
convening the ensuing AGM.

7.4 Meetings of the Board of Directors

The meetings of the Board of Directors and its
Committees are convened at regular intervals to
review, discuss, deliberate upon and decide various
matters pertaining to the business operations, strategic
initiatives, risk management framework, audit and
assurance functions, governance policies, financial
performance and other matters as may be placed
before the Board/Committees by the Chairman or the
Members from time to time.

The annual calendar of meetings of the Board and its
Committees is prepared and approved well in advance,
thereby facilitating effective participation and ensuring
a high level of attendance at such meetings.

During the financial year 2025-26, Four (4) meetings
of the Board of Directors were duly convened and
held. The details of the said meetings are provided in
the Report on Corporate Governance, which forms an
integral part of this Annual Report. The gap between
two consecutive Board meetings did not exceed one
hundred and twenty (120) days, in compliance with the
provisions of Section 173 of the Act.

The Directors of the Company have attended all the
meetings of the Board and its Committees held during
the year under review except Mr. Sumit Malhotra who
didn't attend one CSR & ESG Committee meeting
and Risk management Committee meeting held
on 05 May 2025. The composition of the Board and
its Committees, along with other relevant details
relating to meetings, are set out in the Corporate
Governance Report.

7.5 Selection of New Directors and Board
Membership Criteria

The NRC engages with the Board of Directors to
evaluate the appropriate characteristics, skills and
experience required for the Board as a whole as
well as its individual members, with the objective of
maintaining an optimal mix of diversity in terms of
background, expertise and experience in areas such as
business, finance, governance and public service.

Based on such evaluation, the NRC determines the
roles, competencies and capabilities required for the
appointment of Independent Directors and, accordingly,
recommends to the Board the selection of individuals
for appointment as Directors.

The key attributes expected of all Directors include
independence of judgment, integrity, high standards
of personal and professional ethics, sound business
acumen, the ability to actively and constructively
participate in deliberations, and the willingness
to exercise their responsibilities in a collective and
responsible manner.

The Company has in place a Nomination and
Remuneration Policy (“Policy”), which lays down the
criteria for appointment, remuneration and evaluation
of Directors, Key Managerial Personnel and Senior
Management Personnel and is in compliance with the
applicable provisions of the Act and the SEBI Listing
Regulations. The policy is available on Company's
website and accessible through weblink.

7.6 Declaration by Independent Directors

The Independent Directors of the Company have
confirmed that there has been no change in the
circumstances affecting their status as Independent
Directors and that they continue to meet the criteria
of independence and remain eligible for appointment
in terms of the provisions of the Act and the applicable
provisions of the SEBI Listing Regulations.

The Independent Directors have further submitted the
requisite declarations to the Board confirming that they
fulfil the conditions of independence as prescribed under
Section 149(6) of the Act and Regulation 25(8) of the
SEBI Listing Regulations.

In addition, the Independent Directors have also
confirmed compliance with the requirements of Rule
6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, including that their names
are duly registered in the databank of Independent
Directors maintained by the Indian Institute of
Corporate Affairs (“IICA”), in terms of Rule 6(1) and have
complied with the provisions of Rule 6(2) and 6(3) of the
said Rules.

7.7 Familiarization Programme

In compliance with the requirements of the SEBI Listing
Regulations, the Company has in place a structured
framework for a Directors' Familiarization Programme,
aimed at familiarizing the Independent Directors
with their roles, rights and responsibilities within
the Company.

The programme, inter alia, includes familiarization
with the Company's business and operations, strategic
planning processes, manufacturing processes, business
strategy of its subsidiaries, amendments in applicable
laws, internal codes and policies, environmental
and sustainability practices, Environmental, Social
and Governance (“ESG”) initiatives, as well as the
overall industry landscape in which the Company
operates. The Independent Directors are also provided
with opportunities such as factory visits, visits to
product experience centres and CSR project sites,
to enable them to gain deeper insights into the
Company's operations.

The details of the familiarization programmes
conducted during the financial year under review are set
out in the Corporate Governance Report, which forms
part of this Annual Report. The same is also available
on the website of the Company and can be accessed
through weblink.

7.8 Separate Meeting of Independent Directors

During the year, the Independent Directors met thrice
i.e. 05 May 2025, 17 July 2025 and 11 March 2026
without the presence of Non-independent Directors and
the management, inter alia, to discuss:

a. Evaluation of the performance of Non¬
independent Directors and the Board as a whole;

b. Evaluation of the performance of the Chairman of
the Company, taking into account the views of the
Executive and Non-executive Directors;

c. Evaluation of the quality, quantity and timelines
of flow of information between the Management
and the Board, that is necessary for the Board to
effectively and reasonably perform its duties.

d. Discussions with the Statutory Auditors, Internal
Auditors, Secretarial Auditors and Cost Auditors
on various topics including the scope of audit,
effectiveness of Audit process and areas of
concern, if any.

The Independent Directors expressed satisfaction on
the overall performance of the Directors and the Board
as a whole. The Independent Directors had expressed
satisfaction on the matters arising out of the agenda
of the Board and Board committees, Company's
performance, operations and other critical matters on
the good performance of the Company and buoyancy
in the share price, distinct improvement in quality
and timeliness of flow of information. Suggestions
made by the Independent Directors were discussed at
the Board meeting and are being implemented. The
Independent Directors also met the Statutory Auditors,
Cost Auditors, Internal Auditors and Secretarial
Auditors of the Company without the presence of the
Management / Executive Directors to discuss on the
scope, performance, and effectiveness of audit process
and issues if any faced during the audit process.

7.9 Board Performance Evaluation

Pursuant to the provisions of the Act and SEBI Listing
Regulations, the Board at its meeting held on 06 May
2026, had conducted annual performance evaluation
of its own performance, the directors individually,
chairperson's evaluation as well as the evaluation of
the working of its Audit, NRC and other Committees.
The process of performance evaluation is conducted
through structured questionnaires which cover various
aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees,
Member's strengths and contribution, execution
and performance of specific duties, obligations and
governance. The details of performance evaluation have
been mentioned in the Corporate Governance Report.

7.10 Committees of the Board

The Company has duly constituted the following
mandatory Committees in terms of the provisions of the
Act & SEBI Listing Regulations read with rules framed
thereunder viz.

a. Audit Committee:

b. Nomination and Remuneration Committee;

c. Stakeholders' Relationship Committee;

d. Corporate Social Responsibility & Environment
Social and Governance Committee; and

e. Risk Management Committee.

The Composition of all above Committees, number of
meetings held during the year under review, brief terms
of reference and other details have been provided in the
Corporate Governance Report which forms part of this
Annual Report. All the recommendations made by the
Committees were accepted by the Board.

Audit Committee

During the year under review, all the recommendations
made by the Audit Committee were accepted by
the Board.

7.11 Directors’ Responsibility Statement (‘DRS’)

In addition to the certificate received under Regulation
17(8) of the SEBI Listing Regulations, the Directors'
Responsibility Statement was also placed before the
Audit Committee. The Audit Committee reviewed and
confirmed the said DRS. Thereafter the DRS was placed
before the Board of Directors. Accordingly, the Board of
Directors hereby state that:

a. in the preparation of the annual accounts for the
financial year ended 31 March 2026, the applicable
accounting standards had been followed and there
were no material departures.

b. the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company as on 31 March
2026 and of the profit of the Company for the year
ended as on that date;

c. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of Act,
for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities.

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

e. the Directors had laid down internal financial
controls to be followed by the Company and such
internal financial controls are adequate and are
operating effectively; and

f. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

8. Auditors and their Report

8.1 Statutory Auditors

BSR & Co. LLP, Chartered Accountants, (Firm
Registration No: 101248W/W-100022), were
reappointed as the Statutory Auditors of the Company
at the 28^th Annual General Meeting of the Company
held on 16 July 2024 for a second term of 5 consecutive
years commencing from the conclusion of 28^th Annual
General Meeting till the conclusion of 33^rd Annual
General Meeting. Further, they have confirmed their
eligibility under Section 141 of the Act and the Rules
framed thereunder. As required under SEBI Listing
Regulations, the Auditors have also confirmed that
they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants
of India. The Auditors' Report on Standalone and
Consolidated Financial Statements for the financial
year 2025-26 issued by BSR & Co. LLP Chartered
Accountants, does not contain any qualification,
observation, disclaimer, reservation, or adverse
remark. Furthermore, the Company has obtained a
certificate on Corporate Governance from BSR & Co.

LLP, Chartered Accountants, certifying the compliances
with the applicable clauses of Corporate Governance as
stipulated under SEBI Listing Regulations.

8.2 Cost Auditors

The Board of Directors on the recommendation of
the Audit Committee, appointed R. Nanabhoy &

Co., Cost Accountants (Firm Registration Number
000010), as the Cost Auditors of the Company for the
Financial Year 2026-27 under Section 148 of the Act.

R. Nanabhoy & Co., Cost Auditors have confirmed that
their appointment is within the limits of section 141(3)

(g) of the Act and have also certified that they are free
from any disqualifications specified under section 141(3)
and proviso to section 148(3) read with section 141(4) of
the Act.

As per the provisions of the Act, the remuneration
payable to the Cost Auditors are required to be
placed before the members in a General Meeting for
their ratification. Accordingly, a resolution seeking
members' ratification for the remuneration payable
to R. Nanabhoy & Co., Cost Auditors forms part of the
AGM Notice.

The Company maintained the Cost Records under
Section 148 of the Companies Act, 2013 for the Financial
Year 2025-26.

8.3 Secretarial Auditors

The Members at the 29 AGM held on 01 July 2025,
appointed BNP & Associates, Company Secretaries
(Firm Registration Number: P2014MH037400) as
Secretarial Auditors of the Company for a period of 5
years from FY2025-26 to FY2029-30.

The Secretarial Auditors have confirmed that they have
subjected themselves to the peer review process of
Institute of Company Secretaries of India (ICSI) and hold
valid certificate issued by the Peer Review Board of the
ICSI. The Audit Committee reviews the independence

and objectivity of the Secretarial Auditors and the
effectiveness of the Audit process.

The Secretarial Audit Report (MR-3) issued by BNP &
Associates for the Financial Year ended 31 March 2026,
is set out in Annexure [B] to this report. The Secretarial
Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer.

9. Risk Management

The Company has in place a robust framework to
identify, assess, monitor and mitigate various risks to
the achievement of its key business objectives. Major
risks identified across business units and functions
are systematically addressed through appropriate
mitigation measures on a continuing basis.

The Company's internal control framework comprises
various management systems, organizational
structures, standard operating procedures and a Code
of Conduct, which together facilitate effective risk
management and governance. With a view to ensuring
that the internal control systems are adequate and
operating effectively, such systems are reviewed at
periodic intervals. Any weaknesses identified during
such reviews are promptly addressed and necessary
corrective actions are undertaken to strengthen the
internal controls, and the same are thereafter reviewed
at regular intervals.

The key attributes of Risk Management Framework of
the Company are:

(i) A well-defined risk management policy;

(ii) Periodic assessment and prioritization of risks that
affect the business of the Company;

(iii) Development and deployment of risk
mitigation plans;

(iv) Focus on both the results and efforts required to
mitigate the risks;

(v) Defined review and monitoring mechanism of
risk registers;

(vi) Presentations by the risk owners at the Risk
Management Committee Meeting;

The Company, through its risk management processes,
endeavours to contain risks within its defined risk
appetite. In the opinion of the Board of Directors,
there are no risks which threaten the existence of
the Company. However, certain risks which may
pose challenges to the business are set out in the
Management Discussion and Analysis Report, which
forms part of this Annual Report.

The Risk Management Policy of the Company is
available on the Company's website and can be
accessed through weblink.

10. Particulars of Loan Given, Investments
made, Guarantee Given and Securities
provided under Section 186 of the Act.

The Company has disclosed the particulars of the loans
given, investments made or guarantees given or security
provided during the year, as required under Section 186
of the Act, Regulation 34(3) and Schedule V of the SEBI
Listing Regulations in Note No. 35 (D) & (E) forming part
of the financial statements.

11. Particulars of Contracts or
Arrangements with Related Parties

The Company has established a robust governance
framework for Related Party Transactions (RPTs) in line
with industry best practices, the provisions of the Act,
and Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The necessary details for each of the RPTs as applicable
along with the justification are provided to the Audit
Committee as per Industry Standard on ‘Minimum
information to be provided for review of the audit

committee and shareholders for approval of a related
party transaction'. All related party transactions are
placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for related
party transactions which are of repetitive nature. The
related party transactions for the financial year are
insignificant in commensurate with the turnover of the
Company. The Company has implemented a tool for
monitoring RPTs. Further, all transactions with related
parties during the year were on arm's length basis and in
the ordinary course of business.

The Company has formulated a Policy on Related party
transactions which is available on the website of the
Company and accessible through weblink. This policy
deals with the review and approval of related party
transactions. The Board of Directors of the Company
has approved the criteria to grant omnibus approval by
the Audit Committee within the overall framework of
the policy on related party transactions.

The details of the material RPTs entered into during the
year as per the policy on RPTs approved by the Board
have been reported in Form no. AOC-2 is set out in
Annexure [D] to this report.

12. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the
Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, a copy of the Annual
Return as on 31 March 2026, in form MGT-7 is placed
on the website of the Company and can be accessible
through weblink.

13. Particulars of Employees

Disclosure pertaining to remuneration and other details
as required under Section 197(12) read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is set out in
Annexure [E] to this report.

In accordance with the provisions of Sections 197(12) &
136(1) of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014, the list pertaining to the names and other
particulars of employees drawing remuneration in
excess of the limits as prescribed under Rule 5(2) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is available on
Company's website and accessible through weblink.

14. Company’s Policy on Appointment and
Remuneration of Directors

The Company has in place a Nomination and
Remuneration Policy (“Policy”) governing the
appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management
Personnel, in accordance with the provisions of the Act
and the SEBI Listing Regulations.

The appointment of Directors on the Board is subject
to the recommendation of the NRC. Based on the
recommendation of the NRC, the remuneration of
the Executive Director(s) is proposed in accordance
with the provisions of the Act, comprising basic salary,
perquisites, allowances and commission, for the
approval of the Members of the Company. Further,
based on the recommendation of the Board of
Directors, the remuneration payable to Non-Executive
Directors, including payment of commission, is proposed
for approval of the Members, in accordance with the
applicable provisions of the Act.

The salient features of the Nomination and
Remuneration Policy of the Company are set out in the
Corporate Governance Report, which forms part of this
Annual Report. The Nomination and Remuneration
Policy, including the criteria for determining
qualifications, positive attributes, independence of a
Director and other matters as provided under Section
178(3) of the Act, is available on the Company's website
and can be accessed through weblink.

15. Policy on Board Diversity

In compliance with the SEBI Listing Regulations, the
Company has formulated a Policy on Diversity of the
Board of Directors, which is available on the website
of the Company and can be accessed through the
prescribed weblink.

The Company recognises the benefits of having a
diverse Board and views increasing diversity at the
Board level as an essential element in maintaining a
sustainable competitive advantage.

The Company believes that a truly diverse Board
leverages differences in thought, perspective,
knowledge, skills, regional and industry experience, as
well as cultural and geographical background, age, race
and gender, thereby enabling the Company to enhance
decision-making and retain its competitive advantage.

16. Employees Stock Option Schemes
(ESOP)

The Company has following ESOP Schemes:

a) Polycab Employee Stock Option Performance
Scheme 2018; and

b) Polycab Employee Stock Option Privilege
Scheme 2018.

During the financial year 2025-26, there had been
no change in the Employee Stock Option Schemes of
the Company. The ESOP Scheme(s) is in compliance
with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (‘the SBEB Regulations').

Further, the Company has obtained a certificate from
BNP & Associates, Company Secretaries, Secretarial
Auditors of the Company under Regulation 13 of SBEB
Regulations stating that the scheme(s) has been
implemented in accordance with the SBEB Regulations
is available on the Company's website and accessible
through weblink.

Further, the disclosure under Regulation 14 of SBEB
Regulations is also available on the Company's website
and accessible through weblink.

17. Long Term Incentive Plan

The Company rolled out a Long-Term Incentive Plan
(LTIP) to incentivise high performers, who through
their skills and performance have played a vital role
in the success of the Company and are considered
core drivers for the future growth of the Company.

The LTIP comprises Employee Stock Option Plans
(ESOPs), performance-based cash payouts as well
as monetary support towards skill development for
eligible employees.

18. Credit Ratings

During the year under review, the credit ratings of the
Company for Bank Facilities as follows:

19. Conservation of Energy, Technology
Absorption and Foreign Exchange
Earnings and Outgo

As stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014.

The Company affirms that no personnel was denied
access to the Audit Committee / Audit Committee Chair.

Further, the Company had organised online training
sessions for Employees to build awareness in
the respective area. The Whistle Blower Policy is
available on the Company's website and is accessible
through weblink.

22. Disclosures under Sexual Harassment
of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013

The Company has in place a Policy on Prevention
of Sexual Harassment at Workplace in line with the
requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company has constituted Internal
Committees under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 (POSH Act). This policy applies to all employees
full-time, part-time, trainees and those on contractual
employment of the Company at their workplace and to
the employees of its business associates ("associated
parties") who visit workplace for official duties.

To build awareness in this area, the Company has been
conducting induction/refresher programmes in the
organisation on a continuous basis. During the year,
the Company organised online training sessions on the
topics of POSH for the Employees.

Disclosures in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

(i) Number of Complaints filed during the year - Nil

(ii) Number of Complaints disposed of during the year
- 1 (carried forward from FY 2024-25)

(iii) Number of Complaints pending as on end of the
financial year - Nil

23. Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Act pertaining to
Corporate Social Responsibility (“CSR”), the Company
has duly constituted a Corporate Social Responsibility
Committee (“CSR Committee”).

The CSR Obligation for the financial year 2025-26 was
1440.31 million and the Company had spent 1444.42
million for carrying out the CSR projects. The Annual

Report on CSR is set out in Annexure [C] to this report.

The CSR Policy is available on the Company's website
and accessible through weblink.

The Company had constituted a CSR Management
Committee to manage the CSR Projects and CSR
activities undertaken thereunder. The CSR Management
Committee is led by Director - Sustainability (Non¬
Board Member) and Chief Sustainability Officer. The
CSR Management Committee ensures compliance with
relevant laws and rules

The Company had appointed Naimish N. Shah & Co.,
Chartered Accountants as consultant for operational,
implementation, financial, accounting, legal, compliance
review of CSR Projects and the CSR activities
undertaken thereto during Financial Year 2025-26.
Further, under their guidance, the CSR Management
Committee achieved appropriate and timely risk
mitigation. The Consultant has confirmed compliances
by the Company with applicable laws and rules relating
to CSR.

The Company was further assisted by MMJC
Consultancy LLP (‘MMJC'), as CSR Project Management
Consultant, for advice on project selection, need
assessment, CSR designing with a focus on 5 years
planning, alignment with CSR SOP, CSR vision and
mission, Sustainable Development Goals, etc. MMJC
further assisted the Company in the review and
analysis of CSR Project Pre-requisite Compliances, gap
identification and risk management.

CSR Impact Assessment Report

In terms of the provisions of Rule 8(3)(a) of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 (‘Rules'), every company having average
CSR obligation of 1 10 crore or more in pursuance of
subsection (5) of section 135 of the Act, in the three
immediately preceding financial years, shall undertake
impact assessment, through an independent agency,
of their CSR projects having outlays of one crore rupees
or more, and which have been completed not less than
one year before undertaking the impact study. In view
of the above, the Board of Directors at its meeting held
on 16 January 2026 had appointed SoulAce Consulting
Private Limited (‘SoulAce') for undertaking CSR Impact
Assessment of the completed projects having outlays
of 1 1.00 crore or more for FY 2023-24. The CSR
Impact Assessment report received from SoulAce is
available on the Company's website and are accessible
through weblink.

24. Compliance Management

The Company has further strengthened its compliance
framework by upgrading its compliance monitoring
mechanism for enabling ease of doing business through
technology-driven compliance solutions.

The compliance tool facilitates systematic identification
and tracking of applicable laws by assigning specific
compliance responsibilities to the respective Function
Heads and Business Heads, in line with the Company's
governance framework and internal policies. The
system is equipped to generate automated alerts and
reminders to the concerned personnel, thereby ensuring
timely and effective compliance.

Further, the tool generates periodic monthly compliance
reports, which are reviewed by the Management to
assess the status of compliance, identify potential risk
areas and initiate necessary corrective actions.

Further, the Compliance Certificates are obtained from the Factory and Departmental heads on quarterly basis inter-
alia confirming the specific incidence and information related to any notices received, accidents, default labour problems,
Prizes, awards, relevant events / information relating to disclosures of SEBI Listing Regulations and SEBI (Prohibition of
Insider Trading) Regulations, 2015 (‘PIT Regulations').

Based on the above, Compliance Certificates are issued by the Company Secretary and the Chairman & Managing
Director for placing at the quarterly Board meetings for noting by the Board of Directors

Additionally, Ernst & Young LLP, the Internal Auditors of the Company, periodically evaluates the effectiveness, adequacy
and completeness of the compliance tool as part of their internal audit review process.

25. Investor Education and Protection Fund

During the year under review, there is no amount which is required to be transferred to the Investors Education and
Protection Fund as per the provisions of Section 125(2) of the Act.

However, pursuant to Section 124 (5) of the Act, the unpaid dividends that will be due for transfer to the Investor Education
and Protection Fund are as follows:

The details of the unclaimed / unpaid dividend as required under the Act read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") for all the
unclaimed / unpaid dividend accounts outstanding (drawn up to the Twenty Ninth Annual General Meeting held on 01 July
2025) have been uploaded on the Company website and accessible through weblink. The members of the Company, who
have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the
Company's Registrar and Share Transfer Agent i.e. Kfin Technologies Limited at einward.ris@kfintech.com.

Transfer of Equity Shares of the Company to DEMAT Account of Investor Education and Protection
Fund (IEPF) Authority.

In terms of requirements of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund
(IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, the Company is required

26. Corporate Governance Report

Corporate Governance Report along with a certificate
from the Statutory Auditors of the Company confirming
of corporate governance requirements as stipulated
under Regulation 27 of Listing Regulations forms part
of report.

27. Environmental, Social and Governance
(ESG) & Business Responsibility and
Sustainability Report (BRSR)

The ESG Framework encompasses the ESG philosophy,
directives, governance structure, systems and
evaluation. During the year under review, the Company
continued to strengthen ESG performance under the
leadership of the CSR & ESG Committee and ESG
Council. With the five-year ESG roadmap and targets
already in place, the focus during the year was on driving
implementation and monitoring progress against these
commitments. Relevant key performance indicators
were defined and tracked to assess progress against
targets, and multiple key initiatives were introduced
across operations and locations to support performance
improvement and ensure the Company remains on track
toward its stated sustainability ambitions.

The Company also expanded its Scope 3 emissions
tracking to cover additional categories, thereby
enhancing the breadth and depth of its climate-related
disclosures. During the year, the Company developed
a decarbonisation roadmap to identify key emissions
reduction levers across its operations and value chain,
aligned with its long-term sustainability ambitions.

The roadmap provides a structured pathway for
reducing emissions through energy efficiency, renewable
energy, fleet electrification and broader operational
improvements, with clearly defined milestones.

The Company also undertook a double materiality
assessment during the year to strengthen its
understanding of ESG issues from both impact and

financial materiality perspectives. The exercise identified
material topics spanning environmental, social and
governance dimensions including energy and emissions,
climate change, occupational health & safety and
responsible value chain management. This has informed
in the sustainability disclosures presented in the
Company's inaugural Sustainability Report, prepared
with reference to GRI Standards. By aligning disclosures
with material topics, the report provides a more
focused and comprehensive view of key developments,
management approach and performance across priority
ESG areas. In addition, the Company undertook a
formal climate risk assessment, evaluating transition
and physical risks relevant to its operations and long¬
term strategy. Further, the Company continues to be
guided by its established suite of policies, supplemented
during the year by the newly drafted ESG Policy.

28. Governance, Compliance and
Business Integrity

The Company has established a robust Governance
Framework at Polycab, structured around five key pillars,
namely Governance, Philosophy, Directives, Structure,
Systems, and Evaluation. The Philosophy, forming the
foundation of the framework, guides the formulation
of directives, codes, and policies. It clearly defines the
responsibilities across all levels of the organisation from
the Management Team to all persons associated with
the Company and is supported by well-defined systems,
standard operating procedures, and training modules.
These collectively enable effective implementation,
monitoring, communication, and evaluation of the
framework. The above elements have been consolidated
into a comprehensive Governance Manual, serving as
a reference for the Company and its stakeholders. As
part of Polycab's ongoing culture-building initiatives,
the Company conducted Culture Workshops facilitated
by external experts to identify and strengthen the key
cultural drivers of growth and success. These workshops
provided valuable opportunities for reflection on areas

of improvement and for fostering a positive and inclusive
work environment. The Key Managerial Personnel
and Senior Management, comprising leaders from
various functions and locations, actively participated
in interactive discussions and exercises to identify the
core values, behaviours, and practices that support a
high-performing organisation. The diverse participation
enabled a holistic organisational perspective and
enriched the outcomes of the workshops.

The Company also formulated the Governance manual
which is accessible through weblink.

29. Code for Prevention of Insider Trading

The Company has adopted a Code of Conduct to
regulate, monitor and report trading by designated
persons and their immediate relatives as per the
requirements under the PIT Regulations. The Code,
inter alia, lays down the procedures to be followed by
designated persons while trading/ dealing in Company's
shares and sharing Unpublished Price Sensitive
Information (“UPSI”). The Code covers Company's
obligation to maintain a digital database, mechanism
for prevention of insider trading and handling of UPSI,
and the process to familiarize with the sensitivity of
UPSI. Further, it also includes code for practices and
procedures for fair disclosure of unpublished price
sensitive information which has been made available on
the Company's website and accessible through weblink.
During the year under review, Training sessions were
conducted for Designated Persons for enabling them to
identify the UPSI and comply with the PIT Regulations.

The process followed by the Company for evaluating
compliance with the Company's Code of Conduct on
prevention of insider trading by Designated Persons
(‘DPs') and their immediate relatives is detailed in the
Corporate Governance Report.

30. Management Discussion and
Analysis Report

Management Discussion and Analysis Report for the
year under review, as per SEBI Listing Regulations is
presented in a separate section, which forms part of this
Annual Report.

31. Material Changes and Commitments, if
any, post Balance Sheet date

No material changes and commitments have occurred
between end of the financial year of the Company to
which the financial statements relate and the date of
this report which may affect the financial position of
the Company except the incorporation of wholly owned
subsidiary under the name and style as ‘Polycon Infra
Projects Private Limited' on 24 April 2026.

32. Adequacy of Internal Financial Controls

The Company has instituted adequate internal financial
controls, supported by well-defined policies and
procedures, to ensure the orderly and efficient conduct
of its business. These controls are designed to ensure
adherence to the Company's policies, safeguarding
of assets, prevention and detection of frauds and
errors, maintenance of accurate and complete
accounting records, and the timely preparation of
reliable financial information. The Audit Committee
periodically reviews the adequacy and effectiveness of
the Company's internal control systems and provides
appropriate guidance for their continual strengthening
and improvement. During the year under review, no
material observations were reported by either the
Internal Auditors or the Statutory Auditors in respect
of the adequacy and operating effectiveness of the
Company's internal financial controls.

33. Investor Relations (IR)

In compliance with Regulation 46 of the SEBI Listing
Regulations, the Company promptly disseminates press
releases and presentations regarding its performance
on its website for the benefit of investors, analysts,
and other shareholders immediately following the
communication of financial results to the Stock
Exchanges. Additionally, the Company publishes
quarterly financial results in prominent business
newspapers and on its website.

Moreover, the Company conducts an investor call,
following the declaration of financial results, to offer
insights into its performance. This call, attended by the
Chairman & Managing Director, CFO, and the Head of
Investor Relations, is promptly transcribed, and audio
recording is made available on the Company's website.

Furthermore, the Company maintains regular
communication channels with investors via email,
telephone, and face-to-face meetings, including investor
conferences, one-on-one meetings, and roadshows.

Recognizing the importance of transparent
communication, the Company ensures that material
developments related to the Company, which could
potentially impact its stock price, are disclosed to stock
exchanges in accordance with the Company's Policy for
Determination of Materiality of events or Information.
The Company adheres to a policy of not selectively
disclosing unpublished price-sensitive information.

Details regarding the number of investor/analyst
interactions held during the year are available under the
‘Latest Updates' section on the Company's website.

34. Occupational Health, Safety and
Environment (OHSE)

The Company has in place a comprehensive
Occupational Health, Safety and Environment (OHSE)

Policy aimed at safeguarding the environment and
ensuring safe and healthy working conditions for all
its stakeholders. During the year under review, the
Company observed key initiatives such as National
Safety Week, Road Safety Week, Fire Safety Week,
and hands-on drills such as the 3-Men Hose Drill
and Walk with Fire Extinguishers. The Company also
strengthened its training framework by introducing
diverse and relevant topics, complemented by
structured on-the-job training (OJT) and advanced
virtual reality (VR)-based modules, thereby enhancing
competencies and fostering a strong safety culture
across the organization.

Workers can report hazards and safety concerns
through multiple channels. SPARSH serves as PIL's
centralised digital HSE platform, operational since
2023, and is accessible to employees and workers
across locations. The platform has been designed as a
one-touch system for HSE reporting and management,
covering areas such as unsafe acts and unsafe
conditions, near-miss reporting, incident tracking, site
inspections, permit to work, and related corrective and
preventive action follow-up. It enables HSE data to be
captured, stored, tracked, and monitored in one place,
improving transparency, visibility, and timely closure of
observations. Observations reported through SPARSH
are escalated based on priority, with closure timelines
generally ranging from 1 to 11 days and are reviewed and
closed within the respective unit by the Unit Head.

Please refer page no. 80-82 of the Integrated
Annual Report.

35. Integrated Report

The Company has voluntarily presented an Integrated
Report, which encompasses both financial and non¬
financial information, with a view to enabling Members
to make well-informed decisions and gain a holistic

understanding of the Company's long-term value
creation strategy.

The Integrated Report, inter alia, covers key aspects
such as the Company's strategy, governance framework,
operational performance and future outlook, along with
its approach to value creation across various capitals,
including intellectual capital, human capital, social
capital and natural capital.

The Company is publishing its Integrated Annual
Report for the financial year 2025-26, which has been
prepared in alignment with the Integrated Reporting
Framework prescribed by the International Integrated
Reporting Council (“IIRC”). The report aims to provide
a comprehensive overview of the Company's value
creation approach for its stakeholders over the short,
medium and long term.

36. Secretarial Standards Issued by the
Institute of Company Secretaries of
India (ICSI)

During the year, our Company is in compliance with
the applicable Secretarial Standards specified by the
Institute of Company Secretaries of India which has
been further confirmed by the Secretarial Auditors of
the Company.

37. Material events during the year
under review

All the material events have been duly disclosed to the
stock exchange during the year.

38. General

During the year, there were no transaction requiring
disclosure or reporting in respect of matters relating to:

(a) issue of equity shares with differential rights as to
Dividend, voting or otherwise;

(b) issue of shares (including sweat equity shares) to
employees of the Company under any scheme,
save and except Employee Stock Options Schemes
referred to in this report;

(c) raising of funds through preferential allotment or
qualified institutions placement;

(d) significant or material order passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations

in future;

(e) pendency of any proceeding against the Company
under the Insolvency and Bankruptcy Code, 2016;

(f) instance of one-time settlement with any bank or
financial institution;

(g) fraud reported by Statutory Auditors; and

(h) change of nature of business.

39. Cautionary Statement

Statements in the Annual Report, including those
which relate to Management Discussion and Analysis
describing the Company's objectives, projections,
estimates and expectations, may constitute ‘forward

looking statements' within the meaning of applicable
laws and regulations. Although the expectations are
based on reasonable assumptions, the actual results
might differ.

40. Acknowledgments

The Directors would like to place on record their sincere
appreciation to its all stakeholders including customers,
distributors, vendors, investors, bankers, Government
and Regulatory Authorities and Stock Exchanges for
their continued support during the year.

The Directors truly appreciates the contribution made
by employees at all levels for their hard work, solidarity,
co-operation and support.

For and on behalf of the Board of Directors of
Polycab India Limited

Inder T. Jaisinghani

Place: Mumbai Chairman & Managing Director

Date: 06 May 2026 DIN: 00309108