Highlights of the Company’s financial
performance for the year ended 31 March,

2025 are as under:

FY 2024-25 marked a historic milestone for Polycab
India Limited, with the Company delivering its highest-
ever Revenue, EBITDA, and PAT. Polycab achieved
stellar revenue growth of 24% YoY, surpassing the H220
billion mark for the first time. 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,
a first in its history.

This exceptional performance was driven by broad-
based growth across all business verticals. Notably,
the Company exceeded the Project Leap FY 2025- 26
revenue target of H200 billion a full year ahead of
committed schedule, reflecting the strength of its
strategic initiatives and operational execution.

On profitability front, EBITDA for the year grew 19%

YoY, with margins at a healthy 13.2%, supported by
cost discipline and operating leverage. PAT crossed
the H20 billion milestone, registering 13% YoY growth,
reaffirming Polycab's standing as the most profitable
Company in the electrical industry for the third
consecutive year.

With Project Leap now successfully concluded, Polycab
has embarked on its next five-year strategic phase till
FY 2029-30: 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 H60-80 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, among 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, the Company 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 (W&C) Performance

W&C segment sustained its impressive growth
momentum in FY 2024-25, delivering an 18% YoY
revenue increase to H189 billion. This accounted for 84%
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 margin stability and profitability
through its prudent hedging strategies and agile pricing
interventions. The Company further strengthened its
market leadership, gaining an estimated 1% market
share and solidifying its position with a total share of
26-27% in India's organized W&C market.

On the international front, the W&C export business
encountered temporary challenges arising from
the transition of Polycab's U.S. business model and
disruptions linked to the Red Sea crisis. However, with
freight costs easing and the successful implementation
of a hybrid distribution-institutional model in the
U.S., Polycab expects a meaningful recovery in export
volumes in FY 2025-26. Key growth drivers include
investments in renewables, 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.

Domestically, to ensure comprehensive sectoral
coverage and maximize emerging opportunities,

Polycab is transitioning to a vertical-focused
organizational structure. The business has been
segmented into five distinct verticals, each with
dedicated sales and business development teams. This
structure is designed to provide sharper sectoral focus,
enabling Polycab to address industry-specific needs and
capitalize on every opportunity across sectors without
dilution of efforts.

Additionally, as part of its mid-term strategic vision,
Polycab aspires to evolve from a product-centric
organization to a holistic electrical solutions provider,
akin to leading global peers. This transformation
involves partnering with customers across the entire
project lifecycle from planning and design to product
delivery, enabling Polycab to meet comprehensive
project requirements and enhance customer value.

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 underscores the W&C segment's
pivotal role in driving Polycab's next phase of growth.
Supported by favorable macroeconomic tailwinds, a
strong domestic foundation, and strategic international
expansion, the segment is well-positioned to deliver
sustainable, profitable, and inclusive growth. Its ability
to meet evolving infrastructure demands and lead with
customer-centric innovation ensures that W&C remains
at the heart of Polycab's long-term success.

Fast-Moving Electrical Goods (FMEG)

Business Performance

The FMEG segment had an extraordinary FY 2024-25,
recording a strong 29% YoY increase in revenue to

H16,535 million, contributing 7% to the Company's
overall top-line. This outstanding performance was
driven by the successful execution of several strategic
initiatives, including business restructuring, channel
expansion, enhancements in product architecture,
brand-building efforts, and expansion of the
influencer management program. These efforts have
significantly strengthened Polycab's position in the
highly competitive FMEG space, enabling broad-based
revenue expansion across all product categories.

Notably, after incurring losses over ten consecutive
quarters due to strategic investments in capacity
building, team expansion, and increased spends on
advertising & promotion and R&D, the FMEG business
achieved profitability in the final quarter of FY 2024-25
- a key milestone in its growth journey.

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 2024-25 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, Aluminium,
Steel, and PVC compounds fluctuated throughout
the year.

» Copper prices began at $9,482 per metric tonne
(MT) in April 2024, peaked at $10,129 per MT in
May 2024, then declined to $8,920 per MT in
December 2024 before rebounding to $9,730 per
MT in March 2025.

» Aluminium prices followed a similar pattern,

opening at $2,498 per MT in April 2024, peaking at
$2,565 per MT in May 2024, dropping to $2,334 per
MT in August 2024, and closing at $2,657 per MT in
March 2025.

» PVC prices showed significant fluctuations due
to supply chain disruptions and rising feedstock
costs in Q1 FY25, stabilising in Q2 and rebounding
in the latter half of the year due to industrial
demand recovery.

» The Indian rupee depreciated significantly against
the U.S. dollar, starting at H83.45/USD in April
2024 and crossing H85/USD by December 2024.

By March 2025, the rupee weakened further to
H86-87/USD, influenced by crude oil prices, external
debt, and foreign portfolio outflows exceeding
$16 billion.

The Wires & Cables industry is set for sustained growth,
supported by increased infrastructure investments,
electrification expansion, and rising demand across
key sectors. The Government of India's “Viksit Bharat
2047” vision continues to drive large-scale investments
in power transmission & distribution (T&D), metro rail,
smart cities, highways, and industrial corridors. The
real estate sector, currently in a multi-year upcycle, is
projected to reach H1 trillion by 2030 and H1.5 trillion by
2034, further fuelling demand for electrical solutions.

Despite global economic uncertainties, India
demonstrated strong resilience in FY 2024-25,
with a real GDP growth of 6.5%. Government-led
infrastructure development, rising private sector
investments, and strong consumer demand continue
to support economic momentum.

Polycab remains well-positioned to capitalise
on emerging opportunities by aligning business
strategies with evolving market dynamics and
catering to the growing demand for electrical and
infrastructure solutions.

Capex and Liquidity

During the year under review, the Company incurred
a capital expenditure of approximately H9.6 billion,
compared to H8.6 billion in the previous financial year.
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.

The Compnay's commitment to strategic investment
is further reinforced by Project Spring, under which the
Company plans to deploy H60-80 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. Compared to our earlier capex
run-rate of H2-3 billion annually, we now expect to invest
H12-16 billion per year going forward. 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 2025, the Company's consolidated
liquidity position stood at H24,572 million, comprising
cash and cash equivalents, bank deposits, and short¬
term investments, net of borrowings. With growing
cash flows and a strong balance sheet, the company
is well-positioned to self-fund future investments,
while continuing to create sustainable value for
our stakeholders.

Quality Initiatives

The Company continues to reinforce its commitment to
delivering uncompromising quality, superior customer
experience, and best-in-class service excellence,
while deepening its focus on business continuity
and operational resilience. Proactive expansion of
production capacities has enabled the Company to
supply high-quality products swiftly and efficiently
without any compromise. These enhancements not only
cater to current market demand but also lay a robust
foundation for long-term scalability in line with the
aspirations of Project Spring.

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

Driving manufacturing excellence, the Company has
deployed Automated High Voltage and Continuity
Testing machines for switches and sockets,
ensuring that every product meets stringent safety
and performance benchmarks. Additionally, the
implementation of a 2-bin Kanban system, supported
by structured storage racks, is enabling leaner inventory
management and tighter shop-floor control. These
operational upgrades reflect the broader goals of
Project Spring to build future-ready manufacturing
capabilities that are scalable, efficient, and driven
by innovation.

2. Transfer to Reserve

The Company has transferred H14.70 million to the
General Reserve on account of unexercised employees
stock options. The Company does not propose
to transfer any amounts to Reserves except as
stated above.

3. Dividend

The Board of Directors at its meeting held on 6 May
2025, have recommended a dividend @ H35 /- (350%)
per equity share of the face value of H10/- each for the
financial year 31 March 2025 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
H5,264.91 million. The members whose names appear as
beneficial owners as at the end of the business hours on
Tuesday, 24^th June 2025 (Record date) will be eligible for
receipt of dividend.

The dividend, if approved by the members will
be paid within 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, the Board
of Directors of the Company formulated and adopted
the Dividend Distribution Policy (the ‘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, 1961.

4. Change in Share Capital

Authorised Share Capital

The authorised share capital of the Company is
H1,89,25,00,000 (divided into 18,92,50,000 equity
shares of face value of H10 each).

5. Subsidiaries, Joint Ventures & Associates:

5.1 Subsidiaries

a) Details of Subsidiaries

As on 31 March 2025, the Company had 8 (Eight) Subsidiaries as detailed below:

Note: ¹Yet to commence business operations
²WOS - Wholly-owned Subsidiary
³Being merged with the Company

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

b) Financial Performance of Subsidiaries

Pursuant to Section 129(3) of the Companies Act, 2013 (‘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) Dowells Cable Accessories Pvt. Ltd (‘Dowells’)

Dowells was incorporated as a Private Limited Company on 01 December 2015 under the
Companies Act, 2013, 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:

(ii) Tirupati Reels Private Limited (‘TRPL’)

TRPL was incorporated as a Private Limited Company on 21 January 2015 under the
Companies Act, 2013.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:

(iii) Uniglobus Electricals and Electronics Private Limited (‘Uniglobus’)

Uniglobus was incorporated as a wholly-owned subsidiary on 24 March 2021.Its registered
office is situated in Gujarat, India. Uniglobus is presently engaged in the business
of trading and manufacturing of fast moving electricals and electronics goods. The
Company holds 100% equity shares in Uniglobus.

During the year under review, the Company subscribed
to 3,10,00,000 equity shares of face value of H10 each
aggregating to H310 million offered on Rights basis.
Uniglobus also acts as a Research & Development
center for the Company's FMEG segment and provides
innovative solutions for FMEG products launched by
the Company.

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

Amalgamation Uniglobus with the Company

Amalgamation of Uniglobus, with the Company on
a going concern basis under ‘Pooling of Interests'
method under Sections 230 to 232 and other applicable
rules of the Companies Act, 2013 and in compliance
with Section 2(1B) of the Income-tax Act, 1961. The
amalgamation would ensure transformation of the
Company from inter alia being just an electrical
manufacturing company to a technology focused
solutions provider with in-house R&D based FMEG
Products and would result in synergised operations,
technology integration, optimisation of resource
utilisation, consolidation of compliances, improved
customer interaction, customer service and satisfaction,
simplification of corporate structure, amongst others.
The amalgamation is expected to increase the financial
strength, enhance the ability of the Transferee Company
to undertake large projects, thereby contributing to
enhancement of future business potential.

The Scheme of Amalgamation (‘the Scheme') shall be
circulated in due course which shall include in further
details the background, rationale, appointed date
and effective date, various matters, consequential or
otherwise integrally connected. The proposed appointed
date shall be 1^st April 2025 (subject to confirmation
by NCLT) and effective date shall be upon receipt of
approval of National Company Law Tribunal (NCLT)
Order of Amalgamation. Thereafter, the Scheme shall
become effective from the Appointed Date and shall be
operative from the Effective Date.

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

Polycab Australia Pty. Ltd. was incorporated as a
wholly-owned subsidiary on 01 July 2020.Its registered
office is 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.

(v) 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:

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

PEEPL was incorporated as a Private Limited
Company on 19 March 2020 under the Companies
Act, 2013, having its registered office 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.

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

Steel Matrix was incorporated as a Private Limited
Company on 11 November 2021 under the Companies
Act, 2013.Its registered office is 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.

5.2 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:

5.3 Associate

The Company does not have any Associate Company.

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

6.1 Appointment, Re-appointment and Cessation
as Directors:

a) Appointment of Mr. Vijay Pratap Pandey as
Executive Director

On the recommendation of the Nomination &
Remuneration Committee, the Board at its meeting
held on 22 January 2025 appointed Mr. Vijay Pratap
Pandey (DIN: 07434880) as a Whole-Time Director for
a period of 3 years commencing from 22 January 2025
to 21 January 2028 (both days inclusive) and further
designated him as Executive Director of the Company,
which was duly approved by the members of the
Company through Postal Ballot on 06 March 2025.

b) Appointment of Mr. Sumit Malhotra as
Independent Director

On the recommendation of the Nomination and
Remuneration Committee and considering expertise,
knowledge, experience and skills of Mr. Sumit Malhotra
(DIN: 02183825), the Members had appointed him as ar
Independent Director for a first term of 3 consecutive
years commencing from 22 January 2025 to 21 January
2028 (both days inclusive), which was duly approved by
the members of the Company through Postal Ballot on
06 March 2025.

c) Cessation of Director

Mr. Rakesh Talati (DIN: 08591299) has stepped
down from the post of Executive Director with effect
from close of business hours of 21 January 2025 and
redesignated as Director - Sustainability (Non-Board
Member) and Chief Sustainability Officer. There was
no other material reason for his resignation except
allocation of roles and responsibilities as mutually
agreed. The Board placed on record its sincere
appreciation for the valuable contribution and services
rendered by Mr. Rakesh Talati as an Executive Director
of the Company.

6.2 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 Companies Act, 2013 read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

There has been no change in whole-time KMPs of the
Company over the past four financial years including
the year under review.

6.3 Directors retiring by rotation

In accordance with the provisions of Section 152 and
other applicable provisions, if any, of the Act and the
Articles of Association of the Company, Mr. Gandharv
Tongia (DIN: 09038711) is liable to retire by rotation
at the ensuing Annual General Meeting and being
eligible has offered himself for re-appointment. Based
on performance evaluation and recommendation of
the Nomination and Remuneration Committee, the
Board of Directors recommends his re-appointment
as an Executive Director of the Company, liable to
retire by rotation. The necessary resolution for the
re-appointment of Mr. Tongia, forms part of the
AGM notice.

6.4 Meetings of the Board of Directors

The meetings of the Board and its Committees are held
regularly to review, discuss deliberate and decide on
various business, strategies, risk management, audit

and assurances governance policies, financial matters
and other matters as proposed by the Chairman or
Member(s) of the Board / Committee from time to time.
The schedule of the Board / Committee meetings is
proposed and approved a year in advance thus ensuring
cent percent attendance and effective participation at
the meetings.

During the year, 5 Board meetings were convened the
details of which are given in the Report on Corporate
Governance, which forms part of the Annual Report.
The gap between two board meetings did not exceed
120 days as per Section 173 of the Act. The directors
had attended all the meetings of the Board, and its
Committee(s) except Mr. Sumit Malhotra who had
not attended one committee meeting held during the
financial year 2024-25. The composition of the Board
and other details relating to the Meetings of the Board
& its Committee(s) have been provided in the Corporate
Governance Report.

6.5 Selection of New Directors and Board
Membership Criteria

The Nomination and Remuneration Committee (‘NRC')
engages with the Board to evaluate the appropriate
characteristics, skills and experience for the Board as
a whole as well as for its individual members with the
objective of having a Board with diverse backgrounds
and experience in business, finance, governance,
and public service. The NRC, basis such evaluation,
determines the role and capabilities required for
appointment of Independent Director. Thereafter,
the NRC recommends to the Board the selection of
new Directors.

Characteristics expected of all Directors include
independence, integrity, high personal and professional
ethics, sound business judgement, ability to participate
constructively in deliberations and willingness to exercise
authority in a collective manner. The Company has in
place a Nomination and Remuneration Policy (‘Policy')
which is available on the Company's website and is
accesible through weblink.

6.6 Declaration by Independent Directors

The Independent Directors have confirmed that there
had been no change in the circumstances affecting
their status as Independent Directors of the Company
and that they continue to be qualified to be appointed
as Independent Directors under the provisions of the
Act and the relevant regulations. The Independent
Directors had submitted their disclosures to the Board
that they fulfil the requirements as stipulated under
Section 149(6) of the Act and Regulation 25(8) of
Listing Regulations and declaration under Rule 6(3)
of the Companies (Appointment and Qualification
of Directors) Rules, 2014 confirming compliance with
Rule 6(1) and (2) of the said Rules that their names are
registered in the databank as maintained by the Indian
Institute of Corporate Affairs (“IICA”).

6.7 Familiarisation Programme

In compliance with the requirements of Listing
Regulations, the Company has put in place a framework
for Directors' Familiarisation Programme to familiarise
the Independent Directors with their roles, rights and
responsibilities, strategy planning, manufacturing
process, subsidiaries business strategy, amendments
in law, Company's codes and policies, environmental
aspects, factory visit, products experience centres,

CSR site visit, ESG, nature of the industry in which the
Company operates, amongst others.

The details of the familiarisation programme conducted
during the financial year under review are explained
in the Corporate Governance Report. The same is
available on the Company's website and are accessible
through weblink.

6.8 Separate Meeting of Independent Directors

During the year, the Independent Directors met
twice i.e. 10 May 2024 and 22 January 2025 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, Internal
Auditors, Cost 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.

6.9 Board Performance Evaluation

Pursuant to the provisions of the Act and Listing
Regulations, the Board at its meeting held on 06 May
2025, had conducted annual performance evaluation
of its own performance, the directors individually

as well as the evaluation of the working of its Audit,
Nomination & Remuneration 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.

6.10 Committees of the Board

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

a. Audit Committee:

b. Nomination and Remuneration Committee;

c. Stakeholders' Relationship Committee;

d. Corporate Social Responsibility & ESG
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

As at 31 March 2025, the Audit committee of the
Board of Directors of the Company comprises of all the
Independent Directors as members namely:

¹Note: Inducted as member w.e.f. 22 January 2025.

During the year under review, Mr. Inder T. Jaisinghani,
Chairman & Managing Director, stepped down from the
Audit Committee w.e.f. 18 July 2024.

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

6.11 Directors’ Responsibility Statement (‘DRS’)

In addition to the certificate received under Regulation
17(8) of the Listing Regulations, the Director
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 2025, 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
2025 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.

7. Auditors and their Report

7.1 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^th 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 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 2024-25 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 Listing Regulations.

7.2 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
2025-26 under Section 148 of the Companies Act, 2013.
R. Nanabhoy & Co., Cost Auditors have confirmed that
their appointment is within the limits of section 141(3)(g)
of the Companies Act, 2013 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 Companies Act, 2013.

As per the provisions of the Companies Act, 2013, 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.

7.3 Secretarial Auditors

Pursuant to Section 204 and other applicable
provisions, if any, of the Companies Act, 2013 read
with the Companies (Meeting of Board and its Powers)
Rules, 2014 [including any statutory modification(s) or
amendment(s) or re-enactment(s) thereof for the time
being in force] and Regulation 24A (1) (b) of SEBI (Listing
Obligations and Disclosure Requirements) (Third
Amendment) Regulations 2024, the Board of Directors
on the recommendation of the Audit Committee had
appointed BNP & Associates, Company Secretaries,
having Firm Registration No.: P2014MH037400, as
Secretarial Auditors of the Company to hold office for
the first term of 5 consecutive years from FY 2025-26
to FY 2029-2030 at a remuneration of C 0.375 million
(excluding out of pocket expenses and reimbursement
of expenses, if any) for FY 2025-26 and for subsequent
financial years at such remuneration as may be decided
by the Board of Directors in consultation with the
Secretarial Auditors of the Company.

The necessary resolution seeking members approval
for appointment of BNP & Associates, Company
Secretaries forms part of AGM notice.

The Secretarial Audit Report (MR-3) issued by BNP &
Associates for the Financial Year ended 31 March 2025,
is set out in Annexure [B] to this report.

The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark
or disclaimer.

8. Risk Management

The Company has in place a mechanism to identify,
assess, monitor, and mitigate various risks to key
business objectives. Major risks identified by the
businesses and functions are systematically addressed
through mitigating actions on a continuing basis.

The Company's internal control encompasses various
management systems, structures of organisation,
standard and code of conduct which all put together
help in managing the risks associated with the
Company. With a view to ensure the internal control
systems are meeting the required standards, the same
are reviewed at periodical intervals. If any weaknesses
are identified in the process of review the same are
addressed to strengthen the internal controls which are
also in turn reviewed at frequent intervals.

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

(i) A well-defined risk management policy;

(ii) Periodic assessment and prioritisation 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 process,
aims to contain the risks within its risk appetite. There
are no risks which in the opinion of the Board threaten
the existence of the Company. However, some of the
risks which may pose challenges are set out in the
Management Discussion and Analysis which forms part
of this Annual Report.

The Risk Management Policy is available on the
Company's website and are accessible through weblink.

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

Particulars of the loans given, investments made
or guarantees given covered under the provisions
of Section 186 of the Act, are provided in the
Note No. 11, 35 and 37 (E) & (F) of the Standalone
Financial Statements.

10. Particulars of Contracts or
Arrangements with Related Parties

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.

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
related party transactions. Further, all transactions with
related parties during the year were on arm's length
basis and in the ordinary course of business. The details
of the material related-party transactions 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.

11. Annual Return

The Annual Return of the Company as on 31 March
2025, in form MGT-7 in accordance with Section 92(3)
of the Act read with the Companies (Management and
Administration) Rules, 2014 is available on Company's
website and accessible through weblink.

12. 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.

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

The Company has in place a Nomination and
Remuneration Policy with respect to appointment
and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel. The
appointment of Directors on the Board is subject to the
recommendation of the Nomination and Remuneration
Committee (NRC). Based on the recommendation of
the NRC, the remuneration of Executive Director is
proposed, in accordance with the provisions of the Act
which comprises of basic salary, perquisites, allowances
and commission, for approval of the members. Further,
based on the recommendation of the Board, the
remuneration of Non-Executive Directors for increased
commission in accordance with the provisions of Act is
proposed for the approval of the members.

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

14. Policy on Board Diversity

In compliance with the Listing Regulations, the
Company has formulated the policy on Diversity
of Board of Directors available on our website and
accessible through weblink. The Company recognises
the benefits of having a diverse Board and sees
increasing diversity at Board level as an essential
element in maintaining a competitive advantage.

The Company believes that a truly diverse Board
will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience,

cultural and geographical background, age, race and
gender, which will ensure that the Company retains its
competitive advantage.

15. 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 2024-25, 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.

16. 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.

17. Credit Ratings

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

18. 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 information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 is set
out in Annexure [F] to this report.

19. Research and Development

During the year under review, the Research &
Development activities carried out by the Company is
set out in Annexure [G] to this report.

20. Details of Establishment of
Vigil Mechanism for Directors
and Employees

The Company is committed to highest standards of
ethical, moral, compliance and legal conduct of its
business. In order to ensure that the activities of the
Company and its employees are conducted in a fair and

transparent manner by adoption of highest standard
of responsibility, professionalism, honesty and integrity
the Company has Whistle Blower Policy in compliance
with the provisions of Section 177 (9) and (10) of the
Act and Regulation 22 of the Listing Regulations and
encourages complaints / grievances to be registered at
designated e-mail id: speakup@polvcab.com.

The Audit Committee of the Company oversees vigil
mechanism process of the Company pursuant to
the provisions of the Act. The Chairman of the Audit
Committee has direct access to the designated e-mail
id: speakup@polycab.com for receiving the Complaints
under Whistle Blower Policy. Further, the Company
had organised online training sessions for Employees
to build awareness in the respective area. The Policies
and SOPs of Whistle Blower and Conflict of Interest is
available on the Company's website and is accessible
through weblink.

During the year under review no complaint was receive!
as of 31 March 2025.

21. 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 c
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 and Interal
Committee members. The SOP for POSH forms part of
the Governance Manual.

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 - 1

(ii) Number of Complaints disposed of during
the year - 0

(iii) Number of Complaints pending as on end of the
financial year - 1@

Note: @Subsequently resolved

22. 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 2024-25 was
H347.84 million and the Company had spent H180.31
million for carrying out the CSR projects. Further H167.53
million allocated to Health Care - Hospital Project had
remained unspent owing to delay in land acquisition for
the Hospital Project, amongst other reasons.

The Committee had the unspent CSR amount of
subsequently transferred H167.53 million to a separate
bank account in a scheduled bank named as ‘Polycab
India Limited Unspent CSR Account for FY 2024-25'
to be spent in the subsequent three financials years
towards the allocated project.

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 K. C. Mehta & Co.

LLP., Chartered Accountants, for operational and
implementation review, financial and accounting review
and legal and compliance review of CSR Projects and
the CSR activities undertaken thereto during Financial
Year 2024-25. Further, under the supervision of K. C.
Mehta & Co. LLP, the CSR Management Committee
achieved appropriate and timely risk mitigation while
implementing CSR Projects during FY 2024-25. Internal
Audit Report was reviewed on quarterly basis by the CSR
Management Committee and appropriate management
response had been provided to K. C. Mehta & Co. LLP
and MMJC, have confirmed compliance by the Company
with applicable laws and rules relating to CSR.

The Company was further assisted by MMJC
Consultancy LLP (MMJC), Practising Company
Secretaries (‘MMJC'), as CSR Project Management
Consultant, for advise 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.

23. Compliance Management

The Company has upgraded its Compliance Tool across
its offices, manufacturing locations and depots. The
Compliance Tool monitors compliance of law allocated
to Function Heads and Business Heads as elaborated in
the Governance Policy. The Compliance tool generates

reminders to the concerned personnel. System based
Compliance Reports are being generated on monthly
basis and the same is reviewed by the Management
Team for risk management and taking remedial actions.

The Board of Directors reviews the compliance
certificates periodically. Further, Ernst and Young LLP,
Internal Auditors of the Company periodically review the
compliances and completeness of tool as a part of their
Internal Audit process.

24. 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 Eighth
Annual General Meeting held on 16 July 2024) 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.

25. 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.

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

As a responsible corporate citizen, the Company
is acutely aware of its environmental and societal
responsibilities. The Company firmly embraces the
conviction that the integration and adherence to
Environmental, Social, and Governance (ESG) principles
within business operations are paramount in fostering
resilience, nurturing an inclusive culture, and generating
enduring value for all stakeholders. Sustainability lies
at the core of business philosophy. The Company's
sustainability strategy comprehensively addresses key
ESG factors that exert significant influence over our
business operations and stakeholders. The Company
meticulously assess opportunities and risks, formulating
both short-term and long-term strategies to ensure the

sustainable growth of our organization. By embracing
sustainable development and going beyond minimum
information disclosure requirements and regulatory
compliance, we aim to deliver value to our employees,
customers, suppliers, partners, shareholders and
society as a whole. The Company has developed a
robust ESG framework that will align the Company to
the best global standards and serve as a guide for the
implementation of sustainable business practices.

The Company embarked on its ESG journey by
corroborating ESG integration with Project Spring as
one of its pillars. The ESG strategy included resource
efficiency, sustainable sourcing, Diversity & Inclusion,
enhancing transparency & disclosure. An overview on
ESG is set out in Integrated Report.

Business Responsibility and Sustainability Report for
the financial year under review, as stipulated under
Regulation 34(2)(f) of Listing Regulations is presented
in a separate section forming part of the Annual Report
along with reasonable assurance report of the BRSR
Core carried out by TUV India Private Limited.

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. 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

The Company has identified ‘Growing ESG Integration'
as one of the pillars under Project Spring. The Company
embedded ESG as one of its targets for the next 5
years. Sustainability has become a key focus area along
with growth and profitability. The Company proceeds
with corroborative mindset ensuring combination of
profitable business growth and sustainability thereby
delivering Sustainable growth.

27. Governance, Compliance and
Business Integrity

The Company established its Governance Framework
at Polycab on five pillars viz. Philosophy, Directives,
Structure, Systems and Evaluation wherein the
Philosophy being the foundation for designing
the Directives, codes and policies, enumerates the
responsibility of each tier of the Structure right from
management team to persons associated with the
Company and provides them Systems, standard
operating process and trainings modules that set the
platform for effective implementation, monitoring,
communication and Evaluation of the framework.

The above aspects have been compiled into a
Governance Manual for reference and action by the
Company and its stakeholders. As part of Polycab's
culture-building process, Culture Workshops were
conducted by external experts to help the Company
identify and understand the key cultural elements
that drive their growth and success. The workshop
provided valuable opportunity to reflect on areas for
improvement and foster a positive work environment.
The Key Managerial Personnel and Senior Managerial
Personnel, including senior leaders from various verticals
and locations, engaged in dynamic discussions and

activities to uncover the core values, behaviours, and
practices that contribute to a positive and productive
workplace. This diverse participation resulted in
a comprehensive organizational perspective to
the workshops.

28. 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 Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
2015 (‘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 familiarise 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.

29. Management Discussion and
Analysis Report

The Management Discussion and Analysis Report for
the financial year under review, as stipulated under
Regulation 34(2)(e) of Listing Regulations is presented
in a separate section forming part of the Integrated
Annual report.

A detailed Management Discussion and Analysis forms
an integral part of this Report and gives an update, inter
alia, on the following matters:

(i) Industry structure and developments;

(ii) Opportunities and Threats;

(iii) Segment-wise or product-wise performance;

(iv) Outlook;

(v) Risks and concerns;

(vi) Internal control systems and their adequacy;

(vii) Material developments in Human Resources /
Industrial Relations front, including number of
people employed;

(viii) Details of significant changes in key
financial ratios;

(ix) Details of any change in Return on Net Worth as
compared to the immediately previous financial
year along with a detailed explanation thereof.

30. 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.

31. Adequacy of Internal Financial Controls

The policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of its
business, including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of
reliable financial information.

The Audit Committee also periodically reviews the
adequacy and effectiveness of internal control systems
and provides guidance for further strengthening them.

During the year under review, no material observation
has been made by the Internal Auditor or Statutory
Auditors of the Company in relation to the efficiency
and effectiveness of such controls.

32. Investor Relations (IR)

In compliance with Regulation 46 of the 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, Executive 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.

Recognising 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.

The details of Analyst/Institutional Investors
Presentation are duly updated on the website of the
Company from time to time.

33. Occupational Health, Safety and
Environment (OHSE)

The Company has in place OHSE Policy to protect the
environment and provide safer and healthy working
conditions for all stakeholders of the Company. Various
annual events like Road Safety Week, National Safety
Day / Month and Fire Service Week were celebrated
to advocate health and safety as one of the primary
focus areas of the Company. The training programs
were leveraged with new topics followed by on-the-
job training (OJT) and virtual reality (V.R.) programs
for competency building were deployed to train all
stakeholders of the Company.

34. Integrated Report

The Company has voluntarily provided Integrated
Report, which encompasses both financial and
non-financial information to enable the members
to take well informed decisions and have a better
understanding of the Company's long-term perspective.
The report also touches upon aspects such as
organisation's strategy, governance framework,
performance and prospects of value creation
intellectual capital, human capital, social capital and
natural capital.

The Company is publishing its Integrated Annual Report
for the FY 2024-25. This report is prepared in alignment
with the Integrated Reporting Framework laid down
by the International Integrated Reporting Council and
aims at presenting the value creation approach for
our stakeholders

35. 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.

36. Material events during the year
under review

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

37. General

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

(a) details relating to deposits covered under Chapter
V of the Act;

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

(c) 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;

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

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

in future;

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

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

(h) fraud reported by Statutory Auditors; and

(i) change of nature of business.

38. 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.