Directors Report of Polycab India Ltd.

Mar 31, 2025

Your Directors take pleasure in submitting the 29^th Annual Report of the business and operations of the Company
(âthe Company'' or âPIL'') and the Audited Financial Statements for the financial year ended 31 March 2025.

1. Financial & Operations Highlights of the Company

The standalone as well as the consolidated financial statement have been prepared in accordance with the Indian
Accounting Standards (Ind AS).

Sr. No.	Particulars	Standalone		Consolidated
Sr. No.	Particulars	31 March 2025	31 March 2024	31 March 2025	31 March 2024
1	Revenue from Operation	219,140	180,509	224,083	180,394
2	Earnings before Interest & Depreciation	28,652	24,365	29,602	24,918
	Other Income	2,189	2,198	2,076	2,209
	Finance Cost	1,588	1,004	1,689	1,083
	Depreciation	2,867	2,371	2,981	2,450
3	Profit before Tax and exceptional items	26,386	23,187	27,008	23,593
	Exceptional items	-	-	-	-
4	Profit before tax	26,386	23,187	27,008	23,593
Income tax expenses		6,366	5,490	6,553	5,564
5	Profit for the year from continuing operations	20,020	17,697	20,455	18,029
6	Profit before tax from discontinued operations	-	-	-	-
Gain on disposal of discontinued operations		-	-	-	-
Tax expense on discontinued operations		-	-	-	-
7	Profit for the year from discontinued operations	-	-	-	-
8	Profit for the year	20,020	17,697	20,455	18,029
9	Earnings Per Share (in J)
	Basic	133.14	117.97	134.34	118.93
	Diluted	132.60	117.53	133.80	118.49

Highlights of the Companyâs 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:

Â» Grow its Wires and Cables (W&C) business at 1.5x
the industry growth rate.

Â» Maintain long-term EBITDA margins within W&C
between 11% and 13%.

Â» Increase the contribution of international business
to over 10% of total revenues.

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

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

Â» 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.

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

Â» 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
âGrowing with Purpose.â

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, semiÂ¬
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.

Â» 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.

Â» 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.

Â» 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.

Â» 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 âViksit Bharat
2047â 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 shortÂ¬
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 âPolicyâ).

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

Particulars	No. of Equity Shares	Face Value (j)	Paid-up share capital (j)
Paid up share capital as on 01 April 2024	15,02,36,395	10/-	1,50,23,63,950
Equity Shares allotted under ESOP during the year under review	1,89,503	10/-	18,95,030
Paid-up share capital as on 31 March 2025	15,04,25,898	10/-	1,50,42,58,980

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:

Sr. No.	Name of the Subsidiary	Date of creation of Interest	Nature of interest	Location
i	Tirupati Reels Private Limited (âTRPLâ)	21 January 2015	Subsidiary	India
ii	Dowells Cable Accessories Private Limited (âDowellsâ)	01 December 2015	Subsidiary	India
iii	Polycab USA LLC (âPULLCâ)	27 January 2020	WOS²	USA
iv	Polycab Electricals and Electronics Private Limited (âPEEPLâ)¹	19 March 2020	WOS²	India
v	Polycab Australia Pty Limited (âPAPLâ)	01 July 2020	WOS²	Australia
vi	Polycab Support Force Private Limited (âPSFPLâ)	13 March 2021	WOS²	India
vii	Uniglobus Electricals and Electronics Private Limited (âUniglobusâ)³	24 March 2021	WOS²	India
viii	Steel Matrix Private Limited (âSteel Matrixâ)¹	11 November 2021	WOS²	India

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 (âthe 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 (âDowellsâ)

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 inÂ¬
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:

^Sr. Particulars	31 March 2025	31 March 2024
No.
a. Income from operations	2,223.15	\| 1603.04
b. Profit before tax	664.74	485.28
c. Profit after tax	496.60	362.23

(ii) Tirupati Reels Private Limited (âTRPLâ)

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:

Sr. No.	Particulars	31 March 2025	31 March 2024
a.	Income from operations	1,983.80	1,552.45
b.	Profit before tax	168.94	132.11
c.	Profit after tax	126.28	97.44

(iii) Uniglobus Electricals and Electronics Private Limited (âUniglobusâ)

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:

Sr. No.	Particulars	31 March 2025	31 March 2024
a.	Income from operations	1,755.58	1,555.84
b.	Profit/(Loss) before tax	(185.72)	(109.85)
c.	Profit/(Loss) after tax	(153.85)	(91.00)

Amalgamation Uniglobus with the Company

Amalgamation of Uniglobus, with the Company on
a going concern basis under âPooling 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 (âthe 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 (âPAPLâ)

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.

Sr. No.	Particulars	31 March 2025	31 March 2024
a.	Income from operations	1,461.72	2,264.29
b.	Profit before tax	46.09	53.78
c.	Profit after tax	32.92	36.21

(v) Polycab USA LLC (âPULLCâ)

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:

Sr. No.	Particulars	31 March 2025	31 March 2024
a.	Income from operations	437.58	357.28
b.	Profit/(Loss) before tax	(78.06)	3.04
c.	Profit/(Loss) after tax	(47.69)	3.04

(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.

Sr. No.	Particulars	31 March 2025	31 March 2024
a.	Income from operations	257.74	78.92
b.	Profit before tax	2.92	0.89
c.	Profit after tax	3.79	0.58

(vii) Polycab Electricals and Electronics Private
Limited (âPEEPLâ)

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 (âSteel Matrixâ)

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:

Sr. Particulars No.	31 March 2025	31 March 2024
a. Income from	2,608.78	2,320.83
operations
b. Profit/ (Loss) before tax	(15.81)	(36.45)
c. Profit/ (Loss) after tax	(15.81)	(36.45)

5.3 Associate

The Company does not have any Associate Company.

6. Directors and Key Managerial
Personnel (âKMPsâ):

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:

Name	Designation	Date of Appointment
Mr. Inder T.	Chairman &	20 December 1997
Jaisinghani	Managing Director	(CMD)
Mr. Gandharv	Executive Director &	31 May 2020 (CFO)
Tongia	CFO	19 January 2023 (ED & CFO)
Ms. Manita	Vice President -	11 March 2020
Carmen A.	Legal & Company	(Head - Legal)
Gonsalves	Secretary	24 January 2021 (CS)

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 (âNRC'')
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 (âPolicy'')
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 (âIICAâ).

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 NonÂ¬
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:

Sr. Name of the Director No.	Category	Designation
i. Mr. T. P. Ostwal	Independent	Chairman &
	Director	Member
ii. Mr. R. S. Sharma	Independent Director	Member

Sr. No.	Name of the Director	Category	Designation
iii.	Mrs. Sutapa Banerjee	Independent Director	Member
iv.	Mrs. Manju Agarwal¹	Independent Director	Member
v.	Mr. Bhaskar Sharma¹	Independent Director	Member
vi.	Mr. Sumit Malhotra¹	Independent Director	Member

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 Directorsâ Responsibility Statement (âDRSâ)

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

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. Companyâs 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 (âthe 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:

Particulars		CRISIL	India Rating
a.	Total Bank Facilities Rated
	Fund based	H5,000 crore	H5,000 crore
	Non-Fund Based	H9,221 crores	H4,550 crores
b.	Long Term Ratings	CRISIL AAA / Stable	IND AA / Positive
c.	Short term Ratings	CRISIL A1 (Reaffirmed)	IND A1
d.	Date of rating	14 October 2024	17 July 2024

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

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: [email protected].

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: [email protected] 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 (âassociated
partiesâ) 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 (âCSRâ), the Company
has duly constituted a Corporate Social Responsibility
Committee (âCSR Committeeâ).

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 âPolycab
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 (NonÂ¬
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 (âMMJC''), 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:

Type and year of Dividend declared / Paid	Date of Declaration of Dividend	% of Dividend Declared to face value	Unclaimed Dividend Amount as on March 31, 2025 (Amount in H)	Due for transfer to IEPF
Dividend 2018-19	26 June 2019	30%	1,30,521	01 August 2026
Interim Dividend 2019-20	03 March 2020	70%	6,59,442	09 April 2027
Dividend 2020-21	21 July 2021	100%	2,91,911	26 August 2028
Dividend 2021-22	29 June 2022	140%	3,68,289	04 August 2029
Dividend 2022-23	30 June 2023	200%	5,06,901	05 August 2030
Dividend 2023-24	16 July 2024	300%	11,79,867	21 August 2031

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
âIEPF Rulesâ) 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)

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 âGrowing with Purpose.â

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

39. 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 2025 DIN:00309108

Mar 31, 2024

The Directors take pleasure in submitting the 28^th Annual Report of the business and operations of the Company (âthe Company'' or âPIL'') and the Audited Financial Statements for the financial year ended 31 March 2024.

1. Financial & Operations Highlights of the Company

(Rs. in Million)
Sr. No.		Standalone		Consolidated
Sr. No.	Particulars	31 March 2024	31 March 2023 (Restated)	31 March 2024	31 March 2023 (Restated)
1.	Revenue from Operation	180,509	139,135	180,394	141,078
2.	Earnings before Interest & Depreciation	24,365	18,110	24,918	18,429
	Other Income	2,198	1,358	2,209	1,333
	Finance Cost	1,004	561	1,083	598
	Depreciation	2,371	2,057	2,450	2,092
3.	Profit before Tax and exceptional items	23,187	16,850	23,593	17,073
	Exceptional items	-	-	-	-
4.	Profit before tax	23,187	16,850	23,593	17,073
	Income tax expenses	5,490	4,160	5,564	4,242
5.	Profit for the year	17,697	12,690	18,029	12,831
6.	Earnings Per Share (in H)
	Basic	117.97	84.81	118.93	84.93
	Diluted	117.53	84.54	118.49	84.66
The standalone as well as the consolidated financial statement have been prepared in accordance with the Indian Accounting Standards (Ind AS).

Consolidated:

During the year, PIL posted a consolidated turnover of H1,80,394 million rising by H39,317 million YoY from H1,41,078 million in the previous year. The consolidated EBITDA (excluding other income) and profit after tax stood at H24,918 million and H18,029 million as against H18,429 million and H12,831 million in the previous year. The Company achieved several significant milestones in FY 2023-24, such as all-time high annual revenue and profitability. Overall top-line surpassed H1,80,000 million, clocking 18% CAGR in last 5 years. International business too clocked an all-time high sale of H14,360 million, making Polycab one of the largest exporter of wires and cables in India. Fast Moving Electrical Goods (FMEG) business was steady above the H12,800 mark. The Company also churned out record cash with negligible debt levels. The record profitability achieved this year further strengthened Polycab''s position as the most profitable Company in the consumer electrical space.

Wires and Cables (W&C) revenue grew strongly by 27% YoY to H1,58,922 million, accounting for 88% of total sales in FY 2023-24. This remarkable performance was underpinned by strong volume growth in both domestic distribution and institutional businesses. The impetus behind this surge stemmed from the substantial infrastructure investments by the government, increasing private capex, heightened real estate activities, and the effective execution of various internal strategic initiatives. These initiatives encompassed a relentless dedication to execution excellence, proactive investments in brand augmentation, prioritisation of customer centricity, judicious pricing actions, and steadfast efforts towards digital transformation. The Company gained significant market share in domestic W&C industry, consolidating its position as the leading manufacturer of W&C in India. In the W&C segment, strong growth was witnessed across all portfolios, with cables outpacing wires, primarily driven by HDC and LDC cables.

The Company''s international business stood at H14,360 million, contributing to 8% of the Company''s total revenues. The Company has received good amount of business from regions such as USA, Middle East, Europe and Australia. During the year, the Company has expanded its global footprint to 79 countries. With tremendous increase in spends globally in sectors such as Renewables, Oil & Gas and Infrastructure, the Company is poised to grow its the international business further, strengthening its foothold in various international markets.

FMEG business revenue saw a modest increase, reaching H12,828 million in FY 2023-24, up from H12,512 million in FY 2022-23, despite facing challenges like subdued consumer sentiment and heightened inflation. The Company''s proactive measures, including expanding the distribution network and focusing on new product development, have positioned it well for future growth. Intensified brand-building efforts, such as sponsoring ICC events and increasing advertising, reflect the Company''s commitment to enhancing its market presence and consumer engagement. Furthermore, recognising the evolving landscape of electrical solutions, the Company underwent a strategic brand refresh. This initiative aimed to effectively communicate the Company''s renewed vision, aspirations, and unwavering commitment to innovation and change. In line with the Company''s growth strategy, advertising and promotional expenditures witnessed a significant uptick, increasing by 60% during the fiscal year. Importantly, this increase remained well within the company''s guided range of 3% - 5% of the B2C top-line, ensuring prudent financial management while aggressively pursuing growth opportunities.

Despite the progress made, the Company acknowledged recent shortcomings in FMEG business execution. To address these issues effectively, a comprehensive action plan has been devised. A key component of this plan involves the creation of separate product-level verticals, aimed at enhancing focus, streamlining processes, and optimising performance within each product category. By aligning resources more effectively and facilitating targeted decision-making, the company anticipates stabilising the business this year and resuming its growth trajectory.

In FY 2023-24, commodity prices were less volatile than in the previous two years, with prices peaking in the first half, then declining to lows, and finally experiencing a steady recovery with significant upward momentum by the fiscal year-end, driven by fluctuations in global economic activities. Over the

period from April 2023 to October 2023, copper prices experienced a significant decline before gradually recovering by March 2024. Similarly, aluminium prices followed a parallel trajectory, descending during the same period before rebounding. The price of PVC compound, essential for wire and cable insulation, showcased notable fluctuations over the past year, experiencing lump of 18% from June to September 2023, then dropping 16% and finally rebounding by 6% by the end of fiscal year 2024. In contrast, steel prices exhibited comparatively minimal volatility, predominantly showing a downward trend throughout the year. Meanwhile, Indian rupee saw a 2% depreciation by the end of FY 2023-24, marking a notable improvement from the 7% depreciation observed in the previous year, credited to favourable domestic and global conditions, alongside efficient management by the RBI.

Looking ahead, the Indian W&C industry will continue to grow as it plays a crucial role in supporting various sectors including construction, telecommunications, automotive, real estate and power distribution, fuelled by ongoing infrastructure development, urbanisation, and increasing demand for electricity and connectivity across the nation. The government''s focus on infrastructure development is evident in its capex growth, which has increased 17% year-on-year on FY 2023-24RE, reaching CI1.11 trillion in FY 2024-25, taking capex as a percentage of GDP ratio to an unprecedented 3.4% in FY25 BE, up from 1.7% in the pre-COVID period (FY18-FY20). This allocation translates directly into heightened demand for cables and wires utilised across various infrastructure endeavours:

â¢ The uptick in investment in power generation, transmission, and distribution is poised to drive the demand for power cables and control cables. Moreover, as part of the Paris Agreement, the Indian government has announced its target to achieve net zero emissions by CY70, alongside plans to install 500GW of renewable energy capacity by CY30, which is likely to involve a massive investment of approximately H2.4 trillion. India''s energy demand is expected to surge over the years, propelled by rising nuclearisation, higher disposable income, and an increase in industrial activities. Government initiatives such as âpower for all'' and the âintegrated power development scheme'' should further stimulate demand growth for cables and wires.

â¢ The industry would also benefit from government policies encouraging domestic manufacturing and offering Production-Linked Incentives (PLI) for components.

4. Change in Share Capital
Particulars	No. of Equity Shares	Face Value (K)	Paid-up share capital (K)
Paid up Capital of the Company as on 01 April 2023	14,97,65,278	10/-	1,49,76,52,780
Equity Shares allotted under ESOP during the year under review	4,71,117	10/-	47,11,170
Paid up Capital of the Company as on 31 March 2024	15,02,36,395	10/-	1,50,23,63,950

Authorised Share Capital

The authorised share capital of the Company had been increased from H1,86,25,00,000 (divided into 18,62,50,000 equity shares of face value of H10 each) to H1,89,25,00,000 (divided into 18,92,50,000 equity shares of face value of H10 each) on account of Amalgamation of Silvan Innovation Labs Private Limited (âTransferor Companyâ) with Polycab India Limited (âTransferee Companyâ) vide NCLT order number C.P.(CAA)/19(AHM)2023 in C.A.(CAA)/61(AHM)2022, effective from 05 September 2023.

5. Subsidiaries, Joint Ventures & Associates:

Subsidiaries

5.1. Details of Subsidiaries

As on 31 March 2024, the Company had 8 (Eight) Subsidiaries as detailed below:

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.

Sr. No.	Name of the Subsidiary	Date of creation of Interest	Nature of interest	Location
1.	Tirupati Reels Private Limited (âTRPL'')	21 January 2015	Subsidiary	India
2.	Dowells Cable Accessories Private Limited (âDowells'')	01 December 2015	Subsidiary	India
3.	Polycab USA LLC (âPULLC'')	27 January 2020	WOS²	USA
4.	Polycab Electricals and Electronics Private Limited (âPEEPL'')¹	19 March 2020	WOS²	India
5.	Polycab Australia Pty Limited (âPAPL'')	01 July 2020	WOS²	Australia
6.	Polycab Support Force Private Limited (âPSFPL'')	13 March 2021	WOS²	India
7.	Uniglobus Electricals and Electronics Private Limited (âUniglobus'')	24 March 2021	WOS²	India
8.	Steel Matrix Private Limited (âSteel Matrix'')^18,3	11 November 2021	WOS²	India

Note:

¹ Yet to commence business operations

² WOS - Wholly-owned Subsidiary

³ On 29 June 2023, the Company acquired additional 25,000 shares at face value of H10 each of Steel Matrix Private Limited for a purchase consideration of H0.25 million making it a wholly owned subsidiary of the Company.

â¢ Government of India (GoI) aims to achieve 30% electrification of the entire vehicle fleet, leading to an anticipated increase in demand for EV charging infrastructure.

â¢ Furthermore, the surge in data consumption prompts the need for more data centers, consequently driving up the demand for cables in these sectors as well.

â¢ Additionally, the real estate and construction boom, encompassing both residential and commercial projects, continues to fuel the need for electrical wires. There could also be a shift to organised players from unorganised ones, recognised for their superior quality and safety standards. This possible shift would further benefit the bigger players going forward.

I ndian economy continues to outperform global counterparts, buoyed by a plethora of high-frequency indicators that demonstrate robust resilience. These include strong forex reserves, improving industrial production, higher tax collections, better fertiliser sales, increased auto sales, and broader credit growth. Both manufacturing and services PMI readings are hovering near multi-year highs, with services activity spurred by accelerated new business, indicative of robust demand, while manufacturing PMI activity fueled by higher output and new orders for goods. GDP growth in FY 2023-24 was at 8.2%, faster than 7.2% growth registered last year.

The trend of India''s outperformance is expected to persist into the foreseeable future as well. This trajectory is propelled by several key factors, including robust government-led infrastructure development, a notable upswing in manufacturing activities, stable inflation, a balanced external account, and improving consumer spending. Anticipated normal monsoon conditions and the onset of La Nina phenomena present favourable prospects for the agriculture sector, consequently bolstering rural demand. Furthermore, the expanding ambit of private sector investments, coupled with escalating capacity utilisation rates and robust corporate balance sheets, augur well for heightened private sector participation in investment ventures. Additionally, the enduring growth in capital expenditure allocation underscores the government''s steadfast dedication to cultivating productive assets, with infrastructure development serving as its cornerstone. Given this confluence of favourable factors, India is firmly poised to realise its ambitions of ascending to the rank of the world''s third-largest economy by 2027.

Standalone:

On standalone basis, the Company has recorded a growth in turnover of 30% YoY from H139,135 million to H1,80,509 million in FY 2023-24. The EBITDA is H24,365 million as against H18,110 million for the previous year. Standalone Profit after tax is H17,697 million as compared to H12,690 million of the preceding year.

Capex and Liquidity

During the year under review, the Company on a standalone basis spent H8,189 million against H4,680 million in the previous financial year towards capital expenditure. This mainly comprises of regular capital expenditure at various plant locations & Company offices/warehouses, manufacturing capacity expansion and construction of new head office building.

The Company''s liquidity position on a consolidated basis is H21,408 million as on 31 March 2024, comprising cash and cash equivalent, deposits with bank, short term investments net off borrowings.

2. Transfer to Reserve

The Company has transferred H2.02 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 their meeting held on 10 May 2024, have recommended a dividend @ H30/- (300%) per equity share of the face value of H10/- each for the financial year 31 March 2024 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 H4,507 million. The members whose names appear as beneficial owners as at the end of the business hours on Tuesday, 09 July 2024 (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.

The dividend recommendation is in accordance with the Dividend Distribution Policy (âPolicyâ) of the Company. The Policy is available on Company''s website and is accessible through weblink.

5.2. Financial Performance of Subsidiaries

Pursuant to Section 129(3) of 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 (âTRPLâ)

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

	(H in million)
^Sr. Particulars No.	31 March 2024	31 March 2023
a. Income from operations	78.92	24.44
b. Profit before tax	0.89	0.37
c. Profit after tax	0.58	0.70

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 is as follows:

	(H in million)
^{S r.} Particulars No.	31 March 2024	31 March 2023
a. Income from operations	1,552.45	1387.10
b. Profit before tax	132.11	108.35
c. Profit after tax	97.44	83.73

(ii) Dowells Cable Accessories Pvt. Ltd (âDowellsâ)

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 is as follows:

(H in million)

Sr. 31 March 31 March

Particulars

No. 2024 2023

a. Income from operations 1,603.04 1,190.30

b. Profit before tax 485.28 285.76

c. Profit after tax 362.23 213.29

(iii) Polycab USA LLC (âPULLCâ)

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 trading of wires & cables and electricals consumer products in U.S.A Territory. The Company holds 100% interest in PULLC.

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

	(H in million)
^Sr. Particulars No.	31 March 2024	31 March 2023
a. Income from operations	357.28	-
b. Profit/(Loss) before tax	3.04	(0.16)
c. Profit/(Loss) after tax	3.04	(0.16)

(iv) Polycab Electricals and Electronics Private Limited (âPEEPLâ)

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.

(v) Polycab Australia Pty. Limited (âPAPLâ)

Polycab Australia Pty. Ltd. was incorporated as a wholly-owned subsidiary on 01 July 2020, having its registered office is in Australia. PAPL is involved in a 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 is as follows:

	(H in million)
^Sr. Particulars No.	31 March 2024	31 March 2023
a. Income from operations	2,264.29	618.93
b. Profit before tax	53.78	16.30
c. Profit after tax	36.21	11.35

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

(vii) Uniglobus Electricals and Electronics Private Limited (âUniglobusâ)

Uniglobus was incorporated as a wholly-owned subsidiary on 24 March 2021. Its registered situated 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.

Uniglobus is 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 is as follows:

	(H in million)
^Sr. Particulars No.	31 March 2024	31 March 2023
a. Income from operations	1,555.84	695.36
b. Profit/(Loss) before tax	(109.85)	(44.67)
c. Profit/(Loss) after tax	(91.00)	(37.49)

(viii) Steel Matrix Private Limited (âSteel Matrixâ)

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 Board of Directors at its meeting held on 12 May 2023 had approved the acquisition of balance 25,000 equity shares (25%) of face value of H10 each held by Bootbhavani Fabricators in Steel Matrix Private Limited at a consideration of H2.50 Lakhs. Subsequently, the Company executed Share Purchase and Termination Agreement with Bootbhavani Fabricators and Steel Matrix Private Limited

on 29 June 2023 and completed the acquisition formalities thereby rendering Steel Matrix a wholly-owned subsidiary of the Company. The Company holds 100% equity shares in Steel Matrix.

5.3 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 is as follows:

	(H in million)
^Sr. Particulars No.	31 March 2024	31 March 2023
a. Income from operations	2,320.82	1,949.00
b. Profit/(Loss) before tax	(36.45)	(255.53)
c. Profit/(Loss) after tax	(36.45)	(274.60)

5.4 Amalgamation of Silvan Innovations Labs Private Limited (âSilvanâ) with the Company

As mentioned in the previous Annual Report, the Board of Directors of Company at its meeting held on 18 October 2022, subject to requisite approvals/ consents, approved the Scheme of amalgamation of Silvan Innovation Labs Private Limited with the Company and their respective shareholders (âSchemeâ) under the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The Scheme was made effective from 05 September 2023 upon receipt of approval from the Hon''ble National Company Law Tribunal, Ahmedabad Bench (âNCLTâ) and such other statutory/ Government authorities as directed by the NCLT. The appointed date of the Scheme was 1 April 2022 and the entire assets and liabilities of Silvan had been transferred to and recorded by the Company as per applicable accounting standards. Accordingly, the amalgamation of Silvan with the Company stands completed and Silvan ceased to be wholly owned subsidiary of the Company.

5.5 Associate

The Company does not have any Associate Company.

6. Directors and Key Managerial Personnel (âKMPsâ):

6.1 Re-appointment of Mr. Inder T. Jaisinghani as Managing Director

Mr. Inder T. Jaisinghani (DIN: 00309108) was re-appointed as Managing Director by the members of the Company at the 23 Annual General Meeting held on 26 June 2019 for a period of 5 (Five) years commencing from 28 August 2019 to 27 August 2024.

The tenure of Mr. Inder T. Jaisinghani (DIN: 00309108) as Managing Director would lapse on 27 August 2024 and is being eligible for re-appointment. The Board of Directors on the basis of recommendation of Nomination and Remuneration Committee (âNRC'') has proposed the re-appointment of Mr. Inder T. Jaisinghani as Managing Director for a further period of 5 consecutive years commencing from 28 August 2024 to 27 August 2029 (both days inclusive) subject to approval of members of the Company at the ensuing 28^th Annual General Meeting. Necessary resolution along with explanatory statement seeking re-appointment and remuneration payable to Mr. Inder T. Jaisinghani as Managing Director Managing Director forms part of the AGM Notice.

6.2. Appointment, Re-appointment and Cessation as Directors:

(a) Appointment of Mr. Bhaskar Sharma as Independent Director

On the recommendation of the Nomination and Remuneration Committee and considering expertise, knowledge, experience and skills of Mr. Bhaskar Sharma (DIN:02871367), the Members had appointed him as an Independent Director for a first term of 3 consecutive years commencing from 12 May 2023 to 11 May 2026 (both days inclusive), at 27^th AGM held on 30 June 2023.

(b) Re-appointment of Mr. T. P. Ostwal as Independent Directors for second term

The Nomination and Remuneration Committee (âNRCâ) inter-alia, on the basis of performance evaluation of Mr. T. P. Ostwal (DIN:00821268) and taking into account the knowledge, experience, substantial contribution made by him during his tenure and his willingness to be re-appointed as an Independent Director, the members re-appointed as an Independent Director for a further period of 5 consecutive years commencing from 20 September 2023 to 19 September 2028 (both days inclusive) at 27^th AGM held on 30 June 2023.

The Nomination and Remuneration Committee (âNRCâ) inter-alia, on the basis of performance evaluation of Mr. R. S. Sharma (DIN: 00013208) and taking into account the knowledge, experience, substantial contribution made by him during his tenure and his willingness to be re-appointed as an Independent Director for further period of 2 years, the members re-appointed him for a further period of 2 consecutive years commencing from 20 September 2023 to 19 September 2025 (both days inclusive).

Subsequently, the members approved the aforesaid appointment(s) and re-appointments as stated under S.no. (a), (b) and (c) vide special resolution passed at the 27^th Annual General Meeting held on 30 June 2023.

(d) Cessation of Director

Mr. Pradeep Poddar completed his term of service as Independent Director on 19 September 2023 and ceased to be an Independent Director of the Company owing to efflux of time.

6.3 Key Managerial Personnel (KMP)

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:

Name	Designation	Date of Appointment
Mr. Inder T. Jaisinghani	Chairman & Managing Director	20 December 1997
Mr. Gandharv Tongia	Executive Director & CFO	31 May 2020 (CFO) 19 January 2023 (ED & CFO)
Ms. Manita Carmen A. Gonsalves	Company Secretary & Vice President - Legal	24 January 2021

There has been no change in the KMPs of the Company over the past three financial years including the year under review.

6.4 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. Nikhil R. Jaisinghani (DIN: 00742771) 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 Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as Executive Director of the Company, liable to retire by rotation.

6.5 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 and held, 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 Committees held during the financial year 2023-24. 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.

6.6 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 (âIICAâ).

6.7 Familiarisation Programme

I n compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directorsâ Familiarisation Programme

to familiarise the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiaries business strategy, amendments in law, Companyâs codes and policies, environmental aspects, CSR site visit, nature of the industry in which the Company operates, ESG goals/targets, 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 Companyâs website and are accessible through weblink.

6.8 Separate Meeting of Independent Directors

During the year, the Independent Directors met thrice i.e. 18 January 2024 (twice in a day) and 13 February 2024 inter alia to discuss the matters arising out of the agenda of the Board and Board committees, Companyâs performance, operations and other critical matters. The Independent Directors identified areas where they needed clarity or information from the Management and conducted independent discussions and deliberation without the presence of the Management Team. At the recommendation of Independent Directors, an independent third-party review was conducted on certain aspects related to the income tax search. As on the date of issuance of this report, the Company has not received any written communication from the department regarding the outcome of the search. The Independent Directors also met the Statutory Auditors, Internal Auditors and Secretarial Auditors of the Company without the presence of the Management/Executive Directors on 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 10 May 2024, 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 Boardâs functioning such as adequacy of the composition of the Board and its Committees, Memberâs 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

The Audit committee of the Board of Directors of the Company comprises of 4 (Four) members namely:

Sr. No.	Name of the Director	Category	Designation
i.	Mr. T. P. Ostwal	Independent Director	Chairman & Member
ii.	Mr. R. S. Sharma	Independent Director	Member
iii.	Mr. Inder T. Jaisinghani	Managing Director (Non-Independent)	Member
iv.	Mrs. Sutapa Banerjee	Independent Director	Member

The Committee comprises of majority of Independent Directors.

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

6.11 Directorsâ Responsibility Statement (âDRSâ)

Thereafter the DRS was placed before the Board of Directors. Accordingly, the Board of Directors hereby state that:

a. i n the preparation of the annual accounts for the financial year ended 31 March 2024, 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 2024 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

B S R & Co. LLP, Chartered Accountants, (Firm Registration No.: 101248W/W-100022), were appointed as the Statutory Auditors of the Company at the 23^rd Annual General Meeting of the Company held on 26 June 2019, for a term of 5 consecutive years commencing from the conclusion of 23^rd Annual General Meeting till the conclusion of 28^th Annual General Meeting to be held for financial year 2023-24. 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 2023-24 issued by B S R & 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 B S R & 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 2024-25 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 the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, BNP & Associates, Company Secretaries, (Firm Registration No.: P2014M H037400), were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year ended 31 March 2024.

The Secretarial Audit Report (MR-3) for the Financial Year ended 31 March 2024, is set out in Annexure [B] to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Further, the Board of Directors on the recommendation of the Audit Committee had re-appointed BNP & Associates as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year ending 31 March 2025.

7.4 Corporate Social Responsibility (CSR) & Environment Social & Governance (ESG)

As per the requirements of Section 135 of the Act pertaining to Corporate Social Responsibility (âCSRâ) the Company has duly constituted a Corporate Social Responsibility Committee (âCSR Committeeâ).

The Board had at its Meeting held on 12 May 2023 approved amending the terms of reference of the CSR Committee to include expectations and requirements surrounding ESG such as adequacy

of the Company''s ESG Framework, establishing ESG Management Systems, and governance of ESG matters hence in accordance thereto the nomenclature of the Committee was changed to CSR & ESG Committee.

The CSR Obligation for the financial year 2023-24 was H257.44 million and the Company had spent H259.01 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.

CSR Impact Assessment Report

I n terms of the provisions of Rule 8(3)(a) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (âRules''), every company having average CSR obligation of H10 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 12 May 2023 had appointed MMJC Consultancy LLP for undertaking CSR Impact Assessment of the completed projects having outlays of H1.00 crore or more commencing from Financial Year 2020-21 upto 2022-23. The CSR Impact Assessment report received from MMJC Consultancy LLP is available on the Company''s website and are accessible through weblink.

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. 36 (D,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.

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 2024, 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. Companyâs 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 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

I n compliance with the Listing Regulations, the Company has formulated the policy on diversity of Board of Directors.

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 financial year 2023-24, 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 (âthe 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, currently rolled out for a 5-year duration from May 2023 to May 2028.

17. Credit Ratings

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

Particulars		CRISIL	India Rating
a.	Total Bank Facilities Rated	H5,000 crore	H5,000 crore
b.	Long Term Ratings	CRISIL AA / Positive (Reaffirmed)	IND AA /Rating watch with Negative Implication
c.	Short term Ratings	CRISIL A1 (Reaffirmed)	IND A1 /Rating watch with Negative Implication
d.	Date of rating	03 August 2023	18 January 2024

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

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: [email protected].

23. 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 âIEPF Rulesâ) 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 [email protected].

Type and year of Dividend declared/Paid	Date of Declaration of Dividend	% of Dividend Declared to face value	Unclaimed Dividend Amount as on 31 March 2024 (Amount in K)	Due for transfer to IEPF
Final Dividend 2018-19	26 June 2019	30%	1,32,798	01 August 2026
Interim Dividend 2019-20	03 March 2020	70%	6,86,644	09 April 2027
Dividend 2020-21	21 July 2021	100%	3,05,791	26 August 2028
Dividend 2021-22	29 June 2022	140%	3,88,407	04 August 2029
Dividend 2022-23	30 June 2023	200%	5,21,447	05 August 2030

During the year under review 8 complaints were received out of which 7 were resolved and 1 was under investigation as on 31 March 2024. Summary of the findings along with closure report were placed before the Audit Committee for their noting.

During the year 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 are accessible through weblink.

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

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 (âassociated partiesâ) who visit workplace for official duties.

During the year under review, no complaints were received under the POSH Act. 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.

22. Compliance Management

The Company has in place a Compliance Tool for tracking the compliances of all applicable laws. System generated reminders are sent to the concerned function responsible for the Compliance activity. Compliance reports are being generated on monthly basis and the same is shared with the management for taking necessary actions, if any.

The Board of Directors reviews the compliance certificates pertaining to all laws applicable to the Company as well as steps taken by the Company to rectify instances of non-compliances. Compliances and completeness of tool is reviewed on quarterly basis as a part of the Internal Audit Process by Ernst and Young LLP, Internal Auditors of the Company.

24. Corporate Governance Report

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

25. Environmental, Social and Governance (ESG) and Business Responsibility and Sustainability Report

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 organisation. 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.

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 and Global Reporting Initiative (GRI) Standards 2021 carried out by KPMG Assurance and Consulting Services LLP.

26. 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) Human Resources;

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

27. 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.

28. 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.

29. Investor Relations (IR)

I n 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.

(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.

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

Please refer to the section on âAnalyst/Institutional Investors Presentationâ in the Corporate Governance section for details of number of Investor/Analyst Interactions held during the year.

30. 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.

31. 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.

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

The Company has followed the applicable Secretarial Standards, with respect to meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

33. Events

The Income-Tax authorities (âthe department'') had conducted search activity during the month of December 2023 at some of the premises, plants and residences of few of the employees of the Company. The Company extended full cooperation to the Income tax officials during the search and provided required details, clarifications and documents. As on date of this report, the Company has not received any written communication from the department.

Further, a cyber security incident occurred in March 2024 wherein the Company''s IT infrastructure was targeted by a ransomware attack. However, the incident has not impacted the core systems and operations of the Company.

34. 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;

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

36. Acknowledgment

The Directors would like to place on record their sincere appreciation to its customers, vendors, dealers, suppliers, investors, business associates, bankers, Government Authorities 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.

Mar 31, 2023

Your Directors take pleasure in submitting the 27^th Annual Report of the business and operations of your Company (âthe Company'' or âPIL'') and the Audited Financial Statements for the financial year ended 31 March 2023.

1. Financial & Operations Highlights of the Company

('' in million)
Sr. No.	Particulars	Standalone		Consolidated
Sr. No.	Particulars	Current Year 31 March 2023	Previous Year 31 March 2022	Current Year 31 March 2023	Previous Year 31 March 2022
1	Revenue from Operation	139,116	120,979	141,078	122,038
2	Earnings before Interest & Depreciation	18,111	12,400	18,429	12,626
Other Income		1,361	905	1,333	899
Finance Cost		561	334	598	352
Depreciation		2,024	1,966	2,092	2,015
3	Profit before tax and exceptional items	16,887	11,005	17,073	11,159
Exceptional items		-	1,243	-	-
4	Profit before tax	16,887	12,248	17,073	11,159
Income tax expenses		4,171	2,936	4,250	2,706
5	Profit for the year from continuing operations	12,716	9,313	12,823	8,452
6	Profit before tax from discontinued operations	-	-	-	136
Gain on disposal of discontinued operations		-	-	-	817
Tax expense on discontinued operations		-	-	-	233
7	Profit for the year from discontinued operations	-	-	-	721
8	Profit for the year	12,716	9,313	12,823	9,173
9	Earnings Per Share (in H)
Basic		84.98	62.39	84.87	60.87
Diluted		84.72	62.12	84.61	60.60

The standalone as well as the consolidated financial statement have been prepared in accordance with the Indian Accounting Standards (Ind AS).

Consolidated:

During the year PIL posted a consolidated turnover of ?141,078 million rising by ?19,040 million YoY from H122,038 million in the previous year. The consolidated EBITDA (excluding other income) and profit after tax stood at H18,429 million and H12,823 million as against H12,626 million and H9,173 million in the previous year. The Company achieved several significant milestones in FY23 such as all-time high annual revenue and profitability. Overall top-line surpassed H140 billion clocking 15.8% CAGR in last 5 years. International business too clocked an all-time high sale of H13.8 billion, making Polycab one of the largest exporter of wires and cables in India. Fast Moving Electrical Goods (FMEG ) business was stead above the H12 billion mark. The Company also churned out record cash with negligible debt levels.

I ndian economy has exhibited remarkable resilience in the face of global volatility, with several high-frequency indicators pointing towards sustained

positive momentum. The manufacturing PMI, services PMI, and core 8 industries have consistently remained above long-term averages, reflecting a robust growth trajectory. Furthermore, growth momentum has been visible in key sectors such as steel and cement output, GST collections, e-way bill generation, capacity utilization, and rising demand for electricity and travel. This is a clear indication of the country''s strong economic fundamentals, which continue to attract investment and drive growth. In addition, doubledigit credit growth further underscores the positive momentum in the economy. The downward trajectory of inflation bodes well for the economy, as it helps to boost consumer confidence and spending. While headline CPI inflation eased to an 18-month low of 4.7% YoY in April 2023, Core CPI grew 5.1% in April 2023, the lowest in 35 months. The rural sector, which is a critical driver of the Indian economy, has also exhibited positive signs.

Wires and Cables revenue grew strongly by 17% YoY to H125,369 million, accounting for 89% of total sales in FY23. The growth was primarily driven by a substantial increase in volume sales, supported by both internal and external factors. The Company''s relentless focus on execution, proactive investments in brand building, customer centricity, pricing actions, and digitalization

have contributed to its success. Moreover, the government''s emphasis on driving economic growth and implementing structural reforms has provided a favourable business environment for Polycab. During the year, domestic distribution driven business showed strong volume growth of 21%. The outperformance was primarily on account of benefits realized through the merger of HDC and LDC verticals last year. Within domestic distribution, cables grew faster than wires during the year. Special purpose cables business gained momentum with sales growing 1.7x over last year.

The Company''s international business saw robust growth of ~50% to H13,835 million, contributing to 9.8% of the Company''s total revenues as against 7.6% last year. The Company has received good amount of business from regions such as USA, Europe, Asia, Australia, Africa and Middle East. During the year, the company has expanded its global footprint to 70 countries. With tremendous increase in spends globally in sectors such as Renewables, Oil & Gas and Infrastructure, the Company is poised to grow its the international business further, strengthening its foothold in various international markets.

FMEG business revenue stood at H12,512 million in FY23, reflecting a marginal decline compared to H12,544 million in FY22. The segment was adversely impacted by distribution realignment undertaken during the year, as part of Project LEAP, to enable improved pace of future business growth, as well as due to challenging business environment on account of continued high inflation. FMEG business grew at CAGR of ~30 in last seven years and for the next phase of growth, the Company is strategically readjusting its business model. Following successful merger of HDC and LDC verticals, the Company has decided to merge the Fans vertical with Lights vertical and Retail wires vertical with Switches & Switchgear vertical. The Company saw significant overlap between the distribution channels of these verticals, which the Company can optimize by merging them, as well as generate higher business through crosssell, availing larger share of the customer''s wallet. The merger will also help in faster rolling out of GTM initiatives at a leaner cost base. With the distribution realignment completed, the Company is confident of improving topline and bottom-line and is committed to achieving 10%-12% annualized EBITDA margin in this business by FY26. Revenue growth will be driven by distribution expansion, product innovation, a structured influencer management program, and investments in brand building, while Profitability will be boosted by a premiumization strategy, increased focus on product categories with better margins, strong backward integration, and economies of scale. As part of this initiative, the Company set up a new facility in Daman for switches, a strategic move towards

a high-margin business segment. By having its own factory, the Company can exercise greater control over the production process and quality, enabling the launch of customer-centric products that cater to specific needs and preferences. Further, keeping in a view of future growth in fan business, the Company has set up new fan manufacturing plant in Halol, adding an annual capacity to produce 6 million fan units. With an increased annual production capacity, the Company can achieve greater economies of scale, leading to improved profitability.

In FY23, the Company witnessed comparatively lower, however volatile, input prices as most commodity prices retreated from their peaks as the post-pandemic led demand surge cooled down. Copper prices on London Metal Exchange (LME) witnessed a downfall from about $10,250/MT in April 2022 to $7,000/MT in July 2022, rising again to close the year at about $8,950/MT in March 2023. A similar trend was witnessed in aluminium prices, which declined from about $3,500/MT in April 2022 to about $2,100/MT in September 2022, rising back again to close the year at about $2,500/MT in March 2023. The price for PVC compounds was also volatile, tracking crude oil prices, correcting 41% by mid-year from the peak witnessed in April 2022, and regaining 11% since then by March 2023. Steel prices were range-bound but volatile during the year. The Indian rupee continued to depreciate during the year, balancing the negative impact of the declining commodity prices.

India''s growth story is currently at a turning point, with the country uniquely positioned among large economies. One of its major strengths lies in its large and growing middle class, which serves as a significant consumer base, driving demand and economic growth. Additionally, India boasts a young working-age population, providing a demographic advantage that can contribute to sustained economic development and productivity. Furthermore, the government''s continued focus on infrastructure, through an increase in budgetary allocation to an all-time high of H10 trillion at 3.3% of GDP, augurs well for the cables industry. This is a clear indication of the government''s commitment to building world-class infrastructure and creating a conducive environment for businesses to thrive. With an allocation of H350 billion for priority capital investments towards net-zero transition and energy security, India is poised to harness the potential of renewable energy sources. The replacement of fossil fuels with renewable power is expected to generate substantial demand for wires and cables. These cables will play a crucial role in distributing electricity over longer distances from dispersed wind and solar farms to households and factories that consume it. This presents a significant opportunity for the wires and cables industry to contribute to India''s transition to a sustainable energy future. Further, the residential

5. Subsidiaries, Joint Ventures & Associates: Subsidiaries 5.1. Details of Subsidiaries As on 31 March 2023, the Company had 9 (Nine) Subsidiaries as detailed below:
Sr. No.	Name of the Subsidiary	Date of creation of interest	Nature of interest / percentage of shareholding	Location
(i)	Tirupati Reels Private Limited (âTRPL'')	21 January 2015	Subsidiary (55%)	India
(ii)	Dowells Cable Accessories Private Limited (âDowells'')	01 December 2015	Subsidiary (60%)	India
(iii)	Silvan Innovations Labs Private Limited (âSilvan'')	18 June 2021	WOS²	India
(iv)	Polycab Australia Pty Limited (âPAPL'')	01 July 2020	WOS²	Australia
(v)	Polycab Support Force Private Limited (âPSFPL'')	13 March 2021	WOS²	India
(vi)	Uniglobus Electricals and Electronics Private Limited (âUniglobus'')	24 March 2021	WOS²	India
(vii)	Polycab USA LLC (âPULLC'')¹	27 January 2020	WOS²	USA
(viii)	Polycab Electricals and Electronics Private Limited (âPEEPL'')¹	19 March 2020	WOS²	India
(ix)	Steel Matrix Private Limited (âSteel Matrix'')¹	11 November 2021	Subsidiary (75%)	India
Note:	: ¹ Yet to commence business operations
	² WOS - Wholly-owned Subsidiary

sector, which has been in an upcycle, has also exhibited extremely potent signs for the wires and FMEG industry. Residential sales have hit a nine-year high in CY2022, and new project launches have exceeded sales for the first time since 2013. This is a clear indication of the growing demand for high-quality housing, which bodes well for the construction and allied industries.

On the whole, the Indian economy''s future growth prospects look bright, with several positive indicators pointing towards sustained momentum. The country''s strong economic fundamentals, coupled with the government''s focus on infrastructure and pro-business policies, continue to attract investment and drive growth. As such, the outlook for the cables, wires, and FMEG industries remains positive, and there is every reason to be optimistic about the future.

Standalone:

On standalone basis, we have recorded a growth in turnover of 15% YoY from ?120,979 million to ?139,116 million in FY 23. The EBITDA is ?18,111 million as against ?12,400 million for the previous year. Standalone Profit after tax is H12,716 million as compared to H9,313 million of the preceding year.

2. Transfer to Reserves

The Company does not propose to transfer any amount to reserves.

3. Dividend

The Board of Directors at their meeting held on 12 May 2023, have recommended a Dividend @ H20/- (200%)

per equity share of the face value of H10/- each for the financial year 31 March 2023 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 H2,995.30 million. The members whose names appear as Beneficial Owners as at the end of the business hours on Wednesday, 21 June 2023 (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.

The Dividend recommendation is in accordance with the Dividend Distribution Policy (âPolicy") of the Company. The policy is available on Company''s website and accessible through weblink.

4. Change in Share Capital
Particulars	No. of Equity Shares	Face Value (j)	Paid-up Share Capital (J)
Paid up Capital of the Company as on 01 April 2022	149,443,040	10/-	1,494,430,400
Equity Shares allotted under ESOP during the year under review	322,238	10/-	3,222,380
Paid up Capital of the Company as on 31 March 2023	149,765,278	10/-	1,497,575,150

During the financial year 2022-23, there was no change in the authorised share capital of 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.

5.2. Financial Performance of Subsidiaries

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 Companies Act, 2013, having its registered office in New Delhi, India. TRPL is engaged, inter-alia, in the business of manufacturing, exporting, importing, dealing and distributing the 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.

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

('' in million)
Sr. No.	Particulars	31 March 2023	31 March 2022
a.	Income from operations	1,387.10	1,015.49
	Profit before tax	108.35	87.32
c.	Profit after tax	83.73	62.27

(ii) 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 Maharashtra, India. Dowells is engaged, inter-alia, in the business of manufacturing, trading and exporting of cable terminals, connectors, cable glands, crimping system and accessories since 1961. The Company holds 60% equity shares in Dowells.

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

('' in million)
Sr. No.	Particulars	31 March 2023	31 March 2022
a.	Income from operations	1190.30	896.41
~bT~	Profit before tax	285.76	174.97
c.	Profit after tax	213.29	130.81

On 18 June 2021, the Company acquired 100% shareholding of Silvan at a consideration of H102 million with an objective to augment the Company''s Internet of Things (IoT) based home automation and office automation solutions for expanding the potential addressable market in FMEG space in line with strategy to address evolving consumer needs through innovative solutions. The Company holds 100% equity shares in Silvan.

Silvan is a technology company focused on providing cutting edge automation offerings for homes, offices, banks, retail outlets, hotel and other spaces. Its portfolio includes IoT based automation products and solutions such as lighting management system, room automation, temperature control devices, contactless controls, curtain control, security devices amongst others. The Company was founded in 2008 in Karnataka, India and has business presence across many states in India.

During the year under review, the financial performance of Silvan is as follows:

('' in million)
Sr. No.	Particulars	31 March 2023	31 March 2022
a.	Income from operations	32.62	22.23
b.	Profit/(Loss) before tax	(26.76)	(80.81)
c.	Profit/(Loss) after tax	(26.76)	(80.81)

Amalgamation of Silvan Innovation Labs Private Limited (''Silvan'')

The Scheme of Amalgamation between Polycab India Limited (âPolycab'') and Silvan Innovation Labs Private Limited and their respective shareholders and creditors (âScheme'') under Sections 230 to 232 of the Companies Act, 2013 was approved by the Board of Directors of Polycab and Silvan respectively and necessary application/petitions for amalgamation were filed with jurisdictional National Company Law Tribunals (NCLTs).

The Company had filed a First Motion Petition with the National Company Law Tribunal, Ahmedabad (âTribunal'') along with relevant annexures through the online mode on 21 October 2022.

The hearing of the petition was held on 09 January 2023, the Tribunal on 08 February 2023 had dispensed all the meetings of Silvan (Transferor Company) and as directed by Tribunal, Polycab India Limited (âTransferee Company'') had convened the meeting of Shareholders and Creditors on 17 March 2023.

The resolutions approving Scheme of Amalgamation of Silvan Innovation Labs Private Limited with Polycab India Limited and their respective shareholders and creditors

under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 had been passed with requisite majority.

The Company had also filed a Second Motion Petition with the Tribunal along with relevant annexures through the online and physical mode on 28 March 2023 which was admitted with the Tribunal on 25 April 2023 and the petition is fixed for hearing on 19 June 2023.

The Company expects the completion of Amalgamation in FY 2023-24.

(iv) Polycab Australia Pty. Limited (''PAPL'')

Polycab Australia Pty. Ltd. was incorporated as a wholly-owned Subsidiary on 1 July 2020 having its registered office in Australia. PAPL is involved in a 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 is as follows

('' in million)
Sr. No.	Particulars	31 March 2023	31 March 2022
a.	Income from operations	618.93	749.39
"b	Profit before tax	16.30	28.27
c.	Profit after tax	11.35	19.47

(v) Polycab Support Force Private Limited (''PSFPL'')

Polycab Support Force Private Limited was incorporated as a wholly-owned subsidiary on 13 March 2021 having its registered office in Gujarat, India. PSFPL is engaged in the business of staffing solution. 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 is as follows:

('' in million)
Sr.	Particulars	31 March	31 March
No.	Particulars	2023	2022
a.	Income from operations	24.44	-
	Profit/(Loss) before tax	0.37	(1.70)
c.	Profit/(Loss) after tax	0.70	(1.70)

(vi) Uniglobus Electricals and Electronics Private Limited (''Uniglobus'')

Uniglobus was incorporated as a wholly-owned Subsidiary on 24 March 2021 having its registered office in Gujarat, India. Uniglobus is engaged in the business of trading and manufacturing of, among others, cables, wires, fast moving electricals and electronics goods. The Company holds 100% equity shares in Uniglobus.

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

('' in million)
Sr. No.	Particulars	31 March 2023	31 March 2022
a.	Income from operations	695.36	0.25
~bT~	Profit/(Loss) before tax	(44.67)	(28.38)
c.	Profit/(Loss) after tax	(37.49)	(23.49)

(vii) Polycab USA LLC (''PULLC'')

PULLC was incorporated on 27 January 2020, as a Limited Liability Company having its registered office in USA. PULLC was incorporated with an 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 is as follows:

('' in million)
Sr. No.	Particulars	31 March 2023	31 March 2022
a.	Income from operations	-	-
"bT"	Profit/(Loss) before tax	(0.16)	-
c.	Profit/(Loss) after tax	(0.16)	-

(viii)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.

Steel Matrix was incorporated as a Private Limited Company on 11 November 2021 under the Companies Act, 2013, having its registered office in Gujarat, India. Steel Matrix was incorporated with an objective of securing dependable supply of quality packing materials, improving control over the supply chain and increase the overall operating efficiencies. Steel Matrix will also help to strengthen the backward integration of the Company''s manufacturing process. Steel Matrix is yet to commence its business operations. The Company holds 75% equity shares in Steel Matrix.

5.3 Financial Performance of Joint Venture

Techno Electromech Private Limited (''TEPL'')

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

During the year under review, the financial performance of TEPL is as follows:

('' in million)
Sr. No.	Particulars	31 March 2023	31 March 2022
a.	Income from operations	1,949.00	2,178.56
"b.	Profit/(Loss) before tax	(255.53)	(71.03)
c.	Profit/(Loss) after tax	(274.60)	(51.73)

5.4 Associate

The Company does not have any Associate Company.

6. Directors and Key Managerial Personnel (''KMPs''):6.1 Appointment of Executive Director

Appointment of Mr. Gandharv Tongia as Executive Director

On the recommendation of Nomination & Remuneration Committee, the Board at its meeting held on 19 January 2023 appointed Mr. Gandharv Tongia (DIN:09038711) as a Whole-Time Director for a period of 5 years commencing from 19 January 2023 to 18 January 2028 (both days inclusive) and further designated him as Executive Director & CFO of the Company, which was duly approved by the members of the Company through Postal Ballot on 01 March 2023.

a) Appointment of Mrs. Manju Agarwal as Independent Director

On the recommendation of Nomination & Remuneration Committee, the Board at its meeting held on 19 January 2023 appointed Mrs. Manju Agarwal (DIN:06921105) as Non-executive, Independent Director for a period of 3 years commencing from 19 January 2023 to 18 January 2026 (both days inclusive) which was duly approved by the members of the Company through Postal Ballot on 01 March 2023.

b) Appointment of Mr. Bhaskar Sharma as Independent Director

On the recommendation of the Nomination and Remuneration Committee, the Board had appointed Mr. Bhaskar Sharma (DIN:02871367) as an Additional Director and designated him as an Independent Director for a first term of 3 consecutive years commencing from 12 May 2023 to 11 May 2026 (both days inclusive), subject to approval of the members at the ensuing AGM.

The Company had also received a declaration from Mr. Bhaskar Sharma confirming that he fulfils the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the schedules and rules issued thereunder as well as Regulation 16 of the Listing Regulations.

In the opinion of the Board, Mr. Bhaskar Sharma is a person of integrity and has adequate experience and expertise to serve as an Independent Director. Further, Mr. Bhaskar Sharma is independent to the Management of the Company. The Board of Directors recommend his appointment as an Independent Director. Appropriate resolution seeking his appointment has been included in the 27^th AGM Notice of the Company.

c) Re-appointment of Independent Directors for a second term

I. Mr. T. P. Ostwal

The Nomination and Remuneration Committee (âNRC'') inter-alia, on the basis of performance evaluation of Mr. T. P. Ostwal (DIN:00821268) and taking into account the knowledge, experience and the substantial contribution made by him during his tenure had recommended to the Board that the continued association of Mr. T. P. Ostwal as an Independent Director would be beneficial to the Company.

Based on NRC recommendation and consent letter received from Mr. T. P. Ostwal, the Board recommends his re-appointment as an Independent Director for a further period of 5 consecutive years commencing from 20 September 2023 to 19 September 2028 (both days inclusive).

The Company had also received a declaration from Mr. T. P. Ostwal confirming that he fulfils the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the schedules and rules issued thereunder as well as Regulation 16 of Listing Regulations.

Further, Mr. T. P. Ostwal is independent to the management of the Company. The Board of Directors recommend his re-appointment as an Independent Director. Appropriate resolution along with explanatory statement seeking his re-appointment has been included in the 27^th AGM Notice of the Company.

II. Mr. R. S. Sharma

The Nomination and Remuneration Committee (âN RC'') inter-alia, on the basis of performance evaluation of Mr. R. S. Sharma (DIN:00013208) and taking into account the knowledge, experience and the substantial contribution made by him during his tenure had recommended to the Board that the continued association of Mr. R. S. Sharma as an Independent Director would be beneficial to the Company.

Based on NRC recommendation and consent letter received from Mr. R. S. Sharma wherein he expressed his willingness to be re-appointed as an Independent Director for a further period of 2 years, the Board recommends his re-appointment for a further period of 2 years commencing from 20 September 2023 to 19 September 2025 (both days inclusive).

The Company had also received a declaration from Mr. R. S. Sharma confirming that he fulfils the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the schedules and rules issued thereunder as well as Regulation 16 of Listing Regulations.

Further, Mr. R. S. Sharma is independent to the management of the Company. The Board of Directors recommend his re-appointment as an Independent Director. Appropriate resolution along with explanatory statement seeking his re-appointment has been included in the 27^th AGM Notice of the Company.

6.3 Key Managerial Personnel (KMP)

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:

a) Mr. Inder T. Jaisinghani -Chairman & Managing Director;

b) Mr. Gandharv Tongia - Executive Director & CFO; and

c) Ms. Manita Carmen A. Gonsalves - Company Secretary & Head Legal.

There has been no change in the KMPs during the year under review.

6.4 Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 (âAct''), Mr. Bharat A. Jaisinghani (DIN:00742995), Executive Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Appropriate resolution along with explanatory statement seeking his re-appointment has been included in the 27^th AGM Notice of the Company.

6.5 Meetings of the Board of Directors

The Meetings of the Board and its Committees are held at regular intervals to review, discuss deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. The schedule of the Board / Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for ensuring attendance and effective participation in the meetings. During the year, 4 Board Meetings were convened and held, 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 Committees held during the financial year 2022-23.

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.

6.6 Declaration by Independent Directors

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. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the 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 (âIICA").

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 familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiaries business strategy, factory visit, CSR site visit, Amendments in law and Company''s codes & policies.

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 Company''s website and accessible through weblink.

6.8 Separate Meeting of Independent Directors

In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on 19 January 2023 inter alia to review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

Further, as a part of good governance, a separate discussion of the Independent Directors was held on 12 May 2023 with Statutory and Internal Auditors of the Company on scope, performance and effectiveness of audit process without the presence of Executive Directors and Management representatives of the Company.

6.9 Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations the Board at its meeting held on 12 May 2023 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 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

The Audit committee of the Board of Directors of the Company comprises of 5 (Five) members namely:

Sr. No.	Name of the Director	Category	Designation
i.	Mr. T. P. Ostwal	Independent Director	Chairman & Member
ii.	Mr. R. S. Sharma	Independent Director	Member
iii.	Mr. Pradeep Poddar	Independent Director	Member
iv.	Mr. Inder T. Jaisinghani	Managing Director (NonIndependent)	Member
v.	Mrs. Sutapa Banerjee¹	Independent Director	Member

¹ W.e.f. 12 May 2023

The Committee comprises of majority of Independent Directors.

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

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 2022-23 issued by B S R & Co. LLP Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark. Further, the Company has obtained a certificate on Corporate Governance from B S R & Co. LLP, Chartered Accountants, certifying the compliances with the conditions 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 No: 000010), as the Cost Auditors of the Company for the financial year 2023-24 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.

Further, during the year under review, V. J. Talati & Co. (Firm Registration No.: R/00213), Cost Accountants, were appointed as the Cost Auditors for conducting the Audit of the Cost Records maintained by the Company as prescribed under the Companies (Cost Record and Audit) Rules, 2014, as amended for the financial year 2022-23.

7.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dilip Bharadiya & Associates were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the year ended 31 March 2023.

The Secretarial Audit Report (MR-3) for the Financial Year ended 31 March 2023, is set out in Annexure [B] to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

6.11 Directors'' Responsibility Statement (''DRS'')

Thereafter the DRS was placed before the Board of Directors. Accordingly, the Board of Directors hereby state that:

a) i n the preparation of the annual accounts for the financial year ended 31 March 2023, 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 2023 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 Report7.1 Statutory Auditors

Further, pursuant to the provisions of Section 204 of the Act, the Board of Directors on the recommendation of the Audit Committee had appointed BNP & Associates (Firm Registration No.: P2014MH037400), Company Secretaries, as Secretarial Auditors of the Company for issuing the Secretarial Audit Report for the financial year 2023-24.

8. Corporate Social Responsibility and Environment, Social and Governance Committee (CSR&ESGC)

The Company believes that CSR activities are not mere charity or donations, they reflect the manner in which the business is conducted by directly focusing on the needs of the Society at large. The Company as a socially responsible entity not limiting the usage of resources to engage in activities that increase only their profits, but rather it evolves appropriate business processes and strategies to reflect its Commitment to the Societal Enhancement. As expectations and requirements surrounding ESG continue to evolve, role of the CSR & ESG Committee (âCommittee") is to advise on the adequacy of the Company''s ESG Framework, ESG Management Systems, and Governance of ESG matters, along with the Company''s performance thereunder.

The CSR Obligation for the financial year 2022-23 was H213.33 million and the Company had spent H224.79 million for carrying out the CSR projects. Further, during the year under review, the Company had spent H38.38 million on On-going CSR projects for FY 2020-21.

The Annual Report on CSR is set out in Annexure [C] to this report. The CSR Policy is available on Company''s website and accessible through weblink.

9. 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'' internal control encompasses various managements systems, structures of organization, 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 controls 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 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 Company''s website and accessible through weblink.

10. 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. 35 (D) & (E) of the Standalone Financial Statements.

11. Particulars of Contracts or Arrangements with Related Parties

Your Company has formulated a policy on Related party transactions which is available on Company''s website 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.

12. Annual Return

The Annual Return of the Company as on 31 March 2023, 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.

21. 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 (IEPF) are as follows:

Type and year of dividend declared / paid	Date of declaration of dividend	% of dividend declared to face value	Unclaimed dividend amount as on 31 March 2023 (Amount in J)	Due for transfer to IEPF
Final Dividend 2018-19	26 June 2019	30%	143,691	01 August 2026
Interim Dividend 2019-20	03 March 2020	70%	698,285	09 April 2027
Dividend 2020-21	21 July 2021	100%	314,914	26 August 2028
Dividend 2021-22	29 June 2022	140%	404,424	04 August 2029

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.

14. Companyâs 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 comprising of sitting fees and 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 Company''s website and accessible through weblink.

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 financial year 2022-23, 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 (âthe SBEB Regulations'').

Further, the Company has obtained a certificate from Dilip Bharadiya & Associates, Secretarial Auditors under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 {âSBEB Regulations''} stating that the scheme(s) has been implemented in accordance with the SBEB Regulations. The disclosure under Regulation 14 of the SBEB Regulations is available on Company''s website and accessible through weblink.

16. Credit Ratings

During the year under review, the credit ratings of the Company for bank facilities are as follows:

	CRISIL	India Rating
a. Total Bank Facilities Rated	H3,500 crore	H3,500 crore
b. Long Term Ratings	CRISIL AA / Stable (Reaffirmed)	IND AA Stable
c. Short term Ratings	CRISIL A1 (Reaffirmed)	IND A1 (Affirmed)
d. Date of rating	03 August 2022	06 September 2022

17. 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 [G] to this report.

18. Research and Development

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

19. 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: [email protected].

The Whistle-Blower Policy is available on the Company''s website and accessible through weblink

20. 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

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 âIEPF Rules") for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to the Twenty Sixth Annual General Meeting held on 29 June 2022) have been uploaded on Company''s 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 [email protected].

22. Corporate Governance and Business Responsibility and Sustainability Report

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

at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). This policy applies to all employees full-time, parttime, trainees and those on contractual employment of the Company at their workplace and to the employees of its business associates (âassociated parties") who visit workplace for official duties.

During the year, one complaint of sexual harassment was lodged with the Company and it was enquired by the Internal Committee and disposed as per the provisions of POSH Act. 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.

forms part of this Annual Report. Further, Independent assessment was carried out by KPMG Assurance and Consulting Services LLP.

23. Environmental, Social and Governance (ESG)

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.

24. Management Discussion and Analysis Report

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.

25. 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.

26. 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.

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

The Directors state that applicable Secretarial Standard were followed during the financial year 2022-23.

28. 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.

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

30. Acknowledgments

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

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

Inder T. Jaisinghani

Place: Mumbai Chairman & Managing Director

Date: 12 May 2023 DIN:00309108

Mar 31, 2022

Your Directors take pleasure in submitting the 26^th Annual Report of the business and operations of your Company (''the Company'' or ''PI L'') and the Audited Financial Statements for the financial year ended March 31, 2022.

1. Financial & Operations Highlights of the Company

('' in million)
^S,^r'' Particulars No.	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
1 Revenue from Operation	1,20,979.09	87,363.62	1,22,037.61	87,922.34
Other Income	905.03	1,197.21	899.23	1,192.83
Total income	1,21,884.12	88,560.83	1,22,936.84	89,115.17
2 Earnings before Interest & Depreciation	14,548.13	12,105.91	14,478.92	12,838.19
Finance Cost	334.20	411.23	351.90	426.87
Depreciation	1,965.58	1,740.09	2,015.19	1,761.66
3 Profit before Tax	12,248.35	9,954.59	12,111.83	10,649.66
Income tax expenses	2,935.63	1,641.29	2,938.99	1,790.53
4 Profit after Tax	9,312.72	8,313.30	9,172.84	8,859.13
5 Earnings Per Share (In '')
Basic	62.39	55.79	60.87	59.20
Diluted	62.12	55.57	60.60	58.96

The standalone as well as the consolidated financial statement have been prepared in accordance with the Indian Accounting Standards (Ind AS).

During the year PIL posted a consolidated turnover of '' 1,22,038 million rising by '' 34,116 million YoY from '' 87,922 million in the previous year. The consolidated EBITDA (excluding other income) and profit after tax stood at '' 12,626 million and '' 9,173 million as against '' 11,117 million and '' 8,859 million in the previous year. FY22 was a year full of challenges, but the Company achieved several significant milestones. Overall top-line surpassed '' 120 billion clocking 17% CAGR in last 5 years. Exports became a sustainable '' 9 billion business making Polycab, the largest exporter of cables and wires in India. FMEG is now a '' 12 billion franchise. The business also churned out record cash with negligible debt levels.

Although the year started with the second wave marked by sharp rise in Covid-19 cases, however the impact on day-today life as well business was relatively lesser than the first wave on account of well calibrated lockdown and successful vaccination drive. The economy saw a steady uptick from Q2 FY22 onwards. Macro indicators such as GST collections, E-way bills, Index for Industrial Production (IIP), Core industries index amongst others continued to scale new highs. Real GDP growth in Q3 FY22 stood at 5.4% YoY on a positive base. Such favorable macro-economic factors coupled with an accommodative stance adopted by the Reserve Bank of India (RBI) resulted in highest amount of fresh investment announcements seen in last 15 years. Furthermore, policy reforms like National Infrastructure Pipeline, Gati Shakti - National Master Plan, Production-Linked Incentive (PLI) scheme, amongst others, is likely to provide a strong impetus to public capital investments as well as domestic manufacturing. Moreover, we believe India''s immense consumption potential underlined by favourable demographics, rising incomes, urbanisation and technological advancements forms the bedrock of long-term structural growth

Wires and Cables revenue grew strongly by 41% YoY to '' 1,06,953 million, accounting for 87% of total sales in FY22. A combination of internal and external factors including strong focus on execution, proactive investment in key areas like distribution expansion, pricing actions, digitalization coupled with governments strong focus on driving economic growth and structural reforms have resulted in a healthy double-digit volume as well as market share gains for Polycab in the wires and cables segment. Unprecedented volatility in key input costs and disruptions led by two waves of COVID pandemic posed as key headwinds during the year. FMEG business revenue stood at '' 12,544 million, as against '' 10,341 million in FY21, posting a 21% YoY growth in sales led by strategic interventions, distribution expansion as well as improving demand environment. Over the past five years this business has clocked 30% CAGR and healthy market share gains across most categories, all the while enduring stiff competition and pandemic led disruptions. The business contributed 10% to consolidated top-line. The Company is committed to achieving 2x of industry growth and 12% annualized EBITDA margin in this business by FY26.

The Company has seen significant inflation in almost all of the raw materials used to manufacture wires, cables and FMEG. Prices of key inputs swelled by 20% to 70%, on an average, during the year. This was largely led by supply chain disruptions, recovering demand following the pandemic, various government policies and rise of clean energy ecosystem. Copper prices were elevated on account of lower

5. Subsidiaries, Joint Ventures & Associates:

Subsidiaries

5.1. Details of Subsidiaries

As on March 31, 2022, your Company had 9 (Nine) Subsidiaries as detailed below:

Sr. No.	Name of the Subsidiary	Date of creation of Interest	Nature of interest / percentage of shareholding	Location
(i)	Tirupati Reels Private Limited (''TRPL'')	January 21, 2015	Subsidiary (55%)	India
(ii)	Dowells Cable Accessories Private Limited (''Dowells'')	December 01, 2015	Subsidiary (60%)	India
(iii)	Silvan Innovations Labs Private Limited (''Silvan'')	June 18, 2021	WOS¹	India
(iv)	Polycab Australia Pty Limited (''PAPL'')	July 01, 2020	WOS¹	Australia
(v)	Polycab Support Force Private Limited (''PSFPL'')	March 13, 2021	WOS¹	India
(vi)	Uniglobus Electricals and Electronics Private Limited (''Uniglobus'')	March 24, 2021	WOS¹	India
(vii)	Polycab USA LLC (''PULLC'')*	January 27, 2020	WOS¹	USA
(viii)	Polycab Electricals and Electronics Private Limited (''PEEPL'')*	March 19, 2020	WOS¹	India
(ix)	Steel Matrix Private Limited (''Steel Matrix'')*	November 11, 2021	Subsidiary (75%)	India

Note: * Yet to commence business operations WOS¹ - Wholly-owned Subsidiary

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

production and supply from key copper mining countries, more particularly in South America. This coupled with global push towards green energy for production of electric vehicles along with renewable infrastructure and investments in the grid boosted copper demand and led to critically low levels of refined copper inventories globally. Copper prices increased from ~$9,000/mt in March 2021 to ~$10,200/mt in March 2022 with high interim volatility. Aluminium prices increased to a thirteen-year high crossing $3,200/ MT in January 2022 and moving closer to $4,000/MT in short span of time. This was largely led by demand supply mismatch on account of improved demand across sectors and geographies, supply chain hiccups led by geopolitical tensions and policy actions in China. PVC compounds, used as an insulating material, for wires and cables also remained elevated due to rising crude oil prices. While the commodity prices are likely to remain elevated in the near term, the Company is proactively passing on the inflation to customers through calibrated price hikes.

The world is changing faster than ever, and we must be at the cutting edge of business to thrive. The business environment has evolved in the last few years, and we have been working at aligning our business by integrating new technology, new talent, strong channel network and providing innovative products and solutions to customers. Project Leap is our multiyear program that includes a range of strategic teams and initiatives focused on growth, profitability and longterm capability building for the organization across B2B and B2C businesses with a goal of achieving greater than ''200 billion sales by FY 2026. During the year the Company made significant progress primarily in focusing on four key areas i.e. Setup of right organization enablers, Customer centricity, Go - To - Market and Product portfolio optimization (Refer to Project Leap section for more details).

Polycab family has grown during the year. Authorized dealers and distributors increased from 4,100 to 4,600 while retail outlets increased from 1,65,000 to 2,05,000 registering nearly 25% YoY growth. The company remains very optimistic of medium to long term potential of wires and cables industry given its diverse utility and a conducive economic environment. Structural reforms implemented in the past like Goods and Service Tax (GST), Insolvency and Bankruptcy Code (IBC), Labour laws, Corporate Tax rate, Real Estate Regulatory Authority (RERA) amongst other created a robust platform which builds an attractive investment case for India. Manufacturing sector which is one of our key demand centres, serviced through authorised dealers and distributors, is witnessing healthy traction on the back of rising capacity utilisation, Production Linked Incentive (PLI) Scheme as well "Make in India". With a right product portfolio, strong inherent capabilities and robust reach, Polycab is very well positioned to leverage all of these favorable tailwinds and reinforce its market position further. FMEG industry is likely to grow in high single digits over the medium term led by rising disposable incomes, evolving consumer preferences, technology

progression and premiumisation. Within the broader market, large, organised players are likely to grow at a much faster pace with increased consumer awareness, product availability, government regulations and volatile business environment. With project Leap in action, our growth strategy is built up four key pillars 1) Right Product portfolio 2) Right Go-to-market 3) Right brand architecture 4) Right Influencer program. The Company remains committed to growth strategy under Project Leap which will enable it to grow disproportionately as against the industry.

On standalone basis, we have recorded a growth in turnover of 38% YoY from '' 1,20,979 million to '' 87,364 million in FY 22. The EBITDA is '' 12,400 million as against '' 10,909 million for the previous year. Standalone Profit after tax is '' 9,313 million as compared to '' 8,313 million of the preceding year.

2. Transfer to Reserve

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

3. Dividend

The Board of Directors at their meeting held on May 10, 2022, have recommended a Dividend @ '' 14/- (140%) per equity share of the face value of ''10/- each for the financial year March 31, 2022 subject to approval of the Member of the Company at the ensuing Annual General Meeting. The total cash out flow on account of payment of Dividend would be approximately '' 2,092.20 million. The Members whose names appear as Beneficial Owners as at the end of the business hours on Wednesday, June 22, 2022 (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.

The Dividend recommendation is in accordance with the Dividend Distribution Policy ("Policy") of the Company. The Policy is available on Company''s website and is accessible through weblink.

4. Change in Share Capital

Particulars	No. of Equity shares	Face Value (?)	Paid-up share capital ('')
Paid up Capital of the Company as on April 01, 2021	14,91,18,814	10/-	1,49,11,88,140
Equity Shares allotted under ESOP during the year under review	3,24,226	10/-	32,42,260
Paid up Capital of the Company as on March 31, 2022	14,94,43,040	10/-	1,49,44,30,400

During the financial year 2021-22, there was no change in the authorised share capital of the Company.

5.2. Financial Performance of Subsidiaries

Pursuant to Section 129(3) of 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 website of the Company and can be accessed at www.polycab.com.

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 January 21, 2015 under the Companies Act, 2013, having its registered office in New Delhi, India. TRPL is engaged, inter-alia, in the business of manufacturing, exporting, importing, dealing and distributing the 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.

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

(? in million)
Sr. No.	Particulars	March 31, 2022	March 31, 2021
a.	Income from operations	1,015.49	678.54
b.	Profit/(Loss) before tax	87.35	59.86
c.	Profit/(Loss) after tax	62.30	20.19

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

Dowells was incorporated as a Private Limited Company on December 01, 2015 under the Companies Act, 2013, having its registered office in Maharashtra, India. Dowells is engaged, inter-alia, in the business of manufacturing, designing, importing, exporting, of soldering or other types of cable sockets for electrical wires, connectors and accessories. During the year under review, the Company with a view strengthen its control, had acquired additional 8,10,000 equity shares (constituting 9% of the total shareholding) from the promoters of Dowells on 30^th December, 2021, as a result of which, the aggregate shareholding of the Company had increased from 51% to 60%.

Dowells is 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.

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

('' in million)
Sr. No.	Particulars	March 31, 2022	March 31, 2021
a.	Income from operations	896.41	424.54
b.	Profit/(Loss) before tax	174.98	80.17
c.	Profit/(Loss) after tax	130.82	59.40

(iii) Silvan Innovations Labs Private Limited (''Silvan'')

On June18, 2021, the Company acquired 100% shareholding of Silvan at a consideration of '' 102 Million with an objective to augment the Company''s Internet of Things (IoT) based home automation and office automation

solutions for expanding the potential addressable market in FMEG space in line with strategy to address evolving consumer needs through innovative solutions.

During the year under review, the financial performance of Silvan is as follows:

('' in million)
Sr. No.	Particulars	March 31, 2022	March 31, 2021
a.	Income from operations	22.23	14.86
b.	Profit/(Loss) before tax	(80.81)	(63.07)
c.	Profit/(Loss) after tax	(80.81)	(63.07)

(iv) Polycab Australia Pty Limited (''PAPL'')

PAPL was incorporated as a wholly-owned Subsidiary on July 1, 2020 having its registered office in Australia. PAPL is involved in a 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 is as follows.

('' in million)
Sr. No.	Particulars	March 31, 2022	March 31, 2021
a.	Income from operations	749.39	558.31
b.	Profit/(Loss) before tax	28.27	22.29
c.	Profit/(Loss) after tax	19.47	15.65

(v) Polycab Support Force Private Limited (''PSFPL'')

Polycab Support Force Private Limited was incorporated as a wholly-owned Subsidiary on March 13, 2021 having its registered office in Gujarat, India. PSFPL is engaged in the business of staffing solution. 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 is as follows:

('' in million)
Sr. No.	Particulars	March 31, 2022	March 31, 2021
a.	Income from operations	-	-
b.	Profit/(Loss) before tax	(1.70)	-
c.	Profit/(Loss) after tax	(1.70)	-

(vi) Uniglobus Electricals and Electronics Private Limited (''Uniglobus'')

Uniglobus was incorporated as a wholly-owned Subsidiary on March 24, 2021 having its registered office in Gujarat, India. Uniglobus is engaged in the business of trading and manufacturing of, among others, cables, wires, fast moving electricals and electronics goods. The Company holds 100% equity shares in Uniglobus.

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

('' in million)
Sr. No.	Particulars	March 31, 2022	March 31, 2021
a.	Income from operations	0.25	-
b.	Profit/(Loss) before tax	(28.38)	-
c.	Profit/(Loss) after tax	(23.51)	-

(vii) Polycab USA LLC (''PULLC'')

PULLC was incorporated on January 27, 2020, as a Limited Liability Company having its registered office in USA. PULLC was incorporated with an objective of manufacturing and trading of wires & cables and electricals consumer products. PULLC is yet to commence its business operation. The Company holds 100% equity shares in PULLC.

(viii) Polycab Electricals and Electronics Private Limited (''PEEPL'')

PEEPL was incorporated as a Private Limited Company on March 19, 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.

(ix) Steel Matrix Private Limited (''Steel Matrix'')

Steel Matrix was incorporated as a Private Limited Company on November 11, 2021 under the Companies Act, 2013, having its registered office in Gujarat, India. Steel Matrix was incorporated with an objective of securing dependable supply of quality packing materials, improving control over the supply chain and increase the overall operating efficiencies. Steel Matrix will also help to strengthen the backward integration of the Company''s manufacturing process. Steel Matrix is yet to commence its business operations. The Company holds 75% equity shares in Steel Matrix.

5.3 Change in subsidiaries:

Disinvestment of Ryker Base Private Limited (Wholly owned Subsidiary):

During the year under review, the Company had executed Share Purchase Agreement (''SPA'') with Renuka Investments & Finance Limited, (a wholly owned subsidiary of Hindalco Industries Limited) for divesting the entire equity shareholding of5,20,20,000 equity shares of '' 10 each of Ryker Base Private Limited at a consideration of ''1778.92 million. Consequent to the said disinvestment, Ryker Base Private Limited ceased to be a wholly owned subsidiary of the Company on November 18, 2021.

5.4 Joint Venture: Techno Electromech Private Limited (Techno)

I n 2017, the Company entered into a 50:50 strategic joint venture with Techno and invested '' 118.2 million (Net). Techno, a manufacturer based in Vadodara, Gujarat, to manufacture LED lighting and luminaires. Techno is engaged, inter alia, in the business of manufacturing of light emitting diodes, OEM & LED Luminaries such as LED batten, bulb down lighters, flood lights. The Company holds 50% equity shares in Techno.

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

('' in million)
Sr. No.	Particulars	March 31, 2022	March 31, 2021
a.	Income from operations	2,178.57	1,940.53
b.	Profit/(Loss) before tax	(71.03)	11.14
c.	Profit/(Loss) after tax	(51.73)	11.35

5.5 Associate

The Company does not have any Associate Company.

6. Directors and Key Managerial Personnel (''KMPs''):

6.1 Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 (''Act''), Mr. Rakesh Talati, Executive Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Item seeking approval of Members for the same is included in the Notice convening the 26^th Annual General Meeting. The necessary resolution recommending his re-appointment forms part of the AGM Notice.

6.2 Appointments / Cessation of Directors / KMP during Financial Year 2021-22

Mr. Ajay T. Jaisinghani, Mr. Ramesh T. Jaisinghani, Mr. Shyam Lal Bajaj and Ms. Hiroo Mirchandani ceased to be Directors with effect from closing business hour of May 12, 2021.

Mr. Bharat A. Jaisinghani, Mr. Nikhil R. Jaisinghani and Mr. Rakesh Talati were appointed as Executive Directors and Mrs. Sutapa Banerjee was appointed as Independent Directors for a period of 5 years with effect from May 13, 2021, which was duly approved by the Members at the 25^th Annual General Meeting of the Company held on July 21, 2021.

6.3 Meetings of the Board of Directors

The Meetings of the Board and its Committees are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. The schedule of the Board / Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for ensuring attendance and effective participation in the meetings. During the year, 7 (Seven) Board Meetings were held, 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 Committees held during the financial year 2021-22.

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.

6.4 Declaration by Independent Directors

6.5 Familiarization Programme

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors'' Familiarization Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, nature of the industry in which the Company operates and business model.

The details of the familiarization 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.

Governance from B S R & Co. LLP, Chartered Accountants, certifying the compliances with the conditions of Corporate Governance as stipulated under Listing Regulations.

7.2 Cost Auditors

The Company is maintaining the cost records as specified by the Central Government under sub-section (1) of section 148 of the Act and have appointed V. J. Talati & Co., Cost Accountants, as Cost Auditors, to issue Cost Audit Report for the Financial year 2022-23 at a professional fee of '' 5,50,000/- (Rupees Five Lakhs Fifty Thousand only) plus applicable taxes and out of pocket expenses at actual.

The remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

7.3 Secretarial Auditors

The Secretarial Audit Report (MR-3) for the Financial Year ended March 31, 2022, is set out in Annexure [B] to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

7.4 Corporate Social Responsibility (CSR)

Your Company believes that CSR activities are not mere charity or donations, they reflect the manner in which the business is conducted by directly focusing on the needs of the Society at large. Your Company as a Socially responsible entity not limiting the usage of resources to engage in activities that increase only their profits, but rather it evolves appropriate business processes and strategies to reflect its Commitment to the Societal Enhancement. As per the requirements of 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 2021-22 was '' 185.48 million and the Company had spent '' 191.89 million for carrying out the CSR projects. Further, during the year under review, the Company had spent '' 54.06 million out of '' 90.27 million on On-going CSR projects for FY 2020-21.

The On-going CSR projects for FY 2020 -21 and CSR Projects / activities undertaken for FY 2021-22 along with the composition of CSR Committee is set out in Annexure [C] -Annual Report on CSR to this Report. The CSR Policy is available on the Company''s website and are accessible through weblink.

6.6 Separate Meeting of Independent Directors

I n terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on January 15, 2022, inter alia to review the performance of NonIndependent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

6.7 Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Board at its meeting held on May 10, 2022, 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 details of performance evaluation have been mentioned in the Corporate Governance Report.

6.8 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 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 of March 31, 2022, the Audit committee of the Board of Directors of the Company comprises of 4 (Four) Members namely:

Sr. No.	Name of the Director	Category	Designation
i.	Mr. T. P. Ostwal	Independent Director	Chairman & Member
ii.	Mr. R. S. Sharma	Independent Director	Member
iii.	Mr. Pradeep Poddar	Independent Director	Member
iv.	Mr. Inder T. Jaisinghani	Managing Director (Non- Independent)	Member

The Committee comprises of majority of Independent Directors.

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

6.9 Directors'' Responsibility Statement (''DRS'')

I n 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 Certificate and 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 March 31, 2022, 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 March 31, 2022 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

B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022), were appointed as the Statutory Auditors of the Company at the 23^rd Annual General Meeting of the Company held on June 26, 2019, for a term of 5 consecutive years commencing from the conclusion of 23^rdAnnual General Meeting till the conclusion of 28^th Annual General Meeting to be held for financial year 2023-2024. 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 2021-22 issued by B S R & Co. LLP Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark. Further, the Company has obtained a certificate on Corporate

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, 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. 36 (D) & (E) of the Standalone Financial Statements.

10. Particulars of Contracts or Arrangements with Related Parties

Your Company has formulated a Policy on Related party transactions which is also available on the website of the Company and accessible through weblink. This policy deals with the review and approval ofrelated 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 Commensurate with the turnover of the Company.

Further, all transactions with related parties during the year were on arm''s length basis and in the ordinary course of business. The disclosure of Related Party Transactions have been reported in Form no. AOC-2 is set out in Annexure [D] to this report.

20. 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:

Type and year of Dividend declared / Paid	Date of Declaration of Dividend	% of Dividend Declared to face value	Unclaimed Dividend Amount as on March 31, 2022 (Amount in '')	Due for transfer to IEPF
Final Dividend 2018-19	June 26, 2019	30%	1,49,577	August 01, 2026
Interim Dividend 2019-20	March 03, 2020	70%	7,11,284	April 09, 2027
Dividend 2020-21	July 21, 2021	100%	20,05,585	August 26, 2028

11. Annual Return

The Annual Return of the Company as on March 31, 2022, 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 is 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] Statement of Disclosure of Remuneration to this Report.

I n 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 is 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 NonExecutive Directors comprising of sitting fees and 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 are accessible through weblink.

14. 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 financial year 2021-22, there had been no change in the Employee Stock Option Schemes of the Company except as approved by the Members at the Annual General Meeting held on July 21, 2021 for alteration of clause 7.3 of Polycab Employee Stock Option Performance Scheme 2018 empowering the Board / NRC to decide on vesting of options. 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 Dilip Bharadiya & Associates, Secretarial Auditors under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (''SBEB Regulations) stating that the scheme(s) has been implemented in accordance with the SBEB Regulations. The disclosure under Regulation 14 of the SBEB Regulations is available on the Company''s website and is accessible through weblink.

15. Credit Ratings

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

		CRISIL	India Rating
a.	Total Bank Facilities Rated	''3,503 crore	3,501.5 crore
b.	Long Term Ratings	CRISIL AA /Stable	IND AA Stable
c.	Short term Ratings	CRISIL A1 (Reaffirmed)	IND A1 (Reaffirmed)
d.	Date of rating	12 May 2021	29 June 2021

16. 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] - Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo to this Report.

17. Research and Development

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

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

Your 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 upgrades 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: [email protected].

The Whistle Blower Policy is available on the Company''s website and are accessible through weblink

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 Fifth Annual General Meeting held on July 21, 2021) have been uploaded on the Company website: https://polycab. com/investors/#corporate_governance. 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 [email protected].

21. Corporate Governance & Business Responsibility Report

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

19. 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 complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. This policy applies to all employees full-time, parttime, 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. During the year under review, no complaints were received.

Business Responsibility 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.

22. Management Discussion and Analysis Report

23. 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.

24. 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.

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

The Directors state that applicable Secretarial Standards were followed during the financial year 2021-22.

26. 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) i ssue 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.

27. 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.

28. Acknowledgments

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

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

Inder T. Jaisinghani

Place: Mumbai Chairman & Managing Director

Date: May 10, 2022 DIN: 00309108

Mar 31, 2021

Your Directors take pleasure in submitting the 25th Annual Report of the business and operations of your Company (''the Company'' or ''PIL'' or ''Polycab'') and the audited financial statements for the financial year ended March 31, 2021.

1. Financial & operations highlights of the Company

(Amount in INR Millions)
Particulars		Standalone		Consolidated
Particulars		Current Year 31.03.2021	Previous Year 31.03.2020	Current Year 31.03.2021	Previous Year 31.03.2020
1	Revenue from operations	87,363.62	88,069.14	89,265.39	88,299.55
Other Income		1,197.21	934.57	1,281.99	927.92
Total Income		88,560.83	89,003.71	90,547.38	89,227.47
2	Profit before Interest and Depreciation	12,105.91	12,104.45	13,046.86	12,204.10
Finance Cost		411.23	479.03	531.49	495.35
Depreciation		1,740.09	1,590.85	1,865.71	1,608.87
3	Profit before Tax	9,954.95	10,034.57	10,649.66	10,099.88
Income Tax Expenses		1,641.29	2,524.03	1,790.53	2,443.70
4	Profit after Tax	8,313.30	7,609.54	8,859.13	7,656.18
5	Earnings Per Share (In '')
Basic		55.79	51.28	59.20	51.16
Diluted		55.57	51.10	58.96	50.97

During the year PIL recorded a consolidated turnover of ''89,265 million as against ''88,300 million in the previous year, implying a 1.1% YoY growth. The consolidated EBITDA (excluding other income) and consolidated profit after tax stood at ''11,668 million and ''8,859 million in FY21 as against ''11,276 million and ''7,656 million in the previous year, respectively.

The year was marked by profound disruption on account of COVID-19 pandemic and healthy rebound in the second half. First quarter was significantly impacted by nationwide lockdowns. Our factories, warehouses, and offices were temporarily shut, in line with relevant guidelines from local and national authorities. During this time, we prioritised safety of our employees and partners. We also went above and beyond to help the communities and society at large through donations, collaborations, and direct support. The Company maintained tight operating controls and functioned with increased agility, resulting in an improved liquidity position which helped it comfortably sail through challenging business environment. Gradual unlocking from June showcased progressive signs of improvement as the restriction in movement eased. Infrastructure and economic activities started picking up, especially in the lower tier tows and semi urban where the impact of pandemic was relatively less, and labour availability was adequate. Macro indicators like infra investments, IIP, manufacturing PMI, power consumption, etc., also started charting a broader recovery path from the second quarter onwards.

Levering these favourable trends, Company''s wires and cables posted healthy underlying performance on the back of distribution expansion, portfolio diversification, market share gains and pricing actions. Export''s business made great progress in terms of geographical expansion and product certifications, contributing 8.4% to company turnover.

Excluding a large order, the exports portfolio recorded 67% YoY growth despite challenging global environment. Improved consumer sentiment with returning normalcy in day-to-day life supported demand for our B2C products. Company''s FMEG business saw robust demand momentum, clocking strong double-digit growth, led by distribution expansion and penetration, portfolio augmentation and better brand positioning. Calibrated pricing actions, design optimisation, improved sales mix, cost optimisation and working capital management led to improved profitability. In line with our aim to become an aspirational brand, we introduced a new brand "Hohm"Hohm from the house of Polycab. It is premium IOT based FMEG portfolio, made in India, which will cater to evolving needs of consumers in this digital age.

Sharp rebound in economic sentiment globally, coupled with continuing supply constraints on account of lockdowns led to a trade mismatch and sharp inflation in our key commodity prices like Copper, aluminium, Steel and PVC during the year. Copper prices on London Metal Exchange (LME) witnessed a spurt from about $5,000/mt in April 2020 to ~$8,900/mt in March 2021, surpassing pre COVID levels. Similar trend was witnessed in aluminium prices, as it rose from $1,400/mt in April 2020 to $2,200/mt in March 2021, during which it also peaked. Accordingly, the Company took calibrated and phased pricing actions to pass on the inflation, while balancing the demand momentum, which helped shield profitability.

The Company made tremendous progress across many of its core enablers of business. During the year authorised dealers and distributors count grew by about 17% YoY to over 4,100. Retail outlet reach increased by about 32% YoY to over 165,000 while electricians on the influencer Programme grew by about 33% YoY to over 180,000. The Company also opened 7 knowledge and experience centres across many large cities

across India. On the Supply chain side state-of-the-art Mobile Supply Chain Application (MSCA), which tracks our actual production and supply data in real time was implemented. It is integrated with ERP system is managing customer demand and inventories in an impressive manner, with on-time-in full (OTIF) deliveries up to 95-98%. Implementation of ERP, cloud integration, digital-first mindset, data-driven decisions and roll out of apps like dealer portal has eased business activities and customers experience. Performance management system has been upgraded to associate individual and team goals to company aspirations.

During the year we also initiated several strategic initiatives which will underpin our performance and augment our market positioning over the long-term. Project Udaan, our cost optimisation Programme, was started with a reputed strategic consultant which helping us weed out inefficiencies and bad costs, thereby enabling us to achieve operational excellence. Project Shikhar or Sales Acceleration Programme was initiated with an aim to strengthen our bond with key influencers ie. Retailers, Electricians & Small contractors, increase direct reach and drive 3x sales in top 300 towns over medium term. The Company also outlined its vision for next five years through Project Leap.

Going ahead, we believe Indian economy is likely to pivot post pandemic with a strong mix of structural growth drivers catalysing medium to long-term growth. India''s strong demographics with working-age population growth outpacing the dependent population is likely to make the country one of the better placed large economies globally for the next two decades. Government''s accelerated efforts like favourable budgetary measures which includes higher allocation for infrastructure projects coupled with macro policy interventions like Production-Linked Incentive scheme and ''vocal for local'' schemes are likely to attract sizeable investments and provide a structural leg for long-term productivity enhancement. These measures are also expected to strengthen India''s position towards becoming a global hub for low-cost, high skill manufacturing and supply chain. Our strong competitive advantages bolstered further by our strategic interventions will help us seize these emerging opportunities and deliver long-term value to all stakeholders.

On a standalone basis, we achieved a turnover of ''87,364 million as against ''88,069 million in the previous year. The EBITDA is ''10,909 million as against ''11,170 million for the previous year. Standalone Profit after tax is ''9,955 million as compared to ''10,035 million of the preceding year.

2. Integrated report

The Securities and Exchange Board of India (SEBI), vide its circular dated February 6, 2017, has advised the top 500 listed companies (based on market capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.

I n view of the above circular, the Company is voluntarily publishing its first integrated report in line with the International Integrated Reporting (IR) Framework laid down by the International Integrated Reporting Council (IIRC) highlighting the measures taken by the Company that contribute to long-term sustainability and value creation, while embracing different skills, continuous innovation, sustainable growth, and a better quality of life.

3. General reserve

No amount has been transferred to the General Reserves for the financial year 2020-21.

4. Deposits

During the year under review, the Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed/ unpaid matured deposit or interest due thereon.

5. Dividend

The Board of Directors of your Company is pleased to recommend a dividend @ ''10/- (100%) per equity share of the face value of ''10/- each for the financial year March 31, 2021, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

The total cash out flow on account of payment of dividend would be approximately ''1,491.47 million.

The Dividend Distribution Policy of the Company has been complied with and the Policy is available on Company''s website and is accessible through weblink.

6. Change in share capital

During the year under review, the Company had allotted 2,39,441 equity shares under Employee Stock Option schemes of the Company, due to which the paid-up share capital of the Company increased from ''1,48,87,93,730/- comprising of 14,88,79,373 equity shares of ''10/- each to ''1,49,11,88,140/-comprising of 14,91,18,814 equity shares of face value of ''10/- each.

During the financial year 2020-21, there was no change in the authorised share capital of the Company.

The Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares during the year under review.

7. Subsidiaries, Joint ventures & Associates: a. Subsidiaries

As on March 31, 2021 your Company had 8 (Eight) subsidiaries as detailed below:

Sr. No.	Name of the Subsidiary	Location
(i)	Tirupati Reels Private Limited (''TRPL'')	India
(ii)	Dowells Cable Accessories Private Limited (''DCAPL'')	India
(iii)	Polycab USA LLC (''PULLC'')	USA
(iv)	Polycab Electricals and Electronics Private Limited (''PEEPL'')	India
(v)	Ryker Base Private Limited (''RBPL'')	India
(vi)	Polycab Australia Pty. Ltd. (''PAPL'')	Australia
(vii)	Polycab Support Force Private Limited (''PSFPL'')	India
(viii)	Uniglobus Electricals and Electronics Private Limited (''UEEPL'')	India

(ii) Dowells Cable Accessories Private Limited (DCAPL)

DCAPL was incorporated as a Private Limited Company on December 1, 2015 under the Companies Act, 2013, having its registered office at Gala No. 47 & 47A, 1st floor, Jagat Satguru Industrial Estate, Off Aarey Road, Goregaon (East), Mumbai-400 063. DCAPL is involved in the business of inter alia, manufacturing, designing, importing, exporting, of soldering or other types of cable sockets for electrical wires, connectors and accessories.

The Company holds 51% equity shares in DCAPL

During the year under review, the financial performance

of Hr ADI 11- o r -fry I I nmi- .

('' million)

^Sr. Particulars^^^^^^^^^^^ll March 31, 202ll March 31, 2020 No.

(i) Income from Operations 1,940.53 1,544.18

(ii) Profit/ (Loss) before tax 11.14 (15.02)

Jm)_Profit/(Loss) after tax^ 11.35 (16.73)

c. Associate

The Company does not have any associate company.

8. Details of Directors and Key Managerial Personnel (''KMPs''):

a) Resignation and appointment of Directors/ Key managerial personnel

i) Resignation & Appointment of Wholetime Directors

Mr. Ajay T. Jaisinghani, Mr. Ramesh T. Jaisinghani and Mr. Shyam Lal Bajaj stepped down from the post of Whole-Time Director with effect from closing business hour of May 12, 2021.

(i) Tirupati Reels Private Limited (TRPL)

TRPL was incorporated as a Private limited Company on January 21, 2015 under the Companies Act, 2013, having its registered office at E-107, 1st floor, Greater Kailash, New Delhi-110 048. TRPL is engaged in the business of inter alia, manufacturing, exporting, importing, dealing and distributing the reels, drums, pallets, packaging material made of wood, steel or any articles and its byproducts. TRPL supplies cables packing drums to PIL. The Company holds 55% equity shares in TRPL.

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

('' million)
Sr. No.	Particulars	March 31, 2021	March 31, 2020
(i)	Income from Operations	678.54	919.82
(ii)	Profit before tax	59.89	116.35
(iii)	Profit after tax	20.21	108.59

('' million)
Sr. No.	Particulars	March 31, 2021	March 31, 2020
(i)	Income from Operations	424.55	360.07
(ii)	Profit before tax	80.17	45.16
(iii)	Profit after tax	59.39	34.16

(iii) Polycab USA LLC (''PULLC'')

PULLC was incorporated on January 27, 2020, as a Limited Liability Company having its registered office in the State of Delaware, address c/o. the Corporate Trust Company, Corporation Trust Centre, 1209 Orange Street, Wilmington, Delaware 19801. The Company was incorporated with an objective of manufacturing and trading of wires & cables and electricals consumer products. Your Company holds 100% shares in PULLC.

PULLC is yet to commence its business operations.

(iv) Polycab Electricals and electronics Private Limited (''PEEPL'')

PEEPL was incorporated as a Private Limited Company on March 19, 2020 under the Companies Act, 2013, having its registered office at Plot No. 771, P. Satavalekar Marg, Mahim (West), Mumbai - 400 016.

The Company was incorporated with an objective of manufacturing and trading of wires & cables and Electricals and Electronics consumer products. The Company holds 100% equity shares in PEEPL. PEEPL is yet to commence its business operations.

(v) Ryker Base Private Limited (''RBPL'') with effect from May 6, 2020

RBPL was incorporated as a Private Limited Company on July 15, 2016 under the Companies Act, 2013 and is involved in the business of interalia, manufacturing, formulating, processing, producing, converting, distilling, refine making, buying, selling and dealing in conductors, wires, cables and rods made of all ferrous and non-ferrous metals and their compounds.

The Board of Directors of the Company at its meeting held on May 2, 2020 had approved the acquisition of 2,60,10,000 (Two Crore Sixty Lakhs Ten Thousand) (i.e. balance 50% equity shares) of face value of ''10/- each held by Trafigura Pte Ltd., Singapore (''Trafigura'') in RBPL thereby terminating the existing joint venture (JV) and making RBPL a wholly-owned subsidiary of the Company.

As on date, Ryker is a wholly-owned subsidiary of the Company.

Further, the registered Office of RBPL was shifted from E-554 Basement, Geeater Kailash II, New Delhi, South Delhi-110 048 to Survey No. 21, Village Asoj Vadodara-Halol Highway, Taluka Waghodia Vadodara on March 30, 2021:

During the year under review, the financial performance of RBPL is as follows:

('' million)
^Sr. Particulars No.	March 31, 2021	March 31, 2020
(i) Income from Operations	5,475.72	676.91
(ii) Profit/ (Loss) before tax	420.60	(136.58)
(iii) Profit/ (Loss) after tax	336.85	(125.90)

Note: The financial performance shown above is for the full year. For the purpose of consolidation, financial performance is considered from the date of acquisition.

(vi) Polycab Australia Pty. Ltd. (''PAPL'')

Polycab Australia Pty. Ltd. was incorporated as a wholly-owned Subsidiary on July 1, 2020 having its registered office at unit 55, 117 old Pittwater Road, Brrokvale, NSW 2100, Australia, ABN-48642239709. PAPL is involved in a business of trading of wires & cables and electrical consumer products.

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

('' million)
^Sr. Particulars	March 31, 2021
No.
(i) Income from Operations	558.31
(ii) Profit before tax	22.28
(iii) Profit after tax	15.64

(vii) Polycab Support Force Private Limited (''PSFPL'')

Polycab Support Force Private Limited was incorporated as a wholly-owned Subsidiary on March 13, 2021 having its registered office at Unit No. 4, Plot No. 105, Halol Vadodara Road, Village Nurpura, Taluka Halol, Panchmahal, Gujarat-389 350. PSPL is involved in the business of staffing solution. The objective of incorporating PSFPL is to provide manpower support to Polycab India Limited (''Holding Company'') and other group companies. The Company is yet to commence its business operations.

(viii) Uniglobus Electricals and Electronics Private Limited (''UEEPL'')

Uniglobus Electricals and Electronics Private Limited was incorporated as a wholly-owned Subsidiary on March 24, 2021 having its registered office at unit no. 4, Plot No. 105, Halol Vadodara Road, Village Nurpura, Taluka Halol, Panchmahal, Gujarat-389 350. The objective of incorporating this company is to expand the business of trading and manufacturing of, among others, Cables, Wires, Fast moving electricals and electronics goods. The Company is yet to commence its business operation.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company.

The Company has in place a Policy for determining material subsidiaries. The said policy is available on the website of the Company at weblink.

Information on closure of subsidiary during the year Polycab Wires Italy SRL (PWISRL)

PWISRL was incorporated as a single member private limited liability company i.e. Societa Responsabilita

Limitata or S.R.L. on July 9, 2012 under the Italian Civil Code having its registered office at Milano (MI), Via Senato 20 Cap 20121. PWISRL was involved in the business of inter alia, manufacturing, engineering, promotion, development and marketing of electrical cables, and supply of services and consultancies to companies in the sector of marketing. The Company held 100% shares in PWISRL.

During the current year, the Company had received in principle approval from RBI to voluntarily winding up of PWISRL. Accordingly, PWISRL was liquidated and closure certificate was issued on March 5, 2021 by the Italian authorities. The related closing formalities with RBI are in progress. The impact of closure of PWISRL on Polycab Group is not material.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance and financial position of each subsidiary is given in Form AOC-1 as set out in Annexure [A] to this Report. Further, the Audited Financial Statements of the Subsidiaries are available on Company''s Website at www.polycab.com.

b. Joint Venture

Techno Electromech Pvt. Ltd. (''Techno'')

Techno was incorporated as a private limited company on January 25, 2011 at Vadodara under the Companies Act, 1956 having its registered office is situated Plot No. 858, Opposite GSFC Vill, Channi, Vadodara, Gujarat 391 740. Techno is involved in the business of, inter alia, manufacturing of light emitting diodes, lighting and luminaires, and LED driver. Your Company hold 50% shares in Techno.

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

> thereunder as well as Regulation 16 of SEBI (Listing Obligations

i and Disclosure Requirements) Regulations 2015 (including

i statutory re-enactment thereof for the time being in force).

f In the opinion of the Board, Mrs. Sutapa Banerjee is a person of

integrity and has adequate experience and expertise to serve as an independent Director. Further, Mrs. Sutapa Banerjee is independent to the Management of the Company. The Board ^ of Directors recommend her appointment as Independent

'' Director. Appropriate resolution seeking her appointment

^ have been included in the 25th AGM Notice of the Company.

â iii) Resignation & appointment ofkey managerialpersonnel

During the year under review, as per succession policy of the Company:

a) Mr. Shyam Lal Bajaj, Whole-Time Director & CFO stepped r down from the post of CFO w.e.f. May 30, 2020 and on

l the recommendation of Nomination and Remuneration

r Committee and Audit Committee, the Board of Directors

f at its meeting held on May 30, 2020 had appointed

i Mr. Gandharv Tongia as Chief Financial Officer w.e.f.

i May 31, 2020;

â b) Mr. Subramaniam Sai Narayana stepped down from

the post of Company Secretary & Compliance Officer w.e.f. January 23, 2021 and on the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on January 23, 2021 had appointed Ms. Manita Carmen A Gonsalves as Company Secretary i & Compliance Officer w.e.f. January 24, 2021.

The details of Directors and KMPs as on date are as follows:
Sr. No.	Name of Director	Designation	Appointment Date	Cessation date
(i)	Mr. Inder T. Jaisinghani	Chairman and Managing Director	December 20, 1997	-
(ii)	Mr. Ajay T. Jaisinghani	Whole-time Director	April 27, 2006	May 12, 2021
(iii)	Mr. Ramesh T. Jaisinghani	Whole-time Director	January 10, 1997	May 12, 2021
(iv)	Mr. Shyam Lal Bajaj	Whole-time Director (ceased as CFO with effect from closing business hours of May 30, 2020)	December 15, 2016	May 12, 2021
(v)	Mr. T. P. Ostwal	Independent Director	September 20, 2018	-
(vi)	Mr. R. S. Sharma	Independent Director	September 20, 2018	-
(vii)	Mr. Pradeep Poddar	Independent Director	September 20, 2018	-
(viii)	Ms. Hiroo Mirchandani	Independent Director	September 20, 2018	May 12, 2021
(ix)	Mr. Bharat A Jaisinghani	Whole-Time Director	May 13, 2021	-
(x)	Mr. Nikhil R. Jaisinghani	Whole-Time Director	May 13, 2021	-
(xi)	Mr. Rakesh Talati	Whole-Time Director	May 13, 2021	-
(xii)	Mrs. Sutapa Banerjee	Independent Director	May 13, 2021	-
(xiii)	Mr. Gandharv Tongia	Chief Financial Officer	May 31, 2020	-
(xiv)	Mr. Subramaniam Sai Narayana	Company Secretary & Compliance Officer	December 15, 2012	January 23, 2021
(xv)	Ms. Manita Carmen A. Gonsalves	Company Secretary & Compliance Officer	January 24, 2021	-

The reconstituted Audit Committee comprises of following Directors:

a. Mr. T. P. Ostwal- Audit Committee Chairman (Independent Director);

b. Mr. R. S. Sharma- Member (Independent Director);

c. Mr. Pradeep Poddar- Member (Independent Director); and

d. Mr. Inder T. Jaisinghani - Member (Non- Independent, Managing Director)

The recommendations to the Board, whenever made by the Committee during the year were accepted by the Board. The details of number of meetings held by the Audit Committee in the year under review and other related details are given in the Corporate Governance Report.

12. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2021 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 judgements 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 March 31, 2021 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 Companies Act, 2013, 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

13. Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022), were appointed as the Statutory Auditors of the Company at the 23rd Annual General Meeting (AGM) of the Company held on June 26, 2019 for a term of 5 consecutive years commencing from the conclusion of 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting to be held in financial year 2023-2024.

Further, inline with the succession policy and pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 13, 2021, had appointed Mr. Bharat A. Jaisinghani (Son of Mr. Ajay T. Jaisinghani), Mr. Nikhil R. Jaisinghani (Son of Mr. Ramesh T. Jaisinghani) and Mr. Rakesh Talati Director (non-board member) as Additional Directors and designated them as Executive Directors for a period of 5 years with effect from May 13, 2021, subject to approval of the members at the ensuing Annual General Meeting of the Company. The Board of Directors recommend their appointments as Whole-Time Directors of the Company. Appropriate resolutions seeking appointments of the above personnel as Whole-Time Directors have been included in the 25th AGM Notice of the Company.

ii) Resignation & appointment of Independent Director

Ms. Hiroo Mirchandani, for the purpose of rebalancing her board portfolio in line with her professional and personal goals, had resigned from the post of Independent Director w.e.f. May 12, 2021 and pursuant to the recommendation of the Nomination and Remuneration Committee, the Board had appointed Mrs. Sutapa Banerjee as Additional Director and designated her as Independent Director for a period of 5 years commencing from May 13, 2021, subject to approval of the members at the ensuing Annual General Meeting.

The Company had also received declaration from Mrs. Sutapa Banerjee confirming that she fulfils the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued

b) Details of Directors and KMPs c) Director liable to retire by rotation

As per Section 152(6) of the Companies Act, 2013, Mr. Shyam Lal Bajaj, Whole-Time Director was liable to retire by rotation at the ensuing Annual General Meeting. However, as per succession policy of the Company, Mr. Shyam Lal Bajaj,

Mr. Ajay T. Jaisinghani & Mr. Ramesh T. Jaisinghani had stepped down from the post of Whole-Time Directors.

In view of the above, no Director is liable to retire by rotation at the ensuing Annual General Meeting.

9. Meetings of the Board of Directors

During the year under review, 5 meetings of the Board of Directors of the Company were held which are as under:

Sr. No.	Date of Board Meeting
(i)	May 2, 2020
(ii)	May 30, 2020
(iii)	July 21, 2020
(iv)	October 24, 2020
(v)	January 23, 2021

The composition of the Board and other details relating to the Board meetings have been provided in the Corporate Governance Report. The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Companies Act, 2013.

10. Committees

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder vis.

a. Audit Committee:

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

The Composition of all such 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.

11. Audit Committee

As of March 31, 2021 the Audit committee of the Board of Directors of the Company comprised of 4 (Four) members namely:

a. Mr. T.P. Ostwal- Audit Committee Chairman (Independent Director);

b. Mr. R.S. Sharma- Member (Independent Director);

c. Mr. Pradeep Poddar- Member (Independent Director); and

d. Mr. Shyam Lal Bajaj- Member (Non- Independent, Whole-Time Director)

Consequent, to the resignation of Mr. Shyam Lal Bajaj, a member of the Audit Committee, the composition of the Committee was reconstituted on May 12, 2021 by inducting Inder T. Jaisinghani as member of the Committee.

large in alignment with the interest of its stakeholder. As per the requirements of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility ("CSR") your Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee").

I n order to make meaningful and lasting contribution to the society, the Company had incorporated a Section 8 Company under the name and style as ''Polycab Social welfare Foundation'' on January 21, 2020. The CSR budget for the financial year 2020-21 was ''159.57 million and the Company had spent ''159.79 million for carrying out the CSR Activities.

In compliance with the amendments in the various provisions of the Companies Act, 2013 and the Companies Corporate Social Responsibility Amended Rules, 2021 issued by the Ministry of Corporate Affairs vide its notification dated January 22, 2021, the Company had amended the Corporate Social Responsibility (CSR) Policy and approved the Annual Action Plan FY22. Further, as required under Rule 4 (5), Chief Financial Officer had issued a Certificate dated May 13, 2021 certifying that the funds so disbursed by the Company to Polycab Social Welfare Foundation have been utilised for the purposes and in the manner as approved by Board of Directors of the Company from time to time. The CSR activities for the financial year ended March 31, 2021 along with the composition of CSR Committee is set out in Annexure [C] - Annual Report on Corporate Social Responsibility ("CSR") to this Report.

20. Risk Management Policy

A meeting of the Risk Management Committee was held on January 23, 2021. The details about the composition of Risk Management Committee and number of meetings held are given in the Corporate Governance Report.

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'' internal control encompasses various managements systems, structures of organisation, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the inter controls systems are meeting the required standards, it is 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 revised at frequent intervals.

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.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

14. Statutory Auditors'' Report

The Auditors'' Report on Standalone and Consolidated Financial Statements for the financial year 2020-21 issued by M/s. B S R & Co. LLP Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation or adverse remark.

15. Cost Auditors

Your Company is maintaining the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and have appointed M/s. V.J. Talati & Co., Cost Accountants, as Cost Auditors, to issue Cost Audit Report for the Financial year 2021-22 at a professional fee of ''4,80,000/- (Rupees Four Lacs Eighty Thousand only) plus applicable taxes and out of pocket expenses at actual.

Appropriate resolution has been recommended by the Board to be passed by the shareholders in the ensuing Annual General Meeting to ratify the remuneration ofthe Cost Auditors for the FY 2021-22.

16. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Dilip Bharadiya & Associates were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the year ended March 31, 2021.

17. Secretarial Audit Report

The Secretarial Audit Report for the Financial Year ended March 31, 2021 is set out in Annexure [B] to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

18. Shifting of Registered Office

During the year under review, the Registered office of the Company was shifted from National Capital Territory (''NCT'') of Delhi to the State of Gujarat as per Hon''ble Regional Director Order dated May 28, 2020.

19. Corporate Social Responsibility (CSR)

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at

21. 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 Notes to the Standalone Financial Statements.

22. Particulars of Contracts or Arrangements with Related Parties

There were no materially significant transactions with related parties during the financial year 2020-21, which were in conflict with the interest of the Company.

Further, other suitable disclosures as required under IND AS -24 have been made in the Notes to the financial statements.

Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rule 2014 is set out in Annexure [D] to this report.

The policy on related party transaction is placed on the Company''s website and is accessible through weblink

23. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31, 2021 is available on the Company''s website and accessible through weblink.

24. Declaration by Independent Directors

All the Independent Directors had submitted their disclosures to the Board that they fulfill all the requirements as stipulated under Section 149(6) of the Companies Act, 2013.

There had been no change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

25. Separate Meeting of Independent Directors

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors ofthe Company met separately on January 23, 2021 to inter alia review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

26. Familiarisation Programme

In compliance with the requirements of SEBI LODR Regulations, the Company has put in place a framework for Directors'' Familiarisation Programme to familiarise them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

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.

27. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its meeting held on May 13, 2021, had carried out an 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 details of performance evaluation are mentioned in the Corporate Governance Report.

28. 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] - Statement of Disclosure of Remuneration to this Report.

Further, pursuant to the provisions of the first provision to Section 136(1) of the Companies Act, 2013, the details of employee remuneration as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are available and shall be sent to Members who request for the same.

29. Company''s Policy on Appointment and Remuneration of Directors

The Company had been following a 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 fixed in accordance with the provisions of the Companies Act, 2013 which comprises of Basic Salary, Perquisites, Allowances and Commission. The Remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

The Remuneration Policy on making payment to Directors, Key Managerial Personnel and Senior Management Personnel is available on the Company''s website and is accessible through weblink.

30. Employees Stock Option Schemes (ESOP)

The Company has following ESOP Schemes as mentioned below:

a) Polycab Employee Stock Option Performance Scheme 2018; and

b) Polycab Employee Stock Option Privilege scheme 2018.

32. Awards and Accolades

During the year under review, Polycab was honoured with

various awards including the following:

- ''National Best Employer Brand for 2020'' by World HRD Congress and Employer Branding Institute.

- '' Best System Integrator Company - National Telecom Make in India Awards 2020'' by Communication Multimedia and Infrastructure (CMAI) Association of India

- ''Excellent Digital Infrastructure Company'' - 5th International ICT Excellence Awards 2020

- ''Excellent manufacturer of Optical Fibre Cables - National Telecom Make in India Awards 2020'' by Communication Multimedia and Infrastructure (CMAI) Association of India

- Best CFO, 2020 for MNC in Mid Cap, DSIJ

37. Investor Education and Protection Fund

During the year under review, 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 Companies Act 2013.

However, pursuant to Section 124 (5) of the Companies Act, 2013, the unpaid dividends that will be due for transfer to the Investor Education and Protection Fund are as follows:

Type and year of Dividend declared/ Paid	Date of Declaration of Dividend	% of Dividend Declared	Unclaimed Dividend Amount as on March 31, 2021 (Amount in '')	Due for transfer to IEPF
Final Dividend 2018-19	26/06/2019	30%	1,49,658	August 1, 2026
Interim Dividend 2019-20	03/03/2020	70%	7,15,519	April 9, 2027

During FY 2020-21, there had been no change in the Employee Stock Option Schemes of the Company. The ESOP Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (''the SBEB Regulations'').

A Certificate from the Statutory Auditors of the Company that the schemes were implemented in accordance with the SEBI Regulations and the resolutions passed by the Nomination & Remuneration Committee Members in this regard would be available at the Annual General Meeting for inspection by the members. The details of policies as required to be disclosed under the SEBI Regulations is available on the Company''s website and is accessible through weblink.

The existing Employee Stock Option Performance Scheme 2018 is proposed to be amended suitably to empower the Board to exercise control to meet the requirements as deemed necessary under the various Compensation & Benefits Policy of the Company based on the recommendation of the Nomination and Remuneration Committee.

31. Credit Ratings

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

a.	Total Bank Facilities Rated	''40,000 million
b.	Long- term Ratings	CRISIL AA/Positive
c.	Short-term Ratings	CRISIL A1

During the year under review, India Ratings and Research (Ind-Ra) had affirmed Polycab India Limited''s (PIL) Long-term Issuer Rating at ''IND AA''. The Outlook is Stable.

The credit ratings of the Company have been upgraded for Bank Facilities on May 12, 2021, as follows:

a.	Total Bank Facilities Rated	''35,030 million
b.	Long-term Ratings	CRISIL AA /Stable
c.	Short-term Ratings	CRISIL A1

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

As stipulated under Section 134(3)(M) of the Companies Act, 2013 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 Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure [F] - Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo to this Report.

34. Research and Development

The research activities carried out by the Company during the year under review is set out in Annexure [G] - Research & Development to this Report.

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

Your Company is committed to highest standards of ethical, moral 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 professionalism, honesty, integrity and ethical behaviour, the Company has adopted has adopted a Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Whistle Blower Policy is available on the Company''s website and is accessible through weblink

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

The Company has in place Prevention of Sexual Harassment (PoSH) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company provides a safe and dignified work environment for employee which is free of discrimination, further the Company conducts awareness Programme at regular interval of time.

The objective of this policy is to provide protection against sexual harassment to women at workplace and for redressal of any such complaints of harassment. The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress the complaints, received, if any.

The Company did not receive any complaints of sexual harassment during the year under review as well as in the preceding year.

38. Corporate Governance & Business Responsibility Report

Business Responsibility Report for the financial year under review, as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations is presented in a separate section forming part of the Annual Report.

39. Management Discussion and Analysis Report

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

40. Change in Nature of Business, if any

During the year under review, there had been no material change in the business of the Company or in the nature of business carried by the Company during the financial year under review.

41. Material Changes and Commitments, if any, post balance sheet date

No material changes and commitments had occurred between end of the financial years of the Company to which the financial statements relate and upto the date of this report which may affect the financial position of the Company.

42. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company''s Operations in Future

There was no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

43. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

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

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

The Directors state that applicable Secretarial Standard were followed during the financial year 2020-21.

45. Fraud Reporting

During the year under review, no fraud was reported by Statutory Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

46. 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.

47. Acknowledgments

The Directors would like to thank the customers, vendors, dealers, suppliers, investors, business associates, bankers, Government Authorities for their continued support during the year.

The Directors would also like to appreciate the contribution made by employees at all levels. Resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

On Behalf of the Board of Directors of Polycab India Limited

Inder T. Jaisinghani

Place: Mumbai Chairman & Managing Director

Date: May 13, 2021 DIN:00309108

Mar 31, 2019

The Members Polycab India Limited (Formerly Polycab Wires Limited)

The Directors take pleasure in submitting the 23^rd Annual Report of the business and operations of your Company (âthe Companyâ or âPolycabâ) and the audited Financial statements for the Financial year ended 31^st March 2019.

1 FINANCIAL HIGHLIGHTS OF THE COMPANY

(Rs. Million)

		Standalone		Consolidated
Sr. No.	Particulars	Current Year 31.03.2019	Previous Year 31.03.2018	Current Year 31.03.2019	Previous Year 31.03.2018
1	Revenue from operations	79,105.53	69,024.40*	79,559.83	69,149.52*
	Other Income	935.22	671.30	933.49	644.37
	Total Income	80,040.75	69,695.70	80,493.32	69,793.89
2	Profit before Interest & Depreciation	10,124.31	7,909.57	10,142.15	7,934.22
	Less: i) Interest	1,157.72	921.70	1,167.06	936.80
	Ii) Depreciation	1,400.71	1,319.70	1,414.45	1,329.53
3	Profit before Tax	7,565.88	5,668.17	7,560.64	5,667.89
	Less: Provision for Taxation	2,551.49	2,084.30	2,557.58	2,082.28
4	Profit after Tax	5,014.39	3,583.87	5,003.06	3,585.61
	Earnings Per Share (In Rs.)
	Basic	35.51	25.38	35.39	25.35
	Diluted	35.51	25.38	35.39	25.35

* Consequent to the introduction of Goods and Services Tax (GST) with effect from 1^st july 2017, central Excise, value Added Tax (VAT) etc. Have been subsumed into GST. In accordance with Ind AS 115 on Revenue and Schedule III of the Companies Act, 2013, unlike Excise Duties, Levies Like GST,VAT, etc. Are not part of Revenue. accordingly, the figures of the period up to 30^th June 2017 are not strictly relatable to those thereafter.

(Rs. Million)

	Standalone		Consolidated
Particulars	Current Year 31.03.2019	Previous Year 31.03.2018	Current Year 31.03.2019	Previous Year 31.03.2018
Revenue from operations	79,105.53	69,024.40	79,559.83	69,149.52
Less: Excise Duty on sale	-	1437.51	-	1,446.47
Revenue from operations excluding Excise Duty (net revenue)	79,105.53	67,586.89	79,559.83	67,703.05

2 OPERATIONS OF THE COMPANY

During the year, your Company achieved a Standalone Turnover of Rs. 79,105.53 Millions (17%) as against Rs. 67,586.89 Million in the previous year. The operating profit before Finance costs, depreciation and tax is Rs. 10,124.31 Millions as against Rs. 7,909.57 Millions for the previous year. Standalone Profit after tax is Rs. 5,014.39 Millions as compared to Rs. 3,583.87 Millions of the preceding year.

On a Consolidated basis, the Company achieved a turnover of Rs. 79,559.83 Millions (18%) as against Rs. 67,703.05 Millions in the previous year.The Consolidated operating profit before Finance costs, depreciation and tax is Rs. 10,142.15 Millions as against Rs. 7,934.22 Millions for the previous year. The Consolidated Profit after tax is Rs. 5,003.06 Millions as compared to Rs. 3,585.61 Millions of preceding year.

3 AWARDS AND ACCOLADES

During the year under review, Polycab was honoured with:

A. Super brand Awards in delhi on 20^th September 2018; and

B. ACETECH Grand Stand Awards for stall design in delhi on 16^th December 2018.

4 GENERAL RESERVE

No amount has been transferred to the General Reserve for the Financial year 2018-19.

5 DIVIDEND

The Directors of your Company are pleased to recommend a dividend @ Rs. 3/- (30%) per Equity Share of the face value of Rs. 10/- each on 14,86,45,905 fully paid-up Equity Shares for the Financial year ended 31^st March 2019, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting. The total cash out flow on account of the dividend payment and dividend distribution tax would be Rs. 44,59,37,715/- (Rupees Forty Four Crores Fifty Nine Lakhs Thirty Seven Thousand Seven Hundred and Fifteen only) and Rs. 9,16,63,809/- (Rupee Nine Crores Sixteen Lakhs Sixty Three Thousand Eight Hundred and Nine Only) respectively.

6 INITIAL PUBLIC OFFER (IPO)

The Company successfully made its Initial Public Offer (âIPOâ) of 2,50,22,067 Equity Shares @ Rs. 538/- (including a share premium of Rs. 528/-) per equity share ofrs. 10/- each ,(with a discount ofrs. 53/-to employees at an offer price ofrs. 485/- per share on 1,75,000 Equity Shares) which includes a fresh issue of 74,40,067 Equity Shares ofrs. 10/- each for raising funds for the Company to the tune of Rs. 4,000 Million and an offer for sale by the selling shareholders of 1,75,82,000 Equity Shares of face value of Rs. 10/- each of the Company.

Subsequent to the completion of the IPO, the paid-up Equity Share Capital of the Company has been increased from Rs. 1,412,058,380/- to Rs. 1,486,459,050/-. The Companyâs Equity Shares got Listed on BSE and NSE on 16^th April 2019 and are currently available for trading.

7 SHARE CAPITAL

The paid-up equity share capital as on 31^st March 2019 was Rs. 1,412,058,380/- divided into 14,12,05,838 Equity Shares of face value of Rs. 10/- each.

Subsequent to IPO the paid up equity share capital of the Company has been increased to Rs. 1,486,459,050/- divided into 14,86,45,905 equity shares of face value of Rs. 10/- each.

8 EMPLOYEESâ STOCK OPTION PLANS

Your Company had instituted the ESOP plan, 2018 (âESOP 2018â/âplanâ) for issue of up to 35,30,000 options to eligible employees.The Company had granted 21,47,500 options to the eligible employees of the Company vide ESOP Performance Scheme and 1,42,250 options vide ESOP privilege Scheme.

The Details of the ESOP are as under:

Stock option Details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable

(a) ESOP Plan 2018

Pursuant to the resolution passed by our Board on 30^th August, 2018 and by our Shareholders on 30^th August, 2018 our Company had instituted the ESOP plan 2018, ESOP Performance Scheme, and ESOP privilege Scheme,for issue of options to eligible employees. The ESOP plan 2018, will be administered by the Nomination and Remuneration (NRC) Committee. The objectives of the ESOP plan 2018 includes attaining and exceeding performance targets, encourage retention of talent and loyalty to our Company, enable fundamental alignment to value creation, align with shareholdersâ interest, and Encourage employee ownership in the Company or its Subsidiaries.

Under the ESOP plan 2018, the NRC Committee is authorised to grant not exceeding 3,530,000 options on a Consolidated basis under ESOP Performance Scheme and ESOP privilege Scheme, to the eligible employees in one or more branches, from time to time, which in aggregate are exercisable into not more than 3,530,000 Equity Shares, with each such option conferring a right upon the eligible employees to apply for one Equity Share in accordance with the terms and conditions as may be decided under this plan.

(b) ESOP Performance Scheme

Our Company / Board / NRC Committee shall grant the options to the eligible employees in accordance with the terms and conditions of the ESOP Performance Scheme notified under the ESOP plan 2018. The options granted shall vest not earlier than one year and not Later than maximum vesting period of five years from the date of grant. ALL the grants shall vest in the following manner:

- 15% of options granted shall vest on the first anniversary from the date of grant,

- 15% of options granted shall vest on the second anniversary from the date of grant,

- 20% of options granted shall vest on the third anniversary from the date of grant,

- 20% of options granted shall vest on the fourth anniversary from the date of grant, and

- 30% of options granted shall vest on the fifth anniversary from the date of grant. The exercise period in respect of the option shall commence immediately on vesting and be subject to a maximum period of eight years from the date of grant.

The exercise price per option shall be Rs. 405.

(c) ESOP Privilege Scheme

Our Company / Board / NRC Committee shall grant the options to the eligible employees in accordance with the terms and conditions of the ESOP privilege Scheme notified under the ESOP plan 2018. ALL the options granted shall vest at the end of one year from the date of grant. The exercise period in respect of the option shall commence immediately on vesting and be subjectto a maximum period offive years from the date ofgrant.The exercise price per option shall be Rs.405

The schemes are in Line with the SEBI (Share Based employee Benefits) Regulations, 2014 (âSBEB Regulationsâ). The Company has received a certificate from the Auditors of the Company that the schemes are implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The Details as required to be disclosed under the SBEB Regulations and certificate from the Auditors are placed on the website of the Company at www.Polycab.com

9 CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial year, there has been no change in the business of the company or in the nature of business carried by the Company during the Financial year under review.

10 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments, if any, affecting the Financial position of the Company which have occurred between end of the Financial year of the Company to which the Financial statements relate and the date of the report except the fund raised to the tune ofrs. 4,000 Million through the Initial Public Offer (IPO) as mentioned above.

11 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES A. SUBSIDIARY COMPANIES

As on 31^st March 2019, your Company has 3 (Three) subsidiary companies out of which two companies i.e.,Tirupati reels Private Limited and dowells cable Accessories Pvt. Ltd, are registered in India, and Polycab Wires italy SRL, is registered in italy.

I Tirupati Reels Private Limited

The subsidiary company, in which the Company holds 55% Equity Share Capital, is engaged in the business of inter-alia, manufacturing, exporting, importing, dealing and distributing the reels, drums, pallets, packaging material made of wood, steel or any Articles and its by-products.

During the year under review, the following are the performance of the subsidiary company:

Sr. No	Particulars	Rs. in Million
1	Revenue from Operations	590.74
2	Profit before tax	7.48
3	Profit aftertax	4.27

II Dowells Cable Accessories Pvt. Ltd

The subsidiary company, in which the Company holds 51% Equity Share Capital, is involved in the business of inter-alia, manufacturing, designing, importing, exporting, of copper and aluminum terminals, brass cable glands, crimping tools, cable sockets for electrical wires, connectors and accessories.

During the year under review, the following are the performance of the Company:

Sr. No	Particulars	Rs. Million
1	Revenue from Operations	246.75
2	Profit before tax	11.30
3	Profit aftertax	8.38

III Polycab Wires Italy SRL (Milano, Italy)

The Subsidiary Company, in which the Company holds 100% equity share capital, is involved in the business of inter alia, manufacturing, engineering, promotion, development and marketing of electrical cables, and supply of services and consultancies to companies in the sector of marketing.

During the year under review, the following are the performance of the Company

Sr. No	Particulars	Rs. Million
1	Revenue from Operations	22.95
2	Profit before tax	1.15
3	Profit aftertax	1.19

B JOINT VENTURE

Your Company has 2 (Two) Joint Venture companies (50:50) Ryker Base Pvt. Ltd and Techno electromech Pvt. Ltd.

I Ryker Base Pvt. Ltd (Ryker)

Ryker is involved in the business of inter alia, manufacturing, formulating, processing, producing, converting, distilling, refine making, buying, selling and dealing in conductors, wires, cables and rods made of ferrous and non-ferrous metals and their compounds.

During the year under review, the following are the performance of the Joint Venture company:

Sr. No	Particulars	Rs. Million
1	Revenue from Operations	0
2	Profit before tax	(82.00)
3	Profit aftertax	(62.50)

II Techno Electromech Pvt. Ltd. (Techno)

Techno is involved in the business of, inter alia, manufacturing of Light emitting diodes, Lighting and Luminaires, and LED drivers.

During the year under review, the following are the performance of the Joint Venture company:

Sr. No	Particulars	Rs. Million
1	Revenue from Operations	1,672.19

2	Profit before tax	47.65
3	Profit aftertax	34.17

In accordance with Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial statements has been placed on the website of the Company www.Polycab.com.

Further, as per the fourth proviso of the said Section, the audited annual accounts of each of the subsidiary companies have also been placed on the website of the Companywww.Polycab.com.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary and compliance Officer at the Companyâs Corporate Office at 771, Polycab House, mogul Lane, Mahim (West), Mumbai - 400 016

Pursuant to first proviso to Sub-section (3) of Section 129 read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features offinancial statement of Subsidiaries / Joint Ventures is annexed as Annexure 1.

12 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

13 CHANGE OF NAME OF THE COMPANY

With the approval of the members of the Company, the Company was converted into a public Limited company, with effect from 29^th August 2018. Thereafter, the name of our Company was changed from âPolycab Wires Limitedâto âPolycab India Limitedâwith effectfrom 13^th October 2018.

14 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.	Name ofdirector	Designation	Appointment Date	Resignation Date
1	Inder T. Jaisinghani	Chairman and Managing Director	20^th December, 1997	-
2	Ajayt. Jaisinghani	Whole-time Director	27^th April, 2006	-
3	Ramesh T. Jaisinghani	Whole-time Director	10^th January, 1997	-
4	Shyam lal Bajaj	CFO and whole-time Director	15^th December, 2016	-
5	R. S. Sharma	Additional Director (Independent Director)	20^th September, 2018	-
6	T. P. Ostwal	Additional Director (Independent Director)	20^th September, 2018	-
7	Pradeep Poddar	Additional Director (Independent Director)	20^th September, 2018	-
8	Hiroo Mirchandani	Additional Director (Independent Director)	20^th September, 2018	-
9	S. S. Narayana	Company Secretary	14^th December, 2012	-
10	#R. Ramakrishnan	Joint Managing Director	01^st April, 2012	23^rd May, 2018
11	@Michel Lemaire	Director	08^th March, 2010	21^st August, 2018

As on 31^st March 2019, the following were the whole-Time Directors and Key managerial personnels of the Company as per Section 203 of the Companies Act, 2013and the Rules made thereunder:

- Inder T. Jaisinghani - Chairman & Managing Director;

- ajayt. Jaisinghani-whole-time Director

- Ramesh T. Jaisinghani - whole-time Director

- Shyam lal Bajaj- CFO and whole-Time Director &

- S. S. Narayana - Company Secretary.

The Board of Directors at its meeting held on 20^th September, 2018, had approved the appointment of T. P. Ostwal (DIN:00821268) R. S. Sharma (DIN: 00013208) Pradeep Poddar (DIN: 00025199) and Hiroo Mirchandani (DIN:06992518) as Additional Directors (Non-Executive independent) and recommends the same forthe approval by the Shareholders of the Company at the ensuing Annual General Meeting. Necessary resolutions seeking their appointment forms part of the Annual General Meeting Notice.

It may also be noted that pursuant to the provisions of Section 152 of the Companies Act, 2013, Ramesh T. Jaisinghani, (DIN:00309314) is Liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment as a Director Liable to retire by rotation at the ensuing Annual General Meeting of the Company.

The tenure of Inder T.Jaisinghani (DIN: 00309108),as Managing Director,Ajay T. Jaisinghani (DIN: 00276588) & Ramesh T. Jaisinghani (DIN: 00309314), as whole-Time Directors of the Company would Lapse on 27^th August 2019,and are eligible for re-appointment. The Board of Directors on the basis of the recommendation of the Nomination and Remuneration Committee and the Audit Committee has proposed their re-appointment, subject to approval of the Members of the Company at the ensuing Annual General Meeting for further period of 5 years commencing from 28^th August 2019 to 27^th August 2024. Necessary resolutions seeking re-appointment and remuneration payable to the Managing & whole-Time Directors form part of the AGM Notice.

The Details of Directors being recommended for appointment/re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the re-appointment of Directors is also included in the Notice.

# R. Ramakrishnan, had resigned from the Company as the Joint Managing Director and Director of the Company with effect from 23^rd May 2018. The Board takes on record his contributions to the business of the Company, during his tenure as the Joint Managing Director of the Company.

@ michel Lemaire, had resigned from the Company as the Director of the Company with effect from 21^st Aug 2018. The Board takes on record his contributions to the business of the Company, during his tenure as the Director of the Company.

15 MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 11 meetings of the Board of Directors of the Company were held which are as under:

Sr. No	Date of Board Meeting
1	28^th May, 2018
2	03^rd July, 2018
3	08^th August, 2018
4	30^th August, 2018
5	20^th September, 2018
6	25^th September, 2018
7	09^th October, 2018
8	24^th October, 2018
9	20^th December, 2018
10	05^th February, 2019
11	25^th March, 2019

The composition of the Board and other Details relating to the Board meetings have been provided in the Corporate Governance Report. The gap between two Board Meetings didnât exceed 120 days as per Section 173 of the Companies Act, 2013.

16 COMMITTEE:

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with Rules framed thereunder viz..

I) Audit Committee;

II) Nomination and Remuneration Committee;

III) Stakeholdersâ relationship Committee; and

IV) Corporate social responsibility Committee.

The Composition of all such 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.

17 DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

A) in the preparation of the annual accounts for the Financial year ended 31^st March, 2019, the applicable accounting standards have been followed and there are no material departures.

B) the Directors have selected such accounting policies and applied them consistency 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 at 31^st March 2019 and of the profit of the Companyforthe year ended as on that date;

C) the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, 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 have 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 have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems are adequate and operating effectively.

18 DECLARATION BY INDEPENDENT DIRECTORS

ALL the Independent Directors have submitted their Disclosures to the Board that they fulfill all the requirements as stipulated under Section 149(6) of the Companies Act, 2013.

There has been no change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on 29^th March 2019 to inter alia reviewthe performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the fl.ow of information between the Management and the Board.

19 COMPANYâS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following a 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 fixed in accordance with the provisions of the Companies Act, 2013 which comprises of Basic salary, Perquisites, allowances and Commission. The Remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

The criteria for appointment of Board of Directors and Remuneration policy of your Company are placed on the website of the Companywww.Polycab.com

20 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an 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 Details of performance evaluation has been mentioned in the Corporate Governance Report.

21 EXTRACT OF THE ANNUAL RETURN

The Details forming part of extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, has been annexed with this report as Annexure 2

22 AUDITORS STATUTORY AUDITORS

M/s. SRBC &Co. LLP Chartered Accountants, Mumbai, (ICAI Firm Registration No.324982E/E300003), were appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) of the Company held on 20^th September 2014 for a term of 5 consecutive years, to hold office till the conclusion of the ensuing Annual General Meeting.

M/s. SRBC &Co. LLP have been the Auditors of the Company since Financial year 2009-2010.

As per the provisions of Section 139 of the Act, no Listed Company can appoint or re-appoint an audit firm as auditors for more than two terms of five consecutive years.

Taking into consideration the above provisions of the Act, M/s. S R B C & Co. LLP can continue as the Statutory Auditors of the Company only up to the conclusion of the ensuing Annual General Meeting.

Hence, based on the recommendation of the Audit Committee, it is proposed to appoint M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022), as the Statutory Auditors of the Company in place of M/s.S R B C & Co. LLP., Chartered Accountants, Mumbai,for a term of Five consecutive years commencing from the conclusion of 23^rd Annual General Meeting till the conclusion of 28^th Annual General Meeting to be held in F.Y. 2023-2024.

The approval of shareholders of the Company, is sought for the appointment of and remuneration to M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022),as the Statutory Auditors of the Company.

23 STATUTORY AUDITORSâ REPORT

The Auditorsâ Report on Standalone and Consolidated Financial Statements for the Financial year 2018-19, issued by M/s. S R B C & Co. LLP Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation or adverse remark.

24 COST AUDITORS

Your Company is maintaining the cost records as specified by the central Government under sub-section (1) of section 148 of the Companies Act, 2013 and have appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditors, to issue Cost Audit Report for the Financial year 2019-20 at a professional fee of Rs. 3,00,000/- (Rupees Three Lakhs Only) plus applicable taxes and out of pocket expenses at actual.

Necessary resolution has been recommended to be passed by the shareholders in the ensuing Annual General Meeting to ratify the remuneration of the Cost Auditors for the F.Y. 2019-20

25 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014, M/s. Dilip Bharadiya & Associates were appointed as the secretarial Auditors of the Company to issue the secretarial Audit for the year ended 31^st March 2019.

Secretarial Audit Report

The secretarial Audit Report for the Financial Year ended 31^st March 2019 is annexed to this report. (Annexure - 3)

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

26 PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GURANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Details of Loans given, guarantee given and investment made under Section 186 of the Act read with Companies (Meeting of the Board and its Power) Rules, 2014 are as follows:

A) Loan Given

I. Dowells cable Accessories Pvt. Ltd - Rs. 4.60 Million (repaid Loan Rs. 10.76 Million) (Repayment includes loan taken in earlier year)

Ii. Techno electromech pvt. Ltd - nil (repaid loanrs. 24.89 Million)

Iii. Tirupati reels Private Limited - Rs. 40.00 Million (repaid Loan Rs. 40.00 Million)

B) Details of Investments:

Sr. No	Name of the Company	Amount (Rs. Million)
1.	Dowells cable Accessories Pvt. Ltd . (51% Subsidiary)	39.27

C) Guarantee given by the Company during the year

Guarantee	Business Entities	Amount (Rs. Million)
Shortfall Undertaking	Ryker Base Pvt. Ltd	USD 4.5

27 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Alltransactions entered by the Company with related Parties during the Financial year 2018-19 as defined under Section 2 (76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were in the ordinary course of business and at armâs Length pricing basis. There were no materially significant transactions with related parties during the Financial year 2018-19, which were in conflict with the interest of the Company. Suitable Disclosures as required under IND AS - 24 have been made in the Notes to the Financial statements.

The form AOC - 2 pursuant to section 134(3)(h) of the companies Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure - 4 to this report depicting the Details of related party transactions as required under Ind AS 24 and as per section 188 of the Companies Act, 2013. The policy on related party transaction can be accessed on the website of the Companywww.Polycab.com.

28 DEPOSITS

29 CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that Corporate social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at Large in alignment with the interest of its stakeholders. As per the requirements of Section 135 of the Companies Act, 2013 pertaining to Corporate social Responsibility (âCSRâ) your Company has duly constituted a Corporate social Responsibility Committee (âCSR Committeeâ).

The CSR policy of the Company framed under the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate social Responsibility policy) Rules, 2014 is available on the Companyâs website www.Polycab.com.The Company was required to spend Rs. 92.01 million on CSR activities. The Company has so far spent Rs. 34.94 million and has initiated necessary steps to identify further suitable projects to spend the balance amount in the near future. The Company is sincerely committed in its Corporate social Responsibility to ensure the required participation in the Nationâs building.

CSR activities for the Financial year ended 31^st March 2019 along with the composition of CSR Committee is marked as Annexure - 5 and forms part ofthis Report.

30 RISK MANAGEMENT

The Company has a risk management frame work for identification, assessment and mitigation of risks. This frame work essentially creates transparency, and minimizes the risk and adverse impact on the business objectives and enhances

The Companyâs competitive edge. This frame work consists of various risk models Helping in identifying risk, risk trends, exposure and potential, influence analysis separately for various business segments and at various levels of the Company. Business planning and forecasting encompasses inter alia the risk management of the Company.

Based on the operations of the Company new risks, if any, are identified, appropriate steps are taken to mitigate them.

By aligning operating controls with the mission and vision of the Company, this risk management frame work fully supports Company management to meet its objectives.

Polycab India Limited, being a Large player, its business no doubt are exposed to various risks. Polycab realizes the importance of identifying and taking steps to manage the risk faced by the Company.

Our internal control encompasses various managements systems,structures of organization, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the internal controls systems are meeting the required standards, it is 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 revised at frequent intervals.

31 AUDIT COMMITTEE

As of 31^st March, 2019 the Audit committee of the Board of Directors of the Company comprises of 4 (Four) members namely:

A. T.P. ostwal-Audit committee Chairman (Independent Director);

B. R.S. Sharma- Member(lndependent Director);

C. Pradeep Poddar- Member (Independent Director); and

D. Shyam lal Bajaj- Member (Non- Independent, CFO & whole-Time Director).

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

32 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The companyâs internal Financial controls with reference to Financial statements is a process designed to provide reasonable assurance regarding the reliability of Financial reporting and the preparation of Financial statements for external purposes in accordance with Generally accepted accounting principles. It includes policies and procedures that:

1) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,or disposition of the companyâs assets that could have a material effect on the Financial statements.

2) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

3) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial statements in accordance with Generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company.

33 DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company is committed to highest standards of ethical, moraland 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 professionalism, honesty, integrity and ethical behaviour, the Company has adopted a comprehensive vigil Mechanism / whistle blower policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The vigil Mechanism / whistle blower policy is available on the website of the Companywww.Polycab.com.

34 SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Directors state that applicable secretarial Standard have been followed during the Financial year 2018-19.

35 DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The Details of remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) forms part of this Report are annexed herewith as Annexure-6.

Pursuant to the provisions of the first proviso to Section 136(1) of the Companies Act 2013, the Disclosure under Section 197(12) of the Companies Act, 2013 read with rule 5(2) will be sent to the members of the Company on request.

Further, the said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary at the Corporate Office of the Company.

36 DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place Anti sexual Harassment policy in Line with the requirements of The sexual Harassment of Women at the workplace (Prevention, Prohibition & redressal) Act, 2013. ALL employees (permanent, contractual temporary, trainees) are covered under this policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment. Internal complaints Committee (ICC) has been set up to redress the complaints, received, if any.

Pursuant to the requirements of Section 22 of sexual Harassment of Women at workplace (Prevention, Prohibition and redressal) Act, 2013 read with the Rules thereunder, it is hereby declared that the Company has not received any complaint of sexual harassment during the year under review.

The Company has complied with the provisions relating to the constitution of internal complaints Committee under the sexual Harassment of Women at workplace (Prevention, Prohibition and redressal) Act, 2013.

37 CREDIT RATINGS

During the year under review, the credit ratings of the Company has been upgraded for Bank facilities as follows:

A. Rating & Research (Fitch Group) : from AA- to AA;

B. CRISIL Limited: AA.

38 CORPORATE GOVERNANCE

39 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS STIPULATED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

The Details of conservation of energy, technology absorption, foreign exchange earnings and outgo comprise:

A) Conservation of energy:

A) Steps taken or impact on conservation of energy;

Energy Preservation Measure (EPM) for environmental sustainability is prime importance for our Company. Technology up gradation, modernization, and the introduction of control instrumentation are practiced realizing the full potential of energy conservation in our organization. Our company emphasis on the establishment of a system of collection, analysis, and reporting of parameters vital for energy conservation for Long term sustainability. Our main energy management strategies are conservation and efficiency.

Within our organization, The Company does a continual improvement for optimum utilization of resources to ensure minimize consumption of energy, water, natural resources & C0₂ emission while maximizing production volumes in eco-friendly manner.

During the year, approximately the company has undertaken various projects to reduce energy consumption. Some of the projects undertaken & sustained every year are:

- Installation of variable Frequency Drive (VFD) in Motor.

- replacing of existing metal halide (MH) Lights and installation of LED Light in new projects resulting 20% of energy saving in Lighting.

- VFD hydro pumping panel in pumps to save 20% of power in energy.

- plants & street Lights are equipped with timer which results in 20% power saving.

- VRF system is set to auto controlled air conditioning to save energy.

- During the year, approximately we had undertaken various projects to reduce water consumption. The project undertaken & sustained every year is:

- Installation of STP & ETP plant.

In addition to energy & water saving we are concerned to reduce pollution by effective waste disposal plan. Some of the projects undertaken & sustained every year are:

- E Waste disposal system.

- Hazardous waste disposal system.

B) Additional investment

Following are Additional proposals, which are initiated for implementation during FY 18-19 - Additional solar power generation of 200 KW.

- Waste water recycling capacity increase.

- Improving recovery of drinking water RO plant.

C) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods

Within the company there are continuous efforts towards improving operational efficiencies, minimizing consumption of energy and water.

As a result, within couple of years the Company had reduced energy per ton drastically. With implementation of 87% leds by replacing MHL,the Company had reduced 20% saving in Light, wind energy contributes to about 22% out of total (Polycab-halol) energy consumption.

D) The steps taken by the Company for utilising alternate energy sources;

(i) Polycab has 05 wind mills (03 Nos. Of 1.5 MW and 02 Nos. Of 1.8 MW) 20 % of total energy consumed in manufacturing unit (Polycab - halol) are compensated by renewable sources.

(iii) The capital investment in energy conservation equipment

A) LED Lights 10.2 million

B) STP andetp plant 4.3million

C) VRF system for Air conditioner 10.6 million

D) solar system : Rs.7.1million

B TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption: nil

II. The benefits derived Like product improvement, cost reduction, product development or import substitution: nil

III. In case of imported technology (imported during the Last three years reckoned from the beginning of the Financial year)

A. The Details of technology imported: nil

B. The year of import : nil

C. Whether the technology been fully absorbed: nil

D. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: nil

C FOREIGN EXCHANGE EARNINGS & OUTGO:

The following are the Details as enumerated below:

D RESEARCH AND DEVELOPMENT

During the year under review the Research & Development activities carried out by the Company is given in Annexure 7

40 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis Report for the Financial, year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations is presented in a separate section forming part of the Annual. Report

41 FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

42 CAUTIONARY STATEMENT

Statements in the Annual. Report, including those which relate to Management Discussion and analysis, describing the Companyâs objectives, projections, estimates and expectations, may constitute âforward Looking statementsâ within the meaning of applicable Laws and Regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

43 ACKNOWLEDGMENTS

The Directors wish to convey their appreciation to all employees for their enormous efforts at the individual level as well as their collective contribution to the Companyâs performance. The Directors would also Like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Polycab India Limited

Inder T. Jaisinghani

Chairman & Managing Director

DIN:00309108

Place: Mumbai

Date: 14^th May 2019

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Directors Report of Polycab India Ltd.

Highlights of the Companyâs financialperformance for the year ended 31 March,

2025 are as under:

Wires and Cables (W&C) Performance

W&C Guidance

Fast-Moving Electrical Goods (FMEG)

Business Performance

FMEG Guidance

Commodity Price Volatility and Market Trends

Capex and Liquidity

Quality Initiatives

2. Transfer to Reserve

3. Dividend

Dividend Distribution Policy

4. Change in Share Capital

Authorised Share Capital

5. Subsidiaries, Joint Ventures & Associates:

5.1 Subsidiaries

(i) Dowells Cable Accessories Pvt. Ltd (âDowellsâ)

(ii) Tirupati Reels Private Limited (âTRPLâ)

(iii) Uniglobus Electricals and Electronics Private Limited (âUniglobusâ)

Amalgamation Uniglobus with the Company

(iv) Polycab Australia Pty. Limited (âPAPLâ)

(v) Polycab USA LLC (âPULLCâ)

(vi) Polycab Support Force Private Limited (PSFPL)

(vii) Polycab Electricals and Electronics PrivateLimited (âPEEPLâ)

(viii) Steel Matrix Private Limited (âSteel Matrixâ)

6. Directors and Key ManagerialPersonnel (âKMPsâ):

6.1 Appointment, Re-appointment and Cessationas Directors:

6.2 Key Managerial Personnel (KMPs)

6.3 Directors retiring by rotation

6.4 Meetings of the Board of Directors

6.5 Selection of New Directors and BoardMembership Criteria

6.6 Declaration by Independent Directors

6.7 Familiarisation Programme

6.8 Separate Meeting of Independent Directors

6.9 Board Performance Evaluation

6.10 Committees of the Board

6.11 Directorsâ Responsibility Statement (âDRSâ)

7. Auditors and their Report

7.1 Statutory Auditors

7.2 Cost Auditors

7.3 Secretarial Auditors

8. Risk Management

9. Particulars of Loan Given, Investmentsmade, Guarantee Given and Securitiesprovided under Section 186 of the Act.

10. Particulars of Contracts orArrangements with Related Parties

11. Annual Return

12. Particulars of Employees

13. Companyâs Policy on Appointment andRemuneration of Directors

14. Policy on Board Diversity

15. Employees Stock Option Schemes(ESOP)

16. Long Term Incentive Plan

23. Compliance Management

24. Investor Education andProtection Fund

25. Corporate Governance Report

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

27. Governance, Compliance andBusiness Integrity

28. Code for Prevention of Insider Trading

29. Management Discussion andAnalysis Report

30. Material Changes and Commitments, ifany, post Balance Sheet date

31. Adequacy of Internal Financial Controls

32. Investor Relations (IR)

33. Occupational Health, Safety andEnvironment (OHSE)

34. Integrated Report

35. Secretarial Standards Issued by theInstitute of Company Secretaries ofIndia (ICSI)

36. Material events during the yearunder review

37. General

38. Cautionary Statement

Consolidated:

Standalone:

5.2. Financial Performance of Subsidiaries

6.10 Committees of the Board

Audit Committee

6.11 Directorsâ Responsibility Statement (âDRSâ)

7.1 Statutory Auditors

7.2 Cost Auditors

7.3 Secretarial Auditors

7.4 Corporate Social Responsibility (CSR) & Environment Social & Governance (ESG)

CSR Impact Assessment Report

5.2. Financial Performance of Subsidiaries

Highlights of the Companyâs financial
performance for the year ended 31 March,

(i) Dowells Cable Accessories Pvt. Ltd (âDowellsâ)

(ii) Tirupati Reels Private Limited (âTRPLâ)

(iii) Uniglobus Electricals and Electronics Private Limited (âUniglobusâ)

(iv) Polycab Australia Pty. Limited (âPAPLâ)

(v) Polycab USA LLC (âPULLCâ)

(vii) Polycab Electricals and Electronics Private
Limited (âPEEPLâ)

(viii) Steel Matrix Private Limited (âSteel Matrixâ)

6. Directors and Key Managerial
Personnel (âKMPsâ):

6.1 Appointment, Re-appointment and Cessation
as Directors:

6.5 Selection of New Directors and Board
Membership Criteria

6.11 Directorsâ Responsibility Statement (âDRSâ)

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

10. Particulars of Contracts or
Arrangements with Related Parties

13. Companyâs Policy on Appointment and
Remuneration of Directors

15. Employees Stock Option Schemes
(ESOP)

24. Investor Education and
Protection Fund

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

27. Governance, Compliance and
Business Integrity

29. Management Discussion and
Analysis Report

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

33. Occupational Health, Safety and
Environment (OHSE)

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

36. Material events during the year
under review

6.11 Directorsâ Responsibility Statement (âDRSâ)