Polycab India Ltd

To

The Members of Polycab India Limited

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

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

FY 2024-25 marked a historic milestone for Polycab India Limited, with the Company delivering its highest- ever Revenue, EBITDA, and PAT. Polycab achieved stellar revenue growth of 24% YoY, surpassing the H220 billion mark for the first time. This achievement not only underscores the Company's strong execution across business segments but also positions Polycab as the largest company in India's electrical industry by revenue, a first in its history.

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

On profitability front, EBITDA for the year grew 19%

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

With Project Leap now successfully concluded, Polycab has embarked on its next five-year strategic phase till FY 2029-30: Project Spring - a comprehensive growth roadmap shaped by global ambition and a deeper sense of purpose. Under this strategy, the Company aims to:

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

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

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

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

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

• To support these ambitions, Polycab plans to invest H60-80 billion in capital expenditure over the next five years, focusing on capacity expansion, backward integration, digitization, and ESG- led initiatives.

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

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

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

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.

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.

The FMEG segment had an extraordinary FY 2024-25, recording a strong 29% YoY increase in revenue to Rs.16,535 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.

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, semiurban, 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.

FY 2024-25 experienced significant volatility in commodity prices due to global macroeconomic shifts, geopolitical tensions, and supply chain disruptions.

Prices of key raw materials such as Copper, Aluminium, Steel, and PVC compounds fluctuated throughout the year.

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

• Aluminium prices followed a similar pattern, opening at $2,498 per MT in April 2024, peaking at $2,565 per MT in May 2024, dropping to $2,334 per MT in August 2024, and closing at $2,657 per MT in March 2025.

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

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

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

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

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

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

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 shortterm 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.

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.

The Company has transferred Rs.14.70 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.

The Board of Directors at its meeting held on 6 May 2025, have recommended a dividend @ Rs.35/- (350%) per equity share of the face value of Rs.10/- 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 Rs.5,264.91 million. The members whose names appear as beneficial owners as at the end of the business hours on Tuesday, 24th 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.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company formulated and adopted the Dividend Distribution Policy (the ‘Policy').

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

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective 01 April, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The authorised share capital of the Company is Rs.1,89,25,00,000 (divided into 18,92,50,000 equity shares of face value of Rs.10 each).

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

Note: 'Yet to commence business operations 2WOS - Wholly-owned Subsidiary 'Being 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.

Pursuant to Section 129(3) of the Companies Act, 2013 (‘the Act'), a statement containing salient features of the Financial Statements of each of the subsidiaries and Joint Venture Company in the prescribed Form AOC-1 is set out in Annexure [A] to this report. The financial statements of the subsidiaries are available for inspection by the members at the registered office of the Company pursuant to the provisions of Section 136 of the Act and also available on the Company's website and accessible through weblink.

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

Dowells was incorporated as a Private Limited Company on 01 December 2015 under the Companies Act, 2013, having its registered office in Gujarat, India. Dowells is engaged, inter-alia, in the business of manufacturing, designing, importing and exporting of soldering or other types of cable sockets for electrical wires, connectors, lugs, glands and accessories. The Company holds 60% equity shares in Dowells.

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

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

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

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

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

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

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

The Scheme of Amalgamation (‘the Scheme') shall be circulated in due course which shall include in further details the background, rationale, appointed date and effective date, various matters, consequential or otherwise integrally connected. The proposed appointed date shall be 1st 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.

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.

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:

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.

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.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.

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:

The Company does not have any Associate Company.

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.

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 an 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.

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.

The following are the Whole-time Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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

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.

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.

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

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

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

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.

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 Nonindependent 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.

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.

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.

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

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

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

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

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.

BSR & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022), were reappointed as the Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on 16th July 2024 for a second term of 5 consecutive years commencing from the conclusion of 28th Annual General Meeting till the conclusion of 33rd 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.

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.

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 Rs. 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.

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.

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.

The Company has formulated a Policy on Related party transactions which is available on the website of the Company and accessible through weblink. This policy deals with the review and approval of related party transactions. The Board of Directors of the

Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature. The related party transactions for the financial year are insignificant in commensurate with the turnover of the Company.

The Company has implemented a tool for monitoring related party transactions. Further, all transactions with related parties during the year were on arm's length basis and in the ordinary course of business. The details of the material related-party transactions entered into during the year as per the policy on RPTs approved by the Board have been reported in Form no. AOC-2 is set out in Annexure [D] to this report.

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.

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.

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.

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.

The Company has following ESOP Schemes:

a) Polycab Employee Stock Option Performance Scheme 2018; and

b) Polycab Employee Stock Option Privilege Scheme 2018.

During the financial year 2024-25, there had been no change in the Employee Stock Option Schemes of the Company. The ESOP Scheme(s) is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘the SBEB Regulations').

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

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

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.

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

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.

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

The Company is committed to highest standards of ethical, moral, compliance and legal conduct of its business. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standard of responsibility, professionalism, honesty and integrity, the Company has Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Act and Regulation 22 of the Listing Regulations and encourages complaints / grievances to be registered at designated e-mail id: speakup@polvcab.com.

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

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

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

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

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

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

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

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

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

The Company had appointed K. C. Mehta & Co.

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

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

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.

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

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

The details of the unclaimed / unpaid dividend as required under the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to the Twenty Eighth Annual General Meeting held on 16 July 2024) have been uploaded on the Company website and accessible through weblink. The members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company's Registrar and Share Transfer Agent i.e. Kfin Technologies Limited at einward.ris@ kfintech.com.

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.

As a responsible corporate citizen, the Company is acutely aware of its environmental and societal responsibilities. The Company firmly embraces the conviction that the integration and adherence to Environmental, Social, and Governance (ESG) principles within business operations are paramount in fostering resilience, nurturing an inclusive culture, and generating enduring value for all stakeholders. Sustainability lies at the core of business philosophy. The Company's sustainability strategy comprehensively addresses key ESG factors that exert significant influence over our business operations and stakeholders. The Company meticulously assess opportunities and risks, formulating both short-term and long-term strategies to ensure the sustainable growth of our organization. By embracing sustainable development and going beyond minimum information disclosure requirements and regulatory compliance, we aim to deliver value to our employees, customers, suppliers, partners, shareholders and society as a whole. The Company has developed a robust ESG framework that will align the Company to the best global standards and serve as a guide for the implementation of sustainable business practices.

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

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

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

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

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

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.

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations'). The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website and accessible through weblink. During the year under review, Training sessions were conducted for Designated Persons for enabling them to identify the UPSI and comply with the PIT Regulations.

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.

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.

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.

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.

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.

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

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.

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

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.

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.

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.