Polycab India Ltd

To

The Members of Polycab India Limited

Your Directors take pleasure in submitting the 28^th 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 2024.

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).

Consolidated: During the year, PIL posted a consolidated turnover of H1,80,394 million rising by H 39,317 million YoY from H1,41,078 million in the previous year. The consolidated EBITDA (excluding other income) and profit after tax stood at H 24,918 million and H 18,029 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 H 14,360 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 H 1,58,922 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 H11.11 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:

• 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 ‘power for all' and the ‘integrated power development scheme' should further stimulate demand growth for cables and wires.

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

• 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.

• 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.

• 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.

Indian 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 H 18,110 million for the previous year. Standalone Profit after tax is H17,697 million as compared to H 12,690 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 H 2.02 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 ("Policy") of the Company. The Policy is available on Company's website and is accessible through weblink.

4. Change in Share Capital

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 H 10 each) on account of Amalgamation of Silvan Innovation Labs Private Limited ("Transferor Company") with Polycab India Limited ("Transferee Company") 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:

5.1. Details of Subsidiaries

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

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 H 10 each of Steel Matrix Private Limited for a purchase consideration of H 0.25 million making it a wholly owned subsidiary 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

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 (‘TRPL')

TRPL was incorporated as a Private Limited Company on 21 January 2015 under the Companies Act, 2013. Its registered office is in New Delhi, India. TRPL is engaged, inter-alia, in the business of manufacturing, exporting, importing, dealing and distributing reels, drums, pallets, packaging material made of wood/steel or any articles and its by-products.

TRPL supplies cables packing drums to PIL. The Company holds 55% equity shares in TRPL. TRPL is market leader in the line of manufacturing of Pinewood Reels in India for Cable, Wire & Wire Ropes Industries since 1961.

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

(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 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:

(iii) Polycab USA LLC (‘PULLC')

PULLC was incorporated on 27 January 2020, as a Limited Liability Company. Its registered office is situated in USA. PULLC was incorporated with the objective of 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:

(iv) 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.

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

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:

(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.

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

(vii) Uniglobus Electricals and Electronics Private Limited (‘Uniglobus')

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:

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

Steel Matrix was incorporated as a Private Limited Company on 11 November 2021 under the Companies Act, 2013. Its registered office is in Gujarat, India. Steel Matrix was incorporated with the objective of securing dependable supply of quality packing materials, improving control over the supply chain and increase the overall operating efficiencies. Steel Matrix is yet to commence its business operations.

The 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 H 2.50 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:

5.4 Amalgamation of Silvan Innovations Labs Private Limited (‘Silvan') 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 ("Scheme") 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 ("NCLT") 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 (‘KMPs'):

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 (‘NRC') 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.

(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 (‘NRC') 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.

(c) Re-appointment of Mr. R. S. Sharma as Independent Directors for second term

The Nomination and Remuneration Committee (‘NRC') 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:

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 ("IICA").

6.7 Familiarisation Programme

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

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

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 Directors' Responsibility Statement (‘DRS')

In addition to the certificate received under Regulation 17(8) of the Listing Regulations, the Director Responsibility Statement was also placed before the Audit Committee. The Audit Committee reviewed and confirmed the said DRS.

Thereafter the DRS was placed before the Board of Directors. Accordingly, the Board of Directors hereby state that: a. in the preparation of the annual accounts for the financial year ended 31 March 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.: P2014MH037400), 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 ("CSR") the Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee").

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

In terms of the provisions of Rule 8(3)(a) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘Rules'), every company having average CSR obligation of 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.

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. Company's Policy on Appointment and Remuneration of Directors

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

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 (‘the SBEB Regulations').

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

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

16. Long Term Incentive Plan

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

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

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: speakup@polycab.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.

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

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.

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.

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 "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.

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)

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 Please refer to the section on "Analyst/Institutional Investors Presentation" 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 (‘the 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;

(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.

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 ‘forward 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.