To

The Members of Polycab India Limited

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

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 ?141,078 million rising by ?19,040 million YoY from ?122,038 million in the previous year. The consolidated EBITDA (excluding other income) and profit after tax stood at ?18,429 million and ?12,823 million as against ?12,626 million and ?9,173 million in the previous year. The Company achieved several significant milestones in FY23 such as all-time high annual revenue and profitability. Overall top-line surpassed ?140 billion clocking 15.8% CAGR in last 5 years. International business too clocked an all-time high sale of T13.8 billion, making Polycab one of the largest exporter of wires and cables in India. Fast Moving Electrical Goods (FMEG ) business was stead above the ?12 billion mark. The Company also churned out record cash with negligible debt levels.

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

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

Wires and Cables revenue grew strongly by 17% YoY to ?125,369 million, accounting for 89% of total sales in FY23. The growth was primarily driven by a substantial increase in volume sales, supported by both internal and external factors. The Company's relentless focus on execution, proactive investments in brand building, customer centricity, pricing actions, and digitalization

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

The Company's international business saw robust growth of -50% to ?13,835 million, contributing to 9.8% of the Company's total revenues as against 7.6% last year. The Company has received good amount of business from regions such as USA, Europe, Asia, Australia, Africa and Middle East. During the year, the company has expanded its global footprint to 70 countries. With tremendous increase in spends globally in sectors such as Renewables, Oil & Gas and Infrastructure, the Company is poised to grow its the international business further, strengthening its foothold in various international markets.

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

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

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

India's growth story is currently at a turning point, with the country uniquely positioned among large economies. One of its major strengths lies in its large and growing middle class, which serves as a significant consumer base, driving demand and economic growth. Additionally, India boasts a young working-age population, providing a demographic advantage that can contribute to sustained economic development and productivity. Furthermore, the government's continued focus on infrastructure, through an increase in budgetary allocation to an all-time high of ?10 trillion at 3.3% of GDP, augurs well for the cables industry. This is a clear indication of the government's commitment to building world-class infrastructure and creating a conducive environment for businesses to thrive. With an allocation of ?350 billion for priority capital investments towards net-zero transition and energy security, India is poised to harness the potential of renewable energy sources. The replacement of fossil fuels with renewable power is expected to generate substantial demand for wires and cables. These cables will play a crucial role in distributing electricity over longer distances from dispersed wind and solar farms to households and factories that consume it. This presents a significant opportunity for the wires and cables industry to contribute to India's transition to a sustainable energy future. Further, the residential

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

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

Standalone:

On standalone basis, we have recorded a growth in turnover of 15% YoY from ?120,979 million to ?139,116 million in FY 23. The EBITDA is ?18,111 million as against ?12,400 million for the previous year. Standalone Profit after tax is ?12,716 million as compared to ?9,313 million of the preceding year.

2. Transfer to Reserves

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

3. Dividend

The Board of Directors at their meeting held on 12 May 2023, have recommended a Dividend @ ?20/- (200%)

per equity share of the face value of ?10/- each for the financial year 31 March 2023 subject to approval of the members of the Company at the ensuing Annual General Meeting. The total cash out flow on account of payment of Dividend would be approximately ?2,995.30 million. The members whose names appear as Beneficial Owners as at the end of the business hours on Wednesday, 21 June 2023 (Record date) will be eligible for receipt of dividend.

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

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

4. Change in Share Capital

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

5. Subsidiaries, Joint Ventures & Associates:

Subsidiaries

5.1. Details of Subsidiaries

As on 31 March 2023, the Company had 9 (Nine) Subsidiaries as detailed below:

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 pursuanttothe provisions of Section 136 of the Act and also available on 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, having its registered office in New Delhi, India. TRPL is engaged, inter-alia, in the business of manufacturing, exporting, importing, dealing and distributing the reels, drums, pallets, packaging material made of wood, steel or any articles and its by-products. TRPL supplies cables packing drums to PIL. The Company holds 55% equity shares in TRPL.

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

(ii) Dowells Cable Accessories Pvt. Ltd (‘Dowells')

Dowells was incorporated as a Private Limited Company on 01 December 2015 under the Companies Act, 2013, having its registered office in Maharashtra, India. Dowells is engaged, inter-alia, in the business of manufacturing, trading and exporting of cable terminals, connectors, cable glands, crimping system and accessories since 1961. The Company holds 60% equity shares in Dowells.

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

(iii) Silvan Innovation Labs Private Limited (‘Silvan')

On 18 June 2021, the Company acquired 100% shareholding of Silvan at a consideration of ?102 million with an objective to augment the Company's Internet of Things (loT) based home automation and office automation solutions for expanding the potential addressable market in FMEG space in line with strategy to address evolving consumer needs through innovative solutions. The Company holds 100% equity shares in Silvan.

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

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

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

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

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

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

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

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

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

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

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

Polycab Australia Pty. Ltd. was incorporated as a wholly- owned Subsidiary on 1 July 2020 having its registered office in Australia. PAPL is involved in a business of trading of electrical cables and wires, optical fibre cables and consumer electrical goods. The Company holds 100% equity shares in PAPL.

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

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

Polycab Support Force Private Limited was incorporated as a wholly-owned subsidiary on 13 March 2021 having its registered office in Gujarat, India. PSFPL is engaged in the business of staffing solution. The objective of incorporating PSFPL is to provide manpower support to the Company and other group companies. The Company holds 100% equity shares in PSFPL.

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

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

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

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

(vii) Polycab USA LLC (‘PULLC')

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

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

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

PEEPLwas 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.

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

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

5.3 Financial Performance of Joint Venture

Techno Electromech Private Limited (‘TEPL')

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

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

5.4 Associate

The Company does not have any Associate Company.

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

6.1 Appointment of Executive Director

Appointment of Mr. Gandharv Tongia as Executive Director

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

6.2 Appointment of Independent Directors

a) Appointment of Mrs. Manju Agarwal as Independent Director

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

b) Appointment of Mr. Bhaskar Sharma as Independent Director

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

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

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

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

I. Mr.T. P.Ostwal

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

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

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

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

II. Mr. R. S. Sharma

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

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

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

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

6.3 Key Managerial Personnel (KMP)

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

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

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

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

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

6.4 Directors retiring by rotation

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

6.5 Meetings of the Board of Directors

The Meetings of the Board and its Committees are held at regular intervals to review, discuss deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. The schedule of the Board / Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for ensuring attendance and effective participation in the meetings. During the year, 4 Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of the Annual Report. The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Act. The Directors had attended all the Meetings of the Board and its Committees held during the financial year 2022-23.

The composition of the Board and otherdetails relating to the Meetings of the Board & its Committee(s) have been provided in the Corporate Governance Report.

6.6 Declaration by Independent Directors

The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("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 familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiaries business strategy, factory visit, CSR site visit, Amendments in law and Company's codes & policies.

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

6.8 Separate Meeting of Independent Directors

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

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

6.9 Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations the Board at its meeting held on 12 May 2023 had conducted annual performance evaluation of

its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The details of performance evaluation have been mentioned in the Corporate Governance Report.

6.10 Committees of the Board

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

a) Audit Committee:

b) Nomination and Remuneration Committee;

c) Stakeholders' Relationship Committee;

d) Corporate Social Responsibility & ESG Committee; and

e) Risk Management Committee.

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

Audit Committee

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

iW.e.f. 12 May 2023

The Committee comprises of majority of Independent Directors.

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

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 2023, the applicable accounting standards had been followed and there were no material departures.

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2023 and of the profit of the Company for the year ended as on that date;

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

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

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

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

7. Auditors and their 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 2023-2024. Further, they have confirmed their eligibility under Section 141 of the Act and the

Rules framed thereunder. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Auditors' Report on Standalone and Consolidated Financial Statements for the financial year 2022-23 issued by B S R & Co. LLP Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark. Further, the Company has obtained a certificate on Corporate Governance from B S R & Co. LLP, Chartered Accountants, certifying the compliances with the conditions of Corporate Governance as stipulated under Listing Regulations.

7.2 Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, appointed R. Nanabhoy & Co., Cost Accountants (Firm Registration No: 000010), as the Cost Auditors of the Company for the financial year 2023-24 under Section 148 of the Companies Act, 2013. R. Nanabhoy & Co, Cost Auditors have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors are required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to R. Nanabhoy & Co; Cost Auditors forms part of the AGM Notice.

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

7.3 Secretarial Auditors

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

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

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

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

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

The CSR Obligation for the financial year 2022-23 was T213.33 million and the Company had spent T224.79 million for carrying out the CSR projects. Further, during the year under review, the Company had spent T38.38 million on On-going CSR projects for FY 2020-21.

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

9. Risk Management

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

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

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

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

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

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

11. Particulars of Contracts or Arrangements with Related Parties

Your Company has formulated a policy on Related party transactions which is available on Company's website and accessible through weblink. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature. The related party transactions for the financial year are insignificant in Commensurate with the turnover of the Company.

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.

12. Annual Return

The Annual Return of the Company as on 31 March 2023, in form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Company's website and accessible through weblink.

13. Particulars of Employees

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

In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure [F] to this report.

14. 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 comprising of sitting fees and commission in accordance with the provisions of Act is proposed for the approval of the members.

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

15. Employees Stock Option Schemes (ESOP)

The Company has following ESOP Schemes:

a) Polycab Employee Stock Option Performance Scheme 2018; and

b) Polycab Employee Stock Option Privilege Scheme 2018.

During financial year 2022-23, there had been no change in the Employee Stock Option Schemes of the Company. The ESOP Scheme(s) is in compliance with SEBI (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘the SBEB Regulations').

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

16. Credit Ratings

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

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

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

18. Research and Development

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

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

The Company is committed to highest standards of ethical, moral, compliance and legal conduct of its business. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standard of responsibility, professionalism, honesty and integrity, the Company has Whistle-Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Act and Regulation 22 of the Listing Regulations, and

encourages complaints / grievances to be registered at designated e-mail id: 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.

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

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

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women

at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). This policy applies to all employees full-time, 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, one complaint of sexual harassment was lodged with the Company and it was enquired by the Internal Committee and disposed as per the provisions of POSH Act. To build awareness in this area, the Company has been conducting induction/refresher programmes in the organisation on a continuous basis. During the year, the Company organised online training sessions on the topics of POSH for the employees.

21. Investor Education and Protection Fund

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

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

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 Sixth Annual General Meeting held on 29 June 2022) have been uploaded on Company's website and accessible through weblink. The members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company's Registrar and Share Transfer Agent i.e. KFin Technologies Limited at einward.ris@kfintech.com.

22. Corporate Governance and Business Responsibility and Sustainability Report

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

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

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.

23. Environmental, Social and Governance (ESG)

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.

24. Management Discussion and Analysis Report

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

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

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

26. Adequacy of Internal Financial Controls

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

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

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

28. General

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

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

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

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

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

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

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

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

h) fraud reported by Statutory Auditors; and

i) change of nature of business.

29. Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations, may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

30. Acknowledgments

The Directors 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 levelsfor their hard work, solidarity, cooperation and support.