Polycab India Limited — M&A Activity 2025

May 6, 2025

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Date: 06[th] May 2025

To To Department of Corporate Services Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, C-1, G-Block, Bandra-Kurla Complex Dalal Street, Mumbai, MH - 400001 Bandra (E), Mumbai, MH - 400051

Scrip Code: 542652 Scrip Symbol: POLYCAB ISIN: INE455K01017

Dear Sir(s) / Madam,

Subject: Intimation of the Scheme of Amalgamation of Uniglobus Electricals and Electronics Private Limited (‘Uniglobus’) with Polycab India Limited (‘Polycab’)

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), we wish to inform that the Board of Directors at its meeting held today i.e. 06[th] May 2025, inter alia, considered and approved the Amalgamation of Uniglobus Electricals and Electronics Private Limited (‘Wholly-owned Subsidiary’) {‘Transferor Company’} with Polycab India Limited ['Polycab’] {‘Company / Transferee Company’} on the recommendation of Audit Committee.

The Scheme of Amalgamation (‘the Scheme’) of Uniglobus and Polycab will be implemented in terms of Sections 230 to 232 of the Companies Act, 2013 (“Companies Act”) read with the rules made thereunder and Section 2(1B) and other applicable provisions of the Income-tax Act, 1961. The Scheme is subject to the receipt of approval from:

a) the requisite majority of the shareholders of the respective Transferor Companies and Transferee Company; b) Appropriate Authority (as defined in each of the Schemes);

c) such other approvals, permissions and sanctions of regulatory and other statutory or governmental authorities / quasi-judicial authorities, as may be necessary as per applicable laws.

Further, the Scheme along with the related documents / certificates will be submitted to the Stock Exchanges, as per the provisions of Regulation 37 of SEBI Listing Regulations read with the SEBI Circulars issued thereunder.

The details as required under Regulation 30 of the Listing Regulations are enclosed herewith as Annexure A.

Kindly take the same on your record.

Thanking you Yours Faithfully

For Polycab India Limited

MANITA CARMEN ALBERT GONSALVES Digitally signed by MANITA CARMEN ALBERT GONSALVES DN: c=IN, postalCode=400104, st=MAHARASHTRA, street=FLAT NO 8BUILDING NO 9PIRAMAL NAGAR S V ROADMUMBAIBESIDES PATEL PETROL PUMP 400104, l=MUMBAI, o=Personal, title=9350, serialNumber=e9923616fb581748338360a9dcca7ddbef53792338962e492591c02f91606f5f, pseudonym=935020230512111157429, 2.5.4.20=d6b37cc9b008ba4c44a5e26aead891e74cc85aea24a8e6ad4562fa78a0802a6d, email=MANITA.GONSALVES@POLYCAB.COM, cn=MANITA CARMEN ALBERT GONSALVES Date: 2025.05.06 12:37:34 +05'30'

______

Manita Carmen A. Gonsalves

Vice President Legal & Company Secretary Membership No.: A18321 Address: #29, The Ruby, 21st Floor Senapati Bapat Marg, Tulsi Pipe Road, Dadar(W), Mumbai-400028

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Registered Office:

Unit 4, Plot No 105, Halol Vadodara Road, Village Nurpura, Taluka Halol, Panchmahal, Gujarat 389 350 Tel: 2676- 227600 / 227700

Corporate Office: Polycab India Limited CIN: L31300GJ1996PLC114183 #29, The Ruby, 21[st] Floor, Senapati Bapat Marg, Tulsi Pipe Road, Dadar (West), Mumbai 400 028 Tel: +91 22 6735 1400

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Email: shares@polycab.com Web: www.polycab.com

Annexure A

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The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024 are given below:

Sr. No.	Particulars		Description	Description	Description	Description
1	Name of the entity forming part of amalgamation/merger, details in brief such as size, turnover etc.		Uniglobus Electricals and Electronics Private Limited (‘Uniglobus / Transferor’) (CIN: U31904GJ2021PTC121563) is a wholly owned subsidiary of Polycab India Limited. Uniglobus was incorporated on 24thMarch 2021 having its registered office in Gujarat. It is engaged in the business of trading and manufacturing of fast-moving electricals and electronic goods. Polycab India Limited (‘Polycab / Transferee’) (CIN: L31300GJ1996PLC114183) is a listed public company having equity shares listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. It was incorporated under the provisions of the Companies Act, 1956 and having its registered office at Unit 4, Plot No.105, Halol Vadodara Road Village Nurpura, Taluka Halol, Panchmahal, Gujarat. The Company is one of the largest manufacturer of Wires and Cables in India and is one of the fastest growing players in FMEG space. As on March 31, 2025, Revenue from operations (turnover) and net worth (audited standalone) of Uniglobus and Polycab are as follows: (₹in million) Sr No Particulars Uniglobus Polycab 1 Revenue from operations (Turnover) 1752.8 2,19,139.52 2 Net Worth (Paid-up share capital + Free Reserves) 93.5 96,634.09
			Sr No	Particulars	Uniglobus	Polycab
			1	Revenue from operations (Turnover)	1752.8	2,19,139.52
			2	Net Worth (Paid-up share capital + Free Reserves)	93.5	96,634.09
2	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”		The Scheme of amalgamation of the Transferor Company with the Transferee Company and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme” / “Amalgamation”) does not fall within the purview of related party transactions in view of General Circular No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs and since the same is subject to the sanction of the Hon’ble National Company Law Tribunal. Further, the provisions of Related Party Transactions will not apply to this transaction pursuant to Regulation 23(5)(b) of the SEBI (LODR) Regulations, 2015.

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Registered Office: Unit 4, Plot No 105, Halol Vadodara Road, Village Nurpura, Taluka Halol, Panchmahal, Gujarat 389 350 Tel: 2676- 227600 / 227700

Corporate Office: Polycab India Limited CIN: L31300GJ1996PLC114183 #29, The Ruby, 21[st] Floor, Senapati Bapat Marg, Tulsi Pipe Road, Dadar (West), Mumbai 400 028 Tel: +91 22 6735 1400 Email: shares@polycab.com Web: www.polycab.com

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Sr. No.	Particulars	Description
3	Area of business of the entity(ies)	Uniglobus initially set up as an electronics lab, has now fully developed a production line for electronics and electricals in Halol, Gujarat. The company manufactures and sells a diverse range of FMEG products such as Luminaries, LED control gears from lower wattage to higher wattage including dimmable and network- operated drivers. Product Portfolio of Uniglobus includes LED Drivers, design luminaire, BLDC Controller and Surge protection devices. Polycab is one of the largest manufacturers of Wires and Cables in India and fast growing player in the Fast Moving Electrical Goods (FMEG) space. The proposed Amalgamation will result in synergy benefits arising out of product and technology consolidation thereby reducing costs and increasing operational efficiencies and would result in optimized technology transfer, reduced costs, sharing of best practices and cross-functional learningand development.
4	Rationale for amalgamation/ merger	a) Consolidation of FMEG Products: The proposed amalgamation would ensure that the Product range offered by the Transferor company together with the technology are consolidated with the Product range of the Transferee Company. b) Synergised Operations: The proposed Amalgamation will result in synergy benefits arising out of product and technology consolidation thereby reducing costs and increasing operational efficiencies. c) Technology and R&D integration: The proposed Amalgamation will likely result in optimized technology transfer, R&D costs, sharing of best practices and cross-functional learning and development by using the Transferee Company's information technology applications and systems. d) Optimisation of resource utilisation: The amalgamation would result in greater economies of scale, reduction in various operating parameters. The amalgamation would result in utilisation of R&D expertise across various FMEG products of the Transferee Company. The amalgamation would rationalize apportioning of management, administrative and compliance costs. e) Consolidation of compliances: The proposed Amalgamation will lead to reduction in the multiplicities and duplicities of statutory, legal and regulatory compliances. The time and efforts for consolidation of financials at group level would stand reduced. f) Improved customer interaction, service and satisfaction: The proposed Amalgamation will provide easier accessibility to customers of all products of both companies and would make it easier to improve customer satisfaction and service.

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Registered Office: Unit 4, Plot No 105, Halol Vadodara Road, Village Nurpura, Taluka Halol, Panchmahal, Gujarat 389 350 Tel: 2676- 227600 / 227700

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Sr. No.	Particulars	Description
		g) Rationalization of apportioning: The proposed Amalgamation will ensure rationalizing apportioning of various costs relating to management, administrative and compliance. h) Simplifying corporate structure: The proposed Amalgamation will help in streamlining and simplifying the operating and corporate structure of the Transferee Company.
5	In case of cash consideration – amount or otherwise share exchange ratio	Uniglobus is a wholly owned subsidiary of Polycab. Upon the Scheme becoming effective, the entire paid-up share capital of Uniglobus shall stand cancelled in its entirety without being required to comply with the provisions of Section 66 of the Companies Act, 2013. The investment of Polycab in the shares of Uniglobus, appearing in the books of accounts of the Company shall, without any further act or deed, stand cancelled. Further no new shares of the Company shall be issued, nor payment shall be made in cash whatsoever by the Company in lieu of cancellation of such shares of Uniglobus.
6	Brief details of change in shareholding pattern (if any) of listed entity.	There will not be any change in the shareholding pattern of Polycab upon the scheme becoming effective

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Registered Office:

Unit 4, Plot No 105, Halol Vadodara Road, Village Nurpura, Taluka Halol, Panchmahal, Gujarat 389 350 Tel: 2676- 227600 / 227700

Corporate Office: Polycab India Limited CIN: L31300GJ1996PLC114183 #29, The Ruby, 21[st] Floor, Senapati Bapat Marg, Tulsi Pipe Road, Dadar (West), Mumbai 400 028 Tel: +91 22 6735 1400 Email: shares@polycab.com Web: www.polycab.com

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