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Polycab India Limited Proxy Solicitation & Information Statement 2026

Jun 8, 2026

61384_rns_2026-06-08_b35956fe-fe3f-412c-a03d-3544118373f5.pdf

Proxy Solicitation & Information Statement

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POLYCAB

Date: June 08, 2026

To
Department of Corporate Services
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai, MH - 400001

To
Listing Department
National Stock Exchange of India Limited
C-1, G-Block, Bandra-Kurla Complex
Bandra (E), Mumbai, MH - 400051

Scrip Code: 542652 Scrip Symbol: POLYCAB
ISIN: INE455K01017

Dear Sir(s) / Madam(s),

Sub: Submission of AGM Notice for the Financial Year 2025-26

Pursuant to Regulation 30 and 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the 30th Annual General Meeting (AGM) Notice of the Company along with Integrated Annual Report.

The 30th Annual General Meeting (AGM) of the Company will be held on Tuesday, June 30, 2026 at 09:00 a.m. (IST) through Video Conferencing / Other Audio Visual means (VC/OAVM).

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members with the remote e-voting facility to cast their votes electronically on the resolutions mentioned in the AGM Notice using the electronic voting platform provided by National Securities Depository Limited (NSDL). The voting rights of members shall be in proportion to the shares held by them, as on the cut-off date i.e. Tuesday, June 23, 2026.

The remote e-voting period commences on Saturday, June 27, 2026 at 09:00 a.m. (IST) and ends on Monday, June 29, 2026 at 05:00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. In addition, the facility for voting through electronic voting system shall also be made available at the AGM and the members participating in AGM through VC/OAVM, who have not already cast their vote by remote e-voting shall be able to exercise their rights in the meeting.

The Integrated Annual Report containing the AGM Notice is also uploaded on the Company's website viz. www.polycab.com.

Kindly take the same on your record.

Thanking you
Yours Faithfully

For Polycab India Limited

MANITA
CARMEN ALBERT
GONSALVES

img-0.jpeg

Manita Carmen A. Gonsalves
Vice President-Legal and Company Secretary
Membership No.: A18321
Address: #29, The Ruby, 21st Floor, Senapati Bapat Marg,
Tulsi Pipe Road, Dadar (West), Mumbai, MH-400028

POLYCAB INDIA LIMITED

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, 21st Floor, Senapati Bapat Marg,

Tulsi Pipe Road, Dadar (West), Mumbai 400 028
Tel: +91 22 6735 1400
Email: [email protected]
Web: www.polycab.com


NOTICE

Notice

30^{\text{th}}
Annual General Meeting

Notice is hereby given that the 30th Annual General Meeting of the Members of Polycab India Limited will be held on Tuesday, 30 June 2026 at 09:00 A.M. through Video Conferencing ('VC') / Other Audio-Visual Means ('OAVM') to transact the following businesses:

ORDINARY BUSINESS:

1. Adoption of Audited Standalone Financial Statements

To receive, consider and adopt the Audited Standalone Financial Statements for the financial year ended 31 March 2026, together with the reports of the Board of Directors and Auditors thereon and if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended 31 March 2026, along with the reports of the Board of Directors and Auditors thereon, as circulated to the Members be and are hereby received, considered and adopted."

2. Adoption of Audited Consolidated Financial Statements

To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended 31 March 2026, together with the report of the Auditors thereon and if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended 31 March 2026, along with the reports of Auditors thereon, as circulated to the Members be and are hereby received, considered and adopted."

3. Declaration of Dividend

To declare a Dividend of ₹ 47/- per equity share of face value of ₹ 10/- each for the financial year ended 31 March 2026 and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT a Dividend of ₹ 47/- (Rupees Forty Seven only) per equity share on fully paid-up Equity Shares of face value of ₹ 10/- (Rupees Ten only) each, as recommended by the Board of Directors of the Company, be and is hereby declared for payment for the financial year ended 31 March 2026, and the same be distributed out of the profits of the Company to those Members whose names appear in the Register of Members as at the close of business hours on Friday, 19 June 2026."

4. Re-appointment of Mr. Vijay Pratap Pandey (DIN:07434880) as Director liable to retire by rotation

To appoint a director in place of Mr. Vijay Pratap Pandey (DIN:07434880), Executive Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment, and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Vijay Pratap Pandey (DIN: 07434880), Executive Director of the Company, who retires by rotation at this meeting and being eligible offers himself for re-appointment, be and is hereby re-appointed as Director of the Company who shall be liable to retire by rotation in accordance with Companies Act, 2013."

SPECIAL BUSINESS:

5. Ratification of remuneration payable to R. Nanabhoy & Co., Cost Accountants, as Cost Auditors for the Financial Year ending 31 March 2027

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force),

Polycab India Limited / Integrated Annual Report 2025-26


0 0

NOTICE

the Members of the Company hereby ratify the remuneration of ₹ 1.40 million plus applicable taxes and out of pocket expenses at actuals, if any, payable to R. Nanabhoy & Co., Cost Accountants who have been appointed by the Board of Directors on the recommendation of the Audit Committee, as 'Cost Auditors' of the Company to conduct 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 ending 31 March 2027.

RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board be and is hereby authorised to undertake all such other acts, deeds, things and matters and give all such directions, as it may in its discretion deem necessary, proper or expedient to give effect to this resolution."

By Order of the Board of Directors of Polycab India Limited

Manita Carmen A. Gonsalves
Vice President - Legal and Company Secretary
M. No.: A18321
Place: Mumbai
Date: 06 May 2026

Corporate Office: #29, The Ruby, 21st Floor,
Senapati Bapat Marg
Tulsi Pipe Road, Dadar (West), Mumbai,
Maharashtra-400028
Phone No.: +91 22 6735 1400;
Website: www.polycab.com

NOTES:

  1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Ordinary and Special Business under Item No. 1 to 5 be transacted at the Annual General Meeting ("AGM") is annexed hereto.
  2. Details as required in Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations") in respect of the Director seeking re-appointment at the AGM is provided under Item No. 4 forming part of this Notice.
  3. BOOK CLOSURE: Pursuant to Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management and Administration) Rules, 2014 read with Regulation 42 of the SEBI Listing Regulations, the Register of Members and Transfer Books of the Company will be closed from Saturday, 20 June 2026, to Tuesday, 30 June 2026, (both days inclusive) for the purpose of Dividend and AGM.
  4. The Ministry of Corporate Affairs ("MCA") has vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated 13 April 2020, in relation to "Clarification on passing of ordinary resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19", General Circular Nos. 20/2020 dated 5 May 2020, 10/2022 dated 28 December 2022, 09/2024 dated 19 September 2024 and subsequent circulars issued in this regard, the latest being general Circular no. 3/2025 dated 22 September 2025 in relation to "Clarification on holding of AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM)", (collectively referred to as "MCA Circulars") permitted the holding of the AGM through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with MCA Circulars, the AGM of the Company is being held through VC/OAVM. The registered office of the Company shall be deemed to be the venue for the AGM.

  5. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with.

  6. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map of AGM are not annexed to this Notice.
  7. Institutional/ Corporate Members are required to send a scanned copy (pdf/jpg format) of its Board or governing body resolution / Authorization letter etc. authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said resolution / authorization shall be sent to the scrutinizer by e-mail through its registered e-mail address: [email protected].
  8. Dispatch of AGM Notice and Integrated Annual Report through electronic mode: In compliance with the aforesaid MCA Circulars and SEBI Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated January 30, 2026, Notice of AGM and Annual Report along with login details for joining the AGM through VC / OAVM facility including e-voting are being sent in electronic mode to Members whose e-mail address is registered with the depository participant(s). A letter providing the web-link for accessing the Notice of AGM and Annual Report, including the exact path, will be sent to those Members who have not registered their email address with the Company or DP or RTA. The Notice can be accessed from the websites of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on website of NSDL i.e. www.evoting.nsdl.com. Members who have not registered their e-mail address are requested to register the same with their respective depository participant(s).

Polycab India Limited / Integrated Annual Report 2025-26


NOTICE

In case of any assistance, the Members are requested to write an email to Kfin at [email protected]. However, the members of the Company may request physical copy of the Notice and Annual Report from the Company by sending a request at [email protected] in case they wish to obtain the same.

  1. Dividend: The Dividend, as recommended by the Board of Directors, if approved at the AGM, would be paid subject to deduction of tax at source, as may be applicable, on or after Tuesday, 30 June 2026.

(a) whose names appear as Beneficial Owners as at the end of the business hours on Friday, 19 June 2026 (Record date) in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form; and
(b) In physical mode, if their name appears in the Company's Register of Members as on Friday, 19 June 2026.

TDS on Dividend: In accordance with the provisions of the Income Tax Act, 2025 ('the Act'), dividend paid on or after 01 April 2020, is taxable in the hands of Members and the Company is required to deduct tax at source ('TDS') from dividend paid to the Members at the applicable rates.

TDS rates that are applicable to Members depend upon their residential status and classification as per the provisions of the Act. The Company will therefore deduct tax at source at the time of payment of dividend, at rates based on the category of Members and subject to fulfilment of conditions as provided herein below:

For Resident Members:

Tax will be deducted at source under Section 393(1) [Table: Sl. No. 7] of the Act @ 10% on the amount of dividend payable, unless exempt under any of the provisions of the Act. However, in case of Individuals,

TDS would not apply if the aggregate of total dividend paid to them by the Company during the financial year does not exceed ₹ 10,000/-.

No TDS will be deducted in cases where a member provides Form 121 (including individual above the age of 60 years), provided that the eligibility conditions as prescribed under the Act are met (click here to download the Form 121). Please note that all fields mentioned in the forms are mandatory and the Company will not be able to accept the forms submitted, if not filled correctly.

NIL / lower tax will be deducted on dividend payable to the following categories of resident Members, on submission of self-declaration:

  • Insurance companies: Documentary evidence to prove that the Insurance company qualify as Insurer in terms of the provisions of Section 2(7A) of the Insurance Act, 1938 along with self-attested copy of Permanent Account Number ('PAN') Card.
  • Mutual Funds: Documentary evidence to prove that the mutual fund is a mutual fund specified in Schedule VII (Table: Sl. No. 20 or 21) of the Act and is eligible for exemption, along with self-attested copy of the registration documents and PAN Card.
  • Alternative Investment Fund (AIF) established in India: Documentary evidence to prove that AIF is a fund eligible for exemption Schedule V (Table: Sl. No. 1) of the Act and that they are established as Category I or Category II AIF under the Securities and Exchange Board of India (Alternative Investment Fund) Regulations, 2012, made under the Securities and Exchange Board of India Act, 1992 (15 of 1992). Copy of self-attested registration documents and PAN card should also be provided.
  • National Pension System Trust & other Members: Declaration along with self-attested copy of documentary evidence supporting the exemption and self-attested copy of PAN Card.

Members who have provided a valid certificate issued u/s 197/395(1) of the Act for lower / nil rate of deduction or an exemption certificate issued by the income tax authorities.

Please also note that in accordance with the provisions of the Act Members are requested to ensure that a valid PAN is furnished to the Company to enable deduction of tax at the applicable rates prescribed under the Act. In case of failure, tax shall be deducted @20% as per section 397(2) of the Act.

For Non-Resident Members (including Foreign Institutional Investors and Foreign Portfolio Investors):

  • Tax is required to be withheld in accordance with the provisions of Sections 393(2) [Table Sl. No. 15 & 17] of the Act @ 20% (plus applicable surcharge and cess) on the amount of dividend payable.
  • In case, Non-Resident Shareholders provide a certificate issued under Section 395(1) of the Act, for lower/ Nil withholding of taxes, rate specified in the said certificate shall be considered, on submission of self-attested copy of the same.
  • As per section 159 of the Act, a non-resident member has an option to be governed by the provisions of the Double Taxation Avoidance Agreement ('DTAA') between India and the country of tax residence of the member, if such DTAA provisions are more beneficial to such member. To avail the DTAA benefits, the non-resident member will have to provide the following documents:

  • Self-attested copy of PAN, if any, allotted by the Indian tax authorities. In case of non-availability of PAN, the non-resident Shareholder shall furnish (a) name, (b) email ID, (c) contact number, (d) address in residency country, (e) Tax Identification Number of the residency country

Polycab India Limited / Integrated Annual Report 2025-26


0010

NOTICE

  • Self-attested copy of valid Tax Residency Certificate ("TRC") (For Tax Year (TY) 01 April 2026 to 31 March 2027) issued by the tax authorities of the country of which shareholder is tax resident, evidencing and certifying shareholder's tax residency status.
  • E-filed Form 41 (filed electronically on the Indian Income Tax web portal pursuant to Notification no. 03/2022 dated 16 July 2022) valid for the period April 2026 to March 2027.
  • Self-declaration by member of meeting treaty eligibility requirement and satisfying beneficial ownership requirement. (For TY 01 April 2026 to 31 March 2027).
  • In case of Foreign Institutional Investors and Foreign Portfolio Investors copy of SEBI registration certificate.
  • In case of member being tax resident of Singapore, please furnish the letter issued by the competent authority or any other evidence demonstrating the non- applicability of Article 24-Limitation of Relief under India-Singapore DTAA.

Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by the Non-resident member and meeting the requirements of the Act, read with the applicable DTAA. In absence of the same, the Company will not be able to apply the beneficial DTAA rates at the time of deducting tax on dividend.

Transferring credit to the beneficial owner

In cases where the member is merely a custodian of the shares and, accordingly, not the beneficial owner of the dividend payable in respect thereof, then, in order to effect TDS to the credit of the beneficial owner of dividend income, the member may provide a declaration prescribed by Rule 203 of the Income-tax Rules, 2026. The aforesaid declaration shall contain:

i. Name, address, PAN and residential status of the person to whom credit is to be given;
ii. Payment in relation to which credit is to be given; and
iii. The reason for giving credit to such person.

The above declaration must be provided on or before 05:00 p.m. on Thursday, 18 June 2026. Please note that no application under Rule 203 would be considered in the absence of the aforesaid details and necessary declarations prescribed under the Income Tax Act 2025 is lodged with the Company. No communication on the tax determination/ deduction shall be entertained after the above time limit.

To summarise, dividend will be paid after deducting tax at source as under:

i. Nil for resident individual Members receiving dividend from the Company upto ₹10,000 during financial year.
ii. Nil for resident individual Members in cases where duly filled up and signed Form 121 (as applicable) along with self-attested copy of the PAN card is submitted.
iii. 10% for other resident Members in case copy of valid PAN is provided/available.
iv. 20% for resident Members in case of copy of invalid PAN is provided.
v. TDS rate will be determined based on documents submitted by the non-resident Members.
vi. 20% (plus applicable surcharge and cess) for non-resident Members in case the relevant documents are not submitted.

vii. Lower/ NIL TDS on submission of self-attested copy of the valid certificate issued under Section 197 of the Act.

In terms of Rule 203 of the Income Tax Rules 2026, if dividend income on which tax has been deducted at source is assessable in the hands of a person other than the deducted, then such deducted should file declaration with Company in the manner prescribed in the Rules.

For all Members:

In order to enable the Company to determine the appropriate tax rate at which tax has to be deducted at source under the respective provisions of the Act we request you to provide the above-mentioned details and documents as applicable to the member on or before Thursday, 18 June 2026. The dividend will be paid after deduction of tax at source as determined based on the aforementioned documents provided by the respective Members as applicable to them and being found satisfactory.

Members may note that in case the tax on said dividend is deducted at a higher rate in absence of receipt of the aforementioned details/documents from you or due to defect in any of the aforementioned details/documents, option is available to you to file the return of income as per Act and claim an appropriate refund of the excess tax deducted, if eligible. No claim shall lie against the Company for such taxes deducted.

Kindly note that the aforementioned documents should be uploaded with Kfin at https://ris.kfintech.com/clientservices/investors/taxforms.aspx, on or before Thursday, 18 June 2026 or emailed to [email protected]. No communication on the tax determination / deduction shall be entertained thereafter.

Polycab India Limited / Integrated Annual Report 2025-26


NOTICE

UPDATION OF PAN, EMAIL ADDRESS AND OTHER DETAILS:

All the Members are requested to update the residential status, registered email address, mobile number, category and other details with their relevant depositories through their depository participants, if the shareholding is in demat form or with the Company, if the shareholding is held in physical form, as may be applicable. The Company is obligated to deduct TDS based on the records made available by National Securities Depository Limited or Central Depository Services (India) Limited (collectively referred to as "the Depositories") in case of shares held in demat mode and from the Company record in case of shares held in physical mode and no request will be entertained for revision of TDS return.

UPDATE OF BANK ACCOUNT DETAILS:

In order to facilitate receipt of dividend directly in your bank account, we request you to submit / update your bank account details with your Depository Participant, in case you are holding shares in the electronic form. In case your shareholding is in the physical form, you may submit the name and bank account details of the first shareholder along with a cancelled cheque leaf with your name and bank account details and a duly self-attested copy of your PAN card, with Registered Office of the Company. In case the cancelled cheque leaf does not bear your name, please attach a copy of the bank pass-book statement, duly self-attested.

Disclaimer: This Communication is not to be treated as advice from the Company or its affiliates or Kfin. Members should obtain the tax advice related to their tax matters from a tax professional.

  1. E-VOTING: Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and

Regulation 44 of SEBI Listing Regulations, the Company is pleased to provide the facility to Members to exercise their right to vote on the resolutions proposed to be passed at AGM by electronic means. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Tuesday, 23 June 2026 (cut-off date) are entitled to vote on the resolutions set forth in this Notice.

  1. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as on the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

  2. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a Member as on cut-off date should treat this Notice for information purpose only.

  3. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

  4. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

  5. Members who are present in the meeting through VC/OAVM and have not casted their vote on resolutions through remote e-voting, shall be allowed to vote through e-voting system during the meeting.

  6. Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again.

  7. Information regarding Scrutinizer and declaration of voting results:

The Company has appointed BNP & Associates, Company Secretaries to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner. The Members desiring to vote through remote e-voting are requested to refer to the detailed procedure given hereinafter.

  1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

  2. The result declared along with the scrutinizer's report shall be placed on the Company's website www.polycab.com under the head "Investor – Latest updates" after the result is declared by the Chairman or a person authorised by him in writing. The same shall be communicated by the Company to the stock exchanges i.e., BSE Limited and National Stock Exchange of India Limited, within two working days of the conclusion of the AGM.

  3. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

  4. INSPECTION OF DOCUMENTS: The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013, Register of Contracts or arrangements in which Directors are interested under Section 189 of the Companies Act, 2013 and all material documents referred in the accompanying Notice and the Explanatory Statement will be available for inspection in electronic mode. Members can inspect the same by sending an e-mail to [email protected].

Polycab India Limited / Integrated Annual Report 2025-26


0010

NOTICE

  1. The Securities and Exchange Board of India (SEBI) vide its circular dated 20 April 2018, has mandated registration of PAN and Bank Account Details for all securities holders. Members holding shares in physical form are therefore, requested to submit their PAN and Bank Account details to Kfin by sending a duly signed letter along with self-attested copy of PAN Card and original cancelled cheque. The original cancelled cheque should bear the name of the Member. In the alternative Members are requested to submit a copy of bank passbook/statement attested by the bank. Members holding shares in demat form are requested to submit the aforesaid information to their respective Depository Participant.

  2. As per Regulation 12 of the SEBI Listing Regulations, read with Schedule I thereto, it is mandatory for all companies to use the bank details furnished by investors for the distribution of dividends, interest, redemption, or repayment amounts exclusively through electronic mode with effect from November 18, 2025. Accordingly, payment through dividend warrants or cheques has been discontinued.

Payment shall be made subject to:

  • Folio being KYC compliant, i.e., PAN, contact details including Mobile No., bank account details and specimen signature are registered with the RTA (for members holding shares in physical form)
  • Updating of bank details with DPs (for members holding shares in dematerialized form)

[SEBI Master Circular no. SEBI/HO/38/13/(4)2026-MIRSDPOD/I/4298/2026 dated 06 February 2026 read with SEBI Listing Regulations]

  1. Members who have not registered their e-mail addresses, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, circulars etc. from the Company electronically.

  2. As per Section 72 of the Act, members holding shares in physical mode may submit their nomination by submitting SH-13 which can be downloaded from the Company's website at https://www.polycab.com/investors members holding shares in demat mode may contact their respective DPs to update the nomination.

  3. Members are requested to note that, Dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). The shares in respect of such unclaimed Dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their Dividends from the Company, within the stipulated timeline. During the year under review there is no amount, which is required to be transferred to IEPF as per provisions of Section 124(2) of the Companies Act, 2013. Members are requested to the Integrated Annual Report for the details of unpaid dividend due for transfer to IEPF.

  4. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from 01 April 2019, Further provided that request received for transmission or transposition of securities in physical or dematerialised form shall be effected only in dematerialised form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their

holdings to dematerialized form. Members can contact the Company at their Corporate office address at: #29, The Ruby, 21st Floor, Senapati Bapat Marg, Tulsi Pipe Road, (Dadar West), Mumbai, Maharashtra - 400028, Phone Nos: +91 22 67351400 Email: [email protected]

or the Company's Registrar and Transfer Agent, KFin Technologies Ltd, at their Registered office Karvy Selenium, Tower B Plot 31-32, Gachibowli Financial District Nanakramguda, Hyderabad, Telangana - 500032(RTA), Telephone:+91 40 6716 2222 Email: [email protected] or refer FAQs available on RTA's website for assistance in this regard.

  1. Instructions for e-voting and joining the AGM are as follows:

How do I vote electronically using NSDL e-Voting system?

The remote e-voting period will commence at 09:00 a.m. on Saturday, 27 June 2026, and will end at 05:00 p.m. on Monday, 29 June 2026. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e., Tuesday, 23 June 2026, may cast their vote electronically. The voting right of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, 23 June 2026. The results of the Voting shall be announced on or before Thursday, 02 July 2026, and shall also be displayed on the Company's website www.polycab.com and on the website of NSDL, besides communicating to the stock exchanges, where the Company's equity shares are listed.

Polycab India Limited / Integrated Annual Report 2025-26


NOTICE

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 09 December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility, upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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  1. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

  2. Now, you will have to click on "Login" button.

  3. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system

How to cast your vote electronically and join General Meeting on NSDL e-Voting system

  1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.

  2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

  5. Upon confirmation, the message "Vote cast successfully" will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members

  1. Institutional members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI

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etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

  2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Rimpa Bag at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method

explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

  1. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated 09 December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members who will be present in the AGM through VC/OAVM facility and have not casted their vote on the resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number at [email protected]. The Speaker Registration will open from Thursday, 25 June 2026 (09:00 a.m. IST)

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to Friday, 26 June 2026 (till 05:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views / ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

  1. Members seeking any information with regard to the accounts or any matter to be placed at the 30 AGM, are requested to write to the Company on or before Friday, 26 June 2026 through e-mail on [email protected]. The same will be replied by the Company suitably.

  2. Facility of joining the AGM through VC / OAVM shall be available 30 minutes before and after the scheduled time of the commencement of AGM by following the procedure mentioned in the Notice.

  3. Members who need assistance before or during the AGM, can contact NSDL on [email protected] / or on toll free no. 022-48867000.

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

Item Number 1 & 2:

Adoption of Audited Standalone and Consolidated Financial Statements

In terms of Section 129, 133 of the Companies Act 2013, the Board based on recommendation of Audit Committee has adopted the Audited Standalone and Consolidated Financial Statements for FY 2025-26 at its meeting held on 06 May 2026. The Audited Standalone and Consolidated Financial Statements show true statement and represent a true and fair view of the Company's affairs, the Company submits its Standalone and Consolidated Financial Statements for FY 2025-26 for adoption by members at the AGM.

The Company hereby confirms that during the financial year, Standalone and Consolidated Financial Statements have:

a) no change in accounting policies;
b) no trade receivable from related party has been written-off;
c) no fraud has been reported by the Statutory Auditors; and
d) sufficient Cash Flow / Cash Equivalents.

The Auditors' Report on Standalone and Consolidated Financial Statements for the financial year 2025-26 issued by BSR & Co. LLP Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark.

The Financial Statements of Subsidiaries are placed on Company's website and accessible through weblink.

The Standalone and Consolidated Financial Statements of the Company along with the reports of the Board and Auditors thereon have been sent to the members on their registered email address and uploaded on the website of the Company, i.e. www.polycab.com, under the 'Investors' section.

None of the Directors, Key Managerial Personnel of the Company or their relatives are deemed to be interested or concerned, financially or otherwise in the said resolution except to the extent of their shareholding in the Company.

The Board recommends the passing of resolution set out at Item Number 1 and 2 for approval of the Members as an ordinary resolution.

Item Number 3:

Declaration of Dividend

In accordance with Dividend Distribution Policy of the Company, the Board recommended dividend of ₹ 47/- (Rupees Forty Seven only) (470%) per equity share of 10/- (Rupees Ten) each for the financial year ended 31 March 2026.

While recommending the dividend, the Board of Directors has taken into consideration various parameters such as profits earned during the financial year, retained earnings, earnings outlook for next three to five years, fund requirements for future investments for growth and expected future capital / liquidity requirements.

For shares held in dematerialized form, the dividend shall be paid to those members whose names appear as beneficial owners based on the details provided by the depositories as at the close of business hours on Friday, 19 June 2026.

The dividend, as recommended by the Board of Directors, if approved at the AGM, will be paid, subject to deduction of tax at source ("TDS") as applicable, on or after Tuesday, 30 June 2026, to those members whose names appear as beneficial owners as at the close of business hours on Friday, 19 June 2026 (Record Date), in the list to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of shares held in electronic form, and to those members holding shares in physical form whose names appear in the Register of Members of the Company as on the Record Date.

None of the Directors, Key Managerial Personnel of the Company or their relatives are deemed to be interested or concerned, financially or otherwise in the said resolution except to the extent of their shareholding in the Company.

The Board recommends the passing of resolution set out at Item Number 3 for approval of the Members as an ordinary resolution.

Item Number 4

Re-appointment of Mr. Vijay Pratap Pandey (DIN:07434880) as Director liable to retire by rotation.

In terms of the provisions of Section 152 of the Companies Act, 2013 at least two third of the total number of directors, shall be liable to retire by rotation, out of which at least one-third of the total number of such directors shall retire at every AGM. In compliance with this requirement, Mr. Vijay Pratap

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Pandey, Executive Director would be retiring at the AGM and being eligible, has offered himself for re-appointment.

Mr. Pandey, aged 63 years, had graduated in Mechanical Engineering and was also MBA (Finance). He had an illustrious career spanning over 43 years, entirely within Cable & Wire Industry. Mr. Pandey had been associated with the Company since April 2013. He was instrumental in fast-paced expansion & digitization of factory operations and streamlining of processes. Polycab's cable & wire business has grown >3x during his tenure. In his present role as President - Manufacturing, he was leading manufacturing operations of the cable business at Halol, encompassing functional, administrative, financial and technical aspects. He is a strong advocate of tech induced productivity & cost efficiencies and is currently driving automation in plant supply planning function.

His strategic approach has enabled him to effectively lead Polycab Excellence Office and direct planning & execution of critical capex projects (e.g., EHV and Exports cable plant). He also chairs various HSE committees, such as, Health, & Safety, Legal & Compliances, Security, 5S and other staff welfare committees.

Mr. Vijay Pratap Pandey has exemplary leadership skills. He has a proven track record of leading teams with integrity and fostering a collaborative work environment. His ability to motivate and guide his team members has been influential in achieving our organizational goals.

Prior to Polycab, Mr. Vijay Pandey was associated with notable Cable & Wire companies such as Havells India Ltd, Gulf Cable Co. (Kuwait), Victor Cable & Industries Ltd and Universal Cable Ltd. He has held various pivotal roles across organizations, across operations, planning, technical and quality functions.

The other details of Mr. Pandey in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 are given in Annexure I to this Notice.

There is no inter se relationship between Mr. Pandey and other Members of the Board and Key Managerial Personnel of the Company.

Except Mr. Vijay Pratap Pandey, Executive Director, none of the Directors, Key Managerial Personnel of the Company, or their relatives are, in any way, interested or concerned, financially or otherwise in the said resolution except to the extent of their shareholding in the Company.

The Board recommends the passing of resolution set out at Item Number 4 for approval of the Members as an ordinary resolution.

Item Number 5

Ratification of remuneration payable to R. Nanabhoy & Co., Cost Accountants, as Cost Auditors for the Financial Year ending 31 March 2027.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 ("the Rules") the Company is required to appoint a cost auditor to audit the cost records of the Company, for products and services, specified under Rules made thereunder. The Company has manufacturing units at several locations. The cost records of these units and such other units of the Company as may be included from time to time are required to be audited by the Cost Auditors.

In view of the above, on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 06 May 2026, had approved the appointment of Nanabhoy & Co, Cost Accountants (Regn. No. 000010), as the Cost Auditors of the Company to conduct audit of cost records

maintained by the Company for the Financial Year 2026-27, at a remuneration of ₹ 1.40 million plus applicable taxes and reimbursement of out-of-pocket expenses at actuals if any. The remuneration of the Cost Auditors is being determined in consensus with the Cost Auditors taking into consideration the agreed scope of work for all units, the performance of the Cost Auditors and turnover of the Company.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to be ratified by the Members of the Company. Consequently, ratification by the Members is sought for the remuneration payable to the Cost Auditors for the financial year ending 31 March 2027.

R. Nanabhoy & Co. is one of the leading Cost Accounting and Cost Audit firm in India in practice for over seven decades. They provide effective cost accounting reports and offers wide spectrum of service in the areas Cost & Management Accounting.

Based on the certification received from the Cost Auditors, it may be noted that the Cost Auditors do not suffer from any disqualifications as specified under Section 141(3) of the Companies Act, 2013; their appointment is in accordance with the limits specified in Section 141(3)(g) of the Companies Act, 2013; none of their Partners is in the whole-time employment of any Company and they are an independent firm of Cost Accountants holding valid certificate of practice and are at arm's length relationship with the Company, pursuant to Section 144 of the Companies Act, 2013.

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None of the Directors, Key Managerial Personnel of the Company or their relatives are deemed to be interested or concerned, financially or otherwise in the said resolution except to the extent of their shareholding in the Company, if any.

The Board recommends the passing of resolution in relation to the ratification of remuneration to Cost Auditors set out at Item Number 5 for approval of the members as an ordinary resolution.

Annexure I

[Details of Director seeking re-appointment at the ensuing Annual General Meeting pursuant to Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings]

Particulars Mr. Vijay Pratap Pandey
Category / Designation Executive Director
Director Identification Number (DIN) 07434880
Date of Birth 01 February 1962
Age 63 years
Experience 43 years
Date of first appointment on Board 22 January 2025
Qualifications Mechanical Engineering and MBA (Finance)
Brief Profile As set out in Explanatory Statement
Terms and conditions for appointment / reappointment Executive Director, liable to retire by rotation.
Directorship in other Companies along with names of listed entities from which the person has resigned in the past three years Nil
Chairmanship/Membership of Committees in other Companies Nil
Number of Equity Shares held in the Company as on 31 March 2026 2,000 equity shares
Number of Equity Shares held in the Company for any other person on a beneficial basis Nil
Relationship between Directors inter-se; with other Directors and Key Managerial Personnel of the Company Not Applicable
Remuneration last drawn(FY 2025-26) ₹ 15.77 million
Remuneration sought to be paid As approved by the members through postal ballot passed on 06 March 2025
Number of Meetings of the Board attended during the year 2025-26 Board meeting held: 4
Board meeting attended: 4
Skills and capabilities required for the role, nature of expertise in specific functional areas; and the manner in which the proposed person meets such requirements Required Skills & Capabilities
Business Leadership, Corporate Governance, Ethics & ESG, Strategy Planning & Implementation, Financial Acumen & Risk Assessment, Operational experience, Sales & Marketing Global Business and Consumer insight & innovation.
Mr. Vijay Pratap Pandey (Executive Director) possesses requisite Board skills, expertise, competence for discharging their duties as Director(s) of the Company.

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Information at glance

Particulars Notes
Cut-off date for e-voting 23 June 2026
Time period for remote e-voting Commencing at 09:00 a.m. on Saturday, 27 June 2026 and will end at 05:00 p.m. on Monday, 29 June 2026
Record Date for Dividend Friday, 19 June 2026
Last date for publishing results of the e-voting 02 July 2026
Name, address and contact details of Registrar and Share Transfer Agent. KFin Technologies Limited
Selenium Tower B, Plot 31-32,
Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad – 500 032
Email Id: [email protected]; [email protected]
Contact number – 1800-309-4001
Name, address and contact details of e-voting service provider Amit Vishal
Deputy Vice President
Pallavi Mhatre
Senior Manager
National Securities Depository Limited
4^{th} Floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, India
E mail Id : [email protected];
Contact number- 022 - 4886 7000
NSDL e-voting website address https://www.evoting.nsdl.com/

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