Nature of the Event

Regulatory filing pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The document is a Postal Ballot Notice seeking shareholder approval for two ordinary resolutions concerning the revision of remuneration for the Company's Joint Managing Directors.

Key Quantitative Figures & Proposed Remuneration

Resolution 1: Revision in remuneration of Mr. Bharat A. Jaisinghani (DIN:00742995), Joint Managing Director

  • Effective Period: From April 01, 2026, to May 12, 2031.
  • Annual Basic Pay: ₹ 2,50,00,000; up to a maximum of ₹ 5,00,00,000.
  • Annual Allowances (capped at 100% of basic salary):
  • House Rent Allowance: 60% of Basic Pay
  • Conveyance Allowance: 14% of Basic Pay
  • Leave Travel Allowance: 16% of Basic Pay
  • Professional Development Allowance: 10% of Basic Pay
  • Performance Pay: Eligible for an amount not exceeding 100% of the basic salary annually.
  • Overall Cap: The total annual remuneration shall not exceed 0.50% of the net profits of the Company as computed under Section 198 of the Companies Act, 2013.
  • Last Drawn Remuneration (FY 2025-26): ₹ 29.82 million.
  • Shareholding: Holds 51,08,911 equity shares in the company.

Resolution 2: Revision in remuneration of Mr. Nikhil R. Jaisinghani (DIN:00742771), Joint Managing Director

  • Effective Period: From April 01, 2026, to May 12, 2031.
  • Annual Basic Pay: ₹ 2,50,00,000; up to a maximum of ₹ 5,00,00,000.
  • Annual Allowances (capped at 100% of basic salary):
  • House Rent Allowance: 60% of Basic Pay
  • Conveyance Allowance: 14% of Basic Pay
  • Leave Travel Allowance: 16% of Basic Pay
  • Professional Development Allowance: 10% of Basic Pay
  • Performance Pay: Eligible for an amount not exceeding 100% of the basic salary annually.
  • Overall Cap: The total annual remuneration shall not exceed 0.50% of the net profits of the Company as computed under Section 198 of the Companies Act, 2013.
  • Last Drawn Remuneration (FY 2025-26): ₹ 29.34 million.
  • Shareholding: Holds 49,71,079 equity shares in the company.

Common Terms for Both Resolutions:

  • Both JMDs will be covered under Mediclaim, Term Insurance, Personal Accident Insurance, leave encashment, and gratuity policies.
  • The Company will reimburse all business-related expenses.
  • Both, being part of the promoter group, are not eligible for ESOPs under the Polycab Employee Stock Option Plan 2018 or commission.
  • In case of inadequate profits or no profits in any financial year, the specified remuneration will be paid as minimum remuneration, subject to approvals under Schedule V of the Act.

Dates of Action

  • Cut-off Date for Shareholder Eligibility: Friday, July 17, 2026.
  • Remote E-Voting Commencement: Saturday, July 25, 2026, at 09:00 a.m. IST.
  • Remote E-Voting Conclusion: Sunday, August 23, 2026, at 05:00 p.m. IST.
  • Result Declaration Date: On or before Tuesday, August 25, 2026.
  • Deemed Date of Passing Resolution: Sunday, August 23, 2026 (last date of e-voting).
  • Board Meeting Date for Approval: July 16, 2026.

Parties Involved

  • Key Management Personnel:
  • Mr. Bharat A. Jaisinghani, Joint Managing Director.
  • Mr. Nikhil R. Jaisinghani, Joint Managing Director.
  • Mr. Inder T. Jaisinghani, Chairman & Managing Director (paternal uncle to both JMDs).
  • Manita Carmen A. Gonsalves, Vice President-Legal & Company Secretary.
  • Registrar and Transfer Agent (RTA): KFin Technologies Limited.
  • E-Voting Service Provider: National Securities Depository Limited (NSDL).
  • Scrutinizer: Dilip Bharadiya & Associates, Company Secretaries.
  • Regulators Referenced: SEBI, Ministry of Corporate Affairs (MCA).

Purpose / Stated Rationale

The revision is proposed based on a recommendation from the Nomination and Remuneration Committee (NRC) following an independent benchmarking exercise by reputed rewards consulting firms. The rationale cited includes:

  • Expansion of responsibilities upon their elevation to Joint Managing Director in January 2026.
  • Enhanced enterprise-wide leadership mandate, mentoring business units, driving transformation, and providing cross-functional guidance.
  • Need to align compensation with market benchmarks for comparable leadership roles, considering the increased scale, complexity, and governance requirements of the Company.
  • The evolution of Polycab into a diversified, multi-segment enterprise, positioning it alongside large conglomerates.

Financial / Operational Impact

As explicitly disclosed, the financial impact is the potential increase in managerial remuneration expense, capped at 0.50% of net profits annually for each JMD. The impact is contingent on shareholder approval.

Capital Structure Impact

No direct impact on the capital structure, equity share capital, or promoter holding is mentioned. The resolutions pertain solely to executive compensation.

Voting Details

  • Voting rights are proportional to the number of shares held as of the cut-off date (July 17, 2026).
  • Voting is exclusively through remote e-voting facilitated by NSDL; no physical ballot forms are being sent.
  • The notice has been sent electronically to all members whose email addresses are registered.
  • The scrutinizer will submit a report to the Chairman/Company Secretary, and the results will be announced and communicated to BSE and NSE.

Other Material Information

  • The explanatory statement provides detailed profiles, skills matrices, and experience of both JMDs.
  • Except for Mr. Inder T. Jaisinghani and the two JMDs themselves, no other directors or key managerial personnel are interested in the resolutions.
  • The full postal ballot notice is available on the company's website at https://cms.polycab.com/media/un4jxu25/postal-ballot-notice-july-fy-26.pdf.
  • Documents referred to in the notice are available for inspection at the Corporate Office in Mumbai during working hours until the e-voting period closes.