Targets & Progress
Pillar
Corporate Governance, Ethics and Integrity
Target 2030
Women’s representation in senior leadership roles
Progress FY 2026
Women’s representation in senior leadership roles
Status
On track
The Evolution of Governance
Over the years, the Board has continuously elevated the governance framework --transitioning from foundational compliance to an advanced oversight architecture enabling risk mitigation, transparency and long-term value creation.
Our Governance Journey
Guided by our ethos of 'From Foundation to Excellence | Neev Se Utkrishtata', governance at Polycab is not merely a framework of compliance—it is a strategic enabler that drives sustainable growth, strengthens stakeholder trust and anchors responsible business conduct.
OUR GOVERNANCE JOURNEY
At Polycab, governance is not merely a framework of compliance, it is a strategic enabler that drives sustainable growth, strengthens stakeholder trust and anchors responsible business conduct in both letter and spirit.
Strong foundations build enduring institutions. From foundations to excellence, governance remains the compass of our journey towards excellence.
FY 21
- Established a comprehensive governance principles built on responsibility and transparency
- Planned the governance structure and operating model
- Identified key indicators for strengthening oversight across functions
- Redefined essential policies, roles, and accountabilities
- Cultivated a culture of awareness on Governance amongst stakeholder
- Strong beginnings
- Solid principles
- A culture takes root
FY 22
- Developed Governance Framework built on 5 pillars
- Defined our purpose and values
- Introduced key governance tools and processes
- Strengthened risk management and internal controls
- Built capability and readiness for what's ahead
- Strengthened stakeholder engagement
- Clear direction
- Strong intent
- Ready for the journey ahead
FY 23
- Defined measurability criteria and action taken specific to each Pillar of the Framework
- Integrated ESG into our governance and business practices
- Integrated risk and compliance in decisionmaking
- Enhanced internal audit and assurance functions
- Assessments
- Evolving Framework
- Stronger systems
- Built to endure
FY 24
- Benchmarked Governance practices against global best practices
- Evaluation of Governance Framework vis-a-vis G20 - OECD Principles of CG
- Adopted Governance Policy covering Group Governance
- Strengthened sustainability and stakeholder engagement
- Upgraded digital tools for governance monitoring
- Strengthened leadership accountability via KRAs and KPIs linked to Governance and Compliance
- Raising standards
- Global benchmarks
- Sustained excellence
FY 25
- Ideal governance embedded as a strategic enabler
- Published Governance Manual
- Enhanced Board oversight and stakeholder trust
- Advanced ESG and sustainability initiatives
- Driving long-term value creation for all stakeholders
- Transitioning from Peopleled to Process-driven governance through policies, digitisation of SOPs & Training Modules
- Ideal governance
- Strategic focus
- Long-term value creation
FY 26
- Greater transparency and accountability
- Enhanced governance responsiveness and resilience
- Proactive risk management and compliance culture
- Stronger stakeholder engagement and trust
- Technology-driven governance and digital enablement
- Enhancing Sustainability Integration and ESG Practices to Achieve Long-Term Value Creation
- Profitability to Sustainability
- Proven impact
- Sustained results
- Trusted leadership
Towards Future-Ready Governance
Data-Driven Transparency
Real-time oversight and insights for better decision-making.
Stakeholder Centricity
Inclusive governance that creates meaningful and lasting impact.
ESG and Global Integration
Driving integration of ESG and global standards into governance.
Continuous Evaluation
Continuous measurement against global and ESG goals.
The Result
A future-ready governance ecosystem that safeguards and creates value, drives results, and builds trust- today and for generations to come.
The key resultants of Corporate governance journey are reflected below
| Governance Area | Key Results |
|---|---|
Greater transparency |
Enhanced disclosure practices, governance-led communication and continuous familiarisation of the Board on regulatory amendments and emerging governance developments strengthened accountability, transparency and informed decision-making at the highest level of governance oversight. |
Enhanced governance |
Assertive top-down governance approach upholding governance principles, ethical conduct and compliance expectations to be embedded across organisational levels, improving responsiveness to evolving regulatory, operational and stakeholder expectations while strengthening enterprise resilience. |
Proactive risk |
Despite heightened geopolitical uncertainties and a dynamic global business environment, the Company continued to demonstrate resilience and sustained performance through a proactive, governance-driven risk management framework. The Company further strengthened its culture of compliance and enterprise-wide accountability through continuous governance sensitisation, structured policy and regular compliance awareness initiatives across the functions. During the year, the Risk Management Committee (RMC) met twice to review strategic, operational, regulatory and emerging risks, enabling continuous oversight, timely evaluation and proactive mitigation planning. Further reinforcing the Company’s risk governance architecture, the RMC Policy and newly implemented compliance management tool enabled structured compliance monitoring, real-time risk tracking and enhanced visibility over critical governance and compliance matters across functions. These initiatives significantly strengthened leadership-driven accountability, regulatory preparedness and organisational resilience amidst evolving external risk scenarios. |
Stronger stakeholder |
Investor engagement initiatives witnessed increased participation through quarterly earnings calls, analyst interactions and continuous stakeholder outreach programmes during the year. The Company further strengthened investor confidence by formalising the Investor Grievance & Redressal Policy, enabling structured, transparent and timely resolution of shareholder concerns. |
Technology-driven |
The Company continued to accelerate digital-led governance transformation through deployment of intelligent and technology-enabled governance solutions across key compliance and oversight functions. Initiatives for Data governance, privacy awareness and information security preparedness. Further enhancing stakeholder accessibility and transparency, the Company introduced an AI-powered Annual Report Chatbot, enabling interactive and seamless access to corporate, financial, governance and ESG disclosures. The Company also developed an in-house Market Rumour Monitoring mechanism to enable proactive regulatory responsiveness and strengthened market surveillance capabilities. In addition, automation of the Related Party Transactions (RPT) process and implementation of a new compliance management tool enhanced monitoring efficiency, compliance tracking, governance oversight and real-time decision support across the organisation. |
Enhancing |
The Company’s ESG and sustainability governance practices received prestigious external recognition during the year through the Institute of Company Secretaries of India
(ICSI) BRSR Award and securing the 1st Runner-Up position at the ICMAI Kalpavriksha Awards for excellence in sustainability and Business Responsibility & Sustainability
Reporting (BRSR), reinforcing the Company’s commitment towards responsible and sustainable business practices. The Company continued to strengthen long-term stakeholder value creation through strong governance standards, resilient operational performance and sustained investor confidence, further reinforcing its position amongst India’s leading listed companies by market value. During the year, the Company further strengthened its sustainability commitment focused on responsible growth, environmental stewardship, ethical governance, innovation and inclusive value creation.The adoption of a comprehensive ESG Policy reinforced the integration of ESG principles into the Company’s strategy, operations, governance and decision-making framework, enabling a more structured, accountable and future-ready sustainability approach across the enterprise. The Company also revamped its CSR Vision and Mission, further deepening its social impact through focused initiatives across education, healthcare, rural empowerment, community development, environmental sustainability, and skill enhancement programmes, positively impacting communities across India. Supported by strengthened ESG governance, recognised sustainability practices, and responsible business conduct, these initiatives enhanced organisational resilience, strengthened stakeholder trust, and enabled sustainable long-term enterprise value creation |
OUR TRANSFORMATION ARC
Compliance
Rule-based adherence
- to -
Conscious governance
Purpose-led conduct
Reporting
Periodic & Manual
- to -
Real-time transparency
Data-led insights
Control
Top-down oversight
- to -
Collaborative Accountability
Shared responsibility
Local standards
Domestic perspective
- to -
Global Benchmarks
World-class alignment
Risk management
Reactive approach
- to -
Resilience & opportunity
Purpose & future-ready
Value creation
Financial returns
- to -
Sustainable care for creation
Stakeholders, Communities and Planet
Understanding local contexts, communities and ecosystems to create meaningful impact
Aligning with global frameworks, standards and best practices to drive collective progress.
Profitability
Shareholder Value Short-term Gains
Transformation in action
Ethical Governance I Responsible Growth Stakeholder Engagement I Innovation | Automation | ESG Goals
Sustainability care for creation
Shared Value Long-term Impact
Together, powering a brighter, better tomorrow.
We will continue to build on our strong foundation and constantly evolve our governance to be more inclusive, Intelligent and impactful.
Because for us, Good Governance is not just a principle — it is our way of caring for creation and powering sustainable progress.
Our journey from Profitability to Sustainability — Care for Creation is not merely about change, it is about creating enduring value for Stakeholders, Communities and the planet.
Good Governance
Better World
Sustainable Tomorrow
NEEV se UTKRISHTATA,
Laying the foundation
Transparency
Ensuring open, accurate and timely disclosure.
Accountability
Clearly defined roles, responsibilities and ownership
Compliance
Adhering to laws regulations and global best practices consistently.
Effective Board
Independent, diverse and engaged board driving strategic direction.
Enabling capability
Ethics & Integrity
Upholding the highest standards of ethics, honesty and integrity
Risk Management
Proactive identification, assessment and mitigation for long-term resilience.
Continuous Improvement
Embedding learning, innovation and continuous enhancement.
Informed Decision Making
Data-driven insights and sound judgment for responsible decisions.
Accelerating growth
Stakeholder Centricity
Creating enduring value for all stakeholders.
Innovation
Embracing new ideas and technology for a better tomorrow
Strong Governance
A robust framework built on policies, processes and oversight.
Stakeholder Trust
Building trust through consistent engagement and value creation
Delivering excellence
Excellence
Striving for the highest standards in everything we do.
Sustainability
Responsible path that respects people, planet and purpose.
People & Culture
Empowering people with values diversity and a culture of trust.
Board Leadership and Diversity
The Board of Directors serves as the ultimate custodian of governance excellence, bringing together a rich blend of expertise to provide strategic direction and oversight.
Attendance across 4 Board Meetings held during the year
Directors, comprising 5 Independent and 4 Executive Directors
Women's Representation
on the Board
Average tenure of Independent Directors
Familiarisation Programme for Independent Directors
We believe that a robust familiarisation program provides deep insights into the company's business and operations, fostering well-informed decisions. The program covers strategic planning, manufacturing processes, ESG updates, legal amendments, and adherence to company codes and policies.
During FY 2025-26, the Company conducted 6 hours and 15 minutes of dedicated familiarisation sessions:
| Date | Duration | Key Presentations & Activities |
|---|---|---|
| 06 May 2025 | 1:30 hours | Oracle Upgrade, Key Risks, Project Leap Updates, ESG Journey & Regulatory Updates, Overview of BRSR Core, CSR Projects, RPT Amendments and Assessment of Compliances under SEBI (LODR) Regulations 2015. |
| 17 July 2025 | 1:45 hours | Evolution of CSR in India, Compliances & Legal Amendments, Subsidiaries Operations, and Project Leap Business Strategy. |
| 17 October 2025 | 1:30 hours | Subsidiaries Performance, Capex Presentation, IT Digital & Project Saksham, and Governance Framework. |
| 16 January 2026 | 1:30 hours |
|
Compliance
During the year under review, the Company upgraded its compliance system to include four key modules of the platform, namely Legal Compliance, Internal Compliance, License Management and Task Management, thereby enabling a holistic approach to compliance oversight. The tool facilitates comprehensive mapping of statutory and regulatory compliances across all its locations, with access extended to over 375 users across the organization. This enterprise-wide deployment has significantly enhanced visibility into compliance obligations, strengthened monitoring and control mechanisms, and enabled real-time tracking of amendments compliance status.
Remuneration & Performance
To ensure executive compensation is commensurate with the Company's scale and aligned with strategic goals, the Nomination and Remuneration Committee (NRC) undertakes a structured review of remuneration. Compensation is evaluated against pre-agreed objectives, benchmarking analyses, and performance against key strategic initiatives, including Project Leap and Project Spring.
Proactive Risk and Sustainability Governance
Our Risk Management Committee (RMC) provides active oversight to safeguard operational continuity and strategic alignment. During the year, the RMC revised the risk register to address emerging challenges, including geopolitical uncertainties, supply chain disruptions, and evolving regulatory landscapes. The CSR & ESG Committee actively monitors the integration of our renewed ESG framework, overseeing initiatives across environmental stewardship, circular economy, and community empowerment.
Ethics, Integrity and Transparency
We maintain a strict ‘Zero Tolerance’ approach toward unethical conduct and ensure a ‘Zero Fear of Retaliation’ culture to empower stakeholders to report concerns freely.
Our Whistle Blower Policy provides a confidential and secure framework for reporting fraud, corruption, or policy violations.
- Investigations are conducted independently, adhering to principles of natural justice, and are typically completed within 90 days.
- A detailed Speak up mechanism is covered in page no. 186.
To preserve market integrity, the Company enforces a stringent Code of Conduct for Prevention of Insider Trading (PIT). We leverage a system-driven disclosure mechanism via NSDL, which freezes the PANs of Designated Persons during Trading Window closures to prevent unauthorised trading.
Robust Subsidiary Governance
The Company maintains a strict compliance monitoring mechanism across all its subsidiaries to ensure the seamless adoption of Group-level governance codes and policies. During the year, this strategic oversight included the amalgamation of Uniglobus Electricals and Electronics Private Limited to consolidate R&D and optimise resources, as well as the incorporation of Polycon Infra Projects Private Limited (PIPPL) to strengthen our Engineering, Procurement, and Construction (EPC) capabilities.
Robust Internal Control Framework
The Company maintains a robust internal control environment to ensure financial integrity, operational efficiency, and regulatory compliance. The Audit Committee actively evaluates internal financial controls and risk management systems by reviewing periodic Internal Audit reports and presentations. Furthermore, our Independent Directors engage directly with Statutory and Internal Auditors, without management present, to assess the effectiveness of the audit process, expressing unanimous satisfaction with the Company's internal controls. Through continuous internal compliance audits and proactive remediation of any identified gaps, the Company fosters a resilient and risk-aware organisational culture.
Pioneering Digital Governance
Polycab actively leverages Artificial Intelligence (AI) and digital technology to drive governance excellence and operational efficiency:
- Compliance Management: The Company implemented a new Compliance tool for systematic tracking, automated reminders, and compliance certification across departments.
- Market Surveillance: Engaged Concept BIU and an in-house automated Market Price Movement (MPM) tracker to proactively monitor market rumours, media coverage, and phishing risks.
- AI-Powered Stakeholder Support: Implemented an AI-enabled Microsoft Chatbot integrated with a Security Operations Centre (SOC) for real-time risk analytics and swift issue resolution.
- Digital Dispute Resolution: Registered on SEBI's SMART ODR portal to facilitate seamless, online conciliation and arbitration for investors.
Shareholder Outreach and Grievance Redressal
The Company has instituted an Investor Grievance and Redressal mechanism to ensure the timely, fair, and transparent resolution of investor concerns. During FY 2025-26, the Company received 54 investor complaints (primarily regarding non-receipt of dividend warrants), 100% of which were successfully resolved. To reduce unclaimed dividends, the Company initiated voluntary reminder letters, newspaper advertisements, and special remittance exercises to credit unclaimed dividends directly to updated bank accounts.
Reinforcing Excellence in Assurance and Compliance
Reflecting our commitment to the ‘Utkrishtata’ (Excellence) phase of our governance journey, the Company continues to uphold the highest standards of transparency, accountability, and regulatory compliance.
We are pleased to state that the Statutory Auditors, B S R & Co. LLP, and the Secretarial Auditors, BNP & Associates, have issued unmodified audit opinions, affirming that the Company’s financial and secretarial records are in full compliance with applicable laws and regulatory requirements.
These unmodified opinions underscore the robustness of the Company’s internal controls, compliance framework, and governance practices, and reflect our continued focus on maintaining the highest standards of corporate governance.
Recognition for Excellence
The Company has been recognised for its commitment to Business Responsibility and Sustainability, having received prestigious awards from leading professional bodies. The Company was honoured by the Institute of Company Secretaries of India (ICSI) and secured the First Runner-Up position from the Institute of Cost Accountants of India (ICMAI) in this domain.
Brief details of these recognitions are provided in the Corporate Governance section of this Report.
Strengthening Sustainable Connections
The Company's sustainability journey, guided by the theme “Connections that Grow, Futures that Sustain,” reflects its commitment to building lasting relationships with stakeholders and the environment. Over the past year, the company has strengthened ESG governance through active Board oversight, aligned policies with NGRBC, and a dedicated implementation team. This progress is reflected in improved ratings—CSR Hub (48 to 59), SES ESG (62.6 to 67), and an NSE Sustainability Score of 68 (January 2026)—demonstrating steady integration of ESG into core business practices.
