1. We have audited the accompanying standalone
financial statements of Havells India Limited (“the
Company”) which includes its trusts (refer Note 2.01 to
the standalone financial statements), which comprise
the standalone Balance Sheet as at March 31,2026 and
the standalone Statement of Profit and Loss (including
Other Comprehensive Income), the standalone Statement
of Changes in Equity and the standalone Statement of
Cash Flows for the year then ended and notes to the
financial statements, including material accounting policy
information and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (“the Act") in
the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company
as at March 31, 2026 and total comprehensive income
(comprising of profit and other comprehensive income),
changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Act. Our responsibilities under those Standards are further
described in the “Auditor's Responsibilities for the Audit
of the Financial Statements” section of our report. We are
independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are
relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Key audit matters

4. Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the financial statements of the current period.
These matters were addressed in the context of our audit
of the financial statements as a whole and in forming
our opinion thereon and we do not provide a separate
opinion on these matters. We have determined the
matter described below to be the key audit matter to be
communicated in our report.

Other Information

5. The Company's Board of Directors is responsible for
the other information. The other information comprises
the information included in the Annual report, but does
not include the financial statements and our auditor's
report thereon. Our opinion on the standalone financial
statements does not cover the other information and
we do not express any form of assurance conclusion
thereon. In connection with our audit of the standalone
financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact. We have nothing to
report in this regard.

Responsibilities of management and those
charged with governance for the financial
statements

6. The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance, changes in equity and cash flows
of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards specified under Section 133 of
the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgements
and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate
internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

7. In preparing the financial statements, Board of Directors
is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

8. Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.

Auditor’s responsibilities for the audit of the
financial statements

9. Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error and
to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.

10. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud
or error, design and perform audit procedures
responsive to those risks and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management’s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future
events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures and whether the financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

11. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

12. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence and where applicable, related safeguards.

13. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements
of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on other legal and regulatory

requirements

14. As required by the Companies (Auditor's Report) Order,
2020 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of Section 143 of the
Act, we give in the “Annexure B” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

15. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books, except
for the matters stated in paragraph 15(h)(vi) below on
reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (as amended).

(c) The standalone Balance Sheet, the standalone
Statement of Profit and Loss (including other
comprehensive income), the standalone Statement
of Changes in Equity and the standalone Statement
of Cash Flows dealt with by this Report are in
agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on March 31, 2026, taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31,2026, from
being appointed as a director in terms of Section
164(2) of the Act.

(f) With respect to the maintenance of accounts and
other matters connected therewith, reference is
made to our remarks in paragraph 15(h)(vi) below.

(g) With respect to the adequacy of the internal financial
controls with reference to financial statements
of the Company and the operating effectiveness
of such controls, refer to our separate Report
in “Annexure A”.

(h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
financial statements - Refer Note 32A to the
financial statements;

ii. The Company was not required to recognise
a provision as at March 31, 2026 under the
applicable law or Indian Accounting Standards,
as it does not have any material foreseeable
losses on long-term contract. The Company
did not have any long term derivative contracts
as at March 31,2026.

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Company during the year.

iv. (a) The management has represented that,

to the best of its knowledge and belief,
other than as disclosed in Note 33(18)(ii)
to the standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or
kind of funds) by the Company to or in
any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether directly or indirectly, lend or
invest in other persons or entities identified

in any manner whatsoever by or on behalf
of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that,
to the best of its knowledge and belief,
as disclosed in the Note 33(18)(ii) to the
standalone financial statements, no funds
have been received by the Company
from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on such audit procedures that we
considered reasonable and appropriate
in the circumstances, nothing has
come to our notice that has caused
us to believe that the representations
under sub-clause (a) and (b) contain any
material misstatement.

v. The dividend declared and paid by the
Company during the year is in accordance with
Section 123 of the Act to the extent it applies
to declaration and payment of dividend until the
date of this audit report. Further, as stated in Note
33(13) to the financial statements, the Board of

Directors of the Company has proposed final
dividend for the year which is subject to the
approval of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with Section 123 of the Act to the
extent it applies to declaration of dividend.

vi. Based on our examination, which included test
checks, the Company has used an accounting
software for maintaining its books of account
which has a feature of recording audit trail (edit
log) facility and that has operated throughout the
year for all relevant transactions recorded in the
software except that the audit trail at database
level contains only the modified values. During
the course of our audit, we did not notice any
instance of audit trail feature being tampered
with. Further, the audit trail, where enabled, has
been preserved by the Company as per the
statutory requirements for record retention.

16. The Company has paid/ provided for managerial
remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with
Schedule V to the Act.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Sougata Mukherjee

Partner

Place: Noida Membership Number: 057084

Date: April 22, 2026 UDIN: 26057084AKABIV1949