Your Directors are pleased to present the 43^rd Annual Report (Integrated) on the business and operations of the Company and
the audited financial statements for the Financial Year ended 31^st March, 2026.

1. Financial Summary or Highlights

The Board's Report is prepared based on the standalone financial statements of the Company. The Company's financial
performance for the year under review alongwith previous year's figures are given hereunder -

Financial Summary

Havells India revenue grew 3.3% in FY 2025-26 over the
previous year. Employee benefit expenses increased by
5.9% while advertising expenses declined by 3.2% YoY.
With a focus on expanding manufacturing capacities, during
the year, the Company incurred capital expenditure of
H 1,484 crores. Continued capital expenditure and
investment in Goldi Solar led to a reduction in cash and
bank balance, impacting the interest income earned during
the year. However, ‘other income' increased on account
of fair valuation gain of H 282.74 crores on investment in
Goldi Solar. The profit before tax was at H 2,226 crores in
FY 2025-26 as compared to H 2,009 crores in FY 2024-25.

2. Brief Description of the Company’s Working
During the Year/ State of Company’s Affairs

FY 2025-26 was impacted by a weak summer and
continued softness in consumer demand. With nearly
one-third of Havells' revenue accruing from cooling
products such as air conditioners, fans, air coolers and
refrigerators, the overall performance was significantly
affected by the subdued summer season. However,
industrial and infrastructure led demand remained strong
and drove revenue growth in relevant categories.

During the year, switchgear segment revenue grew 7.9%
YoY driven by growth in switches and domestic switchgear.

Cables segment saw 20.8% revenue growth supported
by capacity expansion, strong industrial-infrastructure
demand and commodity price inflation. Havells further
expanded its power cables capacities enabling strong
volume growth. Flexible cables revenues were supported
by steep copper price inflation arising out of geo¬
political factors.

Lighting segment revenues were broadly flat as LED price
deflation continued to weigh on the category despite
some festive-led uptick. Havells remained focused on
driving premiumisation through value-added products
across consumer and professional luminaries to minimise
impact of price deflation.

Electrical Consumer Durables (ECD) had a soft year,
reporting a revenue decline of 3.4%, largely due to
weakness in fans and air coolers, which were affected by
unseasonal rains & a shorter summer season. However,
festive positivity supported the growth in appliances and
water heater business.

New initiatives, led by solar, are scaling rapidly within the
“others” segment as revenue grew 25.2% YoY. It includes
motor, solar, pumps, solar pumps, personal grooming and
water purifier product categories. To accelerate growth in
Solar business, during the year, Havells partnered with
a large module manufacturer Goldi Solar. As part of the
partnership, Havells invested H 600 crores in Goldi Solar
for an 8.74% stake. This arrangement is intended to
secure a consistent and reliable sourcing of Solar modules
(with planned backward integration in domestic cells)
from Goldi. Leveraging this partnership, Havells further
strengthened its presence in the renewables space with
a focus on residential, commercial and industrial solar
rooftop opportunity.

Lloyd went through a challenging year with revenue
declining 22.9% YoY as the weak summer significantly
impacted demand. Air conditioner sales remained severely
impacted throughout the year, weighed down by elevated
channel inventory built in anticipation of a stronger season.
Lloyd remained steadfast in strengthening channel
presence, uplifting the brand and building a full stack
portfolio. However, with significant under-absorption of
fixed costs due to lower revenue, resulted in sharp impact
on the profitability this year.

Havells continued to invest in augmenting its manufacturing
capacities during the year. A significant share of
investment during the year was towards enhancing power
cables capacities. During the year, the Company also
commissioned inhouse manufacturing of refrigerators
by setting up a new facility at Ghiloth, Rajasthan. The
plant began commercial production ahead of schedule
in March 2026 with the launch of a new range of in¬
house manufactured refrigerators. With an intention of
future capacity expansion for manufacturing of consumer

goods and home appliances, Havells also invested in land
acquisition and received a letter of intent from the Yamuna
Expressway Industrial Development Authority (YEIDA) for
50 acres of land in EMC, Sector 10 of YEIDA, near the
new Noida International Airport.

Alongside these investments, Havells maintained a strong
balance sheet with zero debt and a healthy cash position.
The Company also continued to uphold robust corporate
governance practices, reinforcing its focus on long term
value creation for each of its stakeholder.

Subsidiary Companies, Joint Venture and
Consolidated Financial Statements

As on 31^st March, 2026, the Company has 4 (Four)
subsidiary companies, two being direct subsidiaries and
the other two being step-down subsidiaries, all of which are
registered outside India. The two Direct subsidiaries are:

• Havells Guangzhou International Limited
based at China and

• Havells International Inc. based at United States
of America (USA).

The Company also has an associate company:

• Kundan Solar (Pali) Private Limited

Havells India Limited holds 26% stake in Kundan Solar
(Pali) Private Limited (“Kundan Solar”), a Special Purpose
Vehicle (SPV), established to set up 15 MWac solar
power plant. For the said purpose, Havells has invested
H 5.63 crores. The Company has entered into a long¬
term Power Purchase Agreement (PPA) with this entity
for captive power consumption at its manufacturing
facilities in Rajasthan.

The Consolidated Profit and Loss Account for the
period ended 31^st March, 2026, includes the Profit and
Loss Account for the subsidiaries Havells Guangzhou
International Limited, Havells International Inc., Havells
HVAC LLC, Havells Lighting LLC and of associate
company Kundan Solar (Pali) Private Limited, for the
complete Financial Year ended 31^st March, 2026. The
Board of Directors of the Company has, by Resolution
passed in its Meeting held on 22^nd April, 2026, given
consent for not attaching the Balance Sheet of the
subsidiaries concerned. The Consolidated Financial
Statements of the Company including the subsidiaries
are presented in the Integrated Annual Report. The
consolidated financial statements have been prepared in
strict compliance with applicable Accounting Standards
and wherever applicable, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
prescribed by the Securities and Exchange Board of
India. A Report on Performance and Financial Position of
the subsidiaries is presented in a separate section in this
Integrated Annual Report. Please refer (Form No. AOC-1)
annexed to the Consolidated Financial Statements in the
Integrated Annual Report.

The standalone annual accounts of the subsidiary
companies and the detailed related information shall be
made available to Shareholders of the Company and of
its subsidiary companies upon request and it shall also be
made available on the website of the Company i.e.https://
havells.com/corporate/investors/financials. The annual
accounts of the subsidiary companies shall also be kept
for inspection by any shareholder in the Head Office of the
Company and the office of its subsidiary companies.

3. Names of Companies which have become or
ceased to be its Subsidiaries, Joint Ventures
or Associate Companies during the year

During the year, Kundan Solar (Pali) Pvt. Ltd. became
an associate company after the Company acquired a
26% stake in it through the government's Group Captive
Scheme for the solar sector.

Further, during FY 2025-26, the Company invested
H 600 crores in Goldi Solar Private Limited (Goldi Solar)
to accelerate growth in the renewable energy sector. This
was a strategic minority investment through equity and
Compulsorily Convertible Preference Shares (CCPS).

Goldi Solar was initially classified as an “Associate” under
Ind AS 28, due to certain rights as per shareholders'
agreement. Subsequent to the waiver of these rights
in the quarter ended March 31, 2026, Goldi Solar is no
longer classified as an associate of Havells India Ltd.

At the year-end, the above investment is considered as
‘financial asset to be measured at fair value through Profit
& Loss' in accordance with Ind AS 109.

4. Reserves

Your Directors do not propose to transfer any amount to
the general reserves and the entire amount of profit for the
year forms part of the ‘Retained Earnings'.

5. Dividend

In line with the Dividend Policy of the Company which
is available in the ‘Codes & Policies' section in the
Investors section on the website of the Company and
can be accessed athttps://havells.com/media/wvsiwvg/
PDF/Code-and-policies/Dividend policv.pdf. the Board
of Directors, in its Meeting held on 19^th January, 2026,
declared an interim dividend of H 4/- per equity share of
face value of H 1/- each, to all the Shareholders who were
recorded on the Register of Members as on 23^rd January,
2026, being the record date fixed for this purpose.

In addition to the Interim Dividend, your Directors are
pleased to recommend a Final Dividend @ H 6.00/- per
equity share for the Financial Year 2025-26. The proposed
dividend, subject to approval of Shareholders in the
ensuing Annual General Meeting of the Company, would
result in appropriation of H 376.35 crores (inclusive of TDS).

The dividend would be payable to all Shareholders whose
names appear in the Register of Members as on the
Book Closure Date. The Register of Members and Share
Transfer books shall remain closed from 25^th May, 2026,
Monday to 29^th May, 2026, Friday (both days inclusive).

6. Share Capital

During the year, the Company issued and allotted 3,15,110
Equity Shares of H 1/- each of the Company, pursuant
to the Employee Stock Purchase Plans of the Company.
As a result of the allotment, the paid-up share capital
increased to H 62,72,56,842 comprising 62,72,56,842
Equity Shares of H 1/- each. The shares so allotted rank
pari passu with the existing share capital of the Company.
Apart from the same, there was no other change in the
share capital of the Company.

7. Material changes and commitments, if
any, affecting the financial position of the
Company which have occurred between the
end of the financial year of the Company to
which the financial statements relate and
the date of the Report

No material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year to which these financial
statements relate and the date of this Report. However,
in terms of the Employee Stock Purchase Schemes of the
Company, which are administered by Havells Employees
Welfare Trust, 4,62,787 Equity Shares of H 1/- each,
were approved for Grant and Vesting on 21^st April, 2026
(pursuant to the respective Employee Stock Purchase
Schemes as hereunder) to the eligible employees, which,
if exercised, shall result in an equivalent no. of Equity
Shares of H 1/- each to be allotted/ transferred to the
eligible employees under the respective schemes.

A summary is given below:

* Out of 59,791 Shares Granted for FY 2025-26, 21,480 Shares Vested
out of Grants for FY 2025-26, 11,038 Shares Vested out of Grants for
FY2024-25 and 8,101 Shares Vested out of Grants for FY2023-24.

** Out of 1,38,805 Shares Granted for FY2025-26, 16,576 Shares Vested
out of Grants for FY 2025-26, 16,799 Shares Vested out of Grants for
FY2024-25, 15,471 Shares Vested out of Grants for FY2023-24, 10,134
Shares Vested out of Grants for FY2022-23 and 3,038 Shares Vested out
of Grants for FY2021-22.

8. Change in the nature of business, if any

There was no change in the nature of business of the
Company during the Financial Year ended 31^st March, 2026.

9. Details of Directors or Key Managerial
Personnel including those who were
appointed or have resigned during the year

During the financial year ended 31^st March, 2026, no
changes took place in the composition of the Board of
Directors of the Company.

It may be noted that Shri U K Sinha (DIN: 03518633) and Shri
Jalaj Ashwin Dani (DIN: 00019080) will be completing their
second term as Independent Director of the Company on
the date of the ensuing AGM of the Company on 19^th June,
2026 and will hence cease to be directors of the Company.
The Board places on record its appreciation for the valuable
contributions made by Shri U K Sinha and Shri Jalaj Ashwin
Dani in all areas of Board's functioning during their tenure as
Non-Executive Independent Directors on the Board.

Shri Vivek Mehra (DIN: 00101328), Independent Director,
resigned from the Board of Directors on 22^nd April, 2026,
due to his inability to attend Board meetings in person due
to medical reasons. He further, confirmed that there was
no other material reason for his resignation.

The Board places on record its appreciation for the valuable
contributions made by Shri Vivek Mehra during his tenure
as a Non-Executive Independent Director on the Board.

Retirement by rotation and subsequent re¬
appointment

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Shri Rajesh Kumar Gupta (DIN:
00002842), Shri T. V. Mohandas Pai (DIN: 00042167) and
Shri Puneet Bhatia (DIN: 00143973), are due to retire by
rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.

The Board recommends their re-appointment.

Re-appointment of Non-Executive Non¬
Independent Directors

The Members may also note that Shri T. V. Mohandas Pai
(DIN: 00042167) and Shri Puneet Bhatia (DIN: 00143973),
was appointed as director liable to retire by rotation, in
the AGM held on 30^th June, 2021, for a period of 5 (Five)
years upto the conclusion of the Annual General Meeting
to be held in calendar year 2026. The Board upon the
recommendation of the Nomination and Remuneration
Committee, in its Meeting held on 22^nd April, 2026,
has approved and recommends the same for approval
by the Shareholders, the re-appointment of Shri T. V.
Mohandas Pai and Shri Puneet Bhatia, for a further period
of 5 (Five) years upto the date of AGM to be held in the
calendar year 2031.

Re-appointment of Independent Directors
for the Second Term

Smt. Namrata Kaul (DIN: 00994532) and Shri Ashish
Bharat Ram (DIN: 00671567) were appointed as
Independent Directors for a first term of 5 (Five) years
with effect from the date of AGM held during the calendar
year 2021 i.e. 30^th June, 2021, upto the conclusion of
the Annual General Meeting to be held in calendar year
2026. Accordingly, their First Term is due to expire at the
forthcoming AGM. The Board upon recommendation
of the Nomination and Remuneration Committee, in its
Meeting held on 22^nd April, 2026, has thus approved
the re-appointment of Smt. Namrata Kaul and Shri
Ashish Bharat Ram, for a Second Term of 5 (Five) years
with effect from the date of ensuing AGM i.e. 19^th June,
2026. The re-appointment(s) are subject to the approval
of the shareholders by way of Special Resolution(s) in
general meeting and the Board recommends the same at
the ensuing AGM.

Appointment of Independent Directors for
the First Term

Upon the recommendation of the Nomination and
Remuneration Committee in its meeting held on 21^st April,
2026, the Board of Directors, in its Meeting held on 22^nd
April, 2026, appointed Shri Varun Berry (DIN: 05208062)
as an Independent Director (Additional) with effect from
22^nd April, 2026. Shri Varun Berry holds office upto the
date of forthcoming AGM.

The Company has received consent in writing from
Shri Varun Berry to act as Director in Form DIR-2 and
intimation in Form DIR-8 to the effect that he is not
disqualified u/s 164(2) to act as Director. Shri Varun Berry
is eligible to be appointed as Director of the Company and
his appointment requires the approval of Members at the
ensuing Annual General Meeting. The Board recommends
for shareholders' approval at the forthcoming AGM,
the appointment of Shri Varun Berry as Independent
Director for a First Term of 5 (Five) years, with effect from
22^nd April, 2026.

Further, Shri Varun Berry has confirmed that he is not
aware of any circumstance or situation which exists or
may be reasonably anticipated that could impair or impact
his ability to discharge his duties as an Independent
Director of the Company. He has also confirmed that he is
not debarred from holding the office of a director by virtue
of any order passed by SEBI or any such authority.

The Company has received declarations from the
Independent Directors that they meet the criteria of
independence as prescribed u/s 149(6) of the Companies
Act, 2013 and the SEBI Listing Regulations. In the opinion
of the Board, they fulfil the condition for appointment and
re-appointment, as applicable, as Independent Directors
on the Board. Further, in the opinion of the Board, the

Independent Directors also possess the attributes
of integrity, expertise and experience as required to
be disclosed under Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014.

The details of Directors being recommended for
appointment and re-appointment, as required under the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are contained in the accompanying
Notice convening the ensuing Annual General Meeting
of the Company. Appropriate Resolution(s) seeking your
approval for the appointment and re-appointment of
Directors, as applicable, are also included in the Notice.

Changes in Key Managerial Personnel
(KMP)

During the year under review, there were no changes in
the Key Managerial Personnel of the Company. Pursuant
to the provisions of Section 203 of the Act, the following
are the Key Managerial Personnel of the Company as on
March 31,2026:

1. Shri Anil Rai Gupta, Chairman and

Managing Director & CEO

2. Shri Ameet Kumar Gupta, Whole-time Director

3. Shri Rajesh Kumar Gupta, Whole-time
Director & Group CFO

4. Shri Siddhartha Pandit, Whole-time Director

5. Shri Sanjay Kumar Gupta, Senior Vice President &
Company Secretary

10. Number of Meetings of the Board of
Directors

During the Financial Year 2025-26, 6 (Six) meetings of
the Board of Directors of the Company were held. For
details of meetings of the Board, please refer to the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Pursuant to the requirements of Schedule IV to the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, two
separate Meetings of the Independent Directors of
the Company were held during the reported year, on
31^st October, 2025 and 18^th March, 2026, without the
presence of Non-Independent Directors and members
of the management, to inter-alia review the performance
of Non-Independent Directors and the Board as a whole,
the performance of the Chairperson of the Company,
taking into account the views of Executive Directors, Non¬
Executive Non- Independent Directors and also to assess
the quality, quantity and timeliness of flow of information
between the Company Management and the Board.

11. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act,
2013, the Directors to the best of their knowledge hereby
state and confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures, if any;

b. the Directors had selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent, so
as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of
the profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. the Directors had prepared the annual accounts on a
going concern basis;

e. the Directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

12. Declaration by Independent Director(s) and
re-appointment, if any

All the Independent Directors have submitted their
disclosures to the Board that they fulfil all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, so as
to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act,
2013 and the relevant rules thereof.

In the opinion of the Board, they fulfil the condition for
appointment/ re-appointment as Independent Director
on the Board. Further, in the opinion of the Board, the
Independent Directors also possess the attributes
of integrity, expertise and experience as required to
be disclosed under Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014.

13. Policy on Directors’ appointment and
remuneration and other matters provided
under Section 178(3)

Assessment and appointment of members to the Board
is based on a combination of criteria that includes ethics,
personal and professional stature, domain expertise,
gender diversity and specific qualifications required for the
position. For appointment of an Independent Director, the
independence criteria defined in Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI Listing Regulations
are also considered.

The Nomination and Remuneration Committee of the
Board of Directors is dedicatedly ensuring the continuance
of a dynamic and forward-thinking Board and recommend
to the Board qualified candidates for directorship.

The Company's Policy relating to appointment of
Directors, payment of managerial remuneration, Directors'
qualifications, positive attributes, independence of
Directors and other matters as provided under Section
178(3) of the Companies Act, 2013 is furnished in
ANNEXURE-1 and forms part of this Report.

The Policy is also available in the Investors section, under
the ‘Codes & Policies' tab, on the website of the Company
and can be accessed at the web-linkhttps://havells.com/
media/wvsiwvg/PDF/Code-and-policies/Nomination-
and-Remuneration-Policy.pdf

14. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
in accordance with the parameters suggested by the
Nomination and Remuneration Committee, the Board of
Directors carried out an annual evaluation for the Financial
Year 2025-26, of its own performance, its Committees
and Individual Directors (including the Chairman). The
evaluation was undertaken by way of internal assessments,
based on a combination of detailed questionnaires and
verbal discussions.

Performance Evaluation of the Board and
Committees

The performance of the Board was evaluated by the
Board Members after considering inputs from all the
Directors primarily on:

• Board composition and quality with emphasis on its
size, diversity, skill set of members;

• Board's alignment with the Company's
values and vision;

• Board's participation and contribution in discussions
related to both strategic matters and risk
management appropriately;

• Board engagement with the broader leadership team;

• Periodic review of the Company's
management and internal control system for
appropriateness and relevance;

• Board process and procedure with emphasis on the
frequency of meetings, attendance thereof and flow
of information;

• Oversight of the Financial Reporting process
including Internal Controls and Audit Functions;

• Engagement in Corporate Governance, ethics and
compliance with the Company's code of conduct.

The Board evaluated the performance of the Committees

on the following parameters:

• Agenda and conduct of each Committee
meeting is appropriately driven by the respective
Committee Chair;

• Appropriateness of size and composition;

• Clarity of mandate and well-defined agenda;

• Reporting to the Board on the Committee’s activities;

• Availability of appropriate internal and external
support or resources to the Committees.

Performance Evaluation of Individual
Directors

The performance evaluation of the Individual Directors

were carried out by the Board and other Individual

Directors, considering aspects such as:

• Display of effective leadership qualities and skill;

• Exercise their duties with due diligence and

reasonable care;

• Maintain relationship of mutual trust and respect with
other Independent Directors;

• Independent Directors are also independent in their
view and judgements;

• Independent Directors have separate meeting(s)

each year, independent of other Board Members
and the management;

• Implementation of observations/ recommendations
of Board Members;

• Effective and timely resolution of grievances

of Board Members;

• Ability to bring convergence in case of divergent
views and conflict of interest situation tabled at
Board meetings;

• Sufficient knowledge of Company
strategy and objective;

• Understand their role as Director, as distinct
from management;

• Adequate and productive use of knowledge and
experience of the Independent Directors for the
functioning of Board;

• Efforts for professional development to enable better
fulfilment of their responsibilities;

• Ask questions/ critique proposals with confidence;

• Open and effective participation in Board discussions;

• Keep stakeholder interest as the touchstone in
endorsing decisions.

Evaluation Outcome

The outcome showed that the Board is knowledgeable,
balanced and functions very effectively. Management is
transparent, agendas are sent promptly and minutes are
accurately recorded.

The composition of the Board Committees has been
suitable and each committee has acted responsibly.
The Audit Committee functions to maintain the highest
standards, particularly concerning related party
transactions, impairment and pending (outstanding)
receivables. Separate meetings with statutory auditors
are regularly held without the presence of management
representatives. Statutory and internal auditors are
encouraged to exchange their findings wherever
necessary. In certain matters of high importance outside
legal advice is also taken.

The Independent Directors bring extensive experience
to the Board and management values their inputs. They
discharge their responsibilities effectively with independent
judgement and management responds promptly to their
recommendations. The Independent Directors also meet
separately. Key matters such as succession planning,
strategic direction in a highly competitive environment
and long-term business strategy are reviewed at
regular intervals.

The non-independent directors are well-versed in their
business areas and add meaningful value to decisions.

The Chairman provides effective leadership, is well
informed and ensures the smooth functioning of the
Board and the Company. He encourages open and
constructive discussions.

15. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3)
of the Companies Act, 2013, the Annual Return of the
Company is available on the website of the Company at
https://havells.com/corporate/investors/disclosure

1. Statutory Auditors

As per provisions of Section 139(1) of the Companies
Act, 2013, at the forthcoming Annual General
Meeting, M/s Price Waterhouse & Co Chartered
Accountants LLP (Registration No. 304026E/
E300009) are completing their First 5 (Five) year term
as Statutory Auditors.

Upon the recommendation of the Audit Committee,
the Board of Directors approves and recommends
for shareholders' approval the appointment of M/s
Price Waterhouse & Co Chartered Accountants
LLP (Registration No. 304026E/ E300009) for a
Second term of 5 (Five) consecutive years to hold
office from the conclusion of this 43^rd Annual General
Meeting until the conclusion of the 48^th Annual
General Meeting of the Company to be held in the
calendar year 2031.

Statutory Auditors’ Report

The observations of the Statutory Auditor in its
reports on standalone and consolidated financials
are self-explanatory and therefore do not call for any
further comments.

Details in respect of frauds reported by
auditors

There were no instances of fraud reported
by the auditors.

2. Cost Auditors

As per Section 148 of the Companies Act, 2013,
the Company is required to have the audit of its cost
records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 141 read with
Section 148 of the Companies Act, 2013 and Rules
made thereunder, M/s Chandra Wadhwa & Co.,
Cost Accountants (Firm Regn. No. 000239) were
appointed as the Cost Auditor of the Company for
the year ending 31^st March, 2026.

The due date for filing the Cost Audit Report of the
Company for the financial year ended 31^st March,
2025 was 21^st May, 2025 and the same was filed in
XBRL mode by the Cost Auditor within the due date.

Disclosure on maintenance of Cost Records

The Company made and maintained the Cost
Records under Section 148 of the Companies Act,
2013 (18 of 2013) for the Financial Year 2025-26.

3. Secretarial Auditors

The Shareholders of the Company had appointed
M/s MZ & Associates (Firm Registration No.
P2014DE040000) as the Secretarial Auditors
for a first term of 5 (Five) years beginning from
Financial Year 2025-26.

In terms of Section 204 of the Companies Act, 2013
and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
a Secretarial Audit Report given by the Secretarial
Auditors in Form No. MR-3 is annexed with this
Report as ANNEXURE-2. There are no qualifications,
reservations or adverse remarks made by Secretarial
Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the Financial
Year ended 31^st March, 2026 on compliance of
all applicable SEBI Regulations and circulars/
guidelines issued thereunder, was obtained from
M/s MZ & Associates, Company Secretaries,
Secretarial Auditors.

17. Particulars of Loans, Guarantees or
Investments under Section 186

The particulars of loans given, investments made and
guarantees provided by the Company under Section 186
of the Companies Act, 2013, have been disclosed in the
financial statements provided in this Integrated Annual
Report. Please refer to Note No. 33(14) of the Standalone
Financial Statements.

18. Particulars of Contracts or Arrangements
with Related Parties

All contracts or arrangements entered into by the
Company with its related parties during the Financial Year
were in accordance with the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations.

The Policy on Materiality of Related Party Transactions and
on dealing with Related Party Transactions as approved
by the Board is available on the Company's website and
can be accessed athttps://havells.com/media/wvsiwvg/
PDF/Code-and-policies/Related Party Transactions
Policy.pdf There were no materially significant related
party transactions which could have potential conflict with
the interests of the Company at large.

Form No. AOC-2 in terms of Section 134(3)(h) read
with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed with this
Report as ANNEXURE-3.

Further, the Members may refer to Note No. 33(6) of the
Standalone Financial Statements which sets out related
party disclosures pursuant to Ind-AS.

19. Contribution to Exchequer

The Company is a regular payer of taxes and other
duties to the Government. During the year under review
your Company paid H 519.26 crores towards Corporate

Income Tax as compared to H 523.85 crores paid during
the last Financial Year.

The Company has also paid an amount of H 4,387.64
crores on account of GST and Custom Duty as compared
to H 4,751.34 crores paid during last Financial Year.

20. Details relating to deposits covered under
Chapter V of the Companies Act, 2013

The Shareholders vide their Special Resolution dated
9^th June, 2014, passed by way of Postal Ballot, have
approved inviting/ accepting/ renewing deposits, in terms
of the provisions of the Companies Act, 2013, making the
Company eligible for the same. However, the Company has
not accepted any deposits during the year under review.

21. Corporate Social Responsibility (CSR)

Havells firmly believes that social responsibility is an integral
part of our organisational philosophy. This commitment is
reflected in our business practices, accountability and our
dedication to enhancing the well-being of communities
and society through meaningful environmental and social
initiatives. The Company has in place a CSR Policy framed
in accordance with the requirements of Section 135 of
the Companies Act and Rules framed thereunder. The
CSR Policy is available on the website of the Company
athttps://havells.com/media/wysiwyg/PDF/Code-and-
policies/CSR Policy.pdf

Over the years, Havells has significantly expanded its CSR
initiatives, with a strategic focus on key domains such as
Health and Nutrition, Education, Skill Development, Sanitation,
Environment & Conservation of Heritage. These endeavours
reflect our steadfast commitment to creating a meaningful and
sustainable impact in the communities we serve. Havells Mid
Day Meal programme under CSR in Alwar has been awarded
with Bhamashah Award for 8 consecutive years from State
Education Department (Rajasthan). Our CSR initiatives have
been recognised by eminent organisations like Assocham,
Rotary India and Electronics Sector Skill Council of India.

The details are available in the Social Capital section of
this Integrated Annual Report.

An Annual Report on CSR, setting out the disclosures
as per Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 alongwith the executive
summary of Impact Assessment Report is annexed
herewith as ANNEXURE-4.

22. Audit Committee

As at 31^st March, 2026, the Audit Committee of the
Board of Directors of the Company comprised 3
(Three) Members, namely Shri Upendra Kumar Sinha,
Smt. Namrata Kaul and Shri Bontha Prasada Rao, all of
them being Independent Directors.

Shri Upendra Kumar Sinha, an Independent Director, is the
Chairman of the Audit Committee. The Board accepted
the recommendations of the Audit Committee whenever
made by the Committee during the year.

23. Risk Management

Havells has built a strong and structured risk management
framework and the same is in accordance with leading
standards and guidelines. This includes ISO 31000:2018 -
Risk Management - Guidelines, Committee of Sponsoring
Organisations (COSO): Enterprise Risk Management -
Integrating with Strategy and Performance (2017) and
various regulations applicable in India.

This framework enables the systematic integration
of risk management across business processes and
organisational verticals. The Company places significant
emphasis on the adoption of next generation technologies
to support an enterprise-wide view of risk and compliance,
thereby enabling a more integrated and holistic
approach. These technologies enhance organisational
agility, operational efficiency, productivity and informed
decision making.

Integrated Risk Management Framework

The integrated risk management framework supports
management in identifying and evaluating appropriate
risk mitigation measures, aligned with the Company's
strategic objectives and defined risk appetite. The Board
of Directors, through its Enterprises Risk Management
(ERM) Committee chaired by an Independent
Director, provides oversight of the risk management
framework. The Committee provides supervision over
the implementation of risk management policies and
processes and periodically assesses the adequacy and
effectiveness of the framework in light of the risks faced
by the Company. Risk Framework reflects a strong focus
on Environmental, Social and Governance (ESG)
priorities and related risks. Through ongoing stakeholder
engagement, Company identify key ESG topics via a
structured materiality assessment, which guides its risk
management and strategic decision making.

ESG considerations are embedded across Company's
business strategy, with potential impact assessed at the
outset of projects and addressed through appropriate
mitigation measures using a holistic, integrated risk
management approach.

The ERM framework addresses critical risks related
to each business, function and location within the
organisation. A business-centric approach is utilised
to identify potential business risks, develop response
strategies and assign these to business and functional
risk owners. Business, functional and location teams
collaborate closely with the head of risk management
to identify risks, monitor performance and implement
decided-upon actions. The ERM Committee is updated

biannually on the status of all material risks along with risk
treatment plan & action. The ERM Council and Leadership
Council offer guidance for evaluating the risk maturity level
and identifying emerging business challenges. During
the year, the Company has conducted a comprehensive
benchmarking exercise, incorporating both global and
domestic standards and practices as well as function
specific risk maturity assessments. Additionally, the
Company's Information Security Management System
holds ISO 27001:2022 certification.

24. Details with respect to the adequacy of
internal financial controls with reference to
the Financial Statements

Havells has established a strong and effective system
of Internal Financial Controls (IFC) in accordance with
the provisions of the Companies Act, 2013. These
controls promote transparency, accountability and
consistency in the design and implementation of
internal control processes across the organisation. The
Company operates within a well defined Governance,
Risk & Compliance (GRC) framework, supported by
comprehensive policies, Standard Operating Procedures
(SOPs) and clearly articulated Financial and Operational
Delegation of Authority (DOA).

The deployment of a global ERP platform and integrated
GRC systems enables seamless role based access and
authority mapping across business and functional teams,
thereby facilitating efficient and controlled operations.
The internal control framework is appropriately scaled
to the size and nature of the Company's operations and
encompasses both financial and non financial controls.

The IFC framework supports orderly and efficient conduct
of business by ensuring compliance with applicable laws
and internal policies, safeguarding of assets, prevention
and detection of fraud and errors, maintenance of
accurate accounting records and timely preparation
of reliable financial information. This framework
safeguards stakeholder interests while promoting optimal
utilisation of resources.

Internal Audit Function

The Company's Internal Audit function conducts risk based
audits across business functions and is supported by
Ernst & Young (EY) as the Internal Audit partner, reinforcing
robust governance and independent assurance. The audit
strategy, along with key observations, root cause analysis
and status of corrective actions, is periodically reviewed
by the Audit Committee on a quarterly basis. Each
function operates under a defined Risk Control Matrix
(RCM), integrated with the Functional Dashboard and
Compliance Management System. This comprehensive
internal control architecture ensures effective compliance
with applicable statutory requirements and internal
governance standards.

25. Details of establishment of Vigil Mechanism

The Company has established a Vigil Mechanism called
“Satark” for its Directors and employees to submit
legitimate grievances or concerns, offering adequate
protections against misuse by those who utilise this
mechanism. All employees and business associates have
access to this mechanism to report any instances of fraud,
irregularity, wrongdoing or unethical activity. A designated
team conducts unbiased investigations into reported
issues, ensuring professional, ethical and confidential
conduct. Even the Chairman of the Audit Committee is
mapped to complaints received under the Satark policy.
This policy can also be found on the Company's website.

Havells comprehensive approach to integrated risk
management and internal financial controls reflects its
commitment to maintaining high standards of governance,
transparency and accountability.

26. Details of significant and material orders
passed by the regulators or courts or
tribunals impacting the going concern
status and Company’s operations in future

There was no significant and material order passed by
the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

27. Compliance with Secretarial Standards

The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.

28. Prevention of Sexual Harassment

The Company stays committed to fostering a safe,
respectful and inclusive workplace for its employees. The
Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘the POSH Act') and
has in place a “Nirbhaya” policy for women employees. An
Internal Complaints Committee has been constituted as
per the Policy to provide a forum to all female personnel
to lodge complaints (if any) and seek redressal. The
Committee conducts interactive sessions, from time to
time, to sensitise female employees about the provisions
of the POSH Act. The Committee submits an Annual
Report to the Audit Committee of the Board of Directors
on the complaints received and actions taken by it during
the relevant financial year. During the Financial Year 2025¬
26, no complaint was lodged with the Internal Complaints
Committee (ICC).

(a) No. of complaints of sexual harassment
received in the year: 0

(b) No. of complaints disposed off during the year: NA

(c) No. of cases pending for more than ninety days: 0

Besides, training and awareness programmes were
conducted during the year for all the employees, reinforcing
organisational expectations, reporting mechanisms and
acceptable workplace conduct. Dedicated sensitisation
sessions were conducted for the Human Resources
team, strengthening policy implementation and first-level
support capabilities. Focused capability development
session was delivered for Internal Complaints Committee
(ICC) members, covering legal provisions, inquiry
processes, confidentiality and principles of natural justice.
These initiatives reflect the Company's prevention-
first approach, with strong emphasis on awareness,
governance and capability building, beyond mere
statutory compliance. The Company remains committed
to sustaining a workplace culture rooted in dignity, respect
and zero tolerance towards harassment of any form.

29. Details pursuant to Section 197(12) of the
Companies Act, 2013

As per Section 136(1) of the Companies Act 2013, the
Integrated Annual Report is being sent to the Members
and others entitled thereto, after excluding the disclosure
on remuneration of employees as required u/s 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Any Member interested in obtaining a copy
of the said Statement may write to the Company Secretary
at the registered office of the Company.

Further, the Statement of Disclosure of Remuneration u/s
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Report and is
attached as ANNEXURE-5.

30. Employees Stock Purchase Schemes

The Company had in place 4 (Four) employee benefit
schemes, namely, Havells Long Term Incentive Plan 2014
(‘LTIP 2014'), Havells Stock Purchase Scheme 2015
(‘ESPS 2015'), Havells Stock Purchase Scheme 2016
(‘ESPS 2016') and Havells Stock Purchase Scheme
2022 (‘ESPS 2022') until the end of financial year ended
31^st March, 2026.

With effect from 1^st April, 2026, upon the recommendation
of the Nomination and Remuneration Committee, the
Board of Directors of your Company have proposed
the institution of the Havells Employees Stock Purchase
Scheme 2026 (‘ESPS 2026'), subject to the approval
of the shareholders at the forthcoming Annual General
Meeting. The proposed ESPS 2026 has been approved
by the Nomination and Remuneration Committee and
the Board, in their respective Meetings held on 19^th
January, 2026 with the intent of introducing a Scheme

for rewarding senior management based on the level of
their designation in the Company and the performance of
Company. With ESPS 2026 taking effect, the other three
employee stock purchase plans of the Company, namely,
LTIP 2014, ESPS 2016 & ESPS 2022 will be repealed.
Nonetheless, the vesting and allotment of Shares
for grants already made under the above-mentioned
schemes will continue to remain in effect and would be
receivable by the relevant Eligible Employees subject to
conditions provided in the respective Schemes. Hence,
after the introduction of the new scheme (‘ESPS 2026'),
fresh grants for the financial year 2026-27 onwards, will be
made only under two Schemes of the Company namely,
ESPS 2015 and ESPS 2026.

All the existing and proposed benefit schemes are
administered by Havells Employees Welfare Trust under
the supervision of the Nomination and Remuneration
Committee. Promoters, Independent Directors and
Directors directly or indirectly holding 10% or above of
the equity share capital of the Company are not eligible
for the grant of options/ issue of shares under any
of the Schemes.

The Company has received a certificate dated 20^th April,
2026 from the Secretarial Auditors of the Company that
the Schemes have been implemented in accordance
with the applicable SEBI Guidelines and the Resolutions
passed by the shareholders dated 9^th June, 2014 (further
amended on 8^th July, 2022), 4^th December, 2015, 13^th July,
2016 and 8^th July, 2022 in respect of LTIP 2014, ESPS
2015, ESPS 2016 and ESPS 2022, respectively. The
Certificate will be placed at the Annual General Meeting
for inspection by Members. There has been no material
change in any of the subsisting Schemes. Disclosures
pursuant to SEBI (Share Based Employee Benefits)
Regulations, 2014, in respect of LTIP 2014, ESPS 2015,
ESPS 2016 and ESPS 2022 as at 31^st March, 2026 are
available on the website of the Company athttps://havells.
com/corporate/investors/disclosure

31. Credit Ratings
CARE Ratings

CARE has yet again assigned a CARE AAA [Triple A] rating
to the long-term facilities of your Company during the
reported Financial Year. This rating is applicable to facilities
having a tenure of more than one year. Instruments with this
rating are considered to have the highest degree of safety
regarding timely servicing of financial obligations. CARE
has also reaffirmed the CARE A1 [A One Plus] rating
assigned to the short-term facilities of your Company. This
rating is applicable to facilities having a tenure upto one
year. Instruments with this rating are considered to have a
very strong degree of safety regarding the timely payment
of financial obligations.

CARE has also reaffirmed the CARE A1 [A One Plus]
rating assigned to the Commercial Paper.

The Corporate Governance practices of the Company
are also rated by CareEdge Advisory Research and
Training (CART) as CG2 . Grading is assigned on a six-
point scale with CG 1 being the highest and CG 6 being
the lowest. CART's CG grading is a measure of the
overall performance of the corporate governance on a
broad range of parameters such as Board Composition
and Functioning, Ownership Structure, Organisation
Structure and MIS, Shareholder Relationship, Disclosures
and Transparency, Financial Prudence and Statutory &
Regulatory Compliance.

32. Corporate Governance

The Company continues to uphold robust standards of
corporate governance through transparent practices,
sound management systems and unwavering
compliance with applicable laws and regulations.
Guided by strong ethical values, the Company remains
focused on responsible decision making, equitable value
creation and effective oversight, while fulfilling its social
and environmental responsibilities. This governance
framework supports sustainable growth and safeguards
the long term interests of all stakeholders.

Parameters of statutory compliances evidencing the
standards expected from a listed entity have been duly
observed and a Report on Corporate Governance as
well as the Certificate from Statutory Auditors confirming
compliance with the requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) forms part of the
Integrated Annual Report.

A Certificate of the Chief Executive Officer and Chief
Financial Officer of the Company in terms of the SEBI
Listing Regulations, inter-alia, confirming the correctness
of the financial statements and cash flow statements,
adequacy of the internal control measures and reporting
of matters to the Audit Committee, is also annexed to the
Corporate Governance Report.

33. Management Discussion and Analysis
Report

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is
presented in a separate section, forming part of the
Integrated Annual Report.

34. Environment, Health and Safety

Havells India Limited considers Environment, Health
and Safety (EHS) a foundational pillar of its broader

Environmental, Social and Governance (ESG)
commitments. Our EHS strategy is designed to create
long term stakeholder value by ensuring environmentally
sustainable operations and maintaining the highest
standards of occupational health and safety across all
manufacturing locations.

To strengthen ESG governance, a Board level ESG
Committee, chaired by an Independent Director, provides
strategic guidance for the Company's ESG agenda.
Through this strong governance architecture, Havells
continues to advance its sustainability goals and drive
meaningful impact for people and the environment.

In line with our commitment to robust EHS management,
all manufacturing facilities operate under fully integrated
EHS management systems certified to ISO 14001
(Environmental Management Systems) and ISO 45001
(Occupational Health & Safety Management Systems).

The Company has also implemented ISO 50001 (Energy
Management System), enabling continuous improvement
in energy performance and operational efficiency. Our
EHS Policy, reinforced through periodic third party audits,
provides clear direction to ensure a safe, healthy and
compliant workplace.

Safety remains a top organisational core value. All our
manufacturing sites are covered under our externally
audited Occupational Health and Safety Management
System. Mandatory safety induction programmes and
continuous capability building initiatives are conducted for
all employees and contract workers. During the reporting
period, more than 4,000 training programmes were
conducted across plants, strengthening environmental
awareness and reinforcing collective responsibility.

To enhance governance and digital monitoring, the
Company has deployed the Havells Safety Application,
enabling centralized governance of Permit to Work,
Incident Management, Audits, Hazard Identification and
Risk Analysis (HIRA) and Observation Management. A
comprehensive HIRA framework has been instituted
across all manufacturing sites, engaging cross functional
teams to systematically identify hazards, assess risk
levels and drive risk reduction from high to tolerable
and ultimately acceptable levels, further reinforcing our
commitment to employee well being.

Although Havells does not fall under the energy intensive
category, the Company remains committed to minimizing its
environmental footprint. Key initiatives include the installation
of 17.60 MW of solar energy capacity, achieving and
maintaining Zero Waste to Landfill certification and planting
over 29 lakhs tree saplings in recent years. We continue
to increase the use of recycled water, reduce freshwater
consumption and implement energy efficiency measures
such as replacing conventional motors with energy efficient
models, deploying variable frequency drives and optimizing
machine operating cycles and conveyor systems.

These initiatives reflect Havells' sustained commitment
to environmental stewardship, operational excellence
and safety leadership. Continuous improvement remains
central to our approach as we progress toward our long
term ESG objectives and contribute to a safer, cleaner
and more sustainable future.

35. Research and Development

We are approaching two decades of R&D operations that
has evolved into a strong platform of product knowledge,
key competencies and global ecosystem connect, rightly
poised to be a leading contributor towards Havells growth
over next few years.

We are transforming with focus on fast growing fields
of AI/ML, renewables and other emerging trends. Our
strive towards developing in-house competency on key
technologies is aimed towards building the complete
ecosystem contributing towards the vision of Aatmanirbhar
Bharat. This will be further augmented by collaborations
with leading universities, institutions and tech companies.

We have maintained a strong momentum towards the
vision of becoming a World-class R&D organisation with
sustained investment in R&D which equates to 1.2%
of Net sales during Apr' 2025 - Mar' 2026 and in turn
delivering 31% of total Net sales through NPD (New
product development) in the same period.

We would continue to invest in expansion of R&D
capacity and contribute towards building an Ecosystem
of Innovation in the region, extending from our own
competency growth and collaborating with academia,
start-ups and technology companies.

Other key area of investments is towards building a
global talent pool. This year we have made appointments
of globally renowned experts in areas of design and
electronics development.

Our focus continues to be on long-term IP creation. During
Apr' 2025 - Mar' 2026, we have added 22 new patent
applications and 126 new design registrations increasing
our cumulative tally of applications to 292 patents and
1,550 design registrations respectively. Out of the total
applied patents, 99 are already granted.

Time and again we have demonstrated the complete cycle
of understanding consumer pains, crafting technology driven
solutions and delivering consumer delight through seamless
user experience in our products and solutions. Introduction of
BLE (Bluetooth Low Energy) based connected solution with
Agentic AI voice, will lead the democratization of connected
solutions at an affordable cost driving the penetration of
smart features into a wider range of our products portfolio.

Looking into the future, Smart and Sustainable technologies
will be a key area of focus in our next phase of strategy.
During the year, 46% of our R&D spends were done on

sustainable technologies and products development. We
introduced Motron EV charger and Solar GTI inverter,
marking a step towards renewable energy solution.

Our R&D efforts continue to be recognised by various
acclaimed institutions. The key highlight of the year
includes various prestigious design awards like CII Design
excellence award, German design awards, IF award,
European product design award, Red dot design award
and recognition at CII Innovation awards 2025.

36. Transfer to Investor Education and
Protection Fund

(A) Transfer of Unpaid Dividend

Pursuant to the provisions of Section 124(5) of
the Companies Act, 2013, your Company has
transferred H 17,40,304 during the year to the
Investor Education and Protection Fund.

These amounts were lying unclaimed/ unpaid with
the Company for a period of 7 (Seven) years after
declaration of Final Dividend for FY ended 2017-18.

(B) Transfer of Shares underlying Unpaid
Dividend

During the Financial Year, the Share Allotment
and Transfer Committee in its Meeting held on
16^th September, 2025, transmitted 46,322 Equity
Shares on account of Unclaimed Dividend (Final)
for FY 2017-18 into the DEMAT Account of the
IEPF Authority held with NSDL (DPID/ Client ID
IN300708/10656671) in terms of the provisions of
Section 124(6) of the Companies Act, 2013 and
the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended from time to time.

These Equity Shares were the Shares of such 43
Shareholders whose unclaimed/ unpaid dividend
pertaining to Financial Year 2017-18 (Final) had been
transferred into the IEPF and who had not encashed
their dividends for 7 (Seven) consecutive years.

Individual reminders were sent to concerned
Shareholders advising them to encash their dividend
and the complete list of such Shareholders whose
Shares were due for transfer to the IEPF was also
placed in the Unclaimed Dividend Section of the
Investors Section on the website of the Company
at https://havells.com/corporate/investors/

unclaimed-dividends

With the transfer of above-said shares into IEPF, a
total of 3,77,592 Shares of the Company (after taking
into account the shares claimed back out of IEPF)
were lying in the Demat A/c of the IEPF Authority,
hereinabove mentioned, after considering the valid
claims made therefrom. Concerned Shareholders

may still claim the shares or apply for refund to the
IEPF Authority in Web Form No. IEPF-5 available
on www.iepf.gov.in. The voting rights on shares
transferred to the IEPF Authority shall remain frozen
until the rightful owner claims the shares.

The shares held in such DEMAT account shall not be
transferred or dealt with in any manner whatsoever
except for the purpose of transferring the shares
back to the claimant as and when the shareholder
approaches the Authority. All benefits except rights
issue accruing on such shares e.g. bonus shares,
split, consolidation, fraction shares etc., shall also
be credited to such DEMAT account. Any further
dividend received on such shares shall be credited
to the IEPF Fund.

During FY 2025-26, the Company undertook a
focused special drive for updation of KYC and related
details to assist shareholders in claiming unpaid and
unclaimed dividends and to prevent their transfer
to the Investor Education and Protection Fund. The
Company also facilitated shareholders through a
special window for re-lodgement of transfer requests
of physical shares, in line with applicable SEBI and
IEPF requirements. These initiatives were supported
through multi channel shareholder communication.
Further details of these initiatives are provided in the
Corporate Governance Report.

37. Listing of shares

The equity shares of the Company are listed on the National
Stock Exchange of India Ltd. (NSE) and BSE Limited
(BSE). The listing fee for the year 2026-27 has already
been paid to the credit of both the Stock Exchanges.

38. Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The information pertaining to conservation of energy,
technology absorption, foreign exchange earnings
and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished in ANNEXURE - 6
and forms part of this Report.

39. Business Responsibility and Sustainability
Report (BRSR)

ESG considerations have increasingly become integral
to how businesses define long term value creation and
accountability. As expectations from regulators, investors
and other stakeholders continue to evolve, companies are
expected not only to manage their environmental and social
impacts responsibly but also to communicate these efforts
with clarity and credibility. At Havells, responsible business
conduct has long been embedded in the way we operate

and we remain committed to transparent and meaningful
disclosure of our ESG performance in line with applicable
regulations and globally accepted reporting practices.

We are pleased to present our fifth BRSR for the fiscal
year 2025-26, which forms an integral part of our annual
report. The report has been prepared in accordance with
the format prescribed under Regulation 34(2)(f) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended vide Gazette Notification
No. SEBI/LAD NRO/GN/2021/22 dated May 05, 2021
and is aligned with the nine principles of the National
Guidelines on Responsible Business Conduct issued by
the Ministry of Corporate Affairs, Government of India.

We have further strengthened our reporting frameworks,
systems and internal controls to ensure the accurate
and reliable collection of data for BRSR disclosures. As
per the SEBI's circular: SEBI/HO/CFD/ CFD-PoD-1/P/
CIR/2025/42 dated March 28, 2025, listed entities are
required to mandatorily undertake assessment or assurance
of the BRSR Core. In line with the same, Company has
undertaken assurance of the BRSR Core from FY 2024-25
onwards, reflecting our continued commitment to enhanced
transparency and disclosure quality.

Havells firmly believes that sustainable and inclusive
growth is underpinned by strong environmental and
social stewardship, supported by robust governance
practices. This report reflects the Company's continued
efforts to embed ESG considerations into its business
strategy, operations and decision making processes
and to communicate these efforts transparently to
its stakeholders.

In addition to the BRSR, Havells publishes annual
voluntary sustainability disclosures aligned with globally
recognised frameworks, including Global Reporting
Initiative (GRI) standards and the Value Reporting
Foundation's Integrated Reporting framework based on
six capitals. These disclosures, along with the required
alignment between sustainability disclosures and the
BRSR as mandated by SEBI, are available on our website
at www.havells.com.

40. Other Disclosures

The Government of India has enforced the four new
Labour Codes with effect from 21^st November, 2025,
subsuming and rationalising various existing labour laws
relating to wages, social security, industrial relations
and occupational safety, health and working conditions.
During the year under review, the Company evaluated
the applicability and implications of these Codes on
its operations and employment practices. Based on
such assessment, necessary revisions were initiated
in wage structures, statutory benefits, employment
documentation, health and safety frameworks and
employee settlement processes to align with the revised

regulatory requirements currently in force. Appropriate
financial provisions have been made arising from the
implementation of the new Labour Codes. The Company
continues to ensure compliance in line with applicable
rules and guidelines as may be notified by the authorities
from time to time.

The Company is in compliance with the provisions relating
to the Maternity Benefit Act, 1961.

There were no transactions on the following matters
during the year under review and hence no reporting or
disclosure is required:

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save
and except Employees' Stock Purchase Schemes
referred to in this Report.

• There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with
any Bank or Financial Institution.

41. Acknowledgements

The Board of Directors places on record its sincere
appreciation to our customers, whose trust, continued
patronage and valuable feedback remain the foundation of
our sustained growth. Your insights enable us to anticipate
evolving market needs, drive innovation and strengthen
our product portfolio, helping Havells consistently remain
ahead in a dynamic business environment. We extend
our heartfelt gratitude to our vendors and business
partners for their enduring collaboration and unwavering
support, which continues to strengthen our operational
capabilities and expand our global footprint. The Board
also acknowledges the dedication, commitment and
passion of our employees, whose collective efforts
are instrumental in building the Company's goodwill,
resilience and long term success. The Board is grateful
to the regulatory authorities, bankers, financial institutions,
rating agencies, stock exchanges, depositories, auditors,
legal advisors, consultants and all other stakeholders for
their guidance and support. Your steadfast commitment
to ethical governance, transparency and responsible
business practices reinforces integrity and accountability
across our operations.

For and on behalf of
Board of Directors of Havells India Limited

Anil Rai Gupta

Noida, April 22, 2026 Chairman and Managing Director