Havells India Ltd Directors Report

Your Directors are pleased to present the 42^nd Annual Report (Integrated) on the business and operations of the Company and the audited financial statements for the financial year ended 31^st March, 2025.

1. Financial Summary or Highlights

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

Financial Summary

( in Crores)

	Standalone		Consolidated
Particulars
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	21,746	18,550	21,778	18,590
Other income	302	249	303	249
Total Income	22,048	18,799	22,081	18,839
Cost of material consumed	14,589	12,537	14,609	12,569
Employee benefit expense	1,852	1,541	1,870	1,548
Finance costs	43	46	43	46
Depreciation and amortisation expenses	399	338	400	339
Other Expenses
- Advertisement & Sales Promotion	622	527	624	527
- Others	2,534	2,100	2,545	2,103
Profit before Tax	2,009	1,710	1,990	1,707
Less : Tax	520	437	520	437
Profit for the year	1,489	1,273	1,470	1,271
Other Comprehensive Income	(22)	(5)	(21)	(5)
Total Comprehensive income for the year, net of tax	1,466	1,268	1,449	1,266

Havells India revenue grew 17.2% in FY 2024-25 over 2. the previous year. Margins remained intact, however the overheads increased at a slightly higher rate on account of continued investment in the brand and talent. Advertising expenses were higher by 18.0% and the employee benefit expenses rose by 20.2%. During the year, the Company incurred capital expenditure of 798 crores. Annual depreciation was higher with commissioning of two new plants recently. The profit before tax increased by 17.5% to 2,009 crores in FY 2024-25 from 1,710 crores in FY 2023-24.

Segment wise performance (standalone):

Brief Description of the Companys Working During the Year/ State of Companys Affairs

FY 2024-25 was marked by subdued consumer demand, while industrial and infrastructure trends remained encouraging. Persistent inflation continues to impact the consumer spending. Real estate activity has seen a notable uptick over the past few years, however the benefits are yet to be reflected across electricals and consumer durables. Against this backdrop, Havells saw decent revenue growth, supported by its diversified product portfolio.

( in Crores)

		2024-25			2023-24
Segments	Revenue	Segment Results	Segment Results (%)	Revenue	Segment Results	Segment Results (%)
Switchgears	2,395	539	22.5%	2,245	596	26.5%
Cables	7,184	772	10.7%	6,318	716	11.3%
Lighting and fixtures	1,653	254	15.3%	1,627	247	15.2%
Electrical consumer durables	4,011	399	10.0%	3,482	387	11.1%
Lloyd Consumer	5,123	131	2.6%	3,785	(164)	(4.3)%
Others	1,379	25	1.8%	1,094	25	2.2%
Total	21,746	2,120	9.7%	18,550	1,807	9.7%

During the year, switchgear segment revenue grew 6.7% primarily led by growth in switches and domestic switchgear while industrial switchgears experienced softness.

Cables segment saw 13.7% revenue growth as it witnessed demand fluctuations led by sharp volatility in copper prices, particularly impacting flexible cables revenues. Power Cables performance was supported by gradual easing out of capacity constraints as Havells commissioned new manufacturing capacity in Tumakuru during the year.

Lighting segment continue to face headwinds with LED price defiation during the year. Havells, with a healthy volume growth and a focus on driving product mix towards value-added lighting products, minimised the impact of defiation to some extent and grew the revenues by 1.6%.

Electrical Consumer Durables (ECDs) regained momentum with healthy growth of 15.2% and market share gains during the year. Favourable summer season also supported the demand for cooling products like fans and air coolers.

Driven by investments in the emerging categories, Havells "Others" segment accelerated its revenue growth to 26.1%. It includes motor, solar, pumps, personal grooming and water puri_er product categories.

Lloyd delivered robust revenue growth of 35.3% as it capitalised on a strong summer season, improved brand strength and expanded channel presence. Revenue growth along with focussed efforts towards cost efficiencies, Lloyd achieved segment level profitability. It continues to drive improvement in consumer advocacy, upliftment of brand image and premiumisation.

In addition to expanding existing international export business, the Company took several initiatives to tap the growing opportunity across switchgears, cables, lighting and air conditioners. During the year, Havells recorded healthy growth in export revenues, with developed markets revenue growing at a relatively faster rate.

Havells continued its aggressive investments in core growth pillars – Brand, Omni-Channel, Innovation, Digitisation and Talent. 622 crores were invested during the year in brand building through advertising spends. Identifying South as a large opportunity to strengthen its brands, the Company inducted additional brand ambassadors including Vijay Sethupathi for Lloyd and celebrity couple Nayanthara and Vignesh for Havells.

To strengthen its presence across all consumer touchpoints, the Company deepened its engagement with alternate emerging channels including modern format retail, e-commerce, quick commerce, semi-urban and rural areas. Alongside, sustained investments were made in digitisation and R&D. During the year, Havells also invested in augmenting its manufacturing capacities and announced large capital expenditure for higher sized cables plant in Tumakuru, Karnataka and refrigerators plant in Ghiloth, Rajasthan. Talent investments were focussed across emerging categories, alternate channels and R&D, while the frontline team of In-Shop Demonstrators (ISD) was bolstered to enhance direct consumer engagement. The Company continues to maintain financial discipline & uphold strong corporate governance while keeping its capital allocation aligned with the intent of creating stakeholder value. A consistent dividend payout was maintained with a healthy balance sheet and cash flow generation.

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

As on 31^st March 2025, the Company has 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 in United States of America (USA).

The Consolidated Profit and Loss Account for the period ended 31^st March 2025, includes the Profit and Loss Account for the subsidiaries Havells Guangzhou International Limited, Havells International Inc, Havells HVAC LLC and Havells Lighting LLC for the complete Financial Year ended 31^st March, 2025. The Board of Directors of the Company has, by Resolution passed in its Meeting held on 22^nd April 2025, 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 included in the Consolidated Financial Statements is presented in a separate section in this Integrated Annual Report. Please refer (Form No. AOC-1) annexed to the 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

Ther e are no companies which have become or to be subsidiaries and/ or associate of the Company during the financial year 2024-25.

4. Reserves

Y our Directors do not propose to transfer any amount 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 at https://havells.com/media/wysiwyg/ PDF/Code-and-policies/Dividend_policy.pdf, the Board of Directors, in its Meeting held on 16^th January, 2025, declared an interim dividend of 4/- per equity share of face value of 1/- each, to all the Shareholders who were recorded on the Register of Members as on 22^nd January, 2025, being the record date fixed for this purpose. In addition to the Interim Dividend, your Directors are pleased to recommend a Final Dividend @ 6.00/- per equity share for the financial year 2024-25. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of 376.17crores (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 26^th May, 2025, Monday to 30^th May, 2025, Friday (both days inclusive).

6. Shar e Capital

During the year, the Company issued and allotted 2,58,702 Equity Shares of 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 62,69,41,732 comprising 62,69,41,732 Equity Shares of 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, 4,02,848 Equity Shares of 1/- each, were approved for Grant on April 21, 2025 and Vested (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 1/- each to be allotted/ transferred to the eligible employees under the respective schemes.

A summary is given below:	No. of Shares Granted	No. of Shares
		Vested
Havells Employees Stock
Purchase Plan 2014	74,115	73,082
Havells Employees Stock
Purchase Scheme 2015	1,50,000	1,50,000
Havells Employees Stock
Purchase Scheme 2016	44,043	41,607*
Havells Employees Stock
Purchase Scheme 2022	1,34,690	57,232**

* Out of 41,607 Shares Granted for FY 2024-25, 18,566 Shares Vested out of Grants for FY 2024-25, 14,006 Shares Vested out of Grants for FY 2023-24 and 9,035 Shares Vested out of Grants for FY 2022-23.

** Out of 57,232 Shares Granted for FY 2024-25, 21,519 Shares Vested out of Grants for FY 2024-25, 19,628 Shares Vested out of Grants for FY 2023-24, 12,529 Shares Vested out of Grants for FY 2022-23 and 3,556 Shares Vested out of Grants for FY 2021-22.

8. Change in the nature of business, if any

Ther e was no change in the nature of business of the Company during the financial year ended 31^st March, 2025.

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

During the financial year 2024-25, no changes took place in the composition of the Board of Directors of the Company.

Retir ement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Siddhartha Pandit (DIN: 03562264) and Shri Anil Rai Gupta (DIN: 00011892), are due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

The Board recommends their re-appointment.

Re-appointment of Whole-time Director(s)

Shri Siddhartha Pandit (DIN: 03562264), Whole-time Director, was last re-appointed by the Shareholders of the Company in the Annual General Meeting held in 2021 for a term of 3 (Three) years with effect from 29^th May, 2022. His term is expiring on 28^th May, 2025.

Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 21^st April, 2025, has approved the re-appointment of Shri Siddhartha Pandit, as a Whole-time Director of the Company for another term of 3 (Three) years with effect from 29^th May, 2025. The reappointment is subject to approval of the shareholders in general meeting and the Board recommends the same at the ensuing AGM.

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, 2025:

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 2024-25, 5 (Five) 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, a separate Meeting of the Independent Directors of the Company was also held on 19^th March, 2025, 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 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 reappointment, 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. PolicyonDirectorsappointmentandremuneration 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 recommends to the Board qualified candidates for directorship.

The Companys 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-link https:// havells.com/media/wysiwyg/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 2024-25, of its own performance, its Committees and Individual Directors. 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;

• Periodic review of the Companys 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 Companys code of conduct.

The Board evaluated the performance of the Committees on the following parameters:

• Appropriateness of size and composition;

• Clarity of mandate and well-defined agenda;

• Reporting to the Board on the Committees 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;

• 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 brought out that the Board is effective and follows highest standards of Corporate Governance practices. There is transparency in the working of the Board. Board members contribute effectively on monitoring performance, compliance and strategy. Assumptions of management are challenged and future course of action decided by the Board. The Audit Committee regularly meet the auditors separately. Meetings of Independent Directors are held regularly with the Auditors and findings shared with the Chairman and with the Board. The Company scores very high in timely communication of agenda, facilitating discussions and recording minutes truthfully.

The Board Committees well support the effective performance of the Board. The suggestions given in the Committee meetings are willingly implemented by the management.

The ndependentI Directors are from diverse fields of management. They regularly review the practices in governance, compliance, ATR on audit findings, succession planning etc.

The non-independent Directors are strong in their respective areas and contribute immensely for the performance of the Company. They have outstanding knowledge of the sector, business issues of the Company and the emerging local and global developments. They also exhibit willingness to evaluate and implement suggestions from the independent Directors.

The Chairman is a visionary leader, highly knowledgeable in all aspects of the Company, its businesses and products. He strongly demonstrates Leadership in Consensus building and takes the Team together for delivering Excellent Performance. Most importantly he has put in place a well thought succession plan acceptable to all. He is a highly recognised industry leader known for his understanding and grip over the sector. The Chairman is open, transparent, collegial, listens to views of Board members and acts on them, upholds the highest standards of corporate governance.

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

16. Auditors

1. Statutory Auditors

As per provisions of Section 139(1) of the Companies Act, 2013, the Company has appointed M/s Price Waterhouse & Co Chartered Accountants LLP (Registration No. 304026E/E300009) as Statutory Auditors for a period of 5 (Five) years in the AGM of the Company held on 30^th June, 2021.

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, 2025.

The due date for filing the Cost Audit Report of the Company for the financial year ended 31^st March, 2024 was 29^th May, 2024 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 2024-25.

3. Secretarial Auditors

Upon the recommendation of the Audit Committee, the Board of Directors approves and recommends for shareholders approval the appointment of M/s MZ & Associates (Firm Registration No. P2014DE040000) for a first term of 5 (five) years beginning from financial year 2025-26.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s Balika Sharma & Associates, Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31^st March, 2025.

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, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Balika Sharma & 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 Companys website and can be accessed at https://havells.com/media/wysiwyg/ 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. The Company did not enter into any contract/ arrangement/ transaction with related parties which is required to be reported in 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.

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 523.85 crores towards Corporate Income Tax as Compared to 387.88 Crores paid during the last financial year.

The Company has also paid an amount of 4,751.34 crores on account of GST and Custom duty as compared to 3,973.11 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 has a strong belief that social responsibility is an integral part of our philosophy. This commitment is reflected in our business practices, accountability and dedication to enhancing the well-being or communities and society through our 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 at https://havells.com/media/wysiwyg/PDF/ Code-and-policies/CSR_Policy.pdf

Throughout the year, the Company expanded its CSR initiatives, focusing on key areas including Health and Nutrition, Education, Skill Development, Sanitation, Environment and National Sports. These efforts demonstrate our commitment to creating a positive impact in the communities we serve.

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

Directors 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 – 3.

22. Audit Committee

As at 31^st March, 2025, the Audit Committee of the Board of Directors of the Company comprised 3 (Three) Members, namely Shri Upendra Kumar Sinha, Smt. Namrata Kaul, Shri Bontha Prasada Rao, all of whom are 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. Integrated Risk Management Framework

Integrated Risk Management at Havells: A Comprehensive Approach

Havells has established a robust foundation for its risk management framework by adopting the internationally recognized COSO framework. This framework is critical in integrating risk management functions into business processes and verticals throughout the organization. A significant emphasis is placed on the adoption of Next Generation Technologies that support an enterprise-wide view of risk and compliance, fostering a more holistic approach. These technologies enhance agility, productivity, efficiency and informed decision-making.

Integrated Risk Management Framework

The integrated risk management framework is instrumental in assisting management to identify the optimal options for mitigating identified risks, aligning with the organizations strategy, objectives and risk appetite.

To oversee the companys risk management strategy, the Board of Directors has established the Enterprises Risk Management (ERM) Committee. This committee supervises how management ensures adherence to the companys risk management policies and procedures and evaluates the suitability of the risk management framework considering the risks the company faces.

The ERM framework addresses critical risks related to each business, function and location within the organization. A business-centric approach is utilized 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 self-benchmarking exercise, incorporating both global and domestic standards and practices as well as function-specific risk maturity assessments. Additionally, the companys 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 Internal Financial Control & Assurance Framework

Havells has robust internal financial controls (IFC) systems, in line with the requirements of the Companies Act 2013. This system enhances transparency and accountability in the organizations process of designing and implementing internal controls. The company has a clearly defined Governance, Risk & Compliance Framework, Policies, Standard Operating Procedures (SOP), and Financial

& Operational Delegation of Authority (DOA). Global ERP Platform & GRC systems facilitate mapping with role-based authority to business and functional teams, ensuring smooth operations across the organization. The companys internal control systems are commensurate with the nature & size of its business considering both financial & non-financial controls.

The IFC process helps the company to operate in an orderly and effective manner by ensuring adherence to rules, asset protection, fraud and error prevention and detection, accurate and comprehensive accounting records and timely preparation of trustworthy financial information. This system safeguards the interests of all stakeholders and optimizes resource utilization.

Internal Audit Function

The companys Internal Audit function conducts risk-based audits. The Audit Committee approves the strategy and reviews major findings quarterly, including root cause analysis and action status. Each business function has a corresponding Risk Control Matrix (RCM), mapped to the Functional Dashboard, Compliance Management System, and GRC Process Control. This internal control framework ensures compliance with all relevant rules and legislation.

25. Details of the establishment of Vigil Mechanism for Directors and Employees

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 utilize 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 companys 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 Companys operations in future

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys 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

As a responsible employer, Havells has always been conscious of its duty towards prevention and control of sexual harassment at workplace. 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 2024-25, 2 (Two) complaints were lodged with the Internal Complaints Committee. Both the complaints were disposed off and as at the end of the financial year, no complaint remained pending. Besides, awareness programmes and workshops are conducted from time to time to educate the employees on the scope of the Policy and the grievance redressal mechanism under the Act including practical case studies from across the industries. Further, workshops were also held during the year for senior leadership to emphasize their role in fostering a safe and inclusive workplace culture.

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

30. Employees Stock Purchase Schemes

The Company has 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).

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, Directors directly or indirectly holding 10% or above of the equity share capital of the Company, Employees not residing in India or Non-Resident Indians (NRIs) are not eligible for the grant of options/ issue of shares under any of the Schemes.

The Company has received a certificate dated 19^th April, 2025 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, 2025 are available on the website of the Company at https://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 current 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 up to 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. CARTs 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 is committed to the highest level of corporate governance standards by applying the best management practices, compliance with the law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for the sustainable development 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 prioritizes Environment, Health and Safety (EHS) as crucial components of its overarching Environmental, Social and Governance (ESG) initiatives. The companys EHS strategies aim at creating long-term value for its stakeholders by achieving the most environmentally sustainable and safest operations across all manufacturing units by optimizing natural resource usage and ensuring a secure and healthy workplace.

To address the broader ESG agenda, Havells has already established a board-level ESG Committee, led by an independent director to ensure that the ESG Agenda is conformed to.

With a vigorous governance mechanism, companys aim is continuous working towards our ESG Goals to lead change and make a positive difference to people and environment. In line with its commitment to EHS management, Havells has implemented fully integrated EHS management systems at all manufacturing sites, certified according to internationally recognized ISO 14001 and ISO 45001 standards. The company places utmost importance on the health and safety of its workforce, as evident from its clearly outlined EHS Policy, which is regularly reinforced through specialized third-party safety audits. We have also implemented EnMS (ISO 50001), thus achieving improved operational efficiencies.

Safety remains a top priority for Havells and we are committed to providing a safe and productive environment for our workforce, we continue to maintain the best health and safety measures across all our manufacturing locations. 100% of our employees and workers at manufacturing sites are covered by our occupational health and safety management system which is audited by an external party on a periodic basis. We strive to upgrade our workforce skills levels through various learning & development programmes throughout the year. Further, at the time of induction, basic Safety trainings are given to all employees and workers at all our manufacturing sites. Company had also conducted 1500+ Training Programs at the manufacturing plants in aligning our environmental goals emphasising the collective responsibility towards a greener planet. The Company is committed to continuous improvements to ensure our ESG initiatives align with our long-term sustainability goals. Company has also introduced ‘Havells Safety Application that tracks the Permit Management, Incident Management, Audit and Hazard Identification and Risk Analysis (HIRA) Management and Observation management. To strengthen our safety initiatives, we have also formulated Hazard Identification and Risk Analysis HIRA framework to assess hazards and their associated risks. We have engaged the team members from manufacturing, EHS personnel and teams working on machine to work on identified activities to reduce High risk to Tolerable risk level and finally to Acceptable levels. This would enable the Company to prioritise employee well-being.

Despite not being classified as an energy-intensive sector, Havells remains cognizant of its environmental impact and actively takes progressive steps to minimize it. Our dedication to environmental conservation drives our efforts to enhance the companys ecological impact. Examples of initiatives include the installation of 15.6 MW solar capacity, continued certification of Zero Waste to Landfill and plantation of over 25+ lakh tree saplings over the last few years. We are actively pursuing opportunities to amplify the utilization of recycled water and decrease water usage across our facilities. We are optimising energy by various actions such as replacing existing motors with energy efficient motors, usage of variable speed drives, optimum use of machines & equipment, etc. Also, initiatives are taken up for saving energy through control of idle running of machines, improvisation in operating efficiency and controlled use of conveyors.

35. Research and Development

Our continued strive towards strategic transformation of R&D, focused around the 3 pillars of consumer centricity, technology ownership and end-to-end product responsibility, has enabled us to deliver products and solutions of high performance, high quality, and Innovative features to consumers.

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 1.19% of Net sales during Apr 2024 – Mar 2025 and in turn delivering 35.18% of total Net sales through NPD (New product development) in the same period.

The key highlights towards R&D infrastructure build-up includes expansion of Centre for Research & Innovation (CRI), Bengaluru to a new workspace and initiation of work for a new greenfield Noida R&D Hub set-up.

Our focus continues to be on long-term IP creation. During Apr 2024 – Mar 2025, we have added 77 new patent applications and 211 new design registrations increasing our cumulative tally of applications to 270 patents and 1,424 design registrations, respectively. Out of the total applied patents, 104 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. In this regard, some of the highlights from the year include Luxuria range of Air conditioners, Novante range of Washing machines, Vitamin D wellness Vita Dlight range and Q-TRON MCCBs.

Looking into the future, Smart and Sustainable technologies will be a key area of focus in our next phase of strategy. During the year, 46.61% of our R&D spends were done on sustainable technologies and products development. We are working on Entrack energy auditor, a smart an intelligent energy management device for homes.

Our R&D efforts continues 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 Industrial IP awards 2024.

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 18,79,861 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) consecutive years after declaration of Final Dividend for Financial Year ended 2016-17.

(B) Transfer of Shares underlying Unpaid Dividend

During the Financial Year, the Share Allotment and Transfer Committee in its Meeting held on 27^th August, 2024, transmitted 1,57,247 Equity Shares on account of Unclaimed Dividend (Final) for FY 2016-17 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 18 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2016-17 (Final) had been transferred into the IEPF and who had not encashed their dividends for 7 (Seven) consecutive years. In the aforesaid cases, the Shares lying in the Unclaimed Suspense A/c of the Company (1,32,100 Equity Shares of 1 each), maintained in Demat Form, since the year 2017, were also included.

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 3,90,937 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.

37. Transfer of Shares lying in Unclaimed Suspense

Account into IEPF

The Company had transferred 2,27,100 (Two Lakhs Twenty-Seven Thousand and One Hundred Only) Equity Shares into Unclaimed Share Suspense Account in terms of Regulation 39(4) read with Schedule VI to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the year 2017.

Out of those transferred, 95,000 Shares of 1/- each were claimed and transferred to the rightful owners, during the years from 2017 to 2024, on the approval of the Share Transfer and Allotment Committee.

The dividend on shares lying in the Unclaimed Suspense A/c unpaid for a period of 7 (Seven) consecutive years beginning the dividend for financial year 2016-17 (Final), was due for transfer into IEPF as also the underlying shares. Accordingly, entire balance 1,32,100 Equity Shares of 1/- each lying in the Unclaimed Suspense A/c of the Company i.e., were transferred into the IEPF A/c during the financial year on 10^th September 2024.

38. 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 2025-26 has already been paid to the credit of both the Stock Exchanges.

39. 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 – 5 and forms part of this Report.

40. Business Responsibility and Sustainability Report (BRSR)

As the significance of environmental, social and governance (ESG) issues grows within the corporate landscape, how companies report on these matters has evolved. With an increasing global awareness of business impacts on society and the environment, the practice of ESG reporting demands considerable attention. Throughout its history, Havells has maintained a commitment to transparently communicating its ESG performance in alignment with international standards to stakeholders.

We take pride in presenting our fourth BRSR for the fiscal year 2024-25. This report adheres to the format outlined in the amendment to Regulation 34(2)(f) of the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, as specified in Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, and is integrated within our Annual Report. Aligned with the nine principles of the National Guidelines on Responsible Business Conduct issued by the Ministry of Corporate Affairs, Government of India, the BRSR for the Financial Year 2024-25 has been developed. We have bolstered our existing robust reporting structure and mechanisms to ensure the accurate and reliable capture of data for BRSR disclosures. We are also aligned with the SEBIs amendment on the BRSR Assurance requirements where the term assurance had been replaced with assessment in the LODR Regulations and SEBI circulars related to BRSR. For the Financial Year 2024-25, for listed entities ‘Assurance requirements had been replaced with ‘Assessment of BRSR Core. Havells had voluntarily obtained ‘reasonable assurance for Financial Year 2024-25.

Havells firmly upholds the belief that sustainable and inclusive growth can only be achieved through a robust foundation of environmental and social responsibility, complemented by effective governance. Our report serves as evidence of our ongoing endeavours to adopt and enact a balanced approach to ESG criteria within our business operations, a commitment we transparently communicate to stakeholders. In addition to our annual voluntary sustainability disclosures, which adhere to globally recognized Global Reporting Initiative (GRI) standards and the Value Reporting Foundations Integrated Reporting framework based on six capitals, accessible on our website www.havells.com, we have also provided the necessary alignment between sustainability disclosures and the Business Responsibility & Sustainability Report as mandated by SEBI. This information is also readily

We have also provided the requisite mapping of information and principles between the Sustainability Disclosures and the Business Responsibility & Sustainability Report as prescribed by SEBI. The same is also available on the website www.havells.com.

41. Other Disclosures

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 Option Scheme 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.

42. Acknowledgements

We thank our shareholders, our customers whose continuous support and feedback helps us gain a deeper insight into the evolving needs and market trends, fuelling innovation and product diversification at Havells and empowering us to stay ahead of the curve. Our heartfelt gratitude to our vendors for their sustained partnership that enables us to expand our global presence and capture a larger market share, fostering leadership dominance. We owe our achievements to our employees whose un_inching commitment inspires us to innovate and excel, and successfully navigate every challenge, leverage new opportunities and meet our strategic goals. We sincerely appreciate the regulatory authorities, bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders- champions of ethical governance. Your relentless dedication to foster a fair and ethical business environment and responsible business practices drives integrity, accountability and transparency across our business operations.

For and on behalf of

Board of Directors of Havells India Limited

	Anil Rai Gupta
Noida, April 22, 2025	Chairman and Managing Director