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 performance for the year under review alongwith previous year's figures are given hereunder -

Financial Summary

(H in crores)

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.

Segment wise performance (standalone):

H ( in crores)

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 geopolitical 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:

Q Havells Guangzhou International Limited based at China and

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

The Company also has an associate company:

Q 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 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

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 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).

* 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 FY 2024-25 and 8,101 Shares Vested out of Grants for FY 2023-24. ** Out of 1,38,805 Shares Granted for FY 2025-26, 16,576 Shares Vested out of Grants for FY 2025-26, 16,799 Shares Vested out of Grants for FY 2024-25, 15,471 Shares Vested out of Grants for FY 2023-24, 10,134 Shares Vested out of Grants for FY 2022-23 and 3,038 Shares Vested out of Grants for FY 2021-22.

subsidiary 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. Shar e 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 to Shares of H 1/- each to be allotted/ transferred to the eligible employees under the respective schemes. A summary is given below:

8. Change in the nature of business, if any

Ther e was no change in the nature of business CompanyduringtheFinancialYearended31 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.

Retir ement by rotation and subsequent 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 of the 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

re-

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. Dir ectors' 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-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 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:

Q Board composition and quality with emphasis on its size, diversity, skill set of members; Q Board's alignment with the Company's values and vision; Q Board's participation and contribution in discussions related to both strategic matters and risk management appropriately;

Q Board engagement with the broader leadership team;

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

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

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

Q 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:

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

Q Appropriateness of size and composition; Q Clarity of mandate and well-defined agenda; Q Reporting to the Board on the Committee's activities;

Q 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:

Q Display of effective leadership qualities and skill;

Q Exercise their duties with due diligence and reasonable care;

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

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

Q Independent Directors have separate meeting(s) each year, independent of other Board Members and the management;

Q Implementation of observations/ recommendations of Board Members;

Q Effective and timely resolution of grievances of Board Members;

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

Q Sufficient knowledge of Company strategy and objective;

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

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

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

Q Ask questions/ critique proposals with confidence;

Q Open and effective participation in Board discussions;

Q 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

16. Auditors

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.

Secretarial Audit Report

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 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 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.

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 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 and 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 at https://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.

Inter nal Audit Function

The Company's Internal Audit function conducts risk 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

Ther e was no significant and material order 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. Pr evention 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 byIntegrated 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 at https://havells. com/corporate/investors/disclosure

31. Cr edit 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. Envir onment, 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

W e 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.

Lookingintothefuture,SmartandSustainabletechnologies 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. T ransfer to Investor Education

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) T ransfer of Shares underlying

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, and 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

Unpaid

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 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:

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

Q 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.

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

Q 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 new their guidance and support. Your steadfast commitment to ethical governance, transparency and responsible business practices reinforces integrity and accountability across our operations.