Havells India Ltd

Your Directors are pleased to present the 41st Annual Report (Integrated) on the business and operations of the Company and the audited financial statements for the financial year ended 31st March, 2024.

1. Financial Summary or Highlights

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

Financial Summary

(Rs in Crores)

Havells FY 2023-24 revenue grew 10% over the previous year with operating profit expanding faster than the revenue growth. This Profit expansion has been achieved along with higher investments in brand and talent building. Capacity expansion across verticals involving an investment of ' 713 crores led to increase in depreciation during the year. The profit after tax increased by 18% to ' 1,273 crores in FY 2023-24 from ' 1,075 crores in FY 2022-23.

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

During the year, Havells continued to strengthen its position as a diversified electrical and consumer durables player. In a challenging operating environment, your Company reported a resilient performance. While B2B segments did well on the back of the government's continued emphasis on infrastructure development, the consumer demand remained tepid with persistent inflation.

Segment wise performance (standalone):

(Rs in Crores)

Switchgear segment recorded modest growth of 5.9%, we remain optimistic that the uptick in new real estate launches will contribute positively towards the demand for switchgear and other electrical categories, though with a time lag.

Cables segment achieved a revenue growth of 14.2%, maintaining its double-digit growth momentum driven by continued infrastructure-led demand for power cables and flexible cables.

Lighting segment delivered healthy volume growth led by professional lighting, however, value growth was marginal at 1.6% due to industry wide persistent price erosion in LED components.

For Electrical Consumer Durables (ECDs), FY 2023-24 was the year of stabilisation post the transition of fans from nonrated to BEE energy efficiency rating. Affected by lower consumer demand and unseasonal rains in the summer, the ECD segment revenue grew modestly by 5.6%.

Core to our strength, we sustained our investments in seeding & expanding new categories. The "others" segment which includes motor, solar, pumps, personal grooming and water purifier grew by 15.1%.

During the year, Lloyd scaled up production in the newly commissioned manufacturing plant in Sri City, Andhra Pradesh. Lloyd cemented its position among the key players in the air conditioner market in India and grew the revenue by 12.4% YoY.

In FY 2023-24, we intensified efforts to develop our international business, leading to a healthy growth in export revenues, especially in cables. As part of this focus, we established subsidiaries in the US for air conditioners and lighting products.

The Company strategically invested in its core growth pillars-Brand, Omni-Channel, Innovation, Digitisation and Talent. Brand building efforts continued as advertisement and sales promotion expenses increased to ' 527 crores i.e., 2.8% of revenue. As the existing channels were bolstered, the Company expanded further into alternate channels to enhance its omni-channel presence.

Progressing on our premiumisation agenda, we introduced several innovative and premium products across various categories. Our range of BLDC+ fans, home art lights and designer Lloyd Stellar & Stylus ACs are among the notable launches driving the premiumisation. Additionally, delivering innovative and unique lighting solutions at the Shri Ram Mandir in Ayodhya was one of the highlights of the year.

Havells adopted on a holistic approach towards digitisation, spanning across all business functions with an emphasis on improving revenue, managing costs, mitigating risks and fortifying the Company foundation. Development of internal talent along with capability building with an infusion of external talent has been key in shaping Havells of tomorrow. During the year, your Company was recognised as one of the top 50 Best Workplaces in India for ‘Building a Culture of Innovation by All - Large' and recognised as one of India's top workplaces in the Manufacturing sector by Great Place to Work? India.

The Company ensured financial discipline and strong corporate governance. With a robust balance sheet and healthy cash flow generation, the Company remains debt- free and with consistent dividend payout to shareholders.

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

As on 31st March 2024, 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 31st March, 2024, includes the Profit and Loss Account for the subsidiary Havells Guangzhou International Limited for the complete Financial Year ended 31st March, 2024 and Profit and Loss Account for the subsidiary Havells International Inc for the period starting from 19th October, 2023. The Board of Directors of the Company has, by Resolution passed in its Meeting held on 30th April, 2024, 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/en/discover-havells/investor-relation/ financials/balance-sheet.html. 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 financial year 2023-24 Havells International Inc has been incorporated in USA to promote sales of Electrical and Electronic goods in USA. Havells International Inc is a wholly-owned subsidiary of Havells India Limited registered in the state of Delaware. Two step down subsidiaries have been incorporated by Havells International Inc:

• Havells HVAC LLC registered in the state of Delaware, USA. Purpose of this entity is to market and sell Air conditioning units and related accessories within the United States of America. •

• Havells Lighting LLC registered in the state of Delaware, USA. Purpose of this entity is to market and sell Lighting products within the United States of America.

During February 2024, JV agreement was entered into between Havells International Inc and Salesmark Ventures, LLC ("SMV") to take SMV as a 20% JV partner in its subsidiary, Havells HVAC LLC. SMV carries relevant market understanding to launch and expand distribution of Air conditioning product and service business in the United States of America. Closure of the said JV agreement was done post the balance sheet date on 12th April, 2024.

Apart from the above, there are no other companies which have become or ceased to be subsidiaries and/ or associate of the Company during the financial year 2023-24.

4. Reserves

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

5. Dividend

I n 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/wvsiwvg/ PDF/Code-and-policies/Dividend policy.pdf the Board of Directors, in its Meeting held on 23rd January, 2024, declared an interim dividend of ' 3/- per equity share of face value of ' 1/- each, to all the Shareholders who were recorded on the Register of Members as on 1st February, 2024, being the record date fixed for this purpose.

In addition to the Interim Dividend, your Directors are pleased to recommend a Final Dividend @ ' 6/- per equity share for the financial year 2023-24.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of ' 376.01 crores (inclusive of TDS). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Register of Members and Share Transfer books shall remain closed from 3rd June, 2024, Monday to 7th June, 2024, Friday (both days inclusive).

6. Share Capital

During the year, the Company issued and allotted 1,73,292 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 ' 62,66,83,030 comprising 62,66,83,030 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, 3,57,034 Equity Shares of ' 1/- each, were approved for Grant on 30th April, 2024 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:

* Out of 41,529 Shares Granted for FY2023-24, 13,842 Shares Vested out of Grants for FY 2023-24, 11,135 Shares Vested out of Grants for FY 2022-23 and 7,180 Shares Vested out of Grants for FY 2021-22.

** Out of 1,11,231 Shares Granted for FY 2023-24, 11,125 Shares Vested out of Grants for FY 2023-24, 9,018 Shares Vested out of Grants for FY2022-23 and 3,101 Shares Vested out of Grants for FY2021-22.

8. Change in the nature of business, if any

There was no change in the nature of business of the Company during the financial year ended 31st March, 2024.

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

During the financial year 2023-24, no changes took place in the composition of the Board of Directors of the Company.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Ameet Kumar Gupta (DIN: 00002838) and Shri Surjit Kumar Gupta (DIN: 00002810), 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.

In view of Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the reappointment of Shri Surjit Kumar Gupta, aged 82 years, is recommended at this AGM as Special Business by way of Special Resolution instead of Ordinary Business in compliance with Section 102 of the Act read with the amended SEBI (LODR) Regulations 2015. Shri Surjit Kumar Gupta is a member of the Promoter Group and is one of the First Directors of the Company. Under his guidance, the Company has emerged as a leading organisation in the Electrical Industry with an outstanding prominence for high-quality engineered products. The Board has benefited from his relevant specialisation and expertise.

Re-appointment of Whole-time Directors

Shri Ameet Kumar Gupta (DIN: 00002838), was last re-appointed by the Shareholders as a Whole-time Director of the Company in the Annual General Meeting held on 27th July, 2019 for a period of 5 (Five) years with effect from 1st January, 2020. His term is due to expire on 31st December, 2024.

Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 30th April, 2024, approved the re-appointment of Shri Ameet Kumar Gupta, as a Whole-time Director of the Company for a further period of 5 (Five) years to take effect from 1st January, 2025 to 31st December, 2029. The re-appointment is subject to approval of the shareholders in the general meeting and the Board recommends the same at the ensuing AGM.

Shri Rajesh Kumar Gupta (DIN: 00002842), was last re-appointed by the Shareholders as the Whole-time Director & Group CFO of the Company in the Annual General Meeting held on 27th July, 2019 for a period of 5 (Five) years with effect from 1st April, 2020. His term is due to expire next year on 31st March, 2025.

Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 30th April, 2024, approved the re-appointment of Shri Rajesh Kumar Gupta, as the Whole-time Director & Group CFO of the Company for a further period of 5 (Five) years to take effect from 1st April, 2025 to 31st March, 2030. The reappointment is subject to approval of the shareholders in the general meeting by way of a Special Resolution and the Board recommends the same at the ensuing AGM.

Re-appointment of Independent Directors for the Second Term

Shri Bontha Prasada Rao (DIN: 01705080), Shri Subhash S Mundra (DIN: 00979731) and Shri Vivek Mehra (DIN: 00101328) 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 2020 i.e. 22nd June, 2020. Accordingly, the First Term is due to expire next year on 21st June, 2025.

The Board upon recommendation of the Nomination and Remuneration Committee, in its Meeting held on 30th April, 2024, has thus approved the re-appointment of Shri Bontha Prasada Rao, Shri Subhash S Mundra and Shri Vivek Mehra, for a Second Term of 5 (Five) years upon the expiry of their first term. 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.

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 re-appointment 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 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 re-appointment of Directors 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 31,2024:

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 2023-24, 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, separate Meetings of the Independent Directors of the Company were also held on 14th December, 2023 and 27th March, 2024, without the presence of NonIndependent 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 NonIndependent 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) i n 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) t he 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.

I n the opinion of the Board, they fulfil the condition for appointment/ re-appointment 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.

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:// www.havells.com/en/discover-havells/investor-relation/ codes-and-policies.html

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 2023-24, 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 Company's management and internal control system for appropriateness and relevance;

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

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

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

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

• Appropriateness of size and composition;

• Clarity of mandate and well-defined agenda;

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

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

Performance Evaluation of Individual Directors

The performance evaluation of the Individual Directors were carried out by the Board and other Individual Directors, considering aspects such as:

• Display of effective leadership qualities and skill;

• I mplementation 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 evaluation exercise brought forth that the Board is well-balanced and knowledgeable and the management keeps the Board sufficiently informed. The suggestions of Board members are taken seriously and actioned. The Board is well structured, has high quality independent members and the management is committed to good corporate governance.

The committees are well facilitated and given full support and freedom to undertake their tasks, discuss various issues thoroughly and present them to the Board. Key highlights of the Committee Meetings are presented before the Board by each Committee Chair adding value to the Board proceedings.

The independent directors are eminent persons from their respective fields bringing in a mix of knowledge of the sector, manufacturing processes, accounting, regulatory, leadership and governance areas. Their experience reflects in asking the right questions and providing meaningful suggestions.

The non-independent directors, led by the Board Chairman are industry leaders in their own right and match the best global leaders in knowledge, understanding and commitment.

The Chairman demonstrates a high level of visionary leadership, drives formulation of Company's long-term growth plans, is focussed on maintaining the highest governance standards and keeps the interest of all stakeholders on top of his agenda.

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/en/discover-havells/investor-relation/ disclosures.html

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 30th 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 31st March, 2024.

The due date for filing the Cost Audit Report of the Company for the financial year ended 31st March, 2023 was 31st May, 2023 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 2023-24.

3. Secretarial Auditors

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 31st March, 2024.

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 31st March, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Balika Sharma & Associates, Company Secretaries, Secretarial Auditors.

HAVELLS

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

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

18. Particulars of Contracts or Arrangements with Related Parties

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

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https://havells.com/media/wvsiwvg/PDF/ Code-and-policies/Related Party Transactions Policy.pdf

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. 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 ' 387.88 crores towards Corporate Income Tax as Compared to ' 395.85 Crores paid during the last financial year.

The Company has also paid an amount of ' 3,973.11 crores on account of GST and Custom duty as compared to ' 3,618.55 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 9th 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 strongly believes in its social responsibility being an important part of business philosophy which is reflected in our business accountability and our commitment to the well-being of communities and society through our various environmental and social interventions. 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/wvsiwvg/PDF/ Code-and-policies/CSR Policy.pdf

During the year, the Company undertook CSR activities in the areas of Health and Nutrition, Education, Skill Development, Sanitation, Environment and National Sports. 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 - 3.

22. Audit Committee

As at 31st March, 2024, the Audit Committee of the Board of Directors of the Company comprised 4 (Four) Members, namely Shri Upendra Kumar Sinha, Smt. Namrata Kaul, Shri Bontha Prasada Rao and Shri Ameet Kumar Gupta, majority of them being Independent Directors except for Shri Ameet Kumar Gupta, who is a Whole-time Director. 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

The internationally recognised COSO framework serves as the foundation for Havells' risk management framework, which facilitates the integration of risk management functions into business processes and verticals throughout the organisation. The Company places a strong emphasis on the adoption of Next Generation Technologies, which support an enterprise-wide view of risk and compliance and enable a more holistic approach. These technologies offer agility and improve productivity, efficiency and well- informed decision-making.

Integrated risk management framework helps the management in identifying the best possible option to mitigate identified risks in line with the organisation's strategy, objectives and risk appetite.

To oversee the Company's risk management strategy, the Board of Directors established the Enterprises Risk Management (ERM) Committee. The ERM Committee of the Company supervises the way in which management keeps an eye on adherence to the Company's risk management policies and procedures and evaluates the suitability of the risk management framework considering the risks the Company faces.

Havells India Limited )

The Company's ERM framework addresses critical risks related to each business, function and location within the organisation. A business-centric approach to risk management is used to identify potential business risks. Risk response strategies are then developed and assigned to the business and functional risk owners. The business, functional and location teams work closely with the head of risk management to identify risks, monitor performance and carry out decided-upon actions. The ERM Committee is informed twice a year on the status of all identified risks.

The ERM Council and Leadership Council provide direction for the assessment of risk maturity level and the identification of merging business challenges. During the year, ERM software has been implemented and a business and function-specific risk maturity assessment has been initiated for self-benchmarking. The Company's information security management system is ISO 27001:2022 certified.

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

The Company has robust internal financial controls (IFC) systems, which is in line with requirement of the Companies Act, 2013, which is intended to increase transparency & accountability in an organization's process of designing and implementing a system of internal control. The Company has a clearly defined Governance, Risk & Compliance Framework, Policies, Standard Operating Procedures (SOP), Financial & Operational Delegation of Authority (DOA). Our SAP ERP & GRC system facilitate mapping with role based authority to business & functional team to ensure smooth conduct of their operations across the organization. The company has a well-established Three Line of Defence Governance Framework Model for managing risks that commensurate with the nature and size of its business considering both financial & non-financial controls.

The company has a well-established Internal Audit function. Risk-based audits are carried out across all organizations, departments and sites. The Audit Committee at the start of the year approves the Internal Audit Plan and Scope of work. In addition, the Audit Committee receives a quarterly update of the key findings and the action taken report.

The Company has laid down its Internal Financial Controls (IFC) in compliance with the Companies Act, 2013. All the critical processes have been documented commensurate with the nature of its business and the size and complexity of its operations. These internal financial controls with reference to the Financial Statements are adequate. This ensures orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

The Company has created a mechanism i.e. ‘SATARK' which helps its stakeholders to disclose malpractices, share complaints, grievances or suggestions of any nature. This encourages openness, promotes transparency and creates a culture of ‘Right Doing' ensuring high standards of ethics, integrity and objectivity in individual conduct. A designated team conducts unbiased investigations into the reported issues and takes the necessary measures to address the issues along with maintaining a confidential conduct. The Chairman of the Audit committee/ Head Risk Management & Governance at its Discretion considers involving any investigator for the purpose of investigation. All reports of the investigations are presented to the Audit Committee on a Quarterly basis. The SATARK policy can also be found on the company's website, www.havells.com.

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

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

27. Compliance with Secretarial Standards

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

28. Prevention of Sexual Harassment

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 202324, no complaint was lodged with the Internal Complaints Committee (ICC). Besides, digital training for all the employees of the Company was also conducted during the year to apprise them of the provisions of the POSH Act.

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

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ANNEXURE - 4.

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 NonResident 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 25th April, 2024 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 9th June, 2014 (further amended on 8th July, 2022), 4th December, 2015, 13th July, 2016 and 8th 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 31st March, 2024 are available on the website of the Company at https://www.havells.com/en/discover- havells/investor-relation/disclosures.html

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. 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. Global Certifications

The list of certifications in FY 2023-24 for international markets is given below:

- Various UL certifications for Lighting, Cables and Air Conditioners

- SLSI Certifications for Fans

- G-Mark Certifications for various Small Domestic Appliances

33. 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.

34. 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.

35. Environment, Health and Safety

Havells India Limited prioritises Environment, Health and Safety (EHS) as crucial components of its overarching Environmental, Social and Governance (ESG) initiatives. The Company's EHS strategies aim to achieve the most environmentally sustainable and safest operations across all manufacturing units by optimising 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.

In line with its commitment to EHS management, Havells has implemented fully integrated EHS management systems at all manufacturing sites, certified according to internationally recognised 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 specialised third-party fire 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 skill 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.

Despite not being classified as an energy-intensive sector, Havells remains cognizant of its environmental impact and actively takes progressive steps to minimise it. Our dedication to environmental conservation drives our efforts to enhance the Company's ecological impact. Examples of initiatives include installation of 11 MW solar capacity, zero waste to landfill and plantation of 21 lakhs tree saplings within the last five years. We are actively pursuing opportunities to amplify the utilisation of recycled water and decrease water usage across our facilities. Additionally, all our manufacturing plants are outfitted with rooftop rainwater harvesting systems.

Havells has been consistently ranked in the top 10 global companies for ESG performance in the electrical sector for the last four years, in addition to being featured in the S&P Global Sustainability Yearbook. Havells has maintained its "A" rating in the Morgan Stanley formulated MSCI ESG Rating. MSCI ESG methodology is formulated to evaluate a company's resilience in the long term and gauge companies' exposure to ESG risks.

In 2023, Havells India Limited made its inaugural filing with the CDP, focussing on water security and climate change. This strategic move underscores the Company's commitment to addressing pressing environmental challenges and aligning its business practices with global sustainability goals. Water security and climate change, in particular, have emerged as two critical issues globally. Upon filing for the first time, Havells India Limited received a "B" rating in water security and a "C" rating in climate change from the CDP.

The "B" rating in water security is higher than the Asia regional average of "C" and higher than the Metal products manufacturing sector average of "C". This signifies that Havells is transparent about the water issues, has knowledge of impacts on, and of, water issues and is taking coordinated action on the same.

On the other hand, the "C" rating in climate change suggests that Havells' performance in addressing climate- related issues is comparable to the average performance of reporting companies. This is the same as the Asia regional average of "C" and the same as the Metal products manufacturing sector average of "C". While this indicates room for improvement, it also highlights the Company's transparency and knowledge of impacts on, and of, climate issues.

36. Research and Development

Our journey for strategic transformation of R&D, focused around the 3 pillars of consumer centricity, technology ownership and end-to-end product responsibility, continues to deliver significant performance.

We have maintained a strong momentum towards the vision of becoming a World-class R&D organisation with sustained investment is R&D which equates to 1.1% of Net sales in FY 2023-24 and in turn delivering 42% of total Net sales through NPD (New product development) in the same period.

Our strive for long term IP (Intellectual Property) creation for the organisation saw a major leap in FY 2023-24 with filing of 48 Patents and 232 Design registrations. Our cumulative tally of filed patents stands at 193, out of which 94 are already granted and the total of design registrations filed till date stands at 1,132 numbers.

It was a proud moment for Havells to be recognised for the contribution to IP creation by Govt. of India and invited as a special guest in the 75th Republic Day parade.

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 design lead Innovations in Lloyds ACs, progression in technologies like BLDC+ in Fans and On device voice (ODV) feature, Instashift switch platform with category leading features.

Looking into the future, Sustainable technologies will be a key area of focus in our next phase of strategy. During FY 2023-24, 46% of our R&D spends were done on sustainable technologies and products development. We introduced Solar DMMI (Dual mode micro inverter), a unique product with the potential of making clean solar electricity assessable to every household. Further, we have embarked into the journey to reduce our Carbon footprint by 50% by 2030 with a robust roadmap.

Our R&D efforts continues to be recognised by various acclaimed institutions. The key highlight of the year includes renewal of registration of our Customer Experience & Design Studio, Bangalore Innovation centre and Noida R&D centre as Govt. recognized R&D Centres by Department of Science of Technology (DSIR), Ministry of Science and Technology (MST) and CII Top 50 Most Innovative company 2023 award - being the only electrical goods company to receive this accolade.

37. 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 ' 23,82,915 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 2015-16.

(B) Transfer of Shares underlying Unpaid Dividend

During the Financial Year, the Share Allotment and Transfer Committee in its Meeting held on 29th August, 2023, transmitted 405 Equity Shares on account of Unclaimed Dividend (Final) for FY 2015-16 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 14 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2015-16 (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 2,33,690 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 he 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.

38. Shares lying in Unclaimed Suspense Account in electronic mode

As at 31st March, 2024, a total 1,60,100 Shares were lying in the Unclaimed Suspense Account in dematerialised form in the Havells India Limited Unclaimed Suspense A/c held with IDBI Bank Limited (DP). The voting rights on the said shares shall remain frozen till the rightful owner of such shares claims the shares. The rightful owner can still claim his/ her shares from the suspense account after complying with the procedure laid down in the statute regarding the same. The Company had so far 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. Subsequently, 67,000 Shares of ' 1/- each was transferred to the rightful owners as approved by the Share Transfer and Allotment Committee. Further, the payment of unpaid/ unclaimed dividend for the last 7 (Seven) years has also been made to the said shareholders.

39. 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 2024-25 has already been paid to the credit of both the Stock Exchanges.

40. 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.

41. 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 third BRSR for the fiscal year 2023-24. 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 2023-24 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. Additionally, commencing this year, the BRSR core indicators (aligned with GRI standards) will undergo validation as part of the mandated reasonable assurance framework by SEBI in Circular No. SEBI/HO/CFD/CFD- SEC2/P/CIR/2023/122 dated July 12, 2023.

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 recognised Global Reporting Initiative (GRI) standards and the Value Reporting Foundation's 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 available on our website.

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.

42. 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.

43. Acknowledgements

Our heartfelt gratitude to our customers, whose sustained support and feedback has always enabled Havells to take account of their unique and evolving needs, and accordingly diversify the product portfolio to drive utmost customer satisfaction. We thank our employees, core contributors to our goodwill and growth, for their dedicated efforts and unwavering commitment in achieving our shared goals and helping us to navigate every challenge. Our success would not be possible without the dedication of our vendors, whose continued partnership has helped us to forge an extensive global footprint and reinforce our industry leadership.

Our sincere appreciation to the stewards of good governance and responsible practices - the regulatory authorities, bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders. You have played an instrumental role in creating a level playing field, enforcing transparency, ethics and accountability within every aspect of our operations.