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Havells India Ltd

BSE Code : 517354 | NSE Symbol : HAVELLS | ISIN:INE176B01034| SECTOR : Consumer Durables |

NSE BSE
 
SMC up arrow

1,388.95

13.80 (1.00%) Volume 389818

29-Sep-2023 EOD

Prev. Close

1,375.15

Open Price

1,375.15

Bid Price (QTY)

1,388.95(318)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 1,395.65 - 1,375.15

52 wk High/Low 1,465.85 - 1,024.50

Key Stats

MARKET CAP (RS CR) 87067
P/E 77.75
BOOK VALUE (RS) 105.5491969
DIV (%) 750
MARKET LOT 1
EPS (TTM) 17.87
PRICE/BOOK 13.1630560990086
DIV YIELD.(%) 0.54
FACE VALUE (RS) 1
DELIVERABLES (%) 29.33
4

News & Announcements

29-Sep-2023

Havells India Ltd - Havells India Limited - Press Release

25-Sep-2023

Havells India Ltd - Closure of Trading Window

25-Sep-2023

Havells India Ltd - Havells India Limited - Trading Window

20-Sep-2023

Havells India Ltd - Intimation Of Vesting Of Shares Under ESPS

14-Aug-2023

Havells India plans Rs 350 cr refrigerator manufacturing unit in Ghilot, Rajasthan

10-Jul-2023

Havells India to announce Quarterly Result

06-Jul-2023

Havells India receives corporate governance rating from CARE

08-Jun-2023

Havells India allots 1.64 lakh equity shares

Corporate Actions

Bonus
Splits
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Capital Structure
Book Closure
Board Meeting
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EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Aartech Solonics Ltd 542580 AARTECH
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Ucal Power Systems Ltd (Merged) 517395
Ujaas Energy Ltd 533644 UJAAS
Veto Switchgears & Cables Ltd 539331 VETO
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Share Holding

Category No. of shares Percentage
Total Foreign 151623948 24.20
Total Institutions 61375772 9.79
Total Govt Holding 620 0.00
Total Non Promoter Corporate Holding 4524215 0.72
Total Promoters 372457920 59.44
Total Public & others 36691875 5.85
Total 626674350 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Havells India Ltd

Havells India Limited is a fast-moving consumer electrical/electronics and power distribution equipment manufacturer with products ranging from Industrial and Domestic Circuit Protection Switchgears, Cables, Motors, Pumps, Solar Products, Fans, Power Capacitors, LED Lamps and Luminaries for Domestic, Commercial and Industrial applications, Modular Switches, Water Heaters, Coolers and Domestic Appliances, Personal Grooming , Air Purifier ,Water Purifier, Air conditioner, Television, Washing machine and Refrigerator covering the entire range of household, commercial and industrial electrical needs. The Company has manufacturing facilities located at Faridabad in Haryana, Alwar, Ghiloth and Neemrana in Rajasthan, Haridwar in Uttarakhand, Sahibabad in Uttar Pradesh, Baddi in Himachal Pradesh and Sri City in Andhra Pradesh. The research and development facilities are located at Noida (Uttar Pradesh), Bangalore and and Ghiloth (Rajasthan). Havells India Limited was incorporated as Havell's Pvt. Ltd. in August 1983 and later converted into a Public Limited Company in March 1992. The Company started their operations by producing miniature circuit-breakers and distribution boards in the year 1984. Then, they entered into a technical collaboration with Christian Geyer, Germany, to manufacture miniature circuit-breakers in India. In the year 1991-92, the Company made additions to their facilities to manufacture plastic distribution boards (PDBs) and earth-leakage circuit-breakers (ELCBs). In order to manufacture ELCBs, the company entered into technical collaboration with Schiele Industriwerke, Germany. In the year 1996, the Company entered into the manufacture of low tension power cables by acquiring an existing cable manufacturing plant in Alwar, Rajasthan, which belongs to a sick unit from Rajasthan State Industrial Development & Investment Corporation. In the year 2000, the company acquired Standard Electricals Ltd and Duke Arnics Electronics Ltd. The company sold their entire shareholding of A J Shehfar & Co Ltd in the year 2003. The company also sold their entire shareholding in Standard Electricals Ltd during the year 2003-04. In the same year, the company moved in to electrical consumer goods segment and set up a state-of-the-art automatic plant for manufacturing Compact Fluorescent Lamps at Faridabad in Haryana. During the year 2004-05, the Company incorporated Havell's (UK) Ltd. in London. It enhanced installed capacity of Domestic Switchgears, Industrial Switchgears and Electrical Consumer Durables by 12,650,000 Nos, 222,000 Nos and 2,000,000 Nos respectively. With this expansion the total installed capacity of these products increased to 27,300,000 Nos, 1,335,000 Nos and 13,200,000 Nos respectively. Also, they introduced a complete range of indoor and outdoor lighting fixtures under the brand name Havells in the market. In the year 2005-06, the company installed CCV Lines for making high voltage cables. Also they installed a state-of-the-art automatic plant for manufacturing Compact Fluroescent Lamps (CFL) at Haridwar in Uttarakhand and started their production from January 2006. Also, they installed a new plant to produce Fans and started production in October 2005. In the same year, Crabtree India Ltd was amalgamated with the company. In the year 2006-07, the company set up a new plant in Noida for Power Capacitors. This plant an installed capacity of 600000 KVAR per month and they commenced their production on February 2007. These are designed and manufactured using S3 technology. Also they increased the production capacity of Domestic Switchgear by 6,000,000 to 39,600,000 Nos., Industrial Switchgear by 800,000 to 2,600,000 Nos., Electrical wire Accessories by 14,000,000 to 20,000,000 Nos, Cables & Wires by 230,000 to 700,000 Nos, and Electrical Consumer Durables by 10,000,000 to 32,400,000 Nos. In the year 2007, the company incorporated a wholly owned subsidiary with the name Havell's Holdings Limited in Isle of Man. Also, the company acquired SLI Lighting Products, Inc., SLI Europe BV and Lighthouse Investment Holdings Ltd on April 2007. The company changed their name to Havells India Ltd (Apostrophe is removed from the word Havell's) with effect from July 28, 2007. In April 20, 2007, Havell's Netherlands B.V., a step subsidiary of the company completed the acquisition of 'Sylvania'. In the year 2008, the company set up a fully automatic plant for Havells Lafert Motors at Neemrana. They set up Global Corporate office, QRG Towers at Expressway Noida. Also, they made investment of Rs 50 crore in Global Center for Research and Innovation (CRI). In the year 2009, the company set up a fully automatic second unit for switchgear manufacturing at Baddi. They made Global consolidation of CFL manufacturing plant at Neemrana for domestic and export purposes. They launched India's first HPF CFL and first BEE 5-star Rated Fan. In the year 2010, the company set up second unit for Fan manufacturing at Haridwar. They acquired 100% interest in Standard Electricals. They set up World's First New Generation CMH Lamp Plant at Neemrana. They entered into Electric Water Heaters business. Also, they launched Havells brand in US & Mexico. During the year 2009-10, the company acquired Seven Wonders Holidays Pvt Ltd to facilitate the transfer of electrical business of Standard Electricals Ltd. As per the scheme of arrangement,the electrical business of erstwhile Standard Electricals Ltd (SEL), a company under the same management, was de-merged and transferred to Seven Wonders Holidays Ltd, a 100% subsidiary of the company. Also, the name of Seven Wonders Holidays Ltd was changed to Standard Electricals Ltd. In the year 2011, the company launched a new range of Control Gear Cosmic Star series. They set up a new Industrial Switchgear Plant in Sahibabad. They launched domestic appliances. They entered into a joint venture agreement with Shanghai Yaming Lighting, China. During the year 2010-11, the company ventured into 'Home Comfort Products' with their foray into a new generation, Electric Water Heater business. They set up a state-of-the-art plant in collaboration with Havells Sylvania, Belgium for production of Ceramic Metal Halide lamps. In September 2011, as per the scheme of amalgamation, Standard Electrical Ltd, a 100% subsidiary of the company was amalgamated with the company with effect from appointed date, April 1, 2011. In 2015, Havells India Ltd has launched the country's first most energy efficient fan - ES 40. The company has launched India's first brightest LED lamps range 'LUMENO' at its lighting fixtures plant in Neemrana, Rajasthan. The company also adds first 'Made in India' MCB to its portfolio. The company, has got hold of a 51 per cent stake in Promptec Renewable Energy Solutions at an enterprise value of Rs 65 crore. The company has launched a world class range of MCBs and RCCBs under EURO-II series in Odisha market. During the year, the company also launched world class products in Switchgear segment in the Eastern Region and also inaugurated a new office in Haldwani, Uttarakhand. On 10 December 2015, Havells India Ltd. announced that it has received intimation from its wholly owned subsidiary, Havells Holdings Limited that it proposes to enter into definitive agreement with Shanghai Feilo Acoustics Co Ltd (Feilo) to divest 80% stake in Havells Sylvania Malta BV, subject to shareholders and related approvals. Feilo is a leading listed company with key shareholding held by Inesa Limited, a State Owned Enterprise (SoE) of Shanghai Government. Havells Holding Limited, Isle of Man would continue to hold remaining with exit options in next 3-5 years. Further, Havells India proposes to divest 80% stake in its wholly owned subsidiary, Havells Exim Limited, Hongkong. The combined equity value for 100% stake for both companies is Euro 186 million (about Rs 1340 crore), subject to adjustments, if any. Havells cumulative investment value stands at Rs 980 crore. On 2 February 2016, Havells India announced the launch of its first Made-in-India MCBs and RCCBs under EURO-II series in Uttar Pradesh. These are the company's first MCBs and RCCBs that are designed, developed and manufactured in-house conforming to international standards. On 14 February 2016, Havells India Limited announced various initiatives and its preparedness for achieving next phase of growth. The company announced that it would start offering products and solutions in the space of solar energy; it will venture in the business of automation & control and internet of things so that it could participate better in upcoming smart cities projects and will widen its product offerings to garner larger market share across all its business segments. On 6 May 2016, Havells India Limited announced its foray into the fast growing segment of Integrated Automation and Control Solutions under its premium brand Crabtree in association with one of world's leading automation company HDL Automation. In June 2016, Havells India Limited announced its foray into a new product segment with the launch of innovative and premium range of air purifiers in the domestic market. On 9 November 2016, Havells India announced that it has further strengthened its presence in the North East region with the launch of world's most advanced, Made in India range of water heaters under the 'Adonia' brand in the state of Mizoram that uses colour changing LED technology to communicate different temperature levels. On 8 February 2017, Havells India Limited announced its foray into personal grooming segment with the launch of an array of high quality personal care product like Electric Shavers, Beard Trimmers, Grooming kit - Precision nose and ear Trimmer, Hair Straighteners & Dryers, Bikini Trimmer. The company also, for the first time in the country, launched baby hair clippers. On 14 February 2017, Havells India Limited announced the launch of many new variants of world-class stylish fans to cater to today's contemporary homes. On 19 February 2017, Company acquired Lloyd Consumer Durable Business Division. It signed an agreement with Lloyd Electrical and Engineering Limited and Fedders Lloyd Corporation Limited for acquiring Lloyd brand and consumer durable business that is engaged in sourcing, assembling, marketing and distribution of consumer durables including airconditioners, TVs, washing machines and other household appliances. On 8 May 2017, Havells India Limited announced the successful completion of its acquisition of Lloyd Consumer Durable Business Division (Lloyd Consumer). The acquisition has been executed at an enterprise value of Rs 1600 crore on a debt free, cash free basis. The company has financed the transaction through internal accruals and cash balances. Havells has acquired the consumer business infrastructure, people, distribution network including and not limited to absolute, exclusive ownership and right to all intellectual property of Brand Lloyd, logo, trademark, goodwill and attendant rights. Through this acquisition, Havells marks a foray into consumer durables industry. On 14 March 2018, Havells India Limited announced an agreement with South Korean major Hyundai Electric & Energy Systems Co. Ltd for manufacturing of Magnetic Contactor (MC). Under the agreement, Hyundai Electric will provide technology know-how and grant a license to manufacture, and market Magnetic Contactors under Havells brand. Havells India would also manufacture MC for Hyundai Electric. As per the previous MoU signed between both the companies in November 2017, Hyundai Electric will supply low and medium voltage protection and switching devices to Havells as Brand labeling and will also grant manufacturing license for ranges of Magnetic Contactors (MC) and Molded Case Circuit Breakers (MCCBs) to Havells. Also, Havells will supply equipment such as Miniature Circuit Breakers (MCBs) & Magnetic Contactors (MC) to Hyundai Electric. Havells is leading player in Switchgear market. During the year 2018-19, the Board of Directors in its meeting dated 21 September 2018 approved the Scheme of Amalgamation, among the Company and its wholly owned subsidiary companies, namely Promptec Renewable Energy Solutions Private Limited, Standard Electrical Limited, Lloyd Consumer Private Limited and Havells Global Limited, which is subject to approval of NCLT, being the Appointed Date of the Scheme, 01 April 2018. The Company received approval from the National Company Law Tribunal (NCLT) on 31 January, 2020. As on 31st March, 2022, the Company had two direct overseas subsidiaries: Havells Holdings Limited based at Isle of Man and Havells Guangzhou International Limited based at China. The Company formed a 50:50 joint venture in People's Republic of China with Shanghai Yaming Lighting Co. Limited under the name of Jiangsu Havells Sylvania Lighting Co. Limited (JV), to produce energy lighting lamps. During financial year 2021-22 Jiangsu Havells Sylvania Lighting Co. Limited has ceased to be a joint venture. During the year 2023, Lloyd AirConditioners Plant was commissioned in Sri City, Andhra Pradesh. The Company launched Meditate Air Purifier under the premium brand Havells Studio in 2023. New products including Havells Glamtubes and Meditate Air Purifier got launched in 2023.

Havells India Ltd Chairman Speech

Message from the Chairman and Managing Director

"We are proud of the Havells culture developed over the past few decades which evolves around customer centricity, entrepreneurship, equality, empathy, and ethics. Being customer centric enables us to deliver the highest level of service to our set of customers, including our channel partners and end consumers"

OUR VALUED SHAREHOLDERS,

IT GIVES ME GREAT PLEASURE TO PRESENT TO YOU THE INTEGRATED REPORT OF YOUR COMPANY FOR THE FINANCIAL YEAR 2022-23. YOUR COMPANY DELIVERED A HEALTHY PERFORMANCE DESPITE A CHALLENGING MACROECONOMIC ENVIRONMENT, OWING TO INVESTMENTS IN ITS STRATEGIC PILLARS AND EFFICIENT EXECUTION.

Performance was broad-based with each of the business segments contributing to the growth. The quality and consistency of our results reflect our competitive edge and consumer affinity. Your Company continued to meet consumers' needs and improve the consumer experience, making meaningful progress on the entire portfolio.

Highlights of the Year

After three years of COVID-led disruptions, FY 2022-23 was in contrast a wholesome year. The year saw a very encouraging start with both B2B and B2C demand momentum continuing from the previous year; however, commodity price pressures impacted the B2C end markets, particularly in

the second half of the year. Despite shrinkages in consumer spending, your Company continued the growth trajectory with a strong product portfolio and brand.

It was heartening to see Lloyd regaining market share in the AC segment to be amongst the top 3 players in the industry. We believe that Lloyd is now well positioned to leverage the AC performance to spur growth of other products such as washing machines and refrigerators.

Continued commodity price increases asserted pressures on the margins as your Company took calibrated price increases, albeit not commensurate to the raw material cost increases. Margins in cables division and Lloyd witnessed volatility given sharp commodity price fluctuations.

A healthy balance sheet and strong cash flow generation provided us ample headroom to continue investing strategically in our growth while maintaining a consistent dividend payout to our shareholders.

Sticking to Basics

We are proud of the Havells culture developed over the past few decades which evolves around customer centricity, entrepreneurship, equality, empathy, and ethics. Being customercentric enables us to deliver the highest level of service to our set of customers, including our channel partners and end consumers. Being ethical, empathic, fair, and equal to every stakeholder stem from being entrepreneurial, where even the most routine task is done with an ownership mindset.

Your Company continued its strategy of investing in the long-term growth drivers, including brand, omni-channel, innovation, digitisation, and talent. Our brands continue to command top-of- the-mind awareness and is trusted by our customers. Our omni-channel approach ensures that brand reaches out to a wide set of customers giving a seamless experience whether it is traditional channel or modern formats. True to our DNA of continuously innovating, we expanded our team of engineers who are working across businesses to boost capabilities and serving consumers even better. Digital continues to remain a priority, as we made significant progress in our digitisation journey, which is acting as an enabler, partner, and driver of the business. Equally, we continue to ensure a great fusion of professional rigour and entrepreneurial mindset in our talent pool. I am glad to share that our success over the years has been deeply rooted in the human capital we have developed and nurtured at Havells.

Our focussed investments have supported us to deliver across cycles, navigating multiple macroeconomic disruptions. We envisage continuity in our approach to build a strong and durable foundation for the next phase of growth trajectory.

Manufacturing: Smart. Sustainable. Self-Reliant

At Havells, manufacturing has been one of the key pillars. It ensures superior quality standards while also providing high level of agility towards changing customer needs and market dynamics. Complemented with strong R&D, it allows us to stand out with differentiated offerings, premiumisation, and higher customer loyalty. We continuously aspire to minimise waste, reduce our carbon footprint and ensure that our products are produced ethically and sustainably. Full control over sourcing also ensures right mix of strategic partners along with higher level of self-reliance. We believe this keeps a check on our costs and enables us to tide over disruptions.

Building on this belief, during the year, our new Lloyd AC plant in Sri City, Andhra Pradesh was commissioned.

The capacity expansion is aligned with our growth aspiration of tapping into the larger consumer durables opportunity. With such strategic investments over the past few years, we have built a formidable full-stack consumer durable play.

ESG

Environmental, social and governance (ESG) issues are becoming increasingly important for companies across industries. At Havells, sustainability has always been on our topmost agenda.

We truly believe that in the long run, the companies which integrate sustainability with their business strategy will thrive and succeed. During FY 2022-23, Havells continued to focus on the aspects of ESG that would work towards building an inclusive society.

We had published our first sustainability report in 2012-13 and through a persistent and structured set of measures in last 10 years of our ESG journey have made consistent progress towards our ESG goals. FY 2022-23 was a landmark year in our journey for sustainable value creation and overall climate resilience. There was a 61% reduction in GHG & Energy Intensity from base year FY 2012-13.

Utilising eco-friendly, lightweight, and sustainable product designs to create new products are some of the steps that have been taken to strengthen environmental responsibility. With diversity also being one of the focus areas, we are targeting to run the entire operations by 100% female workers at our newly commissioned plant in Sri City.

We are also happy to announce that we have launched the Havells ESG 2.0 framework, which serves as a launchpad for this decade of action. It comprises of the key performance indicators across ESG parameters that are of material relevance to our company and its stakeholders, now and into the future. The main focus areas that will top the agenda are achievement of emission reduction targets, capacity enhancement of solar-based renewable energy generation, reduction in energy intensity, gender diversity, life cycle assessment etc.

Outlook

The challenges around inflationary pressures may continue to impact the business outlook in the short term. However, we are positive about the medium to long-term growth and profitability outlook.

I want to take this opportunity to express my sincere gratitude to our Board of Directors, employees, valued consumers, channel partners, suppliers, and our shareholders for their continued support and contribution to our shared success.

Regards,

Anil Rai Gupta

Chairman and Managing Director.

   

Havells India Ltd Company History

Havells India Limited is a fast-moving consumer electrical/electronics and power distribution equipment manufacturer with products ranging from Industrial and Domestic Circuit Protection Switchgears, Cables, Motors, Pumps, Solar Products, Fans, Power Capacitors, LED Lamps and Luminaries for Domestic, Commercial and Industrial applications, Modular Switches, Water Heaters, Coolers and Domestic Appliances, Personal Grooming , Air Purifier ,Water Purifier, Air conditioner, Television, Washing machine and Refrigerator covering the entire range of household, commercial and industrial electrical needs. The Company has manufacturing facilities located at Faridabad in Haryana, Alwar, Ghiloth and Neemrana in Rajasthan, Haridwar in Uttarakhand, Sahibabad in Uttar Pradesh, Baddi in Himachal Pradesh and Sri City in Andhra Pradesh. The research and development facilities are located at Noida (Uttar Pradesh), Bangalore and and Ghiloth (Rajasthan). Havells India Limited was incorporated as Havell's Pvt. Ltd. in August 1983 and later converted into a Public Limited Company in March 1992. The Company started their operations by producing miniature circuit-breakers and distribution boards in the year 1984. Then, they entered into a technical collaboration with Christian Geyer, Germany, to manufacture miniature circuit-breakers in India. In the year 1991-92, the Company made additions to their facilities to manufacture plastic distribution boards (PDBs) and earth-leakage circuit-breakers (ELCBs). In order to manufacture ELCBs, the company entered into technical collaboration with Schiele Industriwerke, Germany. In the year 1996, the Company entered into the manufacture of low tension power cables by acquiring an existing cable manufacturing plant in Alwar, Rajasthan, which belongs to a sick unit from Rajasthan State Industrial Development & Investment Corporation. In the year 2000, the company acquired Standard Electricals Ltd and Duke Arnics Electronics Ltd. The company sold their entire shareholding of A J Shehfar & Co Ltd in the year 2003. The company also sold their entire shareholding in Standard Electricals Ltd during the year 2003-04. In the same year, the company moved in to electrical consumer goods segment and set up a state-of-the-art automatic plant for manufacturing Compact Fluorescent Lamps at Faridabad in Haryana. During the year 2004-05, the Company incorporated Havell's (UK) Ltd. in London. It enhanced installed capacity of Domestic Switchgears, Industrial Switchgears and Electrical Consumer Durables by 12,650,000 Nos, 222,000 Nos and 2,000,000 Nos respectively. With this expansion the total installed capacity of these products increased to 27,300,000 Nos, 1,335,000 Nos and 13,200,000 Nos respectively. Also, they introduced a complete range of indoor and outdoor lighting fixtures under the brand name Havells in the market. In the year 2005-06, the company installed CCV Lines for making high voltage cables. Also they installed a state-of-the-art automatic plant for manufacturing Compact Fluroescent Lamps (CFL) at Haridwar in Uttarakhand and started their production from January 2006. Also, they installed a new plant to produce Fans and started production in October 2005. In the same year, Crabtree India Ltd was amalgamated with the company. In the year 2006-07, the company set up a new plant in Noida for Power Capacitors. This plant an installed capacity of 600000 KVAR per month and they commenced their production on February 2007. These are designed and manufactured using S3 technology. Also they increased the production capacity of Domestic Switchgear by 6,000,000 to 39,600,000 Nos., Industrial Switchgear by 800,000 to 2,600,000 Nos., Electrical wire Accessories by 14,000,000 to 20,000,000 Nos, Cables & Wires by 230,000 to 700,000 Nos, and Electrical Consumer Durables by 10,000,000 to 32,400,000 Nos. In the year 2007, the company incorporated a wholly owned subsidiary with the name Havell's Holdings Limited in Isle of Man. Also, the company acquired SLI Lighting Products, Inc., SLI Europe BV and Lighthouse Investment Holdings Ltd on April 2007. The company changed their name to Havells India Ltd (Apostrophe is removed from the word Havell's) with effect from July 28, 2007. In April 20, 2007, Havell's Netherlands B.V., a step subsidiary of the company completed the acquisition of 'Sylvania'. In the year 2008, the company set up a fully automatic plant for Havells Lafert Motors at Neemrana. They set up Global Corporate office, QRG Towers at Expressway Noida. Also, they made investment of Rs 50 crore in Global Center for Research and Innovation (CRI). In the year 2009, the company set up a fully automatic second unit for switchgear manufacturing at Baddi. They made Global consolidation of CFL manufacturing plant at Neemrana for domestic and export purposes. They launched India's first HPF CFL and first BEE 5-star Rated Fan. In the year 2010, the company set up second unit for Fan manufacturing at Haridwar. They acquired 100% interest in Standard Electricals. They set up World's First New Generation CMH Lamp Plant at Neemrana. They entered into Electric Water Heaters business. Also, they launched Havells brand in US & Mexico. During the year 2009-10, the company acquired Seven Wonders Holidays Pvt Ltd to facilitate the transfer of electrical business of Standard Electricals Ltd. As per the scheme of arrangement,the electrical business of erstwhile Standard Electricals Ltd (SEL), a company under the same management, was de-merged and transferred to Seven Wonders Holidays Ltd, a 100% subsidiary of the company. Also, the name of Seven Wonders Holidays Ltd was changed to Standard Electricals Ltd. In the year 2011, the company launched a new range of Control Gear Cosmic Star series. They set up a new Industrial Switchgear Plant in Sahibabad. They launched domestic appliances. They entered into a joint venture agreement with Shanghai Yaming Lighting, China. During the year 2010-11, the company ventured into 'Home Comfort Products' with their foray into a new generation, Electric Water Heater business. They set up a state-of-the-art plant in collaboration with Havells Sylvania, Belgium for production of Ceramic Metal Halide lamps. In September 2011, as per the scheme of amalgamation, Standard Electrical Ltd, a 100% subsidiary of the company was amalgamated with the company with effect from appointed date, April 1, 2011. In 2015, Havells India Ltd has launched the country's first most energy efficient fan - ES 40. The company has launched India's first brightest LED lamps range 'LUMENO' at its lighting fixtures plant in Neemrana, Rajasthan. The company also adds first 'Made in India' MCB to its portfolio. The company, has got hold of a 51 per cent stake in Promptec Renewable Energy Solutions at an enterprise value of Rs 65 crore. The company has launched a world class range of MCBs and RCCBs under EURO-II series in Odisha market. During the year, the company also launched world class products in Switchgear segment in the Eastern Region and also inaugurated a new office in Haldwani, Uttarakhand. On 10 December 2015, Havells India Ltd. announced that it has received intimation from its wholly owned subsidiary, Havells Holdings Limited that it proposes to enter into definitive agreement with Shanghai Feilo Acoustics Co Ltd (Feilo) to divest 80% stake in Havells Sylvania Malta BV, subject to shareholders and related approvals. Feilo is a leading listed company with key shareholding held by Inesa Limited, a State Owned Enterprise (SoE) of Shanghai Government. Havells Holding Limited, Isle of Man would continue to hold remaining with exit options in next 3-5 years. Further, Havells India proposes to divest 80% stake in its wholly owned subsidiary, Havells Exim Limited, Hongkong. The combined equity value for 100% stake for both companies is Euro 186 million (about Rs 1340 crore), subject to adjustments, if any. Havells cumulative investment value stands at Rs 980 crore. On 2 February 2016, Havells India announced the launch of its first Made-in-India MCBs and RCCBs under EURO-II series in Uttar Pradesh. These are the company's first MCBs and RCCBs that are designed, developed and manufactured in-house conforming to international standards. On 14 February 2016, Havells India Limited announced various initiatives and its preparedness for achieving next phase of growth. The company announced that it would start offering products and solutions in the space of solar energy; it will venture in the business of automation & control and internet of things so that it could participate better in upcoming smart cities projects and will widen its product offerings to garner larger market share across all its business segments. On 6 May 2016, Havells India Limited announced its foray into the fast growing segment of Integrated Automation and Control Solutions under its premium brand Crabtree in association with one of world's leading automation company HDL Automation. In June 2016, Havells India Limited announced its foray into a new product segment with the launch of innovative and premium range of air purifiers in the domestic market. On 9 November 2016, Havells India announced that it has further strengthened its presence in the North East region with the launch of world's most advanced, Made in India range of water heaters under the 'Adonia' brand in the state of Mizoram that uses colour changing LED technology to communicate different temperature levels. On 8 February 2017, Havells India Limited announced its foray into personal grooming segment with the launch of an array of high quality personal care product like Electric Shavers, Beard Trimmers, Grooming kit - Precision nose and ear Trimmer, Hair Straighteners & Dryers, Bikini Trimmer. The company also, for the first time in the country, launched baby hair clippers. On 14 February 2017, Havells India Limited announced the launch of many new variants of world-class stylish fans to cater to today's contemporary homes. On 19 February 2017, Company acquired Lloyd Consumer Durable Business Division. It signed an agreement with Lloyd Electrical and Engineering Limited and Fedders Lloyd Corporation Limited for acquiring Lloyd brand and consumer durable business that is engaged in sourcing, assembling, marketing and distribution of consumer durables including airconditioners, TVs, washing machines and other household appliances. On 8 May 2017, Havells India Limited announced the successful completion of its acquisition of Lloyd Consumer Durable Business Division (Lloyd Consumer). The acquisition has been executed at an enterprise value of Rs 1600 crore on a debt free, cash free basis. The company has financed the transaction through internal accruals and cash balances. Havells has acquired the consumer business infrastructure, people, distribution network including and not limited to absolute, exclusive ownership and right to all intellectual property of Brand Lloyd, logo, trademark, goodwill and attendant rights. Through this acquisition, Havells marks a foray into consumer durables industry. On 14 March 2018, Havells India Limited announced an agreement with South Korean major Hyundai Electric & Energy Systems Co. Ltd for manufacturing of Magnetic Contactor (MC). Under the agreement, Hyundai Electric will provide technology know-how and grant a license to manufacture, and market Magnetic Contactors under Havells brand. Havells India would also manufacture MC for Hyundai Electric. As per the previous MoU signed between both the companies in November 2017, Hyundai Electric will supply low and medium voltage protection and switching devices to Havells as Brand labeling and will also grant manufacturing license for ranges of Magnetic Contactors (MC) and Molded Case Circuit Breakers (MCCBs) to Havells. Also, Havells will supply equipment such as Miniature Circuit Breakers (MCBs) & Magnetic Contactors (MC) to Hyundai Electric. Havells is leading player in Switchgear market. During the year 2018-19, the Board of Directors in its meeting dated 21 September 2018 approved the Scheme of Amalgamation, among the Company and its wholly owned subsidiary companies, namely Promptec Renewable Energy Solutions Private Limited, Standard Electrical Limited, Lloyd Consumer Private Limited and Havells Global Limited, which is subject to approval of NCLT, being the Appointed Date of the Scheme, 01 April 2018. The Company received approval from the National Company Law Tribunal (NCLT) on 31 January, 2020. As on 31st March, 2022, the Company had two direct overseas subsidiaries: Havells Holdings Limited based at Isle of Man and Havells Guangzhou International Limited based at China. The Company formed a 50:50 joint venture in People's Republic of China with Shanghai Yaming Lighting Co. Limited under the name of Jiangsu Havells Sylvania Lighting Co. Limited (JV), to produce energy lighting lamps. During financial year 2021-22 Jiangsu Havells Sylvania Lighting Co. Limited has ceased to be a joint venture. During the year 2023, Lloyd AirConditioners Plant was commissioned in Sri City, Andhra Pradesh. The Company launched Meditate Air Purifier under the premium brand Havells Studio in 2023. New products including Havells Glamtubes and Meditate Air Purifier got launched in 2023.

Havells India Ltd Directors Reports

DIRECTORS’ REPORT

To

The Members

Your Directors take pleasure in presenting the 40th Annual Report (Integrated) on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2023.

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)

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Revenue from Operations

16,868

13,889

16,911

13,938

Other Income

177

160

178

160

Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items

1,780

1,918

1,777

1,921

Less: Depreciation and amortisation expenses

296

261

296

261

Finance Cost

34

53

34

53

Profit before Tax and Exceptional Expenses

1,450

1,604

1,447

1,607

Exceptional Items
a) Loss due to fire

113

-

113

-

b) Insurance claim receivable

(113)

-

(113)

-

Profit before Tax

1,450

1,604

1,447

1,607

Less: Tax

375

409

375

410

Profit for the year

1,075

1,195

1,072

1,196

Other Comprehensive Income

(8)

6

(8)

6

Total Comprehensive income for the year, net of tax

1,067

1,200

1,064

1,203

Financial year 2022-23 was the first year post COVID-19 disruptions with a stable business environment. We recorded revenue for FY23 at Rs.16,868 crores, higher by 21.5% over the previous year's revenue of Rs.13,889 crores.

FY23 profit was at Rs.1,075 crores as against Rs.1,195 crores in FY22. Profit margin was at 6.4% in FY23 as against 8.6% in FY22.

Disruptions in the global supply chain with the geopolitical disturbances led to steep run-up in commodity prices. The impact of the same was witnessed on the Company margins as the entire cost escalation could not be passed on to the customers.

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

Havells performance during the year was backed by strong growth across the product verticals. Over the years, Havells has evolved into a formidable

FMEG and consumer durable player by seeding new categories and scaling them to create reasonably sized revenue pools.

Switchgear segment reported 18.7% revenue growth supported by pickup in the construction cycle. While the sudden & sharp movements in commodity prices impacted the market sentiments in cables segment, Havells grew the segment revenue by 19.1%. Lighting segment grew by 16.8% with healthy growth from both consumer and professional lighting. Professional lighting accelerated its growth with pickup in industrial and commercial sector.

Despite witnessing a major transition in the fans category during the year, the Electrical Consumer Durables (ECD) segment reported a 7.5% revenue growth. Havells continue to focus on premiumisation of the fan portfolio. The "others" segment which includes motor, solar, pumps, personal grooming and water purifier grew by 25.2%.

Lloyd demonstrated encouraging performance with strong revenue growth of 49% and continued its journey to be a meaningful player in the consumer durable industry. The profitability of the segment was impacted given commodity prices pressures and continued hyper competition in the market. During the year, we commissioned Lloyd Air- Conditioners plant in Sri City (Chittoor District in the State of Andhra Pradesh).

We stayed focussed on innovating, investing in our brands, expanding omni-channel presence, enhancing our digital capabilities and nurturing a strong talent pool. Continuous investment in the latest technology and innovation has helped the organization to stay ahead in a highly competitive landscape. In addition to multiple patents being filed during the year, we launched many new products including Havells Glamtubes and Meditate Air Purifier. Brand remained a key focus area during the year with significantly higher advertising and sales promotion expenditure vs FY22. We ensured that we are reaching out to the customers and making our brand available wherever they are. While steadily growing our distributors/ dealers network vertically and horizontally, we expanded our presence in emerging channels. E-commerce channel grew with a strong product portfolio and deep digital engagement with our consumers. Modern Format Retail (MFR) continues to emerge as a key channel with expanding shelf space at the counters. With emerging rural opportunity, we cemented our position of most penetrated FMEG brand in rural markets.

Backed by revenue growth and strong financial discipline, we continued to generate healthy cash flows. The balance sheet was further strengthened by pre-paying the outstanding borrowings during the year.

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

As on 31st March, 2023, the Company has one direct overseas subsidiary namely Havells Guangzhou International Limited based at China.

The Consolidated Profit and Loss Account for the period ended 31st March, 2023, includes the Profit and Loss Account for the subsidiary Havells Guangzhou International Limited for the complete Financial Year ended 31st March, 2023 and Profit and Loss Account for the subsidiary Havells Holdings Limited for the period upto 27th October, 2022.

The Board of Directors of the Company has, by Resolution passed in its Meeting held on 3rd May, 2023, given consent for not attaching the Balance Sheet of the subsidiary concerned. The Consolidated Financial Statements of the Company including the subsidiary duly audited by the statutory auditors 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 subsidiary 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 company and the detailed related information shall be made available to Shareholders of the Company and of its subsidiary company upon request and it shall also be made available on the website of the Company i.e. https:// www.havells.com/en/discover-havells/investor-relation/ financials/balance-sheet.html

The annual accounts of the subsidiary company shall also be kept for inspection by any shareholder in the Head Office of the Company and the office of its subsidiary company.

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

Havells Holdings Limited (HHL) a wholly owned subsidiary of Havells India Limited (Havells) was incorporated in Feb 2007 in Isle of Man for the purpose of acquiring global lighting business of Sylvania. Since Havells has exited the Sylvania business and all the related obligations have been met, the entity was no longer required. Accordingly, it was decided in a meeting of shareholders held on 18th May, 2022 that HHL be voluntarily wound-up. The due process, as applicable in Isle of Man was followed and winding up of HHL was completed on 27th October, 2022.

Besides, there are no companies which have become or ceased to be subsidiary and/ or associate of the Company during the Financial Year 2022-23.

4. Reserves

Your Directors do not propose to transfer any amount to the general reserve and 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 Investor Relations section on the website of the Company and can be accessed at https://havells.com/content/dam/ havells/Corporate Governance/Dividend policv.pdf. the Board of Directors, in its Meeting held on 19th January, 2023, declared an interim dividend of Rs.3.00/- per equity share of face value of Rs.1/- each, to all the shareholders who were recorded on the register of members as on 28th January, 2023, being the record date fixed for this purpose.

I n addition to the Interim Dividend, your Directors are pleased to recommend a Final Dividend @ Rs.4.50/- per equity share of face value of Rs.1/- each for the financial year 2022-23.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs.281.93 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 5th June, 2023, Monday to 9th June, 2023, Friday (both days inclusive).

6. 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, 2,86,307 Equity Shares of Rs.1/- each, were approved for Grant on 2nd May, 2023 and Vested (pursuant to the respective Employee Stock Purchase Plan as hereunder) to the eligible employees, which, if exercised, shall result in an equivalent no. of Equity Shares of Rs.1/- each to be allotted/ transferred to the eligible employees under the respective schemes.

A summary is given below:

No. of Shares Granted

No. of Shares Vested

Havells Employees Stock Purchase Plan 2014

51,376

51,376

Havells Employees Stock Purchase Scheme 2015

1,35,000

1,35,000

Havells Employees Stock Purchase Scheme 2016*

34,303

20,627*

Havells Employees Stock Purchase Scheme 2022**

65,628

9,043**

* 11,424 Shares vested as 1st tranche out of a total of 34,303 Shares granted for financial year 2022-23; 7,159 Shares vested as 2nd tranche out of a total of 24,942 Shares granted for financial year 2021-22 and 2,044 Shares vested as 3rd tranche out of a total of8,454 Shares granted for financial year2020-21.

** 6,497 Shares vested as 1st tranche out of a total of 65,628 Shares granted for financial year 2022-23; 2,546 Shares vested as 2nd tranche out of a total of 17,733 Shares granted for financial year 2021-22.

7. 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, 2023.

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

During the financial year 2022-23, no changes took place in the composition of the Board of Directors of the Company.

Further, 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.

Shri Anil Rai Gupta (DIN: 00011892), was last re-appointed by the Shareholders 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, 2019. His term is due to expire next year on 31st March, 2024.

Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 3rd May, 2023, approved the re-appointment of Shri Anil Rai Gupta, as the Chairman and Managing Director and the CEO of the Company for a period of another 5 (Five) years to take effect from 1st April, 2024 to 31st March, 2029. The re-appointment is subject to approval of the shareholders in the ensuing Annual General Meeting.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by ICSI are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the reappointment of Directors are also included in the Notice.

9. Number of Meetings of the Board of Directors

During the Financial Year 2022-23, the Board of Directors of the Company, met 5 (Five) times on 4th May, 2022, 20th July, 2022, 19th October, 2022, 19th January, 2023 and 25th March, 2023.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meeting of the Independent Directors of the Company was also held on 25th March, 2023, without the presence of Non-Independent Directors and members of the management, to review the performance of NonIndependent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, NonExecutive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

10. 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;

b) the Directors had selected such accounting policies and applied them consistently and made judgments 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.

11. Declaration by Independent Director(s) and reappointment, if any

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

12. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other employees

i n adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 22nd December, 2014, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related 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 Investor Relations section, under the "Codes & Policies" tab, on the website of the Company and can be accessed at the weblink https://havells.com/content/dam/ havells/Corporate Governance/Nomination%20and%20 Remuneration%20Policv.pdf

13. Formal Annual Evaluation

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") contain provisions for the evaluation of the performance of:

(i) the Board as a whole,

(ii) the individual directors (including independent directors and Chairperson) and

(iii) various Committees of the Board.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the Company is required to disclose the manner of formal annual evaluation.

The Board evaluation exercise for financial year 2022-23 was carried out by way of internal assessments done 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 Company's management and internal control system for appropriateness and relevance;

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

• Oversight of 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 brought to the notice that there is adequate flow of information from Company to the Board and the suggestions and recommendations given by the Board are considered for follow up action. The Board Committees are well-managed and functioning excellently. The Committee meetings are held timely with thorough discussions on agenda items and excellent follow up.

The assessment exercise also brought out that all the Directors are excellently contributing in the functioning of the Board. The Chairman well balances the functioning of the Board demonstrating effective leadership. The Board has functioned well and has rigorous discussions. The Board is open and receptive and the members are fully committed to high standards and are transparent.

14. 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

15. 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 Statutory Auditor in its reports on standalone and consolidated financials are selfexplanatory 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, 2023.

The due date for filing the Cost Audit Report of the Company for the financial year ended 31st March, 2022 was 2nd June, 2022 and the same was filed in XBRL mode by the Cost Auditor within 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 2022-23.

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, 2023.

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, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Balika Sharma & Associates, Company Secretaries, Secretarial Auditors.

16. 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, as at 31st March, 2023, are furnished in ANNEXURE - 3 and forms part of this Report.

17. Particulars of contracts or arrangements with Related Parties

The particulars of every contract and arrangement if entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE - 4 and forms part of this Report.

18. Contribution to Exchequer

The Company is regular in payment of taxes and other duties to the Government. During the year under review your Company paid Rs.395.84 crores towards Corporate Income Tax as compared to Rs.426.85 crores paid during the last financial year. The Company has also paid an amount of Rs.3,618.55 crores on account of GST and Custom duty without any government assistance and support during financial year 2022-23 as compared to Rs.2,849.67 crores paid alongwith government assistance and support of Rs.1.02 crores claimed during last Financial Year.

19. 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.

20. Corporate Social Responsibility (CSR)

Havells over the years have built a culture where CSR has been deeply integrated with our business philosophy which is reflected in our business accountability and our commitment to the wellbeing of communities and society through our various environmental and social measures. This has led to targeted efforts by the organization for the communities revolving around eight strong pillars of Health and Nutrition, Education, Skill and Development, Sanitation, Environment, Heritage Conservation, Health Care and other Humanitarian Causes.

Some of the key initiatives include:

Meals Distribution (Mid-Day Meal Programme) - A

humble beginning that started with serving just 1,500 children across 5 schools increased to serving over 70,000 students across 700+ schools daily in the district. This program has shown a positive impact in the lives of school children which in turn has resulted in increased attendance & enrolment and a reduction in drop-out rates in Govt. Schools wherever mid-day meals are being served. Another impact of this project has been an increase in enrolment of girl child and reduced discrimination, casteism and inequality amongst society.

Hygiene and Sanitation (Distribution of Re-usable Sanitary Napkins) - Over the past few years the Company has played a pivotal role in the areas of hygiene and sanitation. In FY 22-23, we have distributed ~2 Lakh sanitary napkins to adolescent girls. This has resulted in improved attendance, health and cognitive development, increased girls' participation, established positive hygiene behaviour among girl students.

Societal Education and Infrastructure - Education has been one of our focus areas from Corporate Social Responsibility (CSR) standpoint. Havells association with Plaksha University as part of our CSR initiatives started in the year 2021 to make a meaningful impact in technological change and evolution. Infact now our association with Plaksha is one of the biggest from CSR contribution standpoint.

On December 17, 2022, Plaksha University celebrated its first founder day where "Havells Research Building" was inaugurated. This research building will house four cutting-edge research centres - Centre for Clean Energy & Climate, Centre for Digital Agriculture, Centre for Digital Health and Centre for Water Security.

Trees Plantation - Tree plantation has been a regular activity at Havells with the twin purpose to save endangered environment and to preserve flora and fauna. Havells has planted over 18 Lakhs trees in last 5 years in Bhopal, Madhya Pradesh and Neemrana, Rajasthan. The Survival rate of the trees is more than 85% as per the survey conducted by MPRVVN (Madhya Pradesh Rajya Van Vibhag Nigam) on account of regular monitoring, ensuring availability of water supply, involvement of local administration and Panchayat.

Further, the Company has in place CSR & ESG Committee and Policy as per the applicable laws and regulations. The disclosures on the same as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith as ANNEXURE - 5 to this Report in the prescribed format.

21. Audit Committee

As at 31st March, 2023, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Shri Upendra Kumar Sinha, Smt. Namrata Kaul, Shri B Prasada Rao and Shri Ameet Kumar Gupta, majority of them being Independent Directors except 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.

22. Enterprises Risk Management Framework Integrated Risk Management Framework

The Board of Directors of the Company has formed an Enterprises Risk Management (ERM) Committee to frame, implement and monitor the risk management plan for the Company. The Company's Board of Directors oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

ERM Committee oversees the Company's risk management process and controls, reviews strategic plans and objectives for risk management, risk philosophy, risk optimisation, reviews compliance with risk management policies implemented by the Company and procedures used to implement the same. ERM Committee overviews various risk categories like Strategic risk, Compliance risk, Financial risk, Reputational risk, Operational risk & Reporting risk.

Havells Risk Management & Governance Framework is based on Internationally accepted framework. Our sustainable focus on next Generation Technology, supports an enterprise wide view of risk and their compliance, enabling more holistic approach towards productivity, efficiency and informed decision-making process, within acceptable risk appetite & culture of no surprise.

Company's ERM Coverage includes critical risks relating to entity level, business vertical, functional & process level at all locations across the organisation. ERM Coordinator works closely with business & functional team for identification, monitoring & execution of agreed risk responses. Evaluation of Risk Maturity level & identification of the emerging business challenges are performed under the guidance of ERM Council & Leadership Council. Risk response against the identified risks (including emerging risks) are presented before ERM Committee on a half yearly basis.

23. Details in respect of 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's internal control systems are commensurate with the nature & size of its' business considering both financial & non-financial controls.

The company has well established Internal audit function. Risk based audit are performed for all businesses, functions & locations (Plant, Branch, warehouse, Head office). Internal Audit plan is approved by the Audit Committee, further on a quarterly basis summary of key findings along with their root cause analysis and action taken status are presented to the Audit Committee.

Risk Control Matrix (RCM) has been prepared with respect to each Business functions and their mapping are being done with Functional Dashboard/ Compliance Management System/ GRC Process Control. The internal control system ensures compliance with all applicable laws and regulations.

Our IFC process, supports orderly and efficient conduct of its business including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Our internal financial control system facilitates in optimum utilization of available resources and protect the interests of all stakeholders.

24. Details of establishment of Vigil Mechanism for Directors and Employees

The Company has established a Vigil Mechanism under the name of "Satark" for its Directors and employees to report their genuine concerns or grievances and provides for adequate safeguards against victimization of persons who use such mechanism.

Vigil Mechanism is available for all Employee(s), business associate(s) engaged with the Company, who can report any fraud, irregularity, wrongdoing and unethical behaviour. Designated team investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld. Complaints received under Satark policy are even mapped to the Chairman of the Audit Committee. This Satark policy is also available on the website of the company at https://havells.com/ HavellsProductImages/HavellsIndia/pdf/About-Havells/ Investor-Relations/Codes Policies/VigilMechanism Satark%20Policv.pdf

25. 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.

26. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

27. Employee Relations

The past year the Havells family surged ahead confidently, leaving behind the experiences of the pandemic, but keeping the learning intact in term of speed and agility.

There was renewed focus on enhancing organizational capability for the future. We have created an organization wide Learning & Development (L&D) framework, to cater to the L&D needs across every level in the organization.

To illustrate, we have launched a career development center ‘Pragati’ for our frontline salespeople to become first level Managers. We have launched a management development program called ‘Unnati’, for our first level sales managers. Similar initiatives are under progress for mid and senior management. India is a young country and a sizeable future employee base, will be Gen-Z. Hence, we have a very robust program of engaging with campuses for our future young talent requirements. This is being done across functions i.e. Sales & Marketing, E-Commerce, Manufacturing, R&D, Supply Chain, Packaging, etc. From campuses we have made offers for about 212 final placements and 58 summer interns. The idea of taking interns is to give them projects and assess them for PPOs (Pre-Placement Offers) Next Year. The gender diversity in our campus offers is about 24% and overall in the Company, the gender diversity in the Gen-Z community is about 21%.

There is a focused effort on ongoing learning & development of our frontline sales, by leveraging technology, so that we can do this with ‘speed & scale'. Our internal Learning Management System (LMS) ‘Saksham' is being further augmented to meet the emerging learning needs and enhanced learner experience (LXP).

We completed a Talent Mapping exercise, for critical roles, so that we have clear visibility of our internal talent, for meeting the organization' future growth aspirations.

We have put together a whole new team for our Green Field Project in Sri City, through a combination of internal talent movement and lateral hires. In this plant, we are targeting to maximize gender diversity on the shop floor. Our vision is to make this a role model plant for gender diversity within the Company, by targeting close to 100% women on shop floor.

For the fourth year in succession, we are recognised among ‘the Great Place to Work 2023'. Our scores have consistently improved over the years.

At Havells, we ensure that there is full adherence to the Code of Ethics and fair business practices. Havells is an equal opportunity employer and employees are evaluated solely on the basis of their contribution and performance. We provide equal opportunity in all aspects of employment, including retirement, training, work conditions, career progression etc. Further, Havells is committed to maintaining a workplace where each employee's privacy and personal dignity is respected and protected.

Nirbhaya

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. The Committee conducts interactive sessions, from time to time, to sensitize 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 action taken by it during the relevant financial year. During the Financial Year 2022-23, no complaint was lodged with the Internal Complaints Committee (ICC).

28. 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 - 6.

29. Employees Stock Option Plans

The Company has in place 4 (Four) employee benefit schemes, namely, Havells Long Term Incentive Plan 2014 (LTIP 2014), Havells Stock Purchase Scheme 2015 (ESPS 2015), Havells Stock Purchase Scheme 2016 (ESPS 2016) and Havells Stock Purchase Scheme 2022 (ESPS 2022).

All the existing and proposed benefit schemes are administered by Havells Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee.

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

The Company has received a certificate dated 1st May, 2023 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 and Sweat Equity) Regulations, 2021, in respect of LTIP 2014, ESPS 2015, ESPS 2016 and ESPS 2022 as at 31st March, 2023 are available on the website of the Company at https://havells. com/HavellsProductImages/HavellsIndia/Content/dam/ havells/dislosure pdf/Disclosures Pursuant to SEBI Regulations 2021 as at 31st March 2023.pdf

30. Credit Ratings CARE Ratings

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

CARE has also reaffirmed the CARE A1+ [A One Plus] rating assigned to the short-term facilities of your Company. This rating is applicable to facilities having a tenure upto one year. Instruments with this rating are considered to have very strong degree of safety regarding 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 overall performance of the corporate governance on a broad range of parameters such as Board Composition and Functioning, Ownership Structure, Organization Structure and MIS, Shareholder Relationship, Disclosures and Transparency, Financial Prudence and Statutory & Regulatory Compliance.

31. Global Certifications

The list of certifications in FY 22-23 for international markets are given below:-

Certifications received during the Financial Year 2022-23

• BS 7835 BS 6622 BS 7870-4.10 for 11 KV Cables & BS 6724 for 0.6/1 KV Cables

• UL 44 for Thermoset-Insulated Wires and Cables & UL 4703 for Photovoltaic Wire

• BS 7846 (F2 & F120) LV LSZH Sheathed Cable & LV FS Cables

Renewals of Certifications during the financial year 2022-23

• CB certification in accordance of IEC 60335-240:2018 in conjunction with IEC 60335 1:2010, IEC 60335-1:2010/AMD1:2013, IEC 60335-1:2010/ AMD2:2016 for Large household appliances

• KEMA/ DEKRA certifications in accordance with IEC 60898-1, IEC 60898-2, IEC 60947-3 & IEC 60947-2 for MCB's and Isolators and IEC 61008-1 for RCCB's.

32. Corporate Governance

The Company is committed to highest corporate governance standards by applying the best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for 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 forms part of this integrated Annual Report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of this Integrated Annual Report.

33. Environment, Health and Safety

Environment, Health and Safety (EHS) has always been an integral part of the larger ambit of Havells ESG initiatives. Havells Environment, Health & Safety (EHS) strategies are directed towards achieving the greenest and safest operations across all Manufacturing units by optimising the usage of natural resources and providing a safe and healthy workplace.

To address the broader agenda of ESG, during the year Havells had set up a board level ESG Committee led by independent director who along with other key stakeholders will pave the way forward from an ESG standpoint. In addition, Havells has formulated a corporate ESG-CFT under its ambitious Manufacturing Excellence 2.0 Programme Initiatives.

As part of our commitment towards environment, health & safety (EHS) Management, we have implemented a fully integrated EHS Management system at all our manufacturing sites, which are certified by the internationally recognised ISO 14001 & ISO 45001 Standards. The Health and Safety of employees is paramount and Havells stand on Environment, Health and Safety of its employees is clearly outlined in Havells EHS Policy. We also regularly conduct Fire Safety Audits carried out by specialized Third-Party agencies to maintain the requirements of Fire & life Safety Protocols at our manufacturing sites. We have 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 and we continue to maintain best health and safety measures across all our manufacturing locations. We strive to upgrade our workforce skills levels through various learning & development programmes throughout the year. Further, at the time of induction, basic Safety trainings are given to all employees and workers at all our manufacturing sites.

Even though our Company does not fall under energy intense sector, we are still mindful of our impact on the environment and are taking progressive steps to minimise the same. Our commitments towards environment protection helps us to improve the company environment footprint examples of activities include 9MW Solar installed capacity, plantation of over 18 Lakhs trees saplings in the last five years. We are continuously exploring opportunities to increase use of recycled water & reduce water consumption across our sites, all our manufacturing plants are equipped with roof top rainwater harvesting system.

Havells was ranked 7th in the electrical equipment section globally in Dow Jones Sustainability Index (DJSI) Assessment. Havells has been consistently ranked in the top 10 global companies for ESG performance in the electrical sector for last four years, in addition to be featured in S&P Global Sustainability Yearbook. Havells has maintained its ‘A' rating in 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.

34. Research and Development

We continue to make good progress in R&D transformation with a focus on consumer centricity, critical technology ownership and Innovation leadership. During the financial year 2022-23, our R&D spending was Rs.163.18 crores, which is 0.97% of total revenue. The key areas for the spending continue to be on people competency, process maturity and infrastructure build-up to be a world-class R&D organization.

Our state-of-the-art Customer Experience and Design (CXD) studio forms the core of understanding the social, emotional and behavioural needs of customers through design thinking and co-creation methodologies, involving our dealers, business teams, industry thought leaders, potential customer groups and design houses around the globe. During the year, our CXD team enabled product innovations like unconventionally beautiful water heaters, LED Glamtubes and Havells studio Meditate air purifiers. All these product launches pushed the current boundaries of design providing consumers with a refreshing and aesthetically superior experience. Throughout the year, CXD won several prestigious and acclaimed products and UX design awards like the Golden pin product design award (for Freedom architectural light), the DIA Design intelligence award (for Freedom architectural light and Vogue Highbay), CII Design excellence award (for Lloyd Elante washing machine and Zella immersion rod), European product design award (for Meditate air purifier UX) and a very special India's Best In-house design studio award.

Our Bengaluru Innovation Centre housing Centers of Excellence (CoEs) on the Internet of Things (IoT)/ Smart Products, Software Engineering, Power Electronics and Engineering Design is leading the way for our transformation to an electronic goods company and more importantly, providing the technical leadership for many of the enabling technologies required for our product segments. The key highlights in this regard include inhouse design and development of electronic controllers/ drivers for ACs and LED lights; introduction of IoT-enabled products in AC, fans, water heaters, switches, air purifiers and lights categories; and in-house IoT platform enabling our Smart Products strategy accessed by in-house developed Havells Sync app. With Havells Studio Meditate air purifier, we introduced the first successful application of OTA (Over-The-Air updates) and predictive analytics in products. Our Bengaluru Innovation Center in a short span of time has grown to 115 members and a new floor of office and lab space is added to accommodate the expansion.

The R&D center at Noida forms the basis for Havells brand promise of quality and customer value proposition. Recently, working in collaboration with our Faridabad plant, our Electrical testing/ validation lab was granted accreditation from NABL (National accreditation board of Testing & Calibration Laboratories) - a unique achievement among peer FMEG groups and adding to the tally of our state-of-art labs. We made good progress in the journey of self-sufficiency and ownership of critical technologies with many more product lines in domestic appliances localized to reduce import dependence (like hair dryers, room heaters, hand blenders, toasters, etc.); in-house manufacturing of washing machines starting with semi-auto version; and own designed, developed and manufactured Havells studio Meditate air purifier that uses a technology adapted from Space stations. Our strategic push towards leadership in Industrial Switchgear products has started to deliver now - with the launch of our own designed, developed and manufactured Q-Tron range of circuit breakers. From the onset, the Q-Tron range is benchmarked with the global gold standards and is realized by the strong collaboration of our R&D, manufacturing and vendor ecosystem. Further, progressing our journey of digitizing product development, the use of digital twin and simulation methodologies are now being successfully deployed across most of our product categories augmenting the robustness of our designs.

Overall, we are promoting a culture and mindset of intellectual asset creation. During 2022-23, we applied 38 new patents and 213 new design registrations taking our cumulative tally to 150 and 985 respectively. Our journey of intellectual property protection has started to show results with Havells having a grant of 21 patents. As the disruption is becoming the new normal our strong resolute in R&D has helped to navigate many challenges like materials supply disruptions, cost escalations and changes in customer preferences. The wealth of knowledge and infrastructures that we have created over the last few years will stay with us and will continue to be a source of competitive advantage.

35. 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 Rs.65,22,372 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 2014-15 and Interim 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 26th August, 2022, also transmitted 18,006 Equity shares on account of Un-claimed Dividend for FY 201415 into the DEMAT Account of the IEPF Authority. These Equity Shares were the Shares of such 30 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2014-15 had been transferred into the IEPF and who had not encashed their dividends for 7 (Seven) years.

The Share Allotment and Transfer Committee, in its Meeting held on 20th March, 2023, also transmitted 8,447 Equity Shares of the Company 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 17 Shareholders whose unclaimed/ unpaid dividend pertaining to Financial Year 2015-16 (Interim) had been transferred into IEPF and who had not encashed their dividends for 7 (Seven) 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 Investor Relations Section on the website of the Company at https://havells.com/en/discover-havells/ investor-relation/unclaimed-dividend.html

With the transfer of abovesaid shares into IEPF, a total of 2,46,171 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.

36. Shares lying in unclaimed suspense account in electronic mode

As at 31st March, 2023, total 1,72,100 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, 57,000 Shares of Rs.1/- each were 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.

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 2023-24 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 - 7 and forms part of this Report.

39. Business Responsibility and Sustainability Report (BRSR)

As environmental, social and governance (ESG) issues become increasingly important for Companies, the way in which they report on these issues has also progressed. As the world becomes increasingly aware of the impact of business on society and the environment, the concept of ESG reporting warrants significant attention. Over the years Havells always believed in communicating its ESG performance in a transparent manner and in line with global standards to our stakeholders.

Last year i.e., FY 2021-22, we had published our First BRSR report of the Company ahead of the mandate. We are proud to publish our 2nd BRSR of the Company for the year 2022-23. The BRSR would follow the format detailed in the amendment to Regulation 34(2) (f) of SEBI LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and will form a part of this Integrated Annual Report. The BRSR for Financial Year 2022-23 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India. We have further enhanced our existing strong reporting structure and mechanisms to ensure we capture reliable and accurate data for the requirements of BRSR disclosures. We will from this year also get the key BRSR indicators (aligned with GRI standards) validated as part of our sustainability assurance framework. Havells strongly believes that resilient and inclusive growth is only possible on strong pillars of environmental and social responsibility balanced with good governance. The report is a testimony to our continuous efforts towards embracing and implementing balanced approach to ESG parameters in our business operations that are communicated to the stakeholders in addition to our annually published voluntary sustainability disclosures based on globally accepted Global Reporting Initiative (GRI) standards and six capitals-based Value Reporting Foundation's framework on Integrated Reporting that is available on our website at www.havells.com.

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.

40. Acknowledgements

The continued co-operation and support of its loyal customers has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, cooperation and support is helping us as a Company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in establishing the Havells brand. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

For and on behalf of
Board of Directors of Havells India Limited
Anil Rai Gupta
Noida, May 3, 2023 Chairman and Managing Director

   

Havells India Ltd Company Background

Anil Rai GuptaAnil Rai Gupta
Incorporation Year1983
Registered Office904 9th Floor Surya Kiran Bldg,Kasturba G Marg Connaught Plac
New Delhi,Delhi-110001
Telephone91-120-4771000,Managing Director
Fax91-120-4772000
Company SecretarySanjay Kumar Gupta
AuditorPrice Waterhouse & Co Chartered Accountants LLP
Face Value1
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarLink Intime India Pvt Ltd
Noble Heights 1st Fl,Plot NH 2 C-1 Block ,LSC Janakpuri ,New Delhi - 110058

Havells India Ltd Company Management

Director NameDirector DesignationYear
Anil Rai GuptaChairman & Managing Director2023
Surjit GuptaNon-Exec & Non-Independent Dir2023
Rajesh GuptaWhole time Director (Finance)2023
Sanjay Kumar GuptaCompany Sec. & Compli. Officer2023
T V Mohandas PaiNon-Exec & Non-Independent Dir2023
Puneet BhatiaNon-Exec & Non-Independent Dir2023
Ameet Kumar GuptaWhole-time Director2023
JALAJ ASHWIN DANINon-Exec. & Independent Dir.2023
U K SinhaNon-Exec. & Independent Dir.2023
Siddhartha PanditWhole-time Director2023
S S MundraNon-Exec. & Independent Dir.2023
B Prasada RaoNon-Exec. & Independent Dir.2023
Vivek MehraNon-Exec. & Independent Dir.2023
Namrata KaulNon-Exec. & Independent Dir.2023
Ashish Bharat RamNon-Exec. & Independent Dir.2023

Havells India Ltd Listing Information

Listing Information
BSE_500
BSE_CD
BSE_100
BSE_200
BSEDOLLEX
NIFTYJR
CNX500
CNX100
CNXCONSUMP
CNX200
BSECARBONE
NFT100EQWT
BSEALLCAP
BSELARGECA
GOODSSERVI
NFTQULTY30
SENSNEXT50
ESG100
LMI250
BSEDSI
BSE100LTMC
NFTYLM250
NFTY100ESG
NFTY200Q30
NFTYCD
NF500M5025

Havells India Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of ProductsNA00016694.74
Other Operating revenueNA000105.01
Sale of ServicesNA00068.63
Electric. Cons. Durables-TradeNA0000
Government Assistance for GSTNA0000
Lighting and Fixtures - TradedNA0000
Lloyd ConsumerNA0000
MiscellaneousNA0000
EWANo0000
Excise DutyNA0000
Export of ServicesNA0000
Job ChargesNA0000
Scrap MaterialsNA0000
Electrical Consumer DurablesNo0000
Export IncentivesNA0000
BathfittingsNo0000
Lighting FixtureNo0000
Switchgears-TradedNA0000
Industrial Switch gearsNo0000
SwitchgearNo0000
CablesKm0000
Household MetersNo0000
Other Traded GoodsNA0000
OthersNo0000

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