Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Havells India Limited

Meeting Details

  • Date: Friday, 19th June 2026
  • Time: 2:00 p.m. to 2:40 p.m. (IST)
  • Location: Conducted through Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Type: 43rd Annual General Meeting
  • Cut-off Date: 12th June 2026
  • Total Shareholders: 3,09,726

Attendance

  • Shareholders present through VC: Promoters and Promoter Group: 3, Public: 98
  • Directors Present:
  • Shri Anil Rai Gupta (Chairman and Managing Director)
  • Shri Surjit Kumar Gupta (Non-Independent Director)
  • Shri Ameet Kumar Gupta (Whole-time Director)
  • Shri Rajesh Kumar Gupta (Whole-time Director & Group CFO)
  • Shri B P Rao (Independent Director, Chairman of Audit Committee)
  • Smt Namrata Kaul (Independent Director, Chairman of Stakeholders Relationship/Grievance Redressal Committee, Chairman of Corporate Social Responsibility & Environmental, Social and Governance Committee)
  • Shri Subhash S Mundra (Independent Director, Chairman of Enterprises Risk Management Committee)
  • Shri Ashish Bharat Ram (Independent Director, Chairman of Nomination and Remuneration Committee)
  • Shri U K Sinha (Independent Director)
  • Shri Jalaj Ashwin Dani (Independent Director)
  • Shri Varun Berry (Independent Director)
  • Shri T V Mohandas Pai (Non-Independent Director)
  • Shri Puneet Bhatia (Non-Independent Director)
  • Shri Siddhartha Pandit (Wholetime Director)

Voting Process

  • Remote e-voting period: 16th June 2026 (8:30 a.m.) to 18th June 2026 (5:00 p.m.)
  • E-voting during AGM: Available for shareholders who had not voted remotely
  • Scrutinizer: M/s Balika Sharma & Associates, Practicing Company Secretaries (Membership No. FCS 4816, CP No. 3222)
  • Voting platform: National Securities Depository Limited (NSDL)
  • Advertisement published: Economic Times (English) and Jansatta (Hindi) on 21st May 2026

Resolution Summary and Voting Outcomes

All 16 resolutions were passed with requisite majority. The total number of equity shares outstanding was 627,561,652 of Re. 1/- each.

Ordinary Business

1. Adoption of Financial Statements and Reports

  • Votes in favour: 573,220,671 (99.975%)
  • Votes against: 144,957 (0.025%)
  • Total votes polled: 573,365,628 (91.364% of outstanding shares)

2. Confirmation of Interim Dividend of ₹4.00 per share

  • Votes in favour: 573,444,080 (99.999%)
  • Votes against: 169 (0.001%)
  • Total votes polled: 573,444,249 (91.3766% of outstanding shares)

3. Declaration of Final Dividend of ₹6.00 per share

  • Votes in favour: 573,444,100 (99.999%)
  • Votes against: 149 (0.001%)
  • Total votes polled: 573,444,249 (91.3766% of outstanding shares)

4. Re-appointment of Shri Rajesh Kumar Gupta (DIN: 00002842)

  • Votes in favour: 536,145,367 (93.498%)
  • Votes against: 37,284,864 (6.502%)
  • Total votes polled: 573,430,231 (91.3743% of outstanding shares)

5. Re-appointment of Shri T.V. Mohandas Pai (DIN: 00042167)

  • Votes in favour: 542,422,839 (94.593%)
  • Votes against: 31,007,392 (5.407%)
  • Total votes polled: 573,430,231 (91.3743% of outstanding shares)

6. Re-appointment of Shri Puneet Bhatia (DIN: 00143973)

  • Votes in favour: 538,051,148 (93.830%)
  • Votes against: 35,378,913 (6.170%)
  • Total votes polled: 573,430,061 (91.3743% of outstanding shares)

7. Re-appointment of M/s Price Waterhouse & Co as Statutory Auditors

  • Votes in favour: 573,414,811 (99.997%)
  • Votes against: 15,250 (0.003%)
  • Total votes polled: 573,430,061 (91.3743% of outstanding shares)

8. Ratification of Cost Auditors' Remuneration

  • Votes in favour: 573,422,452 (99.999%)
  • Votes against: 7,609 (0.001%)
  • Total votes polled: 573,430,061 (91.3743% of outstanding shares)

9. Re-appointment of Shri T.V. Mohandas Pai for 5 years

  • Votes in favour: 537,748,948 (93.778%)
  • Votes against: 35,681,108 (6.222%)
  • Total votes polled: 573,430,056 (91.3743% of outstanding shares)

10. Re-appointment of Shri Puneet Bhatia for 5 years

  • Votes in favour: 533,259,405 (92.995%)
  • Votes against: 40,170,656 (7.005%)
  • Total votes polled: 573,430,061 (91.3743% of outstanding shares)
Special Business

11. Re-appointment of Smt Namrata Kaul (DIN: 00994532) as Independent Director

  • Votes in favour: 490,134,739 (85.474%)
  • Votes against: 83,295,322 (14.526%)
  • Total votes polled: 573,430,061 (91.3743% of outstanding shares)

12. Re-appointment of Shri Ashish Bharat Ram (DIN: 00671567) as Independent Director

  • Votes in favour: 490,429,049 (85.526%)
  • Votes against: 83,000,983 (14.474%)
  • Total votes polled: 573,430,032 (91.3743% of outstanding shares)

13. Appointment of Shri Varun Berry (DIN: 05208062) as Independent Director

  • Votes in favour: 572,886,492 (99.906%)
  • Votes against: 538,692 (0.094%)
  • Total votes polled: 573,425,184 (91.3735% of outstanding shares)

14. Approval of Havells Employees Stock Purchase Scheme 2026

  • Votes in favour: 570,432,432 (99.477%)
  • Votes against: 2,997,550 (0.523%)
  • Total votes polled: 573,429,982 (91.3743% of outstanding shares)

15. Authorization for Havells Employees Welfare Trust to Subscribe to Shares

  • Votes in favour: 571,169,884 (99.606%)
  • Votes against: 2,260,318 (0.394%)
  • Total votes polled: 573,430,202 (91.3743% of outstanding shares)

16. Provisioning of Money by Company to Havells Employees Welfare Trust

  • Votes in favour: 571,169,816 (99.606%)
  • Votes against: 2,260,386 (0.394%)
  • Total votes polled: 573,430,202 (91.3743% of outstanding shares)

Category-wise Voting Breakdown

Detailed category-wise voting data was provided for each resolution, showing votes from:

  • Promoter and Promoter Group: 372,457,920 shares (100% participation in all resolutions)
  • Public Institutions: 214,678,016 shares (92.39-92.42% participation)
  • Public Non-Institutions: 40,425,716 shares (6.33-6.34% participation)

Scrutinizer's Role and Findings

M/s Balika Sharma & Associates was appointed as scrutinizer to conduct the remote e-voting process and e-voting during the AGM in a fair and transparent manner. The scrutinizer:

  • Verified the voting process conducted through NSDL
  • Compiled votes from both remote e-voting and e-voting during AGM
  • Certified that all 16 resolutions were passed with requisite majority
  • Maintained custody of all voting records until minutes are approved

Compliance Statement

The company confirmed compliance with all applicable provisions of:

  • Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022, December 28, 2022, September 25, 2023, September 19, 2024, and September 22, 2025
  • SEBI Circular dated October 3, 2024