Meeting Details

This is a postal ballot process without a physical meeting. The e-voting period commences from 1st August, 2026, Saturday at 08:30 A.M. (IST) and ends on 30th August, 2026, Sunday at 05:00 P.M. (IST).

Proposed Resolutions and Implications

The notice contains two special resolutions:

Item No. 1: Appointment of Shri Ashish Dhawan (DIN: 00015111)

  • Appointment as Independent Director for a first term of five years effective from 19th June 2026
  • Not liable to retire by rotation
  • Founder and CEO of The Convergence Foundation, Founding Chairperson of Ashoka University and Central Square Foundation
  • Serves on governing board of Gates Foundation and India Advisory Board of Harvard University
  • Former founder of ChrysCapital private equity firm
  • Education: Bachelor of Science and Bachelor of Arts from Yale University, MBA from Harvard Business School

Item No. 2: Appointment of Ms Shanti Ekambaram (DIN: 00004889)

  • Appointment as Independent Director for a first term of five years effective from 19th June 2026
  • Not liable to retire by rotation
  • 39 years of financial services experience, including 35-year tenure at Kotak Mahindra Bank
  • Former Deputy Managing Director and Whole-time Director at Kotak Mahindra Bank (2022-2025)
  • Former CEO of Kotak Mahindra Capital Company (1997-2003)
  • Currently serves on boards of Kotak Mahindra Capital Company, Kotak Securities, and Indian Institute of Management, Bangalore
  • Qualifications: Chartered Accountant and Cost Accountant
  • Ranked No. 1 on Candere Hurun India Women Leaders List 2025

Voting Process and Methods

The voting is restricted to e-voting only through NSDL's platform. The company has engaged National Securities Depository Limited (NSDL) to provide e-voting facilities. Members can vote through:

  • NSDL demat account login
  • CDSL demat account login
  • Physical shareholders through EVEN number and folio number

The cut-off date for determining voting eligibility is 24th July 2026.

Key Voting Outcomes and Scrutinizer Details

The Scrutinizer appointed for the process is Ms. Balika Sharma, Practicing Company Secretary (Membership No. FCS 4816, COP No. 3222). The scrutinizer will prepare a report of votes cast in favor or against and submit it to the Chairman and Managing Director. Results will be announced not later than 2 working days after the e-voting period concludes on 30th August 2026. The results will be placed on the company website www.havells.com and NSDL website, and forwarded to stock exchanges.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Section 110 and 108 of Companies Act, 2013
  • Rule 20 and 22 of Companies (Management and Administration) Rules, 2014
  • MCA Circulars including General Circular Nos. 14/2020, 17/2020, and latest Circular No. 03/2025 dated 22nd September 2025
  • Regulation 44 of SEBI Listing Regulations
  • SEBI Circular on e-voting dated December 9, 2020
  • Secretarial Standards issued by ICSI

Signatories and Company Information

Company Details:

  • Corporate Office: QRG Towers, 2D, Sector - 126, Expressway, Noida (U.P.) - 201304
  • NSE Symbol: HAVELLS

Additional Financial and Legal Information

CSR Grant Disclosure:

  • The company entered into a CSR Grant Agreement with International Foundation for Research and Education (IFRE)
  • Commitment of ₹250 crores over ten years, maximum ₹30 crores per financial year
  • Disbursed ₹20 crores each during FY 2024-25 and FY 2025-26
  • Ashish Dhawan serves as Director on IFRE board
  • This relationship will be treated as related party transactions going forward

Director Compensation:

  • Both directors will receive sitting fees for board/committee meetings
  • Entitled to reimbursement of expenses for meeting attendance
  • May receive commission not exceeding 1% of net profits as per Section 198 of Companies Act

Voting Rights:

  • Voting rights proportional to paid-up equity share capital as on 24th July 2026
  • Members holding shares in physical form must update email IDs with RTA: MUFG Intime India Private Limited

The document is available on company website www.havells.com under Investor Relations → Notice and Communications, and on stock exchange websites www.bseindia.com and www.nseindia.com.