The Board of Directors of your Company (“Board”) is pleased to present the 39^th Annual Report of Honda India Power Products Limited (“The Company”) for the financial year ended March 31, 2024.

1. Financial Highlights

(Rs. in Lakhs!

Particulars	Year Ended
	March 31,	March 31,
	2024	2023
Revenue from Operations	98,907	1,24,629
Other Income	4,142	1,917
Profit before depreciation and exceptional items	13,997	15,368
Depreciation	2,022	2,078
Profit before exceptional items and tax	11,975	13,290
Profit before taxs	12,373	11,540
Tax Expenses	3,152	3,031
Profit after Tax	9,221	8,509
Other Comprehensive Income	(10)	(302)
Total Comprehensive Income for the year	9,211	8,207
Balance of profit brought forward	60,177	53,491
Dividend	1,674	1,521
Balance carried to Reserves	67,714	60,177

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the “Act”).

Results of Operations and the state of Company''s affairs

Your Company achieved aggregate revenue from operations of K 98,907 Lakhs in 2023-24 (as against K 1,24,629 Lakhs in 2022-23). This marks a reduction of 21% over the previous year. The Profit Before Tax & Exceptional item has reduced up by 10%.

To expand the foothold in emerging markets with latest technological products, the Company has recently launched a new product line of battery-operated handheld power equipment (DCHH). This is in addition to the measures taken to introduce new category of power products under ''HI '' range. The Companys hold the strong opinion that this expansion in the product range shall give it an entry to future markets and shall help the Company in a bigger way in the years to come.

Discussion on the performance and state of the Company’s affairs has been covered as part of the Management Discussion and Analysis which forms part of this Report and is annexed as Annexure-A.

2. Dividend

Your Directors at their meeting held on May 20, 2024 have recommended payment of dividend at the rate of K17.50 per equity share of the face value of K 10/- each ( 175%) for the year ended March 31, 2024. The dividend is subject to the approval of Members at the ensuing 39^th Annual General Meeting (AGM) of the Company.

Dividend pay-out shall be in accordance with the Company’s Dividend Distribution Policy and deduction of tax at source. Dividend shall be payable to those Shareholders whose names appear in the Register of Members as on the Record Date.

3. Dividend Distribution Policy

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations’), the Dividend Distribution Policy of the Company is available on the Company’s website at https://www.hondaindiapower.com/admin/ public/ uploads/ document/ zlB5zhwbQA.pdf

4. Share capital

During the year under review, there was no change in the share capital of the Company.

5. Depository System

As the members are aware, the Company’s shares are compulsorily tradable in electronic form. Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities in physical form, shall not be processed by the Company and all requests for transmission, transposition, issue of duplicate share certificate, replacement of securities certificate, endorsement, split of securities certificate and consolidation of securities certificates/folios need to be processed only in dematerialized form.

In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical form are advised to avail the facility of dematerialization from either of the Depositories.

The Company has availed a special contingency insurance policy towards the risks arising out of the requirements relating to issuance of duplicate securities.

In adherence to SEBI’s circular to enhance the due diligence for dematerialization of the physical shares, the Company has provided the static database of the shareholders holding shares in physical form to the depositories which would augment the integrity of its existing systems and enable the depositories to validate any dematerialization request.

6. Transfer of unclaimed dividend to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and Amendment Rules, 2017 notified by the Ministry of Corporate Affairs, the Company is required to transfer all shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more in the name of Investor Education and Protection Fund (IEPF) demat Account. Adhering to various requirements set out in the Rules, the Company has taken appropriate action for transferring the shares to the Demat Account opened by the IEPF Authority. The Company has also uploaded details of such Members whose shares are transferred to IEPF demat Account on its website at https://www.hondaindiapower. com/investors/dividend-and-iepf. The shares transferred to IEPF Suspense Account including all benefits accruing on such shares, if any, can be claimed by the Members from IEPF Authority, after following the procedure prescribed under the Rules.

Dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account are required to be transferred to IEPF established by the Central Government, pursuant to the provisions of Sections 124 and 125 of the Act. The details of unpaid dividend are uploaded on the website of the Company at https://www. hondaindiapower.com/investors/dividend-and-iepf. Members who have not claimed their dividend for last seven years are requested to write to the Company’s Registrar and Share Transfer Agents and claim their dividends. Year wise details of the unclaimed dividend has been disclosed in the Note No. 10 of the 39^th Annual General meeting notice. Members are requested to claim their dividends lying unclaimed with the Company.

7. Environment Protection and Safety

Your Company has a commitment to reduce CO₂ levels by 0.8% by the financial year 2024-25.

The Company has a dedicated full-term Safety & Environmental team to ensure the safety and environmental sustainability in all its operations. This is being done by regularly updating and upgrading the operation standards and environmental management systems to comply with the applicable legal/ regulatory obligations. This extends to the Company’s major suppliers also.

Your Company further strives to protect and preserve the environment by managing its operations and utilizing the resources using principles of sustainable development. Our products strictly meet the related regulatory and social norms. The health and safety management system of the Company covers all employees at all the locations. The Company has robust, well planned and dependable action plan for mitigation and elimination of any hazard, may it be natural or accidental. The Associates at our plant, Head Office and Branch Offices participate in safety meetings, suggestion schemes etc. to ensure safe and healthy working environment.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - B to this Report.

9. Occupational health and safety

The Company has a well-defined Health, Safety and Environment (HSE) policy and HSE management system with a robust monitoring plan to ensure the efficiency and effectiveness of the policy. This system is designed according to the ''Plan-Do-Check-Act'' cycle of continual improvement. This approach includes the undertaking of assessments of various risks, such as: workplace risks, fire risks, process safety, ergonomics machinery risk, occupational health risks and so on. Periodical audits are being carried out to monitor the Company’s HSE performance and compliance as per regulatory requirements.

10. Annual Return

Pursuant to Section 92(3) of the Act, Annual Return for previous Financial Years and draft Annual Return for the Financial Year 202324, to be filed with the Registrar of Companies (''ROC’), Ministry

of Corporate Affairs, pursuant to Rule 12 (1) of the Companies

(Management and Administration) Rules, 2014 is available on website of the Company at https://www.hondaindiapower.com/investors/ Annual%20Return.

11. Details of Board and Committee Meetings

The Directors take active part in the deliberations at the Board and Committee Meetings by providing valuable guidance & advice to the Management on various aspects of business, policy direction, governance, compliance, etc. This way the Board of Directors play a critical role in decision making on strategic issues.

The Board met four times during the year, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI (LODR) Regulations, 2015 and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI. During the year under review, the Board accepted all the recommendations of the Audit Committee. Details of all the Committees of the Board have been given in the Corporate Governance Report that forms part of this Annual Report.

12. Managing the Risks of Fraud, Corruption and Unethical Business Practices

Your Company has a Whistle Blower Policy that provides a formal vigil mechanism for all Stakeholders to report genuine concerns about the unethical behavior, actual or suspected frauds or violation of the Company’s Code of Conduct or Ethics Policy. The Policy is in line with the Company’s Code of Conduct, Vision and Values and forms part of good Corporate Governance. The said mechanism also provides for escalation of the issues to the Chairman of the Audit Committee in exceptional cases. The policy has in built safeguards against victimization of the whistle blower.

The Whistle Blower Policy has been uploaded on the Company’s website at https://www.hondaindiapower.com/admin/public/uploads/document/ fE65sfbg4p.pdf .

13. Risk Management

Your Company is operating in a dynamic , uncertain and complex environment. To manage the risks during all stages of its operations and with a view to create long-term stakeholders’ value, and protect Company’s assets, a robust risk management framework, keeping in view the size of the Company has been established. This framework is in compliance with regulations and industry best-practices. The purpose of our risk management framework is to ensure accountability and competence for managing risks across the organization. It also lays down activities for risk identification, monitoring, review, control and risk prioritization, along with development of a risk response plan.

Risk Management Policy of the Company may be accessed at Company’s website at https://www.hondaindiapower.com/admin/public/uploads/ document7rghiGWR896.pdf .

14. Directors'' Responsibility Statement

Pursuant to the requirement of Clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31,2024 the applicable Accounting Standards have been followed and there are no material departures;

(b) the Directors have 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 and Profit and Loss of the Company as at March 31,2024;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and

(g) the Company has complied with the Secretarial Standard-1 (Meetings of Board of Directors) and Secretarial Standard-2 (General Meeting) issued and amended, from time to time, by the Institute of Company Secretaries of India.

15. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The Company has not made any investments or given loan or provided guarantee/security during the year under review in terms of Section 186 of the Companies Act, 2013.

16. Statutory Compliance

The Company has adequate systems and processes in place to comply with all applicable laws and regulations, pay applicable taxes on time and ensures statutory CSR spend.

17. MSME

The Company has registered itself on Trade Receivables Discounting System platform (TReDS) and complies with the requirement of submitting the required returns within the prescribed timelines.

18. Auditors

i) Statutory Auditors

Pursuant to provisions of Section 139 of the Act and Rules thereunder, M/s.

B S R & Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/ W-100022) were appointed as Statutory Auditors of the Company for a term of 5 (five) years to hold office till the conclusion of the 42^nd Annual General Meeting of the Company. A certificate from Statutory Auditors has been received to the effect that their appointment as Statutory Auditors of the Company, continues to be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under. The Auditors’ Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2023-24.

II) Cost Auditors

As per Section 148 of the Companies Act , 2013 read with Companies (Cost Records and Audit) Rules 2014, M/s Rakesh Singh & Co., Cost Accountants, have been re-appointed as Cost Auditors for the financial year 2024-25 to conduct cost audit of the accounts maintained by the Company. under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by Members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

III) Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 204 of the Act, M/s Saryu Munjal & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure -C to this report. There are no qualifications or adverse remarks of the Secretarial Auditors in the Report issued by them for the Financial Year 2023-24 which calls for any explanation from the Board of Directors.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended, and the Board of Directors appointed M/s. Saryu Munjal & Associates, Company Secretaries (Registration No.: S2020HR754900) as the Secretarial Auditor of the Company for the financial year ending March 31, 2025. The Company has received its written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

During the year under review, neither the statutory auditors nor the secretarial auditor has reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report in terms of Section 143 (12) of the Companies Act, 2013.

19. Related Party Transactions

The Company has a process in place to periodically review and monitor Related Party Transactions.

All related party transactions entered during FY 2023-24 were in the ordinary course of business and at arm’s length. The Audit Committee has approved the related party transactions for the FY 2023-24 and the estimated related party/material related party transactions for FY 2024-25 & 2025-26.

The Company is seeking approval for certain material related party transactions at the ensuing AGM. Shareholders are requested to refer to the AGM notice for details of the proposed material related party transactions.

Your Company’s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company’s website at https:// www. hondaindiapower.com/ admin/public/ uploads/ document/ t398j8kCjn.pdf.

20. Adequacy of Internal Control over Financial Reporting

The Company has laid down a well-defined internal financial control (IFC) system developed with a view to review and control the adequacy

and effectiveness of management policies, processes and procedures. For the year ended March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of business operation and is operating effectively and no material weakness exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have material effect on the Company’s operations.

IFC are governed by documented policies, guidelines and procedures and further strengthened by an extensive programme of internal audits by third parties, review by management and the Audit Committee.

21. Corporate Social Responsibility initiatives

In line with our core theme and vision to build ''sustainable and inclusive communities’ the Company, during the period under review focussed on following two key flagship CSR programs:

• Infrastructure and soft skills development in schools in local area of the Company.

• Overall sustainability and progression in local villages by reviving ponds and developing green zones.

A brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken on CSR activities during the Financial Year ended March 31, 2024, is given in Annexure D, forming part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Composition of CSR Committee details are given in the Corporate Governance Report that forms part of this Annual Report.

The CSR Policy may be accessed on the Company’s website at the link https://www.hondaindiapower.com/admin/public/uploads/document/ FA8tCPYKwf.pdf .

The Chief Financial Officer of the Company has certified that CSR funds so disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board.

22. Criteria for appointment of Directors and remuneration to be paid to Directors, Key Managerial Personnel and other employees.

The Company has in place policies on ''Criteria for Appointment of Directors’ and ''Remuneration for Directors, KMPs and all other employees of the Company’.

The policies suggest the Directors to be of high integrity with relevant expertise and experience so as to have a diverse and informed Board. In addition, these Policies further lay down the positive attributes/ criteria which the Nomination and Remuneration Committee take into consideration while recommending the candidature for the appointment as Director on the Board.

These policies may be accessed on the Company’s website at the link https://www.hondaindiapower.com/admin/public/uploads/ document70sH46gypAl.pdf .

23. Declaration of Independence

The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149(6) of the Act.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency and expertise and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, (''IICA’) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

24. Directors and Key Managerial Personnel (KMP)

i) Cessation of Directors

1. Mr. Manoj Arora, on account of completion of his tenure, retired as an Independent Director on the Board of the Company with effect from close of business hours on February 29,2024.

2. Mr. Noboru Sube on successful completion of his assignment in the Company and further to his subsequent re-location to some other country, has resigned from the Board of Directors of the Company with effect from close of business hours on February 29, 2024.

The Board placed on record its appreciation for the assistance and guidance provided by Mr. Manoj Arora and Mr. Noboru Sube during their tenure as the Members of the Board of Director of the Company. Their association was immensely valuable to build and drive resilient growth and performance of the Company.

ii) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and applicable Regulations issued by the SEBI, Mr. Vinay Mittal (DIN 05242535), Whole Time Director of the Company will retire by rotation at the forthcoming AGM and being eligible, offers himself for re- appointment. The Board recommends his re-appointment.

Necessary resolution for the re-appointment of Mr. Mittal and disclosure in terms of the Secretarial Standard 2, the SEBI (LODR) Regulations, 2015, are given in the Notice convening the AGM.

As per the confirmations received from Mr. Mittal, he is not disqualified to be appointed as Director as specified in Section 164(2) (a) and (b) of the Companies Act, 2013.

iii) Appointment of Directors

The Board of Directors on recommendation of the Nomination and Remuneration Committee approved and recommended appointment of following Directors on the Board of the Company :

1. Mr. Nitin Savara (DIN 09398370 ) as an Independent Director

2. Mr. Akihiro Sakurai (DIN 10570035 ) as the Whole Time Director

The shareholders of the Company approved the above resolutions on March 31, 2024 and May 22, 2024 respectively.

Voting results of the resolution approved March 31, 2024 are available on the website of the Company.

Where as Results of voting on the resolutions approved on shall be updated on the website of the Company and on the Stock Exchange by May 22, 2024.

iv) Revision in remuneration of Whole Time Directors

The Board of Directors, based on the annual performance evaluation, professional background, experience and over all engagement of Mr. Vinay Mittal with the Company and in line with the Remuneration Policy of the Company and the recommendation made by the Nomination and Remuneration Committee of the Board, reviewed and approved the revision in remuneration of Mr. Mittal (DIN:05242535), Whole Time Director of the Company from April 01, 2024, to March 31, 2025 (both days inclusive).

The said remuneration has been proposed, through postal ballot, to Members on April 23, 2024 for their approval.

Voting results shall be updated on the website of the Company and on the Stock Exchange by May 24, 2024.

25. Board/Directors'' Evaluation

In line with the evaluation criteria defined by the Nomination and Remuneration Committee (NRC), the annual performance evaluation of the Board, its Committee and Directors, including Independent

Directors was carried out. All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual Directors, CMD and President & CEO.

The evaluation process focused on various aspects of the Board and Committees’ functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties, obligations, governance and transparency. A separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and exercise of independent judgment.

The Independent Directors met on November 10, 2023, to review performance evaluation of Non-Independent Directors and the Board of Directors as a whole and also of the Chairman.

26. Directors and Officers Insurance (''D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken insurance for all its Directors and Members of the Senior Management.

27. Familiarization program imparted to Independent Directors

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, regulatory changes etc. and opinions and suggestions from the Directors are sought accordingly.

Upon appointment, Independent Directors and Executive Directors are issued letters of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The induction process for Non-Executive Directors and Independent Directors includes interactive sessions with the management, business and functional heads, visits to plant etc. Details of familiarization program imparted to the Independent Directors are updated at https://www. hondaindiapower.com/investors/Familiarization%20Programme.

28. Board diversity

The Company recognizes the importance of a diverse board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, that will help us retain our competitive advantage.

29. Explanations or comments on qualifications, reservations or adverse remarks made by the Auditors in their reports.

The Report of the Auditors on the Financial Statements of the Company is part of the Annual Report. The report is not qualified.

30. Other Disclosures:

During the year under review, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend, voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme; (d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; (g) instance of one-time settlement with any bank or financial institution; (h) buy-back of its own securities and (i) issue of bonus shares .

31. Corporate Governance

The Company has a legacy of ethical governance practices and is committed to implementing sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value. A Report on Corporate Governance is annexed as Annexure-E and forms part of the Board & Report.

The Auditor’s Certificate certifying the Company’s compliance as

stipulated under Schedule V of the SEBI (LODR) Regulations, 2015 is annexed as Annexure-I to the Board Report.

32. Business Responsibility and Sustainability Report

The ''Business Responsibility and Sustainability Report'' (BRSR) of your Company for the Financial Year ended March 31, 2024, as required under Regulation 34(2)(f) of the SEBI (LODR), Regulations 2015 is annexed at Annexure - J and forms part of this Annual Report. Your Company continues to execute strong ESG proposition by working with all relevant stakeholders as well as in its own operations.

33. Sexual Harassment of Women at Workplace

Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company has an appropriate policy to prevent sexual harassment at work places and provide clarity around the process. An Internal Committee in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is in place. Regular Training sessions are organized to make associates aware of the policy and to avoid occurrence of such incidences in the Company. During the year there was no complaint of sexual harassment that was reported.

34. a. Code of Conduct and Ethics

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company’s business ethically with responsibility, integrity, fairness & transparency. The framework sets out a guiding policy for concerned person’s conduct in dealing with/ for the Company, fellow Directors and Employees. This Code is available on the Company’s website and can be accessed by link: https://www.hondaindiapower.com/admin/ public/uploads/document/852tcJ8g4n.pdf. A declaration signed by CMD and President & CEO of the Company with regard to the compliance with the Code by the Members of the Board and Senior Executives is annexed as Annexure-G and forms part hereof.

b. Code of Conduct on Insider Trading

The Company has a comprehensive Code of Conduct in compliance with the SEBI Regulations on the prevention of Insider Trading. The Code lays down guidelines, which advise on procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautions on the consequences of non-compliance.

The Company periodically organizes training sessions for its employees on dealing with Compliance insider trading laws.

35. Respecting Human Rights

The Company has adopted a Human Rights Policy backed by the Code of Conduct, diversity policy and various other policies. The Company promotes respect for Human Rights through these policies and their adaptability in day-to-day operations. The Company has also in place a structured investigation process overseen by the Business Ethics Proposal Line (BEPL) and Business Ethics Committee.

36. Secretarial Standards

During the Financial Year, your Company has complied with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

37. Proceedings under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

During the financial year, 2023-24 neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Compliance Management

Your Company is a fully compliant organization. To continually ensure this, a Compliance Management System comprising of early warnings and escalation matrix is being used to track compliances with the applicable laws and regulations. A Report on compliances with the applicable laws/ rules/regulations is submitted to the Board on a quarterly basis.

39. Particulars of Employees

Particulars on Remuneration Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure-K forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said Statement is also open for inspection at the Registered Office of the Company, up to the date of the ensuing AGM. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

40. Material changes and commitments affecting the financial position of the Company after March 31, 2024

There were no material changes and commitments affecting the financial position of the Company after March 31, 2024.

Acknowledgements

The Board of Directors wishes to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks, government and regulatory authorities, stock exchanges, customers, vendors and Members during the year under review.

On behalf of the Board, for Honda India Power Products Limited,

Sd/-

Shigeki Iwama CMD and President & CEO (DIN 10075458)