Honda India Power Products Ltd Directors Report

To the Members,

The Board of Directors of your Company ("Board") is pleased to present the 40th Annual Report of Honda India Power Products Limited ("Company") for the financial year ended March 31, 2025.

1. Financial Highlights

	Year Ended
Particulars	March 31, 2025	March 31,2024
Revenue from Operations	79,423	98,907
Other Income	4,228	4,142
Profit before tax	10,770	12,373
Tax Expenses	2,776	3,152
Profit after Tax	7,994	9,221
Other Comprehensive Income	(63)	(10)
Total Comprehensive Income for the year	7,931	9,211

Results of Operations and the state of Companys affairs

Your Company achieved aggregate revenue from operations of Rs. 79,423 Lakhs in 2024-25 (as against Rs. 98,907 Lakhs in 2023-24). This marks a reduction of 20% over the previous year. The Profit Before Tax has reduced by 13%.

To expand its product line, the Company has recently launched battery-operated handheld power equipment (DCHH) and new category of power products under the brand HI+. The Company believes that this shall give it an edge in the market among other competitors by having a very broad range of Power Products suiting to every segment of the customers.

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

Dividend Interim Dividend

The Board of Directors, at its meeting held on February 10, 2025, declared an interim (special) dividend of Rs. 10/- (Rupees ten only) i.e. (100%) on Equity Shares of face value of Rs. 10/- each fully paid up for the FY 2024-25.

Final Dividend

Your Directors are pleased to propose a final dividend at the rate of Rs. 21.50 (Rupees Twenty-One and Fifty paisa only) per equity share of the face value of Rs. 10/- each (215%), for financial year ended March 31, 2025. Dividend pay-out has been determined in accordance with the Companys dividend distribution policy. Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and the deduction of tax at source 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 Companys website at

https://www.hondaindiapower.com/admin/public/uploads/document/h4N92dvHS0.pdf

4. Share capital

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

5. Depository System

As per SEBI Listing Regulations, all Company shares are compulsorily tradable in electronic form. Accordingly, the Company will no longer process requests for transfer of securities in physical form. Requests for transmission, transposition, duplicate share certificates, split, and consolidation must be made in dematerialized form only. In such cases, the Company will issue a Letter of Confirmation, which should be submitted to your Depository Participant (DP) to credit the securities electronically. To benefit from the advantages of the Depository system and to mitigate the risk of fraud, shareholders holding physical shares are encouraged to convert them to demat form through either of the Depositories.

The Company has secured a special contingency insurance policy that provides for risk associated with the issuance of duplicate share certificates and claims related to IEPF.

In line with SEBIs directive to strengthen due diligence for dematerialization, the Company has provided a static database of shareholders holding physical shares to the Depositories, enhancing system integrity and facilitating the validation of dematerialization requests.

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

In accordance with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, and Amendments Rules, 2017, the Company is required to transfer shares on which dividends have remained unpaid or unclaimed for seven consecutive years or more to the Investor Education and Protection Fund (IEPF) Suspense Account. The Company has duly transferred such shares to the Demat Account of the IEPF Authority and uploaded the relevant details on our website: https://www.hondaindiapower.com/investors/dividend-and-iepf. Members can claim these shares and any accrued benefits from the IEPF Authority by following the prescribed procedure. Additionally, dividends unpaid for seven years from the date of transfer to the unpaid dividend account are also required to be transferred to the IEPF, as per Sections 124 and 125 of the Companies Act. Details of such unclaimed dividends are available on our website:

https://www.hondaindiapower.com/investors/dividend-and-iepf. Shareholders who have not claimed their dividends for the past seven years are requested to contact the Companys Registrar and Share Transfer Agent to claim them.

During the year, 100 jointly held shares belonging to two shareholders were transferred to the unclaimed suspense account. There were no shares lying unclaimed at the beginning of the year.

7. Environment Protection and Safety

Your Company is committed to further reducing CO2 emissions by 3% during financial year 2025-26. This goal is supported by a dedicated Safety & Environmental team that oversees the implementation of robust environmental sustainability practices across all operations. We continuously update our operational standards and environmental management systems to meet the targets, extending these practices to our major suppliers and service providers as well.

We actively promote sustainable development by managing resources efficiently and ensuring our products comply with all relevant regulatory standards. Our comprehensive health and safety management system covers and takes care of all employees across the Company.

Through regular safety meetings, suggestion schemes, and proactive participation from our Associates, we foster a culture of safety and environmental responsibility, ensuring a secure and healthy working environment for all stakeholders.

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 established a comprehensive Health, Safety, and Environment (HSE) policy supported by regular awareness programmes, HSE management system and a strong monitoring framework to ensure its effectiveness. Our approach follows the Plan-Do-Check-Act cycle, driving continuous improvement across all operations. The policy is available on website of the Company at:

https://www.hondaindiapower.com/admin/public/uploads/document/s25R4zrdv5.pdf

The HSE management system encompasses risk assessments in key areas, including workplace safety, fire hazards, process safety, machinery risks, and occupational health. Regular audits are conducted to evaluate the Companys HSE performance and ensure compliance with all regulatory requirements, reinforcing our commitment to a safe and sustainable work environment.

10. Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 (the Act) Annual Return for previous Financial Years and draft Annual Return for the Financial Year 2024-25, 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 actively participate in Board and Committee Meetings, offering valuable guidance and advice to the Management on key business areas, including policy direction, governance, and compliance. This proactive involvement ensures the Board plays a crucial role in strategic decision-making.

During the year, the Board met six times, with the intervals between meetings complying with the timelines prescribed under the Companies Act, SEBI Listing Regulations, and relevant Circulars from the Ministry of Corporate Affairs and SEBI. The Board has consistently accepted all recommendations of the Audit Committee during the year under review.

For detailed information on the Boards Committees, please refer to the Corporate Governance Report included in this Annual Report.

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

Your Company is committed to upholding the highest standards of integrity, transparency, and accountability in all its operations. To support this commitment, the Company has established a comprehensive Whistle Blower Policy, which serves as a formal vigil mechanism for all stakeholders, including employees, suppliers, customers, and other relevant parties.

This Policy enables stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct, or any other misconduct. It reflects the Companys strong stance against any form of wrongdoing and reinforces our dedication to good corporate governance.

The Whistle Blower Mechanism is designed to ensure that concerns are addressed effectively and confidentially. In exceptional cases where the issue requires higher-level intervention, the Policy provides for escalation directly to the Chairman of the Audit Committee, ensuring that serious concerns receive the attention they deserve.

To safeguard the integrity of the reporting process, the Policy incorporates sufficient protection against victimization of whistleblowers.

For detailed information, the Whistle Blower Policy is available on the Companys website at:

https://www.hondaindiapower.com/admin/public/uploads/document/fE65sfbg4p.pdf .

13. Risk Management

Operating in a dynamic, uncertain, and complex environment, your Company recognizes the critical importance of effective risk management to safeguard its assets, ensure business continuity, and create long-term value for stakeholders. To address these challenges, the Company has established a robust Risk Management Framework tailored to its size and operational complexity.

This framework is designed in compliance with regulatory requirements and aligns with industry best practices, reflecting our proactive approach to risk management. The primary objective is to foster a culture of accountability and competence across the organization, ensuring that risks are identified, assessed, and managed effectively at all levels.

The Risk Management Framework encompasses key activities, including:

• Risk Identification: Systematic identification of potential risks across all business functions.

• Risk Assessment and Prioritization: Evaluation of risks based on their impact and likelihood to prioritize management efforts.

• Risk Monitoring and Review: Continuous monitoring of identified risks and periodic reviews to adapt to changing circumstances.

• Risk Control: Implementation of measures to mitigate or eliminate risks, ensuring they remain within acceptable limits.

• Risk Response Planning: Development of strategic response plans to address high-priority risks effectively.

This comprehensive approach enables the Company to manage risks proactively, minimizing their potential impact and enhancing decision-making processes.

For more details, the Companys Risk Management Policy is available on our website at:

https://www.hondaindiapower.com/admin/public/uploads/document/rghiGWR896.pdf .

14. Directors Responsibility Statement

Pursuant to the requirement of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge & belief, confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025 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, 2025;

(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

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.

Further, the Company has not availed any loan from any Bank or Financial Institutions which requires explanation in term of Rule 8 of Companies (Accounts) Rules, 2014

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

In accordance with the provisions of Section 139 of the Companies Act, 2013, and the Rules made thereunder, M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed as the Statutory Auditors of the Company for a term of five (5) years. Their appointment is effective until the conclusion of the 42nd Annual General Meeting of the Company.

The statutory auditors have confirmed that they are not disqualified to continue as Statutory Auditors of the Company.

As required under the SEBI Listing Regulations, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Statutory Auditors Report

The Statutory Auditors Report on the accounts of the Company for the financial year ended March 31, 2025, is self-explanatory and does not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their report for FY 2024-25. Report on Frauds, if any

During the year under review, no incidence of any fraud has occurred against the Company by its officers or employees. Neither the Audit Committee nor the Board of the Company has received any report involving any fraud, from the Statutory Auditors of the Company. As such, there is nothing to report by the Board, as required under Section 134 (3) (ca) of the Companies Act, 2013.

ii) Internal Auditors

To have a proper and efficient internal audit system, the Company has a rotation policy for Internal Auditors. The current Internal Auditors have been rotated after a period of 5 years & M/s Deloitte Touche Tohmatsu India LLP has been appointed as Internal Auditors of the Company for the financial year 2025-26. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

iii) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, M/s Rakesh Singh & Co., Cost Accountants have been reappointed as the Cost Auditors of the Company for the financial year 2025-26. They will conduct the cost audit of the Companys accounts in compliance with the applicable Cost Audit Rules.

The remuneration of the Cost Auditors has been approved by the Board of Directors based on the recommendation of the Audit Committee. The necessary resolution seeking ratification of the remuneration of the Cost Auditors by the Members of the Company has been included in the Notice of the ensuing Annual General Meeting (AGM).

The Cost Auditors have provided a certificate confirming that their appointment is within the limits specified under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualified from appointment under the said Act.

iv) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s Saryu Munjal & Associates to undertake the Secretarial Audit of the Company for the financial year 2024

25. The Secretarial Audit Report for the financial year 202425 is annexed to this Report as Annexure-C M/s TVA & Co. LLP, Company Secretaries, (LLPIN: AAE -9329), is proposed to be appointed, on the basis of recommendation of Board of Directors, as the Secretarial Auditors of the Company from the Financial year 2025-26 to Financial year 2029-30 pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to the approval of shareholder of the Company at the ensuing AGM. Written consent of the Secretarial Auditors and confirmation to the effect that they are eligible and not disqualified to be appointed as the Secretarial Auditors of the Company in terms of the provisions of the Listing Regulations, Companies Act, 2013 and the rules made thereunder, has been obtained.

19. Related Party Transactions

The Company has established a proper process to periodically review and monitor Related Party Transactions (RPTs), ensuring transparency, compliance, and alignment with regulatory requirements.

All Related Party Transactions entered into during the financial year 2024-25 were conducted in the ordinary course of business and on an arms length basis. These transactions were duly approved by the Audit Committee, which also reviewed and approved the estimated related party transactions for the financial years 2025-26 and 2026-27.

The Company is seeking shareholders approval for material related party transactions at the ensuing AGM. Shareholders are requested to refer to the AGM Notice for detailed information on the proposed transactions.

For comprehensive details, the Companys Policy on Related Party Transactions, as adopted by the Board, is available on our website:

https://www.hondaindiapower.com/admin/public/uploads/document/Fzb5v82w4l.pdf

20. Adequacy of Internal Control over Financial Reporting

The Company has established a comprehensive Internal Financial Control (IFC) system designed to ensure the adequacy, effectiveness, and reliability of management policies, processes, and procedures. This system serves as a key component of our governance framework, aimed at safeguarding the Companys assets, ensuring the accuracy of financial reporting, and promoting operational efficiency.

For the financial year ended March 31, 2025, the Board is of the opinion that the Companys IFC system is proper and commensurate with the nature and scale of its business operations. The controls are operating effectively, and no material weakness is reported or identified.

To maintain the robustness of the IFC system, the Company has implemented a continuous monitoring process to identify any potential gaps. Where such gaps are identified, corrective actions are promptly taken to enhance controls, ensuring they remain effective in mitigating risks that could materially impact the Companys operations.

The IFC framework is governed by well-documented policies, guidelines, and procedures. It is further strengthened through an extensive internal audit program conducted by independent third parties, regular management reviews, and oversight by the Audit Committee, ensuring a dynamic and responsive control environment.

21. Corporate Social Responsibility initiatives

Aligned with our core theme and vision of building sustainable and inclusive communities, the Company remains committed to implementing flagship CSR programs that create meaningful and lasting social impact.

During the year, the Company launched an initiative focused on Infrastructure and Soft Skills Development in local schools.

This program aims to enhance the quality of education in the communities by improving school infrastructure and providing students with essential soft skills. These efforts are designed to empower young learners and better prepare them for future academic and professional success.

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 Companys website at the link

https://www.hondaindiapower.com/admin/public/uploads/document/0sH46gypAl.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. Ms. Alka Marezban Bharucha, on account of completion of her tenure, retired as an Independent Director on the Board of the Company with effect from September 15, 2024.

2. Ms. Kaori Osakada on account of her re-location by Honda Motor Co., Ltd., Japan, has resigned from the Board of Directors of the Company with effect from February 11, 2025.

The Board placed on record its appreciation for the assistance and guidance provided by Ms. Alka Marezban Bharucha and Ms. Kaori Osakada during their tenure as the Members of the Board of Director 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. Shigeki Iwama (DIN: 10075458), CMD and President & CEO of the Company will retire by rotation at the forthcoming AGM and being eligible, offers his candidature for reappointment. The Board recommends his re-appointment. Necessary resolution for the re-appointment of Mr. Shigeki Iwama and disclosure in terms of the Secretarial Standard 2 and the SEBI Listing Regulations are given in the Notice convening the AGM.

As per the confirmations received from Mr. Shigeki Iwama, 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

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors has approved the appointment/re-appointment of the following individuals to the Companys Board:

1. Mr. Akihiro Sakurai (DIN: 10570035) - appointed as a Whole Time Director for a period of three (3) years w.e.f. April 01, 2024 through postal ballot dated May 22, 2024.

2. Mr. Balachandran Dharman (DIN: 01831731) - appointed as a Non-Executive, Independent Director at the 39th Annual General Meeting held on September 05, 2024.

3. Mr. Ravi Prakash Mehrotra (DIN: 06843899) - reappointed as a Non-Executive, Independent Director for a second term of 2 years through postal ballot dated March 26, 2025.

4. Mr. Yasuhiro Takabatake (DIN: 10909958) - appointed as a Non-Executive, Non-Independent Director through postal ballot dated March 26, 2025.

The voting results for the aforementioned resolutions are available on the Companys website.

The Board affirms that Mr. Balachandran Dharman and Mr. Ravi Prakash Mehrotra, in their capacity as Independent Directors, possess the necessary qualifications, extensive experience, and professional expertise (including demonstrated proficiency, as applicable), and uphold the highest standards of integrity.

iv) Revision in remuneration of Whole Time Director

The Board of Directors, following an annual performance evaluation and considering Mr. Vinay Mittals professional background, experience, and overall engagement with the Company, reviewed and approved a revision in his remuneration. This decision was made in accordance with the Companys Remuneration Policy and based on recommendations from the Nomination and Remuneration Committee of the Board. The revised remuneration applies from April 01, 2025 to March 31, 2026 (both days inclusive). The proposed remuneration revision was approved by the Members through postal ballot on March 26, 2025. The voting results have been updated on the Companys website and the Stock Exchanges.

25. Board/Directors Evaluation

The annual performance evaluation of the Board, its Committees, and Directors, including Independent Directors, was conducted in alignment with the evaluation criteria established by the Nomination and Remuneration Committee (NRC). Directors provided feedback through a structured questionnaire assessing the performance of the Board, its Committees, individual Directors, the CMD and the President & CEO.

Key Focus Areas of Evaluation:

• Board and Committee Functioning: Composition, experience, competencies, governance practices, transparency, and fulfilment of obligations.

• Individual Director Assessment: Attendance, contributions to discussions, and exercise of independent judgment.

A separate evaluation was conducted for individual Directors to ensure comprehensive feedback. The Independent Directors convened a meeting on February 10, 2025, to review the performance of Non-Independent Directors, the Board as a whole, and the Chairman. This process reflects adherence to best practices for board evaluations aimed at enhancing governance effectiveness.

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

Independent Directors are regularly updated during Board and Committee meetings on key aspects such as business strategy, activities, manufacturing operations, and regulatory changes. Their opinions and suggestions are actively sought to enhance decision-making and governance.Upon appointment, Independent Directors and Executive Directors receive detailed letters outlining their terms of appointment, duties, responsibilities, and expected time commitments. The induction process for Non-Executive and Independent Directors includes interactive sessions with management, business and functional heads, as well as visits to company facilities.

Details of the familiarization program imparted to Independent Directors are available on the companys website at:

https://www.hondaindiapower.com/admin/public/uploads/document/3c9R0V08uR.pdf

This program ensures that Independent Directors are well-informed to effectively contribute to the Companys governance and strategic objectives.

28. Board diversity

Your Company acknowledges the vital role that a diverse Board plays in driving success. We firmly believe that a truly diverse Board, encompassing differences in thought, perspective, knowledge, skills, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, and gender, will leverage these differences to enhance our competitive advantage. This diversity fosters improved decision-making, innovation, and stakeholder representation, ultimately contributing to our longterm growth and sustainability. The policy can be accessed at

https://www.hondaindiapower.com/admin/public/uploads/document/N6bp7C6ke.pdf

Our commitment to diversity reflects our dedication to being a responsible corporate citizen, enhancing our reputation and fostering stronger relationships with investors and the broader community.

29. Explanations or comments on qualifications, reservations or adverse remarks or disclaimers 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 Companys operations in future; (f) buy-back of its own securities and (g) issue of bonus shares .

31. Corporate Governance

Our Company has a long-standing legacy of ethical governance practices and remains committed to implementing robust corporate governance principles. These practices are designed to enhance transparency in our operations and maximize shareholders value. A comprehensive Report on Corporate Governance is included as Annexure-E and forms an integral part of the Board Report.

To ensure compliance with regulatory requirements, the Auditors Certificate, as stipulated under Schedule V of the SEBI Listing Regulations is annexed as Annexure-F & I to the Board Report. This certification underscores our commitment to maintaining the highest standards of governance and transparency, aligning with the principles of accountability and ethical decision-making that are essential for building trust among stakeholders.

32. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) of your Company for the Financial Year ended March 31, 2025, as required under Regulation 34(2)(f) of the Listing Regulations, 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

The Company is committed to fostering a workplace environment free from discrimination and harassment based on gender. To uphold this commitment, the Company has implemented a comprehensive Sexual Harassment Policy, which provides clear guidelines on addressing and preventing such issues.

An Internal Committee, established in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, oversees the enforcement of this policy. Regular training sessions are conducted to educate associates about the policy and promote awareness, ensuring proactive measures to prevent any occurrences of harassment.

The policy can be accessed at

https://www.hondaindiapower.com/admin/public/uploads/document/Zv1 WRyrybj.pdf

During the year, no complaints of sexual harassment were reported, reflecting the effectiveness of the Companys preventive measures and its dedication to maintaining a respectful and inclusive workplace.

34. a. Code of Conduct and Ethics

The Board of Directors has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company, aimed at conducting business ethically while upholding responsibility, integrity, fairness, and transparency. This framework provides guiding principles for the conduct of individuals in their interactions with the Company, fellow Directors and employees.

The Code is accessible on the Companys website via the following link:

https://www.hondaindiapower.com/admin/public/uploads/document/852tcJ8g4n.pdf.

Additionally, a declaration signed by the CMD and President & CEO regarding compliance with this Code by Board Members and Senior Executives is annexed as Annexure-G and forms part of the Board Report. This initiative underscores the Companys commitment to ethical governance and professional conduct.

b. Code of Conduct on Insider Trading

Your Company has established a comprehensive Code of Conduct that aligns with the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code provides detailed guidelines on procedures to follow and disclosures to make when dealing in the Companys shares. It also highlights the consequences of non-compliance, ensuring that all stakeholders are aware of their responsibilities and obligations.

To reinforce compliance with insider trading laws, the Company conducts periodical training sessions for employees. These sessions offer practical insights and training, enabling employees to understand and adhere to the regulations effectively. This proactive approach underscores the Companys commitment to maintaining the highest standards of integrity and transparency in its operations.

35. Respecting Human Rights

Your Company has adopted a comprehensive Human Rights Policy, supported by the Code of Conduct, Diversity Policy, and other relevant policies. These policies collectively promote respect for human rights and are integrated into our day-to-day operations to ensure their effective implementation.

To address any concerns or violations, the Company has established a structured investigation process. This process is overseen by the Business Ethics Proposal Line (BEPL) and the Business Ethics Committee, ensuring that all matters are handled with diligence and transparency.

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, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Compliance Management

Our Company is committed to maintaining full compliance with applicable laws and regulations. To ensure ongoing adherence, we utilize a robust Compliance Management System that includes early warning mechanisms and an escalation matrix. This system enables us to proactively track and manage compliance with relevant legal requirements.

To maintain transparency and oversight, a comprehensive Report on Compliance with applicable laws, rules, and regulations is submitted to the Board on a quarterly basis. This regular reporting ensures that the Board remains informed about our compliance status, allowing for timely interventions, if needed, and reinforcing our commitment to ethical business practices

39. Particulars of Employees

Disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as Annexure-K to this Annual Report.

The statement containing particulars of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Rules, forms part of this Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Shareholders, excluding the aforesaid statement. The statement is open for inspection upon request by the Shareholders, and any Shareholder desirous of obtaining the same may write to the Company at ho.legal@hipp.co.in.

40. Material changes and commitments affecting the financial position of the Company after March 31, 2025

There were no material changes and commitments affecting the financial position of the Company after March 31, 2025. Acknowledgements

The Board of Directors would like to extend its heartfelt appreciation to all employees of the Company for their unwavering commitment and dedicated service. Your hard work and contributions have been instrumental in driving the Companys success.

The Board also expresses its sincere gratitude to the banks, government and regulatory authorities, stock exchanges, customers, vendors and Members for their invaluable assistance and cooperation during the year under review. Your support has been vital in enabling the Company to achieve its goals and uphold its values of excellence and integrity.

On behalf of the Board,

for Honda India Power Products Limited

Sd/- Shigeki Iwama

CMD and President & CEO

(DIN 10075458)