HPL Electric Director Discussions


Dear Members

The Directors have pleasure in presenting 31st Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

1. Financial Highlights ormance for the year ended 31 perf TheCompanysfinancial st March, 2023 alongwith previous years figures is summarized below:

(Rs. In Lakhs)

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from Operations 121486.69 1,00,427.98 126220.87 101395.47
Other Income 322.03 352.46 356.31 419.76
Operating Profit 14862.69 11901.84 16043.1 12932.66
Extraordinary items
Less: Finance Cost 7090.89 6411.94 7537.91 6831.53
Less: Depreciation and amortization expenses 3496.42 4403.28 3836.41 4707.65
Profit before Exceptional items and Tax 4275.38 1086.62 4668.78 1393.48

Profit before tax

4275.38 1086.62 4668.78 1393.48
Less: Tax Expenses 1499.65 374.67 1643.89 613.02

Profit

2775.73 711.95 3024.89 780.46
Other comprehensive income for the year, net of tax (12.44) (60.22) (18.12) (60.32)

Total comprehensive income for the year, net of tax

2763.59 651.73 3006.77 720.14

Profit for the year attributable to

Equity holders of the parent Company - - 3017.79 777.31
Non-controlling interest - - 7.10 3.15

Total comprehensive income for the year attributable to

Equity holders of the parent Company - - 2999.84 716.99
Non-controlling interest - - 6.93 3.15

Earnings per Share (in Rs ) Not Annualised

Basis ( Rs ) 4.32 1.11 4.69 1.21
Diluted ( Rs ) 4.32 1.11 4.69 1.21

2. State of Companys Affairs

The Indian economy is relatively insulated from global spillovers and continues to be among the Indias real GDP grew by 7.2% in FY 2022-23 as against 9.1% in FY 2021-22 and reflectsrobust domestic dependence on global demand. Despite the weak external demand, the merchandise exports registered healthy growth.

HPL registered strong performance in FY 2022-23 led by robust growth in the Metering & Systems segment and improvement in ROCE. The Company recorded robust double-digit growth as revenue surged by 24.48% in FY 2022-23 to reach 1,262 crore as against 1,014 crore in FY 2021-22. EBITDA registered a sharp increase of 25.36% and reached 156.9 crore in FY 2022-23 as against 125 crore the previous year.

HPL maintained its strong momentum gained from FY22 onwards and delivered the highest quarterly revenue at Rs.362.75 Crores in Q4 FY23 with healthy performance primarily in ‘Metering & Solutions segment.

The ‘Metering & Solutions segment posted a revenue of Rs.670.02 Crores annual growth of 50.87%. The Companyisinstrongpositionto capitalize on the Smart Meter opportunity. The Company expects good traction in the Meter business in FY24 as tenders for large number of Smart Meters have been floated and further expected to be floated in near term. With a focused thrust on the latest R&D, we are continuously strengthening our smart meter technological base targeting to be the market leaders in the smart meter segment. to the

The ‘Consumer & Industrial Segment recorded revenue of Rs.592.18 crores in FY23 registering a growth of 3.9%. The Company is focused to drive healthy growth in the Consumer business by using a 3-pronged approach, enhancing distribution reach and relations, undertaking brand-building initiatives and continuous product development and innovation. HPL is confident about the long-term growth trajectory of the Consumer segment driven by robust domesticconsumption, abating of inflation, technology-enabled development, export growth and revival in credit growth among others. Additionally, increased capital expenditure on infrastructure and the growth enhancing policies will support future growth of this segment.

The Companys order book stands at Rs.1554 Crores* ensuring revenue visibility for the current year. The Metering & Solutions Segment contributes 82% and the Consumer & Industrial Segment contributes 18% of the order book value.

HPL is looking to capitalise for future revenue growth in exports. We are happy to disclose that the wide product range of HPL backed by world-class in-houseR&Dcapabilitieswill help to gain growth in exports.

We are currently catering to 42+ countries for exports. HPLs testing lab for LED lighting was certifiedby National Accreditation Board for Testing and Calibration Laboratories (NABL) for independent testing of LEDOur LV switchgear testing laboratory in Jabli, Himachal Pradesh accredited with IECEE certification for independent testing of MCB & RCCB for KEMA and CB certification from DEKRA, Netherlands. These certifications enable HPL access to the new 53 countries. statements of the Looking beyond the short-term challenges, the Company is eyeing huge opportunities in the smart metering and consumer segment. We are extremely positive about the opportunities in the smart metering space as both the public and private companies increasingly shift focus towards power distribution installing smart meters to replace conventional meters.

HPL is armed with a diverse product portfolio, state-of-the-art technology and capacity for tapping the opportunities in the industry. The financial The Company continues to focus on widening and strengthening its touch points and distributor base as it remains positive on the growth trajectory of the consumer segment. Overall, HPL is confident of growing and creating sustainable value for its stakeholders.

Note: *Order Book Size is as on March 31, 2023

3. Performance of subsidiaries, associates and joint venture companies and their contribution overall performance of the company

As on 31st March, 2023, the company is having only one subsidiary namely Himachal Energy Private Limited and two Joint Ventures (JVs) namely HPL Electric & Power Pvt. Ltd. Shriji Designs (JV) and HPL Electric & Power Pvt. Ltd. Trimurthi Hitech Co. Pvt. Ltd. - Shriji Designs (JV). These JVs are established as Association of Person (AOP) and not registered under the Companies Act, 2013 and accordingly are not Associate Companies as per section 2(6) of the Companies Act, 2013.

Himachal Energy Private Limited is engaged in the manufacturing of energy saving meters and other related products. The Gross Revenue of the Company for the FY 2023 stood at Rs. 10742.09 lakhs (P.Y. Rs. 8133.58 lakhs). Profit after tax for the year stood at Rs. 249.21 lakhs (P.Y. Rs. 110.67 lakhs).

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

During the Financial Year ended 31st March, 2023, no company became or ceased to be a subsidiary of the Company or Joint Venture or Associate Company.

5. Consolidated Financial Statement

The statement (in prescribed Form AOC-1) as required under Section 129 of the Companies Act, 2013, in respect of the Subsidiaries and Associate companies of the Company is annexed as Annexure I and forms an integral part of this Report.

Theconsolidated financial & its subsidiary/ associate companies, as mentioned in Form AOC-1, for the year ended 31st March 2023, prepared in accordance with Accounting Standard (IND AS-110) “Consolidated FinancialStatements”prescribedbytheInstitute of Chartered Accountants of India, form part of the Annual Report and Financial Statements.

The Financial Statements of the subsidiary company and the related detailed Section129 of information (as per the Companies Act, 2013) will be made available to the shareholders of the Company and subsidiary company seeking of the suchinformation. subsidiary company will also be kept for inspection by any shareholder at Companys Corporate Office/ Registered Office and also that of the subsidiary. The Company has also uploaded the Financial Statements of subsidiary company on its website i.e. www. hplindia.com.

6. Material changes and commitments, if any, affecting the financial occurred between the end of the financial year of the Company to which the financialstatements relate and the date of the Report

There have been no material change and commitment affecting the Company between the end of the thefinancialposition date of this report.financial

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. Reserves

During the period under report, the company do not propose to transfer any amount to the General Reserve.

9. Dividend

The Board of Directors in its meeting recommended a final

10 face value (10%) for the financial st March, 2023, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The dividend would be payable to all those Shareholders whose names appear in the Register of Members as on 23rd September, 2023 the record date fixed for this purpose.

10. Public deposits

During the period under report, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. 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 Board of Directors of the Company. composition

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Gautam Seth (DIN:00203405), Jt. Managing Director & CFO of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself reappointment. The Board recommends his re-appointment.

Brief details of the director being recommended for Regulations appointment / reappointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards have been furnished in the Notice how well the directors, board and committees are dated 9th August, 2023 convening the 31st Annual General e activities. Meeting.

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

The Company has received declarations from all the Independent Directors of the Companyconfirmingthat they meet the criteria of independence prescribed under the of the Companies Act, 2013 and provisionsofSection Regulation16 of the SEBI Listing Regulations 2015. There has been no change in circumstances affecting the status of Independence of Independent directors.

13.Number of meetings of the Board

During the year under report, 5 (Five) meetingsof the Board were held, the details of which forms part of the Corporate Governance Report.

14.Formal Annual Evaluation of the Performance of the Board, its Committees and of Individual directors

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Companies (Amendment) Act, 2017 and SEBI heldon29thMay,2023 (Listing Obligations and Disclosure Requirements) Regulations dividendofRs.1 perequityshareofRs. 2015, the Nomination and remuneration committee has laid yearended31 down the manner for effective evaluation ofperformance of Board, its committees and individual directors and accordingly the Board of directors has carried out an annual evaluation of its own performance, board committees and individual directors.

While evaluating the considered the composition terms of size, experience, diversity, process, dissemination of informationetc. The Board gives effective advice and assistance for achieving the companys mission and vision.

The performance of the committees was evaluated by the board taking into consideration the factors such as composition of the committee; effectiveness of committee meetings; independence of the committee from the Board and contribution that their performance and functioning of the Board besides meeting the

The performance evaluation of all the individual directors was carried out after taking into account their individual contribution as preparedness on the issues to be discussed, effective for contribution whether the independent directors fulfill the independence criteria as specified Listing 2015 and their independence from the management. Therefore, the outcome of the performance evaluation for the period under report, was satisfactory and reflects carryingtheir

The independent directors in its separate meeting held on 14 th February, 2023 without the attendance of non-independent directors and members of management, reviewed - as and when required

(a) the performance of non-independentdirectorsandthe tion of Director(s)/employees Board as a whole;

(b) the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) the quality, quantity and timeliness of between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. e of the company. The Company

15.Nomination and Remuneration Policy of Directors,

Key Managerial Personnel and other employees of the Company

As per the provisions of Section 178 of the Companies Act, 2013, the Board of Directors approved a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and other employees of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also qualifica positive provides the criteria for determining attributes and appointment of Key Managerial Personnel / Senior Management while making selection of the is available on the website of the Company at https://www. hplindia.com/photos/investor-pdf/Nomination%20and%20 Remun eration%20Policy.pdf

16. Annual Return

Pursuantto Section92(3) of the 134(3)(a)readwith

Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at https://www. hplindia.com/photos/investor-pdf/Draft%20Annual%20 Return%202022-23.pdf.

17.Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report which is a part of this Annual Report.

18. Vigil mechanism/ Whistle Blower Policy

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations robust vigil Mechanism for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct. The Vigil Mechanism Policy provides that the company investigates in such incidents, when reported, in an impartial manner and shall take appropriate action to do so. The policy also provides the mechanism for adequate safeguardagainstthe who avail the mechanism and also provide for the direct access to the Chairman of the Audit Committee in exceptional cases. A vigil Mechanism policy is available on the website of the company at https://www.hplindia.com/photos/investor-pdf/ Vigil-Mechanism-Policy.pdf

19. Risk Management Policy ofinformation

The Company has in place a robust risk management policy to anticipate, identify, measure, manage, mitigate, monitor and report the risk and uncertainties that may have an impact to achievethebusiness recognizes these risks which need to be managed and mitigated to protect the interest of the stakeholders, to achieve business objectives and enable management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. The Company helps in maximizing returns.

An extensive program of internal audits and regular reviews by the Audit Committee is carried out to ensure compliance with the best practices.

20. Policy on Material Subsidiary

The Company has framed a Policy on Material Subsidiary under of Director and criteria for Regulations 16(c) of SEBI (ListingObligations and Disclosures . The above policy Requirements) Regulations, 2015, as amended form time to time, which is available on the website of the company at https://www.hplindia.com/photos/investor-pdf/Policy-for-Determing-Material-Subsidiary.Pdf

21. Corporate Social Responsibility (CSR)

It is the responsibility of the corporations operating within society to contribute towards social and environmental development that will help in creating a positive impact on society at large.

The company discharges its CSR obligations either directly or through publicly registered Implementing Agencies towards supporting projects in the areas as specified in the VII of the Companies Act, 2013 for promoting educational activitiesamong children, women,

The Board of Directors approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which the is available on the website of the Company at https://www. Company has established a hplindia.com/photos/investor-pdf/CSR-Policy.pdf. A detailed report on Corporate Social Responsibility as per the provisions of Companies Act, 2013 is annexed as Annexure II.

22.Particulars of Contracts or Arrangements with related Parties as per Section 188 of the Companies

Act, 2013

All the transactions entered into with related parties as defined under the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial ended 31st March, 2023 were in the ordinary course of business and on arms length basis. As per the provisions of Section 177 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of Securities (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had obtained the necessarypriorapprovals by the Central Government of the Audit Committee for all the related party transactions. Further, there were no material related party transactions with promoters & promoters group, directors or Key Management Personnel during the year under report.

None of the transactions with any of the related parties in conflict with the interest of the Company rather, they synchronize and synergise with the Companys operations. The Related Party Transactions are available at Note no. 42 of the Standalone Financial Statements.

The Company has framed a Policy on materiality of Related Party Transactions and on dealing with related party Transactions in accordance with SEBI Listing Regulations 2015 and Companies Act, 2013, as amended. The Policy intends to ensure that proper reporting; place for all transactions between the Company and related parties. The at https://www.hplindia.com/photos/investor-pdf/Related-olicy.pdf and the Details of Related Party P Party-Transactions-Transactions areannexed Annexure III.

23. Auditors

A) Statutory Auditors

As per the provisions of Section

Act, 2013, the Company had appointed M/s. Sakshi & Associates , Chartered Accountants (Regn. No. 025099N) as Statutory Auditors for a period of 5 (Five) years in the Annual General Meeting of the company held on 30th September 2022.

Statutory Auditors Report

There are no observations (including any reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

There was no instance of fraud during the year under report, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section of Act and Rules framed thereunder.

B) Cost Auditors and

As per Section 148 of the Companies Act, 2013, the company is required to have the audit of its cost records year conducted by a Cost Accountant in practice the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions of the Act, as amended andExchangeBoard of India from time to time, the company is required to maintain the cost records as specified and accordingly such accounts and records were made and maintained for the financial year ended 31st March, 2023.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s. M.K Singhal & Co, Cost Accountants, (Firm were Registration No. 00074) of the Company to conduct the audit of cost records of its certain products specifiedby the Central Government under the Companies Act 2013 and Rules made thereunder. M/s. M.K Singhal & Co, Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2023-24.

The remuneration payable to the Cost Auditor of the approval Company and has been proposed for the ratification by the disclosure processes are in members of the Company and shall form part of the notice is availableonthe websiteofthecompany of the 31st Annual General Meeting.

The company has received the Cost Audit Report of the as per FormAOC-2 in company for the financial st March, 2022 and year ended the same was filed in XBRL mode within due date.

C) Secretarial Auditors

Pursuant to the provisions of Section

Act, 2013 read with corresponding rules made there 139(1) ofthe Companies under M/s. AVA Associates, Company Secretaries were re-appointed as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2023.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st qualification, March, 2023 as submitted by Secretarial Auditor in Form MR-3 is annexed to this Report as Annexure IV.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial Auditors in their Secretarial Audit Report that may call for any explanation from

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2023 on compliance of all applicable SEBI Listing Regulations 2015 and circulars/ guidelines issued thereunder, was obtained from M/s AVA Associates, Secretarial Auditors, and submitted to both the stock exchanges. The Secretarial Compliance Report for the financial year ended 31st March, 2023 is available on the website of the Company at https:// www.hplindia.com/photos/investor-pdf/Secretarial%20 Compliance%20Report%20FY%202023.pdf

24.Particulars of Loans, Guarantees or investments under Section 186 of the

The investment made by the company in the subsidiary company in the form of equity share capital is disclosed in the notes to the Audited Financial Statements forming part of this Annual Report. The company has not given any loans, guarantees or provided any security in connection corporate or person as per section 186 of the Companies Act, 2013 during the period under report.

25.Particulars of remuneration of Directors/ KMP/

Employees

The information required to be disclosed in the Directors Report plants. pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure V to this report.

26. Research and Development

Driven by the continuous thrust of innovation, HPL have been always committed to deliver next level of products and quality to its customers. It has undertaken a lot of initiatives to accelerate the customer satisfaction curve in the upward direction. R&D Centers and Testing Laboratories have always been a prime chunk of investment to become as par with emerging technologies and customer expectations. efficiency of the organization by cutting down the LaboratoriesAll theandNABL R&Daccredited Testing ost during development centers at HPL are dedicated to develop world-class products, meeting stringent Quality standards and delivering customer delight. Teams have been focused to meet the growing market challenges in the field of Switchgear, Lighting, Wiring Accessories and Metering etc with the early adoption of thriving technologies for our Products and processes. continuously inclined

Our R&D centers are recognized by DSIR (Department of Scientific and Industrial Research). Our Gurgaon R&D center is certified for CMMi V2.0 Maturity Level 3 for design and development of state of art Smart meters, high end energy meters, Pre-paid energy meters, panel meters and centralized system for Street light management system. Our R&D-Jabli center is recognized by NABL for MCB, RCCB Products testing.

Our MCB & RCCB Products are tested as per IEC Standards. We have approval from Dekra Netherlands for CB Certificate and KEMA which will be a global gateway for International Markets. Recently, the Kundli plant laboratory has been NABL accredited, which shows HPLs efforts in further strengthening its R&D work in the field of Switchgear &

Also, we are supporting policies of GOI by design & launch of cutting edge innovative solutions; DC MCB, Smart Prepaid meters to support smart meter rollout policy. HPL offers Companies Act, 2013 dedicated range of products like ACBs, Isolators, MCCBs, Fuses, MCBs etc to support Renewable energy generation (e.g. Solar) policy, indigenous technology & product development for ‘Make in India drive.

As a leading organization in Metering, Switchgears, Wiring with a loan to any body Accessories segment,wehavebeenparticipating at various forums like BIS, IEEMA in formation, update & revision of standards for metering products.

The R&D units have been continuously keeping shoulder to the wheel to improve the reliability and life cycle of products being manufactured certified at our ISO 9001:2015 Being a responsible contributor towards Health, safety and environment, HPL offers a broad basket of product with “CE” Certification. Moreover, all the plants are RoHS complaint to meet the demands of the new era of business, globally.

All R&D units are determined to timely delivery of new products under development with the objective of Meet-Beat-Supersede the competition in the market. It works on a cohesive approach to narrow down the gaps in process from concept to customer. This is being achieved by detailed Electronic product design, 3D modeling, Software Simulations, production process centric prototyping and Prototype validation before commencing tool & complete product manufacturing. Thereby, increasing the iteration process time . and

HPL is continuously working on multiple smart engineering electrical products to meet the future market demands. LEDs being called the fourth generation light source, HPL is keeping itself abreast with innovative lighting products. towards achieving the HPLhavebeen milestones for innovative lighting products, Surge Protection Device, ACCL, RCBO, Higher Rating MCB etc. steps are being taken towards adoption of emerging trends like Smart Switchgears, Smart meters, Industry-4.0 enabled manufacturing facilities, Eco friendly products and packing, Green and sustainable initiatives etc.

27.Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached asAnnexure VI to this report.

28. Corporate Governance Report

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the Securities and Exchange Board of India Regulations, (Listing 2015 forms an integral part of this Report. The requisite & Associates, Statutory Auditors of the Companyconfirmingcompliance conditionsof corporate governance is also annexed to the Corporate Governance Report.

29. Directors Responsibility Statement

134(5) of the Companies PursuanttoSection

Act, 2013, the Directors confirm that: a. in 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 of the profit and theend loss of the financial the Company for that period;

c. the Directors had taken proper and sufficient care for f the Companies Act, 2013. 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 other preventing and

d. the Directors had prepared the annual accounts on a going concern basis;

controls to be e. the Directors had laid down internal financial followed by the Company and that such internal financial controls are adequate and were operating effectively; f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively.

30. Disclosure under the sexual harassment of women and Redressal) atworkplace (Prevention,Prohibition

Act, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises through variousinterventionsandpractices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place robust policy on prevention, prohibition harassment at workplace which is applicable to the company as per the provisions of Sexual Harassment of Women at Workplace (Prevention,prohibitionand Redressal) Act, 2013. The company has complied with the provisions relating to the constitution of Internal Complaints the Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013.

During the year under report, the company has not received any complaint pertaining to sexual harassment.

31.Significant/material

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

32. 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)

33.Internal Financial Control Systems and their adequacy

The Company has adopted policies and procedures for effective internal controls system. This ensures that all transactions are authorized, recorded & timely preparation of reliable financial information, the safeguarding of its assets, the prevention and detection of frauds and errors. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

34. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under report, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also presented in a separate section forming part of this Annual Report.

35. CEO and CFO Certificate

CEO and CFO Certificate as prescribed under Schedule- II Part B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report forming part of this Annual Report.

36. Disclosure of commission paid to Managing Director or Whole time directors

There is no commission paid or payable by the company to the managing director or the whole time directors.

37. Acknowledgement

The Board of Directors acknowledges the continuedco-operation assistance and support the Company has received from various Government Departments, Banks/ financial Institutions and shareholders. The Board also places on record its appreciation for the sincere services rendered by employees of the company at all levels and the support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board
For HPL Electric & Power Limited

Lalit Seth

Date : 9th August, 2023 Chairman and Whole-time Director
Place : Noida DIN: 00312007