The Board of Directors of your Company ("Board”) is pleased to present the 41^st Annual Report of Honda India Power Products Limited ("Company”) for the financial year ended March 31, 2026.

1. Financial Highlights

__(Rs. in Lakhs)

Results of Operations and the state of Company's affairs

Your Company achieved aggregate revenue from operations of Rs. 86,545 Lakhs in 2025-26 (as against Rs. 79,423 Lakhs in 2024-25). This marks an increase of 9% over the previous year. The Profit Before Tax & Exceptional item has decreased by 11%.

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. Dividend1. Interim Dividend

During the year under review, the Board of Directors declared the following interim dividends on the Equity Shares of the Company:

1. On August 12, 2025, Rs. 100/- (Rupees One Hundred only) per Equity Share of Rs. 10/- each fully paid-up, representing 1000% of the face value.

2. On February 13, 2026, Rs. 3.50/- (Rupees Three and Fifty Paise only) per Equity Share of Rs. 10/- each fully paid-up, representing 35% of the face value.

2. Final Dividend

Based on the Company's performance during the financial year ended March 31, 2026, your Directors are pleased to recommend a final dividend of Rs. 23/- (Rupees Twenty-Three only) per Equity Share of Rs. 10/- each fully paid-up, representing 230% of the face value.

The dividend, if approved by the Members at the ensuing Annual General Meeting, will be payable to those Shareholders whose names appear in the Register of Members as on the Record Date, subject to deduction of tax at source as applicable.

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/h4N92dvHS0.pdf

4. Share capital

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

5. Depository System

Pursuant to the Listing Regulations, the equity shares of the Company are mandatorily required to be traded in electronic form. Accordingly, requests for transfer of securities in physical form are not processed.

For transmission, transposition, issuance of duplicate share certificates, replacement, endorsement, split, and consolidation, the Company issues a Letter of Confirmation, which is to be submitted to the concerned Depository Participant for credit of securities in electronic form.

Shareholders holding shares in physical form are encouraged to dematerialise their holdings with either of the Depositories to avail the benefits of the Depository System and mitigate risks of fraud.

The Company has obtained a special contingency insurance policy to cover risks associated with issuance of duplicate securities and matters relating to the Investor Education and Protection Fund (IEPF).

Further, in line with SEBI directives to strengthen due diligence in the dematerialisation process, the Company has shared a static database of shareholders holding physical shares with the Depositories, thereby enhancing system integrity and facilitating effective validation of dematerialisation requests.

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

In accordance with the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended in 2017, the Company is required to transfer to the IEPF, all shares on which dividends have remained unpaid or unclaimed for seven consecutive years or more. The Company has duly effected such transfers to the Demat Account of the IEPF Authority and uploaded the requisite details on its website:

https://www.hondaindiapower.com/investors/dividend-and-iepf

Members may claim these shares and any accrued benefits from the IEPF Authority by following the prescribed procedure.

The HSE management system encompasses detailed risk assessments covering key areas such as workplace safety, fire hazards, process safety, chemical safety, machinery related risks, and occupational health. Regular audits are conducted to assess the Company's HSE performance and ensure compliance with applicable regulatory requirements, thereby reinforcing its commitment to providing a safe, healthy, and sustainable work environment.

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 2025-26, 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/admin/public/uploads/document/9j4cKnuP21.pdf

11. Details of Board and Committee Meetings

The Directors actively participate in the Board and Committee Meetings, which are conducted in an open and transparent manner, providing adequate opportunity to all Directors to deliberate, exchange views, seek clarifications, and contribute meaningfully to discussions. Through these interactions, the Directors offer valuable guidance and advice to the Management on key business matters, including strategic direction, governance, and regulatory compliance, thereby enabling informed decision making at the Board level.

During the year under review, the Board met four times, and the interval between the meetings was in compliance with the provisions of the Act, Listing Regulations, and the relevant circulars issued by the Ministry of Corporate Affairs and SEBI. The Board has consistently accepted all recommendations of the Audit and other Board Committees during the year.

For detailed information on the composition and functioning of the Board Committees, reference may be made to the Corporate Governance Report, annexed as Annexure-E, which forms the part of this Annual Report.

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

Your Company remains committed to upholding the highest standards of integrity, transparency, and accountability in all its operations. In furtherance of 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.

The Policy provides a structured framework for reporting genuine concerns relating to unethical conduct, actual or suspected fraud, violations of the Company's Code of Conduct or Ethics Policy, and any other instances of misconduct. It underscores the Company's zero tolerance approach towards wrongdoing and reinforces its commitment to sound corporate governance practices.

The Whistle Blower Mechanism is designed to ensure that all reported concerns are addressed promptly, effectively and confidentially. In exceptional circumstances warranting senior level intervention, the Policy provides for direct escalation of the matter to the Chairman of the Audit Committee, thereby ensuring appropriate oversight and timely resolution of serious issues.

To safeguard the integrity of the reporting process, the Policy incorporates adequate safeguards to prevent victimization of whistleblowers and ensures protection against any form of retaliation.

For detailed information, the Whistle Blower Policy is available on the Company's website:

https://www.hondaindiapower.com/admin/public/uploads/document/eKfuqh412.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.

The Risk Management framework has been formulated in alignment with the applicable provisions of the Act, and the Listing Regulations, and is benchmarked against industry best practices. The framework reflects the Company's proactive approach to identifying, assessing, mitigating, and monitoring key risks that may have an impact on its business objectives, financial performance, and reputation. The primary objective of the framework is to institutionalize a strong risk governance culture across the organization by clearly defining risk ownership, strengthening accountability, and ensuring that risks are managed in a timely and effective manner at all levels of the Company.

The Risk Management Framework, inter alia, covers the following key activities:

• 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.

18. Auditors

i) Statutory Auditors

In accordance with the provisions of Section 139 of the Act, 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 42^nd Annual General Meeting of the Company.

As mandated under the 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.

They have further affirmed that they are not disqualified and remain eligible to continue as the Statutory Auditors of the Company.

Statutory Auditor's Report

The Statutory Auditors' Report on the financial statements of the Company for the financial year ended March 31, 2026, is self explanatory and does not require any further elucidation or comments. The Report may accordingly be treated as adequate compliance with the requirements of Section 134 of the Act.

It is further noted that the Statutory Auditors have not made any qualification, reservation, or adverse remark in their Report for the financial year 2025-26.

Report on Frauds, if any

During the year under review, no instance of fraud was reported against the Company by its officers or employees. Neither the Audit Committee nor the Board of Directors has received any report of fraud from the Statutory Auditors of the Company.

Accordingly, there is nothing to disclose under Section 134(3) (ca) of the Act.

ii) Internal Auditors

To uphold an effective and efficient internal audit system, the Company has instituted a robust and well-structured internal audit framework. For the financial year 2026-27, M/s Deloitte Haskins & Sells, Chartered Accountants LLP, were appointed as the Internal Auditors of the Company.

The Internal Auditors are appointed annually by the Board of Directors upon the recommendation of the Audit Committee. They conduct independent and objective evaluations of the Company's operations, processes, and internal controls, and present their audit findings, observations, and recommendations to the Audit Committee on a quarterly basis.

The scope, coverage, and periodicity of the internal audit are reviewed and approved by the Audit Committee,

thereby ensuring that the internal audit function remains appropriately aligned with the Company's risk profile, business requirements, and applicable regulatory standards.

iii) Cost Auditors

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, M/s Rakesh Singh & Co., Cost Accountants, have been re-appointed as the Cost Auditors of the Company for the financial year 2026-27. They shall conduct the cost audit of the Company's accounts in compliance with the applicable Cost Audit Rules.

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

The Cost Auditors have furnished a certificate confirming that their appointment is within the limits prescribed under Section 141(3)(g) of the Act, and that they are not disqualified from such appointment under the provisions of the Act.

iv) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in conformity with Regulation 24A of the Listing Regulations, M/s TVA & Co. LLR Company Secretaries, a peer reviewed firm (LLPIN: AAE-9329) were appointed as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the financial year 2025-26 till 2029-30.

The Secretarial Audit Report issued by M/s TVA & Co. LLP for the financial year 2025-26, annexed to this Board's Report as Annexure-C, affirms compliance with the applicable provisions of the Act, the SEBI Listing Regulations and other relevant statutory requirements.

M/s TVA & Co. LLP has confirmed that they are not disqualified from continuing as the Secretarial Auditor of the Company.

Further, in terms of regulatory requirements, M/s TVA & Co. LLP has issued Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable Listing Regulations and circulars/guidelines issued thereunder.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2025-26 do not contain any qualification, reservation, adverse remark, or disclaimer.

19. Those Charged with Governance (TCWG)

The Company is committed to the highest standards of corporate governance and consistently endeavours to ensure compliance with all applicable regulations, laws, and prescribed instructions, with the objective of being a fully compliant organization.

In furtherance of this commitment, the Company has recently designated the entire Board of Directors as Those Charged with Governance (TCWG), in accordance with the guidance prescribed under the NFRA Circular dated January 07, 2026.

Pursuant to the formation of TCWG, the Statutory Auditors convened the meeting with the TCWG. During the meetings, they provided a comprehensive explanation of the key requirements stipulated under the aforesaid NFRA Circular, together with the proposed approach, delineated responsibilities, and the way forward to ensure effective and sustained compliance.

20. Related Party Transactions

The Company has established a robust and comprehensive framework for the identification, review, approval, and monitoring of Related Party Transactions ("RPTs”), designed to ensure transparency, sound governance, and adherence to the provisions of the Act, and the Listing Regulations, as amended from time to time.

All RPT's undertaken during the financial year 2025-26 were executed in the ordinary course of business and on an arm's length basis. These transactions were duly placed before the Audit Committee, which reviewed and approved them in line with applicable statutory and regulatory requirements as well as the Company's Policy on RPT's.

In compliance with Regulation 23 of the Listing Regulations, and consistent with prevailing industry standards, the Company is seeking prior approval of the Members for material RPT's at the forthcoming AGM.

The relevant particulars of such transactions, prepared in accordance with the Listing Regulations, framework and applicable statutory requirements, are set out in the Notice convening the AGM, for the Members' consideration and reference.

The Policy on RPT's, as approved by the Board of Directors and as amended from time to time in line with regulatory requirements, is available on the Company's website at:

https://www.hondaindiapower.com/admin/public/uploads/document/Fzb5y82w4l.pdf

21. Adequacy of Internal Control over Financial Reporting

In accordance with Section 134(5)(e) of the Act, and Regulation 17(8) of the Listing Regulations, the Company has established a comprehensive Internal Financial Control ('IFC') framework to ensure the orderly and efficient conduct of its business. This framework encompasses adherence to Company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

For the financial year ended March 31, 2026, the Board of Directors, based on the review carried out by the Audit Committee and reports of the Statutory and Internal Auditors, is of the opinion that the Company's internal controls over financial reporting is adequate, effective, and commensurate with the nature and scale

of its operations. The controls operated effectively throughout the year, and no material weakness in their design or implementation was observed or reported.

To ensure continued robustness, the Company has implemented a structured and ongoing monitoring mechanism to identify potential gaps, risks, and areas for improvement. Wherever necessary, corrective measures are promptly undertaken to strengthen controls and mitigate risks that could materially impact the Company's financial or operational performance.

The IFC framework is supported by documented policies, standards, and procedures, and is reinforced through a rigorous internal audit programme conducted by independent professionals, periodic management reviews, and regular oversight by the Audit Committee of the Board. This multilayered governance mechanism ensures a dynamic, responsive, and resilient internal control environment, consistent with the requirements of the Act, and Listing Regulations.

22. Corporate Social Responsibility initiatives

Guided by its core commitment to building sustainable and inclusive communities, the Company undertakes focused Corporate Social Responsibility ('CSR') initiatives aimed at creating meaningful and enduring social impact. The Company's CSR efforts are anchored around the following programmes:

1. Infrastructure and Soft Skills Development in Local Schools:

This initiative aims to enhance the quality of education by improving school infrastructure and providing soft skills training to students in the local areas where the Company operates.

2. Sustainability and Development in Local Villages:

The Company is committed to the overall sustainability and progress of local communities by undertaking projects such as reviving barren, almost dead, green stretches in neighbourhood peripheral roads thus contributing to environmental conservation and community well-being.

3. Promoting Healthcare:

The Company is committed to strengthening rural healthcare infrastructure as part of its CSR vision. Recognizing the critical gaps in access to quality medical services in underserved areas, the company focuses on preventive, primary, and accessible healthcare delivery through targeted interventions.

A detailed outline of the Company's CSR Policy, along with the CSR activities undertaken during the financial year ended March 31, 2026, is provided in Annexure D of this Report.

The Composition of the CSR Committee is disclosed in the Corporate Governance Report, annexed as Annexure - E, which forms part of this Annual Report.

For more information, the Company's CSR Policy can be accessed on our website:

https://www.hondaindiapower.com/admin/public/uploads/document/FA8tCPYKwf.pdf

Additionally, the Chief Financial Officer (CFO) of the Company has certified that the CSR funds disbursed for these projects have been utilized strictly for the purposes and in the manner approved by the Board.

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

The Company has adopted comprehensive policies on the Criteria for Appointment of Directors and Remuneration for Directors, Key Managerial Personnel (KMPs), and all other employees. These policies are periodically reviewed and updated to reflect evolving governance standards and organizational priorities.

The appointment criteria mandate that Directors possess high integrity, proven expertise, and relevant experience, thereby ensuring a diverse, well-informed, and effective Board. In addition, the policies articulate positive attributes and eligibility benchmarks which the Nomination and Remuneration Committee carefully evaluates while recommending candidates for directorship.

The remuneration framework is designed to be fair, transparent, and performance linked, aligning the interests of Directors, KMPs, and employees with the long-term objectives of the Company.

These policies may be accessed on the Company's website at the link

https://www.hondaindiapower.com/admin/public/uploads/document/0sH46gypAl.pdf

24. Declaration of Independence

The Independent Directors of the Company have formally certified their independence to the Board, affirming compliance with the criteria prescribed under Section 149(6) of the Act.

Based on these confirmations, the Board is of the considered view that the Independent Directors have duly satisfied the conditions stipulated under the Act and the Listing Regulations. The Independent Directors are independent of the management, possess the requisite qualifications, experience, proficiency, and expertise, and uphold the highest standards of integrity.

Furthermore, the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs ('IICA'), in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

25. Directors and Key Managerial Personnel (KMP)

i) Retirement by Rotation

In accordance with the provisions of the Act, and Regulation 17 of the Listing Regulations, Mr. Akihiro Sakurai (DIN: 10570035), Whole Time Director of the Company, is liable to retire by rotation at the forthcoming AGM. Being eligible, he has offered himself for re-appointment, and the Board of Directors recommends his re-appointment.

The necessary resolution for the re-appointment of Mr. Akihiro Sakurai, together with the requisite disclosures in terms of Secretarial Standard 2 and the Listing Regulations, forms part of the Notice convening the AGM.

Further, based on the confirmations received from Mr. Akihiro Sakurai, the Board notes that he is not disqualified from being appointed as a Director under Section 164(2)(a) and (b) of the Act.

ii) Re-appointment of CMD and President & CEO of the Company

The shareholders had earlier approved the appointment of Mr. Shigeki Iwama as CMD and President & CEO of the Company with effect from April 1, 2023, for a period of three (3) years.

Subsequently, the Board of Directors, at its meeting held on February 13, 2026, after due consideration of the recommendation of the Nomination and Remuneration Committee and the performance evaluation of Mr. Shigeki Iwama, approved and recommended his re-appointment together with the remuneration payable. Accordingly, Mr. Shigeki Iwama (DIN: 10075458) has been re-appointed as CMD and President & CEO of the Company for a further term of one year commencing from April 1, 2026 and ending on March 31, 2027.

The aforesaid re-appointment of Mr. Iwama was duly approved by the shareholders through postal ballot on April 30, 2026.

iii) Revision in remuneration of Whole Time Director

The Board of Directors, based on the annual performance evaluation and after due consideration of Mr. Vinay Mittal's professional background, experience, and continued engagement with the Company, reviewed his remuneration in accordance with the Company's Remuneration Policy and the recommendations of the Nomination and Remuneration Committee.

The Board resolved that Mr. Vinay Mittal shall continue to receive the same salary as presently drawn, for the period commencing April 01, 2026, and ending September 30, 2026 (both days inclusive).

This continuation of remuneration has been duly approved by the Members through postal ballot on April 30, 2026.

The aforesaid Postal Ballot voting results have been uploaded on the Company's website as well as communicated to the Stock Exchange.

26. Board/Directors' Evaluation

In compliance with the provisions of the Act, the SEBI Listing Regulations and the framework approved by the Nomination and Remuneration Committee (NRC), the annual performance evaluation of the Board of Directors, its Committees, and individual Directors, including Independent Directors, was carried out for the financial year 2025-26.

The evaluation process was conducted through structured questionnaires designed to assess the functioning of the Board, its committees, individual Directors, CMD and President & CEO.

Separate evaluations were conducted for each Director to ensure comprehensive and constructive feedback. In addition, the Independent Directors convened a meeting on February 13, 2026, to review the performance of Non-Independent Directors, the Board as a whole, and the Chairman.

This evaluation process reflects adherence to the highest standards of corporate governance and regulatory best practices, with the objective of strengthening Board effectiveness and enhancing overall governance maturity.

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

In accordance with the requirements of Regulation 25(10) of the Listing Regulations, and consistent with good governance practices under the Act, the Company has taken Directors' and Officers' (D&O) insurance covering all its Directors and Members of the Senior Management.

28. Familiarization program imparted to Independent Directors

Independent Directors are regularly apprised of key developments through Board and Committee Meetings, covering matters such as business strategy, operational performance, manufacturing activities, and regulatory updates. Their views, insights, and recommendations are actively sought and considered, thereby strengthening decision making and governance practices.

Upon appointment, Independent Directors as well as Executive Directors are provided with comprehensive letters of appointment detailing their roles, responsibilities, duties, and expected time commitments. The familiarization and induction programme for Independent and Non-Executive Directors includes interactive sessions with senior management, business and functional heads, as well as periodic visits to the Company's manufacturing facilities.

In addition to being regularly apprised of key developments through Board and Committee Meetings, all Independent Directors were invited to attend the Company's Business Partners Convention for FY 2025-26, organised at the Head Office & Works of the Company.

The session featured product displays and live demonstrations, outlining the strategic direction of the Company and providing valuable insights into its vision, key priorities, and future roadmap. This initiative, together with the familiarization and induction programmes, ensures that Independent Directors remain well informed and actively engaged in the Company's governance and strategic decision-making processes.

Details of the familiarization programme imparted to Independent Directors are available on the Company's website at

https://www.hondaindiapower.com/admin/public/uploads/document/1C4dd4sZy2.pdf

29. Board diversity

In accordance with the provisions of the Act, Regulation 17 of the Listing Regulations, and the Company's Board Diversity Policy, the

Company recognizes the critical role that a diverse Board plays in driving organizational effectiveness and long term success.

The Company's Board Diversity Policy is available at:

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

The Company's continued emphasis on Board diversity underscores its commitment to responsible corporate governance, strengthens stakeholder confidence, and supports deeper engagement with investors and the wider community.

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

The Report of the Statutory Auditors and the Secretarial Auditors for the financial year 2025-26 forms an integral part of this Annual Report. The Reports are unqualified and do not contain any reservation, adverse remark, or disclaimer.

31. 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) buyback of its own securities and (i) issue of bonus shares.

32. Corporate Governance

The Company has a long standing legacy of ethical governance practices and remains committed to implementing robust corporate governance principles in accordance with the provisions of the Act, and Listing Regulations. These practices are designed to enhance transparency in operations, strengthen accountability, and maximize shareholder value. A comprehensive Report on Corporate Governance is annexed as Annexure E and forms an integral part of the Board's Report.

To ensure compliance with regulatory requirements, the Certificate on Corporate Governance, as stipulated under Schedule V of the Listing Regulations is annexed as Annexure F & I to the Board's Report. These Certification underscores the Company's commitment to maintaining the highest standards of governance and transparency, consistent with the principles of accountability, fairness, and ethical decision making that are essential for building trust among stakeholders.

33. Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) of the Company for the financial year ended March 31, 2026, is annexed as Annexure J and forms an integral part of this Annual Report.

The Company continues to strengthen its Environmental, Social, and Governance (ESG) proposition by engaging with all relevant stakeholders and embedding sustainability principles across its operations. This commitment reflects the Company's focus on responsible business conduct, long term value creation, and alignment with evolving regulatory and industry standards.

34. Sexual Harassment of Women at Workplace

The Company is committed to fostering a workplace environment free from discrimination and harassment, with particular emphasis on gender equality and inclusivity. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the applicable provisions of the Act, and Listing Regulations, the Company has adopted a comprehensive Sexual Harassment Policy that provides clear guidelines for prevention, redressal, and deterrence of such incidents.

An Internal Committee has been duly constituted in accordance with the Act to oversee the implementation and enforcement of the policy. Regular awareness and training sessions are conducted to sensitize employees, strengthen preventive measures, and ensure that associates are fully informed of their rights and responsibilities.

The policy is available on the Company's website at:

https://www.hondaindiapower.com/admin/public/uploads/document/Zv1WRyrvbj.pdf

During the financial year under review, no complaints of sexual harassment were reported, reflecting the effectiveness of the Company's preventive framework and its commitment to maintaining a safe, respectful, and inclusive workplace. Furthermore, no complaints remained outstanding from the previous year.

35. a. Code of Conduct and Ethics

The Board of Directors has formally adopted a Code of Conduct and Ethics applicable to all Directors and Senior Executives of the Company, pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations.

This Code establishes guiding principles to ensure that the Company's affairs are conducted with integrity, fairness, accountability, and transparency. It prescribes standards of professional conduct in dealings with the Company, fellow directors, employees, and stakeholders, thereby reinforcing the Company's commitment to ethical and responsible governance.

The Code is accessible on the Company's website at:

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

Further, a declaration signed by the CMD and President & CEO, affirming compliance with the Code by all Directors and Senior Executives, is annexed as Annexure G and forms an integral part of the Board's Report.

b. Code of Conduct on Insider Trading

Your Company has adopted a comprehensive Code of Conduct in alignment with the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code prescribes detailed procedures and disclosure requirements governing transactions in the Company's securities. It also sets out the consequences of non-compliance, thereby ensuring that all directors, employees, and connected persons are fully aware of their responsibilities and obligations under the law.

To strengthen adherence to insider trading regulations, the Company organizes periodic training sessions for employees. These sessions provide practical guidance and insights, enabling participants to understand the regulatory framework and comply effectively with the prescribed standards.

This proactive initiative underscores the Company's unwavering commitment to integrity, transparency, and ethical conduct in all aspects of its operations.

36. Respecting Human Rights

The Company has adopted a comprehensive Human Rights Policy, which is reinforced by the Code of Conduct, Diversity Policy, and other related governance frameworks. Collectively, these policies promote respect for human rights and are embedded into the Company's day-to-day operations to ensure effective implementation across all levels.

To address concerns or potential violations, the Company has instituted a structured investigation mechanism overseen by the Business Ethics Proposal Line (BEPL)/Business Ethics Committee. This framework ensures that all matters are examined with diligence, transparency, and accountability, thereby upholding the Company's commitment to ethical governance and responsible business conduct.

37. Secretarial Standards

During the Financial Year 2025-26 your Company has complied with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

38. Compliance Management

Your Company is committed to achieving and maintaining 100% compliance with all applicable laws, rules, and regulations. To ensure ongoing adherence, the Company has instituted a robust Compliance Management System, incorporating early warning mechanisms and a structured escalation matrix. This framework enables proactive monitoring, tracking, and management of compliance requirements across all operational areas.

For transparency and oversight, a comprehensive Compliance Report covering adherence to applicable statutory and regulatory provisions is submitted to the Board of Directors on a quarterly basis. This regular reporting keeps the Board fully apprised of the Company's compliance status, facilitates timely interventions where necessary, and reinforces the Company's dedication to ethical business practices and governance excellence.

39. Particulars of Employees

Particulars on Remuneration Statement in terms of Section 197(12) of the Act read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-K forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the particulars of top 10 employees , the details of the top 10 employees, are in terms of Section 197(12) of the Act read with Rule 5(2) of the aforesaid Rules are 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, 2026

There were no material changes and commitments affecting the financial position of the Company after March 31, 2026.

41. Change in the Nature of Business, if any

During the year under review, there was no change in the nature of business of the Company.

42. Compliance with the Maternity Benefits Act, 1961

During the financial year under review, the Company has duly

complied with all applicable provisions of the Maternity Benefit Act, 1961.

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 Company's 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.