The Board of Directors hereby submits the report of the business andoperations of your Company ("the Company") along with the Audited FinancialStatements for the Financial Year ended March 312022:

1. Financial Highlights

(Rs in Lakhs)

The Company has prepared the Financial Statements in accordance withthe Companies (Indian Accounting Standards) Rules 2015 prescribed under Section 133 ofthe Companies Act 2013 (the "Act").

Results of Operations and the state of Company?s affairs

Your Company achieved aggregate revenue from operations of Rs115629Lakh in 2021-22 (as against Rs93894 Lakh in 2020-21). This marks a growth of 23% over theprevious year.

The Board has pleasure to inform that the year 2021-22 was asignificant year as your Company achieved accumulated production of 5 million units.

The return of COVID-19 pandemic second wave caused widespread economicand operational challenges and posed volatile and unprecedented external environmentconditions. The Company successfully overcame these to register sustained growth.

The Company?s preparation in anticipating and preparing internalmeasures including but not limited to cost control drivers processes and cost efficiencyimprovements significant and dedicated focus on maintaining continuous operations enabledit to successfully overcome such exceptional environment conditions.

A detailed Report on operations titled ‘Management Discussion andAnalysis Report? is annexed to the Board?s Report as Annexure-A and forms parthereof.

2. Dividend

Your Directors recommend a dividend of ' 15/- per equity share of '10/- each (150 %) for the year ended 31^st March 2022 (previous year 100%). Thetotal outgo on this account will be ' 1521 Lakhs.

3. Transfer of unclaimed dividend to Investor Education and ProtectionFund

The Company has been regularly sending communications to members whosedividends are unclaimed requesting them to provide/ update bank details with RTA/Companyso that dividends paid by the Company are credited to the investor?s account on time.Efforts are also made by the Company in co-ordination with the RTA to locate theshareholders who have not claimed their dues.

In accordance with the provisions of the Section 124(6) of theCompanies Act 2013 and Rule 6(3)(a) of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘IEPF Rules?)the Company has transferred 4480 equity shares of Rs10 each held by 63 shareholders toIEPF. The said shares correspond to the dividend which had remained unclaimed for a periodof seven consecutive years from the Financial Year 2013-14.

Subsequent to the transfer the concerned shareholders can claim thesaid shares along with the dividend(s) by making an application to IEPF Authority inaccordance with the procedure available on www.iepf.gov.in and on submission of suchdocuments as prescribed under the IEPF Rules. On receipt of the application the Companysends an online verification report to the IEPF Authority after verifying all thenecessary details which is duly certified by the Nodal Officer. The Company sends specificadvance communication to the concerned shareholders at their address registered with theCompany and also publishes notice in newspapers providing the details of the shares duefor transfer to enable them to take appropriate action.

No shares are lying with NSDL/CDSL in demat suspense account orunclaimed suspense account as on the date of this Report.

4. Environment Protection and Safety

Your Company strives for protection and preservation of environmentwherever it operates directly or indirectly. This includes areas of its operation andoperations of its suppliers as well. This is ensured through optimum and efficientutilization of manufacturing processes products and services the Company provides bycontrolling emissions effluents and waste generation and supporting environmentalprotection activities by adopting means to conserve energy and recycle/reuse of naturalresources. Your Company has been achieving continuous improvement in environmentalperformance by regularly upgrading the operation standards and environmental managementsystems to comply with the applicable legal/ regulatory obligations. From time to timethe Company spreads the awareness and knowledge in all the above areas to its suppliersalso.

Your Company under EPR (Extended Producer Responsibility) initiativeengaged with various waste agencies for end-to-end management of plastic waste.

A statement on environmental protection and safety conservation ofenergy technology absorption foreign exchange earnings and outgo is annexed asAnnexure-B and forms part of this Report.

5. Occupational health and safety

Your Company?s top priority is to protect human health and ensurea safe working environment for all its employees including contractual workers. Thevision is to improve health and safety standards for the people associated with theCompany at all levels. Efforts are made to nearly extinguish any activity which mayadversely affect the health and safety in workplace or adversely impact the life ofcommunities living near our Workplaces. To promote this the Company has adoptedOccupational Safety & Health Management System (OSHMS) and formed a Safety &Health organization in the Company. Awareness of the OSHMS is being created throughregular trainings and education to all for adopting safety and health measures atworkplace and in their daily lives with the vision "Everyone is precious". Thishas helped us embed a safety culture throughout the organization with an objective of‘Zero Accident?.

With the second wave of the COVID pandemic emerging Companyimmediately initiated several steps across its offices and manufacturing unit to help keepall the associates safe. While strict hygiene and social distancing SOPs have always beenin place Company ensured measures to curb exposure to the virus by reinforcing COVIDappropriate and safe behaviour besides fully supporting work from home for office staff.The Company also reached to all its employees and facilitated their vaccination as perGovernment protocols. Besides bearing the vaccination cost special leaves were alsoprovided to the affected employees.

6. Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 (‘theAct?) Annual Return for previous Financial Years and draft Annual Return for theFinancial Year 2021-22 to be filed with the Registrar of Companies Ministry of CorporateAffairs pursuant to Rule 12 (1) of the Companies (Management and Administration) Rules2014 is available on website of the Company at www.hondaindiapower.com.

7. Details of Board Meetings

Six Meetings of the Board of Directors were held during the year. Theparticulars of the meetings held and attended by each Director are detailed in theCorporate Governance Report.

In case of urgent business resolutions were passed by circulation.Compliance Reports of all laws applicable to the Company were reviewed by the Board at itsMeetings.

The Board has been given presentations / briefed on areas coveringoperations of the Company business strategy and risk management practices beforeapproving the Quarterly / Annual Financial Results of the Company. All statutory and otherimportant items/ information were placed before the Board for approval/review.

The agenda and notes thereon were circulated to Directors as per therequirement of relevant laws in the defined agenda format. All material information wasincorporated in the agenda for facilitating meaningful and focused discussions at theMeeting. Where it was not practicable to attach any document to the agenda i.e. thedocument which contains price sensitive information and in respect of which consent of theBoard of Directors was obtained for providing the same at a shorter notice of less than 7days it was placed before the Meeting with specific reference to this effect in theagenda.

The Company Secretary recorded Minutes of proceedings of each Board andCommittee meeting. Draft Minutes were circulated to Board/Board Committee Members fortheir comments and approval. The Minutes were duly entered in the Minutes Book within 30days from the conclusion of the Meeting.

8. Committees of the Board

The details of composition of the Committees of the Board i.e. AuditCommittee; Stakeholders Relationship Committee; Nomination and Remuneration Committee;Corporate Social Responsibility Committee; Board Committee on Financial Matters; and RiskManagement Committee brief terms of reference thereof and details of Meetings held andattended by the Members during the year are provided in the Corporate Governance Reportforming part hereof.

In view of the changes in constitution of the Board of Directors theBoard Committee on Financial Matter and Risk Management Committee were reconstituted onAugust 10 2021 and September 14 2021 respectively.

9. Managing the Risks of Fraud Corruption and Unethical BusinessPractices

Your Company has adopted Whistle Blower Policy that provides a formalvigil mechanism for Directors Employees and other Stakeholders to report genuine concernsabout the unethical behaviour actual or suspected frauds or violation of theCompany?s Code of Conduct or Ethics Policy. The said mechanism also provides fordirect access to the Chairman of the Audit Committee in appropriate or exceptional cases.The policy provides for adequate safeguards against victimization and all personnel haveaccess to the Audit Committee. The Whistle Blower Policy has been uploaded on theCompany?s website www.hondaindiapower.com/investors/ policies. The Policy is in linewith the Company?s Code of Conduct Vision and Values and forms part of goodCorporate Governance.

10. Risk Management

Your Company maintains a keen eye on the external environment andinternal operations to proactively anticipate and mitigate any emerging and imminentrisks. We have a robust risk management framework and system that helps us navigatethrough challenges and emerge stronger every time.

Your company has developed and implemented a Board approved RiskManagement Policy that ensures appropriate management of risks which aligns with itsinternal systems and culture. Moreover it has a well-defined Risk Management frameworkthat is designed to enable risks identification assessment mitigation monitoring andreporting. The risk management process encompasses a spectrum of strategic operationalfinancial and compliance risks that your company is exposed to. Further it is alsoembedded across all the major functions of the organization.

With a view to review the adequacy and effectiveness of policies andmanagement procedures and to monitor and assess Business Risks of the Company to ensurethat the key risk areas are well identified and managed the Company regularly updates thelist of all potential and possible risks considering the environment in which itoperates. Further as an annual practice the Company during the Financial Year 2021-22also carried out a risk assessment covering all the functions across the organization. Anextensive program of Internal Audits process review and Management reviews furthersupports this process.

Risk Management Policy of the Company may be accessed at Company?swebsite at the link www.hondaindiapower.com/investors/policies.

11. Directors? Responsibility Statement

Pursuant to the requirement of Clause (c) of Sub-section (3) of Section134 of the Companies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended31.03.2022 the applicable Accounting Standards have been followed and there are nomaterial departures;

(b) the Directors have selected such Accounting Policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company and Profit and Loss ofthe Company as at 31.03.2022;

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

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

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

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

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

12. Particulars of Loans Guarantees or Investments made under Section186 of the Companies Act 2013

The Company has disclosed information required under Section 186 of theCompanies Act 2013 Regulation 34(3) and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 in Note 5(d) forming part of the financialstatements.

13. Auditors

i) Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP were appointed asauditors by the Members at their 32^nd Annual General Meeting (AGM) held onAugust 04 2017 to hold office till conclusion of the 37^th AGM. M/s. PriceWaterhouse Chartered Accountants LLP shall complete its term of five consecutive years asAuditors of the Company at the conclusion of this AGM.

The Board of Directors of the Company at its meeting held on May 282022 on the recommendation of the Audit Committee has considered to recommend theappointment of M/s. B S R & Co. LLP Chartered Accountants (ICAI Registration No.101248W/ W-100022) as the Statutory Auditors of the Company for a period of 5 (Five)consecutive years from the conclusion of this AGM till the conclusion of the 42^ndAGM subject to the approval of members of the Company at this AGM.

The Audit Committee and the Board of Directors have placed on recordtheir appreciation of the professional services rendered by M/s. Price WaterhouseChartered Accountants LLP during their association with the Company as its auditors.

The Company has received written consent and a certificate from M/s B SR & Co. LLP that they satisfy the criteria provided under Section 141 of the Act andthat the appointment if made shall be in accordance with the applicable provisions ofthe Act and Rules framed thereunder.

The requisite resolution for appointment of M/s B S R & Co. LLP asthe Statutory Auditors of the Company has been set out in the Notice of ensuing AGM forapproval by the Members.

ii) Cost Auditors

As per Section 148 of the Companies Act 2013 read with Companies(Cost Records and Audit) Rules 2014 M/s Rakesh Singh & Co. Cost Accountants havebeen re-appointed as Cost Auditors for the financial year 2022-23 to conduct cost audit ofthe accounts maintained by the Company under the applicable Cost Audit Rules. Theremuneration of Cost Auditors has been approved by the Board of Directors on therecommendation of Audit Committee. The requisite resolution for ratification ofremuneration of Cost Auditors by members of the Company has been set out in the Notice ofensuing AGM. The Cost Auditors have certified that their appointment is within the limitsof Section 141(3)(g) of the Act and that they are not disqualified from appointment withinthe meaning of the said Act.

iii) Secretarial Auditor and Secretarial Audit Report

Pursuant to section 204 of the Act M/s TVA & Co. LLP CompanySecretaries were appointed as Secretarial Auditors of the Company for the financial year2021-22. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 isattached

as Annexure-C to this report. There are no qualifications orobservations or adverse remarks or disclaimer of the Secretarial Auditors in the Reportissued by them for the financial year 2021-22 which call for any explanation from theBoard of Directors.

In terms of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the AuditCommittee recommended and the Board of Directors appointed M/s. Saryu Munjal &Associates Company Secretaries as the Secretarial Auditor of the Company for thefinancial year ending March 31 2023. The Company has received its written consent thatthe appointment is in accordance with the applicable provisions of the Act and rulesframed thereunder. The Secretarial Auditor has confirmed that it is not disqualified to beappointed as the Secretarial Auditor of the Company for the year financial year endingMarch 31 2023.

During the year under review neither the Statutory Auditors nor theSecretarial Auditor has reported any instances of fraud committed against the Company byits officers or employees the details of which would need to be mentioned in theBoard?s report in terms of Section 143 (12) of the Companies Act 2013.

14. Related Party Transactions

All related party transactions (RPTs) which were entered into by theCompany during the year under review were on arms? length basis and in the ordinarycourse of business hence there is no information to be provided as required under Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014. Therewere no related party transactions made by the Company which may have potential conflictwith the interest of the Company.

In compliance with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and amendments thereof from time to time requiredapprovals were obtained from Audit Committee Board and Shareholders of the Company beforeentering into any transaction with the Related Party.

The Company as a good governance sought an independent analysis fromM/s Ernst & Young LLP as to the arm?s length basis of the transactions to beentered into with the related parties. M/s Ernst & Young LLP in its report has opinedthat all the transactions to be carried out with related parties are on arm?s lengthbasis.

A statement showing the disclosure of transactions with related partiesas required under Indian Accounting Standard 24 (Ind-AS 24) is set out separately in thisAnnual Report. Disclosures relating to related party transactions on a half-yearly basisare filed with the Stock Exchanges.

The Related Party Transactions Policy as approved by the Board hasbeen uploaded on the website of the Company at www.hondaindiapower.com/investors/policies.The Company has a process in place to periodically review and monitor Related PartyTransactions.

15. Adequacy of Internal Control over Financial Reporting

The Company maintains a robust framework of internal controls that arein accordance with the nature and size of the business. This framework addresses theevolving risk complexities and strengthens our strong corporate culture and goodgovernance. While these controls are aligned with the requirements of the Companies Act2013 they are also regularly tested by the auditors for their effectiveness. Theframework is a combination of entity level controls and process level controls. Allbusiness processes are guided by comprehensive policies guidelines and procedures. Anextensive process of internal audits and management reviews provides assurance to theBoard with respect to adequacy and efficacy of internal controls. The internal audit planwhile being aligned to the business objectives of the Company is dynamic in nature and isreviewed and approved by the Audit Committee every year. Internal audit reports arereviewed and approved every quarter. Furthermore the Audit Committee also monitorsManagement actions stemming from internal audit reviews.

The Company?s Management has evaluated the operative effectivenessof these controls and noted no significant deficiencies or material weaknesses that mightimpact the financial statements as of March 312022.

16. Corporate Social Responsibility initiatives

Your Company believes that Corporate Social Responsibility is anintegral part of its duty towards the society at large. It seeks to operate its businessin a sustainable manner which would benefit the Society at large in alignment with theinterest of its stakeholders.

As per the requirements of Section 135 of the Companies Act 2013pertaining to Corporate Social Responsibility ("CSR") your Company has dulyconstituted a Corporate Social Responsibility Committee ("CSR Committee").

The Company carries out its CSR initiatives through Honda IndiaFoundation. The Foundation is responsible for driving the Corporate Social Responsibilityagenda and oversees a host of flagship programs and initiatives. Its long-termsustainable programs are ensuring lasting positive impact on people and the planet.

Total CSR obligation of ' 170 lakhs for the financial year 2021-22 wasearmarked for the ongoing projects and the unspent amount has been transferred to theseparate Bank Account in terms of the provisions of section 135(6) of the Company?sAct 2013.

The Chief Financial Officer had issued a Certificate dated May 282022 certifying that the funds so earmarked by the Company for CSR initiatives have beentransferred to Unspent CSR Account under section 135(6) of the Act and shall be utilizedfor the mandated CSR purposes in the manner as approved by Board of Directors of theCompany. The Annual Report on the CSR initiatives undertaken by the Company as per theCompanies (Corporate Social Responsibilities Policy) Rules 2014 is annexed as Annexure-D.

The CSR Policy may be accessed on the Company?s website at thelink www.hondaindiapower.com/investors/policies.

17. Criteria for appointment of Directors and remuneration to be paidto Directors and Key Managerial Personnel

The Company has in place policies on ‘Criteria for Appointment ofDirectors? and ‘Remuneration for Directors & KMPs of the Company?.

The policies suggest the Directors to be of high integrity withrelevant expertise and experience so as to have a diverse and informed Board. In additionthese Policies further lay down the positive attributes/ criteria which the Nomination andRemuneration Committee should take into consideration while recommending the candidaturefor the appointment as Director on the Board.

These policies may be accessed on the Company?s website at thelink www.hondaindiapower.com/investors/policies.

18. Declaration of Independence

The Company has received Declarations of Independence as stipulatedunder Section 149(7) of the Companies Act 2013 from Independent Directors confirming thathe/she is not disqualified from continuing as Independent Director as laid down in Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the Listing Regulations.

Pursuant to Clause VII (1) of Schedule IV of the Companies Act 2013the Independent Directors met separately on February 10 2022.

The Board of Directors based on the declaration(s) received from theIndependent Directors have verified the veracity of such disclosures and confirmed thatthe Independent Directors fulfil the conditions of independence specified in the ListingRegulations and the Act and are independent of the Management of the Company.

19. Directors and Key Managerial Personnel (KMP)

i) Appointment of Whole Time Director

a) The Members in the Extra Ordinary General Meeting held on November10 2021 approved appointment of Mr. Noboru Sube as the Whole Time Director of the Companywith effect from September 15 2021 for a Period of five (5) years.

b) The Members through postal ballot dated April 30 2022 re-appointedand approved the remuneration of Mr. Vinay Mittal as the Whole Time Director of theCompany with effect from April 012022 for a Period of five (5) years.

ii) Revision in remuneration of Whole Time Director

Based on the performance evaluation professional backgroundexperience and over all engagement of Mr. Vinay Mittal with the Company and in line withthe Remuneration Policy of the Company the Board of Directors in its Meeting held on May28 2022 on the recommendation of Nomination and Remuneration Committee approvedrevision in remuneration of Mr. Vinay Mittal Whole Time Director of the Company from01.04.2022 to 31.03.2023 (both days inclusive) as per the details provided in the Noticeconvening the Annual General Meeting.

iii) Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 and other applicableprovisions if any of the Act Mr. Takahiro Ueda (DIN 08685990) CMD and President &CEO of the Company is liable to retire by rotation at the ensuing AGM and being eligiblehas offered himself for re-appointment.

20. Board/Directors? Evaluation

Pursuant to the applicable provisions of the Act and the ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees on the evaluation criteriadefined by the Nomination and Remuneration Committee (NRC) for performance evaluationprocess of the Board its Committees and Directors including Independent Directors.

The evaluation of Board?s functioning was done on various aspectslike structure of the Board meetings of the Board functions of the Board degree offulfilment of key responsibilities establishment and delegation of responsibilities toits various Committees effectiveness of Board functioning. The Committees of the Boardwere assessed on the scale of fulfilment of key responsibilities adequacy of Committeecomposition and effectiveness of Meetings thereof. The Directors were evaluated on aspectssuch as attendance contribution at Board/Committee Meetings and guidance/support to theManagement.

The performance evaluation of Independent Directors was done by theentire Board of Directors excluding Independent Director being evaluated. The Board opinesthat all the Independent Directors of the Company strictly adhere to corporate integritypossesses requisite expertise experience and qualifications to discharge the assignedduties and responsibilities as mandated by Companies Act 2013 and Listing Regulationsdiligently. The Board further assessed the performance of Non Independent Directors andfound the same satisfactory.

The performance assessment of Non-Independent Directors Board as awhole and the Chairman were also evaluated in a separate meeting of Independent Directors.

The review concluded by affirming that the Board as a whole theCommittees of the Board as well as all of its Members individually continued to makeefforts and provide advice towards good governance ensuring a constant improvement ofprocesses and procedures. It was further acknowledged that every individual Member of theBoard and the Committees thereof contribute towards overall growth of the organizationand strengthening its processes.

21. Directors and Officers Insurance (‘D&O?)

As per the requirement of Regulation 25(10) of the Listing Regulationsthe Company has taken insurance for all its Directors and members of the SeniorManagement.

22. Familiarization programme imparted to Independent Directors

The Directors are familiarized with your Company?s Business andits operations. Regular interactions are held between the Directors and Senior Managementof your Company to enable them to have a better understanding of the Company and itsvarious operations. All the Independent Directors of the Company are made aware of theirroles and responsibilities at the time of their appointment through a formal letter ofappointment which also stipulates various terms and conditions of their engagement.

Senior management personnel of the Company in each Board Meeting makepresentations to the Board Members briefing them on the operations of the Company plansstrategy risks involved new initiatives regulatory changes etc. and seek theiropinions and suggestions on the same. In addition the Directors are briefed on theirspecific responsibilities and duties that may arise from time to time.

23. Board diversity

The Company recognizes and embraces the importance of a diverse boardin its success. We believe that a truly diverse Board will leverage differences inthought perspective knowledge skill regional and industry experience cultural andgeographical backgrounds age ethnicity race and gender that will help us retain ourcompetitive advantage.

24. Explanations or comments on qualifications reservations or adverseremarks or disclaimers made by the Auditors in their reports.

The Report of the Auditors on the Financial Statements of the Companyis part of the Annual Report. The report is not qualified. There is one matter of emphasisin the audit report.

This matter of emphasis read with Note No. 31(vi) of the Notes toAccounts is self-explanatory and does not need further explanation.

25. Other Disclosures:

During the year under review there were no transaction requiringdisclosure or reporting in respect of matters relating to: (a) details relating todeposits covered under Chapter V of the Act; (b) issue of equity shares with differentialrights as to dividend voting or otherwise; (c) issue of shares (including sweat equityshares) to employees of the Company under any scheme; (d) raising of funds throughpreferential allotment or qualified institutions placement;

(e) significant or material order passed by the Regulators or Courts orTribunals which impact the going concern status and Company?s operations in future;(f) pendency of any proceeding under the Insolvency and Bankruptcy Code 2016; (g)instance of one-time settlement with any bank or financial institution.(h) buy-back of itsown securities and (i) issue of bonus shares .

26. Corporate Governance

The Company has a rich legacy of ethical governance practices and iscommitted to implement sound corporate governance practices with a view to bring abouttransparency in its operations and maximize stakeholder?s value. A Report onCorporate Governance is annexed as Annexure-E and forms part of the Board Report.

The Auditor?s Certificate certifying the Company?s complianceas stipulated under Schedule V of the Listing Regulations is annexed as Annexure-I to theBoard Report.

27. Business Responsibility Report

In compliance with the Listing Regulations we have integrated BusinessResponsibility Report is annexed as Annexure-J and forms part of this report.

28. Sexual Harassment of Women at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (‘SHWW Act?) your Companyhas a robust mechanism in place to redress complaints reported under it. An InternalComplaints Committee (ICC) has also been set up to redress complaints received on SexualHarassment. During the Financial Year 2021-22 no case of Sexual Harassment was reported inthe Company.

29. a. Code of Conduct and Ethics

The Board of the Company has adopted a Code of Conduct and Ethics forthe Directors and Senior Executives of the Company. The object of the Code is to conductthe Company?s business ethically with responsibility integrity fairness &transparency. The framework sets out a guiding policy for concerned person?s conductin dealing with/ for the Company fellow Directors and Employees. This Code is availableon the Company?s website www.hondaindiapower.com/investors/policies. A declarationsigned by CMD and President & CEO of the Company with regard to the compliance withthe Code by the Members of the Board and Senior Executives is annexed as Annexure-G andforms part hereof.

b. Code of Conduct on Insider Trading

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

30. Respecting Human Rights

Aspects of Human Rights such as child labour forced labour andnon-discrimination are covered by the Code of Conduct diversity policy and various otherapplicable policies. The Company promotes respect for Human Rights through these policiesand its adaptability in day to day operations.

31. Compliance Management

The Company strives for NO non-compliance. A legal ComplianceManagement System comprising of early warnings and escalation matrix is being used totrack compliances with the applicable Regulations. A Report on compliances with theapplicable laws/ rules/regulations is submitted to the Board on a quarterly basis for itsreview.

32. Particulars of Employees

Particulars on Remuneration Statement containing particulars of top 10employees and the employees drawing remuneration in excess of limits prescribed underSection 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure-K formingpart of this report. In terms of proviso to Section 136(1) of the Act the Report andAccounts are being sent to the shareholders excluding the aforesaid Annexure. The saidStatement is open for inspection at the Registered Office of the Company up to the dateof the ensuing Annual General Meeting. Any member interested in obtaining a copy of thesame may write to the Company Secretary.

33. Material changes and commitments affecting the financial positionof the Company after March 31 2022

There were no material changes and commitments affecting the financialposition of the Company after March 312022.

34. Dividend Distribution Policy

Pursuant to Regulation 43A of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 and SEBI (Listing Obligations and Disclosure Requirements)(Second Amendment) Regulations 2021 the Company has formulated a Dividend DistributionPolicy duly approved by the Board of Directors of the Company and the Policy is availableon the Company?s website at www.hondaindiapower.com/ investors/policies.

Acknowledgements

The Board of Directors wish to place on record its deep sense ofappreciation for the committed services by all the employees of the Company. The Board ofDirectors would also like to express their sincere appreciation for the assistance andco-operation received from the banks government and regulatory authorities stockexchanges customers vendors and members during the year under review.