DIRECTOR'S REPORT

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 31^st March, 2023.

1. Financial Highlights

The Company's financial performance for the year ended 31^st March, 2023 alongwith previous year's figures is summarized below:

2. State of Company’s Affairs

The Indian economy is relatively insulated from global spillovers and continues to be among the fastest growing economies in the world.
India's real GDP grew by 7.2% in FY 2022-23 as against 9.1% in FY 2021-22 and reflects robust domestic consumption and lesser
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 in FY23 as against Rs.444.11 Cr in FY22, thereby recording
annual growth of 50.87%. The Company is in strong position to 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.

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 domestic consumption,
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 Company's 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-house R&D capabilities will
help to gain growth in exports.

We are currently catering to 42 countries for exports.
HPL's testing lab for LED lighting was certified by National
Accreditation Board for Testing and Calibration Laboratories
(NABL) for independent testing of LED lighting. Our 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.

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
power distribution companies increasingly shift focus towards
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 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 to the
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 31^st 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.

The consolidated financial statements of the Company & its
subsidiary/ associate companies, as mentioned in Form AOC-1,
for the year ended 31^st March 2023, prepared in accordance
with Accounting Standard (IND AS-110) “Consolidated
Financial Statements” prescribed by the Institute 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 information (as per Section 129 of
the Companies Act, 2013) will be made available to the
shareholders of the Company and subsidiary company seeking
such information. The financial statements of the subsidiary
company will also be kept for inspection by any shareholder at
Company's 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 position of the company which have
occurred between the end of the financial year of the
Company to which the financial statements relate
and the date of the Report

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

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 held on 29th May, 2023
recommended a final dividend of Rs. 1 per equity share of Rs.
10 face value (10%) for the financial year ended 31^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 23^rd 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
composition of the Board of Directors of the Company.

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 for
reappointment. The Board recommends his re-appointment.

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

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

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence prescribed under the
provisions of Section 149(6) of the Companies Act, 2013 and
Regulation 16 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) meetings of 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
(Listing Obligations and Disclosure Requirements) Regulations
2015, the Nomination and remuneration committee has laid
down the manner for effective evaluation of performance 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 performance of Board, the Board had
considered the composition and structure of the Board in
terms of size, experience, diversity, effectiveness of the board
process, dissemination of information etc. The Board gives
effective advice and assistance for achieving the company's
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 in decision making by the Board etc. It was found
that their performance and functioning was within the mandate
of the Board besides meeting the expectations of the Board.

The performance evaluation of all the individual directors
was carried out after taking into account their individual
contribution to the board and committee meetings such
as preparedness on the issues to be discussed, effective
contribution in the discussion on the various agenda items,
whether the independent directors fulfill the independence
criteria as specified in the Companies Act, 2013 and SEBI
Listing Regulations 2015 and their independence from the
management. Therefore, the outcome of the performance
evaluation for the period under report, was satisfactory and
reflects how well the directors, board and committees are
carrying their respective activities.

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 -

(a) the performance of non-independent directors and the
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 flow of information
between the company management and the Board that
is necessary for the Board to effectively and reasonably
perform their duties.

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
provides the criteria for determining qualifications, positive
attributes and Independence of Director and criteria for
appointment of Key Managerial Personnel / Senior Management
while making selection of the candidates. The above policy
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

Pursuant to Section 134(3)(a) read with Section 92(3) of the
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 2015, the Company has established a
robust vigil Mechanism for directors and employees to report
to the management instances of unethical behavior, actual
or suspected, fraud or violation of the Company's 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 as and when required
to do so. The policy also provides the mechanism for adequate
safeguard against the victimization of Director(s)/employees
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

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
achieve the business objective of the company. The Company
recognizes these risks which need to be managed and
mitigated to protect the interest of the stakeholders, to achieve
business objectives and enable sustainable growth. The risk
management framework is aimed at effectively mitigating the
Company's various business and operational risks, through
strategic actions. The Company believes that managing risks
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
Regulations 16(c) of SEBI (Listing Obligations and Disclosures
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 schedule
VII of the Companies Act, 2013 for promoting educational
activities among children, women, elderly and differently abled.

The Board of Directors approved the CSR Policy of the Company
as formulated and recommended by the CSR Committee, which
is available on the website of the Company at https://www.
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 and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 during the financial year
ended 31^st March, 2023 were in the ordinary course of business
and on arm's length basis. As per the provisions of Section 177
of the Companies Act, 2013, and Rules made thereunder read
with Regulation 23 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company had obtained the necessary prior approvals
of the Audit Committee for all the related party transactions.
Further, there were no material related party transactions with
promoters & promoter's group, directors or Key Management
Personnel during the year under report.

None of the transactions with any of the related parties were
in conflict with the interest of the Company rather, they
synchronize and synergise with the Company's 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; approval and disclosure processes are in
place for all transactions between the Company and related
parties. The policy is available on the website of the company
at https://www.hplindia.com/photos/investor-pdf/Related-
Party-Transactions-Policy.pdf and the Details of Related Party
Transactions are annexed as per Form AOC-2 in Annexure III.

23. Auditors

A) Statutory Auditors

As per the provisions of Section 139(1) of the Companies
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 30^th
September 2022.

Statutory Auditors Report

There are no observations (including any qualification,
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 143(12)
of Act and Rules framed thereunder.

B) Cost Auditors

As per Section 148 of the Companies Act, 2013, the
company is required to have the audit of its cost records
conducted by a Cost Accountant in practice. Pursuant to
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
from time to time, the company is required to maintain
the cost records as specified by the Central Government
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
Registration No. 00074) of the Company to conduct the
audit of cost records of its certain products specified by
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
Company has been proposed for the ratification by the
members of the Company and shall form part of the notice
of the 31st Annual General Meeting.

The company has received the Cost Audit Report of the
company for the financial year ended 31^st March, 2022 and
the same was filed in XBRL mode within due date.

C) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with corresponding rules made there
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 31^st March, 2023.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31^st
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 the Directors.

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 Companies Act, 2013

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 with a loan to any body
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 Director's Report
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.

All the NABL accredited Testing Laboratories and R&D
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.

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 HPL's efforts in further strengthening
its R&D work in the field of Switchgear & Lighting products.

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
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
Accessories segment, we have been participating 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 at our ISO 9001:2015 certified plants.
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
efficiency of the organization by cutting down the iteration
time and cost during development process.

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.
HPL have been continuously inclined towards achieving the
milestones for innovative lighting products, Surge Protection
Device, ACCL, RCBO, Higher Rating MCB etc. Multidirectional
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 as Annexure 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
(Listing Obligations and Disclosure Requirements) Regulations,
2015 forms an integral part of this Report. The requisite
certificate from M/s. Sakshi & Associates, Statutory Auditors of
the Company confirming compliance of conditions of corporate
governance is also annexed to the Corporate Governance
Report.

29. Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) and 134(5) of the Companies
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
the end of the financial year and of the profit and loss of
the Company for that period;

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

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

e. the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively, and

f. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

30. Disclosure under the sexual harassment of women
at workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has always believed in providing a safe and
harassment free workplace for every individual working in the
Company premises through various interventions and practices.
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 and redressal of complaints relating to sexual
harassment at workplace which is applicable to the company
as per the provisions of Sexual Harassment of Women at
Workplace (Prevention, prohibition and Redressal) Act, 2013.
The company has complied with the provisions relating to
the constitution of Internal Complaints Committee under
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 orders passed by the regulators

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) of the Companies Act, 2013.

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 continued co¬
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 : 9^th August, 2023 Chairman and Whole-time Director
Place : Noida DIN: 00312007