HPL Electric & Power Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors have pleasure in presenting 33rd Annual Report of the Company together with the Audited Financial Statements for the
financial year ended 31st March, 2025.

1. Financial Highlights

The Company''s financial performance for the year ended 31st March, 2025 along with previous year''s figures are summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	168,440.50	142091.65	170,024.40	146,085 .81
Other Income	435.04	375.30	487.95	423.36
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	24108.85	18482.15	25953.11	19638.69
Less: Finance Cost	8536.09	8512.14	8972.32	8963.72
Less: Depreciation and amortization expenses	3,886.59	3523.04	4216.36	3865.03
Profit before Exceptional items and Tax	11,686.17	6446.97	12764.43	6809.94
Profit before tax	11,686.17	6446.97	12764.43	6809.94
Less: Tax Expenses	3,006.57	2320.99	3365.72	2447.40
Profit for the year	8,679.60	4125.98	9398.71	4362.54
Other comprehensive income for the year, net of tax	(41.32)	(237.33 )	(43.95)	(242.45)
Total comprehensive income for the year, net of tax Profit for the year attributable to	8638.28	3888.65	9354.76	4120.09
Equity holders of the parent Company	-	-	9376.93	4356.43
Non-controlling interest Total comprehensive income for the year attributable to	-	-	21.78	6.11
Equity holders of the parent Company	-	-	9333.06	4114.12
Non-controlling interest Earnings per Share (in Rs ) Not Annualized	-	-	21.70	5.97
Basis ( Rs )	13.50	6.42	14.58	6.78
Diluted ( Rs )	13.50	6.42	14.58	6.78

2. State of Company’s Affairs

Overview of Economic Context

The Indian economy remained resilient in FY 2024-25, continuing to be one of the fastest-growing economies globally. India''s real GDP
growth rate was 6.5%1 supported by strong domestic consumption despite the challenging global economic environment.

Performance Highlights

HPL Electric & Power Ltd. delivered a solid financial performance in FY 2024-25, driven by strong growth in the Metering & Systems
segment and improvements in the Return on Capital Employed (ROCE). The Company achieved a revenue increase of 16.39%, reaching
^1700.24 crore, up from ^1,460.86 crore in FY 2023-24. EBITDA also showed a substantial rise of 32.53%, amounting to ^254.65
crore, compared to ^192.15 crore in the previous year.

The momentum from previous years was sustained, with the company recording its highest-ever quarterly revenue of ^492.54 crore in
Q4 FY25, reflecting a 16.14% year-on-year increase from Q4 FY24, driven primarily by robust performance in the Metering, System &
Services segment.

1. With 6.5% GDP growth, India stands as the fastest growing major economy, PIB, July 06, 2025.

Segment-wise Performance

1. Metering, Systems & Services Segment

The Metering, Systems & Services segment experienced
significant growth, with revenue increasing by 26.16% to ^
1075.61 crore in FY25, up from ^ 852.58 crore in FY24. In Q4
FY25 alone, this segment saw a 22.74% increase in revenue,
reaching ^313.95 crore, compared to ^255.78 crore in Q4
FY24. HPL is well-positioned to capitalize on the expanding
opportunities in the smart meter market. The Company
anticipates continued strong demand in FY25, supported by
a growing order book and strategic investments in capacity
expansion and automation at its manufacturing facilities.

2. Consumer, Industrial & Services Segment

The Consumer, Industrial & Services segment generated
revenue of ^624.63 crore in FY25, marking a marginal growth
of 2.69% over FY24. During the FY25 Domestic, switch gear
segment grown by 16% and wires & cables grown by 24% on
year on year basis, however, the lighting product lines faced
challenges due to industry-wide value erosion driven by
technological changes, leading to a minor contraction in this
segment during Q4 FY25. HPL remains focused on driving
healthy growth in this segment through product innovation,
brand-building initiatives, and expanding distribution reach.

Order Book and Future Outlook

As of May 20, 2025, HPL''s order book stands strong at ^3,500
crore, providing solid revenue visibility for the upcoming
year. The Metering, System & Services contributes 99% of
the order book, with the Consumer, Industrial & Services
segment accounting for 01%. The Company is also strategically
expanding its export footprint, leveraging its diverse product
range and robust R&D capabilities to tap into new international
markets.

Looking ahead, HPL is optimistic about the significant
opportunities in the smart metering and consumer segments.
With a diverse product portfolio, cutting-edge technology, and
robust capacity, the company is well-equipped to harness these
opportunities, ensuring sustained growth and value creation
for its stakeholders.

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

As on 31st March, 2025, 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 2025
stood at Rs. 10,336.20 lakhs (P.Y. Rs. 8299.70 lakhs). Profit after
tax for the year stood at Rs. 764.13 lakhs (P.Y. Rs. 214.44 lakhs).

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

During the Financial Year ended 31st March, 2025, 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 31st March 2025, 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, 2025.

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 May 22, 2025
recommended a final dividend of Rs. 1 per equity share of Rs.
10 face value (10%) for the financial year ended 31st March,
2025 based on the parameters laid down in the Dividend
Distribution Policy of the Company, 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 September 22,
2025 the record date fixed for this purpose.

Further, pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(''SEBI Listing Regulations''), the Board of Directors of the
Company had formulated a Dividend Distribution Policy (''the
Policy'') which can be accessed at https://investor.hplindia.
com/photos/investor-pdf/HPL_Dividend_Distribution_
Policy_240524.pdf

10. Share Capital

As on March 31, 2025, the Authorised Share Capital of your
Company is Rs. 70,00,00,000/- comprising of 7,00,00,000
equity shares of Rs. 10/- each. and the paid-up equity share
capital of the Company is Rs. 64,30,04,860/- comprising
6,43,00,486 equity shares of Rs. 10/- each fully paid-up.

11. 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.

12. Details of Directors or Key Managerial Personnel
including those who were appointed or have resigned
during the year

During the financial year 2024-25, 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), Joint 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.

Mr. Lalit Seth (DIN:00312007), was re-appointed as the
Chairman and Whole Time Director of the Company for a period
of three years w.e.f. 21st January, 2025 by the shareholders
in Annual General Meeting held on September 30, 2024. The

prevailing term of Mr. Lalit Seth as Chairman and Whole Time
Director shall expire on 20th January, 2028.

Mr. Rishi Seth (DIN:00203469), was re-appointed as the
Managing Director of the Company for a period of three
years w.e.f. 21st January, 2025 by the shareholders in Annual
General Meeting held on September 30, 2024. The prevailing
term of Mr. Rishi Seth as Managing Director shall expire on
20th January, 2028.

Mr. Gautam Seth (DIN: 00203405), was re-appointed as the
Joint Managing Director of the Company for a period of three
years w.e.f. 21st January, 2025 by the shareholders in Annual
General Meeting held on September 30, 2024. The prevailing
term of Mr. Gautam Seth as Joint Managing Director shall
expire on 20th January, 2028.

Brief details of Mr. Gautam Seth, Directors being recommended
for appointment / re-appointment as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standards have been furnished in the
Notice of 33rd Annual General Meeting.

Mr. Hargovind Sachdev (DIN: 08105319) had been ceased
to be Director of the Company w.e.f. April 12, 2025 due to
completion of his second tenure as Independent Director

Further, the Board of Directors of the Company in its meeting
held on April 10, 2025 has appointed Mr. Ajit Sood (DIN:
08458007) as an Additional Directors to be designated as
Independent Director w.e.f. April 13, 2025 subject to the
approval of the Shareholders and subsequently, Shareholders
approved the appointment of Mr. Ajit Sood (DIN: 08458007)
as an Independent Director on July 02, 2025 by way of Postal
Ballot for a consecutive period of 5 years.

Mr. Ajit Sood is a person of integrity and possesses relevant
expertise and experience as required for the Industry in which
Company operate.

13. 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. Independent Directors
also confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties
with an objective independent judgment and without any
external influence.

14. 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.

15. 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 12th
February, 2025 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; and

(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.

16. 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

17. 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://investor.
hplindia.com/photos/investor-pdf/Annual-Return-2024-25.
pdf

18. 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.

19. 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.

20. Risk Management

Pursuant to Regulation 21 of the SEBI Listing Regulations, the
Company has constituted a Risk Management Committee, the
details of which are given in Corporate Governance Report.

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.

21. 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

22. 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 Social welfare; Education and
Health Care etc.

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.

23. 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 31st March, 2025 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
details of 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.

24. 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 30th
September 2022.

Statutory Auditors Report

The observations of the Statutory Auditors in its reports
on the standalone and consolidated financials are self¬
explanatory and therefore do not call for any further
comments.

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, 2025.

The Board of Directors of the Company, on the
recommendation made by the Audit Committee, in its
meetings held on August 13, 2025, 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 2025¬
26.

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 33rd Annual General Meeting.

The company has received the Cost Audit Report of the
company for the financial year ended 31st March, 2024
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 and rules made thereunder read with
Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time
to time, M/s. AVA Associates, Company Secretaries were
re-appointed as Secretarial Auditors of the Company to
conduct Secretarial Audit of the Company for the financial
year ended 31st March, 2025.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st
March, 2025 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.

The Board of Directors of the Company, on the recommendation
of the Audit Committee, in its meetings held on August 13, 2025
has re-appointed M/s. AVA Associates, Company Secretaries,
for a period of 5 consecutive years commencing from April 01,
2025 till March 31, 2030.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended
31st March, 2025 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, 2025 is available on the website of the Company at
https://investor.hplindia.com/photos/investor-pdf/Annual-
Secretarial-Compliance-Report.pdf

25. 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.

26. 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.

27. Research and Development

Driven by the continuous thrust of innovation, HPL have
been always committed to deliver next level of products,
Solutions 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, LV Panels, Solar, 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 Gurugram 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 Products are tested as per respective IEC Standards in third
party Labs like CPRI, ERDA, TUV, INTERTEK. We have approval
from Dekra -Netherlands for CB Certificate and KEMA for
multiple Product ranges 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, Changeovers, Isolators,
MCCBs, Fuses, MCBs etc to support Renewable energy
generation (e.g. Solar) policy, indigenous technology & product
development for ''Make in India'' drive. In line with the revamp
& reformations going on in distribution sector, HPL also offers
system based solutions best suited for distribution applications.

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 & Switchgear 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, Switchgear Products, Solar
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.

28. 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.

29. 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.

30. Business Responsibility and Sustainability Report

A detailed Business Responsibility and Sustainability Report in
terms of the provisions of Regulation 34 of the SEBI LODR is
available as a separate section in the Annual Report.

31. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 124(5) of the Companies
Act, 2013, all unpaid or unclaimed dividends for a period of
seven years are required to be transferred by the Company to
the Investor Education and Protection Fund (IEPF) established
by the Central Government.

The unclaimed dividends in respect of the Financial Year 2017¬
18 and the shares in respect of which dividend entitlements
remained unclaimed for seven consecutive years will be due
for transfer to the IEPF in the year 2025. Investors who have
not yet claimed these dividends are requested to contact the
Company or the RTA of the Company for any support required
in this regard. Members are requested to complete requisite
formalities for claiming their unpaid dividend(s), if any, to avoid
transfer of such shares to IEPF.

32. 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.

33. 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 neither received
nor disposed-off any complaint pertaining to sexual harassment.

Further, none of the complaints was pending for a period of
more than 90 days.

34. Statement with respect to compliance the provisions
of Maternity Benefit Act, 1961

During the period under review, Company has duly complied
with the applicable provisions of Maternity Benefit Act, 1961.

35. Significant/material orders passed by the regulators

There is 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.

36. 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.

37. 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.

38. 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.

39. 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.

40. 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.

41. 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 : August 13 ,2025 Chairman and Whole-time Director
Place : Kundli DIN: 00312007

---

Mar 31, 2024

The Directors have pleasure in presenting 32nd Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

1. Financial Highlights

The Company''s financial performance for the year ended 31st March, 2024 alongwith previous year''s figures is summarized below:

('' In Lakhs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	142091.65	121486.69	146,085 .81	126220.87
Other Income	375.30	322.03	423.36	356.31
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	18482.15	14862.69	19638.69	16043.1
Less: Finance Cost	8512.14	7090.89	8963.72	7537.91
Less: Depreciation and amortization expenses	3523.04	3496.42	3865.03	3836.41
Profit before Exceptional items and Tax	6446.97	4275.38	6809.94	4668.78
Profit before tax	6446.97	4275.38	6809.94	4668.78
Less: Tax Expenses	2320.99	1499.65	2447.40	1643.89
Profit for the year	4125.98	2775.73	4362.54	3024.89
Other comprehensive income for the year, net of tax	(237.33 )	(12.44)	(242.45)	(18.12)
Total comprehensive income for the year, net of tax	3888.65	2763.59	4120.09	3006.77
Profit for the year attributable to Equity holders of the parent Company			4356.43	3017.79
Non-controlling interest Total comprehensive income for the year attributable to	-	-	6.11	7.10
Equity holders of the parent Company	-	-	4114.12	2999.84
Non-controlling interest Earnings per Share (in '') Not Annualised	-	-	5.97	6.93
Basis ( '' )	6.42	4.32	6.78	4.69
Diluted ('')	6.42	4.32	6.78	4.69

2. State of Company’s Affairs

Overview of Economic Context

The Indian economy remained resilient in FY 2023-24, continuing to be one of the fastest-growing economies globally. India’s real GDP growth rate was 7.2%, supported by strong domestic consumption despite the challenging global economic environment.

Performance Highlights

HPL Electric & Power Ltd. delivered a solid financial performance in FY 2023-24, driven by strong growth in the

Metering, Systems & Services segment and improvements in the Return on Capital Employed (ROCE). The company achieved a revenue increase of 15.74%, reaching ''1,460.86 crore, up from ''1,262.21 crore in FY 2022-23. EBITDA also showed a substantial rise of 22.49%, amounting to ''192.15 crore, compared to ''156.87 crore in the previous year.

The momentum from previous years was sustained, with the company recording its highest-ever quarterly revenue of ''424.09 crore in Q4 FY24, reflecting a 17% year-on-year increase from Q4 FY23, driven primarily by robust performance in the Metering, Systems & Services segment.

Segment-wise Performance

1. Metering, Systems & Service Segment

The Metering, Systems & Service segment experienced significant growth, with revenue increasing by 27.25% to ''852.58 crore in FY24, up from ''670.03 crore in FY23. In Q4 FY24 alone, this segment saw a 33.49% increase in revenue, reaching ''255.78 crore, compared to ''191.61 crore in Q4 FY23. HPL is well-positioned to capitalize on the expanding opportunities in the smart meter market. The company anticipates continued strong demand in FY25, supported by a growing order book and strategic investments in capacity expansion and automation at its manufacturing facilities.

2. Consumer, Industrial & Service Segment

The Consumer, Industrial & Service segment generated revenue of ''608.28 crore in FY24, marking a marginal growth of 2.72% over FY23. The segment experienced steady growth in switchgear and wires & cables, with switchgear revenue up by 27.43% year-on-year. However, the lighting product lines faced challenges due to industry-wide value erosion driven by technological changes, leading to a minor contraction in this segment during Q4 FY24. HPL remains focused on driving healthy growth in this segment through product innovation, brand-building initiatives, and expanding distribution reach.

Order Book and Future Outlook

As of May 9, 2024, HPL''s order book stands strong at ''2,000 crore, providing solid revenue visibility for the upcoming year. The Metering, Systems & Services segment contributes 88% of the order book, with the Consumer, Industrial & Services segment accounting for 12%. The company is also strategically expanding its export footprint, leveraging its diverse product range and robust R&D capabilities to tap into new international markets.

Looking ahead, HPL is optimistic about the significant opportunities in the smart metering and consumer segments. With a diverse product portfolio, cutting-edge technology, and robust capacity, the company is well-equipped to harness these opportunities, ensuring sustained growth and value creation for its stakeholders.

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

As on 31st March, 2024, 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 2024 stood at '' 8299.70 lakhs (P.Y. '' 10742.09 lakhs). Profit after tax for the year stood at '' 214.44 lakhs (P.Y. '' 249.21 lakhs).

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

During the Financial Year ended 31st March, 2024, 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 31st March 2024, 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, 2024.

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 15th May, 2024 recommended a final dividend of '' 1 per equity share of '' 10 face value (10%) for the financial year ended 31st March, 2024, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The dividend would be payable to all those Shareholders whose names appear in the Register of Members as on 23rd September, 2024 the record date fixed for this purpose.

10. Share Capital

As on March 31,2024, the Authorised Share Capital of your Company is '' 70,00,00,000/- comprising of 7,00,00,000 equity shares of '' 10/- each. and the paid-up equity share capital of the Company is '' 64,30,04,860/- comprising 6,43,00,486 equity shares of '' 10/- each fully paid-up.

11. 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.

12. Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year

During the financial year 2023-24, 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. Rishi Seth (DIN:00203469), Managing Director 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.

Mr. Lalit Seth (DIN:00312007), was last appointed as the Chairman and Whole Time Director of the Company for a period of three years w.e.f. 21st January, 2022. The prevailing term of Mr. Lalit Seth as Chairman and Whole Time Director shall expire on 20th January, 2025.

Accordingly, the Board of Directors upon the recommendation of nomination and Remuneration, in its meeting held on 2nd September 2024 approved the reappointment of Mr. Lalit Seth as Chairman and Whole Time Director of the Company for a further period of three years w.e.f. 21st January 2025 to 20th January, 2028. The reappointment is subject to approval of the shareholders in the general meeting and the board recommends the same at the ensuing AGM.

Mr. Rishi Seth (DIN:00203469), was last appointed as the Managing Director of the Company for a period of three years w.e.f. 21st January, 2022. The prevailing term of Mr. Rishi Seth as Managing Director shall expire on 20th January, 2025.

Accordingly, the Board of Directors upon the recommendation of nomination and Remuneration, in its meeting held on 2nd September 2024 approved the re-appointment of Mr. Rishi Seth as Managing Director of the Company for a further period of three years w.e.f. 21st January 2025 to 20th January, 2028. The re-appointment is subject to approval of the shareholders in the general meeting and the board recommends the same at the ensuing AGM.

Mr. Gautam Seth (DIN:00203405), was last appointed as the Joint Managing Director of the Company for a period of three years w.e.f. 21st January, 2022. The prevailing term of Mr. Gautam Seth as Joint Managing Director shall expire on 20th January, 2025.

Accordingly, the Board of Directors upon the recommendation of nomination and Remuneration, in its meeting held on 2nd September 2024 approved the re-appointment of Mr. Gautam Seth as Joint Managing Director of the Company for a further period of three years w.e.f. 21st January 2025 to 20th January, 2028. The re-appointment is subject to approval of the shareholders in the general meeting and the board recommends the same at the ensuing AGM.

Brief details of the directors being recommended for appointment / re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards have been furnished in the Notice dated 2nd September 2024 convening the 32nd Annual General Meeting.

13. 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.

14. Number of meetings of the Board

During the year under report, 4 (Four) meetings of the Board were held, the details of which forms part of the Corporate Governance Report.

15. 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 14th February, 2024 without the attendance of nonindependent 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.

16. 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%20Remun eration%20 Policv.pdf

17. 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-Annual-Return-2023-24.pdf

18. 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.

19. 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-Policv. pdf

20. Risk Management

Pursuant to Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee, the details of which are given in Corporate Governance Report. 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.

21. 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

22. 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 Social welfare; Education and Health Care.

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.

23. 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 31st March, 2024 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. 41 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-Partv-Transactions-Policv.pdf and the Details of Related Party Transactions are annexed as per Form AOC-2 in Annexure III.

24. 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 30th September 2022.

Statutory Auditors Report

The observations of the Statutory Auditors in its reports on the standalone and consolidated financials are selfexplanatory and therefore do not call for any further comments.

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, 2024.

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 2024-25.

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 32nd Annual General Meeting.

The company has received the Cost Audit Report of the company for the financial year ended 31st March, 2023 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 31st March, 2024.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 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, 2024 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, 2024 is available on the website of the Company at https://www.hplindia.com/ photos/investor-pdf/Secretarial-Compliance-Report-2024. pdf

25. 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.

26. 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.

27. Research and Development

Driven by the continuous thrust of innovation, HPL have been always committed to deliver next level of products, Solutions 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 I EC 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, Changeovers,

Isolators, MCCBs, Fuses, MCBs etc to support Renewable energy generation (e.g. Solar) policy, indigenous technology & product development for ‘Make in India'' drive. In line with the revamp & reformations going on in distribution sector, HPL also offers system based solutions best suited for distribution applications.

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 & Switchgear 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.

28. 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.

29. 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.

30. Business Responsibility and Sustainability Report

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of the SEBI LODR is available as a separate section in the Annual Report.

31. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, all unpaid or unclaimed dividends for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The unclaimed dividends on equity shares paid in the year 2017 will be due for transfer to IEPF in the year 2024. Investors who have not yet claimed these dividends are requested to contact the Company or the RTA of the Company for any support required in this regard. Members are requested to complete requisite formalities for claiming their unpaid dividend(s), if any, to avoid transfer of such shares to IEPF.

32. 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.

33. 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.

34. 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.

35. 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.

36. 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.

37. 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.

38. 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.

39. 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.

40. 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.

---

Mar 31, 2023

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:

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	121486.69	1,00,427.98	126220.87	101395.47
Other Income	322.03	352.46	356.31	419.76
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	14862.69	11901.84	16043.1	12932.66
Less: Finance Cost	7090.89	6411.94	7537.91	6831.53
Less: Depreciation and amortization expenses	3496.42	4403.28	3836.41	4707.65
Profit before Exceptional items and Tax	4275.38	1086.62	4668.78	1393.48
Profit before tax	4275.38	1086.62	4668.78	1393.48
Less: Tax Expenses	1499.65	374.67	1643.89	613.02
Profit for the year	2775.73	711.95	3024.89	780.46
Other comprehensive income for the year, net of tax	(12.44)	(60.22)	(18.12)	(60.32)
Total comprehensive income for the year, net of tax	2763.59	651.73	3006.77	720.14
Profit for the year attributable to
Equity holders of the parent Company	-	-	3017.79	777.31
Non-controlling interest	-	-	7.10	3.15
Total comprehensive income for the year attributable to
Equity holders of the parent Company	-	-	2999.84	716.99
Non-controlling interest	-	-	6.93	3.15
Earnings per Share (in Rs ) Not Annualised
Basis ( Rs )	4.32	1.11	4.69	1.21
Diluted ( Rs )	4.32	1.11	4.69	1.21

2. State of 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

---

Mar 31, 2018

Dear Members

The Directors have pleasure in presenting 26^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended 31^st March, 2018 alongwith previous year’s figures is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	102,336.43	103,693.41	106,135.62	110,537.21
Other Income	381.57	452.28	442.78	541.89
Operating Profit before Finance Costs, Depreciation, Tax and Extraordinary items	10,055.27	11,353.55	11,429.79	12,931.36
Less: Finance Cost	4,615.67	6,209.18	5,101.83	6,793.83
Less: Depreciation and amortization expenses	2,137.00	2,321.01	2,279.04	2,445.54
Profit before Exceptional Expenses and Tax	3,302.60	2,823.36	4,048.92	3,691.99
Profit before tax	3,302.60	2,823.36	4,048.92	3,691.99
Less: Tax Expenses	1,020.56	812.43	1,291.16	1,098.53
Profit for the year	2,282.04	2,010.93	2,757.76	2,593.46
Other comprehensive income for the year, net of tax	(1.08)	(21.91)	(1.36)	(24.33)
Total comprehensive income for the year, net of tax Profit for the year attributable to	2,280.96	1,989.02	2,756.40	2,569.13
Equity holders of the parent Company	2,282.04	2,010.93	2,742.87	2,576.68
Non-controlling interest Total comprehensive income for the year attributable to	-	-	14.89	16.78
Equity holders of the parent Company	2,280.96	1,989.02	2,741.52	2,552.42
Non-controlling interest Earnings per Share (in Rs.) Not Annualised	-	-	14.88	16.71
Basis (Rs. )	3.55	3.63	4.27	4.65
Diluted (Rs. )	3.55	3.63	4.27	4.65

2. State of Company’s Affairs

The company has witnessed an improved financial performance in the fourth quarter driven by growth across all business segments. It has noted a very positive business trend marked by stronger H2 FY18 compared to H1 FY18. The H2 FY18 revenues were 33% higher compared to H1 FY18; strong growth was displaced across all segments with switchgear sales up 58%, Lighting up 32%, Metering up 27% and Wires & cables up 26%. On an absolute basis, H2 FY18 EBITDA and PAT grew by 23% and 42% respectively compared to H1 FY18. LED trade sales displayed growth on YoY basis, however overall lighting revenues declined due to high base effect of last year when we had executed some bulk LED sales.

The overall order book was up 43% on YoY basis to Rs. 531 crore, led by 67% growth in metering orders. This places the company in a very strong position with an improved revenue visibility in FY19. Further, tenders for over 7mn meters are currently being evaluated by a couple of states. It is to expect a double-digit growth in all business segments. Switchgear business shall continue to maintain current momentum driven by renewed management focus. Lighting business growth will be driven by improved LED trade sales and new LED products recently launched. The increased efforts on advertising & marketing front should help to generate healthy growth in the trade business across all segments, strengthening the HPL brand and product recall in the mind of the customers.

3. Subsidiaries/ Joint Ventures/ Associates

As on 31^st March, 2018, 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 and accordingly are not Associate Companies as per section 2(6) of the Companies Act, 2013.

The annual accounts of the subsidiary Company is available on the website of the Company i.e. www. hplindia.com.

A statement containing the salient features of the financial statement of a company’s subsidiary or subsidiaries, associate company or joint venture or ventures in Form AOC-1 is annexed as Annexure i.

4. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (“the Act”) and Ind AS 110 - Consolidated Financial Statement read with Ind AS - 28 Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statement is provided in this Annual Report.

5. Material Changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

6. Reserves

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

7. Dividend

The Directors are pleased to recommend a dividend of Rs. 1.00 per equity share (10%) for the financial year ended 31^st March, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The dividend distribution would results in cash outgo of Rs. 7,75,17,640 (including tax on dividend of Rs. 1,32,17,154). The dividend would be payable to all those Shareholders whose names appear in the Register of Members as on 20^th September, 2018.

8. Credit Rating

During the year under report, India Rating & Research Pvt. Ltd. has revised the company’s rating to IND A/ IND A1 with Stable outlook from IND A/IND A1 with positive Outlook.

9. 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.

10. Directors and Key Managerial Personnel and change therein

During the period under report, Mr. Virender Kumar Bajaj (DIN: 07401106), an Independent Director, ceased to be a director of the company w.e.f. 14^th January, 2018. The Board places on record its appreciation towards valuable contribution made by Mr. Virender Kumar Bajaj during his tenure as an Independent Director of the company.

The Board on the recommendation of the Nomination & Remuneration committee, by way of circulation, appointed Mr. Hargovind Sachdev (DIN: 08105319) as an Additional (Independent) Director w.e.f. 13^th April, 2018 to hold office upto the date of the ensuing Annual General Meeting. The company has received consent in writing from Mr. Hargovind Sachdev to act as director in the form DIR-2 and intimation in the Form DIR- 8 to the effect that he is not disqualified U/s 164 (2) of the companies Act, 2013 to act as Director.

In the opinion of the Board, Mr. Hargovind Sachdev is a person of integrity and possess relevant expertise and experience and therefore his appointment requires the approval of the members at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Vinod Ratan Gupta (DIN: 07401017), Whole- time Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations.

During the period under report, Mr. Neeraj Kumar ceased to be the Chief Financial Officer of the Company w.e.f 12^th August, 2017 and Mr. Sudhir Barik was appointed as the Chief Financial Officer of the Company w.e.f 14^th August, 2017.

Brief details of the directors being recommended for appointment/re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been furnished in the Notice dated 2^nd August, 2018 convening the 26^th Annual General Meeting. Appropriate resolutions for their appointment/re-appointment are proposed for approval of the members at the Annual General Meeting.

11. Number of meetings of the Board

During the period under report, the Board of Directors of the Company met 4 (Four) times on 22^nd May, 2017; 14^th August, 2017; 14^th November, 2017 and 12^th February, 2018. Particulars of attendance of each director are mentioned in the Corporate Governance Report.

12. Formal Annual Evaluation

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 performance of the Board; its committees and individual directors were evaluated by the Board.

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 performance of the committees were 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.

The performance evaluation of all the individual directors including the Independent 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 etc. Therefore the outcome of the performance evaluation for the period under report, was satisfactory and reflect how well the directors, board and committees are carrying their respective activities.

The independent directors in its separate meeting 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) assess 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.

13. Policy on Appointment and Remuneration of Directors and Key Managerial Personnel and other employees

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and Regulation 19(4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Specified in Part D of the Schedule II).

The detailed Nomination & Remuneration Policy is annexed as Annexure ii and forms part of this Report and is also available on the website of the Company at www.hplindia.com.

14. Extract of Annual Return

The extract of Annual Return in Form MGT-9 is annexed as Annexure iii.

15. Listing

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. and BSE Limited. The listing fee for the financial year 2018-19 has been paid to both the Stock Exchanges.

16. 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.

17. Vigil mechanism

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, 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 provided 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 i.e. www.hplindia.com.

18. Risk Management

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 risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

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

19. 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 which is available on the website of the company i.e. www.hplindia.com.

20. 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 Corporate Social Responsibility committee comprises of Mrs. Madhu Bala Nath as Chairperson, Mr. Lalit Seth, Mr. Rishi Seth and Mr. Jainul Haque as members of the committee.

The company discharges its CSR obligations by making contribution through its Trust, Seth Inder Narain Foundation towards supporting projects in Eradicating hunger, poverty and malnutrition promoting health care; promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. The company also extends its objective towards CSR in supporting the rural development projects.

The Board of Directors have approved the CSR Policy of the Company as formulated and recommended by the CSR Committee which is available on the website of the Company i.e. www.hplindia.com. A report on Corporate Social Responsibility is annexed as Annexure IV.

21. Particulars of Contracts or Arrangements with related Parties

All 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, 2018 were in the ordinary course of business and at arm’s length basis. As per the provisions of Section 188 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 approval of the Audit Committee for such transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, they synchronize and synergies with the Company’s operations.

The Company has framed a Policy on Related Party Transactions in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the amended provisions of the Companies Act, 2013. 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 i.e. www.hplindia.com and the Details of Related Party Transactions are annexed as per Form AOC-2 in Annexure V.

22. Auditors

A) Statutory Auditors

As per the provisions of Section 139(1) of the Act, the Company has appointed M/s. Kharabanda Associates, Chartered Accountants (Regn. No. 003456N) as Statutory Auditors for a period of 5 (Five) years in the Annual General Meeting of the company held on 28^th September, 2017.

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.

B) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and other applicable provision of the Act, 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 and M/s Bikram Jain & Associates, Cost Accountants, (Firm Registration No. 101610) has been re-appointed as Cost Auditor of the Company to conduct audit of Cost Records maintained by the Company for the financial year 2018-19.

The company has received his consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 to this effect.

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 26^th Annual General Meeting.

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 has been re-appointed as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year 2018-19.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2017-18 as submitted by Secretarial Auditors in Form MR-3 is annexed to this Report as Annexure Vi.

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.

23. Particulars of Loans, Guarantees or investments

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.

24. 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 Vii to this report.

25. Research and Development:

HPL with its passion for innovation has under taken many initiatives to accelerate the business growth curve in the upward direction. Company has been regularly investing in infrastructure and its R&D centers to make world class products, meeting stringent Quality standards. All the R&D labs in various units have been focusing on design and development of innovative products in the field of Switchgear, Lighting and Metering etc. to meet the growing technological challenges of the times.

During the year, two new products were developed, viz. Automatic Transfer Switch(40~125A) & Double Break type MCCB(up to 250A). ATS (40~125A) was successfully developed and commercialized too during the FY 2017-18. Double Break type MCCB (up to 250A) is in the tooling stage after successful development of prototypes. Once fully tested and productionized, it will cater to a whole new range of requirements. The products are user friendly from application point of view, safe & maintenance free. As such, these products were “Star of attraction” in HPL stall during Elecrama’18 exhibition held this year. The R&D team has been continuously working on improving the reliability and life cycle of HPL products. Most of the products are “CE” marked. All the plants are RoHS compliant to meet the demands of the new era of business globally.

Timely delivery of new products under development is of primary focus of R&D department. It works on a cohesive approach to narrow the gap between Design and Manufacturing by investing money in 3D model prototypes before commencing tool manufacturing. This saves a lot of time, energy and money while developing new products thereby increasing the efficiency of the company.

Company is continuously working on many more smart engineering electrical products to meet the future demand.

26. 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 Viii to this report.

27. 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 Company has also implemented several best corporate governance practices as prevalent globally. 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. Kharabanda Associates, Statutory Auditors of the Company confirming compliance of conditions of corporate governance is also annexed to the Corporate Governance Report.

28. 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 alongwith 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 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 this Act 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.

29. 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 of sexual harassment at workplace which is applicable to all employees of the company as per the provisions of Sexual Harassment of woman at work place (Prevention, prohibition and Redressal) Act, 2013.

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

30. 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.

31. Internal Control Systems and adequacy of internal Financial Controls

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.

32. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under report, as stipulated under the Companies Act, 2013 and 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.

33. 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.

34. Disclosure of commission paid to managing or whole time directors

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

35. 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: 2^nd August, 2018 Chairman and Managing Director

Place: Noida DIN: 00312007

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Mar 31, 2016

BOARD’S REPORT

Dear Members

The Directors have pleasure in presenting the 24^th Annual Report of your Company together with the Audited financial Statements for the financial year ended 31^st March, 2016.

1. Financial Highlights

The financial performance of your Company for the year ended 31^st March, 2016 is summarized below:

Particulars	Amount (Rs	in Lacs) on Standalone basis)
	FY 2015-16	FY 2014-15
Net Sales	111526.25	104511.16
Other Income	485.56	472.06
Total Revenue	112011.81	104983.22
Total Expenditure	107129.79	100626.85
Profit before tax	4882.02	4356.36
Provision for tax	1177.78	920.13
Profit after tax	3704.24	3436.24
EPS (Basic & Diluted) (Rs.)	7.98	7.40
Proposed Dividend	46.23	18.57
Transfer to Reserve	150.00	150.00
Paid-up Share Capital	4642.92	1857.18
Reserves and Surplus (excluding revaluation reserve)	30885.14	30022.53

2. Year in Retrospect

During the year under review, total income of the Company was Rs. 112011.81 Lacs as against Rs. 104983.22 Lacs in the previous year. The Company was able to earn a profit after tax of Rs. 3704.24 Lacs in the current financial year as against a profit after tax of Rs 3436.24 Lacs in the financial year 2014-15. Your Directors are putting in their best efforts to improve the performance of the Company.

3. Proposed Initial Public Offer (IPO)

The Company has filed a Draft Red Herring Prospectus (DRHP) with the Securities & Exchange Board of India (SEBI), BSE Limited (BSE) and National Stock Exchange of India Ltd (NSE) for proposed IPO by the Company. The Company has already obtained the in-principle approval of BSE & NSE and also obtained the observation letter from SEBI for the proposed IPO.

4. Dividend

Your Directors are pleased to recommend a dividend of Re. 0.10 per equity share (1%) for the financial year ended March, 31, 2016, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

5. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2015-16 and the previous year (on Standalone Basis) are as follows:

(Rs. In Lacs)

Particulars	FY 2015-16	FY 2014-15
General Reserve	2571.31	2421.31
Security Premium	4771.41	7557.16
Profit & Loss A/C (Cr.)	23542.42	20044.06
Total	30885.14	30022.53

6. Public deposits

During the financial year 2015-16, your 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.

. 7. Material Changes after the close of the financial year

Save as mentioned elsewhere in the report no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company - 31^st March, 2016 till the date of this report.

8. Subsidiaries/Joint Ventures/Associates

As on 31st March 2016, the Company is having 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 and accordingly are not Associate Companies as per section 2(6) of the Companies Act, 2013.

The Company did not have any Subsidiary Company as on 31^st March 2016. A statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or joint venture or ventures in Form AOC-1 is Enclosed as Annexure-I.

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year: Nil

After the close of the financial year, company’s investment in the Debentures subscribed in Himachal Energy Private Limited was converted into equity shares '' and post conversion of 1,50,00,000 (one crore fifty lacs) debenture held by the Company in Himachal Energy Private Limited, the Company now hold 97.15% of the total equity share capital of Himachal Energy Private Limited. Accordingly, Himachal Energy Private Limited has become subsidiary of the Company. Himachal Energy Private Limited is engaged in the business of manufacturing of energy meters, kilowatt meters, trajectory and multifunction meters and other related activities.

9. Change in the nature of business

There has been no major change in the nature of business of your Company. Further since there is no subsidiary, joint venture and associate company, there is no question for mentioning of change in nature of business of such companies.

10. Directors and Key Managerial Personnel and change therein

During the year under review, Mr. Lalit Seth was appointed as the Chairman & Managing Director of the Company. Mr. Rishi Seth and Mr. Gautam Seth were appointed as Joint Managing Directors. Mr. Chandra Prakash Jain and Mr. Vinod Ratan were appointed as Whole Time Directors. Further, the Company appointed Mr. Jatinder Singh Sabharwal, Mrs. Madhu Bala Nath, Mr. Tarun Sehgal, Mr.

Jainul Haque and Mr. Virender Kumar Bajaj as Independent Directors of the Company.

The Company has ten directors with an Executive Chairman. Out of ten directors five are independent directors including one woman Director and five are Executive directors.

As per Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Rishi Seth (DIN 00203469) Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Lalit Seth, Chairman and Managing Director (CMD), Mr. Rishi Seth, Joint Managing Director (JMD), Mr. Gautam Seth, Joint Managing Director (JMD), Mr. Chandra Prakash Jain, Whole Time Director, Mr. Vinod Ratan, Whole time Director and CFO and Mr. Vivek Kumar, Company Secretary of the Company are the Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Companies Act, 2013 and rules made there under.

The details of the change in the Directors and KMPs during the year under review are as below:

S.N.	Name	Designation	Reason	Date of appointment
1.	Mr. Lalit Seth	Chairman and Managing Director	Appointment	January 21, 2016
2.	Mr. Rishi Seth	Joint Managing Director	Appointment	January 21, 2016
3.	Mr. Gautam Seth	Joint Managing Director	Appointment	January 21, 2016
4.	Mr. Chandra Prakash Jain	Whole Time Director	Appointment	January 21, 2016
5.	Mr. Vinod Ratan	Whole Time Director and Chief Financial Officer	Appointment	January 21, 2016
6.	Mr. Jatinder Singh Sabharwal	Independent Director	Appointment	January 14, 2016
7.	Mrs. Madhu Bala Nath	Independent Director	Appointment	January 14, 2016
8.	Mr. Tarun Sehgal	Independent Director	Appointment	January 14,

				2016
9.	Mr. Jainul Haque	Independent Director	Appointment	January 14, 2016
10.	Mr. Virender Kumar Bajaj	Independent Director	Appointment	January 14, 2016
11.	Mr. Vivek Kumar	Company Secretary	Appointment	July 02, 2015
12.	Mr. Manoj Kumar Mishra	Company Secretary	Resignation	April 30, 2015

11. Declaration of Independency

All the Independent Directors of the Company have given their declaration that they continue to meet all the criteria as specified under Section 149(6) of the Companies Act, 2013 in respect of their position as an “Independent Director” in the Company

12. Disclosure of commission paid to managing or whole time directors

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

13. Number of meetings of the Board of Directors

The details of the number of Board’s meetings of your Company are as below:

Date of Board Meeting	No. of Director present	Name of Directors present
10.04.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
13.04.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
17.04.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
22.04.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
04.05.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
21.05.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
28.05.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
06.06.2015	3	Mr. Lalit Seth, Mr. Rishi Seth

02.07.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
11.07.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
20.07.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
28.07.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
05.08.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
27.08.2015	3	Mr. Lalit Seth, Mr. Rishi Seth, Mr. Gautam Seth and Mr. Chandra Prakash Jain
02.09.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
15.09.2015	4	Mr. Lalit Seth, Mr. Rishi Seth, Mr. Gautam Seth and Mr. Chandra Prakash Jain
24.09.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
05.10.2015	4	Mr. Lalit Seth, Mr. Rishi Seth, Mr. Gautam Seth and Mr. Chandra Prakash Jain
08.10.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
10.10.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
27.10.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
05.11.2015	4	Mr. Lalit Seth, Mr. Rishi Seth, Mr. Gautam Seth and Mr. Chandra Prakash Jain
16.11.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
10.12.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
14.12.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth

15.12.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
24.12.2015	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
11.01.2016	3	Mr. Lalit Seth, Mr. Rishi Seth and Mr. Gautam Seth
21.01.2016	10	Mr. Lalit Seth, Mr. Rishi Seth, Mr. Gautam Seth, Mr. C.P Jain, Mr. Vinod Ratan, Mr. J.S. Sabharwal, Mr. Tarun Sehgal, Mrs. Madhu Bala Nath, Mr. Jainul Haque and Mr. V.K. Bajaj
04.02.2016	10	Mr. Lalit Seth, Mr. Rishi Seth, Mr. Gautam Seth, Mr. C.P Jain, Mr. Vinod Ratan, Mr. J.S. Sabharwal, Mr. Tarun Sehgal, Mrs. Madhu Bala Nath, Mr. Jainul Haque and Mr. V.K. Bajaj

14. Committee of Board of Directors

The Board of Directors of the Company has constituted the following committees:

(a) Corporate Social Responsibility Committee

(b) Nomination & Remuneration Committee

(c) Audit Committee

(d) Stakeholder’s Relationship Committee

(e) IPO Committee

The terms of reference of the aforesaid Committee are set-out as Annexure-II to this Board’s Report.

a. CSR Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social responsibility Policy) Rule, 2014 the composition of the Corporate Social responsibility Committee (CSR Committee) is as under:

SI. No.	Name of the Directors	Category
1	Mr. Lalit Seth	Chairman
2.	Mr. Rishi Seth	Director
3	Ms. Madhu Bala Nath	Independent Director
4	Mr. Jainul Haque	Independent Director

Mr. Vivek Kumar, Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee.

The details of the number of meetings held during the year under review of the CSR Committee of your Company are as below:

Date of Meeting	No. of Director present	Name of Directors present
21.01.2016	4	Mr. Lalit Seth, Mr. Rishi Seth, Mrs. Madhu Bala Nath and Mr. Jainul Haque

b. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the Rules framed thereunder, the composition of the Nomination and Remuneration Committee is as under:

SI. No.	Name of the Directors	Category
1	Mr. Jatinder Singh Sabharwal	Independent Director (Chairman)
2.	Mr. Tarun Sehgal	Independent Director
3.	Ms. Madhu Bala Nath	Independent Director

The details of the number of meetings held during the year under review of the Nomination and Remuneration Committee of your Company are as below:

Date of Meeting	No. of Director present	Name of Directors present
21.01.2016	3	Mr. J. S. Sabharwal, Mr. Tarun Sehgal and Mrs. Madhu Bala Nath

c. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, the composition of the Audit Committee is as under:

SI. No.	Name of the Directors	Category
1	Mr. Tarun Sehgal	Independent Director (Chairman)
2.	Mr. V. K. Bajaj	Independent Director (Member)
3	Mr. J. S. Sabharwal	Independent Director (Member)
4	Mr. Gautam Seth	Executive Director

Mr. Vivek Kumar, Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee.

The Audit Committee was constituted on 21^st January, 2016 and during the year under review there was no audit committee meeting held.

d. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rule framed there under the composition of the Stakeholders Relationship Committee is as under:

SI. No.	Name of the Directors	Category
1	Mr. V. K. Bajaj	Independent Director (Chairman)
2.	Mr. Rishi Seth	Director
3	Mr. Gautam Seth	Director
4	Mr. V. R. Gupta	Director

The Stakeholders Relationship Committee was constituted on 21^st January, 2016 and during the year under review there was no Stakeholders Relationship Committee meeting held.

e. IPO Committee

The Company has constituted an IPO Committee with the following composition:

SI. No.	Name of the Directors	Category
1	Mr. Lalit Seth	Chairman & Managing Director

2.	Mr. Rishi Seth	Joint Managing Director
3	Mr. Gautam Seth	Joint Managing Director
4	Mr. Vinod Ratan	Whole Time Director

The details of the number of meetings held during the year under review of the IPO Committee of your Company are as below:

Date of Meeting	No. of Director present	Name of Directors present
25.02.2016	4	Mr. Lalit Seth, Mr. Rishi Seth, Mr. Gautam Seth and Mr. Vinod Ratan

15. Conservation of Energy, Technology Absorption- To be Finalized

The information on conservation of energy and technology absorption 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-IIL

16. Related Party Transactions

Details of Related Party Transactions as per AOC-2 are provided in Annexure-IV.

17. Loans and investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company as on 31st March, 2016: As per the details in the audited annual financial statement.

B. Details of loans given by the Company as on 31st March, 2016: As per the details in the audited annual financial statement.

C. Details of guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under: Nil

18. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in Annexure-V.

19. Corporate Social Responsibility(CSR)

In terms of Section 135 of the Companies Act 2013, the provisions related to the Corporate Social Responsibility are applicable on the Company. A report on Corporate Social Responsibility is enclosed in Annexure-VI.

20. Particulars of remuneration of Directors/ KMP/Employees

. Details as per Section 197 of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure-

.

The Nomination and Remuneration Policy of the Company is enclosed and set out as Annexure-VIII.

21. Employees Stock Option Scheme:

Board of Directors and members of the Company has recommended an Employees Stock Option Scheme in the Company for the benefit of the Employees (referred as HPL Employees Stock Option Scheme 2016 (HPL ESOS 2016/ Scheme) to reward the eligible employees for their contribution to the success of the Company and to provide an incentive to continue contributing to the success of the Company. It is envisaged that the Scheme is to attract, reward, motivate and retain its employees '' for high levels of individual performance which will ultimately contribute to the success of the Company.

The relevant particulars relating to HPL ESOS 2016, in terms of Rule 12 of the Companies (Share Capital & Debentures) Rules, 2014 are as below:

(a)	Options Granted	Nil
(b)	Options Vested	Nil
(c)	Options Exercised	Nil
(d)	Total number of shares arising as a result	Nil

	of exercise of option
(e)	Options Lapsed	Nil
(f)	Exercise Price	N.A.
(g)	Variation in the terms of Options	Nil
(h)	Money realized by exercise of options	Nil
(i)	Total number of options in force	Nil
(i)	Employee wise details of options granted to
	(i) Key managerial personnel	Nil
	(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year	Nil
	(iii) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil

22. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Companies Act, a vigil mechanism was established 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 or ethics policy.

23. Auditors and auditors’ report:

The Board, in terms of Section 139 of the Act, M/s. Sahni Mehra & Co., Chartered Accountants has been appointed as the statutory auditors of the Company till the conclusion of the AGM to be held in the year 2017. In terms of the provisions of the Companies Act, 2013, it is proposed to ratify the appointment of M/s. Sahni Mehra & Co. in the ensuing AGM.

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 Auditor''s Report are self-explanatory.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

25. Risk management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

26. Cost Records and Cost Audit Report

Your Board of Directors has re-appointed M/s. Bikram Jain & Associates, Cost Accountants, (Firm Registration No. 101610) as Cost Auditor of the Company to conduct audit of Cost Records maintained by the Company for the financial year 2016-17 in accordance with Section 148 and the Companies (Cost Records and Audit) Rules, 2014 after obtaining his consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

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 24^th Annual General Meeting.

27. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules framed there under, M/s. AVA Associates, were appointed as the secretarial Auditors of the company to carry out the secretarial audit for the year ending 31^st March 2016.

28. Secretarial Auditors Report

A secretarial Auditors Report given by the Secretarial Auditors in the Form No. MR-3 is annexed with this report as Annexure - IX,

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.

29. 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 your Company and its operations in future.

30. 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 for the financial year ended 31^st March, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2016 and of the profit and loss of the Company for the financial year ended 31^st March, 2016;

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a ‘going concern’ basis; and

e. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in HPL Electric & Power Limited 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 of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is Internal Complaint Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate office as well as at site locations.

During the year ended 31^st March, 2016, the ICC has not received any complaints pertaining to sexual harassment.

32. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, 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

LalitSeth

Date: 4^th June, 2016 Chairman and Managing Director

Place: Gurgaon DIN: 00312007