Key Event

The Board of Directors of Honda India Power Products Limited, at its meeting held on November 05, 2026, approved the amended Code of Conduct for Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information.

Document History

The Code was originally adopted on May 18, 2015, and revised on February 10, 2025, and November 05, 2026.

Key Definitions and Provisions

Designated Persons

The Code applies to:

  • Every Promoter
  • Director including Whole Time Director and Employee up to one level below the Board
  • Company and its Material Subsidiary(ies)
  • Every Employee designated as CEO and KMP
  • Every Employee designated as Assistant General Manager and above
  • Every Employee in Finance & Accounts, Secretarial & Legal, and IT departments
  • Immediate Relatives of all above persons

Unpublished Price Sensitive Information (UPSI)

Defined as information relating to the Company or its securities that is not generally available and likely to materially affect price, including:

  • Financial results
  • Dividends
  • Change in Capital Structure
  • Mergers, de-mergers, acquisitions, delistings, disposals
  • Changes in Key Managerial Personnel
  • Change in ratings (other than ESG)
  • Fund raising proposals
  • Agreements impacting management or control
  • Fraud or defaults by Company/promoters/directors
  • Insolvency resolution processes
  • Forensic audit initiation/reports
  • Regulatory actions against Company/directors
  • Litigation outcomes
  • Guarantees for third parties
  • Granting/withdrawal of key licenses

Compliance Officer Role

Company Secretary serves as Compliance Officer with responsibilities including:

  • Assisting employees with code clarifications
  • Monitoring, reviewing and approving Trading Plans
  • Regulating and monitoring Trading Window
  • Maintaining records of Designated Persons and their Immediate Relatives
  • Reporting to Board/Audit Committee at least once per financial year

Trading Restrictions

  • No insider shall trade when in possession of UPSI
  • Trading Window closed during:
  • Board meetings for financial results (from quarter end until 48 hours after results declaration)
  • Other Board meetings (from date finalization until 2nd trading day after decision communication)
  • Designated Persons must pre-clear trades exceeding 1,000 equity shares
  • No opposite transactions within 6 months
  • No derivative positions in company shares

Disclosure Requirements

  • Initial disclosure within 7 days of appointment as KMP/Director/Promoter group member
  • Continual disclosure within 2 trading days for transactions aggregating over ₹10 lakhs per calendar quarter
  • Company must disclose to stock exchanges within 2 trading days of receipt

Digital Database Maintenance

Company must maintain digital database with time stamping and audit trails containing:

  • Nature of UPSI
  • Names and PAN of persons with whom information shared
  • Names and PAN of Designated Persons and Immediate Relatives
  • Preservation for 8 years after relevant transactions completion

Whistle Blowing Mechanism

Employees can report UPSI leaks via email to President & CEO/Whole Time Directors

Company must conduct examination and follow Board/Audit Committee recommendations

Penalties for Violation

Company may impose sanctions including wage freeze, suspension, recovery of amounts

Recovered amounts remitted to SEBI Investor Protection and Education Fund

Does not preclude SEBI from taking separate action

Financial Impact

No specific financial impact quantified in the disclosure. The code establishes procedural and compliance frameworks rather than direct financial implications.

Effective Date

The amended code is effective from November 05, 2026, and is available on the company's website at www.hondaindiapower.com.