“ Code of Conduct” under the SEBI (Prohibition of Insider Trading) Regulations, 1992 as applicable to the Directors/Officers/Designated Employees and their relatives.

I. Defination

For the purpose of this Code of Conduct –

(a) “Act” - means the Securities & Exchange Board of India Act, 1992 ( 15 of 1992);

(b) “Board of Director” – means the Board of Directors of Honda Siel Power Products Limited

(c) “Body Corporate” – means a body corporate as defined under Section 2 of the Companies Act, 1956 (1 of 1956)

(d) “The Company” – means Honda Siel Power Products Limited

(e) “Compliance Officer” – The Officer appointed by the Board of Directors of the Company for the purpose of these regulations from time to time.

(f) “Connected Person” means any person who –

(i) is a Director, as defined in clause (13) of section 2 of the Companies Act, 1956 (1 of 1956) of a Company, or is deemed to be director of that Company by virtue of sub-clause (10) of section 307 of that Act, or

(ii) occupies the position as an officer or an employee of the Company or holds a position involving a professional or business relationship between himself and the Company whether temporary or permanent and who may reasonably be expected to have an access to unpublished price sensitive information in relation to that company;

Explanation: For the purpose of Clause (f) the words “Connected Person” shall mean any person who is a connected person six months prior to an act of Insider Trading.

(g) “Dealing in Securities” means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal or agent.

(h) ‘Dependents’ shall include the spouse, dependent children, dependent parents, dependent Brothers and sisters.

(i) “Designated Employees” shall include Officers comprising of top three tiers of the Company Management and all employees in the Finance & Accounts Department, Secretarial Department and Information Technology Department.

It is clarified that that all the General Managers, Deputy General Mangers, Assistant General Managers of the Company, all the employees of Finance & Accounts Department, Secretarial Department, Information Technology Department irrespective of their rank and all such officers of the Company who may be identified to be having access to Unpublished Price Sensitive Information, shall be “Designated Employees”.

(j) “Insider”

“Insider” means any person who,

(i) is or was connected with the Company or is deemed to have been connected with the Company, and is reasonably expected to have access to unpublished price sensitive information in respect of securities of a company, or

(ii) has received or has had access to such unpublished price sensitive information.

(k) “Insider Trading”

“Insider Trading” means buying or selling or dealing in the Company’s securities by a Director, member of management, an employee of the Company or by any other person such as Internal & Statutory Auditors, Advisor, analyst, consultant etc. who has knowledge of material, ‘Inside’ information not available to the general public.

(l) “Officer of a Company” means a person as defined in sub-section (30) of Section 2 of the Companies Act, 1956 including an Auditor of the Company.

(m) “Person deemed to be a connected person”

“Person is deemed to be a connected person” if such person –

(i) is a Company under the same management or group or any subsidiary company thereof within the meaning of section (1B) of section 370, or subsection (11) of section 372, of the Companies Act, 1956 (1 of 1956) or sub clause (g) of section 2 of the Monopolies and Restrictive Trade Practice Act, 1969 (54 of 1969) as the case may be; or

(ii) is an intermediary as specified in section 12 of the Act, investment Company, Trustee Company, Asset Management Company or an employee or director thereof or an official of a stock exchange or of clearing house or corporation;

(iii) is a merchant banker, share transfer agent, registrar to an issue, debenture trustee, broker, portfolio manager, Investment Advisor, sub-broker, Investment Company or an employee thereof, or, is a member of the Board of Trustees of a mutual fund or a member of the Board of Directors of the Asset Management Company of a mutual fund or is an employee thereof who have a fiduciary relationship with the Company;

(iv) is a member of the Board of Directors, or an employee, of a public financial institution as defined in section 4A of the Companies Act, 1956; or

(v) is an official or an employee of a self Regulatory Organisation recognised or authorised by the Board of a regulatory body; or

(vi) is a relative of any of the aforementioned persons;

(vii) is a banker of the Company;

(viii) relatives of the connected person; or

(ix) a concern, firm, trust, Hindu Undivided Family, Company, Association of Persons wherein any of the connected persons mentioned in sub clause (i) of clause (f) of this regulation or any of the persons mentioned in sub-clauses (vi), (vii) or (viii) of this clause have more than 10% of the holding or interest. 6

(n) “Price Sensitive Information”

“Price Sensitive Information” means any information which relates directly or indirectly to a Company and which if published is likely to materially affect the price of securities of Company;

The following shall be deemed to be price sensitive information

(i) Periodical financial results of the Company;

(ii) Intended declaration of dividends (both interim and final);

(iii) Issue of securities or buy-back of securities;

(iv) Any major expansion plans or execution of new projects;

(v) Amalgamation, mergers or takeovers;

(vi) Disposal of the whole or substantial part of the undertaking;

(vii) and significant changes in policies, plans or operations of the Company.

(o) “Regulations” means the SEBI (Prohibition of Insider Trading) Regulations 1992 as amended from time to time

(p) “Relative” means a person as defined in Section 6 of the Companies Act, 1956 (1 of 1956).

(q) “Securities” means Equity (Ordinary) shares or such other securities of the Company having voting rights.

(r) “Stock Exchange” means a Stock Exchange which is recognized by the Central Government (or Securities and Exchange Board of India) under Section 4 of Securities Contract (Regulation) Act, 1956 (42 of 1956).

(s) “Trading Window”

- The Company shall specify a trading period, to be called “Trading Window’’ for trading in the Company’s securities. The trading window shall be closed during the time the information referred to in the following paras is unpublished.

- The Trading Window shall be, inter alia, closed at the time of :-

(a) Declaration of financial Results (quarterly, half – yearly and annual)

(b) Declaration of Dividend (interim & final )

(c) Issue of securities by way of Public / Rights / Bonus

(d) Any major expansion plans or execution of new projects

(e) Amalgamation, mergers, takeovers and buy-back

(f) Disposal of whole or substantially whole of the undertaking

(g) Any changes in policies, plans or operations of the Company.

- The Trading Window will be opened 48 hours after the information referred to in above para is made public.

It is clarified that other than the period(s) for which the Trading Window is closed as prescribed hereinabove, the same shall remain open for Dealing in the securities of the Company.

(t) “Unpublished Information” means information, which is not published by the Company or its agents and is not specific in nature.

Explanation - Speculative Reports in print or electronic media shall not be considered as published information.

(u) “Working day” shall mean the working day when the regular trading is permitted on the concerned stock exchange where securities of the company are listed.

III. Duties of the Board of Directors

The Board of the Company shall –

• Set forth the policies relating to and oversee the implementation of the Code.

• Take on record the status reports prepared by the Compliance Officer detailing the dealing in Securities by the Directors/Officers/Designated Employees on a quarterly basis.

• Decide penal action in respect of violation of the Regulations / the code by any Director/Officer/Designated Employee.

IV. Role and duties of the Compliance Officer

1. Shall be subject to overall supervision of the Board of Directors.

2. Shall report to President & CEO of the Company.

3. To set forth policies, procedures, monitoring adherence to the rules for the preservation of “Price Sensitive Information”, monitoring the transactions whether pre-clearance of designated employees and their dependents’ trades are executed within one week and the implementation of the code of conduct.

4. To suggest any improvements required in the policies, procedures, etc. to ensure effective implementation of the code.

5. To maintain a record of all directors, officers and persons covered within the ambit of the term ‘designated employee’ and any changes in the same.

6. To assist all the employees in addressing any clarifications regarding the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Company’s code of conduct.

7. To maintain a list of all information termed as ‘price sensitive information’.

8. To keep records of periods specified as ‘Trading Window’.

9. To ensure that the ‘Trading Window’ is closed at the time of :

• Declaration of Financial results (Quarterly, half-yearly and annual).
• Declaration of dividends (Interim and final).
• Issue of securities by way of public/rights/bonus etc.
• Any major expansion plans or execution of new projects.
• Amalgamation, mergers, takeovers and buy-back.
• Disposal of whole or substantially whole of the undertaking.
• Any changes in policies, plans or operations of the Company.

10. To ensure that the closure of the trading window is duly intimated to all concerned.

11. To ensure that the trading window is opened 48 hours after the information mentioned in para 9 above is made public.

12. To ensure that trading restrictions are strictly observed and that all directors/officers/designated employees conduct all their dealings in the shares of the Company only in a valid trading window and do not deal in any transaction involving the purchase or sale of the Company’s shares during the period when trading window is closed, as specified in para 9 above or during any other period as may be decided by the Company from time to time.

13. To ensure that no sale of shares allotted on exercise of ESOPs is allowed when trading window is closed.

14. To procure initial disclosure of the number of shares or voting rights held by any person who is a director, officer, designated employee of the Company in the prescribed form within 2 working days of becoming a director, officer, designated employee of the Company (in Form B).

15. To inform all stock exchanges, on which the Company’s securities are listed, the information received as under within two working days of receipt:

A. When any person holding more than 5% shares or voting rights in the Company discloses to the Company (in Form A) the number of shares or voting rights held by him.

B. The initial disclosure (in Form B) of the number of shares or voting rights held by any person who is a director, officer, designated employee of the Company

C. When continual disclosure is received from any person disclosing the number of shares or voting rights held in the Company and changes therein, even if the shareholding falls below 5% since the last disclosure made, and such change exceeds 2% of the total shareholding or voting rights (in Form C).

D. Whenever disclosure is received from any person who is a director or officer of the Company regarding change in the total number of shares or voting rights held and change in shareholding or voting rights, if there has been a change in such holdings from the last disclosure made and the change exceeds Rs. 5 Lakh in value or 25,000 shares or 1% of the total shareholding or voting rights whichever is lower.

16. To process applications received for pre-clearance of transactions as per the procedures laid down.

17. To procure an undertaking in favour of the Company from persons applying for preclearance of transactions in the prescribed format.

18. To confirm whether the directors/officers/ designated employees execute their order in respect of shares of the Company within one week after the approval of pre-clearance is given. If not, the concerned person should seek pre-clearance once again.

19. To obtain an undertaking that a minimum holding period is observed by all directors/officers/designated employees who have traded under approval of preclearance.

20. To waive the requirement of holding period under specified circumstances.

21. To receive and maintain records of periodic and annual statement of holdings from directors/designated employees/officers and their relatives.

22. To maintain records of all the declarations in the appropriate form given by the directors/designated employees/officers for a minimum period of three years.

23. To place before President & CEO of the Company, on a monthly basis all the details of the dealings in the securities by employees & officers of the Company and the accompanying documents that such person had executed under the pre-clearance procedure.

24. To implement the punitive measures or disciplinary action prescribed for any violation or contravention of the code of conduct.

25. To inform the SEBI of any violation observed (within 7 days of knowledge thereof).

26. To send reports to Stock Exchanges as and when required.

27. To report to the Board of Directors at meeting of the Board provided there are reportable transactions.

28. To maintain the following registers, records, statement, undertaking etc. for a period of 3 (three) years from the date of filing thereof:

- Register of initial and continual disclosure

- Register of designated employees and changes therein

- Register for date of opening and closure of trading window

- Record of applications made for pre-clearance - Record of undertaking

- Record of cases waiving holding period during emergency

- Record of holding

- Record of periodical and annual statement

V. Code of Corporate Disclosure Practices for prevention of Insider Trading

Following norms to be followed as per Schedule 11 of Regulation 12(2) of the Regulations by the Company to ensure timely and adequate disclosure of price sensitive information:

1. To disseminate price sensitive information to stock exchanges on a continuous and immediate basis.

2. To improve investor access to their public announcements by supplementing information released to stock exchanges.

3. Compliance Officer to oversee, co-ordinate and ensure that the company complies with continuous disclosure requirements.

4. To lay down procedures for responding to any queries or requests for verification of market rumours by exchanges.

5. To make timely and adequate disclosure of shareholdings/ ownership by major shareholders and changes therein as provided under any regulations under the Act and the listing agreement.

6. To follow the guidelines hereunder for dealing with institutional investors and analysts:

a) To provide them only public information or simultaneously make such information public;

b) To record discussions with such persons and ensure that at least two company representatives are present at such meetings;

c) To take note of unanticipated questions and respond later, if the answer includes price sensitive information, a public announcement should be made before responding;

d) To make a press release or post relevant information on its web site after every meeting with analysts. Live webcasting of such meets may also be considered.

7. To ensure prompt disclosure to stock exchange(s) and facilitate use of dedicated internet website for continuous disclosure/dissemination.

VI. Responsibilities of Directors, Officers & Designated Employees

(i) Disclosure of Interest or holdings

Any person who is a director, officer or designated employee of a listed company shall disclose to the company in Form B the number of shares or voting rights held and positions taken in derivatives by such person and his dependents, within two working days of becoming a director, officer or designated employee of the company.”

(ii) Continual Disclosure

All the Directors, Officers and Designated Employees of Company shall disclose to the Company and the Stock exchanges where the Securities are listed, (in Form D) including that of their relatives, the total number of shares or voting rights held and change in shareholding or voting rights, if there has been change in such shareholding from last disclosure and such change exceeds Rs. 5 Lakh in value or 25,000 shares or 1% of the total shareholding or voting rights whichever is lower.

The disclosure shall be made within 2 working days of:

(a) the receipt of intimation of allotment of shares, or

(b) the acquisition or sale of shares or voting rights, as the case may be.

(iii) Preservation of “Price Sensitive Information”

- The Directors/Officers / Designated Employees shall maintain the confidentiality of all price sensitive information. Directors/ Officers / Designated Employees shall not pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of shares/securities.

- The Unpublished Price Sensitive Information should be handled on a ‘need to know’ basis and should be disclosed only to those within the Company who need 1 1 the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of information.

- Files containing confidential information shall be kept secure. Computer files to have adequate security of login and pass word etc.

- When the trading window is closed, the Directors/Officers/Designated Employees shall not trade in the Company’s shares in such period.

(iv) Reporting requirements for transactions in shares

All the Directors/ Officers/ Designated Employees of the Company shall be required to forward following details of their share transactions including statement of their dependent family members to the Compliance Officer:

(a) Details of securities held and position taken in derivatives in the Company by the person concerned and his dependents at the time of joining the Company.

(b) Monthly Statement of transactions in securities of the Company. If there is no transaction in a particular month, then “NIL” statement is not required to be submitted.

(c) Annual Statement of holdings in the securities of the Company within 30 days of the close of financial year.

VII. Responsibilities of the Company

(i) Disclosure by Company to Stock Exchange

The Company, within 2 working days of receipt, shall disclose to all stock exchanges on which the Company is listed, the information received from the Directors/Officers/Designated Employees.

The disclosure required under this regulation may also be made through electronic filing in accordance with the system devised by the Stock Exchange.

(ii) Dealing in securities of another Company

The company shall not deal in the securities of another company or associate of that other Company while in possession of any unpublished price sensitive information.

VIII. Pre-clearance of trades when Trading Window is open:

All Directors/Officer/Designated Employees of the Company and their dependents, intending to deal in the securities of the Company upto the limit fixed by the Board (5000 shares in one
calendar month) may do so without any clearance from the Compliance Officer. In other cases, they should follow the following procedure:

(1) Make an application to the Compliance Officer in the prescribed form for pre-clearance of the transaction, after the same exceeds the above threshhold limit, indicating the estimated
number of securities that the designated employee/officer/director / their dependents intends to deal in, the details as to the epository with which he has a security account, the details as to
the securities in such depository mode and such other details as may be required by the company in this behalf.

(2) An undertaking shall be executed in favour of the Company by such designated employee/ officer /director and their dependents incorporating, inter alia , the following clauses,
as may be applicable :

(a) That the employee / director / officer and their dependents does not have any access or has not received “Price Sensitive Information ’’ upto the time
of signing the undertaking.

(b) That in case the employee/ director and their dependents has access to or receives “Price Sensitive Information’’ after the signing of the Undertaking
but before the execution of the transaction he / she shall inform the compliance officer of the change in the position and that he / she would completely refrain from dealing in the shares of the Company till the time such information becomes public.

(c) That he / she has not contravened the code of conduct for Prevention of Insider Trading as notified by the Company from time to time.
(d) That he / she has made a full and true disclosure in the matter.

(3) Only after receiving the clearance, the transaction can be carried out.

(4) The execution of the order in respect of the security of the Company will have to be completed within one week of approval of pre-clearance failing which it will be required to be
cleared again.

(IX) Restriction on Insider

(1) No Insider shall –

(i) Either on his own behalf or on behalf of any other person, deal in securities of a Company listed on any stock exchange when in possession of any unpublished price sensitive information; or

(ii) Communicate or counsel or procure, directly or indirectly, any unpublished price sensitive information to any person who while in possession of such unpublished price sensitive information shall not deal in securities.

Such restriction shall not be applicable to any communication required in the ordinary course of business profession or employment or under any law.

(2) The Company shall not deal in the Security of another Company or associate of that other Company while in possession of any unpublished price sensitive information.

(X) Procedure and restriction of trading in the shares of the Company:-

The Directors/Officers/Designated Employees shall be subject to trading restrictions in the following manner:

Trading Window

The Trading Window will be closed before 15 days of the happening of the following events and shall remain closed up to next 48 hours after the publication of the price sensitive
information:

(a) Declaration of Financial Results (Quarterly, Half Yearly and Annual).

(b) Declaration of Dividends (Interim and Final).

(c) Issue of Securities by way of public/rights/bonus issue etc.

(d) Any major expansion plan or execution of new projects.

(e) Amalgamation, mergers, takeovers and buy back.

(f) Disposal of whole or substantially the whole of the undertaking.

(g) Any changes in policies, plans or operations of the Company.

Trading window may be further closed by the Company during such time in addition to the above period, as it may deem fit, from time to time.

The Directors / officers / designated employees and their dependents shall not trade in the Company’s securities when the trading window is closed. All dealings in the securities of the
Company should be conducted only in a valid trading window and no transaction involving the purchase or sale of the Company’s Securities shall be done during the periods when the trading
window is closed.

In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when
trading window is closed

Other Restrictions

(i) All directors/ officers/ designated employees who buy or sell any number of shares of the company shall not enter into an opposite transaction i.e. sell or buy any number of shares
during the next six months following the prior transaction. All directors/ officers/ designated employees shall also not take positions in derivative transactions in the shares of the company
at any time.

In the case of subscription in the primary market (initial public offers), the above mentioned entities shall hold their investments for a minimum period of 30 days. The holding period would commence when the securities are actually allotted.

(ii) In case the sale of securities is necessitated by personal emergency, the holding period may be waived by the Compliance Officer after recording in writing the reasons in this regard.

(XI) Requirements

Persons holding more than 5% shares or voting rights in the Company will have to forward the following details of their securities to the Compliance Officer:-

(a) Details of securities held in the Company by the person within 2 days of allotment/acquisition of shares of the Company.

(b) Monthly statement of transactions in securities of the Company where the change in such holding from the last disclosure exceeds 2% of shareholding/voting rights, in a month.

If there is no transaction in a particular month, then “NIL” statement is not required to be submitted.

(c) Annual statement of holdings in the Securities of the Company within 30 days of the close of Financial Year.

(XII) Penalty for contravention of Code of Conduct

The Directors/Officers/Designated Employees who trade in securities or communicate any information for trading in securities in contravention of the Code of Conduct prescribed by the Company may be penalised and appropriate action may be taken
against them by the Company after giving reasonable opportunity to them to explain their stand in the matter. They shall also be subject to disciplinary action including wage freeze, suspension, in-eligibility for future participation in ESOPs. (Employees
Stock Option Plans) etc.

In addition to the action taken by the Company, the persons violating these Regulations will also be subject to action by SEBI as per SEBI Act. In case of any violation, the Company shall inform the SEBI about the matter.

(XIII) Modification

The Board of Directors of the Company has power to suitably modify or replace this Code in part or full, as may be thought fit by them, from time to time.

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