Shareholders meeting

Honeywe I Honeywell Automation India Limited CIN: L29299PN1984PLC017951 Regd. Office: 56 & 57, Hadapsar Industrial Estate, Pune - 411 013, Maharashtra Tel: +91 20 7114 8888 E-mail: India.Communications@Honeywell.com Website: https://www.honeywell.com/in/en/hail July 7, 2026 The Manager – Compliance Department The Manager – Compliance Department National Stock Exchange of India Limited BSE Limited ‘Exchange Plaza’ Bandra Kurla Complex, Floor 25, P.J. Tower, Dalal Street Bandra (East) Mumbai 400051 Mumbai 400001 NSE Symbol: HONAUT BSE Scrip Code: 517174 Dear Sir/Madam, Sub: Notice of the 42nd Annual General Meeting of Honeywell Automation India Limited (the Company) for FY 2025-26 Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Notice along with Explanatory Statement of the 42nd Annual General Meeting of the Company to be held on Wednesday, July 29, 2026, at 4.00 p.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The said Notice forms part of the Annual Report FY 2025-26. The Annual Report for FY 2025-26 is being made available on the website of the Company at https://www.honeywell.com/in/en/hail. The above is for your information and record. Yours Sincerely, For Honeywell Automation India Limited Indu Daryani Company Secretary and Compliance Officer FCS No. 9059 Address: 56 & 57, Hadapsar Industrial Estate, Pune - 411 013 Honeywell Notice of AGM NOTICE is hereby given that the 42nd Annual General 5. Material Related Party Transactions of the Company Meeting of Honeywell Automation India Limited will with Honeywell International Inc., Ultimate Holding be held on Wednesday, July 29, 2026 at 4.00 p.m. (IST) Company through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: ORDINARY BUSINESS: “RESOLVED THAT pursuant to the provisions of 1. To receive, consider and adopt the Audited Financial Regulations 2(1)(zc), 23 and other applicable provisions, Statements of the Company for the Financial Year if any, of the Securities and Exchange Board of India ended March 31, 2026, together with the Reports of the (Listing Obligations and Disclosure Requirements) Board of Directors and the Auditors thereon. Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, Section 2(76) and other 2. To declare a Final Dividend of `110/- (Rupees One applicable provisions of the Companies Act, 2013 Hundred and Ten Only) per equity share for the Financial (“Act”) read with the Rules framed thereunder [including Year 2025-26. any statutory modification(s) or re-enactment(s) thereof for the time being in force], other applicable 3. To appoint a director in place of Mr. Ashish Kumar Modi laws / statutory provisions, if any, the Company’s Policy (DIN: 07680512), who retires by rotation and being on Material Related Party Transactions and based on eligible, offers himself for re-appointment. the recommendation of the Audit Committee, consent of the Members of the Company be and is hereby SPECIAL BUSINESS: accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term 4. Commission payable to Dr. Ganesh Natarajan (DIN: shall be deemed to include the Audit Committee or 00176393), Independent Director, Non-Executive any other Committee constituted/ empowered / Chairman – Board to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) for To consider and, if thought fit, to pass the following the Material Related Party Transaction(s)/ Contract(s)/ Resolution as a Special Resolution: Arrangement(s) / Agreement(s) entered into / proposed “RESOLVED THAT pursuant to the provisions of to be entered into (whether by way of an individual Section 197 and other applicable provisions, if any, transaction or transactions taken together or a series of the Companies Act, 2013 (“Act”) [including any of transactions or otherwise), as mentioned in detail in statutory modification(s) or re-enactment(s) thereof for the Explanatory Statement annexed herewith, between the time being in force], Regulation 17(6)(ca) and other the Company and Honeywell International Inc. (“HII”), applicable provisions of the Securities and Exchange the Ultimate Holding Company and accordingly a Board of India (Listing Obligations and Disclosure “Related Party” of the Company, on such terms and Requirements) Regulations, 2015 as amended from conditions as may be mutually agreed between the time to time, and based on the recommendation of the Company and HII, for an aggregate value not exceeding Nomination and Remuneration Committee, consent `9,500 Million during the Financial Year 2026-27, of the shareholders of the Company be and is hereby provided that such transaction(s) / contract(s) / accorded for payment of remuneration in the form of arrangement(s) / agreement(s) is / are carried out at an commission to Dr. Ganesh Natarajan (DIN: 00176393) arm’s length pricing basis and in the ordinary course of Independent Director, Non-Executive Chairman-Board, business. for Financial Year 2025-26, being an amount exceeding RESOLVED FURTHER THAT the Board be and is hereby fifty percent of the total annual remuneration payable authorized to do and perform all such acts, deeds, to all the Non-Executive Directors of the Company for matters and things, as may be necessary, including Financial Year 2025-26.” but not limited to, finalizing the terms and conditions, Annual Report FY 2025-26 | Honeywell Automation India Limited 9 AGM NOTICE methods and modes in respect of executing necessary and accordingly a “Related Party” of the Company, on documents, including contract(s) / arrangement(s)/ such terms and conditions as may be mutually agreed agreement(s) and other ancillary documents; seeking between the Company and HMIL, for an aggregate necessary approvals from the authorities; settling value not exceeding `7,700 Million during the Financial all such issues, questions, difficulties or doubts Year 2026-27, provided that such transaction(s) / whatsoever that may arise and to take all such decisions contract(s) / arrangement(s) / agreement(s) is / are from powers herein conferred; and delegate all or any carried out at an arm’s length pricing basis and in the of the powers herein conferred to any Director, Chief ordinary course of business. Financial Officer, Company Secretary or any other Officer / Authorised Representative of the Company, RESOLVED FURTHER THAT the Board be and is hereby without being required to seek further consent from authorized to do and perform all such acts, deeds, the Members and that the Members shall be deemed matters and things, as may be necessary, including to have accorded their consent thereto expressly by the but not limited to, finalizing the terms and conditions, authority of this Resolution. methods and modes in respect of executing necessary documents, including contract(s) / arrangement(s)/ RESOLVED FURTHER THAT all actions taken by agreement(s) and other ancillary documents; seeking the Board in connection with any matter referred to necessary approvals from the authorities; settling or contemplated in this Resolution, be and is hereby all such issues, questions, difficulties or doubts approved, ratified and confirmed in all respects.” whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any 6. Material Related Party Transactions of the Company of the powers herein conferred to any Director, Chief with Honeywell Measurex (Ireland) Limited, a fellow Financial Officer, Company Secretary or any other subsidiary of the Company Officer / Auth [Showing first 8,000 characters — download PDF for full document]