hubtown ltd Directors report

#MDStart#

Management Discussion and analysis

To

The Members,

The Directors are pleased to present herewith the Thirty-Fifth Annual Report of Hubtown Limited ("the Company") along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS:

The standalone and consolidated financial highlights of your Company for the financial year ended March 31, 2023 are summarized below

	STANDALONE		CONSOLIDATED
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Income from Operations	21903	18282	31909	19028
Total Income	23483	24723	33599	21419
Total Expenses	25591	36391	34205	34113
Profit / (Loss) before Tax	(2108)	(11668)	(606)	(12694)
Profit / (Loss) for the year	1081	(12089)	3050	(12841)
Add : Other Comprehensive Income	(73)	405	(256)	396
Total Comprehensive Income (Loss) for the year	1008	(11684)	2794	(12445)
Net Profit / (Loss) attributable to :
— Owners of the Parent	—	—	2849	(12608)
— Non-controlling Interest	—	—	201	(234)
Other Comprehensive Income attributable to :
— Owners of the Parent	—	—	(216)	398
— Non-controlling Interest	—	—	(40)	(2)
Total Comprehensive Income attributable to :
— Owners of the Parent	—	—	2633	(12209)
— Non-controlling Interest	—	—	161	(236)
Networth	143740	140140	132873	130769
Earnings per Share before Extraordinary Item (_) (EPS)	1.47	(16.62)	4.16	(17.33)
Earnings per Share after Extraordinary Item (_) (EPS)	1.47	(16.62)	4.16	(17.33)

2. FINANCIAL PERFORMANCE:

The consolidated and standalone financial statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditor of the Company.

Standalone Financials:

• Income from operations stood at 21903 lakh as against 18282 lakh in the previous year representing an increase of 19.81 %;

• Total Income stood at 23483 lakh, lower by 5.02 % as against 24723 lakh in the previous year;

• Total Expenses stood at 25591 lakh as against 36391 lakh in the previous year;

• Loss before Tax was (2108) lakh as against loss of (11668) lakh in the previous year;

• Profit for the year was 1081 lakh as against loss of (12089) lakh in the previous year;

• Earning per Share before and after Extraordinary Item was 1.47 as against (16.62) in the previous year; and

• Networth of the Company stood at _143740 lakh as against 140140 lakh in the previous year.

Consolidated Financials:

• Income from operations stood at 31909 lakh as against 19028 lakh in the previous year representing an increase of 67.69 %;

• Total income stood at 33599 lakh as against 21419 lakh in the previous year representing an increase of 56.87 %;

• Total Expenses stood at 34205 lakh as against 34113 lakh in the previous year;

• Loss before Tax was (606) lakh as against loss of (12694) lakh in the previous year;

• Profit after Tax and Other Items was 3050 lakh as against loss of (12841) lakh in the previous year;

• Earning per Share before and after Extraordinary Item was 4.16 as against (17.33) Lakh in the previous year ; and

• Networth of the Company stood at 132873 lakh as against 130769 lakh in the previous year.

3. DIVIDEND:

With a view to conserve the resources for funding future business requirements, the Directors have not recommended any dividend on the equity shares for the Financial Year ended March 31, 2023.

4. DIVIDEND DISTRIBUTION POLICY:

The provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to framing of ‘Dividend Distribution Policy are presently not applicable to the Company.

5. TRANSFER TO RESERVES:

No amount is proposed to be transferred to General Reserves during the Financial Year 2022-2023.

6. PREFERENTIAL ISSUE:

Pursuant to the approval by the Board of Directors at its meeting held on June 23, 2022 and approval by the members of the Company at their Extra-Ordinary General Meeting held on July 21, 2022 (‘EGM), the Company, on August 3, 2022, has allotted 72,00,000 warrants, each convertible into one equity share, on preferential basis at an issue price of 57/- each, upon receipt of 25% of the issue price as warrant subscription money. Balance 75% of the issue price is payable within 18 months from the allotment date. The Company, till date, has allotted 36,00,000 fully paid up equity shares against conversion of equal number of warrants.

7. SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31, 2023 was _76,33,58,710/-. Presently, the Company does not have any stock option scheme for its employees.

During the year under review:

• The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

8. DEBENTURES:

During the year under review, the Company has not made any fresh issue of debentures.

9. REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT:

During the year under review, no revision was made in the previous financial statements or the Boards Reports in respect of any of the three preceding financial years.

10. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of employees and hence no disclosure is required under Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014.

11. DETAILS OF DEMAT SUSPENSE ACCOUNT:

Pursuant to Regulation 39 (4) read with Schedule VI to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has opened a separate demat suspense account in the name and style of "Hubtown Limited – Unclaimed Shares Suspense Account" and credited the shares of the Company which are remaining unclaimed by the shareholders under the Initial Public Offering (IPO). The details of such unclaimed shares as on March 31, 2023 are set out hereinunder:

Sr. No. Particulars	No. of shareholders	No. of shares
1. Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the beginning of the year i.e. April 1, 2022	20	270
2. No. of shareholders who approached for transfer of shares from the said account during the year 2022-2023	Nil	Nil
3. No. of shareholders to whom the shares were transferred from the said account during the year 2022-2023	Nil	Nil
4. Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the end of the year i.e. March 31, 2023	20	270

The voting rights on the outstanding unclaimed shares as on March 31, 2023 shall remain frozen as long as the shares remain in the Suspense Account till the rightful owner of such shares claims the shares by submitting the requisite documentary proof of their identity to the Companys Registrar and Transfer Agent, M/s. Link Intime India Private Limited.

12. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review.

13. REGISTERED OFFICE:

During the year under review, there is no change in the address of Registered Office of the Company.

14. BUSINESS OVERVIEW:

Your Company is one of Indias leading real estate company, engaged in the business of execution and development of real estate projects and currently operates both - on its own and through its subsidiaries / joint ventures / associate companies, partnerships firms and public private partnerships encompassing the construction and development of Residential and Commercial Premises, and Build Operate Transfer (BOT) Projects. The Company has a Western India focus with presence in major cities such as Mumbai, Thane, Pune, Ahmedabad, Surat, Vadodara and Mehsana.

OVERVIEW OF THE COMPANYS PROJECTS

(Includes projects being developed / to be developed through subsidiaries / associates / joint ventures / public-private partnerships)

RESIDENTIAL

Completed Projects:

Hubtown Heaven – Matunga (East) Mumbai -‘A and ‘B Wings	Hubtown Sunstone – Bandra (East) – Mumbai Phase – I & Phase II
Hubtown Gardenia – Mira Road, Thane	Hubtown Sunmist - Andheri (East) Mumbai -‘A Wing
Hubtown Countrywoods Phase II – Kondhwa, Pune	Hill Crest – Andheri (East), Mumbai
Hubtown Vedant – Sion (East) Mumbai – Phase – I & II	Hubtown Greenwoods – Thane Phase – I, II & III
Hubtown Seasons – Chembur, Mumbai – Wing - ‘D
Ongoing Projects:
Hubtown Seasons – Chembur, Mumbai	Hubtown Serene – Bandra (East), Mumbai
Hubtown Heaven, ‘C Wing – Matunga (East) Mumbai.	Hubtown Celeste – Worli, Mumbai
Hubtown Countrywoods - Phase III – Kondhwa, Pune	Hubtown Premiere – Andheri (West), Mumbai
Rising City – Ghatkopar - Mankhurd Link Road, Mumbai
Future Projects:
Eden Rose- Andheri (E), Mumbai	Hubtown Countrywoods Phase IV – Kondhwa, Pune
Hubtown Lakeview Chalets – Thane
COMMERCIAL:
Completed Projects:
Hubtown Viva – Phase – II , Jogeshwari (East), Mumbai	Hubtown Solaris Phase – I, II & III, Andheri East), Mumbai
Ongoing Projects
Rhythm– Thane;	Joyos Hubtown – Vadodara, Gujarat
Joyos Hubtown – Ahmedabad; Gujarat	Joyos Hubtown – Mehsana, Gujarat
Joyos Hubtown – Adajan, Gujarat

15. MANAGEMENT DISCUSSION AND ANALYSIS:

ECONOMIC REVIEW

Global economy

The global economy in FY 2022-23 remained uncertain with continued disruption in the supply chain, increased commodity prices due to the geo-political uncertainties led by the Russia –Ukraine War and ebbing of the Pandemic. Supply disruptions, commodity price rises and pent-up demand have led to a high inflationary environment forcing Central Banks across the globe to adopt aggressive tightening monetary policy, resulting in a steep rise in the interest rates. Focused actions on returning inflation to targeted levels have started to exhibit some green shoots, however, Central Banks and the Policymakers continue to keep a close watch on these aspects.

Despite many such challenges, global economy recorded a slow paced growth to 2.8% in 2023, and is expected to accelerate at 3.0% in 2024 as per the estimates of International Monetary Fund (IMF). The IMF also forecasted that the Global headline inflation is expected to fall from 8.7% in 2022 to 7 percent in 2023 on the back of lower commodity prices but underlying (core) inflation is likely to decline more slowly.

Indian economy

The Indian economy exhibited a strong performance during 2023 amidst global uncertainty. Indian economy is one of the fastest growing economies in 2023-24 due to improved macroeconomics fundamentals and sustained momentum in Indian economy. A pandemic, increasing geopolitical tensions, supply chain disruptions and inflation have exposed fault lines in weaker economies and governments around the world. India has on the other hand withstood much of this volatility and fastest growing large economy. India also has the distinction of remaining true to climate change goals. While certain commercial challenges such as rising construction costs and supply shortages persist, the bold structural reforms carried out by the Government along with good governance and fiscal disciple, have paved the way for greater investment in infrastructure and stronger GDP growth in the long term.

The improving economic indicators along with a major capex push by the Indian Government have led to the RBI marginally improving its real GDP forecast to 6.5% for the Fiscal Year 2023-24. After a cumulative increase of 250 bps since May 2022, the RBI in its Monetary Policy Committee meeting decided to halt the rate hikes.

The Reserve Bank of India (RBI) has also raised the benchmark repo rates by 90 bps in line with the global trends. The Monetary Policy Committee is now adopting a balanced approach between growth and inflation control. However, the underlying fundamentals for Indian Economy appear to be strong and are expected to withstand these turbulent times. The governments focus has rightly been on sectors such as infrastructure, construction and manufacturing that creates jobs for workers across all skills. Growth is expected to be brisk in 2023-24 on the back of robust credit growth, positive capital investment cycle given the demand as well as the strengthening of the balance sheets of the corporate and banking sector.

INDUSTRY REVIEW

The residential segment witnessed strong recovery during the last fiscal. The commercial segment exhibited resilient performance with gradual recovery resulting in increase of occupance levels across quality assets. The retail segment displayed a robust growth due to increase in consumption and footfalls.

The real estate industry saw a structural change in the customer behaviour and preferences which led to a gain in momentum during 2023 despite the uncertainties posed by global economic slowdown as well as steep interest rate hikes.

The Central Government continued its focus on boosting availability of affordable homes under the Pradhan Mantri Awas Yojana (PMAY). The establishment of the Special Window for Affordable and Mid-Income Housing (SWAMIH) fund proved beneficial in enabling completion of stuck projects by providing last mile funding for such projects. By March 2023, SWAMIH has approved 130 projects with sanctions worth 12,000 crores. Approximately 20,557 homes have been completed since its inception in 2019 and it is expected to complete over approximately 81,000 homes across Tier 1 and 2 cities in the next three years. The fund has also played a critical role in the growth of many ancillary industries in the real estate and infrastructure sector, having successfully unlocked liquidity of more than 35,000 crores.

REAL ESTATE SECTOR

The Indian real estate sector which was virtually written off during the first wave of COVID-19 had proven to be resilient and was recovering well when the second wave struck and since then the residential sector had shown astounding progress in 2022 setting new sales records of 68% year on year, demonstrating the industrys prominence as one of Indias fastest growing industries. After 2 years of being affected by COVID, Tier 2 and 3 cities have arisen a fresh major real estate trends in 2022.

While the residential segment witnessed strong revival, the recovery for commercial sector has been resilient in the backdrop of lingering uncertainties driven by adverse global macro headwings. The recovery in this segment remains on track though was marginally slower than expected on account of delay in corporate occupiers decision making amidst these uncertainties. The IT sector, Flexible Workspaces, BFSI, Engineering and Manufacturing are doing well which bodes well for office space amongst the overall demand.

MUMBAI REAL ESTATE

Mumbai, being the largest real estate market in the country is set for a major boom, which will further add to the overall surge. For close to 5 years, Mumbai has resembled a gigantic construction site. A new coastal road, a metro rail and a trans harbour link are among the many ongoing infrastructure projects that are meant to transform Indias commercial capital into a modern and efficient city. As these projects complete over the next few years, new micro markets will open up in and around Mumbai, as commuting would become easier. That will boost real estate development further. Steady rise in demand for homes boosted realtors confidence and egged them on to launch more projects.

Mumbai Metropolitan Region (MMR) is the largest residential market in India with over 30% contribution to absorption volume and around 45% by value. Given the higher capital values and profit margins, MMR is also the most profitable market with likely accounting for over 50% of the profit pool of the residential market in Indian top - 7 cities.

PUNE HOUSING MARKET OVERVIEW

Pune is a hub for manufacturing activities across various industries such as automobiles, defence, engineering goods etc. It also has a presence of a large number of IT Services companies. The diversified nature of job providers has made Pune an attractive and steadily growing residential market. Pune market stood third in terms of both new launches and home sales across the top 7 cities – comprising total share of 18% and 16% respectively of overall top -7 cities. As per Anarock Research, Pune reported a 59% YoY growth in unit absorption and achieved sales of over 57,000 units. Similar to MMR, available inventory in Pune is now around 20 months of sales. Home prices in the Pune market have witnessed a growth of 5% YoY in 2022.

SEGMENT WISE PERFORMANCE:

Commercial:

The commercial sector is important because it has a direct impact on the economic cycle. Commercial infrastructure, such as malls and offices, is critical for economic growth. The recent selling of commercial properties indicates that investors and buyers recognize the value of this sector to the well-being of citizens and the economy.

There are many factors that influence the development of the commercial real estate sector. Commercial real estate is closely connected to the economy and the performance of different sectors. There are various types of companies operating in the sector, such as real estate investors, developers, brokers, managers, and media portals, all facing different challenges and opportunities as industry trends evolve. During the coronavirus pandemic, the need for social distancing led to offices worldwide transitioning to a hybrid working model and demand for office space falling. The boost in e-commerce spending in many countries, on the other hand, resulted in the need for more warehouses, fulfillment centers, and the growth of the industry and logistics real estate sector which facilitates it. Some of the most important themes in the future of the industry are the increasing importance of technological innovation and environmental, social, and governance sustainability (ESG).

Residential:

The residential segment continued with its momentum during the fiscal and exhibited a marked improvement over the last year. The strong demand in the housing segment was well supported by rising a_ordability, decadal low mortgage rates and surge in the desire of owning a home. The segment saw an unexpected recovery coming out of the pandemic and it turned out to be a strong catalyst for consumers to return to the market. The pandemic also made people realize the importance of need for quality housing and in a number of cases a need to own a bigger house with better amenities and infrastructure. Low-interest rates, the best a_ordability levels, healthy wage growth, and a waning pandemic with less risk of further disruptions have created a favorable environment for homebuyers who have rediscovered the need for new and better housing. While financial stress remains a significant factor for developers across markets, healthy and sustained homebuyer activity should pave the way for gradual price increases, allowing them to weather increases in critical input costs such as cement and steel.

Retail:

The retail segment outperformed with sustained growth momentum continuing across the country. Retailing as a business is seasonal, highly dependent on consumer spending and during the current years vacation season. There has been a significant rebound of improved footfall and increased consumption. This resurgence is primarily supported by the recovery of the luxury segment and expansion of international brands. Investing in retail real estate has long been a way to take advantage of consumption, which forms a large part of any economy. Retail leases tend to be shorter than those in office buildings, allowing for more frequent mark-to-market rental increases. Because retail consumption is local, retail landlords are able to build in more markets than offices, which tend to be concentrated in large cities.

OPPORTUNITIES AND CHALLENGES

Opportunities

As India awaits policy reforms to pick up speed, your Company firmly believes that the demand for Real Estate in a country like India should remain strong in the medium to long term. Your Companys well accepted brand, contemporary architecture, well designed projects in strategic locations, strong balance sheet and stable financial performance even in testing times make it a preferred choice for customers and shareholders. Your Company is ideally placed to further strengthen its development potential by acquiring new land parcels. The returns and margins are so good in Indian real estate that many global institutional investors are now eying the Indian real estate market like never before. The governments move to allow 100% FDI in construction sector, and development projects has also boosted the investors confidence in the sector.

Challenges

While the management of your Company is confident of creating and exploiting the opportunities, it also finds the following challenges:

• Unanticipated delays in project approvals;

• Availability of accomplished and trained labour force;

• Increased cost of manpower;

• Increased prices of construction material;

• Rising cost of construction lead by increase in commodity prices;

• Lack of Funding;

• Unavailability of Land;

• Growth in auxiliary infrastructure facilities; and

• Over regulated environment.

COMPANY STRENGTHS

Your Company continues to capitalize on the market opportunities by leveraging its key strengths. These include:

1. Brand Reputation: Enjoys higher recall and influences the buying decision of the customer. Strong customer connects further results in higher premium realizations.

2. Execution: Possesses a successful track record of quality execution of projects with contemporary architecture.

3. Strong cash flows: Has built a business model that ensures continuous cash flows from their investment and development properties ensuring a steady cash flow even during the adverse business cycles.

4. Significant leveraging opportunity: Follows conservative debt practice coupled with enough cash balance which provides a significant leveraging opportunity for further expansions.

5. Outsourcing: Operates an outsourcing model of appointing globally renowned architects/contractors that allows scalability and emphasizes contemporary design and quality construction – a key factor of success.

6. Transparency: Follows a strong culture of corporate governance and ensures transparency and high levels of business ethics.

7. Highly qualified execution team: Employs experienced, capable and highly qualified design and project management teams who oversee and execute all aspects of project development.

8. Culture of professionalism.

9. Good relationship with communities and investors.

RISKS AND CONCERNS

Market price fluctuation

The performance of your Company may be affected by the sales and rental realizations of its projects. These prices are driven by prevailing market conditions, the nature and location of the projects and other factors such as brand and reputation and the design of the projects. Your Company follows a prudent business model and tries to ensure steady cash flow even during adverse pricing scenario.

Sales volume

The volume of bookings depends on the ability to design projects that will meet customer preferences, getting various approvals in time, general market factors, project launch and customer trust in entering into sale agreements well in advance of receiving possession of the projects. Your Company sells its projects in phases from the time it launches the project, based on the type and scale of the project and depending on market conditions.

Execution

Execution depends on several factors which include labour availability, raw material prices, receipt of approvals and regulatory clearances, access to utilities such as electricity and water, weather conditions and the absence of contingencies such as litigation. Your Company manages the adversities with cautious approach, meticulous planning and by engaging established and reputed contractors.

Land/Development rights - costs and availability

The cost of land forms a substantial part of the project cost, particularly in Mumbai. It includes amounts paid for freehold rights, leasehold rights, fungible FSI, construction cost of area given to landlords in consideration for development rights, registration and stamp duty. Your Company acquires land/land development rights from the government and private parties. It ensures that the consideration paid for the land is as per the prevailing market conditions, reasonable and market timed. Your Company also enters into MOUs and makes advances for the land/land development rights prior to entering into definitive agreements. The ensuing negotiations may result in either a transaction for the acquisition of the land/land development rights or the Company getting a refund of the moneys advanced.

Financing costs

The acquisition of land and development rights needs substantial capital outflow. Inadequate funding resources and high interest costs may impact regular business and operations. Your Company has always tried to build sufficient reserves resulting out of operating cash flows to take advantage of any land acquisition or development opportunity.

OUTLOOK:

In 2023, we anticipate further downward trends in the global economy. This however, should be an opportunity for the Indian economy to become a world leader. The real estate sector is likely to continue on its journey of long term growth as we see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization and most of all a larger focus of the world on us as the next big economy. FY 2022-23 was an exciting year for the real estate sector and Hubtown.

An increase in earning potential, a need for a better standard of living and the growing base of aspirational consumers and their lifestyle changes have led to substantial growth in the sector. With suited economic growth, the premium housing segment will also witness higher demand in the years to come.

Post-pandemic, developers have moved away from the traditional way of doing business and rightly focused on end-user customer demand with a strong focus on innovation and digital transformation. Financially strong and reputed developers with superior execution capabilities stand to benefit disproportionately from the ongoing cyclical upturn.

Strengthen relationships with key service providers and develop multiple vendors:

In order to continue delivering landmark offerings to our customer, we shall further strengthen our relationship with our key service providers, i.e. architects, designer and contractors. Your Company is also working on strategy to develop more and more vendors who can deliver product and services in line with Companys philosophy and product offerings.

HUMAN RESOURCES:

The Company recognizes that its people are the key to the success of the organization and in meeting its business objectives. The Human Resources function endeavours to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives, which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial. The Company had 75 employees on its payroll as on March 31, 2023.

Your Company has a robust Career Development framework that gives employees the power to define aspirations and take charge of their career. They can discuss their development needs and aspirations with their managers and carve a development plan for the future. Your Company extends the required assistance to employees and provide them with opportunities that can facilitate employees to grow both personally and professionally. This enables employees to achieve their career goals and in turn creates a set of motivated, valuable and skilled workforce.

Health and Safety:

Your Company is always committed to the health and safety of its employees. Your Company provides a clean, hygienic and conducive work environment to all employees and doubled these efforts during the pandemic. Vaccination drives were conducted for all employees.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control systems, commensurate with the size and nature of its business. Well documented policies and procedures to monitor business and operational performance are supported by IT systems, all of which are aimed at ensuring business integrity and promoting operational efficiency. Your Company has also focused on upgrading the IT infrastructure – both in terms of hardware and software. In addition to the existing ERP platform, the Company is presently reviewing the process documentation to ensure effectiveness of the controls in all the critical functional areas of the Company. A firm of internal auditors appointed by the Company conducts periodical audits to ensure adequacy of internal control systems, adherence to management policies and compliance with laws and regulations. Their scope of work includes internal controls on accounting, efficiency and economy of operations. The internal auditors also report on the implementation of their recommendations.

Reports of the Internal Auditors are regularly reviewed at the Audit and Compliance Committee meetings. The Audit and Compliance Committee also reviews the adequacy and effectiveness of the internal control systems and suggests improvements, when so required.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key financial ratios.

Sr. No. Particulars of Ratio	Ratio 2022-23 (A)	Ratio 2021-22 (B)	Percentage Change (A-B)/B*100
i Debtor Turnover Ratio	1.12	1.17	(5.04)
ii Inventory Turnover Ratio	0.20	0.20	—
iii Interest Coverage Ratio	0.56	(1.14)	(148.86)
iv Current Ratio	1.05	1.01	4.69
v Debt Equity Ratio	0.56	0.63	(10.74)
vi Operating Profit Margin	(0.17)	(0.99)	(83.00)
vii Net Profit Margin	0.05	(0.49)	(109.41)
viii Return on Networth	0.01	(0.09)	(108.72)

Reason for change in 25% or more in key financial ratios as compared to the immediately previous financial year:

1. Interest Coverage Ratio: Change in ratio is due to increase in Earnings before Interest and Tax (EBIT) and decrease in finance costs as compared to last year.

2. Operating Profit Margin: Change in ratio is due to increase in revenue from operations and decrease in costs as compared to last year.

3. Net Profit Margin: Change in ratio is due to decrease in expenses as compared to last year.

4. Return on Networth: Change in ratio is consequent to decrease in loss as compare to last year.

CAUTIONARY STATEMENT

This management discussion and analysis contain forward looking statements that reflects your Companys current views with respect to future events and financial performance. The actual results may differ materially from those anticipated in the forward looking statements as a result of many factors.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Following changes took place in the Board during the Financial Year 2022-23:

Mr. Mitkumar Koradia (DIN: 09499124), Non-Executive - Independent Director stepped down from the Board of Directors of the Company owing to his other commitments, with effect from July 11, 2022. The Board places on record its sincere appreciation for the invaluable contribution by Mr. Mitkumar Koradia to the deliberations of the meetings of the Board and the Committee of the Board of which he was a member during his tenure as Director of the Company.

Ms. Ketaki Rajat Shah (DIN: 08865092), Non-Executive – Independent Director stepped down from the Board of Directors of the Company due to her person commitments, with effect from November 28, 2022. The Board places on record its sincere appreciation for the invaluable contribution by Ms. Ketaki Rajat Shah to the deliberations of the meetings of the Board and the Committee of the Board of which she was a member during her tenure as Director of the Company.

The Board of Directors on recommendation of Nomination and Remuneration Committee appointed Mr. Milin Jagdish Ramani (DIN: 07697636) and Ms. Bhakti Jaywant Kothare (DIN: 07381095) as Non-Executive Independent Directors of the Company with effect from September 30, 2022 and November 14, 2022 respectively. Further, the Board of Directors on recommendation of Nomination and Remuneration Committee appointed Mr. Jignesh Hansraj Gala (DIN: 07463896) as Non-Executive Independent Director of the Company with effect from May 29, 2023.

In accordance with the provisions of Section 152 (6) of the Act and the Companys Articles of Association, Mr. Vyomesh M. Shah, Executive Non Independent Director retires by rotation at the ensuring Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Vyomesh M. Shah is not disqualified from being re-appointed as a Director by virtue of the provisions of Section 164 of the Companies Act, 2013. The proposal for his reappointment has been included in the Notice convening the ensuing Annual General Meeting.

Brief resume of Mr. Vyomesh M. Shah, nature of his expertise in specific functional areas, names of companies in which he is a director and member of Board committees and shareholding in the Company as required under Regulation 36 (3) of the SEBI Listing Regulations read with clause 1.2.5 of Secretarial Standards SS-2 on general meeting, is furnished in the annexure to the Notice convening the Annual General Meeting. The Notice convening the ensuing Annual General Meeting includes the proposals for appointment / reappointment of Director.

Based on the approval of the Nomination and Remuneration Committee and the Board of Directors at their meetings held on May 29, 2023, the approval is being sought from the members by way of special resolution through postal ballot for the continuation of the appointment of Mr. Hemant M. Shah (DIN: 00009659) as Whole Time Director designated as Executive Chairman of the Company on attaining the age of 70 (Seventy) years on May 20, 2023 for the remaining period of his term of 3 years i.e. until December 31, 2024 on the same terms of appointment and remuneration as approved by the members at the 33rd Annual General Meeting held on September 29, 2021.

During the year under review, the Independent Directors and Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act.

Except for Executive Chairman and the Managing Director who are related to each other being brothers, none of the other Directors of the Company are inter-se related to each other.

Key Managerial Personnel:

During the year under review, there is no change in the Key Managerial Personnels of the Company.

17. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149 (7) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the pro_ciency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of SEBI Listing Regulations, the Company imparted various familiarization programmes for its Independent Directors including, Industry Outlook at the Board Meetings, Regulatory updates at Board Meetings and Audit and Compliance Committee Meetings covering changes with respect to the Companies Act, SEBI Listing Regulations, Taxation and other matters, Prevention of Insider Trading Regulations, SEBI Takeover Regulations, meeting with Senior Executive(s) of the Company, etc.

The details of familiarization programme for Independent Directors held during the year 2022-2023 have been disclosed on the website of the Company and are available at the link http://hubtown.co.in/investors.

19. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM SUBSIDIARY COMPANIES:

During the year under review, neither the Executive Chairman nor the Managing Director was in receipt of any remuneration/commission from any of the subsidiary companies of the Company. The Company has no holding company.

20. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 9 (Nine) times during the year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and the Rules made there under and Regulation 17 (2) of the SEBI Listing Regulations. Additionally, during the year ended March 31, 2023, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013. For further details, kindly refer to the section on ‘Corporate Governance Report forming part of this Annual Report.

21. COMMITTEES OF THE BOARD:

There are currently six (6) Committees of the Board, which are as under:

• Audit and Compliance Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Committee of Directors.

Details of the aforesaid Committees including their composition, terms of reference and meetings held during the year under review, are provided in the section on ‘Corporate Governance Report, which forms part of this Annual Report.

22. AUDIT AND COMPLIANCE COMMITTEE:

Presently, the Audit and Compliance Committee comprises of Mr. Sunil C. Shah, Mr. Kartik Ruparel, Mr. Milin Jagdish Ramani and Mr. Vyomesh M. Shah. The Board of Directors at their meeting held on May 29, 2023 has appointed Ms. Bhakti Jaywant Kothare, Non-executive Independent Director as a member of the Audit and Compliance Committee and also appointed as a Chairperson of the Committee in place of Mr. Sunil C. Shah. Kindly refer to the section on ‘Corporate Governance Report under the heading ‘Audit and Compliance Committee for details relating to terms of reference, meetings and functions of the said Committee.

23. AUDIT AND COMPLIANCE COMMITTEE RECOMMENDATIONS:

During the year under review, all the recommendations put forth by the Audit and Compliance Committee were duly considered and accepted by the Board of Directors.

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place an adequate system of internal controls commensurate with the size and nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and removal. Significant audit observations and follow-up action thereon are reported to the Audit and Compliance Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2022-2023.

25. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Part ‘D of Schedule II to the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfillment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee meetings to fulfill duties assigned to it, adequacy and timeliness of the agenda and minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committees recommendation for the decisions of the Board, etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. The performance evaluation of the Executive Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Managing Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process. The Independent Directors and Executive Chairman also carried out performance evaluation of the Managing Director of the Company.

In addition, the Independent Directors were also evaluated on the basis of fulfilment of independence criteria and independence from the management.

26. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and the remuneration payable to them as provided under Section 178 (3) of the Companies Act, 2013 and Regulation 19 (4) (Part ‘D of Schedule II) of the SEBI Listing Regulations is hosted on the website of the Company at http://hubtown.co.in/investors/74.

27. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the annual financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms that: (i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable; (ii) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2023, and of the profit of the Company for the financial year ended on that date; (iii) proper and sufficient care was 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; (iv) the annual accounts of the Company have been prepared on a ‘going concern basis; (v) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. CONSOLIDATED FINANCIAL STATEMENTS:

The Audited Consolidated Financial Statements prepared in accordance with the applicable Ind AS and Regulation 33 of the SEBI Listing Regulations and Section 129 (3) of the Companies Act, 2013 forms part of this Annual Report.

29. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31, 2023, the Company had 11 subsidiaries, 4 associates and 7 joint venture companies.

During the year Sanas Developers Private Limited ceased to be the subsidiary of the Company, Vinca Developer Private Limited ceased to be associate of the Company and SHK Hotels and Hospitality Private Limited became the associates of the Company.

The Company did not have any material subsidiary company as on March 31, 2023. There has been no change in the nature of business of any of the said subsidiaries, associates and joint venture companies.

The Policy for determining ‘material subsidiary under Explanation to Regulation 16 (1) (c) of SEBI Listing Regulations as approved by the Board of Directors is posted on the Companys website at the link: http://hubtown.co.in/investors.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at the link: http://hubtown.co.in/investors. Further, as per fourth proviso of the said Section, the audited annual accounts of the subsidiaries have also been placed on the website of the Company at the link: http://hubtown.co.in/investors.

The Company will make available the financial statements of its subsidiaries, joint venture companies and associates (collectively referred to as ‘Subsidiaries) and the related information to any member of the Company who may be interested in obtaining the same. The financial statements of the Subsidiaries will also be available for inspection through electronic mode.

During the financial year ended March 31, 2023, the Company did not have any material subsidiary, and, therefore, the provisions of Regulation 24 (1) of the SEBI Listing Regulations were not applicable to the Company.

Additional information as required under Schedule III to the Companies Act, 2013 in respect of entities consolidated as subsidiaries/associates/ jointly controlled entities is furnished in Note 3.1 to the consolidated financial statements.

30. REPORT ON THE PERFORMANCE AND THE FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the performance and the financial statements of the subsidiaries, associates and joint venture companies for the financial year ended March 31, 2023 in the prescribed Form AOC-1 forms part of the notes to the financial statements.

31. AUDITORS: Statutory Auditors:

In accordance with the provisions of Section 139 of the Companies, Act, 2013 and the Rules made there under, M/s. JBTM & Associates LLP, Chartered Accountants (Firm Registration No.: W100365) were appointed as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company to be held for the year 2025.

M/s. JBTM & Associates LLP, Chartered Accountants have also confirmed that they meet the criteria for independence, eligibility and qualification as prescribed in Section 141 of the said Act and do not have any pecuniary interest in the Company or its subsidiaries, associates and joint venture companies.

Qualifications by Auditors:

The Notes to the Financial Statements forming part of the Balance Sheet as at March 31, 2023 and the Statement of Profit and Loss for the year ended on that date, referred to in the Auditors Report, are self-explanatory and do not call for any further clarification /elaboration.

Fraud Reporting:

The Directors of the Company confirm that during the year under review, no instances of fraud were reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules made there under either to the Company or to the Central Government.

Cost Records:

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 for the year ended March 31, 2023.

Cost Auditors:

Based on the recommendation of the Audit and Compliance Committee, the Board has appointed M/s. Shekhar Joshi & Co., Cost Accountants (Firm Registration No. : 100448) as Cost Auditors to conduct the audit of the cost records of the Company for the year ending March 31, 2024 at a fee of 1,50,000/- (Rupees One Lakh Fifty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, subject to rati_cation of the said fees by the members in the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act, 2013. The resolution pertaining to rati_cation of the remuneration payable to the Cost Auditor forms part of the Notice of the ensuing AGM.

Cost Audit Report:

The Cost Audit Report for the year ended March 31, 2023 pursuant to the Companies (Cost Accounting Records) Rules, 2011 will be filed within the period stipulated under the Companies Act, 2013 or such other period as may be prescribed.

Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Board of Directors of the Company has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries to conduct the secretarial audit of the Company.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report given by the Secretarial Auditors in the Form No. MR-3 is annexed with this Report as Annexure – A.

Replies to Secretarial Auditors Qualifications/ Observations:

All the observations of the Secretarial Auditors are Self-Explanatory and do not call for any further clarification /elaboration.

Annual Secretarial Compliance Report:

A Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from M/s. Mihen Halani & Associates, Secretarial Auditors of the Company, and the same is filed with the Stock Exchanges within prescribed timeline.

32. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the Annual return will be available on the website of the Company at the link http://hubtown.co.in/investors.

33. MATERIAL CHANGES AND COMMITMENTS:

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.

34. DEPOSITS:

During the year under review, the Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013.

35. VIGIL MECHANISM:

Pursuant to Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 read with Regulation 4 (2) (d) (iv) of the SEBI Listing Regulations, the Company has framed a Whistle Blower Policy as the vigil mechanism for Directors and employees of the Company to report their genuine concerns in the prescribed manner, to freely communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Companys Codes or Policies. The vigil mechanism is overseen by the Audit and Compliance Committee. During the year under review, no such incidence was reported and no personnel were denied access to the Chairman of the Audit and Compliance Committee.

The Whistle Blower Policy has been uploaded on the Company website at the link: http://hubtown.co.in/investors.

36. RISK MANAGEMENT:

Presently, the provisions of Regulation 21 of the SEBI Listing Regulations relating to the ‘Risk Management Committee are not applicable to the Company. However, the Board of Directors had constituted a ‘Risk Management Committee under Clause 49 of the erstwhile Listing Agreement and framed a ‘Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the functions are systematically addressed through mitigating actions on a continuing basis. The details of the Risk Management Committee are provided in the Section on ‘Corporate Governance Report forming part of this Annual Report.

37. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As the Company is engaged in the business of ‘real estate development included in the term ‘Infrastructure Facilities as defined in Clause (8) (a) of Schedule VI to the Companies Act, 2013, the provisions of Section 186 of the said Act related to loans made, guarantees given or securities provided are not applicable to the Company. Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2023.

38. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions with related parties as defined under the Companies Act, 2013 and SEBI Listing Regulations that were entered into by the Company during the year under review were in the ordinary course of business and on an arms length basis. There were no contracts / arrangements / transactions with related parties, as defined under Section 188 of the Companies Act, 2013, which could be considered material under the SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134 (3) of the Companies Act, 2013 in Form AOC -2 is not applicable. There were no materially significant related party transactions with the Companys Promoters, Directors, Key Managerial Personnel or their relatives which could have had a potential conflict with the interest of the Company at large.

The Policy for determining the materiality of related party transactions and dealing with related party transactions as approved by the Board pursuant to Regulation 23 of SEBI Listing Regulations is uploaded on the Companys website at the link: http://hubtown.co.in/investors/codeandpolicies Attention of members is drawn to the disclosure of transactions with related parties as set out in Notes to Accounts – Note 34 forming part of the standalone financial statements.

The transactions with person or entity belonging to the promoter/promoter group which holds 10 per cent or more shareholding in the Company as required under Schedule V, Part A (2A) of the SEBI Listing Regulations is given in Note 34 (on related party transactions) forming part of the standalone financial statements.

39. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future. Further, detail pertaining to proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016 (‘IBC) during the year under review is as under: (i) A petition under Section 7 of Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 was filed by the Company against Tin Time Consultancy Private Limited and as on end of the financial year it was under process.

(ii) A petition has been filed under the Insolvency and Bankruptcy Code, 2016 ("IBC") by International Asset Reconstruction Company Private Limited (IARC), Financial Creditor of the Company, before the National Company Law Tribunal – Mumbai Bench ("NCLT, Mumbai") on September 7, 2022 seeking initiation of Corporate Insolvency Resolution Process (CIRP) against the Company. Subsequently, said petition was withdrawn by IARC upon full and final payments of dues.

Other than aforesaid petition there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. CORPORATE SOCIAL RESPONSIBILITY _CSR_:

The Corporate Social Responsibility Committee has formulated the policy on Corporate Social Responsibility (CSR) indicating the activities to be undertaken by the Company.

During the financial year 2022-2023, the Company was not required to spend towards corporate social activities in view of loss incurred by the Company.

The annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure ‘B appended to this Report.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has put in place a ‘Policy on Prevention of Sexual Harassment at Workplace in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company afirms that during the year under review, no such complaints were received by the Committee for redressal and that adequate access was provided to any complainant who wished to register a complaint under the Policy. The said Policy is available on the website of the Company at http://hubtown.co.in/investors.

The details required to be given under the aforesaid Act forms part of the report on Corporate Governance.

42. CORPORATE GOVERNANCE:

The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V (E) of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Report.

43. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014.

During the year under review, the Company had ‘Nil foreign exchange earnings and had incurred expenditure of Nil in foreign exchange.

44. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure – ‘C to this Report.

The statement containing names of top ten employees in terms of the remuneration drawn and the particulars of employees as required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this Report. However, having regard to the provisions to the first proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to all the members of the Company excluding this information. The aforesaid statement is available for inspection by the members through electronic mode 21 days before the AGM, during business hours on working days of the Company upto the date of the ensuing AGM.

Any member, who is interested in obtaining a copy thereof, may write to the Company Secretary at the Registered Office of the Company. The said information is also available on the website of the Company. None of the employees listed in the aforesaid statement is a relative of any Director of the Company. None of the employees of the Company is covered under Rule 5 (3) (viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

45. CODE OF CONDUCT:

The Board of Directors has adopted Code of Conduct and Ethics for the Board of Directors and Senior Management Personnel of the Company in terms of Regulation 17 (5) of the SEBI Listing Regulations. All Board members and Senior Management Personnel have afirmed their compliance with the said Code for the financial year ended March 31, 2023.

A declaration to this effect signed by the Managing Director is appended as Annexure II to the Corporate Governance Report. The said Code of Conduct can be viewed on the Companys website at http://hubtown.co.in/investors.

46. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management and Discussion & Analysis, which forms part of this report.

47. AFFIRMATION REGARDING COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARD:

The Board afirms compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India namely SS-1 and SS-2 relating to the Meetings of the Board and its Committees and General Meetings respectively.

48. CEO AND CFO CERTIFICATION:

A certificate from the Managing Director and the Chief Financial Officer, pursuant to Regulation 17 (8) of SEBI Listing Regulations for the year under review was placed before the Board of Directors of the Company at its meeting held on May 29, 2023 which is appended to and forms part of the Corporate Governance Report.

49. CERTIFICATE OF NON_DISQUALIFICATION OF DIRECTORS:

A certificate from a company secretary in practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as stipulated under Regulation 34 (3) read with clause 10 (i) of para C of Schedule V to the SEBI Listing Regulations is appended to and forms part of the Corporate Governance Report.

50. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners / associates, financial institutions and various regulatory authorities for their consistent support / encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

DISCLAIMER:

Certain statements made in the Directors Report and the Management Discussion and Analysis may constitute ‘forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Several factors could make significant difference to the Companys operations that include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in interest rates, changes in government regulations, tax regimes, economic development within India and other incidental factors. The Company does not undertake any obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.

	For and on behalf of the Board of Directors
	Hemant M. Shah
Place : Mumbai	Executive Chairman
Date : May 29, 2023	DIN: 00009659

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