HB Estate Developers Ltd Directors Report

TO THE MEMBERS

Your Directors are pleased to present the 30th Annual Report together with the Audited

Financial Statements (Standalone & Consolidated) for the Financial Year ended 31^st March, 2024. FINANCIAL HIGHLIGHTS

The summarized financial results of the Company during the yearunder review are as under:-

(Amount in Rs. Lakhs)

PARTICULARS	Standalone		Consolidated
	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	10940.11	9643.12	10940.11	9643.12
Other Income	203.71	234.07	203.71	234.07
Total Revenue	11143.82	9877.19	11143.82	9877.19
Expenses	10410.86	9621.62	10410.86	9621.62
Profit/(Loss) for the year before	732.96	255.57	732.96	255.57
Tax
Tax Expenses	344.07	1418.38	344.07	1418.38
Profit/(Loss) for the year after	388.89	(1162.81)	388.89	(1162.81)
Tax
Other Comprehensive Income	(5.15)	(3.33)	(5.15)	(3.33)
Total Comprehensive Income /	383.74	(1166.14)	383.74	(1166.14)
(Loss) for the year

PERFORMANCE REVIEW & OUTLOOK

Your Company has delivered better results for the year under review, both financially and operationally, compared to the previous year. The Total Income (including other income) for Financial Year 2023-24 stood at Rs. 11143.82 Lakhs, which was higher than the Total Income of previous years 2022-23 i.e. Rs. 9877.19 Lakhs by Rs. 1266.63 Lakhs. After accounting for

After Tax ("PAT") of Rs. 388.89taxes,theCompanyreported Lakhs Profit in comparison with the previous year Loss after Tax of Rs. 1162.81 Lakhs. Earnings Per Share ("EPS") for the FY 2023-24 stood at Rs. 2 as compared to Rs. (5.98) in the previous year 2022-23.

A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis forms a part of this Annual Report.

DIVIDEND

In order to conserve resources for the future, Directors of your Company do not recommend any dividend for the financial year ended 31 ^st March, 2024.

TRANSFER TO GENERAL RESERVE

The Board of Directors has decided not to transfer any amount to the General Reserve for the year under review.

STATUTORY STATEMENTS

(i) Share Capital

The Companys issued and subscribed share capital consists of Equity and Redeemable Preference Share Capital. The Paid-up Share Capital of the Company as on 31^st March, 2024 stood at Rs. 1,24,45,99,470/- comprising of 19459947 Equity Shares of Rs. 10/- each and 10500000 Redeemable Non-Cumulative Non-Convertible Preference Shares of Rs. 100/- each.

Preferential Issue

On 14^th February, 2024, on the recommendation of Securities Committee, the Company issued 3500000 Convertible warrants on preferential basis which includes 2000000 Convertible warrants (Warrant A) at an Issue price of Rs. 65.25/- on Preferential basis to the Promoter Category of the Company giving an option to apply for and be allotted 1 (one) Equity Share against each warrant, any time within a period of 12 (twelve) months from the date of allotment of such warrants and 1500000 Convertible Warrants (Warrant B) at an issue price of Rs. 65.25/- on Preferential basis to the Non-Promoter Category of the Company giving an option to apply for and be allotted 1 (one) Equity Share against each warrant, any time within a period of 18 (Eighteen) months from the date of allotment of such warrants.

Thereafter, consequent to the requisite approvals from the members of the Company at the EGM along with in-principle approval from BSE Limited, the Securities Committee of the Company on 17^th April, 2024 allotted the above-mentioned warrants.

Except as stated hereinabove, there was no other change in the capital structure of the Company.

The Shareholding of Directors of the Company (including Promoter Director) is given in the Corporate Governance Report forming part of this report.

During the year under review, Seven (7) Board Meetings were convened and held. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms integral part of the Annual Report.

(iii) Committees of the Board

The Company has several Committees which have been established in compliance with the requirement of the relevant provisions of applicable laws and statutes. As on 31^st March, 2024, the Board has four committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee including one Non-Mandatory Committee viz. Securities Committee. A detailed note on the composition of the Committees along with its reconstitution, if any is provided in the Corporate Governance Report, which forms an integral part of the Boards Report.

(iv) Public Deposits

During the year under review, the Company has not accepted any Deposits from the Public under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

(v) Significant and other material orders passed by the regulators or courts

During the year under review, no significant

Courts or Tribunals impacting the Going Concern status and Companys operations in future.

(vi) Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

(vii) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and

Outgo

The particulars required under Section 134(3)(m) of the Act read with Rules 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy and technology absorption are not applicable to your Company.

The total foreign exchange earnings during the year under review is Rs. 3370.32 Lakhs and for previous period is Rs. 2225.52 Lakhs and total foreign exchange out go during the year under review is Rs.100.73 Lakhs and for previous period is Rs. 70.00 Lakhs.

(viii) Change in the Nature of Business

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

(ix) Maintenance of cost records

The nature of Companys business / activities is such that maintenance of cost records under Section 148(1) of the Act is not applicable to the Company.

(x) Material Changes and commitments

No material changes and commitments have occurred between the end of the financial year to which the financial statements relate and date of this report, affecting the financial position of the Company.

(xi) Reporting of frauds by the Auditors

No fraud has been noticed or reported by the Statutory Auditors during the course of their Audit.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES (i) Subsidiaries

The Company does not have any Subsidiary and no Company has become or ceased to be Companys Subsidiary during the year under review.

Pursuant to the provisions of Regulation 24 of SEBI Listing Regulations, the Company has a Policy for determining Material Subsidiaries, which is available on the website of the Company having following web-link, https://www.hbestate.com/Investor%20Information/Corporate%20Governance/ index.html

(ii) Joint Ventures

The Company does not have any Joint Venture business and no Company has become its Joint Venture during the year under review.

(iii) Associate Companies

In terms of Section 2(6) of the Act, Parsvnath HB Projects Pvt. Ltd. is the Associate Company. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Companys Associates in Form No. AOC-1 is attached to the Financial Statements of the Company.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Management Discussion & Analysis Report; a Report on the Corporate Governance together with the Compliance Certificate compliance(s) forms an integral part of this report.

VIGIL MECHANISM - WHISTLE BLOWER POLICY

In terms of the provisions of Sec 177(9) & (10) of the Act and pursuant to the provisions of

Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy is available on the website of the Company having following web-link, https://www.hbestate.com/Investor%20Information/Corporate%20Governance/index. html RELATED PARTY TRANSACTIONS

During the year under review, all Related Party Transactions entered into were on arms length basis and were in the ordinary course of business. All transactions entered into with Related parties were approved by the Audit Committee. None of the transactions with related parties are material in nature or fall within the scope of Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not provided.

None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company. The details of all related party transactions entered by the Company during the Financial Year 2023-24 are disclosed in Note No. 43 of the Financial Statements.

The Company has a Policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Act and Regulation 23 of the SEBI Listing Regulations. The Policy is available on the website of the Company having following web-link, https://www.hbestate.com/Investor%20Information/Corporate%20Governance/index. html CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING of un-published price The Company sensitive endeavors to preserve the confidentiality information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all Stakeholders and in ensuring adherence to all laws and regulation in force. The Board of Directors has adopted the Code of Conduct for regulating, monitoring and reporting of trading by insiders and other connected persons, in compliance with Regulation 9 of the SEBI Listing Regulations. The Code of Conduct lays down guidelines and procedures to be followed and disclosures to be made while dealing with the Shares of the Company, as well as the consequences of violation. The Code of Conduct has been formulated for prevention of Insider Trading and to maintain the highest standards of dealing in Company Securities. Further, the Policy and procedure for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information have been framed in line with the provisions of the Insider Trading Regulations, as amended.

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

In terms of Regulation 9 of the SEBI Listing Regulations, the Company has a Policy for

Preservation of Documents & Archival thereof, classifying them in two categories as follows:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant transactions.

The said Policy is available on the website of the Company having following web link, https://www.hbestate.com/Investor%20Information/Corporate%20Governance/index. html DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has a Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored included in Management Discussion and Analysis forming part of this report.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has two Internal Complaint Committees one is at the Registered Officeand another at Companys Hotel Unit i.e. Taj City Centre, Gurugram.

The Internal Complaint Committee at Registered Office comprises of following members:

(i) Ms. Radhika Khurana, Presiding Officer (Company Secretary) *

(ii) Ms. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor) (iii) Mr. Anil Goyal, Member (Director) (iv) Ms. Reema Miglani, Member (Company Secretary – HB Stockholdings Limited) #

(*) Redesignated w.e.f 21^st December, 2023 (#) Appointed w.e.f 21^st December, 2023

The Internal Complaint Committee at Hotel Unit comprises of following members:

(i) Ms. Arpita Gupta, Presiding Officer (Assistant Human Resources Manager)

(ii) fromtheCompanysStatutoryAuditorsconfirming Mrs. Shweta Sinha, Member (Director of Revenue Management) (iii) Mr. Deepak Chhimwal, Member (Executive Chef)

(iv) Mr. Varun Shangloo, Member (Director of Sales & Marketing) (v) Mr. Arun Chakravarty, Member (Cluster Head Safety & Security)

(vi) Ms. Shalini Khanna, Member (NGO Representative)

The Company conducted sessions for women employees to make them aware about the provisions of the Sexual Harassment of Women the women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under and the provisions of Internal Complaint Policy of the Company.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided in the Corporate Governance Report which forms an integral part of the Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the

Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the

Management Discussion and Analysis, which forms a part of the Annual Report.

AUDITORS

(i) Statutory Auditors and their Report

The Members in the 28^th AGM held on 23^rd August, 2022 had appointed M/s. N.C.

Aggarwal & Co., Chartered Accountants (FRN: 003273N) as the Statutory Auditors of the Company for a term of five (5) consecutive years i.e. from the conclusion of the 28 ^th Annual General Meeting to the conclusion of 33^rd Annual General Meeting to be held in the year 2027.

There are no qualifications, reservation, adverse remark, observations, comments or disclaimer given by the Auditors in their Report. The Report given by the Statutory Auditors on the Financial Statements of the Company for the Financial Year 2023-24, is part of the Annual Report and self-explanatory.

(ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)

Rules, 2014, ‘Marv & Associates LLP, Chartered Accountants, New Delhi have been reappointed to perform the duties of the Internal Auditors of the Company for the financial year 2023-24 and their Report is reviewed by the Audit Committee on quarterly basis.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. A.N. Kukreja, Proprietor, ‘A.N

Kukreja & Co., Company Secretary in Practice have been re-appointed to undertake the

Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is enclosed as a part of this report as "ANNEXURE – I".

The Secretarial Auditors have not made any qualification, reservation or adverse remark or disclaimer in his Secretarial Audit Report.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(9) of the Act, all the functions of the CSR Committee are discharged by the Board of Directors of the Company as the Companys CSR Obligation is less than 50 Lakhs and thus requirement of constitution of Corporate Social Responsibility Committee is not applicable.

. ThecontentsofRiskManagementPolicy havebeen Further as per the provisions of Section 135 of the Companies Act, 2013, every company having net worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 Crore or more or a Net Profit of Rs. 5 Crore or more during the immediately preceding financial year is required to spend in every financial year, at least two percent (2%) of the average net profits made during the immediately preceding financial years, in pursuance of the CSR Policy.

The Company does not fulfill any of the eligibility criteria of Section 135 of the Act. Accordingly, the Company is not required to spent any amount towards Corporate Social Responsibility ("CSR") during the year. The Corporate Social Responsibility Policy (CSR Policy) of the Company is available on the Website having following web link, https://www.hbestate.com/Investor%20Information/CSR/index.html Brief outline / salient features of the CSR Policy of the Company are as follows:

The Company endeavors to adopt an integrated approach to address the community, societal & environmental concerns by taking one or more of the activities allowed as per

Section 135 of the Companies Act, 2013 and the applicable rules and regulations. To identify the activities in response to felt societal needs in diverse areas and to implement them with full involvement and commitment in a time bound manner.

To provide financial assistance in the form of grant-in-aid assistance and corpus fund support etc. to support, supplement and improve the quality of life of different segments of the Society.

As a responsible corporate entity, the Company will consistently strive for opportunities to meet the expectation of its stake holders by pursuing the concept of sustainable development with focus on the social welfare activities.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Appointment / Re-appointment / Resignation of Directors and KMP

BOARD OF DIRECTORS

In accordance with the requirements of the Act and the Companys Articles of Association, Mr. Anil Goyal (DIN: 00001938) shall retires by rotation at the ensuing Annual General Meeting and being eligible, offered themself for re-appointment. The Board of Directors recommends his re-appointment.

During the year under review, there was no change in the composition of the Board of Directors of the Company.

Further, the information on the Particulars of Director eligible for Appointment / Reappointment in terms of Regulation 36 of SEBI Listing Regulations and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India has been provided in the Notes to the Notice convening the Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Ms. Banmala Jha, Manager being the Key Managerial Personnel of the Company resigned from the services of the Company w.e.f. 15^th December, 2023. Further, with the recommendations of the Nomination and Remuneration Committee and approval of the Board of Directors, Ms. Banmala Jha, has been appointed as the Manager being the Key Managerial Personnel of the Company for a period of 3 years with effect from 14^th March, 2024 to 13^th March, 2027, considering her long association with the Company.

(b) Declaration from Independent Directors

The Company has received declarations from all the Independent Director(s) under

Section 149(7) of the Act confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b), 25 of the SEBI Listing Regulations.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

(c) Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy for selection, appointment

& remuneration including criteria for determining qualifications, positive attributes of

Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company.

Brief outline / salient features of the Nomination and Remuneration Policy are as follows:

Nomination and Remuneration Committee has been empowered inter-alia to carry out the following functions:

Identification and selection of persons for appointment as Director, KMP or at Senior Management level considering their qualification, experience and integrity.

• Determining the appropriate size, diversity and composition of the Board.

• Developing a succession plan for the Board and Senior Management of the Company.

• To recommend all remuneration, in whatever form, payable to senior management.

• Considering and determining the remuneration based upon the performance to attract retain and motivate members of the Board.

• Approving the remuneration of the Senior Management including KMPs of the Company.

• Evaluation of performance of the Board, its committees, individual directors and Senior Management Personnel on yearly basis.

• To extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors Executive Directors / Managing Director are paid remuneration as per applicable provisions of the Act and rules made there under.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board of Directors and the Committees constituted by the Board. The sitting fee for each meeting of Board of Directors and the Committee of Directors has been fixed

Directors within the overall ceiling laid down under the Act.

The complete Nomination and Remuneration Policy of the Company is available on the website of the Company having following web link, ] https://www.hbestate.com/Investor%20Information/Corporate%20Governance/ index.html

(d) Board Diversity

The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its performance. It will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced growth of the Company. The Board of Directors on the recommendations of the Nomination and Remuneration Committee has adopted a Policy on Diversity of Board of Directors in terms of Regulation 19 of the SEBI Listing Regulations.

(e) Board Evaluation

Pursuant to the provisions of the Act and applicable provisions of the SEBI Listing Regulations, the Board of Directors has carried out an Annual performance evaluation of its own performance and of all the Directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration and other Compliance Committees.

The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. The Independent Directors also in their meeting held on 08^th February, 2024 reviewed the performance of Non–Independent Directors, the Board as a whole and the Chairman on the basis of structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance. They also assessed the quality, quantity and timeliness of flow of information between the Management of the

Company and the Board. The Independent Directors expressed Non-Independent Directors are devoting their time, energy and expertise towards the progress of the Company and the Chairman with his rich expertise has guided the directors in their performance towards the progress of the Company.

(f) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars of

Employees

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company as on 31^st March, 2024 is furnished hereunder: (i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; and the percentage increase in remuneration of eachDirector,ChiefFinancial Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Name	Category		Ratio/Times per Median of employee remuneration	% Increase in remuneration
1. Mr. Lalit Bhasin	Director	(Non-	N.A	N.A
	Executive)
2. Mr. Anil Goyal	Director	(Non-	N.A	N.A
	Executive)
3. Mr. Rajesh Jain	Director (Non-		N.A	N.A
	Executive)
4. Ms. Asha	Director (Non-		N.A	N.A
Mehra	Executive)
5. Mr. Sunil Malik	Director	(Non-	N.A	N.A
	Executive)
6. Mr. Praveen	Chief Financial Officer			No increase
Gupta
7. Ms. Banmala	Manager			No increase
Jha*#
8. Ms. Radhika	Company Secretary			30%
Khurana

*Resigned on 15^th December, 2023 # Appointed on 14^th March, 2024

The Non-Executive Directors are paid only sitting fees for attending meeting of the Board of Directors and the Committees constituted by the Board.

(ii) The increase in the median remuneration in current financial year as compared to previous financial year: 16%

(iii) The number of employees on the rolls of the Company: 15 employees on the Company rolls and 217 employees on the rolls of the Companys Hotel Unit (Taj City Centre, Gurugram) operated by The Indian Hotels Company Limited as on 31^st March, 2024.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 13% as compared to the percentile increase of 43% in the managerial remuneration of the CompanybytheBoardof Secretary.

(v) It is hereby confirmed that the remuneration paid to the Directors, Key Managerial Personnel (KMP) and other employees is in accordance with the remuneration policy of the Company. (vi) Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2024: a) Details of top ten employee in terms of remuneration drawn as on 31^st March, 2024:

Name	Designation	Gross Remuneration received (In Rs.)**	Nature of Employment	Qualification	Experience (In Years)	Date of Commencement of Employment	Age (In Years)	Last Employment held before joining the Company	Number & Percentage of Equity Shares held	Whether any such employee is a relative of any director or manager of the Company
1. Mr. Praveen	C.F.O	39,99,804	Permanent	CA & LLB	41	01-12-2011	61	HB Securities Ltd.	Nil	No
Gupta
2. Mr. Vijay Sehgal	Director of	31,81,139	Permanent	Graduate BTech	22	22-04-2015	42	Anya Hotel, Gurugram	Nil	No
	Engineering
3. Ms. Shailza	HR Manager	26,47,184	Permanent	PGDM-HR	21	07-09-2015	42	The Leela Ambience	Nil	No
Sharma								Hotel, Gurgaon
4. Mr. Varun	Director of Sales &	24,45,830	Permanent	Post Graduation	12.2	01-12-2022	36	Taj Lakefront, Bhopal	Nil	No
Shangloo	Marketing			in S&M
5. Ms. Radhika	Company Secretary	20,16,710	Permanent	CS, B.com	10	10-05-2017	33	Indag Rubber Ltd.	Nil	No
Khurana
6. Ms. Mandeep	Exeutive	19,33,945	Permanent	Bachelors Degree	15	08-04-2022	37	Taj Falaknuma	Nil	No
Kaur*	Housekeeper			Hotel Management				Palace, Hyderabad
7. Mr. Prajuab	Thai Chef	1762379	Permanent	12th	36	16-11-2023	54	The Datai Langkawi,	Nil	No
Shoosridam								Malaysia
8. Ms. Gouri Kalra	Associate Director	16,95,909	Permanent	BSC HM	18	21-12-2018	40	Shangri-La Hotel New	Nil	No
	of Sales							Delhi
9. Mr. Dinesh	Operations Manager	16,89,690	Permanent	Bachelors Degree	17	15-07-2023	38	Fairmont Jaipur	Nil	No
Kumar				Hotel Management
10. Mr. Atul Saxena	Front Office Manager	16,06,981	Permanent	PGDM	13.4	09-11-2022	36	Taj Lakefront, Bhopal	Nil	No

** Includes Provident Fund and TDS deduction b) Details of the Employees, who were in receipt of remuneration aggregating Rs. 1,02,00,000/- or more per annum : None c) Details of the Employees, who were employed for part of the financial year and was in receipt of remuneration not less than Rs. 8,50,000/- per month: None d) Details of the Employees, who were employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2023-24 is uploaded on the website of the Company having following web link, https://www.hbestate.com/Investor%20Information/Annual%20Returns/indexx.html

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no pending proceeding or application has been made under the Insolvency and Bankruptcy Code, 2016.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, it is hereby stated that: a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the Annual Accounts on a going concern basis; e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Companys Shareholders and Employees.

	FOR AND ON BEHALF OF THE BOARD
	For HB ESTATE DEVELOPERS LIMITED
	Sd/-
	LALIT BHASIN
Place: Gurugram	(Chairman)
Date: 23rd May, 2024	DIN: 00002114