HB Portfolio Director Discussions


To the Members,

Your Directors are pleased to present the 28th Annual Report together with the Audited

Financial Statement (Standalone & Consolidated) for the Financial Year ended 31st March, 2023. FINANCIAL RESULTS

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

(Amount in Rs Lakhs)

Particulars

Standalone

Consolidated

Year Ended Year Ended Year Ended Year Ended
31st March, 31st March, 31st March, 31st March,
2023 2022 2023 2022
Interest Income 89.29 61.22 - -
Dividend Income 437.79 99.97 - -
Net Gain on Fair Value Changes 0.03 0.78 - -
Investment and advisory Services - - 1639.33 1856.91
Sale of Commodities 666.77 - 666.77 -

Total Revenue from Operations

1193.88 161.97 2306.10 1856.91
Other Income 0.00 0.18 3.33 0.20

Total Income

1193.88 162.15 2309.43 1857.11
Expenses 919.79 218.56 1954.57 1184.54
Profit / (Loss) Before Tax 274.09 (56.41) 354.86 672.57
Tax Expense 51.05 (1.29) 60.48 45.00
Profit / (Loss) After Tax 223.04 (55.12) 294.38 627.57

Share of Profit from Associates - - 11.33 18.13

Profit / (Loss) for the year

223.04 (55.12) 305.71 645.70

Other Comprehensive Income for the year, net of tax

(1471.13) 4427.30 (1523.11) 4750.90

Total Comprehensive Income for the year

(1248.09) 4372.18 (1217.40) 5396.60

DIVIDEND

The Board of Directors in its meeting held on 12th August, 2022 declared interim dividend of Rs.

0.80 (Eighty Paise Only) per Equity Share of Rs. 10/- each i.e. 8% for the financial year 2022-23 and it was paid to the eligible shareholders of the company on 6th September, 2022. The same will be considered as Total Dividend for the financial year 2022-23.

TRANSFER TO GENERAL RESERVE

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

PERFORMANCE REVIEW & OUTLOOK

The Indian Financial Industry has demonstrated remarkable resilience in the face of deteriorating global situation due to strong macroeconomic fundamentals. The Financial Industry in India experienced a huge growth in the Financial Year 2022-23 amidst global challenges i.e. geopolitical conflicts between Russia and Ukraine, escalating inflation rates. The Standalone

Revenue from Operations of the Company for FY 2022-23 increased to Rs. 1,193.88 Lakhs as compared to Rs. 161.97 Lakhs in the previous year. The Company reported a Profit before Tax for FY 2022-23 of Rs. 274.099 Lakhs in comparison with Rs. (56.41) Lakhs for FY 2021-22.

The Company has taken adequate measures to control the cash flow to manage the operations. There has been no impact on the internal financial reporting and controls of the Company. At present, the Company is in position to fulfil its legal obligations.

Industry trends and its future prospects have been summed up in the Management Discussion and Analysis Report which forms part of this report.

STATUTORY STATEMENTS

(i) Share Capital

The Paid-up Equity Share Capital as on 31st March, 2023 stood at Rs 10,76,42,300/- comprising of 10764230 Equity Shares of Rs 10/- each. During the year under review, the Company has not issued any Shares with differential voting rights or granted stock options, sweat equity etc. The Shareholding of Directors of the Company (including Promoter Director) is given in the Corporate Governance Report forming part of the Boards Report.

(ii) Number of meeting(s) of the Board

During the year under review, 4 (four) Board Meetings were convened and held. The details of such meeting(s) are given in the Corporate Governance Report which forms an integral part of the Boards 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 31st March, 2023, the Board has 3 (three) committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the Corporate Governance Report, which forms an integral part of the Boards Report.

(iv) Public Deposits

The Company has not accepted any Deposits from the Public under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

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

There are no significant material orders passed by the Regulators or during the year under review which has an impact on the Going Concern status and Companys operations in future.

(vi) Particulars of Loans, Guarantees or Investments

The principal business activity of the Company is to provide both financial and non-financial services. Details of Loans, Guarantees and Investments made by the Company in the ordinary course of its business 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 Companies Act, 2013 read with Rule 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 and previous period is NIL and total foreign exchange out go during the year under review and the previous period is NIL.

(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 Companies Act, 2013 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 has following Subsidiaries as on 31st March, 2023:

Name of the Company

As on 31st March, 2023

No. of Shares % of holding
1. HB Securities Limited 82,07,570 100.00%
and overhead expenditures
2. HB Corporate Services Limited 42,57,478 97.40%
3. Taurus Asset Management Company Limited* 1,69,31,176 99.99%
4. Taurus Investment Trust Company Limited 78,850 80.39%

(*) Unlisted Material Subsidiary Company

A separate statement containing the salient features of the Financial Statement of the Companys Subsidiaries is being provided in Form AOC-1 along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013. The Financial Statements of the Subsidiary Companies will be made available upon request by any Member of the Company interested in obtaining the same. The Financial Statements of the Subsidiary Companies will also be kept for inspection by any Member of the Company at its Registered Office.

The Company has a policy for determining Material Subsidiaries in compliance with the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The said Policy is available on the website of the Company having following web link, http://www.hbportfolio.com/PdfFiles/PDMS.pdf

(ii) Joint Ventures

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

(iii) Associate Companies

In terms of Sec 2(6) of the Companies Act, 2013, Merwanjee Securities Limited is an Associate Company. A separate statement containing the salient features of the Financial Statement of the Companys Associate is being provided in Form AOC-1 along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report; a Report on the Corporate Governance together with the Compliance Certificate from the Companys Statutory Auditors confirming compliance(s) forms anintegral part of this report.

WHISTLE BLOWER POLICY – VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and pursuant to the provisions of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, http://www.hbportfolio.com/PdfFiles/WBP.pdf RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review were on arms length basis and were in the ordinary course of business. The Audit Committee has accorded its omnibus approval for the said transactions.

During the year under review, the Company has not entered into any materially significant

Related Party Transaction under Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. 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 2022-23 are disclosed in Note No. 29 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 Companies Act, 2013, the Rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party Transactions has been suitably modified as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The Policy is available on the website of the Company having following web link, http://www. hbportfolio.com/PdfFiles/RPT.pdf CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company endeavors to preserve the confidentiality of un-published price sensitive 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 Obligations and Disclosure Requirements) Regulations, 2015. 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 Obligations and Disclosure Requirements)

Regulations, 2015, 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, http:// www.hbportfolio.com/PdfFiles/PDAP.pdf

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the 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. The

Policy have been included in Management Discussion and Analysis Report forming part of this report.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. The Board of Directors in their meeting held on 08th August, 2014 constituted the Internal Complaint Committee and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Internal Complaint Committee comprises of following members: (i) Mrs. Banmala Jha, Presiding Officer (Manager HB Estate Developers Ltd.)

(ii) Mrs. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor) (iii) Mr. Anil Goyal, Member (Managing Director) (iv) *Mr. Mohit Chauhan, Member (Company Secretary) (*) Appointed w.e.f. 26th May, 2023 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 women employees were made aware about the provisions of the Sexual Harassment of 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 Boards Report.

INTERNAL FINANCIAL CONTROL SYSTEMS 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

The Shareholders in their 27th Annual General Meeting held on 30th September, 2022 had appointed ‘N. C. Aggarwal & Co., Chartered Accountants (FRN 003273N) ("Audit Firm"), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years i.e. from the conclusion of the 27th Annual General Meeting of the Company till the conclusion of the 32nd Annual General Meeting of the Company 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 2022-23, is part of the Annual Report and self-explanatory.

(ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies

(Accounts) Rules, 2014, ‘Marv & Associates LLP, Chartered Accountants, New Delhi have been re-appointed as the Internal Auditors of the Company for FY 2022-23 and their Report is reviewed by the Audit Committee on quarterly basis.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 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 FY 2022-23. 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. In compliance of Regulation 24A(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit Report of Taurus Asset Management Company Limited, a material unlisted subsidiary is enclosed as a part of this report as "ANNEXURE – II".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135(9) of the Companies Act, 2013, 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. Further as per the provision 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 2% (twopercent) profitsmade during the threetheaveragenet immediately preceding financial years, in pursuance of the CSR Policy.

The Net Profit after considering realised gain during the immediately preceding financial year

2021-22 was Rs. 8,51,23,575/- therefore the company was required to spend at least 2% (two percent) of the average net profits of the Company made during the 3 (three) immediately preceding financial years, in pursuance of CSR Policy. The Average Net Profit for the immediately preceding 3 (three) financial years comes to Rs.

4,34,61,668/- calculated as per the provisions of Section 198 of the Companies Act, 2013. AsofRiskManagement per above, the Company was required to spend 2% (two percent) of the said amount i.e. Rs.

8,69,233/- during the financial year 2022-2023.

The Company spent Rs. 11,00,000 during the financial year 2022-2023 as against the CSR Obligation of Rs. 8,69,233/- during the financial year 2022-2023. The excess amount of Rs. 2,30,767 which was spent during the financial year 2022-2023 is available for set-off against the Companys CSR obligations for the immediate succeeding 3 (three) financial years in terms of

3rd Proviso to Section 135(5) of the Companies Act, 2013 read with Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on

CSR activities in accordance with Schedule VII of the Companies Act, 2013 during the financial year 2022-23 is provided in "ANNEXURE – III" in the format prescribed under Companies (CSR Policy) Amendment Rules, 2022. The complete CSR Policy as approved by the Board can be accessed on the Companys Website having the following web link, http://www.hbportfolio.com/CSR/PdfFiles/CSR.pdf DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Lalit Bhasin (DIN: 00002114), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Mr. Ajay Kumar Mohanty (M. No. FCS-7133) has resigned from the position of the

Company Secretary and Compliance Officerof the Company with effect from 31st January, 2022. Mr. Mohit Chauhan (M. No. ACS-53839) has been appointed as Company

Secretary and Compliance officer of the Company being the Key Managerial Personnel of the Company w.e.f. 26th May, 2023 as per provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information on the Particulars of Director eligible for Appointment / Re-appointment in terms of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. b) Declaration from Independent Directors

The Company has received declarations from all the Independent Director(s) confirming that they meet with the criteria of Independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b), 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies

(Appointment & Qualification of Directors) Rules, 2014.

During the year under review, the Non-Executive 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 Companies Act, 2013 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 by the

Directors within the overall ceiling laid down under the Companies Act, 2013.

The complete Nomination and Remuneration Policy of the Company is available on the website of the Company having following web link, http://www.hbportfolio.com/PdfFiles/NRC.pdf d) Board Diversity

The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its performance.

The Company believes that a diverse Board 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 Obligations and Disclosure Requirements) Regulations, 2015. e) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 09th February, 2023 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

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 Personnels (KMPS) and Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnels (KMPS) and Employees of the Company 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 each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Sr. No.

Name

Category

Ratio/Times per Median of employee remuneration % Increase in remunera- tion
1. Mr. Anil Goyal Managing Direc- 18.13 37.25
tor (Executive)
2. Mr. Lalit Bhasin Director N.A N.A
(Non-Executive)
3. Mr. Raj Kumar Bhargava Director N.A N.A
(Non-Executive)
4. Mrs. Anita Jain Director N.A N.A
(Non-Executive)
5. Mr. Harbans Lal Director N.A N.A
(Non-Executive)
6. Mr. Ajay Kumar Mohanty*

Company Secretary

N.A
7. Mr. Ashok Kumar

Chief Financial Officer

N.A

(*) Resigned w.e.f. 31st January, 2023.

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) There has not been any increase of in the median remuneration in current financial year as compared to previous financial year.

(iii) There are 6(Six) permanent employees on the rolls of the Company as on 31st March, 2023.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year is 14.74 as compared to 37.25 percentile increase made in the managerial remuneration of KMP.

(v) It is hereby affirmed that the remuneration paid is as per the remuneration policy for

Directors, Key Managerial Personnel and other Employees.

(vi) Statement of particulars of employees pursuant to Section 197(12) of the Companies

Board ofAct, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 for the year ended 31st March, 2023: a) Details of top ten employee in terms of remuneration drawn as on 31st March, 2023:

Sl. No.

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. Anil Goyal Managing Director 94,98,400 Permanent CA 40 20-02-2002 64 HB Leasing and Finance Company Ltd. Nil No
2 Mr. Ajay Kumar Mohanty* Company Secretary 14,68,470 Permanent CS 15 02-08-2021 43 Raheja Developers Ltd. Nil No
3 Mr. Ashok Kumar Chief Financial Officer 10,71,619 Permanent CA 16 07-06-2021 48 HB Estate Developers Ltd. Nil No
4 Ms. Renu Gupta Secretary 5,24,040 Permanent BA 37 01-12-2016 62 HB Leasing and Finance Company Ltd. 334 (0.00%) No
5 Mr. Rajkumar Sharma Sr. Secretarial Assistant 5,19,496 Permanent BA (Hons.) 36 01-04-2019 58 HB Stockholdings Ltd. 919 (0.01%) No
6 Mr. Neeraj Gaur Accountant 4,56,288 Permanent B.Com 13 01-04-2019 36 Shree Mansha Tools Nil No
7 Mr. Mohit Chauhan** Interim Compliance Officer 2,80,000 Permanent CS 5 01-12-2022 31 Octavius Plantations Limited Nil No

(*) Resigned w.e.f. 31st January, 2023 (**) Appointed w.e.f. 12th December, 2022

Note: There were less than 10 (ten) employees, details of which are given hereinabove. 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).

ANNUAL RETURN

The Annual Return (Form MGT-7) is available on the website of the Company having following web link, https://www.hbportfolio.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

Pursuant to sub-section (3) & (5) of Section 134 of the Companies Act, 2013, 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.