HB Portfolio Ltd Management Discussions

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 an integral 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, httDs://www.hbDortfolio.com.WD-content/uoloads/202^04/2B- Revised-Whistle-Blower-PoHcv-HBPL-05Q4.2025.pdt

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. The details of all Related Party Transactions entered by the Company during the Financial Year 2024-25 are disclosed in Note No. 34 of the Financial Statements.

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 ol Related Party Transactions as required under Section I34(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-k-vls the Company.

Further, the Company has a Policy to regulate transactions between the Company and its Reiated 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 Is available on the website of the Company having following web link. https y:www.hbDortfolio.comAvo-content/uploads.2025/02.RPT-PQLICY.Ddf

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 as amended from time to time. The Code ot Conduct lays down guidelines and procedures to oe 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 A 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, https:// www.hboortfolio.convwo-content/uoloads/2Q25/02/Preservation-ot-documents.odf

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 contents of Risk Management 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 and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and constituted an Internal Complajnts Committee 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 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 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)

(M) Mr. Mohit Chauhan. Member (Company Secretary)

H Appointed w.e.f. 24th December, 2024

The Company has conducted a session for employees to make them 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.

Status of Complaints under the POSH Act during the Financial Year 2024-25 is detailed below:

Particulars	No. of Complaints
Complaints pending at the beginning of Financial Year	NIL
Complaints received during the Financial Year	NIL
Complaints resolved during the Financial Year	NIL
Complaints pending at the end of Financial Year	NIL

DISCLOSURES UNDER THE MATERNITY BENEFIT ACT 1961

Your Company Is complined with the statutory provision of the maternity benefit act 1961 INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company $ internal control systems are commensurate with the nature ot 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.

CORPORATE SOCIAL RESPONSIBILITY (CSBl

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% (two percent) of the average net profits made during the three immediately preceding financial years, in pursuance of the CSR Policy.

The Net Profit during the immediately preceding Financial Year 2023-24 was Rs. 25.76 Crores. 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 year, in pursuance of the CSR Policy.

The Average Net Profit for the preceding 3 (three) financial years was Rs. 1241 Lakhs calculated as per the provisions of Section 198 of the Companies Act, 2013. The Company was required Jo spend 2% (two percent) of the said amount i.e. Rs. 24.82 Lakhs during the current financial year 2024-2025

The Company spent Rs. 25.00 Lakhs during the year 2024-2025 as against the CSR obligation ot Rs 24.82 Lakhs during the financial year 2024-2025. The excess amount of Rs. 18 Lakhs which was spent during the financial year 2024-2025 Is available for set-off against the Companys CSR obligations for the Immediate succeeding 3 (three) financial years in terms of 3 Proviso to Section 135(5) of the Companies Act. 2013 read with Rule 7(3) ot 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 2024-25 is provided in " ANNEXURE - III" in the format prescribed under Companies (CSR Policy) Amendment Hules. 2022 The complete CSR Policy as approved by the Board can be accessed on the Companys Website having the following web link.

https://www.hbportfolio.com/wp-content/uploads/2024/11/CSR.pdf AUDITORS AND AUDITORS REPORT

(i) Statutory Auditors

The Shareholders in their 27^H Annual General Meeting held on 30th September. 2022 had appointed N. C. Aggarwal & Co., Chartered Accountants (FRN 003273N) (“Audit Firm"), as the Statutory Auditors ol the Company for a term ol 5 (five) consecutive years i.e. from tiie conclusion of the 27^! Annual General Meeting of the Company till the conclusion of the 32* 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 2024-25, 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 2024-25 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, the Board of Directors of your company appointed Mr. A N. Kukreja. Proprietor, ‘A N Kukreja & Co. Company Secretary In Practice to conduct the Secretarial Audit of the Company for the Financial Year ended 31" March. 2025

The Secretarial Audit Report for the Financial Year ended 31^EI March. 2025 is attached herewith as “ANNEXURE - I” and forms an Integral part of this Annual Report The Secretarial Audit is self-explanatory and does not contain any qualification, reservation or adverse remark.

Further, pursuant to the provisions of the Regulation 24A of the SEBl (Listing Obligations & Disclosure Requirements) Regulations. 2015. the Board of Directors of your Company appointed Mr. A N Kukreja Proprietor, A N Kukreja & Co., Company Secretary in Practice as Secretarial Auditors of the Company for a term of five (5) consecutive financial years (FY) commencing from FY 2025-26 to FY 2029-30. subject to the approval of Members in ensuing Annual General Meeting.

The appropriate resolution seeking approval of the Members of the Company for the appointment of Mr. A.N. Kukreja. Proprietor. A.N Kukreja & Co.. Company Secretary in Practice as Secretarial Auditors of the Company is being placed in the Notice of 30th Annual General Meeting.

In compliance of Regulation 24A(l) of SEBl (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-11”

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 to the shareholders and a resolution related to his re-appointment is covered in Item No. 3 of the Notice of ensuing 30^,h Annual General Meeting.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, in its meeting held on 26* May. 2025 considered and recommended to the shareholders for the appointment of Mrs. Asha Mehra (DIN: 02658967) as a director in the capacity of Non-Executive Independent Director of the Company for a period of five consecutive years. The resolution seeking her appointment is covered in Item No. 5 of the Notice of the ensuing SO¹ Annual General Meeting.

Mr Raj Kumar Bhargava (DIN 00016949) has retired as an Independent Director of the Company on 15th September. 2024 upon completion of his second term of five consecutive years as an Independent Director.

Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing 30" Annual General Meeting.

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 SEBl (Listing Obligations and Disclosure Requirements) Regulations. 2015.

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-alla 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 Board of 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, https://www.hbportfolio. com/wo-content/uplQads/2025/02/Nomination-and-Remuneratiqn-PQlicy pdf

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 SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) Board Evaluation

Pursuant to the provisions of the Companies Act. 2013 and applicable provisions of the SEBl (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 in iis meeting held on 14" February, 2025. 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 141h February. 2025 reviewed the performance of Nor>-lndependent 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 Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration ot Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of Ihe Company as on 31^w March. 2025 is furnished hereunder:

(I) The ratio of the remuneration ot 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/Tlmes per Median of employoo remuneration	% Increase in remuneration
1. Mr. Anil Goyal	Managing Director (Executive)	12.78	28.87
2. Mr Lalit Bhasin	Director (Non-Executive)	N.A	N.A
3. Mr Raj Kumar Bhargava	Director (Non-Executive)	N.A	N.A
4. Mrs Anita Jain	Director (Non-Executive)	N.A	N.A
5. Mr. Harbans Lai	Director (Non-Executive)	N.A	N.A
6. Mr. Mohit Chauhan	Company Secretary		N.A.
7, Mr Ashok Kumar	Chief Financial Officer		15.97

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 is 21 34%.

(Hi) There are 7(Seven) permanent employees on the rolls of the Company as on 31⁼ March. 2025.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel In the last financial year is 11.71% as compared to 22.42% 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 Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^s* March, 2025;

a) Details of top ten employee in terms of remuneration drawn as on 31^r March. 2025:

SI. 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	126.37.100	Permanent	CA	42	20-02-2002	66	HB Leasing and Finance Company Ltd	Nit	No
2	Mr. As ho* Kumar	Chief Financial Officer	1729.802	Permanent	CA	18	07-06-2021	50	HB Estate Developers Ltd	Nil	No
3	Mr. Mohit Chauhan	Company Secretary	10.35.000	Permanent	CS	7	01 -12-2022	33	Octavius Plantations Limited	Nil	No
4	Ms. Renu Gupta	Secretary	7.58.753	Permanent	BA	39	01-12-2016	64	HB Leasing and Finance Company Ltd	334 (0.00%)	No
5	Mr. Rajkumar Sharma	Sr Secretarial Assistant	7.67.121	Permanent	BA (Hons.)	38	01-04-2019	60	HB Stockholdings Ltd	919(0.01%)	No
6	Mr. Neera Gaur	Accountant	6.08.040	Permanent	B.Com	15	01-04-2019	38	Shree Mansha Tools	Nil	No
7	Gopesh Kumar	Accountant	2.88240	Permanent	B.com	5	0706-2023	29	Shandilya	Nil	No

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b) Details of the Employees, who were In receipt of remuneration aggregating Rs 1.02.00.000/- or more per annum; Mr. Anil Goyal. Managing Director of the Company had received the total remuneration of Rs. 1.26.37.100 during the financial year 2024-25.

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 lhan two percent of the equity shares of the Company: None

SECRETARIAL STANDARDS

During the year under review, the Company has complied with ail 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.hbDortfolio.com/WD-conl8nl/uploads/2025/02/2Q23-2024.Ddf

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 ot 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 Stale of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company tor 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 tor safeguarding the assets ot 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 Interna) 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 of
	HB Portfolio Limited
	Sd/-
Place: Gurugram	LALIT BHASIN
Dato 26" May. 2025	(Chairman)