HB Portfolio Ltd Directors Report

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34 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 from the Companys Statutory Auditors confirming compliance(s) forms an integral part of the Corporate Governance Report.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

During the Financial Year under review, no complaint was received and/ or pending under the Vigil Mechanism/ Whistle Blower Policy of the Company.

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered by the Company 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 2025-26 are disclosed in Note No. 31 of the Financial Statements (Standalone).

During the Financial year under review, the Company has not entered into any Related Party Transaction which could be considered material under the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations. 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 transactions with any of the related parties were in conflict with the interest of the Company.

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 the Annual 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 Complaints 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 [‘POSH Act].

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act.

As on 31^st March, 2026, the Internal Complaints Committee comprises of following members:

(i) Mrs. Banmala Jha, Presiding Officer (Manager - HB Estate Developers Limited)

(ii) *Mrs. Soniya Gupta, External Member - Member of Pink & Blue (an initiative to create awareness about Prevention of Sexual Harassment at Workplace)

(iii) *Mr. Ashok Kumar, Member (Chief Financial Officer)

(iv) #Ms. Meenu Papreja, Member (Company Secretary)

(*) Appointed w.e.f. 08^th August, 2025 (#) Appointed w.e.f. 11^th November, 2025

The Company has conducted a session for employees to make them aware about the provisions of the POSH Act and rules made there under and the provisions of Policy on prevention, prohibition and redressal of sexual harassment at workplace of the Company.

Status of complaints under the POSH Act during the Financial Year 2025-26 is detailed below:

Note: No complaint is/ was pending beyond a period 90 days.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT. 1961

The Company policies and practices are periodically reviewed to ensure compliance with evolving legal and regulatory requirements and to promote the welfare of all employees, particularly women during and after maternity.

During the Financial Year under review, the Company has not received any maternity leave request from any female employee.

The Board remains committed to upholding the highest standards of corporate governance and employee welfare and ensuring compliance with all applicable statutory requirements in this regard.

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 controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135(9) of the Companies Act, 2013, the Board discharges all the functions of the CSR Committee.

The Net Profit calculated as per Section 198 of the Companies Act, 2013 during the preceding Financial Year 2024-25 was less than Rs. 5 Crores. Therefore, the Company was not required to spend any amount any amount towards CSR during the Financial Year under review.

AUDITORS AND AUDITORS REPORT

(i) Statutory Auditors

The Shareholders in their 27^th Annual General Meeting held on 30^th 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 27^th Annual General Meeting of the Company till the conclusion of the 32^nd 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 2025-26, is part of the Annual Report and self-explanatory.

(ii) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, ‘Marv & Associates LLP, Chartered Accountants were re-appointed as the Internal Auditor of the Company for Financial Year 2025-26 and their Report is reviewed by the Audit Committee on quarterly basis.

(iii) Secretarial Auditors

The shareholders in their 30^th Annual General Meeting held on 20^th August, 2025, appointed Mr. A.N. Kukreja, Proprietor of A.N. Kukreja & Co., Company Secretaries as Secretarial Auditors of the Company to hold office for a period of 5 (five) consecutive Financial Years commencing from Financial Year 2025-26 to Financial Year 2029-30.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2026 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.

In compliance of Regulation 24A(1) of the SEBI Listing Regulations, Secretarial Audit Report of Taurus Asset Management Company Limited, material unlisted subsidiary of the Company, issued by Ms. Rashmi Sahni, Practicing Company Secretary, is enclosed as a part of this report as "ANNEXURE - II ".

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

During the Financial Year under review, Mrs. Asha Mehra (DIN: 02658967) was appointed as an Independent Director of the Company w.e.f. 20^th August, 2025 for a term of 5 (five) consecutive years. Mrs. Anita Jain (DIN: 00031612) ceased to be Independent Director of the Company w.e.f. close of business hours of 02^nd September, 2025 due to completion of her second term of 5 (five) consecutive years as an Independent Director of the Company. Mrs. Asha Mehra (DIN: 02658967) is Woman Independent Director on the Board of the Company w.e.f. 03^rd September, 2025.

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 (AGM) 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 AGM.

Brief resume and other details of the Director who is proposed to be re-appointed is furnished in the explanatory statement to the notice of the ensuing AGM.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

KEY MANAGERIAL PERSONNEL

Mr. Mohit Chauhan, Company Secretary (Whole-time Key Managerial Personnel) of the Company resigned from the services of the Company w.e.f. close of business hours of 01^st September, 2025 and Ms. Meenu Papreja was appointed as Company Secretary (Whole-time Key Managerial Personnel) of the Company for w.e.f. 11^th November 2025.

Further, Mr. Anil Goyal, Managing Director and Mr. Ashok Kumar, Chief Financial Officer continued to be the Whole-time Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors 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) of the SEBI Listing Regulations and are in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and are not disqualified from continuing as Independent Directors. Further, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as Independent Directors of the Company.

The Independent Directors have included their names in the Directors data base maintained with Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment of Qualification of Directors) Rules, 2014.

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

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 Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations, the Board of Directors has carried out the annual performance evaluation of all the directors individually (wherein the concerned director being evaluated did not participate), Board as a whole as well as the evaluation of the working of Committees of Board in its meeting held on 13^th February, 2026. 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 13^th February, 2026 reviewed the performance of Non-Independent Director, 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 Director is devoting his 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.

The Directors expressed their satisfaction with the evaluation process.

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 of Managerial Personnel) Rules, 2014 in respect of Directors/ KMP and Employees of the Company as on 31^st March, 2026 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.

*Appointed as Independent Director w.e.f. 20^th August, 2025.

Appointed as Company Secretary & Compliance Officer w.e.f. 11^th November, 2025.

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 is no increase in the median remuneration of employees in the current financial year as compared to previous Financial Year.

(iii) There are 7 (seven) permanent employees on the rolls of the Company as on 31^st March, 2026.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year as compared to percentile increase made in the managerial remuneration of KMP: Nil

(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^st March, 2026:

a) Details of top ten employee in terms of remuneration drawn as on 31^st March, 2026:

* Indicates earnings for part of the Financial Year 2025-26.

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

During the Financial Year under review, no application was made and no proceedings were pending 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

There was no instance of one-time settlement with any Bank or Financial Institution. OTHER DISCLOSURES:

The Managing Director/ Whole-time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

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 have 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

The Directors wish to thank and acknowledge the cooperation, assistance and support extended by the employees, banks/ financial institutions, the Companys Shareholders and other stakeholders of the Company.