HB Portfolio Ltd Directors Report

To the Members.

Your Directors are pleased to present the 30^,h Annual Report together with the Audited Financial Statement (Standalone & Consolidated) for the Financial Year ended 31^:t March. 2025.

FINANCIAL RESULTS

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

(Amount in Rs Lakhs)

DIVIDEND

The Board of Directors In its meeting held on 14" November. 2024 declared Interim dividend of Rs. 1/- (Rupee One Only) per Equity Share of Rs. 10/- each i.e 10% for the financial year 202425 and it was paid to the eligible shareholders of the company on 09" December. 2024. The same will be considered as Total/ Final Dividend for the financial year 2024-25.

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

An amount of Rs. 22.51 crores has been transfered to the head "Retained Earnings from the head "Statutory Reserve" since the company Is no longer required to malntan the said statutory reserve.

PERFORMANCE REVIEW

In the Financial Year 2024-25. the Indian stock market witnessed very high volatility with benchmark stock indices Sensex and Nifty making decent gains In the first half but losing in the second half of the year due to geopolitical tensions. Fll outflows, change In the US government, lesser than anticipated rate cuts by the US Federal Reserve etc.

The Nifty 50 Index opened at 22,455 on 01 "April, 2024. rose to 26,135 on 30^r September, 2024 and declined to 23,519 on 31* March. 2025.

I. Consolidated Performance

Dunng the Financial Year under review, the Company reported Total Income of Rs 2828.58 Lakhs which is lower than previous financial years Total Income ol Rs 5502.88 Lakhs, Profit after tax stood at Rs 20.64 Lakhs as against Profit after tax of Rs 516.91 Lakhs in the previous financial year.

II. Standalone Performance

During the Financial Year under review, the Company reported Total Income of Rs 1495.93 Lakhs which is lower than previous financial years Total Income of Rs 3774.45 Lakhs. The Net Loss after tax stood at Rs. 76.98 Lakhs as against Profit after tax of Rs 138.57 Lakhs in the previous financial year.

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

SIAIUIQB Y^STATEMENIS

(I) Share Capital

The Paid-up Equity Share Capital as on 31* March, 2025 stood at Rs 10,76.42,300/- comprlslng 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 Board s 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 March, 2025, 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 Doposits

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 sigmficanl material orders passed by the Regulators or Courts or Tribunal 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 nonfinancial services Details ol 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 I34(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 tolal foreign exchange earnings during the year under review and previous period is NIL and total loreign 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 dale 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 31March, 2025:

O 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. https://www.hbDO rtfollo.com/wD-content/uoloads/2024/11 /MATERIAL - SUBSIDIARY.pdl

(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 lerms of Section 129(3) of the Companies Act. 2013.