Hindustan Housing Company Ltd Directors Report

Your Directors present the Eighty-Ninth Annual Report and Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2025.

1. Financial Results:

(Amount in Lakhs)

Particulars	FY 2024-2025	FY 2023-2024
Revenue from Operations & Other Income	673.58	722.62
Total Expenses	409.96	422.81
Profit/ (Loss) before Tax	263.62	299.81
Less: Tax Expenses	53.53	63.58
Profit/ (Loss) for the year	210.09	236.23
Earnings Per Share - Basic & Diluted	868.14	976.16

2. Dividend:

The Board of Directors of the Company do not recommend payment of any dividend on Equity Shares of the Company for the Financial Year ended on 31^st March, 2025.

3. Transfer to Reserves:

The Board of Directors of the Company has not transferred any amount to the General Reserves for the year under review.

4. Operations of the Company:

The Company is engaged in the business of providing administrative and allied services to Bajaj Group Entities only.

There was no change in the nature of business of the Company during the year.

Detailed information on Companys operations and state of affairs is covered in the report on Management Discussion and Analysis annexed to the Directors Report as Annexure-B.

5. Share Capital:

The paid up Equity Share Capital of the Company was Rs. 6,05,000/ - as on 31^st March, 2025. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options during the year. The Company has regrouped/reclassified shares forfeited to Capital Reserve from Equity Share capital for FY 2024-2025 and FY 2023-2024.

6. Annual Return:

Extracts of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 (the Act), in the prescribed form, is placed on the Companys website and can be accessed at www.hhclbajaj.com.

7. Number of Meetings of the Board:

During the year, 4 (Four) meetings of the Board of the Directors of the Company were convened and held on 29th May, 2024, 14th August, 2024, 13^th November, 2024 and 29^th January, 2025.

8. Directors Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made therefrom;

(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 for the financial year ended as at 31^st March, 2025 and of the profit of the Company for the said period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have overseen that the annual accounts have been prepared 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 are adequate and operating effectively.

9. Details in respect of Frauds reported by Auditors under Section 143(12):

During the year under review, there were no frauds reported by the Statutory Auditors or Secretarial Auditor to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013.

10. Declaration of Independence:

The independent directors have submitted their declaration of independence, as required under Section 149(7) of the Act stating that they meet the criteria of independence as provided in Section 149(6) of the Act, as amended and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations, 2015), as amended.

The independent directors have also confirmed compliance with Section 150 of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

11. Remuneration Policy:

The Board on the recommendation of the Nomination and Remuneration Committee had framed a Remuneration Policy which includes (a) criteria for determining the qualifications, positive attributes and independence of a director and (b) matters relating to the remuneration for directors, key managerial personnel and other employees. The detailed Remuneration Policy is placed on the Companys website www.hhclbajaj.com.

12. Particulars of Loans, Guarantees and Investments:

The Company has not given any loans/guarantees to any Body corporate or persons or other entities during the financial year. Information regarding Investments covered under the provisions of Section 186 of the Companies Act, 2013 is given in detail in the financial statements annexed to this Report.

13. Related Party Transactions:

There were no related party transactions entered into by the Company during the financial year which attracted the provisions of Section 188 of the Companies Act, 2013 as all related party transactions that were entered into by the Company during the year were on an arms length basis and were in the ordinary course of the Companys business. Hence there are no transactions which are required to be disclosed in Form AOC-2.

14. Material Changes and Commitments:

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

15. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo:

The Company being a Service Company and not having carried out any manufacturing activities during the year under review, and hence the Directors have nothing to report on Conservation of Energy Research & Development and Technology Absorption as required to be given under the provisions of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

Further, there were no foreign exchange earnings and/ or outgo during the year under review.

Hence, Disclosures pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, are not applicable to the company during the year under review.

16. Deposits:

The Company has not invited, accepted or renewed any deposits within the meaning of the provisions of Sections 2(31) and 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review.

17. Significant and Material Orders passed by the Regulators or Courts:

There were no significant and material orders passed by the Regulators and Courts or Tribunals during the year under review which would impact the going concern status of the Company and its future operations.

18. Risk Management Policy:

The Board has laid down procedures for assessing the risk and procedure to be followed for risk minimization, including identification therein of elements of risk which may threaten the existence of the Company. These are periodically reviewed to ensure that Management identifies and controls risk through a properly defined framework.

19. Corporate Social Responsibility:

The Company has not crossed the threshold limits as specified in Section 135 of the Companies Act, 2013. Hence, the provisions of Section 135 of the Companies Act, 2013 relating to CSR activities which need to be undertaken by a Company are not applicable to this Company.

20. Performance Evaluation of the Board, its Committees, the Chairman and Individual Directors:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, and that of its Committees and individual Directors. The manner in which such formal annual evaluation was made by the Board is given below:

• Performance Evaluation Criteria for Board, Committees of the Board and Directors were approved by the Board at its meeting held on 27th March, 2015.

• Based on the said criteria, Annual Rating sheets were filled by each of the Directors with regard to evaluation of performance of the Board, its Committees and Directors (except for the Director being evaluated) for the year under review.

• A consolidated summary of the Ratings given by each of the Directors was then prepared, based on which a Report of performance evaluation was prepared by the Chairman of the Nomination & Remuneration Committee in respect of the performance of the Board, its Committees and Directors during the year under review.

• The Report of performance evaluation so arrived at was then noted and discussed by the Nomination & Remuneration Committee and Board at their respective meetings held on 23^rd May, 2025.

The Independent Directors of the Company met separately on 25^th March, 2025. The Independent Directors discussed the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

21. Adequacy of Internal Financial Controls:

Internal financial controls with reference to the financial statements were adequate and operating effectively.

22. Directors and Key Managerial Personnel:

A. Change in Directors during the financial year

1. Cessation of Director:

(a) Vinod Nevatia (DIN: 00059194) ceased to be a Director due to the expiry of his second term of five consecutive years as an Independent Director of the Company with effect from close of business hours on 4^th February, 2025

The Board recorded its sincere appreciation for his invaluable guidance, services and mentorship during his long association with the Company.

2. Appointment:

Based on the recommendation of the Nomination and Remuneration Committee the Board of the Company appointed Mahendra Gohel (DIN: 09425947) as an Additional (Independent) Director of the Company for a term of 5 (five) consecutive years with effect from 1^st February, 2025 to 31^st January, 2030 and he shall not be liable to retire by rotation, subject to the approval of members.

3. Directors liable to retire by rotation:

Minal Bajaj (DIN: 00222469), Executive Director of the Company, retires by rotation and being eligible offers herself for re-appointment. The Board of Directors of the Company recommends her reappointment.

Brief details of Minal Bajaj are given in the notice of the Annual General Meeting.

4. Key Managerial Personnel:

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 13^th November, 2024 appointed Ms. Johanna Louis as the Company Secretary and Compliance Officer of the Company with effect from 1^st December, 2024 in place and stead of Ms. Meeta Khalsa, who ceased to be the Company Secretary and Compliance Officer of the Company with effect from the close of business hours of the Company on 27^th September, 2024 on account of Resignation.

Except as stated hereinabove, there was no other change in the Directors and Key Managerial Personnel during the year under review. Shri Vijay Kumar Bohra is the Chief Financial Officer of the Company.

23. Board of Directors:

Composition:

As per the provisions of Section 149 of the Companies Act, 2013 read with the Rules made thereunder, the Company is required to have at least one third of the total number of Directors as Independent Directors and at least one Woman Director on its Board.

As on 31^st March, 2025, the Board of Directors of the Company consisted of Five Directors, out of which two were Independent Director, one Executive

Woman Director and two Non-Executive Non-Independent Directors as per details given in the table below. The Board has no Institutional Nominee Directors. The Company has a Non-Executive Chairman.

Sr. No. Name of the Director	Category
1 Mahendra Gohel	Chairman & Independent
2 Rakesh Gupta	Non-Executive & Non-Independent
3 Minal Baja]	Executive
4 Nikhil Tarkas	Non-Executive & Non-Independent
5 Jayavanth Mallya	Independent

24. Board Committees:

i) Audit Committee

Pursuant to the Section 177 of the Companies Act, 2013, an Audit Committee was constituted by the Board of Directors at its meeting held on 5^th February, 2015 and subsequently was reconstituted at the Board Meetings held on 13^th August, 2019, 3^rd February, 2020, 12^th February, 2021, 13^th May, 2022 and 29^th January, 2025 with the following members:

a) Mahendra Gohel	(Chairman)
b) Minal Bajaj	(Member)
c) Jayavanth Mallya	(Member)

Number of Meetings:

During the FY 2024-2025, the Committee met 4 (four) times, viz. 29^th May, 2024, 14^th August, 2024, 13^th November, 2024 and 29^th January, 2025. The gap between any two meetings has been less than one hundred and twenty days.

ii) Nomination and Remuneration Committee

Pursuant to the Section 178 of the Companies Act, 2013, a Nomination and Remuneration Committee was constituted by the Board at its meeting held on 5^th February, 2015 and subsequently was reconstituted at the amendments made in constitution of Nomination and Remuneration Committee at Board Meetings held on 13^th August, 2019, 3^rd February, 2020, 12^th November, 2021, 13^th May, 2022 and 29^th January, 2025 with the following members:

a) Rakesh Gupta	(Chairman)
b) Mahendra Gohel	(Member)
c) Jayavanth Mallya	(Member)
d) Nikhil Tarkas	(Member)

Number of Meetings:

During the FY 2024-2025, the Committee met thrice i.e. on 29^th May, 2024, 13^th November, 2024 and 29^th January, 2025.

25. Vigil Mechanism

Pursuant to the Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 a Vigil Mechanism Policy had been framed. The policy is placed on the website of the Company www.hhclbajaj.com.

26. Presentation of Financial Statements:

The financial statements of the Company for the financial year ended on 31st March, 2025 have been disclosed as per Division II of Schedule III to the Companies Act, 2013.

27. Indian Accounting Standards, 2015:

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

28. Statutory Disclosures:

Disclosure of Particulars as required to be given under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are as follows:

(a) The Company pays remuneration to its Executive Director. The Company does not pay any remuneration to its Directors except payment of sitting fees for attending meetings of the Board of Directors and its Committees as a member thereof. However, the Executive Director is not entitled to payment of any sitting fees for attending any of the meetings of the Board of Directors and its Committees as a member thereof.

(b) The Company did not have any employee whose particulars are required to be given by it under Rule 5(2) and 5(3) of the aforesaid Rules.

(c) The details of the remuneration paid by the Company to the employees during the financial year as required to be given under the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure-A.

A Cash Flow Statement of the Company for the Financial Year 2024-2025 is attached to the Balance Sheet.

The Company does not have any subsidiaries, associates or joint venture companies.

Pursuant to the provisions of Regulation 34 and Schedule V of the SEBI Listing Regulations, a Report on Management Discussion and Analysis is annexed to this Report as Annexure-B.

29. Corporate Governance:

As per Regulation 15 under Chapter IV of the SEBI Listing Regulations, provisions relating to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Paras C, D and E of Schedule V do not apply to the Company as the paid up equity share capital of the Company did not exceed Rs.10 crores and the Net Worth of the Company did not exceed Rs. 25 crores as on 31^st March, 2025.

30. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace:

The Company has complied with the provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy is placed on the website of the Company www.hhclbajaj.com.

There was no complaint reported during the year under review.

31. Investor Education and Protection Fund (IEPF)

A. Details of the transfer/s to the IEPF, if any, made during the year as

mentioned below:

i) amount of unclaimed/ unpaid dividend and the corresponding shares: Not Applicable;

ii) details of the resultant benefits arising out of shares already transferred to the IEPF: Not Applicable;

iii) year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer: There were no unpaid/unclaimed dividend lying in the unpaid account upto the end of the financial year on 31^st March, 2025. However, the following equity shares corresponding to the unpaid/unclaimed dividends which have been already transferred by the Company to the IEPF in the previous years, are liable to be transferred by the Company to the IEPF:

Sr. No.	Financial Year	No. of Equity Shares corresponding to the Unclaimed/Unpaid Dividends which have already been transferred to the IEPF
1	FY 2001-2002	351
2	FY 2002-2003	559
3	FY 2003-2004	253
4	FY 2004-2005	100
5	FY 2006-2007	40
Total		1,303

B. Details of the Nodal Officer

The Board appointed Vijay Bohra, CFO as the Nodal Officer with effect from 1st October, 2019 for verification of claims and coordination with the Investor Education and Protection Fund Authority.

The details of the Nodal Officer are available on the Companys website www.hhclbajaj.com.

32. Transfer of Shares to Unclaimed Suspense Account:

Pursuant to the provisions of Regulation 39(4) of the SEBI Listing Regulations, 2015 read with Schedule VI thereto, the Company had

transferred 717 Unclaimed Bonus Equity Shares of 23 shareholders of the Company, in electronic form to the beneficiary account titled "The Hindustan Housing Company Limited - Unclaimed Suspense Account with Stock Holding Corporation of India Ltd. in November, 2018.

Since then and during the year under review i.e. FY 2024-2025, no shareholders have approached the Company for transfer of shares from the aforesaid suspense account.

Hence the aggregate number of shareholders and the outstanding shares in the suspense account at the end of the year remain the same as stated hereinabove.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

33. Secretarial Standards of ICSI:

The Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

34. Auditors:

(a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Members of the Company at the 85^th Annual General Meeting of the Company held on 30^th September, 2021 appointed M/s M. M. Nissim & Co. LLP, Chartered Accountants (Firm Registration No: FRN 107122W/ W100672) as Statutory Auditors of the Company from the conclusion of the 85^thAnnual General Meeting till the conclusion of the 90^th Annual General Meeting.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor.

(b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed M/s KPUB & Co., Company Secretaries (Firm Registration No. P2015MH069000) to undertake the Secretarial Audit of the Company. Secretarial Audit Report

for the FY 2024-2025 issued by them in the prescribed form MR-3 is annexed to this Report as Annexure-C.

The Board has noted the secretarial auditors observations. The comments/response to the observations are as under : -

1) The Company acknowledges the delay in compliance with Para A(7C) of Part A of Schedule III of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for filing the intimation of resignation of Ms. Meeta Khalsa (Company Secretary and Compliance Officer).

2) Due to inadvertence, the Company missed submitting the publication of financial results for the period ending March, 2024 and June, 2024 to BSE Ltd.

3) The Company is in process of updating few policies/codes to align with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 to the extend applicable to the Company.

Annual Secretarial Compliance Report:

The Company is not required to submit the Annual Secretarial Compliance Report to BSE Ltd. as prescribed pursuant to SEBI Circular dated 8^th February, 2019 as the provisions relating to the Corporate Governance of the SEBI Listing Regulations are not applicable to the Company.

(c) Cost Audit:

The requirement of maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

For and on behalf of the Board of Directors

The Hindustan Housing Company Ltd.

(Mahendra Gohel)

Chairman

(DIN: 09425947)

Mumbai: 23rd May, 2025