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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of HB Estate Developers Ltd.

Mar 31, 2025

Your Directors are pleased to present the 31^st Annual Report together with the Audited
Financial Statements (Standalone & Consolidated) for the Financial Year ended March
31,2025.

FINANCIAL HIGHLIGHTS

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

(Amount in Rs. Lakhs)

PARTICULARS	Standalone		Consolidated
	Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue from Operations	11769.55	10940.11	11769.55	10940.11
Other Income	237.11	203.71	237.11	203.71
Total Revenue	12006.66	11143.82	12006.66	11143.82
Expenses	10406.12	10410.86	10406.12	10410.86
Profit/(Loss) for the year before Tax	1600.54	732.96	1600.54	732.96
Tax Expenses	521.09	344.07	521.09	344.07
Profit/(Loss) for the year after Tax	1079.45	388.89	1079.45	388.89
Other Comprehensive Income	(2.11)	(5.15)	(2.11)	(5.15)
Total Comprehensive Income / (Loss) for the year	1077.34	383.74	1077.34	383.74

PERFORMANCE REVIEW & OUTLOOK

Your Company has delivered better results for the year under review, both financially and
operationally, compared to the previous year. The Total Income (including other income) for
Financial Year 2024-25 stood at Rs. 12,006.66 Lakhs, which was higher than the Total Income
of previous year''s 2023-24 i.e. Rs. 11,143.82 Lakhs by Rs. 862.84 Lakhs. After accounting for
taxes, the Company reported a Profit after Tax (âPATâ) of Rs. 1079.45 Lakhs in comparison with
the previous year profit after Tax of Rs. 388.89 Lakhs. Diluted Earnings Per Share (âEPSâ) for the
FY 2024-25 stood at Rs. 5.31 as compared to Rs. 2 in the previous year 2023-24.

A detailed analysis of the operations of your Company during the year under review is included
in the Management Discussion and Analysis forms a part of this Annual Report.

DIVIDEND

To conserve resources and strengthen its financial position for future growth opportunities, the
Board of Directors has decided not to recommend any dividend for the financial year ended
March 31, 2025.

TRANSFER TO GENERAL RESERVE

During the year under review, the Board of Directors has not transferred any amount to general
reserves, however:

(a) transferred an amount of Rs. 12.59 Crores lying in âStatutory Reserveâ to âRetained
Earnings.â

(b) Transferred an amount of Rs. 60 Crores lying in âGeneral Reserveâ to âRetained Earnings.â
STATUTORY STATEMENTS

(i) Share Capital

The Company''s issued and subscribed share capital consists of Equity and Redeemable
Preference Share Capital. The Paid-up Share Capital of the Company as on March 31,
2025 stood at ?1,26,45,99,470/- comprising of 21459947 Equity Shares of ?10/- each and
10500000 Redeemable Non-Cumulative Non-Convertible Preference Shares of ?100/-
each.

Preferential Issue

On April 17, 2024, consequent to requisite approvals, the Company allotted 2000000
Convertible warrants (Warrant A) at an Issue price of Rs. 65.25/- on Preferential basis to
the Promoter and Promoter Group (Warrant A holders) of the Company giving an option
to apply for and be allotted 1 (one) Equity Share against each warrant, any time within a
period of 12 (twelve) months from the date of allotment.

During the year under review, holders of Warrant A exercised their right to convert
2000000 warrants into equity shares at an issue price of ?65.25 per share (comprising a
face value of ?10 and a premium of ?55.25), in accordance with the provisions of the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018. Consequent to receipt
of the balance 75% of the issue price along with the application for allotment of the equity
shares, 2000000 equity shares were allotted on March 27, 2025.

Subsequently, the Securities Committee of the Board has considered and allotted
2000000 equity shares on March 27, 2025.

Following the allotment of the said equity shares, pursuant to the provisions of SEBI ICDR
Regulations the Company obtained listing and trading approval from BSE Limited on April
24, 2025 and May 3, 2025, respectively.

Except as stated hereinabove, there was no other change in the capital structure of the
Company.

The Shareholding of Directors of the Company (including Promoter Director) is given in
the Corporate Governance Report forming part of this report.

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

During the year under review, Four (4) Meetings of the Board were convened and held.
For details of meetings of the Board, please refer to the Corporate Governance Report,
which forms 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
March 31, 2025, the Board has four committees namely, Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee including one NonÂ¬
Mandatory Committee viz. Securities Committee. A detailed note on the composition of
the Committees along with its reconstitution is provided in the Corporate Governance
Report, which forms an integral part of the Board''s Report.

(iv) Public Deposits

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

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

During the year under review, no significant material orders passed by the Regulators or
Courts or Tribunals impacting the Going Concern status and Company''s operations in
future.

(vi) Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act 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 Act read with Rules 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 is Rs. 1617.50 Lakhs
and for previous period was Rs. 3370.32 Lakhs and total foreign exchange out go during
the year under review is Rs. 188.83 Lakhs and for previous period is Rs. 100.73 Lakhs.

(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 Company''s business / activities is such that maintenance of cost records
under Section 148(1) of the Act 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 Auditor''s during the course of their
Audit.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

(i) Subsidiaries

The Company does not have any Subsidiary and no Company has become or ceased to
be Company''s Subsidiary during the year under review.

Pursuant to the provisions of Regulation 24 of SEBI Listing Regulations, the Company
has a Policy for determining Material Subsidiaries, which is available on the website of the
Company having following web-link-

https://www.hbestate.com/wp-content/uploads/2025702/Policy-on-Determining-

Material-Subsidiary.pdf

(ii) Joint Ventures

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

(iii) Associate Companies

In terms of Section 2(6) of the Act, Parsvnath HB Projects Pvt. Ltd. is the Associate
Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient
features of the Financial Statements of the Company''s Associates in Form No. AOC-1 is
attached to the Financial Statements of the Company.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) 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 Company''s Statutory Auditor''s confirming
compliance(s) forms an integral part of this report.

VIGIL MECHANISM - WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of the Act and pursuant to the provisions of
Regulation 22 of the SEBI Listing Regulations, 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, https://www.hbestate.com/wp-
content/uploads/2025/04/Whistle-Blower-Policy-Final.pdf

RELATED PARTY TRANSACTIONS

During the year under review, all Related Party Transactions entered into were on arm''s length
basis and were in the ordinary course of business. All transaction entered into with Related
parties were approved by the Audit Committee. None of the transactions with related parties
are material in nature or fall within the scope of Section 188 of the Act and Regulation 23 of the
SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014,
as amended in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence the
same is not provided.

None of the Directors has any pecuniary relationships or transactions vis-e-vis the Company.
The details of all related party transactions entered by the Company during the Financial Year
2024-25 are disclosed in Note No. 43 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 Act and Regulation 23 of the SEBI
Listing Regulations. The Policy is available on the website of the Company having following
web-link,

https://www.hbestate.com/wp-content/uploads/2025/02/Policy-on-Related-Party-

Transaction.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 Regulations. 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 Regulations, 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.hbestate.com/wp-content/uploads/2024/10/Policy-on-Preservation-Archival-of-
Documents.pdf

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has a 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 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. 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 Company has two Internal Complaint Committees, one is at the Registered Office and
another at Company''s Hotel Unit i.e. Taj City Centre, Gurugram.

The Internal Complaint Committee at Registered Office comprises of following members:

(i) Ms. Banmala Jha, Presiding Officer (Manager) *

(ii) Ms. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor)

(iii) Mr. Anil Goyal, Member (Director)

(iv) Ms. Reema Miglani, Member (Company Secretary - Group Company)

(*) Appointed w.e.f December 24, 2024

The Internal Complaint Committee at Hotel Unit comprises of following members:

(i) Ms. Shailza Sharma, Presiding Officer (Director- Human Resources)*

(ii) Mrs. Chetna Chopra, Member (Learning and Development Manager)#

(iii) Mr. Arup Chakravarty, Member (Cluster Head- Safety and Security)

(iv) Mr. Vijay Sehgal, Member (Director of Engineering)*#

(v) Ms. Shalini Khanna, Member (NGO Representative)

* Appointed on December 12, 2024

# Appointed on February 26, 2025

The Company conducted sessions 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.

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 Report.

COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961

The Company continues to comply with the provisions of the Maternity Benefit Act, 1961, as
amended. All eligible female employees are provided with maternity benefits in accordance with
the statutory requirements, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

However, there were no instances of non-compliance reported during the year under review.

Further, during the period under review, the number of female employees in the Company was
less than fifty; therefore, the Company was not required to provide creche facilities. However,
at Company''s Hotel Unit i.e. Taj City Centre, Gurugram, a creche is maintained for the female
employees of the Hotel Unit.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company''s 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 and their Report

The Members in the 28^th AGM held on August 23, 2022 had appointed M/s. N.C. Aggarwal
& Co., Chartered Accountants (FRN: 003273N) as the Statutory Auditors of the Company
for a term of five (5) consecutive years i.e. from the conclusion of the 28^th Annual General
Meeting to the conclusion of 33^rd Annual General Meeting 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 Act and the Companies (Accounts)
Rules, 2014, ''Marv & Associates LLP'', Chartered Accountants, New Delhi have been reÂ¬
appointed to perform the duties of the Internal Auditors of the Company for the financial
year 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 Act 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 financial year 2024-25. The Secretarial Audit
Report is enclosed as a part of this report as âANNeXuRE - Iâ.

The Secretarial Auditors have not made any qualification, reservation or adverse remark
or disclaimer in his Secretarial Audit Report.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(9) of the Act, all the functions of the CSR Committee
are discharged by the Board of Directors of the Company as the Company''s CSR Obligation
is less than 50 Lakhs and thus requirement of constitution of Corporate Social Responsibility
Committee is not applicable.

Further as per the provisions 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 two percent (2%) of the average net profits made during the three
immediately preceding financial years, in pursuance of the CSR Policy.

The Company does not fulfill any of the eligibility criteria of Section 135 of the Act. Accordingly,
the Company is not required to spent any amount towards Corporate Social Responsibility
(âCSRâ) during the year under review.

The Corporate Social Responsibility Policy (CSR Policy) of the Company is available on the
Website having following web link,

https://www.hbestate.com/wp-content/uploads/2024/10/CSR2020.pdf

Brief outline / salient features of the CSR Policy of the Company are as follows:

> The Company endeavors to adopt an integrated approach to address the community,
societal & environmental concerns by taking one or more of the activities allowed as per
Section 135 of the Companies Act, 2013 and the applicable rules and regulations.

> To identify the activities in response to felt societal needs in diverse areas and to
implement them with full involvement and commitment in a time bound manner.

> To provide financial assistance in the form of grant-in-aid assistance and corpus fund
support etc. to support, supplement and improve the quality of life of different segments
of the Society.

> As a responsible corporate entity, the Company will consistently strive for opportunities
to meet the expectation of its stake holders by pursuing the concept of sustainable
development with focus on the social welfare activities.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

In accordance with the requirements of the Act and the Company''s Articles of Association,
Mr. Lalit Bhasin (DIN: 00002114) retires by rotation at the ensuing Annual General
Meeting and being eligible, offered himself for re-appointment. The Board of Directors
recommends his re-appointment.

During the year under review, Ms. Urvija Shah and Mr. Raj Kumar Bhargava were
appointed as Independent Directors of the Company w.e.f. October 23, 2024 and Mr.
Rajesh Jain and Mrs. Asha Mehra ceased to be Independent Directors of the Company
w.e.f. October 28, 2024 due to completion of their second term as Independent Director.

Further, the information on the Particulars of Director eligible for Appointment / ReÂ¬
appointment in terms of Regulation 36 of SEBI Listing Regulations 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.

KEY MANAGERIAL PERSONNEL

Ms. Radhika Khurana, Company Secretary being the Key Managerial Personnel of the
Company resigned from the services of the Company w.e.f. December 23, 2024 and with
the recommendation of the Nomination and Remuneration Committee and approval of
the Board of Directors, Mr. N V K Rao (Membership No. A35382), has been appointed
as Company Secretary being the Key Managerial Personnel of the Company for w.e.f.
February 12, 2025.

(b) Declaration from Independent Directors

The Company has received declarations from all the Independent Director(s) under
Section 149(7) of the Act confirming that they meet with the criteria of Independence as
prescribed under Section 149(6) of the Act and under Regulation 16(1)(b), 25 of the SEBI
Listing Regulations.

During the year under review, the Independent 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.

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:

â¢ Identification and selection of persons for appointment as Director, KMP or at Senior

Management level considering their qualification, experience and integrity.

â¢ Determining the appropriate size, diversity and composition of the Board.

â¢ Developing a succession plan for the Board and Senior Management of the Company.

â¢ To recommend all remuneration, in whatever form, payable to senior management.

â¢ Considering and determining the remuneration based upon the performance to
attract retain and motivate members of the Board.

â¢ Approving the remuneration of the Senior Management including KMPs of the
Company.

â¢ Evaluation of performance of the Board, its committees, individual directors and
Senior Management Personnel on yearly basis.

â¢ 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.hbestate.com/wp-
content/uploads/2024/10/Nomination-and-Remuneration-Policy.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 Regulations.

(e) Board Evaluation

Pursuant to the provisions of the Act and applicable provisions of the SEBI Listing
Regulations, 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 mentioned in the Corporate
Governance Report.

The Independent Directors also in their meeting held on February 12, 2025 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 Board''s 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 Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of Directors / Key Managerial Personnel (KMP) 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	Ratic/Tlmes per Median of employee remuneration	% Increase in remuneration
1.	Mr. Lalit Bhasin	Director (Non-Executive)	N.A	N.A
2.	Mr. Anil Goyal	Director (Non-Executive)	N.A	N.A
3.	Mr. Rajesh Jain*	Director (Non-Executive)	N.A	N.A
4.	Ms. Asha Mehra*	Director (Non-Executive)	N.A	N.A
5.	Mr. Raj Kumar Bhargava#	Director (Non-Executive)	N.A	N.A
6.	Ms. Urvija Shah#	Director (Non-Executive)	N.A	N.A
7.	Mr. Sunil Malik	Director (Non-Executive)	N.A	N.A
8.	Mr. Praveen Gupta	Chief Financial Officer		No increase
9.	Ms. Banmala Jha	Manager		No increase
10.	Ms. Radhika Khurana**	Company Secretary		10.06%
11.	Mr. N V K Rao##	Company Secretary		NA

*Ceased to be Director w.e.f. October 28, 2024
#Appointed as Director w.e.f. October 23, 2024

**Resigned as Company Secretary of the Company w.e.f. December 23, 2024
##Appointed as Company Secretary of the Company w.e.f. February 12, 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) The increase in the median remuneration in current financial year as compared to previous financial year: 6.10%

(iii) The number of employees on the rolls of the Company: 17 employees on the Company rolls and 243 employees on the rolls of the Company''s Hotel Unit (Taj City Centre, Gurugram)
operated by The Indian Hotels Company Limited as on March 31,2025.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 10.54% as compared to the percentile increase
of 18.50% in the managerial remuneration of the Company Secretary.

(v) It is hereby confirmed that the remuneration paid to the Directors, Key Managerial Personnel (KMP) and other employees is in accordance with the remuneration policy of the Company.

(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 March 31, 2025:

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

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. Prajuab Shoosridam	Thai Chef	58,81,427	Permanent	12^th, Hotel Management	36	16-11-2023	55	The Datai Langkawi, Malaysia	Nil	No
2.	Mr. Praveen Gupta	C.F.O	43,77,804	Permanent	CA & LLB	42	01-12-2011	62	HB Securities Ltd.	Nil	No
3.	Mr. Vijay Sehgal	Director of Engineering	33,55,409	Permanent	Graduate B. Tech	23	22-04-2015	43	Anya Hotel, Gurugram	Nil	No
4.	Mr. Dinesh Kumar	Operations Manager	33,25,287	Permanent	Bachelorâs Degree Hotel Management	18	15-07-2023	39	Fairmont Jaipur- Triton Hotel and Resorts Pvt Ltd	Nil	No
5.	Mr. Kamal Thadani	Director of Finance	30,59,453	Permanent	Chartered Accountant	15	01-10-2023	37	The Indian Hotels Company Limited	Nil	No
6.	Ms. Shailza Sharma	HR Manager	28,73,015	Permanent	PGDM-HR	22	07-09-2015	43	The Leela Ambience Hotel, Gurgaon	Nil	No
7.	Mr. Varun Shangloo	Director of Sales & Marketing	26,87,091	Permanent	Post Graduation in S&M	13	01-12-2022	37	Taj Lakefront, Bhopal	Nil	No
8.	Mr. Atul Saxena	Front Office Manager	18,20,510	Permanent	PGDM	14	09-11-2022	37	Taj Lakefront, Bhopal	Nil	No
9.	Ms. Shweta Sinha*	Director of Revenue	17,92,112	Permanent	PG Business Analytics	17	21-08-2023	35	ITC Hotels	Nil	No
10.	Ms. Chetna	Learning and	17,59,580	Permanent	BSc.	13	11-01-2022	35	Indo Enviro	Nil	No

*resigned w.e.f February 25, 2025
** Includes Provident Fund and TDS deduction

a) Details of the Employees, who were in receipt of remuneration aggregating ?1,02,00,000/- or more per annum: None

b) Details of the Employees, who were employed for part of the financial year and was in receipt of remuneration not less than ?8,50,000/- per month: None

c) 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).

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in

Form MGT-7 for FY 2024-25 is uploaded on the website of the Company having following web link,

https://www.hbestate.com/investor-centre/

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, 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

In accordance with the provisions of Section 134(5) of the Act, 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, Company''s Shareholders and Employees.

FOR AND ON BEHALF OF THE BOARD
For HB ESTATE DEVELOPERS LIMITED

Sd/-

LALIT BHASIN

Place: Gurugram (Chairman)

Date: May 12, 2025 DIN: 00002114

Mar 31, 2024

The Directors are pleased to present the 30^th Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended 31^stMarch, 2024.

FINANCIAL HIGHLIGHTS

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

(Amount in Rs. Lakhs)
PARTICULARS	Standalone		Consolidated
	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	10940.11	9643.12	10940.11	9643.12
Other Income	203.71	234.07	203.71	234.07
Total Revenue	11143.82	9877.19	11143.82	9877.19
Expenses	10410.86	9621.62	10410.86	9621.62
Profit/(Loss) for the year before Tax	732.96	255.57	732.96	255.57
Tax Expenses	344.07	1418.38	344.07	1418.38
Profit/(Loss) for the year after Tax	388.89	(1162.81)	388.89	(1162.81)
Other Comprehensive Income	(5.15)	(3.33)	(5.15)	(3.33)
Total Comprehensive Income / (Loss) for the year	383.74	(1166.14)	383.74	(1166.14)

PERFORMANCE REVIEW & OUTLOOK

Your Company has delivered better results for the year under review, both financially and operationally, compared to the previous year. The Total Income (including other income) for Financial Year 2023-24 stood at Rs. 11143.82 Lakhs, which was higher than the Total Income of previous year''s 2022-23 i.e. Rs. 9877.19 Lakhs by Rs. 1266.63 Lakhs. After accounting for taxes, the Company reported a Profit After Tax (âPATâ) of Rs. 388.89 Lakhs in comparison with the previous year Loss after Tax of Rs. 1162.81 Lakhs. Earnings Per Share (âEPSâ) for the FY 2023-24 stood at Rs. 2 as compared to Rs. (5.98) in the previous year 2022-23.

A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis forms a part of this Annual Report.

DIVIDEND

In order to conserve resources for the future, Directors of your Company do not recommend any dividend for the financial year ended 31^st March, 2024.

TRANSFER TO GENERAL RESERVE

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

STATUTORY STATEMENTS(i) Share Capital

The Company''s issued and subscribed share capital consists of Equity and Redeemable Preference Share Capital. The Paid-up Share Capital of the Company as on 31^st March, 2024 stood at Rs. 1,24,45,99,470/- comprising of 19459947 Equity Shares of Rs. 10/-each and 10500000 Redeemable Non-Cumulative Non-Convertible Preference Shares of Rs. 100/- each.

Preferential Issue

On 14^th February, 2024, on the recommendation of Securities Committee, the Company issued 3500000 Convertible warrants on preferential basis which includes 2000000 Convertible warrants (Warrant A) at an Issue price of Rs. 65.25/- on Preferential basis to the Promoter Category of the Company giving an option to apply for and be allotted 1 (one) Equity Share against each warrant, any time within a period of 12 (twelve) months from the date of allotment of such warrants and 1500000 Convertible Warrants (Warrant B) at an issue price of Rs. 65.25/- on Preferential basis to the Non-Promoter Category of the Company giving an option to apply for and be allotted 1 (one) Equity Share against each warrant, any time within a period of 18 (Eighteen) months from the date of allotment of such warrants.

Thereafter, consequent to the requisite approvals from the members of the Company at the EGM along with in-principle approval from BSE Limited, the Securities Committee of the Company on 17^th April, 2024 allotted the above-mentioned warrants.

Except as stated hereinabove, there was no other change in the capital structure of the Company.

The Shareholding of Directors of the Company (including Promoter Director) is given in the Corporate Governance Report forming part of this report.

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

During the year under review, Seven (7) Board Meetings were convened and held. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms integral part of the Annual 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^stMarch, 2024, the Board has four committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee including one NonMandatory Committee viz. Securities Committee. A detailed note on the composition of the Committees along with its reconstitution, if any is provided in the Corporate Governance Report, which forms an integral part of the Board''s Report.

(iv) Public Deposits

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

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

During the year under review, no significant material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Company''s operations in future.

(vi) Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act 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 Act read with Rules 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 is Rs. 3370.32 Lakhs and for previous period is Rs. 2225.52 Lakhs and total foreign exchange out go during the year under review is Rs.100.73 Lakhs and for previous period is Rs. 70.00 Lakhs.

(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 Company''s business / activities is such that maintenance of cost records under Section 148(1) of the Act 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 Auditor''s during the course of their Audit.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES(i) Subsidiaries

The Company does not have any Subsidiary and no Company has become or ceased to be Company''s Subsidiary during the year under review.

Pursuant to the provisions of Regulation 24 of SEBI Listing Regulations, the Company has a Policy for determining Material Subsidiaries, which is available on the website of the Company having following web-link,

https://www.hbestate.com/Investor%20Information/Corporate%20Governance/

index.html

(ii) Joint Ventures

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

(iii) Associate Companies

In terms of Section 2(6) of the Act, Parsvnath HB Projects Pvt. Ltd. is the Associate Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Company''s Associates in Form No. AOC-1 is attached to the Financial Statements of the Company.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) 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 Company''s Statutory Auditor''s confirming compliance(s) forms an integral part of this report.

VIGIL MECHANISM - WHISTLE BLOWER POLICY

In terms of the provisions of Sec 177(9) & (10) of the Act and pursuant to the provisions of Regulation 22 of the SEBI Listing Regulations, 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,

https://www.hbestate.com/Investor%20Information/Corporate%20Govemance/index.

html

RELATED PARTY TRANSACTIONS

During the year under review, all Related Party Transactions entered into were on arm''s length basis and were in the ordinary course of business. All transactions entered into with Related parties were approved by the Audit Committee. None of the transactions with related parties are material in nature or fall within the scope of Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not provided.

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 2023-24 are disclosed in Note No. 43 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 Act and Regulation 23 of the SEBI Listing Regulations. The Policy is available on the website of the Company having following web-link,

https://www.hbestate.com/Investor%20Information/Corporate%20Governance/index.

html

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 Regulations. 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 Regulations, 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.hbestate.com/Investor%20Information/Corporate%20Governance/index.

html

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has a 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 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. 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 Company has two Internal Complaint Committees one is at the Registered Office and another at Company''s Hotel Unit i.e. Taj City Centre, Gurugram.

The Internal Complaint Committee at Registered Office comprises of following members:

(i) Ms. Radhika Khurana, Presiding Officer (Company Secretary) *

(ii) Ms. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor)

(iii) Mr. Anil Goyal, Member (Director)

(iv) Ms. Reema Miglani, Member (Company Secretary - HB Stockholdings Limited) #

(*) Redesignated w.e.f 21^stDecember, 2023

(#) Appointed w.e.f 21^stDecember, 2023

The Internal Complaint Committee at Hotel Unit comprises of following members:

(i) Ms. Arpita Gupta, Presiding Officer (Assistant Human Resources Manager)

(ii) Mrs. Shweta Sinha, Member (Director of Revenue Management)

(iii) Mr. Deepak Chhimwal, Member (Executive Chef)

(iv) Mr. Varun Shangloo, Member (Director of Sales & Marketing)

(v) Mr. Arun Chakravarty, Member (Cluster Head - Safety & Security)

(vi) Ms. Shalini Khanna, Member (NGO Representative)

The Company conducted sessions for women employees to make them aware about the provisions of the Sexual Harassment of Women the 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 Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company''s 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 and their Report

The Members in the 28^th AGM held on 23^rd August, 2022 had appointed M/s. N.C. Aggarwal & Co., Chartered Accountants (FRN: 003273N) as the Statutory Auditors of the Company for a term of five (5) consecutive years i.e. from the conclusion of the 28^thAnnual General Meeting to the conclusion of 33^rd Annual General Meeting 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 2023-24, is part of the Annual Report and self-explanatory.

(ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, ''Marv & Associates LLP'', Chartered Accountants, New Delhi have been reappointed to perform the duties of the Internal Auditors of the Company for the financial year 2023-24 and their Report is reviewed by the Audit Committee on quarterly basis.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act 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 Financial Year 2023-24. The Secretarial Audit Report is enclosed as a part of this report as âANNEXURE - Iâ.

The Secretarial Auditors have not made any qualification, reservation or adverse remark or disclaimer in his Secretarial Audit Report.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(9) of the Act, all the functions of the CSR Committee are discharged by the Board of Directors of the Company as the Company''s CSR Obligation is less than 50 Lakhs and thus requirement of constitution of Corporate Social Responsibility Committee is not applicable.

Further as per the provisions 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 two percent (2%) of the average net profits made during the three immediately preceding financial years, in pursuance of the CSR Policy.

The Company does not fulfill any of the eligibility criteria of Section 135 of the Act. Accordingly, the Company is not required to spent any amount towards Corporate Social Responsibility (âCSRâ) during the year.

The Corporate Social Responsibility Policy (CSR Policy) of the Company is available on the Website having following web link,

https://www.hbestate.com/Investor%20Information/CSR/index.html

Brief outline / salient features of the CSR Policy of the Company are as follows:

> The Company endeavors to adopt an integrated approach to address the community, societal & environmental concerns by taking one or more of the activities allowed as per Section 135 of the Companies Act, 2013 and the applicable rules and regulations.

> To identify the activities in response to felt societal needs in diverse areas and to implement them with full involvement and commitment in a time bound manner.

> To provide financial assistance in the form of grant-in-aid assistance and corpus fund support etc. to support, supplement and improve the quality of life of different segments of the Society.

> As a responsible corporate entity, the Company will consistently strive for opportunities to meet the expectation of its stake holders by pursuing the concept of sustainable development with focus on the social welfare activities.

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

In accordance with the requirements of the Act and the Company''s Articles of Association, Mr. Anil Goyal (DIN: 00001938) shall retires by rotation at the ensuing Annual General Meeting and being eligible, offered themself for re-appointment. The Board of Directors recommends his re-appointment.

During the year under review, there was no change in the composition of the Board of Directors of the Company.

Further, the information on the Particulars of Director eligible for Appointment / Reappointment in terms of Regulation 36 of SEBI Listing Regulations 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.

KEY MANAGERIAL PERSONNEL

Ms. Banmala Jha, Manager being the Key Managerial Personnel of the Company resigned from the services of the Company w.e.f. 15^th December, 2023.

Further, with the recommendations of the Nomination and Remuneration Committee and approval of the Board of Directors, Ms. Banmala Jha, has been appointed as the Manager being the Key Managerial Personnel of the Company for a period of 3 years with effect from 14^th March, 2024 to 13^th March, 2027, considering her long association with the Company.

(b) Declaration from Independent Directors

The Company has received declarations from all the Independent Director(s) under Section 149(7) of the Act confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b), 25 of the SEBI Listing Regulations.

During the year under review, the Independent 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.

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:

â¢ Identification and selection of persons for appointment as Director, KMP or at Senior Management level considering their qualification, experience and integrity.

â¢ Determining the appropriate size, diversity and composition of the Board.

â¢ Developing a succession plan for the Board and Senior Management of the Company.

â¢ To recommend all remuneration, in whatever form, payable to senior management.

â¢ Considering and determining the remuneration based upon the performance to attract retain and motivate members of the Board.

â¢ Approving the remuneration of the Senior Management including KMPs of the Company.

â¢ Evaluation of performance of the Board, its committees, individual directors and Senior Management Personnel on yearly basis.

â¢ 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 Act 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 Act.

The complete Nomination and Remuneration Policy of the Company is available on the website of the Company having following web link, ]

https://www.hbestate.com/Investor%20Information/Corporate%20Governance/

index.html

(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 Act and applicable provisions of the SEBI Listing Regulations, 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 08^th February, 2024 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 Board''s 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 Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company as on 31^st March, 2024 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 remuneration
1.	Mr. Lalit Bhasin	Director (NonExecutive)	N.A	N.A
2.	Mr. Anil Goyal	Director (NonExecutive)	N.A	N.A
3.	Mr. Rajesh Jain	Director (NonExecutive)	N.A	N.A
4.	Ms. Asha Mehra	Director (NonExecutive)	N.A	N.A
5.	Mr. Sunil Malik	Director (NonExecutive)	N.A	N.A
6.	Mr. Praveen Gupta	Chief Financial Officer		No increase
7.	Ms. Banmala Jha*#	Manager		No increase
8.	Ms. Radhika Khurana	Company Secretary		30%
*Resigned on 15^th December, 2023 #Appointed on 14^th March, 2024

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: 16%

(iii) The number of employees on the rolls of the Company: 15 employees on the Company rolls and 217 employees on the rolls of the Company''s Hotel Unit (Taj City Centre, Gurugram) operated by The Indian Hotels Company Limited as on 31^stMarch, 2024.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 13% as compared to the percentile increase of 43% in the managerial remuneration of the Company Secretary.

(v) It is hereby confirmed that the remuneration paid to the Directors, Key Managerial Personnel (KMP) and other employees is in accordance with the remuneration policy of the Company.

(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, 2024:

a) Details of top ten employee in terms of remuneration drawn as on 31^st March, 2024:

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. Praveen Gupta	C.F.O	39,99,804	Permanent	CA & LLB	41	01-12-2011	61	HB Securities Ltd.	Nil	No
2.	Mr. Vijay Sehgal	Director of Engineering	31,81,139	Permanent	Graduate BTech	22	22-04-2015	42	Anya Hotel, Gurugram	Nil	No
3.	Ms. Shailza Sharma	HR Manager	26,47,184	Permanent	PGDM-HR	21	07-09-2015	42	The Leela Ambience Hotel, Gurgaon	Nil	No
4.	Mr. Varun Shangloo	Director of Sales & Marketing	24,45,830	Permanent	Post Graduation in S&M	12.2	01-12-2022	36	Taj Lakefront, Bhopal	Nil	No
5.	Ms. Radhika Khurana	Company Secretary	20,16,710	Permanent	CS, B.com	10	10-05-2017	33	Indag Rubber Ltd.	Nil	No
6.	Ms. Mandeep Kaur*	Exeutive Housekeeper	19,33,945	Permanent	Bachelor''s Degree Hotel Management	15	08-04-2022	37	Taj Falaknuma Palace, Hyderabad	Nil	No
7.	Mr. Prajuab Shoosridam	Thai Chef	1762379	Permanent	12th	36	16-11-2023	54	The Datai Langkawi, Malaysia	Nil	No
8.	Ms. Gouri Kalra	Associate Director of Sales	16,95,909	Permanent	BSC HM	18	21-12-2018	40	Shangri-La Hotel New Delhi	Nil	No
9.	Mr. Dinesh Kumar	Operations Manager	16,89,690	Permanent	Bachelor''s Degree Hotel Management	17	15-07-2023	38	Fairmont Jaipur	Nil	No
10.	Mr. Atul Saxena	Front Office Manager	16,06,981	Permanent	PGDM	13.4	09-11-2022	36	Taj Lakefront, Bhopal	Nil	No
Resigned on 25th May, 2024 * Includes Provident Fund and TDS deduction

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).

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2023-24 is uploaded on the website of the Company having following web link,

https://www.hbestate.com/Investor%20information/Annual%20Retums/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.