Directors Report of Hubtown Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 37th Annual Report of the Company on the business and
operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL RESULTS

The Company''s performance during the financial year ended March 31, 2025 as compared to the previous
financial year is summarized below:

('' in Lakhs)

PARTICULARS	CONSOLIDATED		STANDALONE
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	40,847	25,772	27,279	21,058
Other income	11,788	10,431	11,440	2,658
Total revenue	52,635	36,203	38,719	23,716
Expenses	42,983	43,730	26,939	23,074
Profit before tax	9,652	(7,527)	11,780	642
Tax expenses	4,134	70	4,149	26
Profit after tax	5,518	(7,596)	7,631	616
Share of Profit / (Loss) of Associates and Joint Venture (net)	(927)	(1,021)	-	-
Other comprehensive income / (loss)	4	125	4	85
Total comprehensive income for the year	4,595	(8,492)	7,635	701
Basic earnings per share	4.39	(11.17)	7.19	0.80
Diluted earnings per share	4.25	(11.17)	7.07	0.80

STATE OF AFFAIRS OF THE COMPANY

Project launched

The Company has implemented a comprehensive project development strategy, focusing on residential
segments. This approach provides reasonable assurance regarding the quality and timely delivery of our
developments.

Consolidated Financials

During the year under review, your Company''s consolidated total revenue stood at '' 52,635 Lakhs as compared
to '' 36,203 Lakhs for the previous year, representing an increase of 45.39%; Profit before tax stood at '' 9,652
Lakhs for the year under review as compared to Loss of '' (7,527) Lakhs for the previous year representing an
increase of 228.23%; and the total comprehensive income stood at '' 4,595 Lakhs as compared to loss of
'' (8,492) Lakhs for the previous year representing an increase 154.10%.

Standalone Financials

During the year under review, the total revenue stood at '' 38,719 Lakhs as compared to '' 23,716 Lakhs for the
previous year representing an increase of 63.26%; profit before tax stood at '' 11,780 Lakhs for the year under
review as compared to '' 642 Lakhs for the previous year representing an increase of 1735%; and the total
comprehensive income stood at '' 7,635 Lakhs as compared to '' 701 Lakhs for the previous year representing an
increase of 989.15%.

The detailed analysis on the state of affairs, operation of the Company and future outlook is explained in the
Management discussion and analysis report forming part of the Annual Report of the Company for the year
under review.

SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURES COMPANIES

As on March 31, 2025, the Company had 13 subsidiaries, 3 associates and 6 joint venture companies.
A statement containing the salient features of financial statements and details of performance of the Company''s
subsidiaries is given in the prescribed Form AOC-1 forms part of the notes to the financial statements.

No Company became subsidiary, associate or joint venture during the year under review.

NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real Estate development. The Company develops residential
and commercial infrastructure projects. There was no change in nature of the business of the Company, during
the year under review.

SHARE CAPITAL

During the year under review, the authorized share capital of your Company increased by '' 3,75,00,00,000/-
from '' 1,25,00,00,000/- to '' 5,00,00,00,000/-. The authorized equity share capital of your Company is
'' 5,00,00,00,000/- comprises of 50,00,00,000 equity shares of '' 10/- each per share.

The Company raised '' 12,11,99,79,680/- through preferential issue of Equity shares, compulsory convertible
debentures and convertible warrants of the Company by issuance of 4,95,74,360 Fresh Equity shares of Face
value of '' 10/- each per share at a premium '' 178/- per share, 2,50,000 compulsorily convertible debentures of
Face value of '' 10/- each per debenture at a premium '' 190/- per debenture and 1,25,00,000 warrants of Face
value of '' 10/- each per warrant at a premium '' 210/- per warrant.

Pursuant to above issuance your company has allotted 4,94,14,786 equity shares of Face value of '' 10/- each,
2,50,000 compulsorily convertible debentures of Face value of '' 10/- each and 1,25,00,000 warrants of Face
value of '' 10/- each per warrant out of which 62,50,000 warrants were converted into equity shares during the
financial year 2024-25, the paid up share capital of the Company was increased from '' 79,93,58,710/- consisting
of 7,99,35,871 Equity shares of '' 10/- each per share to '' 1,35,60,06,570/- consisting of 13,56,00,657 equity
shares of face value of '' 10/- each per share.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2024-25.

DIVIDEND

To conserve financial resources, the Board of Directors has not recommended any dividend for the financial year
ended March 31, 2025. Further, no amounts are proposed to be transferred to the General Reserve during
FY 2024-25.

The dividend distribution policy is available on the website of the Company at www.hubtown.co.in.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts
outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement
for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013
is not applicable.

DISCLOSURE W.R.T. MATERIAL
CHANGES AND COMMITMENTS

There were no material changes and commitments have occurred between the end of the financial year of the
Company and the date of this report, which could affect the Company''s financial position.

ADEQUACY OF INTERNAL AUDIT
AND FINANCIAL CONTROLS

The Company has adequate internal controls and processes in place with respect to its operations, which provide
reasonable assurance regarding the reliability of the financial statements and financial reporting and also
functioning of other operations. These controls and processes are driven through various policies and
procedures. During the year, the review of Internal Financial Controls was done, and the report was placed before
the Audit and Compliance Committee. As per the report the Controls are effective and there are no major
concerns. The internal financial controls are adequate and operating effectively to ensure orderly and efficient
conduct of business operations.

DISCLOSURE OF ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact
on the going concern status and the Company''s operations in future. There are no proceedings initiated/pending
against the Company under the Insolvency and Bankruptcy Code, 2016.

PARTICULARS OF CONTRACTS
OR ARRANGEMENTS WITH
RELATED PARTIES

All the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Companies Act,
2013 entered by the Company during the year under review with related party(ies) are in ordinary course of
business and on arm''s length.

Kindly refer the financial statements for the transactions with related parties entered during the year
under review.

PARTICULARS OF LOANS,

GUARANTEES, INVESTMENTS
UNDER SECTION 186

As the Company is engaged in the business of ''real estate development'' included in the term ''Infrastructure
Facilities'' as defined in Clause (8) (a) of Schedule VI to the Companies Act, 2013, the provisions of Section 186 of
the said Act related to loans made, guarantees given or securities provided are not applicable to the Company.
Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as
on March 31,2025.

NON-CONVERTIBLE DEBENTURES

In FY 2024-25 your Company raised an aggregate amount of '' 42,80,00,000/- by way of issue of 428 unlisted,
secured, rated, redeemable, non-convertible debentures (NCDs) of face value of '' 10,00,000/- each on private
placement basis, and the entire Issue proceeds were utilized towards the objects of the Issue in FY 2024-25. The
non-convertible debentures of '' 42,80,00,000/- are outstanding as on March 31,2025.

Beacon Trusteeship Limited is the debenture trustee for the above non-convertible debentures issued by the
Company. Their contacts details are given under the Corporate Governance Section of the Annual Report.

DISCLOSURE RELATING TO EQUITY
SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence
no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

DISCLOSURE RELATING TO SWEAT
EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as
per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO EMPLOYEE
STOCK OPTION SCHEME AND
EMPLOYEE STOCK PURCHASE SCHEME

During the year under review there were no instances of grant, vest, exercise, or lapse/ cancellation of employee
stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the
year, there were no outstanding options granted. Hence, no disclosure in terms of Companies (Share Capital
and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021
are required.

DISCLOSURE IN RESPECT OF VOTING
RIGHTS NOT DIRECTLY EXERCISED
BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of
the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Composition of the Board of Directors as on March 31, 2025, the Board of your Company comprised of Six
Directors with Two Executive Directors and Four Non Executive Independent Directors. The composition of the
Board of Directors meets the requirement of provisions of Regulation 17 of the Listing Regulations and
Section 149 of the Companies Act, 2013.

Details of the Directors are as follows:

CATEGORY	NAME OF DIRECTOR
Executive Director	Mr. Hemant M. Shah, Chairman Mr. Vyomesh M. Shah, Managing Director
	Mr. Jignesh Hansraj Gala, Independent Director
Non-Executive Independent Directors	Mr. Milin Jagdish Ramani, Independent Director Mr. Kartik Ruparel, Independent Director Mrs. Bhakti Jaywant Kothare, Independent Director

A. Change in Composition of the Board of Directors

During the year under review, there were no changes on the Board of Directors (''Board'') except as mentioned
below;

i. Directors retiring by rotation at the 36th Annual General Meeting held on September 30, 2024, Mr. Vyomesh
M. Shah, Managing Director (DIN 00009596) retired by rotation in compliance with the provisions of Section
152 of the Companies Act, 2013 and was reappointed.

ii. Cessations

During the year under review, there were no cessations, retirement or resignation of Directors from the Board

B. Change in the composition of the Board of Directors after the end of
the financial year and upto the date of this Report

There were no changes in the composition of the Board of Directors after the end of the financial year and upto
the date of this Report.

II. Key Managerial Persons

The Key Managerial Persons of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act, 2013 are as follows:

NAME	DESIGNATION
Mr. Hemant M Shah	Chairman
Mr. Vyomesh M Shah	Managing Director
Mr. Sunil Mago	Chief Financial Officer
Mr. Sadanand Sitaram Lad (Upto 16.12.2024)	Company Secretary and Compliance Officer
Mr. Shivil Kapoor (From 13.03.2025)	Company Secretary and Compliance Officer

III. Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1)(a) of Listing
Regulations, the Company is required to have at least one-woman director on the Board.

The Company has Mrs. Bhakti Jaywant Kothare (DIN: 07381095) as Non-Executive Independent Woman Director
on the Board.

IV. Declaration by Independent
Directors and statement on
compliance with the code of conduct

The Company has received necessary declarations with respect to independence from all the independent
directors in compliance of Section 149 (7) of the Companies Act, 2013. The Independent Directors have complied
with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and the Code of
Conduct for Directors and senior management personnel formulated by the Company.

V. Nomination & Remuneration Policy

The Nomination and Remuneration Committee has formulated the Nomination and Remuneration Policy which
sets out the criteria for determining qualifications, positive attributes and independence of Directors. It also lays
down criteria for determining qualifications, positive attributes of KMPs and senior management and other
matters provided under Section 178(3) of the Act and Listing Regulations. The Nomination and Remuneration
Policy of the Company as approved and adopted by the Board is available on the website of the Company at
www.hubtown.co.in.

The policy is in compliance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR)
regulations. The policy covers the following:

1. Objectives, composition and responsibilities of the Nomination and Remuneration Committee

2. Guidelines for NRC on appointment and removal of directors/KMP and senior management

3. Fit and proper criteria to determine the suitability of the person for appointment / continuing to hold
appointment as a Director on the Board of the Company.

4. Criteria for independence - for directors to be appointed as independent directors on board of
the company.

5. Criteria to be considered while appointing KMP, senior management personnel

6. Removal of a director, KMP or senior management

7. Remuneration of directors, key managerial personnel and senior management

8. Evaluation of performance of the Directors and the overall Board broadly on the basis of the
laid-out criteria.

9. Criteria for review of the policy due to change in regulations or as may be felt appropriate by the
Committee subject to the approval of the Board of Directors.

BOARD MEETING

During the Financial Year 2024-25, our Board has met Eight (8) times and the meetings were held on April 22,
2024, May 24, 2024, July 30, 2024, August 13, 2024, November 14, 2024, February 14, 2025, March 13, 2025
and March 17, 2025.

The requisite quorum was present for all the Meetings. The intervening gap between the Meetings was within
the period prescribed under the Act and Listing Regulations.

The Company provides all the Board Members with the facility to participate in the meetings of Board and its
committee through Video Conferencing or Other Audio Visual Means. The details of the meetings have been
enclosed in the Corporate Governance Report, which forms part of this annual report.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the
Independent Directors of the Company was held on May 24, 2024 and February 14, 2025, and the Directors
reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing
Regulations. All the Independent Directors attended the said meeting.

COMMITTEES OF BOARD

The Company has various Committees which have been constituted as part of good corporate governance
practices and the same follow the requirements of the relevant provisions of applicable laws and statutes. The
Committees of the Board are the Audit and Compliance committee, the Nomination and Remuneration
committee, the Stakeholder''s Relationship committee and the Committee of Director. The details with respect to
the composition, powers, roles, terms of reference, Meetings held, and attendance of the Directors at such
Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company
which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions pertaining to Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility (CSR)
is not applicable to your Company during the financial year 2024-25.

DIRECTOR''S RESPONSIBILITY
STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the
Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanations relating to material departures, wherever applicable;

(b) such accounting policies have been selected and applied consistently and the Directors made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31, 2025 and of the profits of the Company for the year ended on that date;

(c) proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal
financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively

VIGIL MECHANISM FOR

THE DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the
Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the
Company. The Whistle Blower Policy is disclosed on the website of Company.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Auditors of the Company.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing
shareholders'' value and providing an optimum risk-reward tradeoff. The risk management approach is based on
a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.

ANNUAL EVALUATION OF DIRECTORS,
COMMITTEE AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation
Framework, under which the Committee has identified criteria upon which every Director, every Committee, and
the Board as a whole shall be evaluated. During the year under review the said evaluation had been carried out.

PARTICULARS OF EMPLOYEES
AND REMUNERATION

The disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure I to
this Report. The statement containing names of top ten employees in terms of the remuneration drawn and the
particulars of employees as required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rules 5
(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
to and forms part of this Report. However, having regard to the provisions to the first proviso of Section 136 (1)
of the Companies Act, 2013, the Annual Report is being sent to all the members of the Company excluding
this information.

The aforesaid statement is available for inspection by the members through electronic mode 21 days before the
AGM, during business hours on working days of the Company upto the date of the ensuing AGM. Any member,
who is interested in obtaining a copy thereof, may write to the Company Secretary at the Registered Office of the
Company. The said information is also available on the website of the Company. None of the employees listed in
the aforesaid statement is a relative of any Director of the Company. None of the employees of the Company is
covered under Rule 5 (3) (viii) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

PAYMENT OF REMUNERATION/COMMISSION
TO EXECUTIVE DIRECTORS FROM HOLDING
OR SUBSIDIARY COMPANIES

Neither of the Managing Director, nor the Whole Time Director of the Company are in receipt of remuneration/
commission from any subsidiary company of the Company. The Company has no holding company.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditors'' appointment

The members of the Company at the 32nd Annual General Meeting held on December 24, 2020 appointed M/s.
JBTM & Associates LLP, Chartered Accountants, (Firm Registration No. 100365W) as the Statutory Auditors of the
Company to hold office for the first term of 5 consecutive years i.e. from the conclusion of the 32nd Annual
General Meeting till the conclusion of the 37th Annual General Meeting to be held in the year 2025.

The re-appointment of M/s. JBTM & Associates LLP, Chartered Accountants (Firm Registration No.: W100365) is
included in the notice of the ensuing Annual General Meeting.

M/s. JBTM & Associates LLP, Chartered Accountants have also confirmed that they meet the criteria for
independence, eligibility and qualification as prescribed in Section 141 of the said Act and do not have any
pecuniary interest in the Company or its subsidiaries, associates and joint venture companies.

Observation of Statutory Auditors on Financial Statements for the year ended
March 31, 2025

The statutory auditor given following qualification in their auditor''s report for the year ended March 31,2025:
The Company has not having provided for Interest expense amounting to '' 7381.14 lakhs on certain
Inter-corporate deposits. Consequent to above, finance cost for the year ended 31st March, 2025 has been
understated by '' 7381.14 Lakhs resulting in a consequential increase in the profit for the year ended 31st March,
2025 to that extent.

Management Response to aforesaid qualification:

The Company has not provided interest on certain inter-corporate deposits, as the company is in process of
re-negotiating the terms / waiver of interest by respective lenders.

Secretarial Audit Report for the year ended March 31, 2025

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of
Listing Regulations, the reports in respect of the Secretarial Audit for FY 2024-25 carried out by M/s. Mihen
Halani & Associates, (C.P. No. 12015), Company Secretaries, in Annexure II - ''Form MR-3'' forms part to this
Annual report. The said report does not contain any adverse observation or qualification or modified opinion.

Cost Auditors

In respect of FY 2024-25, your Company is required to maintain cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013 for the Construction industry, and accordingly
such accounts and records are made and maintained by your Company. The said cost accounts and records are
also required to be audited pursuant to the provisions of Section 148 of the Companies Act, 2013, read with
notifications/ circulars issued by the Ministry of Corporate Affairs from time to time, and accordingly as per the
recommendation of the Audit and Compliance Committee, the Board of Directors has appointed M/s. Shekhar
Joshi & Co., Cost Accountants (Firm Registration No. 100448) as the Cost Auditor of the Company for FY
2024-25.

In respect of FY 2025-26, the Board based on the recommendation of the Audit and Compliance Committee has
approved the appointment of M/s. Shekhar Joshi & Co., Cost Accountants (Firm Registration No. 100448), as the
cost auditors of the Company. The resolution for ratification of the remuneration to be paid for the said
appointment for FY 2025-26 is included in the notice of the ensuing Annual General Meeting.

OTHER DISCLOSURES

Other disclosure as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 are furnished as under

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial
year ended March 31, 2025 is available on the website of the Company at www.hubtown.co.in, under the
section ''Investor Corner''.

Insolvency and Bankruptcy Code, 2016

The following proceedings are pending under the Insolvency and Bankruptcy Code, 2016:

GVFL Trustee Company Pvt. Ltd (Investor/Shareholder) Vs. Hubtown Ltd Comp. App. (AT) (Ins) No. 180
of 2023; Comp. App. (AT) (Ins) No. 181 of 2023; Comp. App. (AT) (Ins) No. 182 of 2023; and Comp. App. (AT)
(Ins) No. 183 of 2023. The matter pertains to exercise of put option (against shares held by GVFL in 4 Gujarat
based Bus Terminal Companies - Joint Ventures of Hubtown) against Hubtown Limited by the Appellant, claiming
the same to be a financial debt. The NCLT dismissed the Appellant''s (GVFL) petition; aggrieved, GVFL has filed
appeals in the NCLAT. Hubtown has filed an interim application for dismissal of the appeals on grounds of
maintainability.

Other than the above, there are no other pending matters in NCLT / NCLAT against Hubtown Limited.

Details of one time settlement with banks or financial institutions:

During the financial year ended 31st March 2025, the Company has successfully settled all its Non-Performing
Asset (NPA) accounts. As a result, there are no NPAs outstanding in the Company''s books as of the balance sheet
date.

Lenders/Assignee Name	Borrower Entity	Settlement Amount Paid (INR Crores)
Anand Rathi Global Finance Limited	Hubtown Limited	27.56
Canara Bank	Hubtown Limited	34.05
Union Bank of India	Hubtown Limited	67.69
Punjab National Bank (Erstwhile United Bank of India)	Hubtown Limited	20.21
Invent Assets Securitization & Reconstruction Pvt. Ltd. (Assigned by UCO Bank)	Hubtown Limited	39.00

Conservation of energy and technology absorption

Technology Absorption and Conservation of Energy as prescribed under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to your Company. However,
your Company has been taking steps at all times for the conservation of energy and technology absorption.

Foreign Exchange Earnings & Outgo

The details of foreign exchange earnings and outgo during the year under review is as under:

Foreign Exchange Earnings - Nil
Foreign Exchange Outgo - Nil

Compliance with Secretarial Standards

The Company is in compliance with the mandatory Secretarial Standards.

Service of documents through electronic means

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including
the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email
IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled
to request for physical copy of any such documents.

Internal Complaint Committee

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee
("ICC") as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company is strongly opposed to sexual harassment and employees are made aware about the
consequences of such acts and about the constitution of ICC.

During the year under review, no complaint was filed with the ICC under the provisions of the said Act. There
were no complaints outstanding as on March 31, 2025.

Corporate Governance

The Corporate Governance report pursuant to regulation 34 of the Listing Regulations for the year under review
and a certificate from M/s Mihen Halani & Associates, Practicing Company Secretaries, our secretarial auditor,
confirming compliance with conditions of Corporate Governance is annexed as Annexure III and Annexure IV to
this Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms
a part of the Annual Report.

Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Reporting pursuant to Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time,
for the financial year ended March 31, 2025 is not applicable to the Company.

Dividend Distribution Policy

In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Dividend Distribution Policy formulated by the Company is available on the website of the
Company.

ACKNOWLEDGEMENTS AND
APPRECIATION

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/
associates, financial institutions and various regulatory authorities for their consistent support/ encouragement
to the Company.

For and on behalf of the Board of Directors

Date: August 12, 2025
Place: Mumbai

Hemant M Shah

Registered Office

Chairman

Hubtown Limited

DIN:00009659

Hubtown Seasons, CTS NO. 469- A, Opp. Jain Temple,

R.K. Chemburkar Marg, Chembur (East), Mumbai, Maharashtra - 400 071.

---

Mar 31, 2024

The Directors are pleased to present herewith the Thirty-Sixth Annual Report of Hubtown Limited ("the Company”) along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS:

The standalone and consolidated financial highlights of your Company for the financial year ended March 31, 2024 are summarized below:

(? in lakh)
	STANDALONE		CONSOLIDATED
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Income from Operations	21,058	21,903	25,772	31,909
Total Income	23,716	23,483	36,203	33,600
Total Expenses	23,074	25,591	43,730	34,206
Profit / (Loss) before Tax	642	(2,108)	(7,527)	(606)
Profit / (Loss) for the year	616	1,081	(8,617)	3,050
Add : Other Comprehensive Income	85	(72)	125	(256)
Total Comprehensive Income (Loss) for the year	701	1,009	(8,492)	2,794
Net Profit / (Loss) attributable to :
— Owners of the Parent	—	—	(8,538)	2,849
— Non-controlling Interest	—	—	(79)	201
Other Comprehensive Income attributable to :
— Owners of the Parent	—	—	117	(216)
— Non-controlling Interest	—	—	8	(40)
Total Comprehensive Income attributable to :
— Owners of the Parent	—	—	(8,421)	2,633
— Non-controlling Interest	—	—	(71)	161
Networth	1,45,953	1,43,740	1,31,280	1,32,873
Earnings per Share before Extraordinary Item (in ?) (EPS)	0.80	1.47	(11.17)	4.16
Earnings per Share after Extraordinary Item (in ?) (EPS)	0.80	1.47	(11.17)	4.16

2. FINANCIAL PERFORMANCE:

The consolidated and standalone financial statements of the Company for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as "the Act”), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations”), which have been reviewed by the Statutory Auditors of the Company.

Standalone Financials:

• Income from operations stood at ? 21058 lakh as against ? 21903 lakh in the previous year representing an decrease of 3.86 %;

• Total Income stood at ? 23716 lakh, increased by 0.99 % as against ? 23483 lakh in the previous year;

• Total Expenses stood at ? 23074 lakh as against ? 25591 lakh in the previous year;

• Profit before Tax was ? 642 lakh as against loss of ? (2108) lakh in the previous year;

• Profit for the year was ? 616 lakh as against profit of ? 1081 lakh in the previous year;

• Earning per Share before and after Extraordinary Item was ? 0.80 as against ? 1.47 in the previous year; and

• Networth of the Company stood at ? 1,45,953 lakh as against ? 1,43,740 lakh in the previous year.

Consolidated Financials:

• Income from operations stood at ? 25,772 lakh as against ? 31909 lakh in the previous year representing an decrease of 19.23 %;

• Total income stood at ? 36,203 lakh as against ? 33,600 lakh in the previous year representing an increase of 7.75 %;

• Total Expenses stood at ? 43730 lakh as against ? 34,206 lakh in the previous year;

• Loss before Tax was ? (7,572) lakh as against loss of ? (606) lakh in the previous year;

• Loss after Tax and Other Items was ? (8,617) lakh as against profit of ? 3050 lakh in the previous year;

• Earning per Share before and after Extraordinary Item was ? (11.17) as against ? 4.16 in the previous year ; and

• Networth of the Company stood at ? 1,31,280 lakh as against ? 1,32,873 lakh in the previous year.

3. DIVIDEND:

With a view to conserve the resources for funding future business requirements, the Directors have not recommended any dividend on the equity shares for the Financial Year ended March 31, 2024.

4. DIVIDEND DISTRIBUTION POLICY:

The provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to framing of ''Dividend Distribution Policy'' are presently not applicable to the Company.

5. TRANSFER TO RESERVES:

No amount is proposed to be transferred to General Reserves during the Financial Year 2023-2024.

6. PREFERENTIAL ISSUE:

Pursuant to the approval by the Board of Directors at its meeting held on June 23, 2022 and approval by the members of the Company at their Extra-Ordinary General Meeting held on July 21, 2022 (''EGM''), the Company, on August 3, 2022, has allotted 72,00,000 warrants, each convertible into one equity share, on preferential basis at an issue price of ? 57/- each, upon receipt of 25% of the issue price as warrant subscription money. Balance 75% of the issue price is payable within 18 months from the allotment date.

As on March 31, 2024, all the warrants issued and allotted by the Company were converted into equal number of fully paid up equity shares.

7. SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31, 2024 was ? 79,93,58,710/-. Presently, the Company does not have any stock option scheme for its employees.

During the year under review:

• The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

8. DEBENTURES:

During the year under review, the Company has issued 700 Secured Non-Convertible Debentures at face value of ? 10 Lakh on a private placement basis on January 25, 2024. As on March 31, 2024 Company has not received subscription amount for the allotment of said Non-Convertible Debentures. After closure of financial year 2023-2024, the Company has allotted 228 Non-Convertible Debentures upon receipt of subscription amount.

9. REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT:

During the year under review, no revision was made in the previous financial statements or the Board''s Reports in respect of any of the three preceding financial years.

10. DETAILS OF DEMAT SUSPENSE ACCOUNT:

Pursuant to Regulation 39 (4) read with Schedule VI to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Company has opened a separate demat suspense account in the name and style of "Hubtown Limited - Unclaimed Shares Suspense Account” and credited the shares of the Company which are remaining unclaimed by the shareholders under the Initial Public Offering (IPO). The details of such unclaimed shares as on March 31, 2024 are set out hereinunder::

Sr. No.	Particulars	No. of shareholders	No. of shares
1.	Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the beginning of the year i.e. April 1, 2023	20	270
2.	No. of shareholders who approached for transfer of shares from the said account during the year 2023-2024	Nil	Nil
3.	No. of shareholders to whom the shares were transferred from the said account during the year 2023-2024	Nil	Nil
4.	Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the end of the year i.e. March 31,2024	20	270

The voting rights on the outstanding unclaimed shares as on March 31, 2024 shall remain frozen as long as the shares remain in the Suspense Account till the rightful owner of such shares claims the shares by submitting the requisite documentary proof of their identity to the Company''s Registrar and Transfer Agent, M/s. Link Intime India Private Limited.

11. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review.

12. REGISTERED OFFICE:

During the year under review, there is no change in the address of Registered Office of the Company.

13. BUSINESS OVERVIEW:

Your Company is one of India''s leading real estate company, engaged in the business of execution and development of real estate projects and currently operates both - on its own and through its subsidiaries / joint ventures / associate companies, partnerships firms and public private partnerships encompassing the construction and development of Residential and Commercial Premises, and Build Operate Transfer (BOT) Projects.

The Company has a Western India focus with presence in major cities such as Mumbai, Thane, Pune, Ahmedabad, Surat, Vadodara and Mehsana.

OVERVIEW OF THE COMPANY''S PROJECTS

(Includes projects being developed / to be developed through subsidiaries / associates / joint ventures / public-private partnerships)

RESIDENTIAL Completed Projects:

Hubtown Heaven - Matunga (East) Mumbai -''A'' and ''B'' Wings	Hubtown Sunstone - Bandra (East) - Mumbai Phase - II
Hubtown Gardenia - Mira Road, Thane	Hill Crest - Andheri (East), Mumbai
Hubtown Countrywoods Phase II - Kondhwa, Pune	Hubtown Vedant - Sion (East) Mumbai - Phase - I & II
Hubtown Seasons - Chembur, Mumbai - Wing - ''D''	Hubtown Greenwoods - Thane Phase - III

Ongoing Projects:
Hubtown Premiere - Andheri (West), Mumbai Wing A, B, C & F	Hubtown Seasons - Chembur, Mumbai
Hubtown Palmrose - Andheri (East)	Rising City - Ghatkopar - Mankhurd Link Road, Mumbai
Hubtown Celeste - Worli, Mumbai

Future Projects:
Hubtown Lakeview Chalets - Thane	Hubtown Countrywoods Phase IV - Kondhwa, Pune

COMMERCIAL:
Completed Projects:
Hubtown Solaris Phase - I, II & III, Andheri East), Mumbai	Joyos Hubtown - Vadodara, Gujarat
Rhythm- Thane

Ongoing Projects
Joyos Hubtown - Ahmedabad; Gujarat	Joyos Hubtown - Mehsana, Gujarat
Joyos Hubtown - Adajan, Gujarat

14. MANAGEMENT DISCUSSION AND ANALYSIS:

ECONOMIC REVIEW Global Economy

According to the latest projections by the International Monetary Fund (IMF), the world economy is expected to continue growing at 3.2% during 2024 and 2025, at the same pace as in 2023. A slight acceleration for advanced economies-where growth is expected to rise from 1.6% in 2023 to 1.7% in 2024 and 1.8% in 2025-will be offset by a modest slowdown in emerging market and developing economies from 4.3% in 2023 to 4.2% in both 2024 and 2025.

I nflation is forecast to decline steadily, from 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025, with advanced economies returning to their inflation targets sooner than emerging markets and developing economies. Core inflation is generally projected to decline more gradually. The global economy has been surprisingly resilient, despite significant central bank interest rate hikes to restore price stability. The global economy witnessed a blend of opportunities and challenges. It persisted with challenges and uncertainties arising on account of inflation dynamics, rising geopolitical tensions leading to supply-chain disruptions and pace of post pandemic recovery.

Indian Economy

India''s economic performance has remained robust despite global challenges and geopolitical concerns. As per the First Advance Estimates (FAE) released by the National Statistical Office (NSO), real Gross Domestic Product (GDP) is expected to grow by 7.3%, in FY2023-24, underpinned by strong investment activity. This can be attributed to strong domestic demand, rural demand pickup, robust investment and sustained manufacturing momentum. Despite the global challenges, India stands out with its strong economic performance, highlighting broad based growth across sectors and asserting its pivotal role in supporting the global growth trajectory.

The government and the RBI''s efforts to combat inflation, including calibrated policy rates, strengthening food buffers and easing imports, have ensured effective inflation management. Consequently, retail inflation in FY 2023-24 witnessed a significant decline, with core inflation dropping to 3.3% in March 2024.

Slowing global trade, presents a challenging landscape for economies worldwide. Despite these headwinds, India''s trade deficit is expected to decline in the coming years as the PLI scheme deepens its coverage and extends to other sectors. Driven by strong exports and resilient remittances, various international agencies and RBI expect the CAD to GDP ratio to have moderated below 1% in FY 2023-24.

The resilient growth demonstrated by the economy has led to expectations that the Indian economy may become the third largest in the next few years. Further, India''s inclusion in the Emerging Markets bond index is also poised to draw significant foreign capital into the country, which would further act as a booster.

INDUSTRY REVIEW

The Indian real estate sector witnessed a strong growth in the past couple of years and is poised for an assuring growth in the future. The Indian real estate sector is a key player in the nation''s economic development. With promising projections in market size, GDP contribution and employment generation, the sector stands as a beacon of growth and opportunity. Nurturing this growth requires a balanced approach, addressing challenges while embracing innovation, ultimately shaping a real estate landscape that is not just expansive but also sustainable.

Indian real estate has seen diverging trends as compared to global peers. Higher interest rates dented housing sales, layoffs and weak consumer sentiment impacted office and retail space leasing in advanced economies. India on the other hand witnessed surge in housing demand, accompanied by recovery in office leasing despite global slowdown in IT/ITes spending. Retail real estate continues to perform well driven by upbeat consumer spending.

REAL ESTATE SECTOR

In FY2024, the real estate sector saw remarkable growth, driven by strong housing demand, stable interest rates, and a robust economy. Real estate investments in India reached $5.1 billion, with a substantial portion allocated to land acquisitions, representing 40% of total investments. This trend expanded to tier 2 and tier 3 cities, highlighting real estate''s attractiveness as an investment avenue, including options like direct purchases, Real-Estate-Investment-Trusts (REITs), and Mortgage-backed-Securities (MBS).

FY2024 was a milestone year for India''s real estate sector, with record-breaking sales and sustained growth. Despite a notable increase in new launches, inventory levels remained stable or decreased in tier-1 cities, highlighting strong demand. The residential segment excelled, driven by stable interest rates, a robust economy, and evolving consumer preferences. The demand for Commercial office space recovered from slowdown induced by remote work trends and global economic slowdown, while the retail real estate sector experienced a robust revival, surpassing prepandemic consumption levels.

MUMBAI REAL ESTATE

Mumbai Metropolitan Region (MMR) continues to remain the largest residential market by a margin. Mumbai emerged as the top performer in the luxury segment, witnessing a 15% year-on-year surge in sales. The city boasts over 40% of the country''s total luxury housing inventory, attracting highnet-worth individuals (HNIs) and ultra-high-net-worth individuals (UHNIs) with its premium locations like Altamount Road, Nepean Sea Road, Bandra and Worli. These areas command high prices, with average property values ranging from '' 20 crore to over '' 60 crore. Occasionally, apartments priced above '' 100 crore are also recorded.

MMR housing industry is going to benefit immensely as new avenue of growth opens up. MMR has emerged as a preferred destination for offshoring by international banks owing to its thriving financial ecosystem and a large pool of high quality BFSI talent. A prominent global bank recently secured ~ 2 Mn sq ft office space in the MMR. This trend is likely to continue and is expected to generate a significant number of high-paying job opportunities. This, in turn, will lead to a surge in demand for housing in MMR.

The enduring confidence of homebuyers in the Mumbai market has maintained a positive outlook. This optimism has driven Mumbai''s property registrations consistently exceeding 10,000 mark for the fourth consecutive month in 2024.

PUNE HOUSING MARKET

Pune has emerged as India''s second largest housing market after MMR in terms of absorption in number of units. This growth can be attributed to Pune''s status as a hub for manufacturing facilities in various industries, including automobiles, defense, and engineering goods, as well as the presence of a significant number of IT services companies. The diversified nature of job providers has made Pune an attractive and steadily growing residential market. Its share in absorption and new launches stood at 18% and 19% respectively of overall top -7 cities in India. New projects launches also rose by 10% YoY to 42,437 units, indicating a preference for larger homes with dedicated workspaces.

The city of Pune has evolved from primarily serving as a manufacturing base for multinational corporations to now attracting these companies to establish their centers for innovation. This shift has resulted in a rise in demand for housing and this trend is expected to continue, further boosting the real estate sector in Pune.

SEGMENT WISE PERFORMANCE:

Commercial:

The commercial sector is important because it has a direct impact on the economic cycle. Commercial infrastructure, such as malls and offices, is critical for economic growth. The recent selling of commercial properties indicates that investors and buyers recognize the value of this sector to the well-being of citizens and the economy.

There are many factors that influence the development of the commercial real estate sector. Commercial real estate is closely connected to the economy and the performance of different sectors. There are various types of companies operating in the sector, such as real estate investors, developers, brokers, managers, and media portals, all facing different challenges and opportunities as industry trends evolve. During the coronavirus pandemic, the need for social distancing led to offices worldwide transitioning to a hybrid working model and demand for office space falling. The boost in e-commerce spending in many countries, on the other hand, resulted in the need for more warehouses, fulfillment centers, and the growth of the industry and logistics real estate sector which facilitates it. Some of the most important themes in the future of the industry are the increasing importance of technological innovation and environmental, social, and governance sustainability (ESG).

Residential:

The residential segment continued with its momentum during the fiscal and exhibited a marked improvement over the last year. The strong demand in the housing segment was well supported by rising affordability, decadal low mortgage rates and surge in the desire of owning a home. The segment saw an unexpected recovery coming out of the pandemic and it turned out to be a strong catalyst for consumers to return to the market. The pandemic also made people realize the importance of need for quality housing and in a number of cases a need to own a bigger house with better amenities and infrastructure. Low-interest rates, the best affordability levels, healthy wage growth, and a waning pandemic with less risk of further disruptions have created a favorable environment for homebuyers who have rediscovered the need for new and better housing.

While financial stress remains a significant factor for developers across markets, healthy and sustained homebuyer activity should pave the way for gradual price increases, allowing them to weather increases in critical input costs such as cement and steel.

Retail:

The retail segment outperformed with sustained growth momentum continuing across the country. Retailing as a business is seasonal, highly dependent on consumer spending and during the current year''s vacation season. There has been a significant rebound of improved footfall and increased consumption. This resurgence is primarily supported by the recovery of the luxury segment and expansion of international brands. Investing in retail real estate has long been a way to take advantage of consumption, which forms a large part of any economy. Retail leases tend to be shorter than those in office buildings, allowing for more frequent mark-to-market rental increases. Because retail consumption is local, retail landlords are able to build in more markets than offices, which tend to be concentrated in large cities.

The luxury segment continued to experience rising resurgence, primarily driven by rising income levels, aspirational lifestyle and growing consumption trends in the country. Realising the notable growth in the luxury segment, numerous foreign retailers have entered and continue to explore the country to capitalise on this growth.

OPPORTUNITIES AND CHALLENGES

Opportunities

As India awaits policy reforms to pick up speed, your Company firmly believes that the demand for Real Estate in a country like India will remain strong in the medium to long term. Your Company''s well accepted brand, contemporary architecture, well designed projects in strategic locations, strong balance sheet and stable financial performance even in testing times make it a preferred choice for customers and shareholders. Your Company is ideally placed to further strengthen its development potential by acquiring new land parcels.

Challenges

While the management of your Company is confident of creating and exploiting the opportunities, it also finds the following challenges:

• Unanticipated delays in project approvals;

• Availability of accomplished and trained labour force;

• Increased cost of manpower;

• Rising cost of construction lead by increase in commodity prices;

• Growth in auxiliary infrastructure facilities; and

• Over regulated environment.

COMPANY STRENGTHS

Your Company continues to capitalize on the market opportunities by leveraging its key strengths.

These include:

1. Brand Reputation: Enjoys higher recall and influences the buying decision of the customer. Strong customer connects further results in higher premium realizations.

2. Execution: Possesses a successful track record of quality execution of projects with contemporary architecture.

3. Transparency: Follows a strong culture of corporate governance and ensures transparency and high levels of business ethics.

4. Highly qualified execution team: Employs experienced, capable and highly qualified design and project management teams who oversee and execute all aspects of project development.

RISKS AND CONCERNS

Market price fluctuation

The performance of your Company may be affected by the sales of its projects. These prices are driven by prevailing market conditions, the nature and location of the projects and other factors such as brand, reputation and the design of the projects. Your Company follows a prudent business model and tries to ensure steady cash flow even during adverse pricing scenario.

Sales volume

The volume of bookings depends on the ability to design projects that will meet customer preferences, getting various approvals in time, general market factors, project launch and customer trust in entering into sale agreements well in advance of receiving possession of the projects. Your Company sells its projects in phases from the time it launches the project, based on the type and scale of the project and depending on market conditions.

Execution

Execution depends on several factors which include labour availability, raw material prices, receipt of approvals and regulatory clearances, access to utilities such as electricity and water, weather conditions and the absence of contingencies such as litigation. Your Company manages the adversities with cautious approach, meticulous planning and by engaging established and reputed contractors. As your Company imports various materials, at times execution is also dependent upon timely shipment and clearance of the material.

Regulatory Hurdles

The real estate industry is subject to extensive regulation, and any negative adjustments in governmental policies or the regulatory framework can negatively influence the sector''s performance. Significant delays in procedures related to acquiring land, determining land use, initiating projects, and obtaining construction approvals are common. Changes in policy applied retrospectively, along with regulatory obstacles, could affect profitability and diminish the appeal of both the sector and the companies'' active within it.

Monetary Tightening and Funding Issues

In recent years, the landscape of real estate financing has shown a marked divergence. Well-established developers with lower debt levels have continued to secure funding with relative ease, benefiting from the selective approach of lenders, while those with weaker financial standings have encountered challenges in accessing capital. The performance of the real estate sector is intricately connected to the broader economic recovery and the prevailing monetary policies. The RBI has maintained an accommodative stance to bolster economic growth. Higher housing loan costs and an escalation in financing costs for developers, who are already contending with margin pressures due to the rising prices of commodities, could have implications.

Shortage of Manpower & Technology

As the country''s second-largest employment provider, the real estate sector relies significantly on manual labour. The pandemic severely impacted this sector due to labour shortages, disrupting project completion schedules. Consequently, there''s a pressing need for the adoption of alternative construction methods that are less dependent on manual labour and more on technology.

OUTLOOK

In 2024, we anticipate an opportunity for the Indian economy to become a world leader. The real estate sector is likely to continue on its journey of long term growth as we see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization and most of all a larger focus of the world on us as the next big economy. FY 2023-2024 was an exciting year for the real estate sector.

An increase in earning potential, a need for a better standard of living and the growing base of aspirational consumers and their lifestyle changes have led to substantial growth in the sector. With suited economic growth, the premium housing segment will also witness higher demand in the years to come.

Strengthen relationships with key service providers and develop multiple vendors:

In order to continue delivering landmark offerings to our customer, we shall further strengthen our relationship with our key service providers, i.e. architects, designer and contractors. Your Company is also working on strategy to develop more and more vendors who can deliver product and services in line with Company''s philosophy and product offerings.

HUMAN RESOURCES:

The Company recognizes that its people are the key to the success of the organization and in meeting its business objectives. The Human Resources function endeavours to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives, which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial. The Company had 61 employees on its payroll as on March 31,2024.

Your Company has a robust Career Development framework that gives employees the power to define aspirations and take charge of their career. They can discuss their development needs and aspirations with their managers and carve a development plan for the future. Your Company extends the required assistance to employees and provide them with opportunities that can facilitate employees to grow both personally and professionally. This enables employees to achieve their career goals and in turn creates a set of motivated, valuable and skilled workforce.

Health and Safety:

Your Company is always committed to the health and safety of its employees. Your Company provides a clean, hygienic and conducive work environment to all employees and doubled these efforts during the pandemic.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control systems, commensurate with the size and nature of its business. Well documented policies and procedures to monitor business and operational performance are supported by IT systems, all of which are aimed at ensuring business integrity and promoting operational efficiency. Your Company has also focused on upgrading the IT infrastructure - both in terms of hardware and

software. In addition to the existing ERP platform, the Company is presently reviewing the process documentation to ensure effectiveness of the controls in all the critical functional areas of the Company. A firm of internal auditors appointed by the Company conducts periodical audits to ensure adequacy of internal control systems, adherence to management policies and compliance with laws and regulations. Their scope of work includes internal controls on accounting, efficiency and economy of operations. The internal auditors also report on the implementation of their recommendations.

Reports of the Internal Auditors are regularly reviewed at the Audit and Compliance Committee meetings. The Audit and Compliance Committee also reviews the adequacy and effectiveness of the internal control systems and suggests improvements, when so required.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key financial ratios.

Sr. No.	Particulars of Ratio	Ratio 2023-24 (A)	Ratio 2022-23 (B)	Percentage Change (A-B)/B*100
i	Debtor Turnover Ratio	1.29	1.12	15%
ii	Inventory Turnover Ratio	0.21	0.20	5%
iii	Interest Coverage Ratio	1.14	0.56	104%
iv	Current Ratio	1.27	1.05	21%
v	Debt Equity Ratio	0.50	0.56	-11%
vi	Operating Profit Margin	(0.10)	(0.17)	-44%
vii	Net Profit Margin	0.03	0.05	-40%
viii	Return on Networth	0.00	0.01	-58%

Reason for change in 25% or more in key financial ratios as compared to the immediately previous financial year:
1.	Interest Coverage Ratio :	(Change in Ratio is consequent to increase in Profits and decrease in Finance cost as compared to last year)
2.	Operating Profit Margin :	(Change in ratio is due to comprative Decrease in cost and marginal decrease in Revenue as compared to last year)
3.	Net Profit Margin :	(Change in Net profit ratio is due to deffered Tax Charge during the Year, compared to Credit in the previous Year)
4.	Return on Networth :	(Change in ratio is consequent to increase in Total Equity as compared to last year)

CAUTIONARY STATEMENT

This management discussion and analysis contain forward looking statements that reflects your Company''s current views with respect to future events and financial performance. The actual results may differ materially from those anticipated in the forward looking statements as a result of many factors.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL''S:

Following changes took place in the Board during the Financial Year 2023-24:

Mr. Jignesh Hansraj Gala (DIN: 07463896), was appointed as a Non-Executive - Independent Director by the Board of Directors w.e.f. May 29, 2023. Further, the appointment was approved by the Members of the Company vide a Special Resolution passed through Postal Ballot on July 01, 2023.

Mr. Sunil Chandrakant Shah (DIN: 06947244), Non-Executive - Independent Director stepped down from the Board of Directors of the Company owing to his pre-occupation and other personal commitments, with effect from October 16, 2023. The Board places on record its sincere appreciation for the invaluable contribution by Mr. Sunil Chandrakant Shah to the deliberations of the meetings of the Board and the Committee of the Board of which he was a member during his tenure as Director of the Company.

In accordance with the provisions of Section 152 (6) of the Act and the Company''s Articles of Association, Mr. Vyomesh M. Shah, Executive Non-Independent Director retires by rotation at the ensuring Annual General Meeting and, being eligible, offers himself for re-appointment. Mr. Vyomesh M. Shah is not disqualified from being re-appointed as a Director by virtue of the provisions of Section 164 of the Companies Act, 2013. The proposal for his re-appointment has been included in the Notice convening the ensuing Annual General Meeting.

Based on the recommendations of the Nomination and Remuneration Committee, Mr. Hemant M. Shah and Mr. Vyomesh M. Shah, were reappointed as Executive Chairman and Managing Director respectively for a period of three years, effective from January 01, 2025 to December 31, 2027, by the Board of Directors in its meeting held on May 24, 2024, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

Brief resumes of Mr. Hemant M. Shah and Vyomesh M. Shah, nature of his expertise in specific functional areas, names of companies in which he is a director and member of Board committees and shareholding in the Company as required under Regulation 36 (3) of the SEBI Listing Regulations read with clause 1.2.5 of Secretarial Standards SS-2 on general meeting, is furnished in the annexure to the Notice convening the Annual General Meeting.

The Notice convening the ensuing Annual General Meeting includes the proposals for appointment / re-appointment of Director / Executive Chairman / Managing Director.

During the year under review, the Independent Directors and Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act.

Except for Executive Chairman and the Managing Director who are related to each other being brothers, none of the other Directors of the Company are inter-se related to each other.

Key Managerial Personnel''s:

During the year under review, there is no change in the Key Managerial personnel''s of the Company.

16. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(7) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of SEBI Listing Regulations, the Company imparted various familiarization programmes for its Independent Directors including, Industry Outlook at the Board Meetings, Regulatory updates at Board Meetings and Audit and Compliance Committee Meetings covering changes with respect to the Companies Act, SEBI Listing Regulations, Taxation and other matters, Prevention of Insider Trading Regulations, SEBI Takeover Regulations, meeting with Senior Executive(s) of the Company, etc.

The details of familiarization programme for Independent Directors held during the year 2023-2024 have been disclosed on the website of the Company and are available at the link http://hubtown.co.in/investors.

18. PAYMENT OF REMUNERATION / COMMISSION TO EXECUTIVE DIRECTORS FROM SUBSIDIARY COMPANIES:

During the year under review, neither the Executive Chairman nor the Managing Director was in receipt of any remuneration/commission from any of the subsidiary companies of the Company. The Company has no holding company.

19. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 7 (Seven) times during the year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and the Rules made there under and Regulation 17 (2) of the SEBI Listing Regulations. Additionally, during the year ended March 31, 2024, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013. For further details, kindly refer to the section on ''Corporate Governance Report'' forming part of this Annual Report.

20. COMMITTEES OF THE BOARD:

There are currently four (4) Committees of the Board, which are as under:

• Audit and Compliance Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Committee of Directors.

Details of the aforesaid Committees including their composition, terms of reference and meetings held during the year under review, are provided in the section on ''Corporate Governance Report'', which forms part of this Annual Report.

During the year under review, all the recommendations put forth by the Audit and Compliance Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee, were duly considered and accepted by the Board of Directors.

21. INTERNAL FINANCIAL CONTROLS:

The Company has in place an adequate system of internal controls commensurate with the size and nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and removal. Significant audit observations and follow-up action thereon are reported to the Audit and Compliance Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2023-2024.

22. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Part ''D'' of Schedule II to the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfillment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee meetings to fulfill duties assigned to it, adequacy and timeliness of the agenda and minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committee''s recommendation for the decisions of the Board, etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. The performance evaluation of the Executive Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Managing Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process. The Independent Directors and Executive Chairman also carried out performance evaluation of the Managing Director of the Company.

In addition, the Independent Directors were also evaluated on the basis of fulfillment of independence criteria and independence from the management.

23. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy for selection and appointment of Directors, Key Managerial Personnel''s and Senior Management and the remuneration payable to them as provided under Section 178 (3) of the Companies Act, 2013 and Regulation 19 (4) (Part ''D'' of Schedule II) of the SEBI Listing Regulations is hosted on the website of the Company at http://hubtown.co.in/investors/74.

24. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the annual financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable;

(ii) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2024, and of the profit of the Company for the financial year ended on that date;

(iii) proper and sufficient care was taken 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;

(iv) the annual accounts of the Company have been prepared on a ''going concern'' basis;

(v) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. CONSOLIDATED FINANCIAL STATEMENTS:

The Audited Consolidated Financial Statements prepared in accordance with the applicable Ind AS and Regulation 33 of the SEBI Listing Regulations and Section 129 (3) of the Companies Act, 2013 forms part of this Annual Report.

26. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31, 2024, the Company had 13 subsidiaries, 4 associates and 5 joint venture companies.

During the year Vinca Developer Private Limited and Rare Townships Private Limited became the subsidiary of the Company and SHK Hotels and Hospitality Private Limited and Rare Townships Private Limited ceased to be Associates of the Company.

The Company has four (4) material subsidiaries as on March 31, 2024, viz.

S. No.	Name	Date and place of Incorporation	Name of Statutory Auditor ("SA")	Date of appointment of SA
1	Joynest Premises Private Limited	June 19, 2008 at Mumbai, Maharashtra	A.D. Sheth & Associates	September 07, 2020
2	Rare Townships Private Limited	June 05, 2000 at Mumbai, Maharashtra	NDAA & Associates LLP	November 30, 2021
3	Citywood Builders Private Limited	April 16, 2009 at Mumbai, Maharashtra	Sanket R Shah & Associates	September 24, 2019
4	Vinca Developer Private Limited	August 04, 2008 at Mumbai, Maharashtra	M.K. Gohel & Associates	September 30, 2019

There has been no change in the nature of business of any of the said subsidiaries, associates and joint venture companies.

The Policy for determining ''material subsidiary'' under Explanation to Regulation 16 (1) (c) of SEBI Listing Regulations as approved by the Board of Directors is posted on the Company''s website at the link: http://hubtown.co.in/investors.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at the link: http://hubtown.co.in/investors. Further, as per fourth proviso of the said Section, the audited annual accounts of the subsidiaries have also been placed on the website of the Company at the link: http://hubtown.co.in/investors.

The Company will make available the financial statements of its subsidiaries, joint venture companies and associates (collectively referred to as ''Subsidiaries'') and the related information to any member of the Company who may be interested in obtaining the same. The financial statements of the Subsidiaries will also be available for inspection through electronic mode.

Additional information as required under Schedule III to the Companies Act, 2013 in respect of entities consolidated as subsidiaries/associates/ jointly controlled entities is furnished in Note 3.1 to the consolidated financial statements.

27. REPORT ON THE PERFORMANCE AND THE FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the performance and the financial statements of the subsidiaries, associates and joint venture companies for the financial year ended March 31, 2024 in the prescribed Form AOC-1 forms part of the notes to the financial statements.

28. AUDITORS:

Statutory Auditors:

In accordance with the provisions of Section 139 of the Companies, Act, 2013 and the Rules made there under, M/s. J B T M & Associates LLP, Chartered Accountants (Firm Registration No.: W100365) were appointed as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company to be held for the year 2025.

M/s. J B T M & Associates LLP, Chartered Accountants have also confirmed that they meet the criteria for independence, eligibility and qualification as prescribed in Section 141 of the said Act and do not have any pecuniary interest in the Company or its subsidiaries, associates and joint venture companies.

Qualification by Auditors:

The Company has not having provided for Interest expense amounting to ? 7637.86 lakhs on certain Inter-corporate deposits. Consequent to above, finance cost for the year ended 31st March, 2024 has been understated by ? 7637.86 Lakhs resulting in a consequential increase in the profit for the year ended 31st March, 2024 to that extent.

Management Response:

The Company has not provided interest on certain inter-corporate deposits, as the company is in process of re-negotiating the terms / waiver of interest by respective lenders.

Fraud Reporting:

The Directors of the Company confirm that during the year under review, no instances of fraud were reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules made there under either to the Company or to the Central Government.

Cost Records:

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 for the year ended March 31, 2024.

Cost Auditors:

Based on the recommendation of the Audit and Compliance Committee, the Board has appointed M/s. Shekhar Joshi & Co., Cost Accountants (Firm Registration No. : 100448) as Cost Auditors to conduct the audit of the cost records of the Company for the year ending March 31, 2024 at a fee of ? 1,50,000/- (Rupees One Lakh Fifty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, subject to ratification of the said fees by the members in the Annual General Meeting pursuant to Section 148 of the Companies Act, 2013. Accordingly, the resolution pertaining to ratification of the remuneration payable to the Cost Auditor was approved by the members at the 35th AGM held on Thursday, September 21, 2023.

In respect of Financial Year 2024-25, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Shekhar Joshi & Co., Cost Accountants, as the Cost Auditors of the Company. The resolution for ratification of the remuneration to be paid for the said appointment for Financial Year 2024-25 is included in the notice of the ensuing Annual General Meeting.

Cost Audit Report:

The Cost Audit Report for the year ended March 31, 2024 pursuant to the Companies (Cost Accounting Records) Rules, 2011 will be filed within the period stipulated under the Companies Act, 2013 or such other period as may be prescribed.

Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Board of Directors of the Company has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries to conduct the secretarial audit of the Company.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report given by the Secretarial Auditors in the Form No. MR-3 is annexed with this Report as Annexure - A. Also the Secretarial Audit Reports for FY 2023-24 in Form No. MR-3 in respect of the material unlisted subsidiaries of your company, form part of thei report.

Replies to Secretarial Auditor''s Qualifications/ Observations:

There were no observations identified of the Secretarial Auditors and do not call for any further clarification /elaboration.

Annual Secretarial Compliance Report:

A Secretarial Compliance Report for the financial year ended March 31, 2024 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from M/s. Mihen Halani & Associates, Secretarial Auditors of the Company, and the same is filed with the Stock Exchanges within prescribed timeline.

29. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the Annual return will be available on the website of the Company at the link http://hubtown.co.in/investors.

30. MATERIAL CHANGES AND COMMITMENTS:

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

31. DEPOSITS:

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

32. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Pursuant to Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 read with Regulation 4 (2) (d) (iv) of the SEBI Listing Regulations, the Company has framed a Whistle Blower Policy as the vigil mechanism for Directors and employees of the Company to report their genuine concerns in the prescribed manner, to freely communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company''s Codes or Policies. The vigil mechanism is overseen by the Audit and Compliance Committee. During the year under review, no such incidence was reported and no personnel were denied access to the Chairman of the Audit and Compliance Committee.

The Whistle Blower Policy has been uploaded on the Company website at the link: http://hubtown.co.in/investors.

33. RISK MANAGEMENT:

Presently, the provisions of Regulation 21 of the SEBI Listing Regulations relating to the ''Risk Management Committee'' are not applicable to the Company. The Board of Directors had constituted a ''Risk Management Committee'' under Clause 49 of the erstwhile Listing Agreement and framed a ''Risk Management Policy'' to identify, assess, monitor and mitigate various risks to key business objectives. However, the same was dissolved during the year due to non-applicability. Major risks identified by the functions are systematically addressed through mitigating actions on a continuing basis.

34. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As the Company is engaged in the business of ''real estate development'' included in the term ''Infrastructure Facilities'' as defined in Clause (8) (a) of Schedule VI to the Companies Act, 2013, the provisions of Section 186 of the said Act related to loans made, guarantees given or securities provided are not applicable to the Company. Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2024.

35. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions with related parties as defined under the Companies Act, 2013 and SEBI Listing Regulations that were entered into by the Company during the year under review were in the ordinary course of business and on an arm''s length basis. There were no contracts / arrangements / transactions with related parties, as defined under Section 188 of the Companies Act, 2013, which could be considered material under the SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134 (3) of the Companies Act, 2013 in Form AOC -2 is not applicable. There were no materially significant related party transactions with the Company''s Promoters, Directors, Key Managerial Personnel''s or their relatives which could have a potential conflict with the interest of the Company at large.

The Policy for determining the materiality of related party transactions and dealing with related party transactions as approved by the Board pursuant to Regulation 23 of SEBI Listing Regulations is uploaded on the Company''s website at the link: http://hubtown.co.in/investors/codeandpolicies.

Attention of members is drawn to the disclosure of transactions with related parties as set out in Notes to Accounts - Note 34 forming part of the standalone financial statements.

The transactions with person or entity belonging to the promoter/promoter group which holds 10 per cent or more shareholding in the Company as required under Schedule V, Part A (2A) of the SEBI Listing Regulations is given in Note 34 (on related party transactions) forming part of the standalone financial statements.

36. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

Further, detail pertaining to proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016 (''IBC'') during the year under review is as under:

• A petition under Section 7 of Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 was filed by the Company against Tin Time Consultancy Private Limited and as on end of the financial year it was under process.

Other than aforesaid petition there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, during the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee has formulated the policy on Corporate Social Responsibility (CSR) indicating the activities to be undertaken by the Company. During the financial year 2023-2024, the Company was not required to spend towards corporate social activities in view of loss incurred by the Company. Further, due to Non-Applicability, the CSR Committee was dissolved during the year.

The annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure ''B'' appended to this Report.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has put in place a ''Policy on Prevention of Sexual Harassment at Workplace'' in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no such complaints were received by the Committee for redressal and that adequate access was provided to any complainant who wished to register a complaint under the Policy. The said Policy is available on the website of the Company at http://hubtown.co.in/investors.

The details required to be given under the aforesaid Act forms part of the report on Corporate Governance.

39. CORPORATE GOVERNANCE:

The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V (E) of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Report.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014.

During the year under review, the Company had ''Nil'' foreign exchange earnings and had incurred expenditure of ? Nil in foreign exchange.

41. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - ''C'' to this Report.

The statement containing names of top ten employees in terms of the remuneration drawn and the particulars of employees as required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this Report. However, having regard to the provisions to the first proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to all the members of the Company excluding this information. The aforesaid statement is available for inspection by the members through electronic mode 21 days before the AGM, during business hours on working days of the Company upto the date of the ensuing AGM.

Any member, who is interested in obtaining a copy thereof, may write to the Company Secretary at the Registered Office of the Company. The said information is also available on the website of the Company. None of the employees listed in the aforesaid statement is a relative of any Director of the Company. None of the employees of the Company is covered under Rule 5 (3) (viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

42. CODE OF CONDUCT:

The Board of Directors has adopted Code of Conduct and Ethics for the Board of Directors and Senior Management Personnel of the Company in terms of Regulation 17 (5) of the SEBI Listing Regulations. All Board members and Senior Management Personnel have affirmed their compliance with the said Code for the financial year ended March 31, 2024.

A declaration to this effect signed by the Managing Director is appended as Annexure II to the Corporate Governance Report.

The said Code of Conduct can be viewed on the Company''s website at http://hubtown.co.in/investors.

43. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management and Discussion & Analysis, which forms part of this report.

44. AFFIRMATION REGARDING COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARD:

The Board affirms compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India namely SS-1 and SS-2 relating to the Meetings of the Board and its Committees and General Meetings respectively.

45. CEO AND CFO CERTIFICATION:

A certificate from the Managing Director and the Chief Financial Officer, pursuant to Regulation 17 (8) of SEBI Listing Regulations for the year under review was placed before the Board of Directors of the Company at its meeting held on May 24, 2024 which is appended to and forms part of the Corporate Governance Report.

46. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

A certificate from a company secretary in practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as stipulated under Regulation 34 (3) read with clause 10 (i) of para C of Schedule V to the SEBI Listing Regulations is appended to and forms part of the Corporate Governance Report.

47. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners / associates, financial institutions and various regulatory authorities for their consistent support / encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

DISCLAIMER:

Certain statements made in the Directors'' Report and the Management Discussion and Analysis may constitute ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Several factors could make significant difference to the Company''s operations that include labour and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in interest rates, changes in government regulations, tax regimes, economic development within India and other incidental factors. The Company does not undertake any obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.

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Mar 31, 2023

The Directors are pleased to present herewith the Thirty-Fifth Annual Report of Hubtown Limited ("the Company”) along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS:

The standalone and consolidated financial highlights of your Company for the financial year ended March 31, 2023 are summarized below

	STANDALONE		CONSOLIDATED
	March 31, 2023	March 31,2022	March 31, 2023	March 31,2022
Income from Operations	21903	18282	31909	19028
Total Income	23483	24723	33599	21419
Total Expenses	25591	36391	34205	34113
Profit / (Loss) before Tax	(2108)	(11668)	(606)	(12694)
Profit / (Loss) for the year	1081	(12089)	3050	(12841)
Add : Other Comprehensive Income	(73)	405	(256)	396
Total Comprehensive Income (Loss) for the year	1008	(11684)	2794	(12445)
Net Profit / (Loss) attributable to :
— Owners of the Parent	—	—	2849	(12608)
— Non-controlling Interest	—	—	201	(234)
Other Comprehensive Income attributable to :
— Owners of the Parent	—	—	(216)	398
— Non-controlling Interest	—	—	(40)	(2)
Total Comprehensive Income attributable to :
— Owners of the Parent	—	—	2633	(12209)
— Non-controlling Interest	—	—	161	(236)
Networth	143740	140140	132873	130769
Earnings per Share before Extraordinary Item (?) (EPS)	1.47	(16.62)	4.16	(17.33)
Earnings per Share after Extraordinary Item (?) (EPS)	1.47	(16.62)	4.16	(17.33)

2. FINANCIAL PERFORMANCE:

The consolidated and standalone financial statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as "the Act”), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations”), which have been reviewed by the Statutory Auditor of the Company.

Standalone Financials:

• Income from operations stood at ? 21903 lakh as against ? 18282 lakh in the previous year representing an increase of 19.81 %;

• Total Income stood at ? 23483 lakh, lower by 5.02 % as against ? 24723 lakh in the previous year;

• Total Expenses stood at ? 25591 lakh as against ? 36391 lakh in the previous year;

• Loss before Tax was ? (2108) lakh as against loss of ? (11668) lakh in the previous year;

• Profit for the year was ? 1081 lakh as against loss of ? (12089) lakh in the previous year;

• Earning per Share before and after Extraordinary Item was ? 1.47 as against ? (16.62) in the previous year; and

• Networth of the Company stood at ?143740 lakh as against ? 140140 lakh in the previous year.

Consolidated Financials:

• Income from operations stood at ? 31909 lakh as against ? 19028 lakh in the previous year representing an increase of 67.69 %;

• Total income stood at ? 33599 lakh as against ? 21419 lakh in the previous year representing an increase of 56.87 %;

• Total Expenses stood at ? 34205 lakh as against ? 34113 lakh in the previous year;

• Loss before Tax was ? (606) lakh as against loss of ? (12694) lakh in the previous year;

• Profit after Tax and Other Items was ? 3050 lakh as against loss of ? (12841) lakh in the previous year;

• Earning per Share before and after Extraordinary Item was ? 4.16 as against ? (17.33) Lakh in the previous year ; and

• Networth of the Company stood at ? 132873 lakh as against ? 130769 lakh in the previous year.

3. DIVIDEND:

With a view to conserve the resources for funding future business requirements, the Directors have not recommended any dividend on the equity shares for the Financial Year ended March 31, 2023.

4. DIVIDEND DISTRIBUTION POLICY:

The provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to framing of ''Dividend Distribution Policy'' are presently not applicable to the Company.

5. TRANSFER TO RESERVES:

No amount is proposed to be transferred to General Reserves during the Financial Year 2022-2023.

6. PREFERENTIAL ISSUE:

Pursuant to the approval by the Board of Directors at its meeting held on June 23, 2022 and approval by the members of the Company at their Extra-Ordinary General Meeting held on July 21,2022 (''EGM''), the Company, on August 3, 2022, has allotted 72,00,000 warrants, each convertible into one equity share, on preferential basis at an issue price of ? 57/- each, upon receipt of 25% of the issue price as warrant subscription money. Balance 75% of the issue price is payable within 18 months from the allotment date. The Company, till date, has allotted 36,00,000 fully paid up equity shares against conversion of equal number of warrants.

7. SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31, 2023 was ?76,33,58,710/-. Presently, the Company does not have any stock option scheme for its employees.

During the year under review:

• The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

8. DEBENTURES:

During the year under review, the Company has not made any fresh issue of debentures.

9. REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT:

During the year under review, no revision was made in the previous financial statements or the Board''s Reports in respect of any of the three preceding financial years.

10. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of employees and hence no disclosure is required under Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014.

11. DETAILS OF DEMAT SUSPENSE ACCOUNT:

Pursuant to Regulation 39 (4) read with Schedule VI to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Company has opened a separate demat suspense account in the name and style of "Hubtown Limited - Unclaimed Shares Suspense Account” and credited the shares of the Company which are remaining unclaimed by the shareholders under the Initial Public Offering (IPO). The details of such unclaimed shares as on March 31, 2023 are set out hereinunder:

Sr. No.	Particulars	No. of shareholders	No. of shares
1.	Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the beginning of the year i.e. April 1, 2022	20	270
2.	No. of shareholders who approached for transfer of shares from the said account during the year 2022-2023	Nil	Nil
3.	No. of shareholders to whom the shares were transferred from the said account during the year 2022-2023	Nil	Nil
4.	Aggregate no. of shareholders and the outstanding shares in the aforesaid suspense account lying at the end of the year i.e. March 31, 2023	20	270

The voting rights on the outstanding unclaimed shares as on March 31, 2023 shall remain frozen as long as the shares remain in the Suspense Account till the rightful owner of such shares claims the shares by submitting the requisite documentary proof of their identity to the Company''s Registrar and Transfer Agent, M/s. Link Intime India Private Limited.

12. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review.

13. REGISTERED OFFICE:

During the year under review, there is no change in the address of Registered Office of the Company.

14. BUSINESS OVERVIEW:

Your Company is one of India''s leading real estate company, engaged in the business of execution and development of real estate projects and currently operates both - on its own and through its subsidiaries / joint ventures / associate companies, partnerships firms and public private partnerships encompassing the construction and development of Residential and Commercial Premises, and Build Operate Transfer (BOT) Projects.

The Company has a Western India focus with presence in major cities such as Mumbai, Thane, Pune, Ahmedabad, Surat, Vadodara and Mehsana. OVERVIEW OF THE COMPANY''S PROJECTS

(Includes projects being developed / to be developed through subsidiaries / associates / joint ventures / public-private partnerships)

RESIDENTIAL

Completed Projects:

Hubtown Heaven - Matunga (East) Mumbai -''A'' and ''B'' Wings	Hubtown Sunstone - Bandra (East) - Mumbai Phase - I & Phase II
Hubtown Gardenia - Mira Road, Thane	Hubtown Sunmist - Andheri (East) Mumbai -''A'' Wing
Hubtown Countrywoods Phase II - Kondhwa, Pune	Hill Crest - Andheri (East), Mumbai
Hubtown Vedant - Sion (East) Mumbai - Phase - I & II	Hubtown Greenwoods - Thane Phase - I, II & III
Hubtown Seasons - Chembur, Mumbai - Wing - ''D''

Ongoing Projects:
Hubtown Seasons - Chembur, Mumbai	Hubtown Serene - Bandra (East), Mumbai
Hubtown Heaven, ''C'' Wing - Matunga (East) Mumbai.	Hubtown Celeste - Worli, Mumbai

Hubtown Countrywoods - Phase III - Kondhwa, Pune	Hubtown Premiere - Andheri (West), Mumbai
Rising City - Ghatkopar - Mankhurd Link Road, Mumbai
Future Projects:
Eden Rose- Andheri (E), Mumbai	Hubtown Countrywoods Phase IV - Kondhwa, Pune
Hubtown Lakeview Chalets - Thane
COMMERCIAL:
Completed Projects:
Hubtown Viva - Phase - II , Jogeshwari (East), Mumbai	Hubtown Solaris Phase - I, II & III, Andheri East), Mumbai
Ongoing Projects
Rhythm- Thane;	Joyos Hubtown - Vadodara, Gujarat
Joyos Hubtown - Ahmedabad; Gujarat	Joyos Hubtown - Mehsana, Gujarat
Joyos Hubtown - Adajan, Gujarat

15. MANAGEMENT DISCUSSION AND ANALYSIS:

ECONOMIC REVIEW Global economy

The global economy in FY 2022-23 remained uncertain with continued disruption in the supply chain, increased commodity prices due to the geo-political uncertainties led by the Russia -Ukraine War and ebbing of the Pandemic. Supply disruptions, commodity price rises and pent-up demand have led to a high inflationary environment forcing Central Banks across the globe to adopt aggressive tightening monetary policy, resulting in a steep rise in the interest rates. Focused actions on returning inflation to targeted levels have started to exhibit some green shoots, however, Central Banks and the Policymakers continue to keep a close watch on these aspects.

Despite many such challenges, global economy recorded a slow paced growth to 2.8% in 2023, and is expected to accelerate at 3.0% in 2024 as per the estimates of International Monetary Fund (IMF). The IMF also forecasted that the Global headline inflation is expected to fall from 8.7% in 2022 to 7 percent in 2023 on the back of lower commodity prices but underlying (core) inflation is likely to decline more slowly.

Indian economy

The Indian economy exhibited a strong performance during 2023 amidst global uncertainty. Indian economy is one of the fastest growing economies in 2023-24 due to improved macroeconomics fundamentals and sustained momentum in Indian economy. A pandemic, increasing geopolitical tensions, supply chain disruptions and inflation have exposed fault lines in weaker economies and governments around the world. India has on the other hand withstood much of this volatility and fastest growing large economy. India also has the distinction of remaining true to climate change goals. While certain commercial challenges such as rising construction costs and supply shortages persist, the bold structural reforms carried out by the Government along with good governance and fiscal disciple, have paved the way for greater investment in infrastructure and stronger GDP growth in the long term.

The improving economic indicators along with a major capex push by the Indian Government have led to the RBI marginally improving its real GDP forecast to 6.5% for the Fiscal Year 2023-24. After a cumulative increase of 250 bps since May 2022, the RBI in its Monetary Policy Committee meeting decided to halt the rate hikes.

The Reserve Bank of India (RBI) has also raised the benchmark repo rates by 90 bps in line with the global trends. The Monetary Policy Committee is now adopting a balanced approach between growth and inflation control. However, the underlying fundamentals for Indian Economy appear to be strong and are expected to withstand these turbulent times. The government''s focus has rightly been on sectors such as infrastructure, construction and manufacturing that creates jobs for workers across all skills. Growth is expected to be brisk in 2023-24 on the back of robust credit growth, positive capital investment cycle given the demand as well as the strengthening of the balance sheets of the corporate and banking sector.

INDUSTRY REVIEW

The residential segment witnessed strong recovery during the last fiscal. The commercial segment exhibited resilient performance with gradual recovery resulting in increase of occupance levels across quality assets. The retail segment displayed a robust growth due to increase in consumption and footfalls.

The real estate industry saw a structural change in the customer behaviour and preferences which led to a gain in momentum during 2023 despite the uncertainties posed by global economic slowdown as well as steep interest rate hikes.

The Central Government continued its focus on boosting availability of affordable homes under the Pradhan Mantri Awas Yojana (PMAY). The establishment of the Special Window for Affordable and Mid-Income Housing (SWAMIH) fund proved beneficial in enabling completion of stuck projects by providing last mile funding for such projects. By March 2023, SWAMIH has approved 130 projects with sanctions worth ? 12,000 crores. Approximately 20,557 homes have been completed since its inception in 2019 and it is expected to complete over approximately 81,000 homes across Tier 1 and 2 cities in the next three years. The fund has also played a critical role in the growth of many ancillary industries in the real estate and infrastructure sector, having successfully unlocked liquidity of more than ? 35,000 crores.

REAL ESTATE SECTOR

The Indian real estate sector which was virtually written off during the first wave of COVID-19 had proven to be resilient and was recovering well when the second wave struck and since then the residential sector had shown astounding progress in 2022 setting new sales records of 68% year on year, demonstrating the industry''s prominence as one of India''s fastest growing industries. After 2 years of being affected by COVID, Tier 2 and 3 cities have arisen a fresh major real estate trends in 2022.

While the residential segment witnessed strong revival, the recovery for commercial sector has been resilient in the backdrop of lingering uncertainties driven by adverse global macro headwings. The recovery in this segment remains on track though was marginally slower than expected on account of delay in corporate occupier''s decision making amidst these uncertainties. The IT sector, Flexible Workspaces, BFSI, Engineering and Manufacturing are doing well which bodes well for office space amongst the overall demand.

MUMBAI REAL ESTATE

Mumbai, being the largest real estate market in the country is set for a major boom, which will further add to the overall surge. For close to 5 years, Mumbai has resembled a gigantic construction site. A new coastal road, a metro rail and a trans harbour link are among the many ongoing infrastructure projects that are meant to transform India''s commercial capital into a modern and efficient city. As these projects complete over the next few years, new micro markets will open up in and around Mumbai, as commuting would become easier. That will boost real estate development further. Steady rise in demand for homes boosted realtors'' confidence and egged them on to launch more projects.

Mumbai Metropolitan Region (MMR) is the largest residential market in India with over 30% contribution to absorption volume and around 45% by value. Given the higher capital values and profit margins, MMR is also the most profitable market with likely accounting for over 50% of the profit pool of the residential market in Indian top - 7 cities.

PUNE HOUSING MARKET OVERVIEW

Pune is a hub for manufacturing activities across various industries such as automobiles, defence, engineering goods etc. It also has a presence of a large number of IT Services companies. The diversified nature of job providers has made Pune an attractive and steadily growing residential market. Pune market stood third in terms of both new launches and home sales across the top 7 cities - comprising total share of 18% and 16% respectively of overall top -7 cities. As per Anarock Research, Pune reported a 59% YoY growth in unit absorption and achieved sales of over 57,000 units. Similar to MMR, available inventory in Pune is now around 20 months of sales. Home prices in the Pune market have witnessed a growth of 5% YoY in 2022.

SEGMENT WISE PERFORMANCE:

Commercial:

The commercial sector is important because it has a direct impact on the economic cycle. Commercial infrastructure, such as malls and offices, is critical for economic growth. The recent selling of commercial properties indicates that investors and buyers recognize the value of this sector to the well-being of citizens and the economy.

There are many factors that influence the development of the commercial real estate sector. Commercial real estate is closely connected to the economy and the performance of different sectors. There are various types of companies operating in the sector, such as real estate investors, developers, brokers, managers, and media portals, all facing different challenges and opportunities as industry trends evolve. During the coronavirus pandemic, the need for social distancing led to offices worldwide transitioning to a hybrid working model and demand for office space falling. The boost in e-commerce spending in many countries, on the other hand, resulted in the need for more warehouses, fulfillment centers, and the growth of the industry and logistics real estate sector which facilitates it. Some of the most important themes in the future of the industry are the increasing importance of technological innovation and environmental, social, and governance sustainability (ESG).

Residential:

The residential segment continued with its momentum during the fiscal and exhibited a marked improvement over the last year. The strong demand in the housing segment was well supported by rising affordability, decadal low mortgage rates and surge in the desire of owning a home. The segment saw an unexpected recovery coming out of the pandemic and it turned out to be a strong catalyst for consumers to return to the market. The pandemic also made people realize the importance of need for quality housing and in a number of cases a need to own a bigger house with better amenities and infrastructure. Low-interest rates, the best affordability levels, healthy wage growth, and a waning pandemic with less risk of further disruptions have created a favorable environment for homebuyers who have rediscovered the need for new and better housing. While financial stress remains a significant factor for developers across markets, healthy and sustained homebuyer activity should pave the way for gradual price increases, allowing them to weather increases in critical input costs such as cement and steel.

Retail:

The retail segment outperformed with sustained growth momentum continuing across the country. Retailing as a business is seasonal, highly dependent on consumer spending and during the current year''s vacation season. There has been a significant rebound of improved footfall and increased consumption. This resurgence is primarily supported by the recovery of the luxury segment and expansion of international brands. Investing in retail real estate has long been a way to take advantage of consumption, which forms a large part of any economy. Retail leases tend to be shorter than those in office buildings, allowing for more frequent mark-to-market rental increases. Because retail consumption is local, retail landlords are able to build in more markets than offices, which tend to be concentrated in large cities.

OPPORTUNITIES AND CHALLENGES

Opportunities

As India awaits policy reforms to pick up speed, your Company firmly believes that the demand for Real Estate in a country like India should remain strong in the medium to long term. Your Company''s well accepted brand, contemporary architecture, well designed projects in strategic locations, strong balance sheet and stable financial performance even in testing times make it a preferred choice for customers and shareholders. Your Company is ideally placed to further strengthen its development potential by acquiring new land parcels. The returns and margins are so good in Indian real estate that many global institutional investors are now eying the Indian real estate market like never before. The government''s move to allow 100% FDI in construction sector, and development projects has also boosted the investors'' confidence in the sector.

Challenges

While the management of your Company is confident of creating and exploiting the opportunities, it also finds the following challenges:

• Unanticipated delays in project approvals;

• Availability of accomplished and trained labour force;

• Increased cost of manpower;

• Increased prices of construction material;

• Rising cost of construction lead by increase in commodity prices;

• Lack of Funding;

• Unavailability of Land;

• Growth in auxiliary infrastructure facilities; and

• Over regulated environment.

COMPANY STRENGTHS

Your Company continues to capitalize on the market opportunities by leveraging its key strengths. These include:

1. Brand Reputation: Enjoys higher recall and influences the buying decision of the customer. Strong customer connects further results in higher premium realizations.

2. Execution: Possesses a successful track record of quality execution of projects with contemporary architecture.

3. Strong cash flows: Has built a business model that ensures continuous cash flows from their investment and development properties ensuring a steady cash flow even during the adverse business cycles.

4. Significant leveraging opportunity: Follows conservative debt practice coupled with enough cash balance which provides a significant leveraging opportunity for further expansions.

5. Outsourcing: Operates an outsourcing model of appointing globally renowned architects/contractors that allows scalability and emphasizes contemporary design and quality construction - a key factor of success.

6. Transparency: Follows a strong culture of corporate governance and ensures transparency and high levels of business ethics.

7. Highly qualified execution team: Employs experienced, capable and highly qualified design and project management teams who oversee

and execute all aspects of project development.

8. Culture of professionalism.

9. Good relationship with communities and investors.

RISKS AND CONCERNS

Market price fluctuation

The performance of your Company may be affected by the sales and rental realizations of its projects. These prices are driven by prevailing market conditions, the nature and location of the projects and other factors such as brand and reputation and the design of the projects. Your Company follows a prudent business model and tries to ensure steady cash flow even during adverse pricing scenario.

Sales volume

The volume of bookings depends on the ability to design projects that will meet customer preferences, getting various approvals in time, general market factors, project launch and customer trust in entering into sale agreements well in advance of receiving possession of the projects. Your Company sells its projects in phases from the time it launches the project, based on the type and scale of the project and depending on market conditions.

Execution

Execution depends on several factors which include labour availability, raw material prices, receipt of approvals and regulatory clearances, access to utilities such as electricity and water, weather conditions and the absence of contingencies such as litigation. Your Company manages the adversities with cautious approach, meticulous planning and by engaging established and reputed contractors.

Land/Development rights - costs and availability

The cost of land forms a substantial part of the project cost, particularly in Mumbai. It includes amounts paid for freehold rights, leasehold rights, fungible FSI, construction cost of area given to landlords in consideration for development rights, registration and stamp duty. Your Company acquires land/land development rights from the government and private parties. It ensures that the consideration paid for the land is as per the prevailing market conditions, reasonable and market timed. Your Company also enters into MOUs and makes advances for the land/land development rights prior to entering into definitive agreements. The ensuing negotiations may result in either a transaction for the acquisition of the land/land development rights or the Company getting a refund of the moneys advanced.

Financing costs

The acquisition of land and development rights needs substantial capital outflow. Inadequate funding resources and high interest costs may impact regular business and operations. Your Company has always tried to build sufficient reserves resulting out of operating cash flows to take advantage of any land acquisition or development opportunity.

OUTLOOK:

In 2023, we anticipate further downward trends in the global economy. This however, should be an opportunity for the Indian economy to become a world leader. The real estate sector is likely to continue on its journey of long term growth as we see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization and most of all a larger focus of the world on us as the next big economy. FY 2022-23 was an exciting year for the real estate sector and Hubtown.

An increase in earning potential, a need for a better standard of living and the growing base of aspirational consumers and their lifestyle changes have led to substantial growth in the sector. With suited economic growth, the premium housing segment will also witness higher demand in the years to come.

Post-pandemic, developers have moved away from the traditional way of doing business and rightly focused on end-user customer demand with a strong focus on innovation and digital transformation. Financially strong and reputed developers with superior execution capabilities stand to benefit disproportionately from the ongoing cyclical upturn.

Strengthen relationships with key service providers and develop multiple vendors:

In order to continue delivering landmark offerings to our customer, we shall further strengthen our relationship with our key service providers, i.e. architects, designer and contractors. Your Company is also working on strategy to develop more and more vendors who can deliver product and services in line with Company''s philosophy and product offerings.

HUMAN RESOURCES:

The Company recognizes that its people are the key to the success of the organization and in meeting its business objectives. The Human Resources function endeavours to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives, which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial. The Company had 75 employees on its payroll as on March 31, 2023.

Your Company has a robust Career Development framework that gives employees the power to define aspirations and take charge of their career. They can discuss their development needs and aspirations with their managers and carve a development plan for the future. Your Company extends the required assistance to employees and provide them with opportunities that can facilitate employees to grow both personally and professionally. This enables employees to achieve their career goals and in turn creates a set of motivated, valuable and skilled workforce.

Health and Safety:

Your Company is always committed to the health and safety of its employees. Your Company provides a clean, hygienic and conducive work environment to all employees and doubled these efforts during the pandemic. Vaccination drives were conducted for all employees.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control systems, commensurate with the size and nature of its business. Well documented policies and procedures to monitor business and operational performance are supported by IT systems, all of which are aimed at ensuring business integrity and promoting operational efficiency. Your Company has also focused on upgrading the IT infrastructure - both in terms of hardware and software. In addition to the existing ERP platform, the Company is presently reviewing the process documentation to ensure effectiveness of the controls in all the critical functional areas of the Company. A firm of internal auditors appointed by the Company conducts periodical audits to ensure adequacy of internal control systems, adherence to management policies and compliance with laws and regulations. Their scope of work includes internal controls on accounting, efficiency and economy of operations. The internal auditors also report on the implementation of their recommendations.

Reports of the Internal Auditors are regularly reviewed at the Audit and Compliance Committee meetings. The Audit and Compliance Committee also reviews the adequacy and effectiveness of the internal control systems and suggests improvements, when so required.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key financial ratios.

Sr. No.	Particulars of Ratio	Ratio 2022-23 (A)	Ratio 2021-22 (B)	Percentage Change (A-B)/B*100
i	Debtor Turnover Ratio	1.12	1.17	(5.04)
ii	Inventory Turnover Ratio	0.20	0.20	—
iii	Interest Coverage Ratio	0.56	(1.14)	(148.86)
iv	Current Ratio	1.05	1.01	4.69
v	Debt Equity Ratio	0.56	0.63	(10.74)
vi	Operating Profit Margin	(0.17)	(0.99)	(83.00)
vii	Net Profit Margin	0.05	(0.49)	(109.41)
viii	Return on Networth	0.01	(0.09)	(108.72)

Reason for change in 25% or more in key financial ratios as compared to the immediately previous financial year:

1. Interest Coverage Ratio: Change in ratio is due to increase in Earnings before Interest and Tax (EBIT) and decrease in finance costs as compared to last year.

2. Operating Profit Margin: Change in ratio is due to increase in revenue from operations and decrease in costs as compared to last year.

3. Net Profit Margin: Change in ratio is due to decrease in expenses as compared to last year.

4. Return on Networth: Change in ratio is consequent to decrease in loss as compare to last year.

CAUTIONARY STATEMENT

This management discussion and analysis contain forward looking statements that reflects your Company''s current views with respect to future events and financial performance. The actual results may differ materially from those anticipated in the forward looking statements as a result of many factors.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Following changes took place in the Board during the Financial Year 2022-23:

Mr. Mitkumar Koradia (DIN: 09499124), Non-Executive - Independent Director stepped down from the Board of Directors of the Company owing to his other commitments, with effect from July 11,2022. The Board places on record its sincere appreciation for the invaluable contribution by Mr. Mitkumar Koradia to the deliberations of the meetings of the Board and the Committee of the Board of which he was a member during his tenure as Director of the Company.

Ms. Ketaki Rajat Shah (DIN: 08865092), Non-Executive - Independent Director stepped down from the Board of Directors of the Company due to her person commitments, with effect from November 28, 2022. The Board places on record its sincere appreciation for the invaluable contribution by Ms. Ketaki Rajat Shah to the deliberations of the meetings of the Board and the Committee of the Board of which she was a member during her tenure as Director of the Company.

The Board of Directors on recommendation of Nomination and Remuneration Committee appointed Mr. Milin Jagdish Ramani (DIN: 07697636) and Ms. Bhakti Jaywant Kothare (DIN: 07381095) as Non-Executive Independent Directors of the Company with effect from September 30, 2022 and November 14, 2022 respectively. Further, the Board of Directors on recommendation of Nomination and Remuneration Committee appointed Mr. Jignesh Hansraj Gala (DIN: 07463896) as Non-Executive Independent Director of the Company with effect from May 29, 2023.

In accordance with the provisions of Section 152 (6) of the Act and the Company''s Articles of Association, Mr. Vyomesh M. Shah, Executive Non Independent Director retires by rotation at the ensuring Annual General Meeting and, being eligible, offers himself for re-appointment. Mr. Vyomesh M. Shah is not disqualified from being re-appointed as a Director by virtue of the provisions of Section 164 of the Companies Act, 2013. The proposal for his reappointment has been included in the Notice convening the ensuing Annual General Meeting.

Brief resume of Mr. Vyomesh M. Shah, nature of his expertise in specific functional areas, names of companies in which he is a director and member of Board committees and shareholding in the Company as required under Regulation 36 (3) of the SEBI Listing Regulations read with clause 1.2.5 of Secretarial Standards SS-2 on general meeting, is furnished in the annexure to the Notice convening the Annual General Meeting.

The Notice convening the ensuing Annual General Meeting includes the proposals for appointment / reappointment of Director.

Based on the approval of the Nomination and Remuneration Committee and the Board of Directors at their meetings held on May 29, 2023, the approval is being sought from the members by way of special resolution through postal ballot for the continuation of the appointment of Mr. Hemant M. Shah (DIN: 00009659) as Whole Time Director designated as Executive Chairman of the Company on attaining the age of 70 (Seventy) years on May 20, 2023 for the remaining period of his term of 3 years i.e. until December 31, 2024 on the same terms of appointment and remuneration as approved by the members at the 33rd Annual General Meeting held on September 29, 2021.

During the year under review, the Independent Directors and Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act.

Except for Executive Chairman and the Managing Director who are related to each other being brothers, none of the other Directors of the Company are inter-se related to each other.

Key Managerial Personnel:

During the year under review, there is no change in the Key Managerial Personnels of the Company.

17. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149 (7) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of SEBI Listing Regulations, the Company imparted various familiarization programmes for its Independent Directors including, Industry Outlook at the Board Meetings, Regulatory updates at Board Meetings and Audit and Compliance Committee Meetings covering changes with respect to the Companies Act, SEBI Listing Regulations, Taxation and other matters, Prevention of Insider Trading Regulations, SEBI Takeover Regulations, meeting with Senior Executive(s) of the Company, etc.

The details of familiarization programme for Independent Directors held during the year 2022-2023 have been disclosed on the website of the Company and are available at the link http://hubtown.co.in/investors.

19. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM SUBSIDIARY COMPANIES:

During the year under review, neither the Executive Chairman nor the Managing Director was in receipt of any remuneration/commission from any of the subsidiary companies of the Company. The Company has no holding company.

20. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 9 (Nine) times during the year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and the Rules made there under and Regulation 17 (2) of the SEBI Listing Regulations. Additionally, during the year ended March 31, 2023, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013. For further details, kindly refer to the section on ''Corporate Governance Report'' forming part of this Annual Report.

21. COMMITTEES OF THE BOARD:

There are currently six (6) Committees of the Board, which are as under:

• Audit and Compliance Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• Committee of Directors.

Details of the aforesaid Committees including their composition, terms of reference and meetings held during the year under review, are provided in the section on ''Corporate Governance Report, which forms part of this Annual Report.

22. AUDIT AND COMPLIANCE COMMITTEE:

Presently, the Audit and Compliance Committee comprises of Mr. Sunil C. Shah, Mr. Kartik Ruparel, Mr. Milin Jagdish Ramani and Mr. Vyomesh M. Shah. The Board of Directors at their meeting held on May 29, 2023 has appointed Ms. Bhakti Jaywant Kothare, Non-executive Independent Director as a member of the Audit and Compliance Committee and also appointed as a Chairperson of the Committee in place of Mr. Sunil C. Shah.

Kindly refer to the section on ''Corporate Governance Report'' under the heading ''Audit and Compliance Committee'' for details relating to terms of reference, meetings and functions of the said Committee.

23. AUDIT AND COMPLIANCE COMMITTEE RECOMMENDATIONS:

During the year under review, all the recommendations put forth by the Audit and Compliance Committee were duly considered and accepted by the Board of Directors.

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place an adequate system of internal controls commensurate with the size and nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and removal. Significant audit observations and follow-up action thereon are reported to the Audit and Compliance Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2022-2023.

25. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Part ''D'' of Schedule II to the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfillment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee meetings to fulfill duties assigned to it, adequacy and timeliness of the agenda and minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committee''s recommendation for the decisions of the Board, etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. The performance evaluation of the Executive Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Managing Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process. The Independent Directors and Executive Chairman also carried out performance evaluation of the Managing Director of the Company.

In addition, the Independent Directors were also evaluated on the basis of fulfilment of independence criteria and independence from the management.

26. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and the remuneration payable to them as provided under Section 178 (3) of the Companies Act, 2013 and Regulation 19 (4) (Part ''D'' of Schedule II) of the SEBI Listing Regulations is hosted on the website of the Company at http://hubtown.co.in/investors/74.

27. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the annual financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable;

(ii) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31,2023, and of the profit of the Company for the financial year ended on that date;

(iii) proper and sufficient care was taken 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;

(iv) the annual accounts of the Company have been prepared on a ''going concern'' basis;

(v) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. CONSOLIDATED FINANCIAL STATEMENTS:

The Audited Consolidated Financial Statements prepared in accordance with the applicable Ind AS and Regulation 33 of the SEBI Listing Regulations and Section 129 (3) of the Companies Act, 2013 forms part of this Annual Report.

29. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31,2023, the Company had 11 subsidiaries, 4 associates and 7 joint venture companies.

During the year Sanas Developers Private Limited ceased to be the subsidiary of the Company, Vinca Developer Private Limited ceased to be associate of the Company and SHK Hotels and Hospitality Private Limited became the associates of the Company.

The Company did not have any material subsidiary company as on March 31, 2023. There has been no change in the nature of business of any of the said subsidiaries, associates and joint venture companies.

The Policy for determining ''material subsidiary'' under Explanation to Regulation 16 (1) (c) of SEBI Listing Regulations as approved by the Board of Directors is posted on the Company''s website at the link: http://hubtown.co.in/investors.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at the link: http://hubtown.co.in/investors. Further, as per fourth proviso of the said Section, the audited annual accounts of the subsidiaries have also been placed on the website of the Company at the link: http://hubtown.co.in/investors.

The Company will make available the financial statements of its subsidiaries, joint venture companies and associates (collectively referred to as ''Subsidiaries'') and the related information to any member of the Company who may be interested in obtaining the same. The financial statements of the Subsidiaries will also be available for inspection through electronic mode.

During the financial year ended March 31,2023, the Company did not have any material subsidiary, and, therefore, the provisions of Regulation 24 (1) of the SEBI Listing Regulations were not applicable to the Company.

Additional information as required under Schedule III to the Companies Act, 2013 in respect of entities consolidated as subsidiaries/associates/ jointly controlled entities is furnished in Note 3.1 to the consolidated financial statements.

30. REPORT ON THE PERFORMANCE AND THE FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the performance and the financial statements of the subsidiaries, associates and joint venture companies for the financial year ended March 31, 2023 in the prescribed Form AOC-1 forms part of the notes to the financial statements.

31. AUDITORS:

Statutory Auditors:

In accordance with the provisions of Section 139 of the Companies, Act, 2013 and the Rules made there under, M/s. JBTM & Associates LLP, Chartered Accountants (Firm Registration No.: W100365) were appointed as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company to be held for the year 2025.

M/s. JBTM & Associates LLP, Chartered Accountants have also confirmed that they meet the criteria for independence, eligibility and qualification as prescribed in Section 141 of the said Act and do not have any pecuniary interest in the Company or its subsidiaries, associates and joint venture companies.

Qualifications by Auditors:

The Notes to the Financial Statements forming part of the Balance Sheet as at March 31,2023 and the Statement of Profit and Loss for the year ended on that date, referred to in the Auditor''s Report, are self-explanatory and do not call for any further clarification /elaboration.

Fraud Reporting:

The Directors of the Company confirm that during the year under review, no instances of fraud were reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules made there under either to the Company or to the Central Government.

Cost Records:

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 for the year ended March 31, 2023.

Cost Auditors:

Based on the recommendation of the Audit and Compliance Committee, the Board has appointed M/s. Shekhar Joshi & Co., Cost Accountants (Firm Registration No. : 100448) as Cost Auditors to conduct the audit of the cost records of the Company for the year ending March 31, 2024 at a fee of ? 1,50,000/- (Rupees One Lakh Fifty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, subject to ratification of the said fees by the members in the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act, 2013. The resolution pertaining to ratification of the remuneration payable to the Cost Auditor forms part of the Notice of the ensuing AGM.

Cost Audit Report:

The Cost Audit Report for the year ended March 31, 2023 pursuant to the Companies (Cost Accounting Records) Rules, 2011 will be filed within the period stipulated under the Companies Act, 2013 or such other period as may be prescribed.

Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Board of Directors of the Company has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries to conduct the secretarial audit of the Company.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report given by the Secretarial Auditors in the Form No. MR-3 is annexed with this Report as Annexure - A.

Replies to Secretarial Auditor''s Qualifications/ Observations:

All the observations of the Secretarial Auditors are Self-Explanatory and do not call for any further clarification /elaboration.

Annual Secretarial Compliance Report:

A Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from M/s. Mihen Halani & Associates, Secretarial Auditors of the Company, and the same is filed with the Stock Exchanges within prescribed timeline.

32. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the Annual return will be available on the website of the Company at the link http://hubtown.co.in/investors.

33. MATERIAL CHANGES AND COMMITMENTS:

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

34. DEPOSITS:

During the year under review, the Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013.

35. VIGIL MECHANISM:

Pursuant to Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 read with Regulation 4 (2) (d) (iv) of the SEBI Listing Regulations, the Company has framed a Whistle Blower Policy as the vigil mechanism for Directors and employees of the Company to report their genuine concerns in the prescribed manner, to freely communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company''s Codes or Policies. The vigil mechanism is overseen by the Audit and Compliance Committee. During the year under review, no such incidence was reported and no personnel were denied access to the Chairman of the Audit and Compliance Committee.

The Whistle Blower Policy has been uploaded on the Company website at the link: http://hubtown.co.in/investors.

36. RISK MANAGEMENT:

Presently, the provisions of Regulation 21 of the SEBI Listing Regulations relating to the ''Risk Management Committee'' are not applicable to the Company. However, the Board of Directors had constituted a ''Risk Management Committee'' under Clause 49 of the erstwhile Listing Agreement and framed a ''Risk Management Policy'' to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the functions are systematically addressed through mitigating actions on a continuing basis. The details of the Risk Management Committee are provided in the Section on ''Corporate Governance Report'' forming part of this Annual Report.

37. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As the Company is engaged in the business of ''real estate development'' included in the term ''Infrastructure Facilities'' as defined in Clause (8) (a) of Schedule VI to the Companies Act, 2013, the provisions of Section 186 of the said Act related to loans made, guarantees given or securities provided are not applicable to the Company. Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2023.

38. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions with related parties as defined under the Companies Act, 2013 and SEBI Listing Regulations that were entered into by the Company during the year under review were in the ordinary course of business and on an arm''s length basis. There were no contracts / arrangements / transactions with related parties, as defined under Section 188 of the Companies Act, 2013, which could be considered material under the SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134 (3) of the Companies Act, 2013 in Form AOC -2 is not applicable. There were no materially significant related party transactions with the Company''s Promoters, Directors, Key Managerial Personnel or their relatives which could have had a potential conflict with the interest of the Company at large.

The Policy for determining the materiality of related party transactions and dealing with related party transactions as approved by the Board pursuant to Regulation 23 of SEBI Listing Regulations is uploaded on the Company''s website at the link: http://hubtown.co.in/investors/codeandpolicies

Attention of members is drawn to the disclosure of transactions with related parties as set out in Notes to Accounts - Note 34 forming part of the standalone financial statements.

The transactions with person or entity belonging to the promoter/promoter group which holds 10 per cent or more shareholding in the Company as required under Schedule V, Part A (2A) of the SEBI Listing Regulations is given in Note 34 (on related party transactions) forming part of the standalone financial statements.

39. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

Further, detail pertaining to proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016 (''IBC'') during the year under review is as under:

(i) A petition under Section 7 of Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 was filed by the Company against Tin Time Consultancy Private Limited and as on end of the financial year it was under process.

(ii) A petition has been filed under the Insolvency and Bankruptcy Code, 2016 ("IBC”) by International Asset Reconstruction Company Private Limited (IARC), Financial Creditor of the Company, before the National Company Law Tribunal - Mumbai Bench ("NCLT, Mumbai”) on September 7, 2022 seeking initiation of Corporate Insolvency Resolution Process (CIRP) against the Company. Subsequently, said petition was withdrawn by IARC upon full and final payments of dues.

Other than aforesaid petition there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee has formulated the policy on Corporate Social Responsibility (CSR) indicating the activities to be undertaken by the Company.

During the financial year 2022-2023, the Company was not required to spend towards corporate social activities in view of loss incurred by the Company.

The annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure ''B'' appended to this Report.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has put in place a ''Policy on Prevention of Sexual Harassment at Workplace'' in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no such complaints were received by the Committee for redressal and that adequate access was provided to any complainant who wished to register a complaint under the Policy. The said Policy is available on the website of the Company at http://hubtown.co.in/investors.

The details required to be given under the aforesaid Act forms part of the report on Corporate Governance.

42. CORPORATE GOVERNANCE:

The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V (E) of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Report.

43. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014.

During the year under review, the Company had ''Nil'' foreign exchange earnings and had incurred expenditure of ? Nil in foreign exchange.

44. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - ''C'' to this Report.

The statement containing names of top ten employees in terms of the remuneration drawn and the particulars of employees as required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this Report. However, having regard to the provisions to the first proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to all the members of the Company excluding this information. The aforesaid statement is available for inspection by the members through electronic mode 21 days before the AGM, during business hours on working days of the Company upto the date of the ensuing AGM.

Any member, who is interested in obtaining a copy thereof, may write to the Company Secretary at the Registered Office of the Company. The said information is also available on the website of the Company. None of the employees listed in the aforesaid statement is a relative of any Director of the Company. None of the employees of the Company is covered under Rule 5 (3) (viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

45. CODE OF CONDUCT:

The Board of Directors has adopted Code of Conduct and Ethics for the Board of Directors and Senior Management Personnel of the Company in terms of Regulation 17 (5) of the SEBI Listing Regulations. All Board members and Senior Management Personnel have affirmed their compliance with the said Code for the financial year ended March 31, 2023.

A declaration to this effect signed by the Managing Director is appended as Annexure II to the Corporate Governance Report.

The said Code of Conduct can be viewed on the Company''s website at http://hubtown.co.in/investors.

46. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management and Discussion & Analysis, which forms part of this report.

47. AFFIRMATION REGARDING COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARD:

The Board affirms compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India namely SS-1 and SS-2 relating to the Meetings of the Board and its Committees and General Meetings respectively.

48. CEO AND CFO CERTIFICATION:

A certificate from the Managing Director and the Chief Financial Officer, pursuant to Regulation 17 (8) of SEBI Listing Regulations for the year under review was placed before the Board of Directors of the Company at its meeting held on May 29, 2023 which is appended to and forms part of the Corporate Governance Report.

49. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

A certificate from a company secretary in practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as stipulated under Regulation 34 (3) read with clause 10 (i) of para C of Schedule V to the SEBI Listing Regulations is appended to and forms part of the Corporate Governance Report.

50. APPRECIATION AND ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners / associates, financial institutions and various regulatory authorities for their consistent support / encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

DISCLAIMER:

Certain statements made in the Directors'' Report and the Management Discussion and Analysis may constitute ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Several factors could make significant difference to the Company''s operations that include labour and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in interest rates, changes in government regulations, tax regimes, economic development within India and other incidental factors. The Company does not undertake any obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.

For and on behalf of the Board of Directors Hemant M. Shah

Place : Mumbai Executive Chairman

Date : May 29, 2023 DIN: 00009659

---

Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting their Thirtieth Annual Report and the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2018 together with the Independent Auditors’ Report thereon.

1. FINANCIAL HIGHLIGHTS :

The standalone and consolidated financial highlights of your Company for the financial year ended March 31, 2018 are summarized below:

				(Rs. in lakh)
	STANDALONE		CONSOLIDATED
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Income from Operations	34481	60304	56223	54250
Total Income	60521	63421	85321	57540
Total Expenses	58079	62187	87758	60125
Profit / (Loss) before Tax	2442	1234	(2437)	(2585)
Profit / (Loss) for the year	2654	654	(3049)	(4074)
Add : Other Comprehensive Income	12	2	8	11
Total Comprehensive Income for the year	2666	656	(3041)	(4063)
Less : Total Comprehensive Income attributable to Non-controlling Interest	-	-	(19)	(1www59)
Total Comprehensive Income attributable to owners of the Company	-	-	(3022)	(3904)
Balance brought forward from the Previous Year	71837	71181	53186	57090
Balance carried to Balance Sheet	74503	71837	49879	53186
Earnings per Share before Extraordinary Item (Rs.) (EPS)	3.65	0.90	(4.2)	(5.4)
Earnings per Share after Extraordinary Item (Rs.) (EPS)	3.65	0.90	(4.2)	(5.4)

2. PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY :

Standalone and Consolidated Financials Standalone Financials

- Income from operations stood at Rs. 34481 lakh as against Rs. 60304 lakh in the previous year representing a decrease of 42.82% ;

- Total Income stood at Rs. 60521 lakh, lower by 4.57 % as against Rs. 63421 lakh in the previous year;

- Total Expenses stood at Rs. 58079 lakh as against Rs. 62187 lakh in the previous year ;

- Profit before Tax was Rs. 2442 lakh as against Rs. 1234 lakh in the previous year;

- Profit after Tax was Rs. 2654 lakh as against Rs. 654 lakh in the previous year;

- Earning per Share before and after Extraordinary Item was Rs. 3.65 as against Rs. 0.90 in the previous year ; and

- Networth of the Company stood at Rs. 175488 lakh as against Rs. 172822 lakh in the previous year.

Consolidated Financials :

- Income from operations stood at Rs. 56223 lakh as against Rs. 54250 lakh in the previous year representing an increase of 3.64 %;

- Total income stood at Rs. 85321 lakh as against Rs. 57540 lakh in the previous year representing an increase of 48.28 %;

- Total Expenses stood at Rs. 87758 lakh as against Rs. 60125 lakh in the previous year;

- Loss before Tax was Rs. (2437) lakh as against loss of Rs. (2585) lakh in the previous year;

- Loss after Tax, Minority Interest and Other Items was Rs. (3049) lakh as against loss of Rs. (4074) lakh in the previous year;

- Earning per Share before and after Extraordinary Item was Rs. (4.2) as against Rs. (5.4) in the previous year ; and

- Networth of the Company stood at Rs. 163990 lakh as against Rs. 167175 lakh in the previous year.

3. DIVIDEND :

In the long-term interest of all the stakeholders, the Board felt that the Company utilize the internal accruals on its projects rather than paying dividend to the shareholders. The Directors have, therefore, not recommended any dividend on the equity shares for the Financial Year ended March 31, 2018.

4. TRANSFER TO RESERVES :

No amount is proposed to be transferred to Reserves out of the profits earned during the Financial Year 2017-2018.

5. transfer to investor education and protection FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the unclaimed dividend amount of Rs. 1,27,845/- for the Financial Year 2009-2010 was transferred to the Investor Education and Protection Fund (IEPF) after giving due notices to the members. During the Financial Year 2018-2019, the dividend declared by the Company for the Financial Year 2010-2011 remaining unclaimed in terms of Section 124 of the Companies Act, 2013 will be transferred to IEPF.

6. SHARE CAPITAL :

The paid-up equity share capital of the Company as on March 31, 2018 was Rs. 7273.59 Lakh. During the year under review, the Company has not issued any shares with differential voting rights and hence no information under the provisions of Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished. Further, the Company has not issued any sweat equity shares during the year under review and hence no information under the provisions of Rule 8 (13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Presently, the Company does not have any stock option scheme for its employees.

7. DEBENTURES :

During the year under review, the Company has not made any fresh issue of debentures.

8. revision of financial statements OR BOARDS’ REPORT :

During the year under review, no revision was made in the previous financial statements or the Board’s Report.

9. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES :

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

10. nature OF BUSINESS :

There has been no change in the nature of business of the Company during the year under review.

11. BUSINESS OVERVIEW :

Your Company is one of India’s leading real estate companies, engaged in the business of execution and development of real estate projects and currently operates both - on its own and through its subsidiaries / joint ventures / associate companies, partnerships firms and public private partnerships encompassing the construction and development of Residential and Commercial Premises, and Build Operate Transfer (BOT) Projects.

The Company has a Western India focus with presence in major cities such as Mumbai, Thane, Pune, Ahmedabad, Surat, Vadodara and Mehsana.

OVERVIEW OF THE COMPANY’S PROJECTS

(includes projects being developed / to be developed through subsidiaries / associates / joint ventures / public-private partnerships) Residential:

Projects completed :

Hubtown Heaven - Matunga (East) ‘A’ and ‘B’ Wings	Hubtown Sunstone - Bandra (East) - Phase - I
Hubtown Gardenia - Mira Road	Hubtown Sunmist - Andheri (East) ‘A’ Wing
Hubtown Countrywoods Phase II , Phase III Buildings 4 and 5 -Kondhwa, Pune	Hubtown Greenwoods - Thane Phase - I
Hillcrest - Andheri (East)
Hubtown Vedant - Sion (East) - Phase - I

Ongoing Projects:

Hubtown Seasons - Chembur	Hubtown Serene - Bandra (East)
Hubtown Greenwoods - Thane Phase - II	Hubtown Celeste - Worli
Hubtown Heaven - Matunga (East) ‘C’ Wing	Hubtown Premiere - Andheri (West)
Hubtown Vedant - Sion (East) - Phase - II	Rising City - Ghatkopar-Mankhurd Link Road
Hubtown Sunstone - Bandra (East) - Phase - II	Twenty Five South - Prabhadevi
Hubtown Countrywoods Phase III - Kondhwa, Pune

Future Projects

Hubtown Divinity - Thane ; Hubtown Square - Thane;

Commercial: Ongoing Projects

Hubtown Solaris Phase - II - Andheri (East) ; Joyos Hubtown - Surat

Joyos Hubtown - Ahmedabad ; Joyos Hubtown - Mehsana ; Joyos Hubtown - Vadodara

Hubtown Viva - Phase - II, Jogeshwari (East);

IT SEZ and Township:

Ongoing

Sunstream City Phase - I - Mulund-Thane

12. HUMAN RESOURCES :

The Company recognizes that its people are the key to the success of the organization and in meeting its business objectives. The Human Resources function endeavors to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives, which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial. The Company had 132 employees on its payroll as on March 31, 2018.

13. INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference to the financial statements. Significant audit observations and follow-up action thereon are reported to the Audit and Compliance Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the Financial Year 2017-2018.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Directors :

Mr. Shirish Gajendragadkar, Independent Director resigned as Director of the Company with effect from September 13, 2017. The Board places on record its sincere appreciation for the invaluable contribution by Mr. Ganjedragadkar to the deliberations of the meetings of the Board and of the Committees of the Board of which he was a member, during his tenure as Director of the Company.

Mr. Shailesh Hingarh was appointed as an Additional and Independent Director in the Board meeting held on March 22, 2018, with effect from March 22, 2018. As per the provisions of Section 160 of the Companies Act, 2013 (the Act), the Company has received a notice in writing from a member specifying his intention to propose the appointment of Mr. Shailesh Hingarh as Director of the Company in the ensuing Annual General Meeting (AGM). Further, a specific resolution is included in the Notice of the AGM for the appointment of Mr. Shailesh Hingarh as an Independent Director for a period of 5 (five) years with effect from March 22, 2018. The terms and conditions of the appointment of the Independent Director are in accordance with Schedule IV to the said Act and the SEBI Listing Regulations.

In accordance with the provisions of Section 1 52 (6) (e) of the Companies Act, 201 3 and the Articles of Association of the Company, Mr. Vyomesh M. Shah (DIN : 00009596), Director of the Company, who retires by rotation, and being eligible, offers himself for reappointment. Mr. Vyomesh M. Shah is not disqualified from being reappointed as Director by virtue of the provisions of Section 164 of the Companies Act, 2013. The Notice convening the ensuing Annual General Meeting includes the proposal for reappointment of the aforesaid Director.

Brief resume of Mr. Shailesh Hingarh and Mr. Vyomesh M. Shah, as required under the SEBI Listing Regulations and Secretarial Standards - 2 on General Meetings, is provided in the Annexure to the Notice convening the AGM.

During the year under review, the Independent Directors and Non-Executive Director of the Company had no pecuniary relationship or transactions with the Company.

Except for the Executive Chairman and the Managing Director who are related to each other being brothers, none of the other Directors of the Company are inter-se related to each other.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS :

In compliance with the requirements of the SEBI Listing Regulations, the Company has held familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model, corporate policies, etc. The details of familiarization programme have been disclosed on the website of the Company and is available at the link http://www.hubtown.co.in/investors/codesandpolicies.

16. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM SUBSIDIARY COMPANIES :

During the year under review, neither the Executive Chairman nor the Managing Director was in receipt of any remuneration/commission from any of the subsidiary companies of the Company.

17. DECLARATION BY INDEPENDENT DIRECTORS :

Pursuant to the provisions of Section 149 (7) of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they meet the criteria of independence under Section 149 (6) of the said Act and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances which may affect their status as Independent Directors during the year.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

The Board of Directors met 11 times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder and Regulation 17 (2) of the SEBI Listing Regulations. Additionally, during the year ended March 31, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule VI to the Companies Act, 2013 and Regulation 25 (3) of the SEBI Listing Regulations. For details, kindly refer to the section on Corporate Governance forming part of this Annual Report.

19. COMMITTEES OF THE BOARD :

There are currently six Committees of the Board, as under :

- Audit and Compliance Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders’ Relationship Committee

- Risk Management Committee

- Committee of Directors

During the year under review, the Board of Directors has reconstituted the Audit and Compliance Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and the Risk Management Committee. Details of the aforesaid Committees including their composition, terms of reference and meetings held during the year under review, are provided in the section on Corporate Governance, which forms part of this Annual Report.

20. AUDIT AND COMPLIANCE COMMITTEE :

The Audit and Compliance Committee comprises of Mr. Abhijit Datta, Mr. Shailesh Hingarh, Mr. Sunil Shah and Mr. Vyomesh M. Shah. The Committee comprises of majority of Independent Directors with Mr. Datta being the Chairman. Kindly refer to the section on ‘Corporate Governance’ under the heading ‘Audit and Compliance Committee’ for details relating to terms of reference, meetings and functions of the said Committee.

21. AUDIT AND COMPLIANCE COMMITTEE RECOMMENDATIONS :

During the year under review, all the recommendations put forth by the Audit and Compliance Committee were duly considered and accepted by the Board of Directors.

22. ANNUAL EVALUATION OF PERFORMANCE :

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Companies Act, 2013 and the corporate governance requirements as prescribed by the SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition, information and functioning, etc. as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as qualification, attendance at Board/Committee meetings, preparedness on the issues to be discussed, etc. Further, the Independent Directors at their separate meeting held during the year, reviewed the performance of the Board as a whole, its Chairman and Non-Executive Director and other items as stipulated under the SEBI Listing Regulations. Performance of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

23. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION :

The Nomination and Remuneration Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) of the Companies Act, 2013 and Regulation 19 (4) (Part ‘D’ of Schedule II) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as Annexure - ‘A’ to this Report.

24. DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to sub-section (3) (c) of Sections 134 (3) (c) and 134 (5) of the Companies Act, 2013, in relation to the annual financial statements of the Company for the year ended March 31, 2018, the Directors of your Company, to the best of their knowledge and belief and on the basis of the information and explanations received by them, hereby state and confirm that :

(i) in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards read with the requirements under Schedule III to the said Act have been followed alongwith proper explanation relating to material departures, if any;

(ii) they 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 on 31st March, 2018, and of the Profit of the Company for the year ended on that date;

(iii) they 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;

(iv) the annual accounts have been prepared on a ‘going concern’ basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

25. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 and Ind AS-110 - Consolidated Financial Statement read with Ind AS - 28 -Investments in Associates and Ind AS - 31 - Interests in Joint Ventures, the audited consolidated financial statements are annexed to this Report.

26. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES :

As on March 31, 2018, the Company had 20 subsidiaries, 4 associates and 8 joint venture companies. The Company did not have any material subsidiary company as on March 31, 2018. There has been no change in the nature of business of any of the said subsidiaries, associates and joint venture companies.

During the year under review, Giraffe Developers Private Limited again became an associate due to cancellation of the transaction for sale of the shares on account of non-fulfillment of the conditions of sale.

The Policy for determining ‘material subsidiary’ under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved is posted on the Company’s website at the link: http://hubtown.co.in/investors/codeandpolicies.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at the link: http://hubtown.co.in/investors/ codeandpolicies. Further, as per fourth proviso of the said Section, the audited annual accounts of subsidiaries have also been placed on the website of the Company at the link: http://hubtown.co.in/investors/codeandpolicies.

The Company will make available the financial statements of its subsidiaries, joint venture companies and associates (collectively referred to as ‘Subsidiaries’) and the related information to any member of the Company who may be interested in obtaining the same. The financial statements of the Subsidiaries will also be available for inspection at the Registered Office of the Company between 11.00 a.m. and 1.00 p.m. on all working days. The Consolidated Financial Statements of the Company forming part of this Annual Report, include the financial statements of its subsidiaries.

During the financial year ended March 31, 2018, the Company was not required to appoint an Independent Director of the Company on the Board of any of its non-listed Indian subsidiaries under Regulation 24 (1) of the SEBI Listing Regulations.

Additional information as required under Schedule III to the Companies Act, 2013 in respect of entities consolidated as subsidiaries/associates/ jointly controlled entities is furnished in Note_to the consolidated financial statements.

27. REPORT ON THE PERFORMANCE AND THE FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES :

The statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the performance and the financial statements of the subsidiaries, associates and joint venture companies for the financial year ended March 31, 2018 in the prescribed Form AOC 1 is appended to the consolidated financial statements as Schedule - I.

28. AUDITORS : STATUTORY AUDITORS :

Messrs M. H. Dalal & Associates, Chartered Accountants (Firm Registration No. 112449W) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 29th Annual General Meeting held on October 30, 2017. Messrs M. H. Dalal & Associates, Chartered Accountants have confirmed that they are not disqualified from continuing as Auditor of the Company, They have also confirmed that they meet the criteria for independence, eligibility and qualification as prescribed in Section 141 of the said Act and do not have any pecuniary interest in the Company or its subsidiaries, associates and joint venture companies.

In accordance with the Companies Amendment Act, 2017 notified on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Further, the Directors of your Company confirm that no instances of fraud were reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules made thereunder either to the Company or to the Central Government.

AUDITORS’ REPORT AND AUDIT OBSERVATIONS :

The Management’s reply to the qualified opinion of the Statutory Auditors appearing in their Reports on the Standalone Financial Statements and the Consolidated Financial Statements for the year ended March 31, 2018 is as hereunder :

The Statutory Auditors have made observations under the headings ‘Emphasis of matter’ and ‘Other Matters’ respectively in their Reports on the Standalone and Consolidated Financial Statements for the year ended March 31, 2018 which together with the relavant Notes are self explanatory and do not call for further information/clarification.

QUALIFICATION BY AUDITORS

The Notes to the Financial Statements forming part of the Balance Sheet as at March 31, 2018 and the Statement of Profit and Loss for the year ended on that date, referred to in the Auditor’s Report, are self explanatory and do not call for any further clarification /elaboration.

COST AUDITORS :

Based on the recommendation of the Audit and Compliance Committee, the Board has appointed Messrs D. C. Dave & Co., Cost Accountants (Firm Registration No. : 000611) as Cost Auditors to conduct audit of the cost records of the Company for the year ending March 31, 2019, subject to ratification of the remuneration payable to them by the members in the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act, 2013. The resolution pertaining to ratification of the the remuneration payable to the Cost Auditor forms part of the Notice of the ensuing AGM.

COST AUDIT REPORT :

The Cost Audit Report for the Financial Year 2017-2018 pursuant to the Companies (Cost Accounting Records) Rules, 2011 will be filed within the period stipulated under the Companies Act, 2013.

SECRETARIAL AUDITOR :

Pursuant to the provisions of Section 204 (3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Ashish Bhatt & Associates, Practicing Company Secretary, to conduct the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT :

The report on Secretarial Audit is appended as Annexure - ‘B’ to this Report. There are no qualifications, observations or adverse remarks in the Secretarial Audit Report.

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

29. EXTRACT OF ANNUAL RETURN :

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return for the Financial Year ended March 31, 2017 made under the provisions of Section 92 (3) of the said Act in Form No. - MGT 9 is appended as Annexure - ‘C’ to this Report.

30. MATERIAL CHANGES AND COMMITMENTS :

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

31. DEPOSITS :

During the year under review, the Company neither accepted any public deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the said Act is not applicable.

32. VIGIL MECHANISM :

Pursuant to Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 read with Regulation 4 (2) (d) (iv) of the SEBI Listing Regulations, the Company has established a Whistle Blower Policy as the vigil mechanism for Directors and employees of the Company to report their genuine concerns, details of which have been given in the Corporate Governance Report appended to this Annual Report. During the year under review, no such incidence was reported and no personnel were denied access to the Chairman of the Audit and Compliance Committee.

The Whistle Blower Policy has been uploaded on the Company website at the link: http://hubtown.co.in/investors/codeandpolicies.

33. RISK MANAGEMENT :

Presently, the provisions of Regulation 21 of the SEBI Listing Regulations relating to the ‘Risk Management Committee’ are not applicable to your Company. However, the Board of Directors had constituted a ‘Risk Management Committee’ under Clause 49 of the erstwhile Listing Agreement and framed a ‘Risk Management Policy’ to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the functions are systematically addressed through mitigating actions on a continuing basis. The details of the Risk Management Committee are provided in the Section on ‘Corporate Governance’ forming part of this Annual Report.

34. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :

As the Company is engaged in the business of ‘real estate development’ included in the term ‘Infrastructure Facilities’ as defined in Clause (8) (a) of Schedule VI to the Companies Act, 2013, the provisions of Section 186 of the said Act related to loans made, guarantees given or securities provided are not applicable to the Company. However, the details of the same are provided in the notes to the financial statements. Particulars of investments made under Section 186 of the said Act are provided in the standalone financial statements at Note 6.

35. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

All contracts / arrangements / transactions with related parties that were entered by the Company during the year under review were in the ordinary course of business and on an arm’s length basis. All related party transactions are placed before the Audit and Compliance Committee and the Board on a quarterly basis for approval. Also, the Company has obtained prior omnibus approval for related party transactions which are of repetitive nature and/or entered into in the ordinary course of business at arm’s length.

There were no materially significant related party transactions with the Company’s Promoters, Directors, Key Managerial Personnel or their relatives which could have had a potential conflict with the interest of the Company at large..

Attention of the members is drawn to Note 33 to the standalone financial statements and Note 35 to the consolidated financial statements which sets out related party disclosures pursuant to Ind AS - 24.

The particulars of contracts/arrangements/transactions entered into by the Company during the year under review with its related parties which could be considered material under Section 188 of the Companies Act, 2013 and the Rules made thereunder are furnished in Form AOC - 2, which is appended as Annexure ‘D’ to this Report..

The Policy for determining the materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Company’s website at the link: http://hubtown.co.in/investors/codeandpolicies.

36. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct for Board Members and Senior Management Personnel. The said Code has been posted on the Company’s website : www.hubtown.co.in. As prescribed under Part ‘D’ of Schedule V read with Regulation 17 (5) of the SEBI Listing Regulations, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the Financial Year 2017-2018 is appended to and forms part of the Corporate Governance Report.

37. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL :

During the year under review, there were no significant or material orders passed by any regulatory / statutory authorities or courts / tribunals against the Company impacting its going concern status and the Company’s operations in future.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR) indicating the activities to be undertaken by the Company, which has been approved and adopted by the Board.

The annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure ‘E’ appended to this Report. Further, the CSR Policy has been uploaded on the Company website at the link : http://hubtown.co.in/investors/codeandpolicies.

39. DISCLOSURE UNDER ‘THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of ‘The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no complaints were received by the Committee for redressal.

40. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under the SEBI Listing Regulations forms an integral part of this Annual Report. The requisite certificate from a practising company secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to the aforementioned Listing Regulations is appended to and forms part of the report on Corporate Governance.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ;

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014. During the year under review, the Company had ‘Nil’ foreign exchange earnings and had incurred an expenditure of Rs. 81.46 lakh in foreign exchange.

42. INSURANCE :

All the insurable interests of your Company including inventories, buildings and other assets are adequately insured.

43. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - ‘F’ to this Report.

The statement containing names of top ten employees in terms of the remuneration drawn and the particulars of employees as required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company are available at the Registered Office of the Company 21 days before the AGM, during business hours on working days of the Company upto the date of the ensuing AGM. Any member who is interested in obtaining a copy thereof, may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the aforesaid statement is a relative of any Director of the Company. None of the employees of the Company, employed throughout the financial year or part thereof, was in receipt of remuneration during the 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 and holds by himself / herself or along with his/her spouse and dependent children more than two percent of the equity shares of the Company.

44. CORPORATE POLICIES :

In compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI Listing Regulations, the Board of Directors of the Company have framed the following policies which are available on the website of the Company at the link http://hubtown.co.in/ investors/codeandpolicies :

- Code of Conduct and Ethics for Directors and Senior Management

- Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015

- Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information

- Policy on Related Party Transactions

- Familiarization program for Independent Directors

- Policy for determining Material Subsidiaries

- Policy on Prevention of Sexual Harassment at Workplace

- Vigil Mechanism / Whistle Blower Policy

- Corporate Social Responsibility Policy

- Risk Management Policy

- Policy on Board Diversity

- Nomination and Remuneration Policy

- Policy on determining materiality of Events and Information

- Policy on preservation of Documents

- Policy on archival of Events and Information

45. CEO AND CFO CERTIFICATION :

A certificate from the Managing Director and the Chief Financial Officer, pursuant to Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review was placed before the Board of Directors of the Company at its meeting held on May 29, 2018 which is appended to and forms part of the Corporate Governance Report.

46. APPRECIATION AND ACKNOWLEDGEMENTS :

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Directors also take this opportunity to thank all Investors, Suppliers, Vendors, Banks, Financial Institutions, Business Associates, Contractors, Government and Regulatory Authorities and Stock Exchanges for their continued support during the year.

Your Directors would also like to thank the members for reposing their confidence and faith in the Company and its management.

DISCLAIMER :

Certain statements made in the Directors’ Report and the Management Discussion and Analysis may constitute ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Several factors could make significant difference to the Company’s operations that include labour and material availability, and prices, cyclical demand and pricing in the Company’s principal markets, changes in interest rates, changes in government regulations, tax regimes, economic development within India and other incidental factors. The Company does not undertake any obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.

For and on behalf of the Board

Hemant M. Shah

Executive Chairman

DIN :00009659

Place: Mumbai

Date: May 29, 2018

---

Mar 31, 2015

TO

THE MEMBERs

The Directors have pleasure in presenting their Twenty-seventh Annual Report along with the Audited Accounts of your Company for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTs :

The financial performance of the Company for the year ended March 31, 2015 is summarized :

(Rs.in lac)

STANDALONE CONSOLIDATED

March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014

Revenue from Operations 41146 47764 44326 47346

Other Income 4298 3924 9465 7338

Total Income 45444 51688 53791 54684

Operating Expenditure 11148 18783 11266 17369

Profit before Depreciation / Interest / Tax 34296 32905 42525 37315

Depreciation 403 557 980 985

Finance costs 32259 30465 40341 35673

Profit before Tax 1634 1883 1204 657

Add : Extraordinary item 350 __ 350 __

Add / (Less) : Provision for Tax (504) (118) (743) (149)

Excess / (Short) provision for taxation in respect of 313 (520) 266 (694) earlier years

Deferred Tax credit / (charge) (497) 2296 (501) 2323

Prior Period Adjustments (net) (221) 3 (445) 22

Minority Interest / Share of Profit / (Loss) from associates companies __ __ (74) 134 / pre-acquisition loss

Capital reserve written back on dilution __ __ 17 __

Net Profit for the Year 1075 3544 74 2293

Balance Profit brought forward from Previous Year 68233 67843 60766 61628

Reversal of proposed equity dividend and tax thereon 850 696 850 696

Amount available for appropriation 70158 72083 61690 64617

APPROPRIATIONs :

Debenture Redemption Reserve __ 3000 __ 3000

Proposed Dividend __ 727 __ 727

Dividend Distribution Tax __ 124 __ 124

General Reserves __ __ __ __

Balance carried to Balance sheet 70158 68232 61690 60766

Earnings per share before Extraordinary Item (`) (EPs) 1.00 4.87 0.10 3.15

Earnings per share after Extraordinary Item (`) (EPs) 1.48 4.87 0.10 3.15

OPERATIONs OF THE COMPANY :

Your Company recorded a satisfactory performance during the year under review, amidst weak economic conditions and poor investor / consumer sentiments. The total revenue of the Company on a standalone basis stood at Rs.45444 lacs, 12.08 percent lower than Rs.51688 lacs in the previous year. Operational expenditure was lower by 40.65 percent at ` 11148 lacs, as against Rs.18783 lacs in the previous year. The Operating Profit (EBITDA) increased by 4.22 percent to Rs.34296 lacs from Rs.32905 lacs in the previous year. Profit after Tax for the year was lower by 69.66 percent at Rs.1075 lacs as against Rs.3544 lacs in the previous year.

The consolidated turnover of the Company stood at Rs.53791 lacs, as against Rs.54684 lacs in the previous year. The consolidated operational expenditure was lower by 35.13 percent at Rs.11266 lacs as against ` 17369 lacs in the previous year. The Consolidated Operating Proft (EBITDA) increased by 13.96 percent percent to Rs.42525 lacs from ` 37315 lacs in the previous year. Consolidated Proft after Tax for the year was Rs.74 lacs, lower by 96 percent over Rs.2293 lacs in the previous year.

During the year under review, your Company's performance was to a greater extent impacted due to rising inflation, rupee depreciation, increased cost of capital, increased cost of construction and restrained demand from end-users. The operational cash flows were adversely impacted for a major part of the year under review due to lower than expected sales level, resulting in intense pressure on profit margins.

DIVIDEND :

As a prudent economic measure and in order to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend on the equity shares for the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the unclaimed dividend amount of Rs.49,337/- being the dividend for the year ended March 31, 2007 and the interim dividend amount of Rs.35,655/- paid for the year ended March 31, 2008 were transferred to the Investor Education and Protection Fund (IEPF) after giving due notices to the members.

During the Financial Year 2015-2016, the dividend declared by the Company for the Financial Year 2007-2008, remaining unclaimed in terms of Section 124 of the Companies Act, 2013 will be transferred to IEPF.

RESERVES :

During the year under review, no amount was transferred to General Reserve. An amount of Rs.4300.00 lacs has been transferred from Debenture Redemption Reserve to General Reserve.

CHANGES IN SHARE CAPITAL :

There are no changes in the share capital of the Company. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEBENTURES :

During the year under review, the Company has :

i. fully redeemed three series of Secured Redeemable Non-Convertible Debentures aggregating Rs.5200.32 lacs, Rs.211.85 lacs and Rs.2500 lacs respectively outstanding at the beginning of the year; and

ii. raised funds through the issue of Secured Redeemable Non-convertible Debentures aggregating Rs.2500 lacs on private placement basis.

DIRECTORS :

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Priti K. Shah, Director (DIN : 01880436) of the Company, who retires by rotation, and being eligible, offers herself for reappointment.

INDEPENDENT DIRECTORS :

At the Twenty-sixth Annual General Meeting of the Company held on September 25, 2014, Mr. Arvind Kumar Joshi, Mr. Abhijit Datta and Mr. Sunil C. Shah were appointed as Independent Directors under the provisions of the Companies Act, 2013, each for a term of five consecutive years with effect from September 25, 2014.

Pursuant to the requirement under Section 134 (3) of the Companies Act, 2013, with respect to statement on declaration by Independent Directors under Section 149 (6) of the said Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as laid down under Section 149 (6) of the said Act and Clause 49 (II) (B) of the Listing Agreement.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

The particulars of the meetings of the Board of Directors held during the year under review have been provided in the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES :

During the year under review, the Board of Directors has :

i. reconstituted and enhanced the terms of reference of the Audit and Compliance Committee;

ii. enhanced the terms of reference of the Remuneration Committee and reconstituted and renamed the Committee as the 'Nomination and Remuneration Committee' ;

iii. enhanced the terms of reference of the 'Shareholders'/Investors' Grievance Committee', and reconstituted and renamed the Committee as the 'Stakeholders Relationship Committee';

iv. constituted a 'Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014; and

v. constituted a 'Risk Management Committee' in accordance with the provisions of Clause 49 (VI) of the Listing Agreement.

Details of the aforesaid Committees along with their respective composition, terms of reference, meetings held during the year, are provided in the 'Report on Corporate Governance' forming part of this Annual Report.

PERFORMANCE EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 (II) (B) (5) of the Listing Agreement, evaluation of every Director's performance was carried out by the Nomination and Remuneration Committee. The performance of Non-Independent Directors and the Board as a whole and the Committees thereof and the Chairman of the Company was carried out by Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of the Board and its Committees was based on objective and tangible criteria, including the performance of the Company, accomplishment of long term strategic objectives, blending of ethics and business and the development of management, etc.

The evaluation of individual director was based on the effective contribution by the director concerned, the commitment to the role including commitment of time for Board and Committee meetings and any other duties.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION :

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178 (3) of the Companies Act, 2013 and Clause 49 (IV) (B) (1) of the Listing Agreement is appended as Annexure – 'A' to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to sub-section (3) (c) of Section 134 of the Companies Act, 2013, the Directors of your Company, to the best of their knowledge and belief and on the basis of the information and explanations received by them, hereby state and confirm that :

(i) in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable Accounting Standards read with the requirements under Schedule III to the said Act have been followed and there are no material departures from the same;

(ii) such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts have been prepared on a 'going concern' basis;

(v) proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively; and

(vi) proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURE COMPANIES AND ASSOCIATE COMPANIES :

As on March 31, 2015, the Company had 21 subsidiaries, 8 joint venture companies and 6 associate companies. There has been no change in the nature of business of the said subsidiaries, the said joint venture companies and the said associate companies.

During the year under review :

i. Citywood Builders Private Limited (Citywood), which was an associate became a subsidiary of the Company. Subsequent to the close of the year, Citywood has become a wholly owned subsidiary of the Company;

ii. Citywood Builders Private Limited, Holiac Realty Private Limited, and Harbinger Developers Private Limited ceased to be associates of the Company;

iii. Shubhsiddhi Builders Private Limited became an associate of the Company; and

iv. Adhivitiya Properties Limited, Arnav Gruh Limited, Heeler Hospitality Private Limited, Merrygold Buildcon Private Limited and Vishal Nirman (India) Limited ceased to be subsidiaries of the Company.

A statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the performance and the financial statements of the subsidiaries, joint venture companies and associates companies in the prescribed Form AOC 1 is appended to the consolidated financial statements as Schedule - I.

The Policy for determining 'material subsidiary' as approved is posted on the Company's website at the link: http://www.hubtown.co.in/company information/investors/policies/policyonsubsidiaries.pdf.

Additional information as required under Schedule III to the Companies Act, 2013, in respect of entities consolidated as subsidiaries/associates/joint ventures is furnished in Note '1' of Notes to the consolidated financial statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at the link : http:/ www.hubtown.co.in/company-information/ investors/annual-reports/annual-report-2014-2015 /pdf. Further, as per fourth proviso of the said Section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company at the link : http://www.hubtown.co.in/company-information/investors/ annual-reports/report-and-accounts-of-subsidiaries-2014-2015/pdf. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office. These documents will also be available for inspection at the Registered Office of the Company during the working hours up to the date of the Annual General Meeting.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURE ENTITIES AND ASSOCIATES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

A statement on the performance and financial position of each of the subsidiaries, joint venture companies and associates companies included in the consolidated financial statements is given as Schedule - I to the consolidated financial statements and hence not repeated here for the sake of brevity.

AUDITORs :

statutory Auditors :

M/s. Dalal Doshi & Associates (formerly Doshi Doshi & Associates), Chartered Accountants, (Firm Registration No. : 121773W) were reappointed as Statutory Auditors of the Company to hold office from the conclusion of the 26th Annual General Meeting (AGM) held on September 25, 2014 until the conclusion of the third consecutive AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the members at every AGM held after the AGM held on September 25, 2014).

As required under Section 139 (1) of the Companies Act, 2013, the Company has obtained a written certificate from M/s. Dalal Doshi & Associates to the effect that their reappointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The proposed reappointment would be subject to ratification by the members in the ensuing Annual General Meeting in terms of the first proviso to Section 139 (1) of the Companies Act, 2013.

As required under Clause 49 of the Listing Agreement, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

A resolution seeking ratification of the appointment of M/s. Dalal Doshi & Associates as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

Cost Auditors :

M/s. N. I. Mehta & Co., Cost Accountants (Firm Registration No. : 000023) have been appointed as Cost Auditors by the Board of Directors to conduct audit of the cost records of the Company for the year ending March 31, 2016. M/s. N. I. Mehta & Co. have confirmed that their appointment is within the limits of Section 139 (9) read with Section 141 (3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141 (3) and (4) read with proviso to Section 148 (3) of the said Act.

COST COMPLIANCE REPORT :

The Cost Compliance Report for the Financial Year 2013-2014 pursuant to the Companies (Cost Accounting Records) Rules, 2011 was fled within the due date.

secretarial Auditors :

Pursuant to the provisions of Section 204 (3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Ashish Bhatt & Associates (CP No. : 2956), a firm of Company Secretaries in Practice, to conduct the secretarial audit of the Company.

In terms of Section 204 (1) of the Companies Act, 2013, the Report of the Secretarial Auditor on the Company's Secretarial Audit is appended as Annexure – 'B' to this Report.

There are no qualifications or observations or adverse remarks made by the Secretarial Auditor in his said Report.

AUDIT COMMITTEE AND AUDIT RECOMMENDATIONS :

The Audit Committee comprises of three Independent Directors namely Mr. Abhijit Datta as Chairman, Mr. Arvind Kumar Joshi and Mr. Sunil C. Shah and One Non-Independent Executive Director – Mr. Vyomesh M. Shah. The Chairman, the Chief Financial Officer, the Internal Auditors and the Statutory Auditors are permanent invitees to the Audit Committee meetings. During the year under review, all the recommendations put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

AUDITORS' REPORT AND AUDIT OBSERVATIONS :

The Statutory Auditors have : (i) stated an 'Emphasis of Matter' and "Other Matters" and made certain observations in clauses (vii) (a) and (ix) of the Annexure referred to in their Report on the Standalone Financial Statements for the year ended March 31, 2015; (ii) stated an 'Emphasis of Matter' and "Other Matters" and made certain observations in clauses (vii) (a) and (ix) of the Annexure referred to in their Report on the Consolidated Financial Statements for the year ended March 31, 2015 and the response of your Directors thereto is as follows:

As regards "Emphasis of Matter" and "Other Matters", the Notes to the Standalone Financial Statements and Consolidated Financial Statements for the year ended March 31, 2015 respectively are self explanatory and do not call for further clarification/elaboration.

As regards observations in clauses (vii) (a) and (ix) of the Annexure referred to in the Auditors' Report on the Standalone Financial Statements, and observation in clauses (vii) (a) and (ix) of the Annexure referred to in the Auditors' Report on the Consolidated Financial Statements, the Directors have to state that :

"The delays caused by the Company in making timely payment of the statutory dues and payment of principal and interest on its borrowings have been due to prolonged stagnation in demand in the real estate sector accentuated by economic slowdown, inordinate delays in approval process, inflationary pressures, volatility in foreign exchange, liquidity crunch and costly debt. The Company is also facing lack of adequate sources of finance to fund development of its real estate projects resulting in delayed realisations from its customers and lower availability of funds to discharge its liabilities. The Company is exploring alternative sources of finance to generate adequate cash infows for meeting these obligations and to overcome this temporary liquidity shortage and is hopeful that these efforts will yield fruitful results."

As regards observations in clause (ix) of the Annexure referred to in the Auditors' Report on the Consolidated Financial Statements, the Directors have to state that :

"The delays caused by the subsidiary companies and jointly controlled entities in repayment of dues to banks, financial institutions and debenture holders is purely temporary on account of cash flow mismatch and efforts are being made and steps being taken to make good the delays at earliest."

REPORTING OF FRAUD BY STATUTORY AUDITORS :

The Statutory Auditors have not reported any instance of fraud under Section 143 (12) of the Companies Act, 2013.

VIGIL MECHANISM :

Pursuant to Section 177 (9) and (10) of the Companies Act, 2013, the Company has established a Whistle Blower Policy as a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Annual Report. The Whiste Blower Policy has been uploaded on the Company website at http:/www.hubtown.co.in/companyinformation/investors/ policies/whistleblowerpolicy/pdf.

RISK MANAGEMENT POLICY :

Risk evaluation and management is an ongoing process within the organization. The Company has constituted a 'Risk Management Committee' to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the functions are systematically addressed through mitigating actions on a continuing basis.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form No. MGT - 9 is appended as Annexure – 'C' to this Report.

MATERIAL CHANGEs AND COMMITMENTs :

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY'S OPERATIONS IN FUTURE :

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which would impact the going concern status of the Company's operations in future.

INTERNAL FINANCIAL CONTROLs :

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Statutory as well as Internal Auditors. Significant audit observations and follow-up action thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies.

DEPOSITS :

With effect from April 1, 2014, the Company has stopped accepting/renewing fixed deposits. All the deposits accepted by the Company prior to April 1, 2014 have been refunded by the Company. There were no deposits that remained unpaid or unclaimed as at March 31, 2015.

There are no deposits which are not in compliance with the provisions of Chapter V (relating to acceptance of deposits by companies) of the Companies Act, 2013.

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The provisions of Section 186 of the Companies Act, 2013 relating to loans made, guarantees given or securities provided are not applicable to the Company as it is engaged in the business of providing infrastructural facilities as defined in Clause (8) of Schedule VI to the Companies Act, 2013. However, particulars of loans given, investment made, guarantees given and securities provided are disclosed in the notes to the financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

All contracts / arrangements / transactions with related parties that were entered into by the Company during the year under review were on an arm's length basis and in the ordinary course of business. Hence no particulars in Form AOC - 2 have been furnished. There were no materially significant related party transactions with the Company's Promoters, Directors, Key Managerial Personnel or their relatives which could have had a potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee as also the Board for approval.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at http : www.hubtown.co.in company information / investors / policies / policy on related party transactions / pdf.

Attention of the members is drawn to Note 33 to the standalone financial statements and Note 31 to the consolidated financial statements which sets out related party disclosures.

CONSOLIDATED FINANCIAL STATEMENTS :

The Consolidated Financial Statements of the Company which have been prepared in accordance with the relevant Accounting Standards (AS) viz. AS 21 – 'Consolidated Financial Statements', AS 23 – 'Accounting for Investments in Associates' and AS 27 – 'Financial Reporting of interests in Joint Ventures' issued by the Institute of Chartered Accountants of India form part of this Annual Report.

CODE OF CONDUCT :

As prescribed under Clause 49 (II) (E) of the Listing Agreement, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the Financial Year 2014-2015 is annexed to and forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE :

A separate report on 'Corporate Governance' is provided on Page No. 41 to 58 of this Annual Report together with a Certificate from a Company Secretary in Practice regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement. A certificate by the Managing Director and Chief Financial Officer of the Company in terms of Clause 49 (IX) of the Listing Agreement, inter-alia confirming the correctness of the financial statements, adequacy of internal control measures and reporting of the matters to the Audit Committee is also annexed.

DISCLOSURE UNDER 'THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013' :

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of 'The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no cases were fled under the said Act by any of its woman employee before the Internal Complaints Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014. During the year under review, the Company had 'Nil' foreign exchange earnings and had incurred an expenditure of Rs.139.07 lacs in foreign exchange.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review, three (3) employees of the Company employed for the full year received remuneration in excess of Rs.60 lacs and 1 (one) employee employed for part of the year received remuneration in excess of Rs.5 lacs per month.

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is appended to this Report.

In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to the shareholders excluding the aforesaid statement. Shareholders who are interested in obtaining a copy of the said statement may write to the Company Secretary at the Company's registered office. The aforesaid statement is also available for inspection by the shareholders at the Registered Office of the Company 21 days before the Twenty- seventh Annual General Meeting and up to the date of the said Annual General Meeting during the business hours on working days.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the said Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure 'D' to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Company has constituted a Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the Rules). The CSR Policy of the Company and the details about the initiatives taken by the Company on Corporate Social Responsibility during the year as per annexure attached to the Rules have been appended as Annexure 'E' to this Report. Further, the CSR Policy has been uploaded on the Company website at the link : http://www.hubtown. co.in/company-information/investors/policies/corporate-social- responsibility-policy/pdf.

HUMAN RESOURCES :

The Company recognizes that its people are key to success of the organization and in meeting its business objectives. The Human Resources function endeavours to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives, which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial.

The Company had 180 employees on its payroll as on March 31, 2015.

INSURANCE :

All the insurable interests of your Company including inventories, buildings and other assets are adequately insured.

APPRECIATION AND ACKNOWLEDGEMENTS :

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Directors also take this opportunity to thank all Investors, Suppliers, Vendors, Banks, Financial Institutions, Business Associates, Contractors, Government & Regulatory Authorities and Stock Exchanges for their continued support during the year.

DISCLAIMER :

Certain statements made in the Directors' Report and the Management Discussion and Analysis may constitute 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Several factors could make significant difference to the Company's operations that include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in interest rates, changes in government regulations, tax regimes, economic development within India and other incidental factors. The Company does not undertake any obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.



For and on behalf of the Board



Hemant M. shah

Executive Chairman

Mumbai, May 30, 2015. DIN : 00009659

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Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting the Twenty Sixth Annual Report of your Company together with the Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS :

The salient features of the Company''s standalone and consolidated financial results for the year under review as compared to the previous financial year are as follows:

(Rs. in lac)

STANDALONE CONSOLIDATED

March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013

Revenue from Operations 47764 44972 47606 44106

Other Income 3924 8924 7338 12534

Total Income 51688 53896 54944 56640

Operating Expenditure 18783 15535 17369 12612

Profit before Depreciation / Interest / Tax 32905 38361 37575 44028

Depreciation 557 573 985 1070

Interest and Finance Charges 30465 35016 35673 43458

Profit / (Loss) before Tax 1883 2772 917 (500)

Provision for Tax (118) — (149) (10)

Add / (less): Excess / (Short) provision for taxation in respect of (520) (24) (694) (15) earlier years

Deferred Tax credit / (charge) 2296 310 2323 267

Prior Period Adjustments (net) 3 8 22 (259)

Minority Interest / Share of Profit / (loss) of Subsidiaries & Associates — — (126) 305 / Others

Net Profit / (Loss) for the Year 3544 3066 2293 (212)

Balance Profit brought forward from Previous year 67843 65509 61628 62685

Tax Credit on proposed dividend — 114 — —

Amount available for appropriation 71387 68689 63921 62473

APPROPRIATIONS

Debenture Redemption Reserve 3000 — 3000 —

Proposed Dividend 727 727 727 727

Reversal of proposed dividend and tax thereon (696) — (696) —

Dividend Distribution Tax 124 118 124 118

General Reserves — — — —

Balance carried to Balance sheet 68232 67844 60766 61628

Earnings per share before Extraordinary Item (Rs.) (EPs) 4.87 4.22 3.15 (0.29)

Earnings per share after Extraordinary Item (Rs.) (EPs) 4.87 4.22 3.15 (0.29)

FINANCIAL PERFORMANCE :

Consolidated Financials

During the year under review, your Company''s consolidated turnover was lower by 2.99 % at Rs. 54944 lacs as compared to Rs. 56640 lacs for the previous year. Profit before tax stood at Rs. 917 lacs for the year under review as compared to loss of Rs. 500 lacs for the previous year. Profit after tax stood at Rs. 2293 lacs as compared to loss of Rs. 212 lacs in the previous year.

Standalone Financials

During the year under review, the turnover of the Company was lower by 4.09 % at Rs. 51688 lacs as compared to Rs. 53896 lacs in the previous year. Profit before Tax was lower by 32.07 % at Rs. 1883 lacs as compared to Rs. 2772 lacs for the previous year. Profit after Tax was higher by 15.59 % at Rs. 3544 lacs as compared to Rs. 3066 lacs in the previous year.

In view of the downturn in the economy during the year under review, your Company''s performance as well as Profits were to a greater extent impacted due to rising infation, rupee depreciation, increased cost of capital, increased cost of construction and restrained demand from end-users. The operational cashflows were adversely impacted for a major part of the year under review due to lower than expected sales level resulting in intense pressure on Profit margins.

APPROPRIATIONs :

Despite the challenging business environment, sluggish industry volumes and increased costs, your Directors are pleased to recommend a dividend of Rs. 1/- (10 %) (Previous year : Rs. 1.00 per share – 10 %) per equity share of the face value of Rs. 10 each for the year ended March 31, 2014, aggregating Rs. 727 lacs (Previous year : Rs. 727 lacs) subject to the approval of the members at the ensuing Annual General Meeting. The dividend distribution tax to be borne by the Company amounts to Rs. 124 lacs (Previous year : Rs. 118 lacs). The dividend will be paid in accordance with the applicable rules and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

This Report includes MD&A at appropriate places so that repetition and overlap between Directors'' Report and MD&A is avoided.

THE BUSINESS :

your Company is one of the leading real estate development companies in India and currently operates both - on its own and through its subsidiaries / joint ventures / associate companies, partnerships firms and public private partnerships encompassing the construction and development of Residential and Commercial Premises, SEZs, IT Park, Biotech Park and Build Operate Transfer (BOT) Projects. Operations of the Company include identifcation of projects, acquisition of land / development rights, architectural and engineering designing, project management including obtaining necessary approvals, planning, execution and marketing of the projects.

The Company has a Western India focus with presence in major cities such as Mumbai, Thane, Pune, Surat, Ahmedabad, Vadodara, and Mehsana.

The Company''s presence in Mumbai is well distributed amongst western suburbs, eastern suburbs, the island city and Mumbai Metropolitan Region (MMR).

The construction and development of projects at various locations is currently in progress.

your Company has already initiated steps for sustaining growth through cost optimization, process improvement and efcient management of working capital. Tools of innovation are employed for all new projects / marketing initiatives, the purpose being to constantly stay ahead in terms of ideas.

OVERVIEW OF THE COMPANY''S PROJECTS

(includes projects being developed / to be developed through subsidiaries / associates / joint ventures / public-private partnerships.)

Residential: Ongoing Projects:

Hubtown Sunmist - Andheri (East)

Hubtown Countrywoods Phase I – Kondhwa, Pune

Hubtown Shikhar – Andheri (East)

Hubtown Gardenia – Mira Road

Hubtown Greenwoods – Thane

Hubtown Jewell – Andheri (West)

Hubtown Vedant – Sion (East)

Hubtown Season – Chembur

Hubtown Sunstone – Bandra (East)

Hubtown Serene – Bandra (East)

Hubtown Mont Metro – Peddar Road

Hubtown Celesté – Worli

Hubtown Grove – Andheri (West)

Rising City – Ghatkopar Mankhurd link Road

Commercial: Ongoing Projects

Hubtown Solaris – Andheri (East) Hubtown Viva – Andheri (East) Hubtown Central – Surat Hubtown Central – Ahmedabad Hubtown Central – Mehsana Hubtown Central – Vadodara

IT SEZ and Township Ongoing

Sunstream City Phase – I - Mulund-Thane

AUDITORS :

M/s. Doshi Doshi & Associates (Firm Registration No. 121773W), Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting (AGM) in accordance with the provisions of the Companies Act, 1956 and being eligible ofer themselves for reappointment. In terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Doshi Doshi & Associates are eligible to be reappointed for a period of 3 (three) years subject to ratifcation in every AGM by the members.

The Board of Directors, upon the recommendation of the Audit and Compliance Committee, proposes the reappointment of M/s. Doshi Doshi & Associates as Statutory Auditors of the Company for a period of 3 (three) years from the conclusion of the ensuing AGM until the conclusion of the AGM to be held for the year 2017, subject to ratifcation at every AGM held after the ensuing AGM.

M/s. Doshi Doshi & Associates, the retiring Auditors, have confirmed that their reappointment, if made, would be in conformity with the provisions of Section 139 (1) of the Companies Act, 2013 and that they are not disqualified for reappointment within the meaning of Section 141 of the said Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The necessary resolution is included in the Notice of the ensuing Annual General Meeting.

AUDITORS'' REPORT :

The Notes forming part of the Financial Statements (Balance Sheet and the Statement of Profit and loss) for the year ended March 31, 2014, referred to in the Auditors'' Report are self explanatory.

In terms of sub-section (3) of Section 217 of the Companies Act, 1956, the Management''s replies to ''Emphasis of Matter'' and ''Other matters'' reported by the Statutory Auditors in their Audit Reports to the members on the financial statements for the year ended March 31, 2014 are as hereunder :

Emphasis of Matter :

a. Note 2 (III) (A) (ii) and (iii) to standalone financial statements and Note 3 (III) (A) (ii) and (iii) to consolidated financial statements :

The emphasis of matters included by the Statutory Auditors in their respective Reports are self explanatory and require no further clarifcation.

b. Footnote ''d'' to Note ''4'' to standalone financial statements and footnote ''c'' to Note ''5'' to consolidated financial statements :

The management is confdent of obtaining the requisite consent of the Debentureholders prior to the Annual General Meeting so as to facilitate the declaration of dividend at the ensuing Annual General Meeting and distribution thereafter to the shareholders.

c. Footnote ''e'' to Note ''4'' to standalone financial statements and footnote ''d'' to Note ''5'' to consolidated financial statements :

Due to paucity of liquid funds, the Company was not able to make the requisite investment / deposit in terms of Circular No. 11/02/2012-Cl-V (A) /04/2013 dated February 11, 2013 issued by the Ministry of Corporate Afairs. The Company is exploring alternative sources of finance for meeting this statutory obligation and is hopeful of meeting with the statutory requirement during the current year.

d. Footnote (''j'') to Note 5 to standalone financial statements and footnote ''k'' to Note 6 to consolidated financial statements :

The emphasis of matters included by the Statutory Auditors in their respective Reports are self explanatory and require no further clarification.

e. Footnote ''b'' to Note 12 to consolidated financial statements :

The emphasis of matters included by the Statutory Auditors in their Report are self explanatory and require no further clarifcation.

f. Footnote ''c'' to Note ''13'' to standalone financial statements and foot note ''b'' to Note ''14'' to consolidated financial statements :

The emphasis of matter included by the Statutory Auditors in their respective Reports are self explanatory and require no further clarifcation.

g. Footnote to Note 18 to standalone financial statements and footnote to Note 19 to consolidated financial statements:

The emphasis of matter included by the Statutory Auditors in their respective Reports are self explanatory and require no further clarifcation.

h. Footnote (d) to Note 13 to standalone financial statements and clause (g) to Auditors'' Report on consolidated financial statements :

The emphasis of matter included by the Statutory Auditors in their respective reports are self explanatory and require no further clarifcation.

i. Footnote to Note 28 to consolidated financial statements:

The emphasis of matter with respect to footnote to Note 28 to consolidated financial statement is self explanatory and requires no further clarifcation.

j. Note 33 (B) to standalone financial statements and Note 36 (B) to consolidated financial statements :

and

Footnote to Note ''33'' to standalone financial statements and footnote to Note ''36'' to consolidated financial statements:

The corporate guarantees have been given by the Company on behalf of other entities which are having projects located at prime locations and such projects are in various stages of construction/development. All these projects when completed will have net realizable value which will be in excess of the amount of corporate guarantees given by the Company. The management is confdent that there will not be any financial liability on the Company on account of any default by any of the entities on whose behalf the corporate guarantees have been given.

The emphasis of matter with respect to footnote to Note 33 to standalone financial statements and footnote to Note 36 to consolidated financial statements are self explanatory and require no further clarification.

k. Clause ''a'' – ''Other matters'' in Auditors'' Report on standalone financial statements :

The observations of the Auditors are self explanatory and do not require any further clarifcation.

l. Clause ''k'' in Auditors'' Report on consolidated financial statements :

Effects on the consolidated financial statements of the Group have been given based on the audited separate financial statements of the said six joint ventures and an associate. The management is of the view that, even after the inclusion of audited consolidated financial statements of the said joint ventures and the associate, there would not be any material impact on the reported consolidated financial statements of the Group.

Annexure to Auditors'' Report (standalone Financial statements) : Clause (ix) (a) of the Annexure referred to in the Auditors'' Report on standalone financial statements :

and

Clause (xi) of the Annexure referred to in the Auditors'' Report on standalone financial statements :

The delays caused by the Company in discharging its statutory liabilities and in making timely payment of principal and interest on its borrowings have been due to prolonged stagnation in demand in the real estate sector accentuated by economic slowdown, inordinate delays in approval process, infationary pressures, volatility in foreign exchange and stock market, liquidity crunch and costly debt. The Company is also facing lack of adequate sources of finance to fund development of its real estate projects resulting in delayed realisations from its customers and lower availability of funds to discharge its liabilities.The Company is exploring alternative sources of finance for meeting these obligations and to overcome the temporary liquidity shortage and is hopeful that these eforts would yield fruitful results.

CONSOLIDATED ACCOUNTS :

In terms of Clause 41 of the listing Agreement executed with the Stock Exchanges, the Consolidated Financial Statements which have been prepared in accordance with Accounting Standards – AS-21 on ''Consolidated Financial Statements'' read with AS-23 on ''Accounting for Investments in Associates'' in Consolidated Financial Statements and AS-27 on ''Financial Reporting of Interests in Joint Ventures'' as issued by the Institute of Chartered Accountants of India, are annexed to and form part of this Annual Report.

COST AUDITORS :

Pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors in its meeting held on August 14, 2014, based on the recommendation of the Audit and Compliance Committee, appointed M/s. N. I. Mehta & Co., Cost Accountants (Firm Registration No. 000023) as Cost Auditors of the Company for conducting the audit of the cost accounting records of the Company for the Financial year ending March 31, 2015. The remuneration proposed to be paid to the Cost Auditors is upto Rs. 5,00,000/- (Rupees Five lacs only) plus reimbursement of service tax and out-of-pocket expenses, if any, subject to ratifcation by the members at the ensuing Annual General Meeting vide resolution no. 9 of the Notice of the AGM.

M/s. N. I. Mehta & Co. have confirmed that their appointment is within the limits of Section 139 (9) read with Section 141 (3) (g) of the Companies Act, 2013 and have also certified that they are free from any disQualifications specified under Sections 141 (3) and 141 (4) read with proviso to Section 148 (3) of the said Act.

COST COMPLIANCE REPORT :

The Cost Compliance Report for the Financial year 2012-2013 pursuant to the Companies (Cost Accounting Records) Rules, 2011 was fled within the due date. The due date for submission of the Cost Compliance Report for the Financial year 2013-2014 is 180 days from March 31, 2014 i.e. on or before September 30, 2014.

FIXED DEPOSITS :

Total amount of deposits outstanding as on March 31, 2014 was Rs. 1040.83 lacs. There were no unclaimed/unpaid deposits as at the year end.

INSURANCE :

All the insurable interests of your Company including inventories, buildings are adequately insured.

INFORMATION TECHNOLOGY :

During the year under review, the Company undertook an extensive exercise to upgrade its Oracle system to the latest version of Oracle i.e. 12.1.3. The upgradation has been successfully completed.

During the current year, the Company plans to initiate and develop Customer Facing Portals which would act as a single point of contact providing all the related information to the customers. The Company also plans to digitalize rehab unit information which would enhance and streamline Business Processes.

TRANsFER OF AMOUNTs TO INVEsTOR EDUCATION AND PROTECTION FUND :

The unpaid dividend amount pertaining to the Financial year 2006-2007 will be transferred to the Investor Education and Protection Fund during the current year pursuant to the provisions of Sections 124 (5) and 125 of the Companies Act, 2013 (corresponding to Section 205A and 205C of the erstwhile Companies Act, 1956).

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amount lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 30, 2013 (date of last Annual General Meeting) on the Company''s website (www.hubtown.co.in) and on the Ministry of Corporate Afairs'' website (www.mca.gov.in).

DILUTION OF PROMOTER''S SHAREHOLDING :

Subsequent to the close of the year under review, the Promoter Group of your Company diluted its shareholding in the Company by an Ofer for Sale (OFS) through the stock exchange mechanism in order to increase the minimum level of public shareholding in the Company to 25 % of the total paid-up share capital of the Company as mandated by Securities and Exchange Board of India. Post OFS, the public shareholding is 25.02 % and the Promoter group shareholding is 74.98 %.

Your Company is in compliance with the provisions of Securities Contracts (Regulation) Rules, 1957 and Clause 40A of the listing Agreement relating to minimum level of public shareholding.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance, forming part of the Directors'' Report and a certifcate from a company secretary in wholetime practice confirming compliance with the Corporate Governance norms, as prescribed under Clause 49 of the listing Agreement has been annexed hereto as part of this Annual Report.

In terms of sub-clause (v) of Clause 49 of the listing Agreement, a certifcate from the Managing Director and the Chief Financial officer, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also annexed as a part of this Annual Report.

CODE OF CONDUCT :

Pursuant to Clause 49 of the listing Agreement, the declaration signed by the Managing Director afrming compliance of the Code of Conduct by the Directors and Senior Management Personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

SUBSIDIARIES :

The Company has in all 25 subsidiaries. All the subsidiary companies are non-material, non-listed subsidiary companies as Defined under Clause 49 of the listing Agreement. There has been no material change in the nature of the business of the subsidiaries during the year under review.

The Audit and Compliance Committee reviews the financial statements of the subsidiaries. The minutes of the meetings of the Board of Directors of the respective subsidiaries are also placed before the meetings of the Board of Directors of the Company.

In terms of the general exemption under Section 212 (8) of the Companies Act, 1956 granted by the Ministry of Corporate Afairs (MCA) vide General Circular No. 2/2011 dated February 8, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors'' Report thereon for the financial year ended March 31, 2014 along with the Reports of the Board of Directors of the subsidiary companies have not been annexed to this Annual Report. However, as directed by the aforesaid MCA Circular, the summarized financials of the subsidiary companies have been disclosed in the consolidated balance sheet under the heading ''Summary of Financial Statements of Subsidiary Companies'' which forms part of this Annual Report.

The annual accounts and the related detailed information of the subsidiary companies shall be made available to any member of the Company and its subsidiaries seeking such information at any point of time. Further, the annual accounts of the subsidiary companies will also be kept for inspection by any member of the Company/its subsidiaries at the registered office of the Company and that of the respective subsidiary companies during working hours between 11.00 a.m. and 1.00 p.m. upto the date of the ensuing Annual General Meeting.

DIRECTORS :

Mr. Vyomesh M. Shah, Managing Director of the Company retires by rotation, and being eligible, ofers himself for reappointment at the ensuing Annual General Meeting (AGM).

The Board of Directors of the Company in its meeting held on August 14, 2014, appointed Mr. Sunil C. Shah and Mrs. Priti K. Shah as Additional Directors of the Company who will hold office upto the date of the ensuing AGM and are eligible for reappointment. Under the existing Clause 49 of the listing Agreement, Mr. Sunil C. Shah and Mrs. Priti K. Shah are designated as Non-Executive, Independent Directors.

In view of the provisions of Section 149 of the Companies Act, 2013 and the amended Clause 49 of the listing Agreement, the Board of your Company has proposed the appointment of Mr. Arvind Kumar Joshi, Mr. Abhijit Datta and Mr. Sunil C. Shah as Independent Directors at the ensuing Annual General Meeting. Pursuant to Section 160 of the Companies Act, 2013, the Board has also proposed the appointment of Mrs. Priti K. Shah as a Non-Executive Director of the Company liable to retire by rotation.

The Company has received the requisite Notices in writing proposing the appointment of Mr. Arvind Kumar Joshi, Mr. Abhijit Datta and Mr. Sunil C. Shah as Independent Directors and Mrs. Priti K. Shah as a Non-Executive Director.

Appropriate resolutions for the reappointment/appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief profle of the aforesaid Directors and other information have been detailed in the Section on ''Corporate Governance'' which forms part of this Annual Report.

BOARD COMMITTEES :

Subsequent to the close of the year under review and pursuant to the applicable provisions of the Companies Act, 2013, the Rules made thereunder and Revised Clause 49 of the listing Agreement:

i. the Audit and Compliance Committee was reconstituted and the terms of reference were revised;

ii. the ''Investors''/Shareholders Grievance Committee'' was reconstituted and renamed as the ''Stakeholders Relationship Committee'' and the terms of reference were revised;

iii. the Remuneration Committee was reconstituted and renamed as the ''Nomination and Remuneration Committee'' and the terms of reference were revised; and

iv. two new Committees of the Board were constituted namely the ''Corporate Social Responsibility Committee'' and the ''Risk Management Committee''.

A detailed note on the Committees of the Board of Directors is given in the Section on Corporate Governance Report forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors of your Company, to the best of their knowledge and belief and on the basis of the information and explanations received by them, hereby state and confirm that :

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they 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 afairs of the Company as at March 31, 2014 and of the Profit of the Company for the year ended on that date;

(iii) they have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the annual accounts on a ''going concern'' basis.

STATUTORY INFORMATION :

Since the Company is not engaged in any manufacturing activity, there is nothing to report on particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998.

Expenditure incurred in foreign currency amounted to Rs. 43.04 lacs. There was no earning in foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES :

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid statement is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

APPRECIATION :

your Directors take the opportunity to express their deep sense of gratitude to bankers, government authorities, financial institutions, business associates, suppliers, consultants, customers and contractors and other stakeholders at large for the valuable co-operation and support received during the year under review and look forward to the same in greater measure in the coming years.

Your Directors would also like to thank the members for reposing their faith and confdence in the Company and its Management.

Your Directors also wish to place on record their appreciation for the hard work and eforts put in by the employees at all levels of the Company.

Your Directors look forward to the long term future with confdence.

For and on behalf of the Board

Hemant M. shah

Executive Chairman

Mumbai, August 14, 2014. DIN : 00009659

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Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting their Twenty Fifth Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS :

The salient features of the Company''s standalone and consolidated fnancial results for the year under review are as follows :

(Rs.in lacs) STANDALONE CONSOLIDATED 31 March 2013 31 March 2012 31 March 2013 31 March 2012

Net Sales / Income from Operations 34691 26044 39179 43491

Other Income 19205 17234 17461 15558

Total Income 53896 43278 56640 59049

Operating Expenditure 17107 10586 14184 21881

Proft before Depreciation / Interest / Tax 36789 32692 42456 37168

Depreciation 573 703 1070 2179

Interest and Finance Charges 33444 28710 41886 33503

Proft / (Loss) before Extraordinary Item and Tax 2772 3279 (500) 1486

Extraordinary Item (350) (353)

Proft / (Loss) before Tax 2772 2929 (500) 1133

Provision for Tax (10) (493)

Add / (Less): Excess/ (Short) provision for taxation in respect of (25) 1246 (15) 1714 earlier years

Deferred Tax credit/ (charge) 311 415 267 341

Prior Period Adjustments (net) 8 (605) (259) (596)

Minority Interest/ Share of Proft/ (Loss) of Subsidiaries & 305 271

Associates / Others Net Proft / (Loss) for the Year 3066 3985 (213) 2370

Balance Proft brought forward from Previous Year 65509 65369 2686 65611

Tax Credit on proposed dividend 114

Amount available for appropriation 68689 69354 62473 67981

APPROPRIATIONS

Debenture Redemption Reserve 3000 4450

Proposed Dividend 727 727 727 727

Dividend Distribution Tax 118 118 118 118

General Reserves

Balance carried to Balance Sheet 67844 65509 61628 62686

Earnings per Share before Extraordinary Item (Rs.) (EPS) 4.22 5.96 (0.29) 3.74

Earnings per Share after Extraordinary Item (Rs.) (EPS) 4.22 5.48 (0.29) 3.26

FINANCIAL PERFORMANCE :

Consolidated Financials

During the year under review, the consolidated turnover of the Company was lower by 4.08 % at Rs. 56640 lacs as against Rs. 59049 lacs in the previous year. The Company incurred a net loss of Rs. 213 lacs for the year under review as compared to net proft of Rs. 2370 lacs earned in the previous year.

Standalone Financials

During the year under review, the turnover of the Company was higher by 24.53 % at Rs. 53896 lacs as against Rs. 43278 lacs in the previous year. Proft before Tax stood at Rs. 2772 lacs as compared to Rs. 2929 lacs for the previous year, representing a decline of 5.36 %. Proft after Tax stood at Rs. 3066 lacs as compared to Rs. 3985 lacs for the previous year, representing a decline of 23.06 %.

In view of the downturn in the economy during the year under review, your Company''s performance as well as profts were to a greater extent impacted due to rising infation, rupee depreciation, increased cost of capital, increased cost of construction and restrained demand from end-users. The operational cashfows were adversely impacted for a major part of the year under review due to lower than expected sales level resulting in intense pressure on proft margins.

APPROPRIATIONS :

Despite the diffcult economic environment in which the Company operated during the year under review, your Directors have recommended a dividend of Rs. 1/- (10 %) (Previous Year : Rs. 1.00 per share – 10 %) per equity share of the face value of Rs. 10 each for the year ended March 31, 2013, aggregating Rs. 727 lacs (Previous Year : Rs. 727 lacs) subject to the approval of the members at the ensuing Annual General Meeting. The dividend distribution tax to be borne by the Company amounts to Rs. 118 lacs (Previous Year : Rs. 118 lacs).

FINANCE :

Issue of Debentures :

During the year under review, the Company issued Secured, Redeemable, Non-convertible, Taxable Debentures amounting to Rs. 25 crores on private placement basis.

AUDITORS :

M/s. Doshi Doshi & Associates, Chartered Accountants and M/s. Haribhakti & Co., Chartered Accountants, Joint Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting. M/s. Doshi Doshi & Associates, being eligible have offered themselves for reappointment. The other frm of Statutory Auditors M/s. Haribhakti & Co., have expressed their desire not to seek reappointment in view of their heavy prior professional commitments. The Board of Directors, upon the recommendations of the Audit and Compliance Committee, proposes the reappointment of M/s. Doshi Doshi & Associates as Statutory Auditors of the Company for conducting the audit of the accounts of the Company for the year ending March 31, 2014.

M/s. Doshi Doshi & Associates have forwarded their certifcate to the Company, stating that their appointment if made, would be within the limits specifed in that behalf under Section 224 (1) (b) of the Companies Act, 1956. The necessary resolution is included in the Notice of the ensuing Annual General Meeting.

AUDITORS'' REPORT :

The Notes forming part of the Financial Statements (Balance Sheet and the Statement of Proft and Loss) for the year ended March 31, 2013, referred to in the Auditors'' Report are self explanatory. In terms of sub-section (3) of Section 217 of the Companies Act, 1956, the Management''s replies to certain observations/qualifcations of the Statutory Auditors in their Audit Reports on the fnancial statements for the year ended March 31, 2013 are as hereunder :

Basis of Qualifed opinion :

a. Note ‘29'' to the standalone fnancial statements and Note ‘30'' to the consolidated fnancial statements:

The observation of the Auditors read with Note ‘29'' and Note ‘30'' are self explanatory and require no further clarifcation.

Emphasis of Matter :

a. Note 2 (III) (A) (ii) and (iii) to standalone fnancial statements and Note 3 (III) (A) (ii) and (iii) to the consolidated fnancial statements :

The emphasis of matters included by the Statutory Auditors in their respective Reports are self explanatory and require no further clarifcation.

b. Footnote ‘c'' to Note ‘4'' to standalone fnancial statements and footnote ‘b'' to Note ''5'' to consolidated fnancial statements :

Regulation 16 (2) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 read with Clause 36.1.5 of the Debenture Trust Deed dated February 24, 2011 executed by the Company with the Trustees for Debentureholders provides that in case of any defaults in payment of interest on debt securities or redemption thereof, any declaration or distribution/payment of dividend to the shareholders shall require approval of the Debenture Trustees. The management is confdent of obtaining the requisite consent of the Debenture Trustees prior to the Annual General Meeting so as to facilitate the declaration of dividend at the ensuing Annual General Meeting and distribution thereafter to the shareholders.

c. Footnote ‘d'' to Note ‘4'' to standalone fnancial statements and footnote ‘c'' to Note ‘5'' to consolidated fnancial statements :

Due to the prevailing economic scenario, the Company was not able to make requisite investment /deposit in terms of Circular No. 11/02/2012-CL-V (A) /04/2013 dated February 11, 2013 issued by the Ministry of Corporate Affairs. The Company will meet with the requirements of the said Circular during the current fnancial year.

d. Footnote ‘c'' to Note ‘13'' to standalone fnancial statements and foot note ‘b'' to Note ‘14'' to consolidated fnancial statements :

The emphasis of matter included by the Statutory Auditors in their respective Reports are self explanatory and require no further clarifcation.

e. Note ‘13'' (F) and (G), Note 17 and Note ‘10'' to standalone fnancial statements :

The emphasis of matter included in the Auditors'' Report read with Note ‘13'' (F) and (G), Note 17 and Note ‘10'' to the standalone fnancial statements are self explanatory and require no further clarifcation.

f. Footnote ‘e'' to Note ‘13'' to standalone fnancial statements :

The emphasis of matter included in the Auditors'' Report read with footnote ‘e'' to Note ‘13'' to the standalone fnancial statements is self explanatory and requires no further clarifcation.

g. footnote ‘b'' to Note ‘18'' to standalone fnancial statements and footnote to Note ‘19'' to consolidated fnancial statements :

The emphasis of matter included by the Statutory Auditors in their respective Reports read with footnote ‘b'' to Note ‘18'' to standalone fnancial statements and footnote to Note ‘19'' to consolidated fnancial statements are self explanatory and require no further clarifcation.

h. Footnote to Note ‘22'' to standalone fnancial statements and footnote to Note ‘23'' to consolidated fnancial statements :

The emphasis of matter included by the Statutory Auditors in their respective Reports read with footnote to Note ‘22'' to standalone fnancial statements and footnote to Note ‘23'' to consolidated fnancial statements are self explanatory and require no further clarifcation.

i. Note ‘34'' (B) to standalone fnancial statements and Note ‘38'' to consolidated fnancial statements : and

Footnote to Note ‘34'' to standalone fnancial statements and footnote to Note ‘38'' to consolidated fnancial statements:

The corporate guarantees have been given by the Company on behalf of other entities which are having projects located at prime locations and such projects are in various stages of construction/development. All these projects when completed will have net realizable value which will be in excess of the amount of corporate guarantees given by the Company. The management is confdent that there will not be any fnancial liability on the Company on account of any default by any of the entities on whose behalf the corporate guarantees have been given.

The emphasis of matter with respect to footnote to Note ‘34'' to standalone fnancial statements and Note ‘38'' to consolidated fnancial statement are self explanatory and require no further clarifcation.

j. Emphasis of matter – item (i) of the Auditors'' Report on Consolidated Financial Statements :

Effects on the consolidated fnancial statements of the group have been given based on the audited separate fnancial statements of the said four Subsidiaries, the said Joint Venture and an Associate. The management is of the view that, even after the inclusion of audited consolidated fnancial statements of the said subsidiaries and the said joint venture, there would not be any material impact on the reported consolidated fnancial statements of the group.

In case of the associate having two step down subsidiaries, the share of loss of the said associate has already been accounted for while preparing the consolidated fnancial statements of the Company. The management is of the view that there would not be any material change in the reported fgures in the consolidated fnancial statement even after completion of audit of the consolidated fnancial statements of the said associate.

Annexure to Auditors'' Report (Standalone Financial Statements) :

Clause (ix) (a) of the Annexure referred to in the Auditors'' Report on standalone fnancial statements :

As explained in the operational highlights in the Directors'' Report, the then prevailing adverse economic conditions during the year under review resulted in some delays in the payment of certain statutory dues. The Company is making good the delays at the earliest.

Clause (xi) of the Annexure referred to in the Auditors'' Report on standalone fnancial statements :

Due to the then prevailing adverse economic conditions during the year under review, the Company faced diffculties in making timely payments of its dues to the debentureholders. The Company has initiated steps for resolving the matter with the debentureholders.

CONSOLIDATED ACCOUNTS :

In terms of Clause 41 of the Listing Agreement executed with the Stock Exchanges, the Consolidated Financial Statements which have been prepared in accordance with Accounting Standards - AS-21, AS-23 and AS-27 as issued by the Institute of Chartered Accountants of India, are annexed to and form part of the Annual Report.

FIXED DEPOSITS :

Total amount of deposits outstanding as on March 31, 2013 was Rs. 1163.83 lacs. There were no unclaimed / unpaid deposits as at the year end.

INSURANCE :

All the insurable interests of your Company including inventories, buildings are adequately insured.

INFORMATION TECHNOLOGY :

The Company uses Information Technology to provide reliable, contemporary and integrated business processes which enables it to improve all round operational effciencies.

During the year under review, your Company initiated steps to implement Oracle ERP across its various Group Companies including subsidiaries, associates and joint ventures. This will result in the Company''s processes integrating into one single system, avoidance of duplication of work, increased effciency, improved management information systems and better management control of operations and activities. The Company''s IT systems are periodically audited to ensure the adequacy of the information systems control, information security and privacy aspects.

During the current fscal, the Company plans to undertake a major exercise of upgrading Oracle ERP to latest version.

CORPORATE SOCIAL RESPONSIBILITY :

As part of corporate social responsibility, your Company has wholeheartedly supported the circulars on Green Initiative in the Corporate Governance issued by the Ministry of Corporate Affairs allowing paperless compliances by companies by service of notices /documents to the members through electronic mode. Recognising the spirit of the said circular, the Company has forwarded this annual report in electronic form to those members who have registered their e-mail addresses with the Depositories through their respective Depository Participants.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance, forming part of the Directors'' Report and a certifcate from a company secretary in wholetime practice confrming compliance with Corporate Governance norms, as prescribed under Clause 49 of the Listing Agreement has been annexed hereto as part of this Annual Report.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certifcate from the Managing Director and the Chief Financial Offcer, inter alia, confrming the correctness of the fnancial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also annexed as a part of this Annual Report.

CORPORATE GOVERNANCE – VOLUNTARY GUIDELINES 2009

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on ‘Corporate Governance'' and ‘Corporate Social Responsibility'' in December 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance. Although these guidelines are recommendatory in nature, the Board recognizes the importance and need to constantly assess governance practices thereby ensuring a sustainable business environment that generates long-term value to all key stakeholders. The Board has adopted several provisions of the said guidelines.

SUBSIDIARIES :

During the year under review, Joynest Premises Private Limited became a subsidiary and Holiac Realty Private Limited and Pushpak Healthcare Services Private Limited ceased to be subsidiaries of your Company. Holiac Realty Private Limited has instead, become an associate. The total number of subsidiaries as on March 31, 2013 were 25.

There has been no material change in the nature of the business of the subsidiaries. All the subsidiary companies are non-material, non-listed subsidiary companies as defned under Clause 49 of the Listing Agreements entered into with the Stock Exchanges.

In terms of the general exemption under Section 212 (8) of the Companies Act, 1956 granted by the Ministry of Corporate Affairs (MCA) vide it General Circular No.2/2011 dated February 8, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors'' Report thereon for the fnancial year ended March 31, 2013 along with the Reports of the Board of Directors of the subsidiary companies have not been annexed to this Annual Report. However, as directed by the aforesaid MCA Circular, the summarized fnancials of the subsidiary companies have been disclosed in the consolidated balance sheet under the heading ‘Summary of Financial Statements of Subsidiary Companies'' which forms part of this Annual Report.

The annual accounts and the related detailed information of the subsidiary companies will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and will also be kept for inspection by any member of the Company/its subsidiaries at the registered offce of the Company and that of the respective subsidiary companies during working hours between 11.00 a.m. and 1.00 p.m. upto the date of the Annual General Meeting.

DIRECTORS :

Mr. Madhukar B. Chobe ceased to be an Executive Director of the Company upon expiry of his term of offce on December 31, 2012. Subsequently, Mr. Chobe stepped down from the Board of Directors of the Company effective January 1, 2013. Mr. P. H. Ravikumar who was appointed as an Additional Director of the Company effective March 8, 2013 stepped down from the Board effective April 18, 2013 in view of his prior professional commitments. Mr. D. R. Kaarthikeyan stepped down from the Board effective April 17, 2013. Mr. Shailesh H. Bathiya who retires by rotation has expressed his desire not to seek reappointment due to prior professional commitments.

The Board places on record its sincere appreciation of the invaluable and mature guidance and advice contributed by Mr. Madhukar B. Chobe, Mr. D. R. Kaarthikeyan, Mr. P. H. Ravikumar and Mr. Shailesh H. Bathiya during their tenure.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Arvind Kumar Joshi retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

The brief profle of Mr. Arvind Kumar Joshi as required by Clause 49 of the Listing Agreement has been detailed in the Section on ‘Corporate Governance''.

All the Directors of the Company have confrmed that they are not disqualifed from being appointed as Directors in terms of Section 274 (1) (g) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors of the Company, to the best of their knowledge and belief and on the basis of the information and explanations received by them, hereby state and confrm that :

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) the accounting policies have been selected 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 as at March 31, 2013 and of the proft on Standalone basis and loss on Consolidated basis of the Company for the year ended on that date;

(iii) proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

STATUTORY INFORMATION :

Since the Company is not engaged in any manufacturing activity, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable. Expenditure incurred in foreign currency amounted to Rs. 252.74 lacs. There was no earning in foreign exchange.

PARTICULARS OF EMPLOYEES :

During the year under review, 3 (three) employees employed throughout the year were in receipt of remuneration of Rs. 60 lacs or more per annum. In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Offce of the Company.

APPRECIATION :

Your Directors would like to express their grateful appreciation and thanks for the valuable co-operation and support received from the Company''s bankers, fnancial institutions, business associates, suppliers, consultants, customers, contractors and shareholders at large during the year under review and look forward to the same in greater measure in the coming years.

The Directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

CAUTIONARY STATEMENT

Certain statements made in the Directors'' Report and the Management Discussion and Analysis may constitute ‘forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Several factors could make signifcant difference to the Company''s operations that include labour and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in interest rates, changes in government regulations, tax regimes, economic development within India and other incidental factors. The Company does not undertake any obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.

For and on behalf of the Board

Hemant M. Shah

Executive Chairman

Mumbai, May 29, 2013

---

Mar 31, 2011

The Directors have pleasure in presenting their Twenty Third Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS :

The salient features of the Companys standalone and consolidated financial results for the year under review are as follows:

(Rs. in lac)

STANDALONE CONSOLIDATED March March March March 31,2011 31,2010 31,2011 31,2010

Net Sales / Income from Operations 42594 48202 67676 57963

Other Income 4942 3204 3655 3846

Total Income 47536 51406 71331 61809

Operating Expenditure 15216 15265 31967 19526

Profit before Depreciation / Interest / Tax 32320 36141 39364 42283

Depreciation 484 311 1285 714

Interest and Finance Charges 16246 11968 20923 16800

Profit before Tax 15590 23862 17156 24769

Provision for Tax 470 6208 2402 8166

(Add) / Less : (Excess) / Short provision for taxation for previous year (2028) 275 (3827) 275

Minority Interest / Share of Profit / (Loss) of Subsidiaries 8c Associates / Others -- -- (963) 163

Net Profit for the Year 17148 17379 17618 16491

Balance Profit brought forward from Previous Year 59707 50832 59478 51491

Amount available for appropriation 76855 68211 77096 67982

APPROPRIATIONS

Proposed Dividend 1818 3636 1818 3636

Dividend Distribution Tax 302 618 302 618

General Reserves 1890 1750 1890 1750

Debenture Redemption Reserve 7475 2500 7475 2500

Balance carried to Balance Sheet 65370 59707 65611 59478

Earning per Share (Rs.) (EPS) 23.58 24.81 24.22 23.54

OPERATIONAL HIGHLIGHTS :

The Company has adopted an unique growth oriented and pragmatic business model of development of real estate projects through its subsidiaries, joint ventures, associates, partnership firms and public private partnership with strategic investors. The benefits accruing from this business model are :

- highly capital efficient and allows the Company to grow the business without tying up large amount of capital in land purchases.

- for any given amount of capital it allows the Company to do more projects than would otherwise have been possible.

- leveraging of development capabilities and resources.

- creation of enhanced pool of construction and marketing expertise.

- greater profitability and significantly reduces the exposure to risks in any one project.

- facilitates expansion in additional geographical areas.

- stable source of revenue during tough economic times.

The merits of the business model is reflected in the consolidated results of the Company for the year under review, which witnessed a growth of 15.41 % at Rs. 71331 lac as against Rs. 61809 lac in the previous year. The consolidated net profit stood at Rs. 17618 lac as against Rs. 16491 lac in the previous year.

On a standalone basis the total income of the Company was lower by 7.53% at Rs. 47536 lac as against Rs. 51406 lac in the previous year A significant increase in cost of construction has had the impact on Profit before Tax which stood at Rs. 15590 lac as against Rs. 23862 lac in the previous year, The net profit was Rs. 17148 lac as against Rs. 17379 lac in the previous year.

Further, based on the business model adopted by the Company, the increase in loans and advances represents substantial investments by your Company in its subsidiaries, associates, joint ventures, partnerships and other entities towards growing the business to drive higher profits in future and reflects the managements confidence towards strong business growth. The management has always endeavoured to time the real estate cycle during downturn, which has resulted in acquisition of land bank at lower valuation, which will provide stable pipeline of projects in the near future.

Your Company has initiated steps for sustaining growth through cost optimization, process improvement and efficient management of working capital. Your Company is also consolidating on the initiatives taken in previous few quarters.

APPROPRIATIONS :

An amount of Rs. 1890 lac (Rs. 1750 lac) is credited to General Reserves and Rs. 7475 lac (Rs. 2500 lac) is credited to Debenture Redemption Reserve. Out of the amount available for appropriation, your Directors have recommended a dividend of Rs. 2.50/- (25 %) (Previous Year : Rs. 5 per share - 50 %) per equity share of the face value of Rs. 10 each for the year ended March 31, 2011, aggregating Rs. 1818 lac (Previous Year : Rs. 3636 lac). The dividend distribution tax amounts to Rs. 302 lac (Previous Year : Rs. 618 lac),

The dividend payout for the year under review has been formulated in accordance with the Companys policy of striving to maintain a stable dividend payout linked to performance and keeping in view the Companys need for capital to finance its growth plans through internal accruals to the maximum. Your Directors believe that this will subsequently lead to an increase in shareholders value in the long term.

FINANCE :

Issue of Debentures :

During the year under review, the Company issued 2 series of Secured, Redeemable, Non-convertible Debentures amounting to Rs. 200 crores on private placement basis as per details given below :

a. 1,000 - 17 % Secured Redeemable Non-convertible Debentures having face value of Rs. 10,00,000 per debenture aggregating Rs. 100 crores; and

b. 10,000 - 12 % Secured Redeemable Non-convertible Debentures having face value of Rs. 1,00,000 per debenture aggregating Rs. 100 crores, which are redeemable at a premium.

The Company has created Debenture Redemption Reserve in accordance with the applicable provisions of the Companies Act, 1956.

AUDITORS :

M/s. Sudit K, Parekh & Co., Chartered Accountants, the retiring Auditors, have by their letter dated May 28,2011 informed the Company of their decision not to seek reappointment as Joint Auditors of the Company in view of their heavy professional pre-occupation. The Board of Directors, based on the recommendation of the Audit and Compliance Committee, propose the reappointment of M/s. Doshi Doshi & Associates, Chartered Accountants and the appointment of M/s. Haribhakti & Co., Chartered Accountants in place of M/s. Sudit K. Parekh & Co. as Joint Auditors to conduct the audit of the accounts of the Company for the year ending March 31,2012.

M/s. Doshi Doshi & Associates and M/s. Haribhakti & Co. have forwarded their certificates to the Company, stating that their respective reappointment/appointment if made, would be within the limits specified in that behalf under Section 224 (1) (b) of the Companies Act, 1956. The necessary resolution is included in the Notice of the ensuing Annual General Meeting.

AUDITORS REPORT :

In respect of Auditors observations regarding delays in payment of undisputed Works Contract Tax, Income Tax deducted at source and Service Tax, it is hereby clarified that the delays were temporary in nature and all of the outstanding dues have been paid subsequent to the close of the year.

CONSOLIDATED ACCOUNTS :

In terms of Clause 41 of the Listing Agreement executed with the Stock Exchanges, the Consolidated Financial Statements which have been prepared in accordance with Accounting Standards - AS-21, AS-23 and AS-27 as issued by the Institute of Chartered Accountants of India, are annexed to and form part of the Annual Report.

FIXED DEPOSITS :

Total amount of deposits outstanding as on March 31,2011 was Rs. 1134.33 lac. There were no unclaimed/unpaid deposits as at the year end.

INSURANCE:

All the insurable interests of your Company including inventories, buildings are adequately insured.

INFORMATION TECHNOLOGY :

As reported last year, the implementation of ERP package - Oracle e Business Suite 12.0, one of the best ERP worldwide, across the organization, has been completed. This will result in most of the Companys processes integrating into a single system, avoidance of duplication of work, increased efficiency, improved management information systems and better management control of operations and activities. The Project was initiated in January 2010,

During the year under review, the Company initiated measures to integrate the ERP package with external systems such as Customer Relationship Management, Document Management System, Project Management & Execution and E-Recruitment. The Company has also intiated steps to connect all its Nodal site offices to Corporate Office in order to speed up transaction processing, The Company is continuously working and concentrating on IT to get maximum benefit for the organization.

The Companys IT systems are periodically audited to ensure the adequacy of Information Systems control. Information Security and privacy aspects.

SUSTAINABLE DEVELOPMENT AND CARBON FOOTPRINTS :

Your Company is the recipient of Leading the Green Building Movement Award awarded in October 2010 by Indian Green Building Council (IGBC).

The Company shares information pertaining to sustainability-related issues - carbon footprint, green building initiatives, and renewable energy usages in buildings with Carbon Disclosure Project (CDP), a London based international organisation, on an annual basis.

CORPORATE SOCIAL RESPONSIBILITY :

As part of corporate social responsibility, your Company has wholeheartedly supported the circulars on Green Initiative in the Corporate Governance issued by the Ministry of Corporate Affairs allowing paperless compliances by companies by service of notices /documents to the members through electronic mode. Recognising the spirit of the said circular, the Company has forwarded this annual report in electronic form to those members who have consented to the same and have registered their e-mail addresses with the Depositories through their respective Depository Participants.

CORPORATE GOVERNANCE :

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improve investors protection and maximize long term shareholder value. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance has been annexed hereto as part of this Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard. The Auditors Certificate on compliance with Corporate Governance requirements by the Company forms part of this Annual Report,

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also annexed as a part of this Annual Report.

CORPORATE GOVERNANCE - VOLUNTARY GUIDELINES 2009

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on "Corporate Governance and "Corporate Social Responsibility in December 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance. The guidelines broadly focus on areas such as Board of Directors, responsibilities of the Board, Audit Committee functions, roles and responsibilities, appointment of auditors, mechanism for whistle blower support and compliance with Secretarial Standards.

The Company is substantially in compliance with some of the provisions of these guidelines as reported in the section on Corporate Governance in this Annual Report. The other provisions of these guidelines are being evaluated and your Company will strive to adopt the same in a phased manner.

SUBSIDIARIES :

During the year under review :

1. The following companies became subsidiaries of your Company :

- Ackruti City Magnum Limited

- Merrygold Buildcon Private Limited

- Vega Developers Private Limited (formerly Pure Gold Developers Private Limited)

- Pushpak Healthcare Services Private Limited

2. The following companies ceased to be subsidiaries of your Company :

- Ackruti Center Infotech Limited

- E Commerce Magnum Solution Limited

The total number of subsidiaries as on March 31, 2011 was 33.

There has been no material change in the nature of the business of the subsidiaries. All the subsidiary companies are non- material, non-listed subsidiary companies as defined under Clause 49 of the Listing Agreements entered into with the Stock Exchanges.

The Ministry of Corporate Affairs (MCA) has, vide General Circular No.2/2011 dated February 8, 2011, granted general exemption under Section 212 (8) of the Companies Act, 1956 from attaching the Balance Sheet, the Profit and Loss Account and other documents of the subsidiary companies to the Balance Sheet of the Company. Accordingly, the Audited Statements of Account and the Auditors Report thereon along with the Reports of the Board of Directors of the subsidiary companies are not attached to this Annual Report. As directed in the aforesaid MCA Circular, the summarized financials of all the subsidiary companies have been disclosed in the Consolidated Balance Sheet under the heading "Summary of Financial Statements of Subsidiary Companies which forms part of this Annual Report.

The annual accounts and the related detailed information of these subsidiary companies will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company and also at the respective registered offices of the subsidiary companies during working hours between 11.00 a.m. and 1.00 p.m. upto the date of the Annual General Meeting.

DIRECTORS :

Mr. Shailesh V. Haribhakti and Mr. R H. Ravikumar resigned from the Board of Directors of the Company effective March 11,2011 due to their other business commitments.

The Board places on record its sincere appreciation of the invaluable contribution and mature advice provided by Mr. Haribhakti and Mr. Ravikumar during their tenure as Directors of the Company,

At the meeting of the Board of Directors of the Company held on May 16,2011, Mr. Abhijit Datta and Mr. Arvind Kumar Joshi were appointed as Non-Executive Independent Directors to fill the casual vacancies caused by the resignations of Mr. Haribhakti and Mr, Ravikumar respectively.

Pursuant to Section 262 of the Companies Act, 1956 read with Article 140 of the Articles of Association of the Company, Mr. Arvind Kumar Joshi holds office upto the date of the ensuing Annual General Meeting as Mr. P. H. Ravikumar in whose place he has been appointed, would have retired by rotation at the ensuing Annual General Meeting had he not resigned. The Company has received notice from a member under Section 257 of the Companies Act, 1956 along with requisite deposit proposing his appointment as a Director of the Company.

Mr. D. R. Kaarthikeyan and Mr. Shailesh H. Bathiya, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment.

The brief profiles of Mr. Arvind Kumar Joshi, Mr. D. R. Kaarthikeyan and Mr. Shailesh H. Bathiya as required by Clause 49 of the Listing Agreements have been detailed in the Section on Corporate Governance. Your Directors recommend the appointment of Mr. Arvind Kumar Joshi and reappointment of Mr. D. R. Kaarthikeyan and Mr. Shailesh H. Bathiya as Directors of your Company.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors of the Company, to the best of their knowledge and belief and on the basis of the information and explanations received by them, hereby state and confirm that :

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) the accounting policies have been selected 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 as at March 31,2011 and of the profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

AWARDS :

Your Company has been the proud recipient of the following awards and recognition :

a. "Leading the Green Building Movement" awarded by Indian Green Building Council;

b. "Ackruti Gold"- the commercial project of the Company at Bandra Kurla complex has been awarded three management systems certificates by British Standards Institute (BSI) in the following categories :

- Environmental Management System - ISO 14001:2004.

- Occupational Health & Safety Management System - BS OHSAS 18001:2007.

- Integrated Management System - PAS 99 : 2006.

STATUTORY INFORMATION :

Since the Company is not engaged in any manufacturing activity, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable. Expenditure incurred in foreign currency amounted to Rs. 132.75 lac. There was no earning in foreign exchange.

Statement pursuant to Section 217 (2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended is annexed hereto as Annexure - I and forms part of this Annual Report.

GROUP FOR INTER-SE TRANSFER OF SHARES :

As required under Clause 3(i)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from the applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in the Statement annexed to and forming part of this Annual Report.

APPRECIATION :

Your Directors would like to express their grateful appreciation and thanks for the valuable co-operation and support received from the Companys bankers,financial institutions,business associates,suppliers,consultants,customers and contractors and shareholders at large during the year under review and look forward to the same in greater measure in the coming years.

The Directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

For and on behalf of the Board

Hemant M. Shah Executive Chairman

Mumbai, May 30, 2011



(Source : World Economic Outlook : Recovery, Risk, and Rebalancing - International Monetary Fund Report)

2Cushman & Wakefield (C&W) India Real estate Investment report 2010 : Riding the Wave - Re-emergence of Indian realty sector,

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty Second Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS :

The salient features of the Companys standalone and consolidated financial results for the year under review are as follows:

(Rs. in lac)

STANDALONE CONSOLIDATED

March March March March

31, 2010 31, 2009 31, 2010 31, 2009

Net Sales / Income from Operations 48202.02 43721.66 57963.36 43476.91

Other Income 3200.58 3355.16 3846.21 2001.34

Total Income 51402.60 47076.82 61809.57 45478.25

Profit before tax 23859.45 29333.52 24706.68 28358.22

Profit after tax before prior period adjustments 17651.62 27024.78 16541.12 26035.12

Net Profit after prior period adjustment 17379.48 26377.97 16491.41 26473.15

Profit brought forward 50832.07 25234.45 51491.36 25857.56

Profit available for appropriation 68211.55 51612.42 67982.77 52330.71

APPROPRIATIONS

General Reserves 1750.00 - 1750.00 1.21

Debenture Redemption Reserve 2500.00 - 2500.00 -

Proposed Dividend 3636.79 667.00 3636.79 667.00

Dividend

Distribution Tax 618.07 113.36 618.07 171.14

Balance carried to Balance Sheet 59706.69 50832.06 59477.91 51491.36

OPERATIONAL HIGHLIGHTS :

On a standalone basis the total income of the Company was higher by 9.19 % at Rs.51402.60 lac as against Rs. 47076.82 lac in the previous year. Although the Company maintained a decent pace of growth in sales despite challenging environment owing to continued general slowdown in the economy, a significant increase in cost of construction has had the impact on Profit before Tax which stood at Rs. 23859.45 lac as against Rs. 29333.52 lac in the previous year. The net profit was Rs. 17379.48 lac as against Rs. 26377.97 lac in the previous year.

The consolidated revenues of the Company witnessed a robust growth of 35.9 % at Rs.61809.57 lac as against Rs. 45478.25 lac in the previous year. The consolidated net profit was Rs. 16491.41 lac as against Rs. 26473.15 lac in the previous year.

The increase in loans and advances from Rs. 80445 lac to Rs. 128420 lac represents substantial investments by your Company in its subsidiaries, associates, joint ventures, partnerships and other entities towards growing the business to drive higher profits in future and reflects the Managements confidence towards strong business growth.

Your Company continues to take initiatives for strengthening its business operations and thereby take advantage of the growing demand scenario in various verticals of residential and commercial segment. Your Company is also consolidating on the initiatives taken in previous few quarters.

Your Directors are pleased to state that after a tough challenging time in the year under report, realty market is now looking better placed with both buyer sentiment and liquidity scenario improving considerably. These are expected to be on the desired track in coming quarters.

APPROPRIATIONS :

An amount of Rs.1750.00 lac (P.Y. Rs. Nil) is credited to General Reserves and Rs. 2500 lac (P.Y. Rs.Nil) is credited to Debenture Redemption Reserve. Out of the amount available for appropriation, your Directors have recommended a dividend of Rs. 5/- (50 %) (P.Y. : Re.1 per share – 10 %) per equity share of the face value of Rs.10 each for the year ended March 31, 2010, aggregating Rs. 3636.79 lac (P.Y. : Rs.667.00 lac). The dividend distribution tax amounts to Rs. 618.07 lac (P.Y. : Rs.113.36 lac).

The dividend payout for the year under review has been formulated in accordance with the Companys policy of striving to maintain a stable dividend payout linked to performance and keeping in view the Companys need for capital to finance its growth plans through internal accruals to the maximum. Your Directors believe that this will lead to an increase in shareholders value in the long term.

THE BUSINESS :

The Company currently operates both - on its own and through its subsidiaries / joint ventures / associate companies and partnership firms in the Residential, Commercial, SEZs, Infotech Park, Biotech Park and Robotic Car Park segments of the Real Estate business. Operations of the Company include identification and acquisition of land / development rights, obtaining necessary approvals, planning, execution and marketing of the projects.

The Company has a Western India focus with presence in major cities such as Mumbai, Thane, Pune, Surat, Vadodara and Ahmedabad with almost all the developments being undertaken within the city limits.

The Companys presence in Mumbai is well distributed among the western & eastern suburbs and the island city.

SEGMENT WISE DISCUSSIONS :

Residential : The Company had last year launched ‘Just Perfect Homes series of residential apartments in the affordable housing segment at Mira Road (Ackruti Gardenia), Thane (Ackruti Greenwoods) and Kondhwa, Pune (Ackruti Countrywoods). All the three projects received tremendous response. During the year under review, the Company also launched Phase – II of Ackruti Greenwoods. Plans are afoot to launch Phase II of Ackruti Gardenia and Ackruti Countrywoods in the current fiscal.

During the year under review, the Company launched three new projects namely ‘Ackruti Jewel, ‘Ackruti Sunmist and ‘Ackruti Shikhar all located at Andheri. The response from the prospective buyers in booking flats of these Projects has been very encouraging.

Commercial : The construction activity of ‘Ackruti Solaris at Andheri is in full swing and is expected to be completed by 2011 end.

Construction activity has also commenced in respect of ‘Ackruti Opal located at Jogeshwari adjoining Western Express Highway. The construction of ‘Ackruti Gold, a LEED certified building at Bandra Kurla Complex has been completed.

Robotic Car Park : Indias first fully automated 20 storied car park at Mahalakshmi, Mumbai has become operational. It can park 240 cars as against 15-20 cars that could be parked earlier prior to the construction of the car park.

Info Park – Pune : The construction of last building ‘Block 4 of Phase - I of Info Park at Hinjewadi, Pune is nearing completion.

Biotech Park : The Company has through its subsidiary namely Gujarat Ackruti-TCG Biotech Limited embarked upon the development of 700 acres Biotech Park at Savli, near Vadodara in the State of Gujarat in joint venture with Gujarat State Biotech Mission and the TCG Group. Phase - I of the Project has been marketed successfully. For Phase – II of the Project, the Company has acquired possession of land from GIDC and the infrastructure development work thereon has commenced.

Mumbai SEZ : The Company has obtained all the requisite approvals from SEZ authorities. Environmental clearance for the project has been obtained from the Ministry of Environment and Forest. The project is in advanced stage of development. The Company had also sought and obtained the status of Special Planning Authority (SPA) for the Project from the Government of Maharashtra. The Company will execute the said project in joint venture with the landowner.

Upvan Lake Project : The Company acquired management control of Upvan Lake Resorts Private Limited (Upvan) for undertaking the project for beautification of Upvan Lake at Thane under BOOT Scheme of Thane Municipal Corporation. Upvan is a subsidiary of the Company.

OTHER OPPORTUNITIES :

The Company has, through its associate companies, undertaken the development / upgradation of five bus terminals in the State of Gujarat under the public private partnership scheme. Subsequent to the close of the year, the Company received the Letter of Acceptance (LOA) from GSRTC for development of the said bus terminals. Under this Scheme, the Company will upgrade and maintain the bus depots and in return, will get lease and parking revenues from the commercial component. These commercial projects, when completed are expected to generate significant revenues at a minimal investment.

The Company has embarked upon the development of real estate project on Ghatkopar-Mankhurd Link Road, Mumbai through an associate company on public private partnership basis with the Government of Maharashtra.

The Company also received a Letter of Acceptance from Railway Land Development Authority for development of railway land at Bengaluru.

The Company is also on the look out for strategic acquisitions in order to achieve inorganic growth.

The Company has also entered into strategic joint venture arrangements with other real estate development companies for some of its projects on a profit sharing basis. Collaborating strategically with other firms reduces the capital investment requirement and helps leverage development capabilities. It also allows the Company to benefit from an enhanced pool of construction and marketing expertise and experience and facilitates expansion into additional geographies and business lines. All the aforesaid business initiatives would enable the Company to enhance long term shareholder value.

Tools of innovation are employed for any new project / marketing initiative, the purpose being to constantly stay ahead in terms of ideas.

DIRECTORS :

Mr. Madhukar B. Chobe and Mr. Shailesh V. Haribhakti retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Appropriate resolutions for their reappointment are being placed before you at the ensuing Annual General Meeting.

The brief profile of Mr. Madhukar B. Chobe and Mr. Shailesh V. Haribhakti as required by Clause 49 of the Listing Agreements has been detailed in the Section on ‘Corporate Governance. Your Directors recommend the reappointment of Mr. Madhukar B. Chobe and Mr. Shailesh V. Haribhakti as Directors of your Company.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors of the Company, to the best of their knowledge and belief and on the basis of the information and explanations received by them, hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) the accounting policies have been selected 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 as at March 31, 2010 and of the profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

AWARDS :

Your Company has been the proud recipient of the following award and recognition :

a. The Companys Residential Project – ‘ACKRUTI ORCHID PARK at Saki Naka, Andheri–Kurla Road, Andheri (East), Mumbai has won the CNBC Awaaz Real Estate Award 2009 in the category of ‘Best Overall Systems. Presented in association with CREDAI and adjudged by CRISIL, the award is Indias most prestigious award for excellence in real estate sector and acknowledges the best real estate developers for their spirit of achievement and contribution to society, industry and the nation as a whole.

b. The Companys project – ‘ACKRUTI GOLD at Bandra Kurla Complex, Bandra (East), Mumbai has achieved pre-certified Platinum Rating under the LEED India for Core & Shell Rating System from Indian Green Building Council. The ‘Certification signifies that Documentation has been submitted for the Project, which demonstrate an intent to design and build a high performance building in accordance with LEED India Green Building Rating System.

STATUTORY INFORMATION :

Since the Company is not engaged in any manufacturing activity, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable. Expenditure incurred in foreign currency amounted to Rs. 106.66 lac. There was no earning in foreign exchange.

Ackruti had 260 employees as on March 31, 2010. During the year, 16 employees employed throughout the year and 4 employees employed for part of the year were in receipt of remuneration of Rs. 24 lac or more per annum. In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of employees are set out in the statement annexed to the Directors Report. In terms of the provisions of Section 219 (1) (b) (iv) of the said Act, the Directors report is being sent to all the shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary.

EMPLOYEES :

Human resources continue to be the biggest asset of the Company. Your Company aims at creating a corporate culture that respects people, develops and trains them to deliver high quality performance and rewards talent and performance with growth opportunities. The staff strength of the Company comprises of highly qualified and experienced professionals from various faculties like engineering, finance, legal, and management. Employee relations continue to be cordial.

APPRECIATION :

Your Directors would like to express their grateful appreciation and thanks for the valuable co-operation and support received from the Companys bankers, financial institutions, business associates, suppliers, consultants, customers, contractors and shareholders at large during the year under review and look forward to the same in greater measure in the coming years.

The Directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

For and on behalf of the Board

Vyomesh M. Shah Madhukar B. Chobe

Managing Director Wholetime Director

Mumbai, August 7, 2010