HB Portfolio Ltd.-இன் இயக்குநர் அறிக்கை

The Directors are pleased to present the 31^st Annual Report together with the
Audited Financial Statements (Standalone & Consolidated) for the Financial
Year ended 31^st March, 2026.

FINANCIAL RESULTS

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

DIVIDEND

The Board of Directors in its meeting held on 11^th November, 2025 declared
an Interim Dividend of Re. 1/- per Equity Share (i.e. 10% on the face value of
Rs. 10/- each) for the Financial Year 2025-26 and the payment process was completed on
05^th December, 2025, within prescribed statutory timeline. The said Interim Dividend
shall be considered as Total/ Final Dividend for the Financial Year 2025-26 and no
further dividend is proposed for the Financial Year 2025-26.

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the Financial
Year under review.

STATE OF COMPANY’S AFFAIRS/ PERFORMANCE REVIEW

India’s stock market had a weak Financial Year 2025-26, with the BSE Sensex and
Nifty recording one of their weakest financial-year performances in a decade outside
the COVID-19 period, largely due to global geopolitical tensions and policy shocks,
including U.S. tariff actions and the West Asia conflict. Heightened concerns over
potential disruptions to shipping through the Strait of Hormuz pushed crude oil prices
higher and weakened investor sentiment. These factors, together with sustained
foreign portfolio outflows, triggered heavy selling, culminating in March 2026, when
the benchmark indices entered correction territory after falling more than 10% from
their recent highs. The downturn was marked by heightened volatility, broad-based
sectoral declines, and sharp stock-specific losses. In contrast, several Asian equity
markets outperformed India during the period, underscoring that external risks and
global capital flows, rather than domestic fundamentals alone, were the primary drivers
of the market correction.

The Company’s business performance and investment portfolio were directly impacted
by these developments. Despite the challenging market environment, the Company
maintained a cautious approach to its operations and investment activities, while
continuously monitoring market trends and assessing potential risks.

The BSE Sensex opened at 76,882 on 01^st April, 2025, rose to an intraday high of
80,677 on 30^th September, 2025 and declined to 73,165 on 30^th March, 2026.

I. Standalone Performance

During the Financial Year under review, the Company reported Total Income of
Rs. 1,267.45 Lakhs which is lower than previous Financial Year’s Total Income of
Rs. 1,495.93 Lakhs. The Net Profit after tax stood at Rs. 145.11 Lakhs as against
Net Loss after tax of Rs. 76.98 Lakhs in the previous financial year.

II. Consolidated Performance

During the Financial Year under review, the Company reported Total
Income of Rs. 2,712.79 Lakhs which is lower than previous Financial
Year’s Total Income of Rs 2,828.58 Lakhs. Profit after tax stood at
Rs. 20.27 Lakhs as against Profit after tax of Rs. 20.64 Lakhs in the previous
Financial Year.

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

(i) Share Capital

The Authorised Share Capital of the Company as on 31 ^st March, 2026 stood
at Rs. 40,00,00,000 divided into 2,00,00,000 Equity shares of Rs. 10/- each
and 2,00,00,000 and Preference Shares of Rs. 10/- each. During the Financial
Year under review, there was no change in the Authorised Share Capital of the
Company.

The Paid-up Equity Share Capital of the Company as on 31 ^st March, 2026 stood
at Rs. 10,76,42,300/- comprising of 1,07,64,230 Equity Shares of Rs. 10/- each.
During the Financial Year under review, the Company has not issued any shares
with differential voting rights or granted stock options, sweat equity shares, etc.

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

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

During the Financial Year under review, 4 (four) Board Meetings were convened
and held. The details of such meetings are provided in the Corporate Governance
Report, which forms an integral part of this report. The intervening gap between
the meetings was within the period prescribed under the provisions of Section
173 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

(iii) Committees of the Board

The Company has constituted Committees which have been established in
compliance with the requirement of the relevant provisions of applicable laws and
statutes. As on 31^st March, 2026, the Board has 3 (three) committees namely,
Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee. The composition of the Committees is provided in the
Corporate Governance Report, which forms an integral part of this report.

The intervening gap between the meetings was within the period prescribed
under the provisions of Section 173 of the Companies Act, 2013 and the SEBI
Listing Regulations. During the Financial Year under review, all recommendations
made by the Committees of the Board, wherever required, were accepted by the
Board of Directors.

(iv) Public Deposits

The Company has not accepted any Deposits from the Public under Section 73
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

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

During the Financial Year under review, no significant material orders were
passed by the Regulators or Courts or Tribunal which impact the going concern
status and Company’s operations in future.

(vi) Particulars of Loans, Guarantees or Investments

The Company is in the business of commodities trading, investments and
financial services. Details of Loans, Guarantees and Investments, if any, made
by the Company in the ordinary course of its business are given in the notes to
the Financial Statements.

(vii) Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo

The particulars required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect of
conservation of energy and technology absorption are not applicable to the
Company.

The total foreign exchange earnings during the Financial Year under review and
previous period is Nil and total foreign exchange out go during the Financial Year
under review and the previous period is Nil.

(viii) Change in the Nature of Business

There is no change in the nature of business of the Company during the Financial
Year under review.

(ix) Maintenance of cost records

Maintenance of cost records under Section 148(1) of the Companies Act, 2013
is not applicable to the Company for the Financial Year under review.

(x) Material Changes and commitments

No material changes and commitments have occurred between the end of the
Financial Year to which the financial statements relate and date of this report,
that affect the financial position of the Company.

(xi) Reporting of frauds by the Auditors

No fraud has been noticed or reported by the Statutory Auditors and Internal
Auditor during the course of their Audit.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES(i) Subsidiaries

The Company has following subsidiaries as on 31 ^s March, 2026:

(*) Material Unlisted Subsidiary Company.

(ii) Joint Ventures

During the Financial Year under review, no company has become or ceased to
be joint venture of the Company.

(iii) Associate Companies

In terms of Section 2(6) of the Companies Act, 2013, Merwanjee Securities
Limited is an Associate Company.

A separate statement containing the salient features of the Financial Statement of the
Company’s Subsidiaries and Associate is being provided in Form AOC-1 along with
Financial Statements in terms of Section 129(3) of the Companies Act, 2013. The
said Financial Statement will be made available upon request by any member of the
Company interested in obtaining the same. The Financial Statement of the Subsidiary
companies are available on the website of the Company athttps://www.hbportfolio.
com/investor-centre/

The Company has a policy for determining Material Subsidiaries in compliance with the
provisions of Regulation 16 of the SEBI Listing Regulations. The said Policy is available
on the website of the Company having following web link,https://www.hbportfolio.com/
wp-content/uploads/2026/02/Policv-for-determining-material-subsidiarv-14.02.2025.

pdf

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE
GOVERNANCE REPORT

As required under Regulation 34 read with Schedule V of the SEBI Listing Regulations,
the Management Discussion & Analysis Report, a Report on the Corporate Governance
together with the Compliance Certificate from the Company’s Statutory Auditors
confirming compliance(s) forms an integral part of the Corporate Governance Report.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation
22 of the SEBI Listing Regulations, a Vigil Mechanism for all stakeholders, employees
and directors of the Company has been established to report genuine concerns in a
secure and confidential manner. The Whistle Blower Policy is available on the website
of the Company having following web link,https://www.hbportfolio.com/wp-content/
uploads/2025/04/2B-Revised-Whistle-Blower-Policy-HBPL-05.04.2025.pdf

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

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered by the Company during the
Financial Year under review were on arm’s length basis and were in the ordinary
course of business. The Audit Committee has accorded its omnibus approval for
the said transactions. The details of all Related Party Transactions entered by the
Company during the Financial Year 2025-26 are disclosed in Note No. 31 of the
Financial Statements (Standalone).

During the Financial year under review, the Company has not entered into any Related
Party Transaction which could be considered material under the provisions of Section
188 of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

None of the transactions with any of the related parties were in conflict with the interest
of the Company.

Further, the Company has a Policy to regulate transactions between the Company/
Subsidiaries and its Related Parties, in compliance with the applicable provisions of
the Companies Act, 2013, the Rules made there under and Regulation 23 of the SEBI
Listing Regulations. The Policy is available on the website of the Company having
following web link,https://www.hbportfolio.com/wp-content/uploads/2026/02/RPT-
Policy 13.02.2026.pdf

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the Risk Management Policy which sets out the
framework for the management of risks faced by the Company in the conduct of its
business to ensure that all business risks are identified, managed and monitored. The
contents of Risk Management Policy have been included in Management Discussion
and Analysis Report forming part of the Annual Report.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and adopted
a Policy on prevention, prohibition and redressal of sexual harassment at workplace
and constituted an Internal Complaints Committee in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the rules framed thereunder [‘POSH Act’].

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

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

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

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

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

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

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

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

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

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

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT. 1961

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company’s internal control systems are commensurate with the nature of its
business, the size and complexity of its operations and such internal financial controls
with reference to the Financial Statements are adequate.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

The CSR Policy of the Company is available on the Website having following web link,
https://www.hbportfolio.com/wp-content/uploads/2024/11/CSR.pdf

AUDITORS AND AUDITORS’ REPORT

(i) Statutory Auditors

The Shareholders in their 27^th Annual General Meeting held on 30^th September,
2022 had appointed ‘N. C. Aggarwal & Co.’, Chartered Accountants
(FRN 003273N) (“Audit Firm”), as the Statutory Auditors of the Company for
a term of 5 (five) consecutive years i.e. from the conclusion of the 27^th Annual
General Meeting of the Company till the conclusion of the 32^nd Annual General
Meeting of the Company to be held in the year 2027.

There are no qualifications, reservation, adverse remark, observations,
comments or disclaimer given by the Auditors in their Report. The Report given
by the Statutory Auditors on the financial statements of the Company for the
Financial Year 2025-26, is part of the Annual Report and self-explanatory.

(ii) Internal Auditor

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

(iii) Secretarial Auditors

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

The Secretarial Audit Report for the Financial Year ended 31^st March, 2026
is attached herewith as “ANNEXURE - I” and forms an integral part of this
Annual Report. The Secretarial Audit is self-explanatory and does not contain
any qualification, reservation or adverse remark.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

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

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Lalit
Bhasin (DIN: 00002114), Director shall retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible, offers himself for re-appointment.
The Board of Directors recommends his re-appointment to the shareholders and
a resolution related to his re-appointment is covered in Item No. 3 of the Notice
of ensuing AGM.

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

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

KEY MANAGERIAL PERSONNEL

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

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

b) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors
confirming that they meet with the criteria of Independence as prescribed
both under Section 149(6) of the Companies Act, 2013 and under Regulation
16(1)(b) of the SEBI Listing Regulations and are in compliance with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and are not
disqualified from continuing as Independent Directors. Further, the Independent
Directors have also confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties as Independent Directors of the
Company.

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

c) Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy for selection,
appointment & remuneration including criteria for determining qualifications,
positive attributes of Directors, Key Managerial Personnel (KMP) and Senior
Management Personnel of the Company.

Brief outline / salient features of the Nomination and Remuneration Policy
are as follows:

> Nomination and Remuneration Committee has been empowered inter-alia
to carry out the following functions:

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

• Determining the appropriate size, diversity and composition of the
Board.

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

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

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

• Approving the remuneration of the Senior Management including
KMPs of the Company.

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

• To extend or continue the term of appointment of the Independent
Director, on the basis of the report of performance evaluation of
Independent Directors

> Executive Directors/ Managing Director are paid remuneration as per
applicable provisions of the Companies Act, 2013 and rules made there
under.

> Non-Executive Directors are paid sitting fees for attending each meeting of
the Board of Directors and the Committees constituted by the Board. The
sitting fee for each meeting of Board of Directors and the Committee of
Directors has been fixed by the Board of Directors within the overall ceiling
laid down under the Companies Act, 2013.

The complete Nomination and Remuneration Policy of the Company is available
on the website of the Company having following web link,https://www.hbportfolio.
com/wp-content/uploads/2025/02/Nomination-and-Remuneration-Policy.pdf

d) Board Diversity

The Company recognizes the importance and benefits of having the diverse
Board to enhance quality of its performance. It will enhance the quality of
the decisions made by the Board by utilizing the different skills, qualification,
professional experience, gender, knowledge etc. of the members of the Board,
necessary for achieving sustainable and balanced growth of the Company.

The Board of Directors on the recommendations of the Nomination and
Remuneration Committee has adopted a Policy on Diversity of Board of Directors
in terms of Regulation 19 of the SEBI Listing Regulations.

e) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions
of the SEBI Listing Regulations, the Board of Directors has carried out the annual
performance evaluation of all the directors individually (wherein the concerned
director being evaluated did not participate), Board as a whole as well as
the evaluation of the working of Committees of Board in its meeting held on
13^th February, 2026. The manner in which the evaluation has been carried out is
explained in the Corporate Governance Report.

The Independent Directors also in their meeting held on 13^th February, 2026
reviewed the performance of Non-Independent Director, the Board as a whole
and the Chairman on the basis of structured questionnaire covering various
aspects of the Board’s functioning such as adequacy of the composition of
the Board and its Committees, execution and performance of specific duties,
obligations and governance. They also assessed the quality, quantity and
timeliness of flow of information between the management of the Company and
the Board. The Independent Directors expressed Non-Independent Director is
devoting his time, energy and expertise towards the progress of the Company
and the Chairman with his rich expertise has guided the directors in their
performance towards the progress of the Company.

The Directors expressed their satisfaction with the evaluation process.

f) Remuneration of the Directors/ Key Managerial Personnel (KMP) and
Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of Directors/ KMP and Employees
of the Company as on 31^st March, 2026 is furnished hereunder:

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year and the percentage increase in
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year.

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

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

The Non-Executive Directors are paid only sitting fees for attending meeting of the Board of Directors and the Committees constituted by the Board.

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

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

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

made in the managerial remuneration of KMP: Nil

(v) It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel and other Employees.

(vi) Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2026:

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

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

¹ Resigned w.e.f. close of business hours of 01^st September, 2025.

² Appointed Company Secretary & Compliance Officer w.e.f. 11^th November, 2025.

** Remuneration received includes salary, allowances, conveyance, L.T.A., performance incentive, leave encashment and Company’s contribution to provident fund & superannuation fund.

Note: There were less than 10 (ten) employees during the Financial Year 2025-26, details of which are given hereinabove.

b) Details of the Employees, who were in receipt of remuneration aggregating Rs. 1,02,00,000/- or more per annum: Mr. Anil Goyal, Managing Director of the Company has
received the total remuneration of Rs. 1,27,12,433/- during the Financial Year 2025-26.

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

d) Details of the Employees, who were employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the
case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with
his spouse and dependent children, not less than two percent of the equity shares of the Company: None

During the Financial Year under review, the Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

As required pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 and
rules made thereunder, the Annual Return (Form MGT-7) of the Company for the
Financial Year 2025-26 shall be filed within 60 days from the ensuing AGM or within
such extended time as may be provided by the Ministry of Corporate Affairs (MCA)
through notification. The draft of the Annual Return is available on the website of the
Companyhttps://www.hbportfolio.com/investor-centre/

The Annual Return for the Financial Year 2024-25 filed with the MCA after the 30^th AGM
held in the year 2025 is available on the Company’s website athttps://www.hbportfolio.
com/wp-content/uploads/2026/02/Annual-Return-2024-25.pdf

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

During the Financial Year under review, no application was made and no proceedings
were pending under the Insolvency and Bankruptcy Code, 2016.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (3) & (5) of Section 134 of the Companies Act, 2013, it is
hereby stated that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards
have been followed along with proper explanation relating to material departures;

b) the Directors have selected such Accounting Policies and applied them
consistently and made judgments and estimates, that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of the Company
at the end of the Financial Year and of the Profit or Loss of the Company for that
period;

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

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Controls are adequate and were
operating effectively; and

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

ACKNOWLEDGMENTS

The Directors wish to thank and acknowledge the cooperation, assistance and support

extended by the employees, banks/ financial institutions, the Company’s Shareholders

and other stakeholders of the Company.

For and on behalf of the Board of
HB Portfolio Limited

Sd/-

Place: Gurugram LALIT BHASIN

Date: 29^th May, 2026 (Chairman)

DIN: 00002114

Your Directors are pleased to present the 30"'' Annual Report together with the Auditec
Financial Statoment (Standalone & Consolidated) for the Financial Year ended 31^:( March
2025.

FINANCIAL RESULTS

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

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

During the year under review, 4 (four) Board Meetings were convened and held. The
details of such meeting(s) are given in the Corporate Governance Report which forms an
integral part ot the Board s Report

(iii) Committees of the Board

The Company has several Committees which have been established in compliance with
the requirement of the relevant provisions ot applicable laws and statutes. As on 31 *
March, 2025, the Board has 3 (three) committees namely, Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee. A detailed note
on the composition of the Committees is provided in the Corporate Governance Report,
which forms an integral part of the Board''s Report.

(iv) Public Doposits

The Company has not accepted any Deposits from the Public under Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014

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

There are no sigmficanl material orders passed by the Regulators or Courts or Tribunal
during the year under review which has an impact on the Going Concern status and
Company''s operations in future.

(vi) Particulars of Loans. Guarantees or Investments

The principal business activity of the Company is to provide both financial and non¬
financial services Details ot Loans, Guarantees and Investments made by the Company
in the ordinary course of ils business are given In the notes to the Financial Statements

(vii) Conservation of Energy, Technology Absorption. Foreign Exchange Earnings and
Outgo

The particulars required under Section I34(3)(m) of the Companies Act. 2013 read with
Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy and
technology absorption are not applicable to your Company.

The total foreign exchange earnings during the year under review and previous period
is NIL and total foreign exchange out go during the year under review and the previous
period is NIL.

(viii) Change in the Nature of Business

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

(ix) Maintenance of cost records

The nature of Company''s business / activities is such that maintenance of cost records
under Section 148(1) of the Companies Act. 2013 is not applicable to fhe Company.

(x) Material Changes and commitments

No material changes and commitments have occurred between the end of the financial
year to which the financial staiements relate and date of this report, affecting the financial
position of the Company.

(xi) Reporting of frauds by the Auditors

No fraud has been noticed or reported by the Statutory Auditor''s during the course ot their
Audit.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
(0 Subsidiaries

A separate statement containing the salient features of the Financial Statement of
the Company''s Subsidiaries is being provided in Form AOC-1 along with Financial
Statements in terms of Section 129(3) ot the Companies Act. 2013 The Financial
Statements ot the Subsidiary Companies will be made available upon request by any
Member of the Company interested in obtaining the same. The Financial Statements of
the Subsidiary Companies will also be kept for inspection by any Member of the Company
at its Registered Office.

The Company has a policy for determining Material Subsidiaries in compliance with the
provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015 fhe said Policy is available on the website ot the Company having
following web link. httos://www.hbDortfollo.com/wD-content/uoloads/2024/11 /MATERIAL -
SUBSIDIARY.pdt

(ii) Joint Ventures

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

(iii) Associate Companies

In terms of Sec 2(6) of the Companies Act. 2013, Merwanjee Securities Limited is an
Associate Company A separate statement containing the salient features of the Financial
Statement of the Company''s Associate is being provided in Form AOC-1 along with
Financial Statements in terms of Section 129(3) of the Companies Act. 2013.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE

REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations. 2015. the Management Discussion & Analysis Report:
a Report on the Corporate Governance together with the Compliance Certificate from the
Company''s Statutory Auditors confirming compliance(s) forms an integral part of this report.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act. 2013 and pursuant to
the provisions of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company
has been established. The Whistle Blower Policy is available on the website of the Company
having following web link, httDs://www.hbDortfolio.com.''WD-content/uoloads/202^04/2B-
Revised-Whistle-Blower-PoHcv-HBPL-05Q4.2025.pdt

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review
were on arm''s length basis and were In the ordinary course of business. The Audit Committee
has accorded its omnibus approval for the said transactions. The details of all Related Party
Transactions entered by the Company during the Financial Year 2024-25 are disclosed in Note
No. 34 of the Financial Statements.

During the year under review, the Company has not entered into any materially significant
Related Party Transaction under Section 188 of the Companies Act. 2013 and Regulation 23 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the
disclosure of Related Party Transactions as required under Section I34(3)(h) of the Companies
Act 2013 in Form AOC-2 is not applicable. None of the Directors has any pecuniary relationships
or transactions vis-k-vls the Company.

Further, the Company has a Policy to regulate transactions between the Company and its
Related Parties, In compliance with the applicable provisions of the Companies Act, 2013, the
Rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. The Policy Is available on the website of the Company having
following web link. httosy/www.hbDortfolio.comAvo-content/uoloads.''2025/02.''^lRPT-PQLICY.Ddf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company endeavors to preserve the confidentiality of un-published price sensitive
information and to prevent misuse of such information The Company is committed to
transparency and fairness In dealing with all Stakeholders and In ensuring adherence to all laws
and regulation in force.

The Board of Directors has adopted the Code of Conduct for regulating, monitoring and reporting
of trading by insiders and other connected persons, in compliance with Regulation 9 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations. 2015 as amended from time to
time. The Code ot Conduct tays down guidelines and procedures to be followed and disclosures
to be made while dealing with the Shares of the Company, as well as the consequences of
violation. The Code of Conduct has been formulated for prevention of Insider Trading and to
maintain the highest standards of dealing in Company Securities.

Further, the Policy and procedure for inquiry in case of leak of unpublished price sensitive
information or suspected leak of unpublished price sensitive information have been framed in
line with the provisions of the Insider Trading Regulations, as amended.

PRESERVATION OF DOCUMENTS A ARCHIVAL POLICY

In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has a Policy for Preservation of Documents & Archival thereof,
classifying them in two categories as follows:

(a) documents whose preservation shall be permanent In nature;

(b) documents with preservation period of not less than eight years after completion of the
relevant transactions.

The said Policy is available on the website of the Company having following web link, https://
www.hboortfolio.convwo-content/uoloads/2Q25/02/Preservation-ot-documents.odf

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the Risk Management Policy which sets out the framework
for the management of risks faced by the Company in the conduct of its business to ensure that
all business risks are identified, managed and monitored The contents of Risk Management
Policy have been included in Management Discussion and Analysis Report forming part of this
report.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy
on prevention, prohibition and redressal of sexual harassment at workplace and constituted an
Internal Complajnts Committee in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention. Prohibition and Redressal) Act. 2013 and the rules framed thereunder
The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and
Redressal) Act. 2013.

The Internal Complaint Committee comprises of following members:

(i) ‘Mrs. Banmala Jha. Presiding Officer (Manager - HB Estate Developers Ltd.)

(ii) Mrs. Madhu Suri. Member (Working in the Delhi Legal Services Authority as a Counsellor)
(ill) Mr. Anil Goyal. Member (Managing Director)

(iv) Mr. Mohit Chauhan. Member (Company Secretary)

O Appointed w.e.f. 24th December. 2024

The Company has conducted a session for employees to make them aware about the provisions
of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal)
Act. 2013 and rules made there under and the provisions of Internal Complaint Policy of the
Company.

DISCLOSURES UNDER THE MATERNITY BENEFIT ACT 1961

Your Company Is complined with the statutory provision of the maternity benefit act 1961
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company $ internal control systems are commensurate with the nature ot its business, the
size and complexity of its operations and such internal financial controls with reference to the
Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the
Management Discussion and Analysis, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSBI

As per the provisions of Section 135(9) of the Companies Act. 2013. all the functions of the
CSR Committee are discharged by the Board of Directors of the Company as the Company''s
CSR Obligation is less than 50 Lakhs and thus requirement of constitution of Corporate Social
Responsibility Committee Is not applicable.

Further as per the provision of Section 135 of the Companies Act. 2013, every Company having
net worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 Crore or more or a Net Profit of
Rs. 5 Crore or more during the immediately preceding financial year is required to spend in
every financial year, at least 2% (two percent) of the average net profits made during the three
immediately preceding financial years, in pursuance of the CSR Policy.

The Net Profit during the immediately preceding Financial Year 2023-24 was Rs. 25.76 Crores.
Therefore, the Company was required to spend at least 2% (two percent) of the average net
profits of the Company made during the 3 (three) immediately preceding financial year, in
pursuance of the CSR Policy.

The Average Net Profit for the preceding 3 (three) financial years was Rs. 1241 Lakhs calculated
as per the provisions of Section 198 of the Companies Act. 2013. The Company was required
Jo spend 2% (two percent) of the said amount i.e. Rs. 24.82 Lakhs during the current financial
year 2024-2025

The Company spent Rs. 25.00 Lakhs during the year 2024-2025 as against the CSR obligation
ot Rs 24.82 Lakhs during the financial year 2024-2025. The excess amount of Rs. .18 Lakhs
which was spent during the financial year 2024-2025 is available for set-off against the
Company''s CSR obligations for the Immediate succeeding 3 (three) financial years in terms of
3'' Proviso to Section 135(5) of the Companies Act. 2013 read with Rule 7(3) ot the Companies
(Corporate Social Responsibility Policy) Rules. 2014.

Brief outline of the CSR Policy of the Company and the Initiatives undertaken by the Company on
CSR activities in accordance with Schedule VII of the Companies Act. 2013 during the financial
year 2024-25 is provided in " ANNEXURE - III" in the format prescribed under Companies (CSR
Policy) Amendment Hules. 2022 The complete CSR Policy as approved by the Board can be
accessed on the Company''s Website having the following web link.

https://www.hbportfolio.com/wp-content/uploads/2024/11/CSR.pdf
AUDITORS AND AUDITORS’ REPORT
(i) Statutory Auditors

The Shareholders in their 27^H Annual General Meeting held on 30th September. 2022 had
appointed ''N. C. Aggarwal & Co.'', Chartered Accountants (FRN 003273N) (“Audit Firm"),
as the Statutory Auditors ot the Company for a term of 5 (five) consecutive years i.e. from
the conclusion of the 27^! Annual General Meeting of the Company till the conclusion of
the 32^rJ Annual General Meeting of the Company to be held in the year 2027.

There are no qualifications, reservation, adverse remark, observations, comments
or disclaimer given by the Auditors in their Report The Report given by the Statutory
Auditors on the financial statements of the Company for the financial year 2024-25, is part
of the Annual Report and self-explanatory.

.

(ii) Internal Auditors

Pursuant to the provisions ot Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules. 2014. Marv & Associates LLP’, Chartered Accountants, New Delhi
have been re-appointed as the Internal Auditors of the Company for FY 2024-25 and their
Report is reviewed by the Audit Committee on quarterly basis.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules. 2014, the Board of
Directors of your company appointed Mr. A N. Kukreja. Proprietor, ‘A N Kukreja & Co.’,
Company Secretary In Practice to conduct the Secretarial Audit of the Company for the
Financial Year ended 31¹'' March. 2025

The Secretarial Audit Report for the Financial Year ended 31“ March, 2025 is attached
herewith as “ANNEXURE - I” and forms an Integral part of this Annual Report The
Secretarial Audit is self-explanatory and does not contain any qualification, reservation
or adverse remark.

Further, pursuant to the provisions of the Regulation 24A of the SEBl (Listing Obligations
& Disclosure Requirements) Regulations. 2015. the Board of Directors of your Company
appointed Mr. A N Kukreja Proprietor, ‘A N Kukreja & Co.’, Company Secretary
in Practice as Secretarial Auditors of the Company for a term of five (5) consecutive
financial years (FY) commencing from FY 2025-26 to FY 2029-30. subject to the approval
of Members in ensuing Annual General Meeting.

The appropriate resolution seeking approval of the Members of the Company for the
appointment of Mr. A.N. Kukreja. Proprietor. AN Kukreja & Co.’. Company Secretary
in Practice as Secretarial Auditors of the Company is being placed in the Notice of 30th
Annual General Meeting.

In compliance of Regulation 24A(l) ot SEBl (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Secretarial Audit Report of Taurus Asset Management
Company Limited, a material unlisted subsidiary Is enclosed as a part of this report as
“ANNEXURE-II”

DIRECTORS AND KEY MANAGERIAL PERSONNEL fKMPt

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

As per the provisions of Section 152 of the Companies Act. 2013, Mr Lalit Bhasm (DIN:
00002114), Director shall retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The Board of Directors recommends
his re-appointment to the shareholders and a resolution related to his re-appointment is
covered in Item No. 3 of the Notice of ensuing 30¹ Annual General Meeting.

The Board of Directors, on the recommendation of Nomination and Remuneration
Committee, in Its meeting held on 26¹ May. 2025 considered and recommended to the
shareholders for the appointment of Mrs. Asha Mehra (DIN: 02658967) as a director in
the capacity of Non-Executive Independent Director of the Company for a period of five
consecutive years. The resolution seeking her appointment is covered in Item No. 5 of the
Notice of the ensuing SO¹ Annual General Meeting.

Mr Raj Kumar Bhargava (DIN 00016949) has retired as an Independent Director
of the Company on 15th September. 2024 upon completion of his second term of five
consecutive years as an Independent Director.

Brief resume of the Directors who are proposed to be appomted/re-appointed is furnished
in the explanatory statement to the notice of the ensuing 30" Annual General Meeting.

b) Declaration from Independent Directors

The Company has received declarations from all the Independent Director(s) confirming
that they meet with the criteria of Independence as prescribed both under Section 149(6)
of the Companies Act. 2013 and under Regulation 16(1 )(b). 25 of the SEBl (Listing
Obligations and Disclosure Requirements) Regulations. 2015.

c) Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy for selection, appointment
& remuneration including criteria for determining qualifications, positive attributes of
Directors. Key Managerial Personnel (KMP) and Senior Management employees of the
Company.

Brief outline / salient features ot the Nomination and Remuneration Policy are as
follows:

> Nomination and Remuneration Committee has been empowered inter-alla to carry
out the following functions:

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

• Determining the appropriate size, diversity and composition of the Board.

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

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

• Approving the remuneration of the Senior Management including KMPs of
the Company.

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

• To extend or continue the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of Independent
Directors

> Executive Directors / Managing Director are paid remuneration as per applicable
provisions of the Companies Act. 2013 and rules made there under

^ Non-Executive Directors are paid sitting fees for attending each meeting of the
Board of Directors and the Committees constituted by the Board. The sitting fee for
each meeting of Board of Directors and the Committee of Directors has been fixed
by the Board of Directors within the overall ceiling laid down under the Companies
Act, 2013.

The complete Nomination and Remuneration Policy of the Company is available
on the website of the Company having following web link, https://www.hbporttolio.
com/wD-content/uplQads/2025/02/Nomination-and-Remuneratiqn-PQlicy pdf

d) Board Diversity

The Company recognizes the importance and benefits of having the diverse Board to
enhance quality of its performance It will enhance the quality of the decisions made by
the Board by utilizing the different skills, qualification, professional experience, gender,
knowledge etc. of the members of the Board, necessary for achieving sustainable and
balanced growth of the Company.

The Board of Directors on the recommendations of the Nomination and Remuneration
Committee has adopted a Policy on Diversity of Board of Directors in terms of Regulation
19 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) Board Evaluation

Pursuant to the provisions of the Companies Act. 2013 and applicable provisions of the
SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015. the Board
of Directors has carried out an Annual performance evaluation of its own performance
and of all the Directors individually as well as the evaluation of the working of Audit.
Nomination & Remuneration and other Compliance Committees in iis meeting held on
14ⁿ February, 2025. The manner in which the evaluation has been carried out is explained
in the Corporate Governance Report.

The Independent Directors also in their meeting held on 141h February. 2025 reviewed the
performance of Nor>-lndependent Directors, the Board as a whole and the Chairman on
the basis of structured questionnaire covering various aspects of the Board''s functioning
such as adequacy of the composition of the Board and its Committees, execution and
performance of specific duties, obligations and governance. They also assessed the
qualify, quantity and timeliness ot flow of Information between the Management of the
Company and the Board. The Independent Directors expressed Non-Independent
Directors are devoting their time, energy and expertise towards the progress of the
Company and the Chairman with his rich expertise has guided the directors in their
performance towards the progress of the Company.

f) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars of
Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration ot Managerial Personnel)
Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of
Ihe Company as on 31March. 2025 is furnished hereunder:

(I) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year; and the percentage increase
in remuneration of each Director, Chief Financial Officer, Chief Executive Officer.
Company Secretary or Manager, if any, in the financial year

The Non-Executive Directors are paid only sitting fees for attending meeting of the Board
of Directors and the Committees constituted by the Board.

(ii) The Increase In the median remuneration In current financial year as compared to previous financial year is 21 34%.

(Hi) There are 7(Seven) permanent employees on the rolls of the Company as on 31⁼ March. 2025.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel In the last financial year is 11.71% as compared to 22.42% percentile increase
made in the managerial remuneration of KMP.

(v) It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors. Key Managerial Personnel and other Employees.

(vl) Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 for the year ended 31⁵¹ March, 2025;

at rtetailo nl Inn tan amnlmiaa in farms nl ramnnaralinn rlrauin ae an ''ll®'' Marnh OHO £ •

Note; i here were less than 1U (ten) employees, details of which are given hereinabove.

b) Details of the Employees, who were In receipt of remuneration aggregating Rs 1.02.00.000/- or more per annum; Mr. Anil Goyal. Managing Director of the Company had received the
total remuneration of Rs. 1.26.37.100 during the financial year 2024-25.

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

d) Details of the Employees, who were employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be.
at a rate which. In the aggregate. Is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less lhan two percent of the equity shares of the Company: None

SECRETARIAL STANDARDS

During the year under review, the Company has complied with ail applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

The Annual Return (Form MGT-7) is available on the website of the Company having following web link.
https://www.hbDortfolio.com/WD-conl8nl/uoloads/2025/02/2Q23-2024.Ddf

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

There was no pending proceeding or application has been made under the Insolvency and Bankruptcy Code. 2016.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (3) & (5) of Section 134 of the Companies Act. 2013, it is hereby stated that^-

a) in the preparation ot the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures:

b) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of
the Stale of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company tor that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act tor safeguarding the assets ot the

Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down Interna) Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

ACKNOWLEDGMENTS.

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks. Company''s Shareholders and Employees.

For and on behalf of the Board of
HB Portfolio Limited

Sd/-

Place: Gurugram LALIT BHASIN

Date 26^th May. 2025 (Chairman)

1

To recommend all remuneration. In whatever form, payable to senior
management

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES (i) Subsidiaries

A separate statement containing the salient features of the Financial Statement of the Company''s Subsidiaries is being provided in Form AOC-1 along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013. The Financial Statements of the Subsidiary Companies will be made available upon request by any Member of the Company interested in obtaining the same. The Financial Statements of the Subsidiary Companies will also be kept for inspection by any Member of the Company at its Registered Office.

Further after the closing of financial year, the Board of Directors of the Company in its meeting held on 24th May, 2024, in order to diversify its investments, approved the acquisition of 60000 Equity Shares (100% Equity Share Capital) of Infinix9 Hotels & Resorts Private Limited at a price of Rs. 10/- per Equity Share aggregating to Rs. 6,00,000/- (Rupees Six Lakhs). Therefore, making it Company''s Wholly Owned Subsidiary.

Infinix9 Hotels & Resorts Private Limited has 95% ownership stake in Infinix9 Hospitality LLP. By virtue of Infinix9 Hotels & Resorts Private Limited becoming Company''s Wholly Owned Subsidiary, the Company will also have 95% controlling stake in Infinix9 Hospitality LLP.

The Company has a policy for determining Material Subsidiaries in compliance with the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy is available on the website of the Company having following web link, http://www.hbportfoNo.com/PdfFHes/PDMS.pdf

(ii) Joint Ventures

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

(iii) Associate Companies

In terms of Sec 2(6) of the Companies Act, 2013, Merwanjee Securities Limited is an Associate Company. A separate statement containing the salient features of the Financial Statement of the Company''s Associate is being provided in Form AOC-1 along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report; a Report on the Corporate Governance together with the Compliance Certificate from the Company''s Statutory Auditors confirming compliance(s) forms an integral part of this report. WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and pursuant to the provisions of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy is available on the website of the Company having following web link, http://www.hbportfolio.com/PdfFiles/WBP.pdf

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review were on arm''s length basis and were in the ordinary course of business. The Audit Committee has accorded its omnibus approval for the said transactions. The details of all Related Party Transactions entered by the Company during the Financial Year 2023-24 are disclosed in Note No. 34 of the Financial Statements.

During the year under review, the Company has not entered into any materially significant Related Party Transaction under Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. None of the Directors has any pecuniary relationships or transactions vis-^-vis the Company.

The Company has a Policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the website of the Company having following web link, http://www.hbportfolio.com/PdfFiles/RPT.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all Stakeholders and in ensuring adherence to all laws and regulation in force.

The Board of Directors has adopted the Code of Conduct for regulating, monitoring and reporting of trading by insiders and other connected persons, in compliance with Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The Code of Conduct lays down guidelines and procedures to be followed and disclosures to be made while dealing with the Shares of the Company, as well as the consequences of violation. The Code of Conduct has been formulated for prevention of Insider Trading and to maintain the highest standards of dealing in Company Securities.

Further, the Policy and procedure for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information have been framed in line with the provisions of the Insider Trading Regulations, as amended.

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Policy for Preservation of Documents & Archival thereof, classifying them in two categories as follows:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant transactions.

The said Policy is available on the website of the Company having following web link, http://www.hbportfolio.com/PdfFiles/PDAPpdf

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored. The contents of Risk Management

Policy have been included in Management Discussion and Analysis Report forming part of this report.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaint Committee comprises of following members:

(i) ¹Mrs. Radhika Khurana, Presiding Officer (Company Secretary - HB Estate Developers Ltd.)

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

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

(iv) Mr. Mohit Chauhan, Member (Company Secretary)

(¹) Appointed w.e.f. 21st December, 2023

The Company has conducted a session for employees to make them aware about the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under and the provisions of Internal Complaint Policy of the Company.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided in the Corporate Governance Report which forms an integral part of the Board''s Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135(9) of the Companies Act, 2013, all the functions of the CSR Committee are discharged by the Board of Directors of the Company as the Company''s CSR Obligation is less than 50 Lakhs and thus requirement of constitution of Corporate Social Responsibility Committee is not applicable.

Further as per the provision of Section 135 of the Companies Act, 2013, every Company having net worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 Crore or more or a Net Profit of Rs. 5 Crore or more during the immediately preceding financial year is required to spend in every financial year, at least 2% (two percent) of the average net profits made during the three immediately preceding financial years, in pursuance of the CSR Policy.

The Net Profit during the immediately preceding Financial Year 2022-23 was Rs. 299.21 Lakhs, therefore the Company was not required to spend any amount towards Corporate Social Responsibility (“CSR”) during the year as per provisions of section 135 of the Companies Act, 2013 read with FAQs issued by MCA.

AUDITORS AND AUDITORS’ REPORT

(i) Statutory Auditors

The Shareholders in their 27^th Annual General Meeting held on 30th September, 2022 had appointed ''N. C. Aggarwal & Co.'', Chartered Accountants (FRN 003273N) (“Audit Firm”), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years i.e. from the conclusion of the 27^th Annual General Meeting of the Company till the conclusion of the 32^nd Annual General Meeting of the Company to be held in the year 2027.

There are no qualifications, reservation, adverse remark, observations, comments or disclaimer given by the Auditors in their Report. The Report given by the Statutory Auditors on the financial statements of the Company for the financial year 2023-24, is part of the Annual Report and self-explanatory.

(ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, ''Marv & Associates LLP'', Chartered Accountants, New Delhi have been re-appointed as the Internal Auditors of the Company for FY 2023-24 and their Report is reviewed by the Audit Committee on quarterly basis.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. A.N. Kukreja, Proprietor, ''A.N Kukreja & Co.'', Company Secretary in Practice have been re-appointed to undertake the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report is enclosed as a part of this report as “ANNEXURE - I”.

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

In compliance of Regulation 24A(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit Report of Taurus Asset Management Company Limited, a material unlisted subsidiary is enclosed as a part of this report as “ANNEXURE - II”.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Lalit Bhasin (DIN: 00002114), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment to the shareholders and a resolution related to his re-appointment is covered in Item No. 3 of the Notice of ensuing 29th Annual General Meeting.

Mr. Gurjot Singh Narang (DIN: 08872816) has been appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from 24th May, 2024 who holds office up to the date of the ensuing Annual General Meeting. The Company has received a declaration to the effect that he is not disqualified under section Section 164(1) or 164(2) of the Companies Act, 2013 and is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority. In the opinion of the Board, Mr. Gurjot Singh Narang fulfils the conditions specified in the Act and the criteria of Independent Director in terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and he is independent of the management. The Board of Directors on the recommendation of the Nomination and Remuneration Committee, recommends to the Shareholders, appointment of Mr. Gurjot Singh Narang as NonExecutive Independent Director of the Company for a term of 5 (Five) consecutive years w.e.f 24th May, 2024 based on his knowledge, background and extensive experience in the field of secretarial, economics, framing policies and procedures. The appointment of Mr. Narang will be an invaluable input to the Company''s strategic direction and decision making. A special resolution related to his appointment is covered in item no. 4 of the Notice of ensuing 29th Annual General Meeting.

Mr. Harbans Lal (DIN: 00076405) was appointed as a Non-Executive Independent Director of the Company for a term of 5 (Five) consecutive years commencing from 17th September, 2019 to 16th September, 2024 by the members in their 24th Annual General Meeting held in the year 2019. Accordingly, his first term of 5 (Five) years as a NonExecutive Independent Director of the Company is due to expire on 16th September, 2024. Upon completion of his first term, he is eligible for re-appointment as Independent Director on the Board of the Company for a second term subject to the approval of Members by a Special Resolution. The Company has received a declaration to the effect that he is not disqualified under section 164 (1) or Section 164 (2) of the Companies Act, 2013 and is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority. In the Opinion of the Board, Mr. Harbans Lal fulfills the conditions specified in the Act and the criteria of Independent Director in terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR Regulations, 2015 and he is independent of the management. The Board of Directors on the recommendation of Nomination and Remuneration Committee recommends to the shareholders, re-appointment of Mr. Harbans Lal as a Non-Executive Independent Director of the Company for a second term of 5 (Five) consecutive years w.e.f. 17th September, 2024 based on his knowledge, background, and extensive experience in the field of banking sector. The appointment of Mr. Harbans Lal will be an invaluable input to the Company''s strategic direction and decision making. A Special Resolution related to his appointment is covered in Item No. 5 of the Notice of ensuing 29th Annual General Meeting.

Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing 29th Annual General Meeting.

b) Declaration from Independent Directors

The Company has received declarations from all the Independent Director(s) confirming that they meet with the criteria of Independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b), 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c) Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy for selection, appointment & remuneration including criteria for determining qualifications, positive attributes of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company.

Brief outline / salient features of the Nomination and Remuneration Policy are as follows:

> Nomination and Remuneration Committee has been empowered inter-alia to carry out the following functions:

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

• Determining the appropriate size, diversity and composition of the Board.

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

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

• Considering and determining the remuneration based upon the performance to attract retain and motivate members of the Board. ¹

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

• To extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors

> Executive Directors / Managing Director are paid remuneration as per applicable provisions of the Companies Act, 2013 and rules made there under.

> Non-Executive Directors are paid sitting fees for attending each meeting of the Board of Directors and the Committees constituted by the Board. The sitting fee for each meeting of Board of Directors and the Committee of Directors has been fixed by the Board of Directors within the overall ceiling laid down under the Companies Act, 2013.

The complete Nomination and Remuneration Policy of the Company is available on the website of the Company having following web link, http://www.hbportfolio.com/PdfFiles/NRC.pdf

d) Board Diversity

The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its performance. It will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced growth of the Company.

The Board of Directors on the recommendations of the Nomination and Remuneration Committee has adopted a Policy on Diversity of Board of Directors in terms of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an Annual performance evaluation of its own performance and of all the Directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration and other Compliance Committees in its meeting held on 14th February, 2024. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors also in their meeting held on 14th February, 2024 reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairman on the basis of structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance. They also assessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board. The Independent Directors expressed Non-Independent Directors are devoting their time, energy and expertise towards the progress of the Company and the Chairman with his rich expertise has guided the directors in their performance towards the progress of the Company.

f) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company as on 31st March, 2024 is furnished hereunder:

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

(ii) The increase in the median remuneration in current financial year as compared to previous financial year is 20.64%.

(iii) There are 7(Seven) permanent employees on the rolls of the Company as on 31^st March, 2024.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year is 8.66% as compared to 21.21% percentile increase made in the managerial remuneration of KMP.

(v) It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel and other Employees.

(vi) Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2024:

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

(¹) Resigned w.e.f. 01^st November, 2023 (**) Appointed w.e.f. 07^th June, 2023

Note: There were less than 10 (ten) employees, details of which are given hereinabove.

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

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

d) Details of the Employees, who were employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be,

at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent

children, not less than two percent of the equity shares of the Company: None

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

The Annual Return (Form MGT-7) is available on the website of the Company having following web link, https://www.hbportfolio.com/Investor%20Information/Annual%20Returns/indexx.html

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

There was no pending proceeding or application has been made under the Insolvency and Bankruptcy Code, 2016.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (3) & (5) of Section 134 of the Companies Act, 2013, it is hereby stated that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of

the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Company''s Shareholders and Employees.

1

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

Dear Members,

The Directors are pleased to present the 20th Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

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

(Rs. in Lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

Total Turnover 281.11 815.26 Gross Profit/(Loss) 146.22 687.18

Less :

(a) Depreciation 3.84 3.57

(b) Finance Cost 27.14 21.66

(c) Provision for Income Tax 34.67 149.32

Net Profit /(Loss) 80.57 512.63

Appropriations

Statutory Reserve Fund 16.11 102.52

General Reserve NIL 40.00

Proposed Dividend 59.96 179.88

Tax on Dividend 12.27 30.57

Balance Brought Forward 1101.38 941.74

Accumulated Profits 1093.61 1101.38

DIVIDEND

In view of the decrease in profitability of the Company, your directors are please to recommend dividend @ Rs 0.50 per equity share (5%) after providing for depreciation for the year under review. Payment of dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

PERFORMANCE REVIEW & OUTLOOK

During the year, the BSE sensitive Index was at 22455 at the start of the financial year and ended at 27957 on 31st March, 2015. The year was marked by high volatility in the stock market. As a result, the Divestment / Investment activity of the Company was curtailed during the year and the Company posted a Gross profit of Rs. 146.22 Lacs as compared to Rs. 687.18 Lacs in the previous year. Net profit after tax for the year under review was Rs. 80.57 Lacs as compared to Rs. 512.63 Lacs in the previous year.

In the financial year 2014-2015, Indian economic growth rose to 5.2% from 4.7% last year as a result of the improving macro-economic situation. Falling oil prices, lower food and commodity prices and the proactive measures taken by the Government helped in containing inflation in 2014.

The low economic growth appears to have bottomed out and a gradual increase in economic activity is expected in 2015. The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms. For the year 2015, the economy is expected to grow at a higher rate than in 2014. The long term prospect for the economy is optimistic.

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

NBFC REGISTRATION WITH RESERVE BANK

The Company submitted the fresh application along with required documents / information on 19th March, 2014. The information / clarifications sought thereafter by RBI have also been submitted by the Company.

The Managing Director met GM-DNBS (RBI) on 02nd September, 2014 in connection with the pending application of registration and was informed that the application is under consideration for registration and shall be disposed off as per the directive of RBI Central office, Mumbai. RBI has also issued letter dated 03rd September, 2014 informing that the Company's application is under consideration. There has been no further communication by RBI till date. The Company Secretary has been rigorously following up the matter with the RBI.

RBI vide its Notification Dated 27th March, 2015 has issued "Non-Systematically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 which came into force with immediate effect. With this revision in the threshold for systemic significance, the Company would be categorized as a Non- Systematically Important NBFC on being grated the Certificate of Registration.

STATUTORY STATEMENTS

(i) Share Capital

The Paid up Equity Share Capital as on 31st March, 2015 stood at Rs. 11,99,23,290 comprising of 1,19,92,329 Equity Shares of Rs. 10/- each. During the year under review, the Company has neither issued any Shares with differential voting rights nor granted stock options nor sweat equity.

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

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

During the year under review, four Board Meetings were convened and held. The details of such meeting(s) are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

(iii) Public Deposits

The Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

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

There are no significant material orders passed by the Regulators or Courts or Tribunal during the year under review which has an impact on the Going Concern status and Company's operations in future.

(v) Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

(vi) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rules 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy and technology absorption are not applicable to your Company.

The total foreign exchange earnings during the year under review and previous period is NIL and total foreign exchange out go during the year under review and the previous period is NIL.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai. The listing fee for the year under review has been paid to BSE.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (3)(c) & (5) of Section 134 of the Companies Act, 2013, it is hereby stated that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d) the Directors had prepared the annual accounts on a going concern basis;

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

(i) Subsidiaries

HB Corporate Services Limited and HB Securities Limited are the Wholly Owned Subsidiaries of the Company. A separate statement containing the salient features of the Financial Statement of the Company's Subsidiaries is being provided in Form AOC-1 along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013. The Financial Statements of the Subsidiary Companies will be made available upon request by any member of the Company interested in obtaining the same. The Financial Statements of the Subsidiary Companies will also be kept for inspection by any member of the Company at its registered office. No Company has become or ceased to be Company's Subsidiary during the year under review.

The Board of Directors has approved a Policy for Determining Material Subsidiaries in compliance with the provisions of Clause 49 of the Listing Agreement. The said policy has been uploaded on the website of the Company viz. www.hbportfolio.com having following web link, www.hbportfolio.com/lnvestor Information/Corporate Governance.

(ii) Joint Ventures

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

(iii) Associate Companies

In terms of Sec 2(6) of the Companies Act, 2013, Taurus Asset Management Co. Limited, Taurus Investment Trust Co. Limited, HB Insurance Advisors Limited and Merwanjee Securities Limited are the Associate Companies. During the year under review, M/s. Pisces Portfolios Private Limited, one of the Associate Company has got merged with HB Estate Developers Limited and the Company has been allotted fully paid up Equity Shares in consideration of the same. The merged entity does not qualify to be an Associate Company. A separate statement containing the salient features of the Financial Statement of the Company's Associates is being provided in Form AOC-1 along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013. Except that there has been no change in the status of Associate Companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a report on the Corporate Governance together with the Certificate from the Company's Statutory Auditor's confirming compliance(s) forms an integral part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of Section 135 of the Companies Act, 2013. The composition of the CSR Committee has been mentioned in the Corporate Governance Report forming part of this report. The Board of Directors, on the recommendation of the CSR Committee, has approved the Corporate Social Responsibility Policy (CSR Policy) of the Company and disclosed its contents in "ANNEXURE - I" forming part of this report. The CSR Policy has also been uploaded on the website of the Company viz. www.hbportfolio.com having following web link, www.hbportfolio.com/lnvestor Information/CSR.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and pursuant to the provisions of Clause 49 of the Listing Agreement, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy duly approved by the Board of Directors has been uploaded on the website of the Company viz. www.hbportfolio.com having following web link, www.hbportfolio.com/lnvestor lnformation/ Corporate Governance.

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review were on arm's length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The Board of Directors, on the recommendation of the Audit Committee, has approved a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and Clause 49 of the Listing Agreement. The Policy on Related Party Transactions has been uploaded on the website of the Company viz. www.hbportfolio.com having following web link, www.hbportfolio.com/lnvestor lnformation/Corporate Governance.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored. The contents of Risk Management Policy have been included in Management Discussion and Analysis forming part of this report.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal controls. The information about Internal Controls is set out in the Management Discussion and Analysis forming part of this report.

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Company's policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-2015, the Company has not received any complaints on sexual harassment.

AUDITORS

(i) Statutory Auditors

M/s. P. Bholusaria & Co., Chartered Accountants, New Delhi (Firm Registration No.: 000468N), the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment. Observations of the Statutory Auditors are explained, wherever necessary, by way of notes to accounts.

(ii) Internal Auditors

M/s. M.K. Choudhary & Co., Chartered Accountants, New Delhi performs the duties of the Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. A.N. Kukreja, Proprietor, M/s. A.N Kukreja & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as a part of this report as "ANNEXURE - II" .

The Secretarial Auditors have made following observations in their Secretarial Audit Report:

(a) The Company does not have a Chief Financial Officer (CFO), as required under Section 203 of the Companies Act, 2013.

Director's Comment: The management is searching for suitable candidate for the post of Chief Financial Officer (CFO) of the Company in order to comply with the provisions of Section 203 of the Companies Act, 2013.

(b) The Company could not spend the eligible profit on Corporate Social Responsibility (CSR) measures. However, the Company has constituted the CSR Committee as per applicable provisions of the Act.

Director's Comment: The Company has earmarked the expenditure for CSR activities for the financial year 2014-2015 as recommended by the CSR Committee and approved by the Board of Directors of the Company. The Company wanted to spend the amount on its own by undertaking the projects, programs or activities as specified in Schedule VII of the Companies Act, 2013. However the Company could not undertake the activities due to shortage of time in implementing the same. The Company will contribute the amount earmarked for the year 2014-2015 during the financial year, 2015-2016. Accordingly, the Annual Report on the CSR activities has not been included in this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Anil Goyal, Managing Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Mrs. Anita Jain as an Additional Director (Independent Non- Executive) in terms of Sec 161(1) of the Companies Act, 2013 w.e.f. 31st March, 2015 who holds office up to the date of this Annual General Meeting and being eligible offer herself for re-appointment as Director. Mrs. Anita Jain fulfills the criteria of Independent Director as specified in Sec 149(6) of the Companies Act, 2013 and the Rules made there under. The Company has received requisite notice in writing from a member proposing her appointment as an Independent Director. Your Directors state that Mrs. Anita Jain possesses appropriate balance of skills, expertise and knowledge and is qualified for appointment as an Independent Director. The Board of Directors recommends appointment of Mrs. Anita Jain as an Independent Director (Non-Executive) of the Company for a term of five years from the date of this Annual General Meeting and she shall not be liable to retire by rotation.

The Company has also received declarations from all the Independent Director(s) confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

Mr. Dinesh Kapoor has been appointed as the Company Secretary w.e.f 16th April, 2014 being the Key Managerial Personnel in place of Mrs. Nishu Tomar, Company Secretary who has resigned w.e.f 15th April, 2014.

(b) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual performance evaluation of its own performance and of all the Directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration and other Compliance Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

(c) Nomination and Remuneration Policy

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The said policy is enclosed as a part of this report as "ANNEXURE - III".

(d) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars of Employees

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable, as there are no such employee who were drawing / in receipt of remuneration of prescribed amount during the period under review.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company is furnished hereunder:

(i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year &

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. Sr. Name Category Ratio/Times % Increase No per Median in of employee remuneration remuneration

1. Mr. Anil Goyal Managing Director 7.16 NIL (Executive)

2. Mr. Lalit Bhasin Director NIL NIL (Non-Executive)

3. Mr. Jagmohan Director NIL NIL Lal Suri (Non-Executive)

4. Mr. Raj Kumar Director NIL NIL Bhargava (Non-Executive)

5. Mr. Ramesh Director NIL NIL Chandra Sharma (Non-Executive)

6. Mr. Bhuneshwar Director NIL NIL Lal Chadha (Non-Executive)

7. Mrs. Anita Jain Director NIL NIL (Non-Executive)

8. Mr. Dinesh Kapoor Company Secretary NIL (w.e.f 16.04.2014)

9. Mrs. Nishu Tomar Company Secretary NIL (Up to 15.04.2014)

The Non-Executive Directors are paid only sitting fees for attending meeting of the Board of Directors and the Committees constituted by the Board.

(iii) the number of permanent employees on the rolls of Company.

Four

(iv) the explanation on the relationship between average increase in remuneration and Company performance.

Not Applicable

(v) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

Particulars (Rs. Lacs)

Remuneration of Key Managerial Personnel (KMP) (aggregated) 63.51

Total Revenue 281.11

Remuneration (as % of revenue) 22.59%

Profit Before Tax (PBT) 115.25

Remuneration (as % of PBT) 55.11%

(vi) variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year.

Particulars As at As at Variation 31st March, 31st March, 2015 2014

Closing rate of Share (BSE) (Rs.) 20.50 18.00 13.89%

EPS (Consolidated) (Rs.) (3.69) 1.01 (265.35%)

Market Capitalization (Rs./Lacs) 2458.43 2158.62 13.89%

Price Earning ratio 5.56 17.82 (68.80)%

(vii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Nil

(viii) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.

(Rs. Lacs)

Particulars Managing Company Director Secretary*

Remuneration 51.22 12.29

Revenue 281.11 281.11

Remuneration (as % of revenue) 18.22% 4.37%

Profit Before Tax (PBT) 115.25 115.25

Remuneration (as % of PBT) 44.44% 10.67%

* Aggregate remuneration of Ms. Nishu Tomar, Company Secretary (Up to 15.04.2014) and Mr. Dinesh Kapoor, Company Secretary (w.e.f 16.04.2014).

(ix) the key parameters for any variable component of remuneration availed by the directors.

Nil

(x) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

None

(xi) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 in Form MGT-9 is enclosed as a part of this report as "ANNEXURE - IV".

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Company's Shareholders and Employees.

FOR AND ON BEHALF OF THE BOARD

Sd/- LALIT BHASIN Place: Gurgaon (Chairman) Date : 28th May, 2015 DIN: 00002114

To the Members,

The Directors are pleased to present the 18th Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

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

(Rs. in Lakhs) Year Ended Year Ended

PARTICULARS 31.03.2013 31.03.2012

Total Turnover 809.20 484.76

Gross Profit/(Loss) 693.72 372.62

Less :

(a) Depreciation 2.27 3.03

(b) Finance Cost 0.00 0.00

(c) Provision for Income Tax 150.32 72.44

Net Profit /(Loss) 541.13 297.15

Appropriations

Statutory Reserve Fund 108.23 59.44

General Reserve 40.00 20.00

Proposed Dividend 179.88 179.88

Tax on Dividend 30.57 29.18

Balance Brought Forward 759.29 750.64

Accumulated Profits 941.74 759.29

DIVIDEND

In view of the Company having distributable profits after providing for depreciation, your directors are please to recommend dividend @ Rs 1.50 per equity share (15%) for the year under review.

PERFORMANCE REVIEW & OUTLOOK

The year was marked by high volatility in the stock market. The BSE sensitive Index which was 17,430 at the start of the financial year 2012-13 made a recovery to reach at 20,203 in January 2013 and finally declined at the year end to close at 18,835 on 31st March, 2013. While the year started on a poor note, there were frequent bouts of recovery & volatility and an upward trend was seen from June 2012 till January 2013. Even though the health of the domestic industry remained fragile during the year, an inflow of USD 22 billion into the Indian equities by overseas investors supported the market. However volatile prices of index stocks have caused a fear in the domestic investors and they were by and large sellers in every rally. Amidst global slowdown and uncertainty, the economic activity in India remained subdued on account of halted investment demand, declining exports and weakening business and consumer confidence. The loss of growth momentum continued throughout the year 2012- 13. The Gross Domestic Product (GDP) during 2012-13 slowed down from 5.5% in the first quarter to 4.8% in the fourth quarter. The Inflation measured by the Wholesale Price Index which remained sticky at above 7.5% through first half of 2012-13, fell to 5.96% in March, 2013. The softening of global commodity prices and lowering of prices moderated non-food inflation. However, the food inflation moved into double digits.

During the year the Company posted a Gross profit of Rs. 693.72 lakhs as compared to Rs. 372.62 Lakhs in the previous year. Net profit after tax for the year under review was Rs. 541.13 lakhs as compared to Rs. 297.15 lakhs in the previous year.

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

STATUTORY STATEMENTS

Your Company has not accepted any deposits from the public during the year under review. The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your company. The total foreign exchange earnings during the year under review and previous period is NIL and total foreign exchange out go during the year under review and the previous period is NIL.

The provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not applicable, as there is no such employee who were drawing/ in receipt of remuneration of prescribed amount during the period under review.

Pursuant to Section 217(2AA) it is hereby stated that in the preparation of the Annual Accounts, the applicable accounting standards have been followed. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Further, the Directors have prepared the annual accounts on a going concern basis.

SUBSIDIARIES OF THE COMPANY

In terms of the General Circular No. 2/2011 dated 8th February, 2011 of Ministry of Company Affairs under section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, profit and Loss Account, Report of Directors and Auditors of the subsidiaries namely HB Securities Ltd. and HB Corporate Services Ltd. have not been attached with the Balance Sheet of the Company. However the financial data of the subsidiaries have been furnished under "Summary of Financial Information of Subsidiary Companies" and forms part of this Annual Report. The annual accounts of the subsidiary companies will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member of the company at its registered office.

CORPORATE GOVERNANCE

The report of Corporate Governance for the year under review is annexed hereto and forms a part of the Director''s Report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s equity shares are listed at Bombay Stock Exchange Ltd, Mumbai. The listing fee for the year under review has been paid to BSE.

AUDITORS REPORT

Observations of the Auditors are explained, wherever necessary, by notes to accounts.

AUDITORS

The Auditors, M/s P. Bholusaria & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Mr. R.K. Bhargava and Mr. J.M.L Suri Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Company''s Shareholders and Employees.



FOR AND ON BEHALF OF THE BOARD

Place: Gurgaon LALIT BHASIN

Date :25.05.2013 CHAIRMAN

The Directors are pleased to present the 17th Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

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

(Rs. in Lakhs)

Year Ended Year Ended PARTICULARS 31.03.2012 31.03.2011

Total Turnover 484.76 654.22

Gross Profit/(Loss) 372.62 548.06

Less :

(a) Depreciation 3.03 3.03

(b) Finance Cost 0.00 0.06

(c) Provision for Income Tax 72.44 97.86

Net Profit /(Loss) 297.15 447.11

Appropriations

Statutory Reserve Fund 59.44 89.42

General Reserve 20.00 200.00

Proposed Dividend 179.88 179.88

Tax on Dividend 29.18 29.18

Balance Brought Forward 750.64 802.02

Accumulated Profits 759.29 750.64

DIVIDEND

In view of the Company having distributable profits after providing for depreciation, your directors are please to recommend dividend @ Rs 1.50 per equity share (15%) for the year under review.

PERFORMANCE REVIEW & OUTLOOK

During the year, the BSE Sensitive Index which was 19420 at the start of the financial year, after making a low of 15,454 in December 2011, ended at 17,404 on 30th March, 2012. The stock market remained in low gear in 2011. As a result, the Divestment/ Investment activity of the company was curtailed during the year and the Company posted a Gross profit of 372.62 lakhs as compared to Rs. 548.06 Lakhs in the previous year. Net profit after tax for the year under review was 297.15 lakhs as compared to Rs. 447.11 Lakhs in the previous year. Inflation, high interest rates, weak rupee, foreign fund outflows, high commodity prices, euro zone debt crises and so on, weighted on the stock market. Indian Stock Market showed a worst performance after 2008 when U.S financial crises stuck. Inflation clearly remained the biggest and most engraved concern for India this year. Soaring prices of food and essential commodities compelled the Reserve Bank of India to raise interest rates several times during the year. The rupee continued to fall on sustained foreign capital outflows. The weakening rupee added to the inflationary pressure which is a severe setback for corporate India as it would mean higher interest rate outflow and repayment liability on its foreign currency debt.

Internationally, the euro zone debt crises remained the biggest business story of 2011. The crises deepened as the trouble that started with Greece spread to Italy, Portugal, and Spain and speculation mounted about the collapse of the euro zone. India cannot stay immune to the deteriorating situation in the euro zone.

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

NBFC REGISTRATION WITH RESERVE BANK OF INDIA

The Company's application dated 16th August, 2011 has been returned by RBI and the Company has been advised by the Reserve Bank of india vide its letter dated March 20, 2012 to file fresh application for registration as NBFC.

STATUTORY STATEMENTS

Your Company has not accepted any deposits from the public during the year under review. The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your company. The total foreign exchange earnings during the year under review and previous period is NIL and total foreign exchange out go during the year under review and the previous period is NIL.

The provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not applicable, as there is no such employee who were drawing/ in receipt of remuneration of prescribed amount during the period under review.

Pursuant to Section 217(2AA) it is hereby stated that in the preparation of the Annual Accounts, the applicable accounting standards have been followed. The Director's have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period. The Director's 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. Further, the Director's have prepared the annual accounts on a going concern basis.

SUBSIDIARIES OF THE COMPANY

In terms of the General Circular No. 2/2011 dated 8th February, 2011 of Ministry of Company Affairs under section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, statement of profit and Loss Account, Report of Directors and Auditors of the subsidiaries namely HB Securities Ltd. and HB Corporate Services Ltd. have not been attached with the Balance Sheet of the Company. However the financial data of the subsidiaries have been furnished under "Summary of Financial Information of Subsidiary Companies" and forms part of this Annual Report. The annual accounts of the subsidiary companies will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member of the company at its registered office.

CORPORATE GOVERNANCE

The report of Corporate Governance for the year under review is annexed hereto and forms a part of the Director's Report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's equity shares are listed at Bombay Stock Exchange Ltd, Mumbai. The listing fee for the year under review has been paid to BSE.

AUDITORS REPORT

Observations of the Auditors are explained, wherever necessary by notes to accounts.

AUDITORS

The Auditors, M/s P Bholusaria & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

During the year under review, Mr. Anil Goyal was re-appointed as the Managing Director of the Company for the further period of 5 years w.e.f. 20th February, 2012.

Mr. Lalit Bhasin and Mr. R.C Sharma Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Company's Shareholders and Employees.

FOR AND ON BEHALF OF THE BOARD

Place : Gurgaon LALIT BHASIN

Date : 24.05.2012 CHAIRMAN

To the Members,

The Directors are pleased to present the 16th Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

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

(Rs. in Lakhs) Year Ended Year Ended PARTICULARS 31.03.2011 31.03.2010

Gross Profit/(Loss) 544.47 1033.00

Less : (a) Depreciation 3.03 3.20

(b) Provision for Income Tax - Current 100.00 185.00 - Deferred Tax charge/(credit) 0.67 3.34 - Tax Adjustment for earlier year (2.81) 0.07

Net Profit /(Loss) 446.62 844.59 ADD / LESS

(a) Provision for sub-standard & doubtful assets written back 0.49 3.10

(b) Transfer to Statutory Reserve Fund 89.42 169.54

(c) Transfer to General Reserve 200.00 550.00

(d) Proposed Dividend 179.88 239.84

(e) Tax on Dividend 29.18 39.83

(f) Residual Dividend of last year & Tax thereon 0.00 0.00

(g) Balance brought forward 802.02 953.55

(h) Balance carried forward to Balance Sheet 750.64 802.02

DEMISE OF SHRI HARISH CHANDER BHASIN, FOUNDER CHAIRMAN OF THE COMPANY.

The Directors expressed their sorrow and deep sense of loss on the passing away on 7th December, 2010, of Sh. Harish Chander Bhasin, the Founder Chairman of the Company. Poignant and heartfelt tributes were paid to the extraordinary pioneer in the field of Financial Services, whose remarkable vision and keen interest in the affairs of the Company steered it to its illustrious position in the business world.

DIVIDEND

In view of the Company having distributable profits after providing for depreciation, your directors are please to recommend dividend @ Rs 1.50 per equity share (15 %) for the year under review.

PERFORMANCE REVIEW & OUTLOOK

During the year, the BSE Sensitive Index which was 17,692 at the start of the financial year, made a low of 15,960 in May 2010 and a high of 21,108 in November 2010, ended at 19,445 on 31st March, 2011. The year was marked by high volatility in the stock market. During the year, the Divestment/ Investment activity of the company was curtailed due to extreme volatile market conditions. As a result the Company posted a Gross profit of only Rs. 544.47 Lakhs as compared to Rs. 1033.00 Lakhs in the previous year. Net profit after tax for the year under review was Rs. 446.62 Lakhs as compared to Rs. 844.59 Lakhs in the previous year. The economic scenario at present is not very positive due to inflationary pressure. Despite the Reserve Bank's ongoing tightening policy to curb the rising inflation, the high prices of oil, food and other commodities in India has helped push inflation to almost 9%. Over the last one year, RBI has increased the repo rate (rate at which the RBI lends to banks) nine times since March 2010 to tame demand as a means of fighting inflation. The repo rate which was 4.75% in March 2010, now stands at 7.25% in May, 2011. With the declining growth in profitability of the Indian corporate sector due to tight monetary policies and turmoil in the International financial and credit market, there is a reduced risk appetite for Indian equities. It is however believed that the Indian economy will do reasonably well with its own sturdy domestic demand inspite of all these odds over the long term.

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

NBFC REGISTRATION WITH RESERVE BANK

The Company has been advised by the Reserve Bank vide its letter dated 29th March, 2011 to file fresh application for registration as NBFC and accordingly the company is in the process of filing fresh application for registration as NBFC with RBI.

STATUTORY STATEMENTS

Your Company has not accepted any deposits from the public during the year under review. The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your company. The total foreign exchange earnings during the year under review and previous period is NIL and total foreign exchange out go during the year under review and the previous period is NIL.

The provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not applicable, as there is no such employee who were drawing/ in receipt of remuneration of prescribed amount during the period under review.

Pursuant to Section 217(2AA) it is hereby stated that in the preparation of the Annual Accounts, the applicable accounting standards have been followed. The Director's have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period. The Director's 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. Further, the Director's have prepared the annual accounts on a going concern basis.

SUBSIDIARIES OF THE COMPANY

In terms of the General Circular No. 2/2011 dated 8th February, 2011 of Ministry of Company Affairs under section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, profit and Loss Account, Report of Directors and Auditors of the subsidiaries namely HB Securities Ltd. and HB Corporate Services Ltd. have not been attached with the Balance Sheet of the Company. However the financial data of the subsidiaries have been furnished under “Summary of Financial Information of Subsidiary Companies” and forms part of this Annual Report. The annual accounts of the subsidiary companies will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member of the company at its registered office.

CORPORATE GOVERNANCE

The report of Corporate Governance for the year under review is annexed hereto and forms a part of the Director's Report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's equity shares are listed at Bombay Stock Exchange Ltd, Mumbai. The listing fee for the year under review has been paid to BSE.

AUDITORS REPORT

Observations of the Auditors are explained, wherever necessary, by notes to accounts.

AUDITORS

The Auditors, M/s P. Bholusaria & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Mr. J.M.L Suri and Mr. B.L Chadha Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Company's Shareholders and Employees.

FOR AND ON BEHALF OF THE BOARD

LALIT BHASIN CHAIRMAN

Place : Gurgaon Date : 10.05.2011

The Directors are pleased to present the 15th Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

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

(Rs. in Lakhs)

Year Ended Year Ended PARTICULARS 31.03.2010 31.03.2009

Gross Profit/(Loss) 1036.20 804.07 Less :

(a) Depreciation 3.20 4.57

(b) Provision for Income Tax

– Current 185.00 87.00

– Deferred Tax charge/(credit) 3.34 (2.72)

– Fringe Benefit Tax 0.00 1.50

– Tax Adjustment for earlier year 0.07 0.01

Net Profit /(Loss) 844.59 713.71 ADD / LESS

(a) Provision for sub-standard & doubtful assets written back 3.10 1.54

(b) Transfer to Statutory Reserve Fund 169.54 143.05

(c) Transfer to General Reserve 550.00 300.00

(d) Proposed Dividend 239.84 239.84

(e) Tax on Dividend 39.83 40.76

(f) Residual Dividend of last year & Tax thereon 0.00 0.00

(g) Balance brought forward 953.55 961.95

(h) Balance carried forward to Balance Sheet 802.02 953.55

DIVIDEND

In view of the Company having distributable profits after providing for depreciation, your directors are please to recommend dividend @ Rs 2/- per equity share (20%) for the year under review.

PERFORMANCE REVIEW & OUTLOOK

The stock market index which declined by almost 40% in the year 2008, undertook a sharp revival and increased by 77% in 2009-2010. The BSE Sensitive Index which was 9901.99 at the start of the financial year, ended the year at 17527.77 on 31st March 2010. During the year under review, your Company posted a Gross Profit of Rs. 1036.20 Lakhs as compared to Rs. 804.07 Lakhs in the previous year. Net Profit after tax for the year under review was Rs. 844.59 Lakhs as compared to Rs. 713.71 Lakhs in the previous year. The fiscal year 2009-10 closed on a relatively good note, amidst the pressures that emanated from the global economic crisis. Being the least hit of all economies, the Indian economy has survived the storm of global financial crisis. Supported by monetary and fiscal policies, a recovery in economic activity was visible from the second quarter of the Financial Year 2009- 10. The GDP growth rate for the year 2009-10 was estimated to be 7.2 percent compared with the growth of 6.7 percent attained in 2008-09. The Indian rupee also generally exhibited strengthening trend against US dollar on the back of capital inflows. The overall risks to the outlook however remain slated to the downside. There are also looming concerns over a second round of convulsion in the advanced economies. If this was to happen, the recovery process is bound to be impacted.

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

NBFC REGISTRATION WITH RESERVE BANK

As already reported in the last annual report, a fresh application for registration as NBFC was filed with the Regional Office of RBI, Delhi on 23rd October, 2006 and the same continues to be pending.

STATUTORY STATEMENTS

Your Company has not accepted any deposits from the public during the year under review. The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your company. The total foreign exchange earnings during the year under review and previous period is NIL and total foreign exchange out go during the year under review and the previous period is NIL.

The particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are furnished in a separate statement annexed to and forming part of this report.

Pursuant to Section 217(2AA) it is hereby stated that in the preparation of the Annual Accounts, the applicable accounting standards have been followed. The Director’s have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period. The Director’s 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. Further, the Director’s have prepared the annual accounts on a going concern basis.

SUBSIDIARIES OF THE COMPANY

In terms of the approval granted by the Central Government under section 212(8) of the Companies Act, 1956, a copy of the Balance Sheet, profit and Loss Account, Report of Directors and Auditors of the subsidiaries namely HB Securities Ltd. and HB Corporate Services Ltd. have not been attached with the Balance Sheet of the Company. However the financial data of the subsidiaries have been furnished under “Summary of Financial Information of Subsidiary Companies” and forms part of this Annual Report. The annual accounts of the subsidiary companies will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member of the company at its registered office.

CORPORATE GOVERNANCE

The report of Corporate Governance for the year under review is annexed hereto and forms a part of the Director’s Report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company’s equity shares are listed at Bombay Stock Exchange Ltd, Mumbai. The listing fee for the year under review has been paid to BSE.

AUDITORS REPORT

Observations of the Auditors are explained, wherever necessary, by notes to accounts.

AUDITORS

The Auditors, M/s P. Bholusaria & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Mr. R.C. Sharma and Mr. R.K. Bhargava Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Company’s Shareholders and Employees.

FOR AND ON BEHALF OF THE BOARD For HB PORTFOLIO LIMITED

Place : Gurgaon LALIT BHASIN

Date :12.05.2010 CHAIRMAN