Your Directors are pleased to present the 32^nd Annual Report together with the Audited
Financial Statements (Standalone & Consolidated) for the Financial Year ended March
31,2026.

FINANCIAL HIGHLIGHTS

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

(Amount in Rs. Lakhs)

PERFORMANCE REVIEW & OUTLOOK

During the financial year ended March 31,2026, the Company delivered a satisfactory financial
performance despite a challenging business environment. Revenue from Operations stood at
?11,692.63 lakhs as compared to ?11,769.55 lakhs in the previous financial year, reflecting a
marginal decline of 0.65%. Total Revenue amounted to ?11,845.51 lakhs against ?12,006.66
lakhs in FY 2024-25.

The Company continued to focus on operational efficiency and prudent cost management
initiatives. Total Expenses decreased to ?10,068.77 lakhs from ?10,406.12 lakhs in the previous
year, registering a reduction of approximately 3.24%. As a result, Profit Before Tax (PBT)
increased to ?1,776.74 lakhs from ?1,600.54 lakhs, recording a growth of 11.01%.

Profit After Tax (PAT) for the year stood at ?1,170.38 lakhs as compared to ?1,079.45 lakhs in
the previous year, reflecting a growth of 8.42%. Other Comprehensive Income amounted to
?3.78 lakh against a loss of ?2.11 lakh in the previous year. Consequently, Total Comprehensive
Income increased to ?1,174.16 lakhs from ?1,077.34 lakhs, registering a growth of 8.99%.

The consolidated financial performance mirrors the standalone results for the year under review.
The improvement in profitability despite relatively stable revenues demonstrates the Company's
focus on operational discipline, efficient resource utilization and effective cost optimization
measures.

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

DIVIDEND

To conserve resources and strengthen its financial position for future growth opportunities, the
Board of Directors has decided not to recommend any dividend for the financial year ended
March 31, 2026.

TRANSFER TO GENERAL RESERVE

During the year under review, the Board of Directors has not transferred any amount to general
reserves, However, an amount of Rs. 6 Crores lying in “General Reserve” has been transferred
to “Retained Earnings.”

STATUTORY STATEMENTS

(i) Share Capital

The Company's issued and subscribed share capital consists of Equity and Redeemable
Preference Share Capital. The Paid-up Share Capital of the Company as on March 31,
2026 stood at ?1,27,95,99,470/- comprising of 22959947 Equity Shares of ?10/- each and
10500000 Redeemable Non-Cumulative Non-Convertible Preference Shares of ?100/-
each.

Preferential Issue

On April 17, 2024, consequent to requisite approvals, the Company upon receipt of 25%
of the issue price allotted 1500000 Convertible warrants (Warrant B) at an Issue price of
Rs. 65.25/- on Preferential basis to the Non-Promoter Group (Warrant B holders) of the
Company giving an option to apply for and be allotted 1 (one) Equity Share against each
warrant, any time within a period of 18 (eighteen) months from the date of allotment.

During the year under review, the holders of Warrant B exercised their right to convert
1500000 warrants into equity shares at an issue price of ?65.25 per share (comprising a

face value of ?10 and a premium of ?55.25), in accordance with the provisions of the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018. Consequent to receipt
of the balance 75% of the issue price along with the application for allotment of the equity
shares, the Securities Committee of the Board has considered and allotted 7,50,000
equity shares each on July 15, 2025 and October 14, 2025 aggregating to 15,00,000
equity shares.

Following the allotment of the said equity shares, pursuant to the provisions of SEBI ICDR
Regulations the Company obtained listing and trading approval from BSE Limited.

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

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

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

During the year under review, four (4) Meetings of the Board were convened and held. For
details of meetings of the Board, please refer to the Corporate Governance Report, which
forms integral part of the Board's Report.

(iii) Committees of the Board

The Company has several Committees which have been established in compliance
with the requirement of the relevant provisions of applicable laws and statutes. As on
March 31, 2026, the Board has four committees namely, Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee including one Non¬
Mandatory Committee viz. Securities Committee.

A detailed note on the composition of the Committees along with its reconstitution is
provided in the Corporate Governance Report, which forms an integral part of the Board's
Report.

(iv) Public Deposits

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

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

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

(vi) Particulars of Loans, Guarantees or Investments

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

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

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

The total foreign exchange earnings during the year under review is ' 2386.34 Lakhs and
for previous period was ' 1617.50 Lakhs and total foreign exchange out go during the
year under review is ' 183.83 Lakhs and for previous period is ' 188.83 Lakhs.

(viii) Change in the Nature of Business

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

(ix) Maintenance of cost records

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

(x) Material Changes and commitments

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

(xi) Reporting of frauds by the Auditors

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

(i) Subsidiaries

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

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

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

Material-Subsidiary.pdf

(ii) Joint Ventures

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

(iii) Associate Companies

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

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

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

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

VIGIL MECHANISM - WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of the Act and pursuant to the provisions of
Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism for Stakeholders, Employees
and Directors of the Company has been established. The Whistle Blower Policy is available
on the website of the Company having following web-link,https://www.hbestate.com/wp-
content/uploads/2025/04/Whistle-Blower-Policy-Final.pdf

RELATED PARTY TRANSACTIONS

During the year under review, all Related Party Transactions entered into were on arm's length
basis and were in the ordinary course of business. All transaction entered into with Related
parties were approved by the Audit Committee. None of the transactions with related parties
are material in nature or fall within the scope of Section 188 of the Act and Regulation 23 of the
SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014,
as amended in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence the
same is not provided.

None of the Directors has any pecuniary relationships or transactions vis-e-vis the Company.
The details of all related party transactions entered by the Company during the Financial Year
2025-26 are disclosed in Note No. 43 of the Financial Statements.

The Company has a Policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Act and Regulation 23 of the SEBI
Listing Regulations. The Policy is available on the website of the Company having following
web-link,

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

Transaction.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

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

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

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

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

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

The said Policy is available on the website of the Company having following web link,https://
www.hbestate.com/wp-content/uploads/2024/10/Policy-on-Preservation-Archival-of-
Documents.pdf

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

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

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

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

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

(ii) Ms. Sonia Gupta, External Member (Certified POSH Trainer and Practicing Company
Secretary) ¹

(iii) Mr. NVK Rao, Member (Company Secretary & Compliance Officer) ¹

(iv) Mrs. Pooja Jain, Member (Company Secretary - Group Company) ¹

(¹) Appointed w.e.f August 02, 2025

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

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

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

(iii) Mr. Akshay Kumar, Member (Executive Chef) ¹

(iv) Ms. N. Thungchanbeni Jungio, Member (Director of Spa) **

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

(vi) Mr. Sameer Shaikh, Member (Cluster Head- Safety and Security) ***

*w.e.f. July 3, 2025

**w.e.f. January 28, 2026
***w.e.f. July 19, 2025

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

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

COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

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

AUDITORS

(i) Statutory Auditors and their Report

The Members in the 28^th AGM held on August 23, 2022 had appointed M/s. N.C. Aggarwal
& Co., Chartered Accountants (FRN: 003273N) as the Statutory Auditors of the Company
for a term of five (5) consecutive years i.e. from the conclusion of the 28^th Annual General
Meeting to the conclusion of 33^rd Annual General Meeting to be held in the year 2027.

There are no qualifications, reservations, adverse remarks, 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 are self-explanatory.

(ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)
Rules, 2014, 'Marv & Associates LLP', Chartered Accountants, New Delhi have been re¬
appointed to perform the duties of the Internal Auditors of the Company for the financial
year 2025-26 and their Report is reviewed by the Audit Committee on quarterly basis.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, Mr. A.N. Kukreja, Proprietor,
'A.N Kukreja & Co.', Company Secretary in Practice have been re-appointed at 31^st
Annual General Meeting to undertake the Secretarial Audit of the Company for a term of
5(five) consecutive years commencing from 2025-26 till the Financial Year 2029-30. 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.

CORPORATE SOCIAL RESPONSIBILITY

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

Accordingly, during the year under review, the Company has spent Rs. 19.58 lakhs towards
Corporate Social Responsibility (“CSR”) as per Schedule VII of the Companies Act, 2013.

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

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

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

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

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

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

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

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

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

Further, the information on the Particulars of Director eligible for Appointment / Re¬
appointment in terms of Regulation 36 of SEBI Listing Regulations and Secretarial
Standard - 2 issued by the Institute of Company Secretaries of India has been provided
in the Notes to the Notice convening the Annual General Meeting.

(b) Declaration from Independent Directors

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

During the year under review, the Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement
of expenses, if any incurred by them for the purpose of attending meetings of the Board/
Committee of the Company.

(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: ¹

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

The complete Nomination and Remuneration Policy of the Company is available on the
website of the Company having following web link,https://www.hbestate.com/wp-
content/uploads/2024/10/Nomination-and-Remuneration-Policy.pdf

(d) Board Diversity

The Company recognizes the importance and benefits of having the diverse Board to
enhance quality of its performance.

The Company believes that a diverse Board will enhance the quality of the decisions
made by the Board by utilizing the different skills, qualification, professional experience,
gender, knowledge etc. of the members of the Board, necessary for achieving sustainable
and balanced growth of the Company. The Board of Directors on the recommendations of
the Nomination and Remuneration Committee has adopted a Policy on Diversity of Board
of Directors in terms of Regulation 19 of the SEBI Listing Regulations.

(e) Board Evaluation

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

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

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

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

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

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: Nil

(iii) The number of employees on the rolls of the Company: 16 employees on the
Company rolls and 290 employees on the rolls of the Company's Hotel Unit (Taj
City Centre, Gurugram) operated by The Indian Hotels Company Limited as on
March 31,2026.

(iv) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year as compared to the percentile
increase in the managerial remuneration of the Company Secretary- Nil

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

(vi) Statement of particulars of employees pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March
31, 2026:

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

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

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

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

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

SECRETARIAL STANDARDS

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

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in
Form MGT-7 for FY 2025-26 is uploaded on the website of the Company having following web link,

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

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

During the year under review, there was no pending proceeding or application has been made under the Insolvency and Bankruptcy Code, 2016.

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

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

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, it is hereby stated that:

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

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

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

Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

FOR AND ON BEHALF OF THE BOARD
For HB ESTATE DEVELOPERS LIMITEDSd/-LALIT BHASIN

Place: Gurugram (Chairman)

Date: May 29, 2026 DIN: 00002114

1

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.