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