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Company Information

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HUBTOWN LTD.

16 October 2026 | 12:00

Industry >> Construction, Contracting & Engineering

Select Another Company

ISIN No INE703H01016 BSE Code / NSE Code 532799 / HUBTOWN Book Value (Rs.) 186.79 Face Value 10.00
Bookclosure 30/09/2024 52Week High 339 EPS 11.51 P/E 13.91
Market Cap. 2275.03 Cr. 52Week Low 153 P/BV / Div Yield (%) 0.86 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting the 38th Annual Report of the Company on the business and operations of the Company, together with the
Audited Financial Statements for the year ended March 31, 2026.

FINANCIAL RESULTS

The Company's performance during the financial year ended March 31, 2026 as compared to the previous financial year is summarized below:

(? in Lakhs)

PARTICULARS

CONSOLIDATED

STANDALONE

2025-2026

2024-2025

2025-2026

2024-2025

Revenue from operations

64,351

40,847

35,218

27,279

Other income

18,940

11,788

15,799

11,440

Total revenue

83,291

52,635

51,017

38,719

Expenses

64,456

42,983

38,082

26,939

Profit before tax

18,835

9,652

12,935

11,780

Tax expenses

2,027

4,134

2,013

4,149

Profit after tax

16,808

5,518

10,922

7,631

Share of Profit/Loss of Associates and Joint Venture (net)

(456)

(927)

—

—

Other comprehensive income / (loss)

(4)

4

(22)

4

Total comprehensive income for the year

16,348

4,595

10,900

7,635

Basic earnings per share

10.62

4.39

7.81

7.19

Diluted earnings per share

10.62

4.25

7.81

7.07

STATE OF AFFAIRS OF THE COMPANY
Project launched

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

FINANCIAL PERFORMANCE:Consolidated Financials

During the year under review, your Company's consolidated total revenue stood at ? 83,291 Lakhs as compared to ? 52,635 Lakhs for the previous year,
representing an increase of 58.24%; Profit before tax stood at ?18,835 Lakhs for the year under review as compared to profit of ? 9,652 Lakhs for the
previous year representing an increase of 95.14%; and the total comprehensive income stood at ? 16,348 Lakhs as compared to loss of ? 4,595 Lakhs for
the previous year representing an increase 255.78%.

Standalone Financials

During the year under review, the total revenue stood at ? 51,017 Lakhs as compared to ? 38,719 Lakhs for the previous year representing an increase of
31.76%; profit before tax stood at ? 12,935 Lakhs for the year under review as compared to ? 11,780 Lakhs for the previous year representing an increase
of 9.80%; and the total comprehensive income stood at ? 10,900 Lakhs as compared to ? 7,635 Lakhs for the previous year representing an increase of
42.76%.

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

As on March 31,2026, the Company had 19 subsidiaries, 4 associates and 1 joint venture company. A statement containing the salient features of financial
statements and details of performance of the Company's subsidiaries is given in the prescribed Form AOC-1 forms part of the notes to the financial
statements.

During the year, the following companies became subsidiaries of the Company :

i. Hubtown Bus Terminal (Ahmedabad) Private Limited

ii. Hubtown Bus Terminal (Adajan) Private Limited

iii. Hubtown Bus Terminal (Mehsana) Private Limited

iv. Hubtown Bus Terminal (Vadodara) Private Limited

During the year, the Company also incorporated the following wholly owned subsidiaries:

i. 25 Chalets Private Limited

ii. Hubtowncentral Private Limited

As at March 31, 2026, the Company had the following two material subsidiaries:

i. Joynest Premises Private Limited

ii. Rare Townships Private Limited
NATURE OF BUSINESS

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

SHARE CAPITAL

The authorized equity share capital of your Company is ?5,00,00,00,000/- comprises of 50,00,00,000 equity shares of ? 10/- each.

PREFERENTIAL ISSUE:

Pursuant to the approval by the Board of Directors at its meeting held on July 30, 2024 and approval by the members of the Company at their Extra¬
Ordinary General Meeting held on August 24, 2024 (EGM), the Company,

i. On September 25, 2024 has allotted 2,50,000 Compulsorily and Mandatorily Convertible Debentures, each convertible into one equity share of
face value of ?10/- each, on preferential basis at an issue price of ?200/- each.

ii. On September 30, 2024, the Company allotted 1,25,00,000 warrants, each convertible into one equity share of face value of ?10/- each, on
a preferential basis at an issue price of ?220/- per warrant, upon receipt of 25% of the issue price as upfront warrant subscription money. In
accordance with the applicable provisions, the balance 75% of the issue price was payable within 18 months from the date of allotment and was
duly received during the financial year 2025-26.

As on March 31, 2026, all the warrants and Compulsorily and Mandatorily Convertible Debentures issued and allotted by the Company were
converted into equal number of fully paid up equity shares.

iii. The Board of Directors of the Company, at its meeting held on August 30, 2025, had approved the proposal for the proposed preferential issue
("Proposed Preferential Issue"). Subsequently, the shareholders of the Company approved the Proposed Preferential Issue at the Extraordinary
General Meeting held on September 23, 2025. The Company also received the requisite in-principle approvals from the stock exchanges vide their
letters dated December 05, 2025.

However, the preferential issue was called off on account of the prevailing market conditions characterized by uncertainty and volatility, as well
as the considerable time elapsed since the approval of the Proposed Preferential Issue by the Board of Directors, the shareholders, and the receipt
of the in-principle approvals from BSE Limited and the National Stock Exchange of India Limited.

Accordingly, in view of the above, the Proposed Preferential Issue stands withdrawn and the Company has decided not to proceed with the same.

The paid up share capital of the Company was increased from ?1,35,60,06,570/- consisting of 13,56,00,657 Equity shares of ? 10/- each to ?1,42,10,06,570/-
consisting of 14,21,00,657 equity shares of face value of ? 10/- each.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2025-26.

DIVIDEND

To conserve financial resources, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026. Further, no
amounts are proposed to be transferred to the General Reserve during FY 2025-26.

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

DEPOSITS

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

DISCLOSURE W.R.T. MATERIAL CHANGES AND COMMITMENTS

The Board of Directors, at its meeting held on February 14, 2025, approved the Scheme of Arrangement in the nature of the merger/amalgamation
of Saicharan Consultancy Private Limited ("Transferor Company") with Hubtown Limited ("Transferee Company") under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013, with an Appointed Date of April 1, 2025.

Subsequently, at its meeting held on June 30, 2025, the Board of Directors approved the Scheme of Arrangement in the nature of the merger/
amalgamation of 25 West Realty Private Limited ("Transferor Company") with Hubtown Limited ("Transferee Company") under Sections 230 to 232 and
other applicable provisions of the Companies Act, 2013, with an Appointed Date of April 1, 2025.

Further, at its meeting held on August 26, 2025, the Board of Directors approved the Scheme of Arrangement providing for (i) the merger/amalgamation
of Distinctive Realty Private Limited ("Transferor Company 1") into and with Amazia Developers Private Limited ("Transferee Company 1") ("Amalgamation
I"), and (ii) immediately upon Amalgamation I becoming effective, the merger/amalgamation of Amazia Developers Private Limited ("Transferor Company
2") and Nitant Real Estate Private Limited ("Transferor Company 3") into and with Hubtown Limited ("Transferee Company 2") ("Amalgamation II"), under
Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, with an Appointed Date of July 1, 2025. The Scheme was subsequently
rejected by the Stock Exchanges.

Thereafter, at its meeting held on December 30, 2025, the Board of Directors approved a revised Scheme of Arrangement providing for (i) the merger/
amalgamation of Distinctive Realty Private Limited ("Transferor Company 1") into and with Amazia Developers Private Limited ("Transferee Company
1") ("Amalgamation I"), and (ii) immediately upon Amalgamation I becoming effective, the merger/amalgamation of Amazia Developers Private Limited
("Transferor Company 2") and Nitant Real Estate Private Limited ("Transferor Company 3") into and with Hubtown Limited ("Transferee Company 2")
("Amalgamation II"), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, with an Appointed Date of October 1, 2025.

The above Scheme(s) are subject to the receipt of the necessary statutory, regulatory, contractual and other approvals, permissions and sanctions as may
be required under applicable laws. The Scheme(s) will become effective upon completion of all applicable approvals and the filing of the relevant orders
with the Registrar of Companies. The Company is taking the necessary steps to obtain the requisite approvals and complete the process in accordance
with the applicable legal and regulatory requirements.

ADEQUACY OF INTERNAL AUDIT AND FINANCIAL CONTROLS

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

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

As the Company is engaged in the business of 'real estate development' included in the term 'Infrastructure Facilities' as defined in Clause (8) (a) of
Schedule VI to the Companies Act, 2013, the provisions of Section 186 of the said Act related to loans made, guarantees given or securities provided
are not applicable to the Company. Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on
March 31, 2026.

NON-CONVERTIBLE DEBENTURES

In FY 2025-26 your Company raised an aggregate amount of ? 5,00,00,000/- by way of issue of 50 Secured, Unlisted, Redeemable and Non-Convertible
Debentures (NCDs) of face value of ?10,00,000/- each on private placement basis, and the entire issue proceeds were utilized towards the objects of the
issue in FY 2025-26.

The non-convertible debentures of 478, amounting to ?47,80,00,000/- are outstanding as on March 31, 2026.

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

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

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

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

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

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

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

I. Composition of the Board of Directors as on March 31,2026, the Board of your Company comprised of Six Directors with two Executive Directors
and four Non-Executive Independent Directors. The composition of the Board of Directors meets the requirement of provisions of Regulation 17
of the Listing Regulations and Section 149 of the Companies Act, 2013.

Details of the Directors are as follows:

Category

Name of Director

Executive Director

Mr. Hemant M. Shah, Executive Chairman
Mr. Vyomesh M. Shah, Managing Director

Non-Executive
Independent Directors

Mr. Jignesh Hansraj Gala, Independent Director
Mr. Milin Jagdish Ramani, Independent Director
Mr. Kartik Ruparel, Independent Director
Mrs. Bhakti Jaywant Kothare, Independent Director

A. Change in Composition of the Board of Directors

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

i. Directors retiring by rotation at the 37th Annual General Meeting held on September 25, 2025, Mr. Vyomesh M. Shah, Managing
Director (DIN 00009596) retired by rotation in compliance with the provisions of Section 152 of the Companies Act, 2013 and was
reappointed.

ii. Cessations

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

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

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

II. Key Managerial Persons

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

Name

Designation

Mr. Hemant M Shah

Executive Chairman

Mr. Vyomesh M Shah

Managing Director

Mr. Sunil Mago

Chief Financial Officer

Mr. Shivil Kapoor

Company Secretary and Compliance Officer

III. Woman Director

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

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

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

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

V. Nomination & Remuneration Policy

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

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

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

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

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

Board of the Company.

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

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

6. Removal of a director, KMP or senior management.

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

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

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

the Board of Directors.

BOARD MEETING

During the Financial Year 2025-26, our Board has met Eight (8) times and the meetings were held on May 22, 2025, June 30, 2025, August 12, 2025, August
26, 2025, August 30, 2025, November 12, 2025, December 30, 2025 and February 13, 2026.

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

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

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company
was held on May 22, 2025, June 30, 2025, August 12, 2025, August 26, 2025 and December 30, 2025 and the Directors reviewed the matters enumerated
under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing Regulations.

COMMITTEES OF BOARD

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Directors in its meeting held on May 22, 2025 constituted the 'Corporate Social Responsibility Committee' pursuant to the provisions of
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy of the Company
and the details about the initiatives taken by the Company on Corporate Social Responsibility during the year as per annexure attached to the Rules
have been appended as
Annexure I to this Report. Further, the CSR Policy has been uploaded on the Company website at the link: www.hubtown.co.in.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2026,
the Board of Directors hereby confirms that:

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

(b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profits of the Company for the
year ended on that date;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

FRAUD REPORTING

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

RISK MANAGEMENT POLICY

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

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

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

PARTICULARS OF EMPLOYEES AND REMUNERATION

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

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

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

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

AUDITORS AND THEIR REPORTS

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

Statutory Auditors' appointment

The members of the Company at the 37th Annual General Meeting held on 25th September, 2025 re-appointed M/s. JBTM & Associates LLP, Chartered
Accountants, (Firm Registration No. 100365W) as the Statutory Auditors of the Company to hold office for the second term of 5 consecutive years i.e. from
the conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting to be held in the year 2029.

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

Observation of Statutory Auditors on Financial Statements for the year ended March 31, 2026

The statutory auditor given following qualification in their auditor's report for the year ended March 31, 2026:

The Company has not provided for interest expense amounting to ?1751.85 Lakhs on certain inter-corporate deposits. Consequence to above, finance
cost for the quarter and year ended March 31, 2026 has been understated by ?431.96 Lakhs and ?1,751.85 Lakhs respectively resulting in a consequential
increase in profit for the quarter and year ended March 31, 2026.

Management Response to aforesaid qualification:

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

Secretarial Audit Report for the year ended March 31, 2026

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of
the Secretarial Audit for FY 2025-26 carried out by M/s. Mihen Halani & Associates, (C.P. No. 12015), Company Secretaries, in
Annexure III - 'Form MR-3'
forms part to this Annual report. The said report does not contain any adverse observation or qualification or modified opinion.

Cost Auditors

In respect of FY 2025-26, your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies
Act, 2013 for the Construction industry, and accordingly such accounts and records are made and maintained by your Company. The said cost accounts
and records are also required to be audited pursuant to the provisions of Section 148 of the Companies Act, 2013, read with notifications/ circulars issued
by the Ministry of Corporate Affairs from time to time, and accordingly based on recommendation of the Audit and Compliance Committee, the Board of
Directors has appointed M/s. Shekhar Joshi & Co., Cost Accountants (Firm Registration No. 100448) as the Cost Auditor of the Company for FY 2025-26.

In respect of FY 2025-26, the Board based on the recommendation of the Audit and Compliance Committee has approved the appointment of M/s. Shekhar
Joshi & Co., Cost Accountants (Firm Registration No. 100448), as the cost auditors of the Company. The resolution for ratification of the remuneration to
be paid for the said appointment for FY 2026-27 is included in the notice of the ensuing Annual General Meeting.

OTHER DISCLOSURES

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

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31,2026 is available on
the website of the Company at www.hubtown.co.in, under the section 'Investor Corner'.

Insolvency and Bankruptcy Code, 2016

There are no proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016, as at the balance sheet date.

Details of one time settlement with banks or financial institutions:

During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

Conservation of energy and technology absorption

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

Foreign Exchange Earnings & Outgo

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

F.Y. 2025-26

Foreign Exchange Earnings

NIL

Foreign Exchange Outgo

AED

46,167.00

GBP

75,811.60

USD

52,000.00

Compliance with Secretarial Standards

The Company is in compliance with the mandatory Secretarial Standards.

Service of documents through electronic means

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

Internal Complaint Committee

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

During the year under review, no complaint was filed with the ICC under the provisions of the said Act. There were no complaints outstanding as on
March 31, 2026.

Corporate Governance

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

Management Discussion and Analysis Report

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

Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Reporting pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI circulars issued from time to time, for the financial year ended March 31, 2026 is not applicable to the Company.

Dividend Distribution Policy

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

ACKNOWLEDGEMENTS AND APPRECIATION

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

For and on behalf of the Board of Directors

Hemant M Shah
Chairman
DIN:00009659

Date: August 03, 2026
Place: Mumbai
Registered Office

Hubtown Limited

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

R.K. Chemburkar Marg, Chembur (East), Mumbai,

Maharashtra - 400071

CIN: L45200MH1989PLC050688

Mail: investorcell@hubtown.co.in
Website: www.hubtown.co.in