HB Stockholdings Ltd Directors Report

To the Members,

Your Directors are pleased to present the 37th Annual Report together with the Audited

Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS

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

(Amount in Rs. Lakhs)

Particulars	Standalone		Consolidated
	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Interest Income	149.59	112.81	149.59	112.81
Dividend Income	48.27	39.62	48.27	39.62
Net Profit in Equity	992.36	145.53	992.36	145.53
Derivative trading/ Share
Dealing
Net gain on fair value change	3246.23	0.00	3246.23	0.00
Total Revenue from Operations	4436.45	297.96	4436.45	297.96
Other Income	6.25	0.91	6.25	0.91
Total Income	4442.70	298.87	4442.70	298.87
Expenses	323.31	504.75	325.62	510.20
Profit / (Loss) Before	4119.39	(205.88)	Tax 4117.08	(211.33)
Tax Expense	363.57	(10.04)	363.57	(10.04)
Profit / (Loss) After Tax	3755.82	(195.84)	3753.51	(201.29)
Profit / (Loss) for the year	3755.82	(195.84)	3753.51	(201.29)
Other Comprehensive	29.25	(4.54)	29.25	(4.54)
Income for the year, net of tax
Total Comprehensive Income for the year	3785.07	(200.38)	3782.76	(205.84)

DIVIDEND

The Directors are pleased to recommend a dividend of Rs 1.50/- (Rupee One and Paisa Fifty Only) per equity share of face value of Rs. 10/- (Rupees Ten Only) each (i.e. 15%) for the Financial Year ended 31^st March, 2024.

The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source).

TRANSFER TO GENERAL RESERVE

The Board of Directors of your Company has decided not to transfer any amount to the General Reserve for the year under review.

PERFORMANCE REVIEW

I. Consolidated Performance

During the Financial Year under review, the Company reported Total Revenue of Rs.

4436.45 Lakhs compared to Rs. 297.96 Lakhs in the previous financial year. The Net Profit After Tax stood at Rs. 3753.51 Lakhs Lakhs in the previous financial year.

II. Standalone Performance

During the Financial Year under review, the Company reported Total Revenue of Rs.

4436.45 Lakhs compared to Rs. 297.96 Lakhs in the previous financial year. The Profit After Tax stood at Rs. 3755.82 Lakhs compared to Net Loss After Tax of Rs. 195.84 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.

STATUTORY STATEMENTS

(i) Share Capital

The Paid-up Equity Share Capital as on 31^st March, 2024 stood at Rs. 7,13,76,650/- comprising of 7137665 Equity Shares of Rs. 10/- each. During the year under review, the Company has not issued any Shares with differential voting rights or granted stock options, sweat equity 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 year under review, Four (4) Board Meetings were convened and held. The details of such meeting(s) are given in the Corporate Governance Report, which forms an integral part of this 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 31^st March, 2024, the Board has four committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. A detailed note on the composition of the Committees is provided in the Corporate Governance Report, which forms an integral part of this Report.

(iv) Public Deposits

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

(v) Significant and other material orders passed by the Regulators or Courts

There are no significant material during the year under review which has an impact on the Going Concern status and Company?s operations in future.

(vi) Particulars of Loans, Guarantees or Investments

The principal business activity of the Company is to undertake financial services, investing and dealing in various kinds of securities. Details of Loans, Guarantees and Investments 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 your Company.

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

(viii) Change in the Nature of Business

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

(ix) Maintenance of cost records

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

(x) Material Changes and commitments

No material changes and commitments have occurred between the end of the financial year to which the financialstatements 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 compared to Net Loss After Tax of Rs. 201.29

(i) Subsidiaries

The Company has following Subsidiary as on 31^st March, 2024:

Name of the Company	As on 31st March, 2024
	No. of Shares	% of holding
1. Mount Finance Limited	830006	100.00%

A separate statement containing the salient features of the Financial Statement of the Company?s Subsidiary in Form AOC-1 is provided along with Financial Statements in terms of Section 129(3) of the Companies Act, 2013. The Financial Statements of the Subsidiary Company will be made available upon request by any Member of the Company interested in obtaining the same. The Annual Accounts of the Subsidiary Company is also available on the website of the Company at https://www.hbstockholdings.com/. As per the threshold provided under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, there is no material subsidiary identifiedfor F.Y. 2023-

24. The Company also has a Policy for Determining Material Subsidiaries in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy is available on the website of the Company having following web-link, http://www.hbstockholdings.com/Investor%20Information/Corporate%20

Governance/index.html (ii) Joint Ventures

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

(iii) Associate Companies

In terms of Section 2(6) of the Companies Act, 2013, the Company is not having any Associate Company during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report; a Report on the Corporate Governance together with the Compliance Certificate Company?s Statutory Auditors confirming compliance(s) forms an integral part of this report.

WHISTLE BLOWER POLICY – VIGIL MECHANISM

In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and pursuant to the provisions of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy is available on the website of the Company having following web-link, http://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/ index.html RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial were on arm?s length basis and were in the ordinary course of business. The Audit Committee has accorded its omnibus approval for the said transactions. The details of all related party transactions entered by the Company during the Financial Year 2023-24 are disclosed in Note No. 30 of the Financial Statements.

During the year under review, the Company has taken the approval of Members at their ExtraOrdinary General Meeting held on 11^th March, 2024 for a Material Related Party Transaction to subscribe 1000000 (Ten Lakhs) Convertible Warrants of HB Estate Developers Limited, a Related Party of the Company, each convertible into 1 (One) Equity Share having face value of Rs. 10/- each (Rupees Ten each) fully paid up for cash at a price of Rs. 65.25/- (Rupees Sixty Five and Paise Twenty Five only) by paying 25% of the exercise price as Application Money. Further, after closing of Financial Year, the above mentioned warrants were subscribed by the Company on 15^th April, 2024 and the same were allotted on 17^th April, 2024.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form No. AOC-2 is not applicable for current Financial Year and will be a part of Annual Report for the Financial Year 2024-25 in which transaction was executed. Except, Mr. Lalit Bhasin, Mr. Anil Goyal and Mrs. Asha Mehra, none of the Directors have any pecuniary relationships or transactions vis-?-vis the Company in the aforesaid transaction. Further, the Company also has a Policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the website of the Company having following web-link, http://www.hbstockholdings.com/Investor%20Information/Corporate%20Governance/ index.html CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

In terms of Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Policy for Preservation of

Documents & Archival thereof, which classify 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.hbstockholdings.com/Investor%20Information/Corporate%20Governance/ index.html DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

In terms of RBI?s Scale Based Regulations (SBR) effective from 01^st October, 2022, 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 have been included in Management Discussion and Analysis forming part of this report. from the

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 Complaint Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaint Committee comprises of following members:

(i) *Mrs. Radhika Khurana, Presiding Officer (Company Secretary HB Estate Developers

Ltd.)

(ii) Mrs. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor) year under review (iii) Mr. Mahesh Kumar Gupta, Member (Chief Financial Officer)

(iv) *Mrs. Reema Miglani (Company Secretary)

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

Financial Statements are adequate.

The details in respect of internal financial control

Management Discussion and Analysis, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

The Net Loss during the immediately preceding Financial Year 2022-23 was Rs. 195.84 Lakhs, therefore the Company was not required to spend any amount towards Corporate Social Responsibility ("CSR") during the year as per the provisions of section 135 of the Companies Act, 2013 read with FAQs issued by MCA.

AUDITORS AND AUDITORS? REPORT

(i) Statutory Auditors

The Shareholders in the 35^th Annual General Meeting held on 22^nd September, 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 35^th Annual General Meeting to the conclusion of 40^th Annual General Meeting to be held in the year 2027. remark, observations, comments There are no qualifications, or disclaimer given by the Auditors in their Report. The Report given by the Statutory Auditors on the Financial Statements of the Company for the Financial Year 2023-24, is part of the Annual Report and self-explanatory.

(ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies

(Accounts) Rules, 2014, ‘Marv & Associates LLP?, Chartered Accountants, New Delhi have been re-appointed to perform the duties of the Internal Auditors of the Company for the Financial Year 2023-24 and their Report is reviewed by the Audit Committee on quarterly basis.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. A.N. Kukreja,

Proprietor, ‘A.N Kukreja & Co.?, Company Secretary in Practice have been re-appointed to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is enclosed as a part of this report as "ANNEXURE – I".

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

During the year under review, Mrs. Urvija Shah (DIN: 10155229) has been appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from 23^rd May, 2023. The appointment of Mrs. Shah was regularised by the members in the last Annual General Meeting held on 19^th August, 2023.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Lalit Bhasin (DIN: 00002114), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment to the Shareholders and a resolution related to his re-appointment is covered in Item no. 3 of the Notice of ensuing 37^th Annual General Meeting. Mr. Lalit Bhasin has been appointed as the Executive Chairman of the Company with effect from 17^th May, 2024, liable to retire by rotation along with remuneration to be paid to him. Mr. Lalit Bhasin satisfies all the conditions set out in Part-I of Schedule V of the Companies Act, 2013 (including any amendments thereto) as also the conditions set out under sub-section (3) of Section 196 of the Companies Act, 2013 for being eligible for appointment and the Company has also received requisite consent from him to act as Executive Chairman of the Company and a declaration that he is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority. The Board of Directors on the recommendation of Nomination & Remuneration, recommends to the Shareholders, appointment of Mr. Lalit Bhasin as Executive Chairman of the Company for a period of Five (5) Years with effect from 17^th May, 2024 to 16^th May, 2029, liable to retire by rotation along with remuneration to be paid to him. A resolution related to his re-appointment including remuneration is covered in Item no. 4 of the Notice of ensuing 37^th Annual General Meeting.

Mr. Naresh Khanna has been re-appointed as Manager being the Key Managerial Personnel of the Company w.e.f. 17^th May, 2024. The Board of Directors on the recommendation of the Nomination and Remuneration Committee, recommends to the Shareholders, re-appointment of Mr. Naresh Khanna as Manager being the Key Managerial Personnel of the Company for a period of three (3) years with effect from 07^th June, 2024 to 06^th June, 2027 considering his extensive knowledge and experience in the domain of investments. A resolution related to his re-appointment is covered in Item no. 5 of the Notice of ensuing 37^th Annual General Meeting.

Mr. Yash Kumar Sehgal (DIN: 03641168) has been appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from up to 17^th May,2024who holdsoffice the date of the ensuing Annual General Meeting. The Company has received a declaration to the effect that he is not disqualified under subsection (2) of Section 164 of the Companies Act, 2013 and is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority. In the opinion of the Board, Mr. Yash Kumar Sehgal fulfils the conditions specified and the criteria of Independent Director in terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 and he is independent of the management. The Board of Directors on the recommendation of the Nomination and Remuneration Committee, recommends to the Shareholders, appointment of Mr. Yash Kumar Sehgal asof Non-

Executive Independent Director of the Company for a term of five (5) consecutive w.e.f 17^th May, 2024 based on his knowledge, background and extensive experience in policies and procedures. The appointment of Mr. Sehgal will be thefinance an invaluable input to the Company?s strategic direction and decision making. A resolution related to his appointment is covered in Item no. 6 of the Notice of ensuing 37^th Annual General Meeting.

Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing 37^th Annual General Meeting.

(b) Declaration from Independent Directors

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

c) Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy for selection, appointment & remuneration including criteria for determining qualifications, positive attributes of

Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. Brief outline / salient features of the Nomination and Remuneration Policy are as follows: Nomination and Remuneration Committee has been empowered inter-alia to carry out the following functions:

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

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

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

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

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

• 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, http://www.hbstockholdings.com/Investor%20Information/Corporate%20 Governance/index.html

(d) Board Diversity

The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its performance. It will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced growth of the Company. The Board of Directors on the recommendations of the Nomination and Remuneration Committee has adopted a Policy on Diversity of Board of Directors in terms of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(e) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance and of all the Directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration and other Compliance Committees in their meeting held on

12^th February, 2024. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. in the Act The Independent Directors also in their meeting held on 12^th February, 2024 reviewed the performance of Non–Independent Directors, the Board as a whole and the Chairman on the basis of structured questionnaire covering various aspects of the Board?s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance. They also assessed the between the Management of the quality,quantityandtimeliness of flow Company and the Board. The Independent Directors expressed Non-Independent Directors are devoting their time, energy and expertise towards the progress of the Company and the Chairman with his rich expertise has guided the directors in their performance towards the progress of the Company.

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

Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company as on 31^st March, 2024 is furnished hereunder: (i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,

Company Secretary or Manager, if any, in the Financial Year.

Sr. No.	Name	Category	Ratio/Times per Median of employee remuneration	% Increase in remuneration
1.	Mr. Lalit Bhasin*	Director (Non-Executive)	N.A	N.A
2.	Mr. Anil Goyal	Director (Non-Executive)	N.A	N.A
3.	Mr. Ashish Kapur	Director (Non-Executive)	N.A	N.A
4.	Mr. Harbans Lal	Director (Non-Executive)	N.A	N.A
5.	Mr. Gulshan Rai	Director (Non-Executive)	N.A	N.A
6.	Mrs. Asha Mehra	Director (Non-Executive)	N.A	N.A
7.	Mrs. Urvija Shah	Director (Non-Executive)	N.A	N.A
7.	Mr. Mahesh Kumar Gupta	Chief Financial Officer		12.67
8.	Mr. Naresh Khanna	Manager		No Increase
9.	Ms. Reema Miglani	Company Secretary		33.33

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

(ii) The increase in the median remuneration in current Financial Year as compared to previous Financial Year is 19.18%.

(iii) There are Eight (8) permanent employees on the rolls of the Company as on 31^st March, 2024.

(iv) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year is 12.23% as compared to the 23.00% percentile increase made in the managerial remuneration of the KMP(s).

(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for

Directors, Key Managerial Personnel and other Employees.

(vi) Statement of particulars of employees pursuant to Section 197(12) of the Companies

Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2024: a) Details of top ten employee in terms of remuneration drawn as on 31^st March, 2024:

Sl. No.	Name	Designation	Gross Remuneration received (In Rs.)	Nature of Employment	Qualification	Experience (In Year)	Date of Commence ment of Employment	Age (In Year)	Last Employment held before joining the Company	Number & Percen- tage of Equity Shares held	Whether any such employee is a relative of any director or manager of the company
1	Mr. Mahesh Kumar Gupta	Chief Financial Officer	27,94,464	Permanent	Graduate, CMA B.com (Honours), CS Inter	34	13-03-1995	55	Hero Cycle Limited	-	No
2	Mr. Naresh Khanna	Manager	25,65,000	Permanent	B. Com, CS Inter	36	22-02-2021	60	Oriental Bank of Commerce	-	No
3	Ms. Reema Miglani	Company Secretary	12,36,000	Permanent	CS	8	18-05-2022	29	Arun Gupta & Associates	-	No
4	Mr. Murari Lal	Accountant	4,95,000	Permanent	M.com	25	04-11-2006	49	Sudesh Soni & Co. (CA Firm)	-	No
5	Mr. Prashant Kumar	Officer - Investment	4,36,500	Permanent	M.com	8	15-03-2021	29	Chaudhary Construction Co. Pvt. Ltd.	-	No
6	Mr. Jitendra Kumar Verma	Secretarial Assistant	3,26,271	Permanent	LLB	17	08-07-2015	44	HB Portfolio Ltd.	-	No
7	Mr. Ganga Singh Rawat	Assistant	2,55,105	Permanent	Matric	26	01-04-2017	53	QR Properties Pvt. Ltd.	-	No
8	Mr. Tanish Chou Dhary(#)	Equity Research Analyst	1,83,397	Permanent	MSc	3.3	01-05-2022	27	Dune Group Limited	-	No

st

Note: There are total 8 (Eight) employees, details of which are given hereinabove.

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

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

d) Details of the Employees, who were employed throughout the Financial Year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company:

None

SECRETARIAL STANDARDS

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

ANNUAL RETURN

The Annual Return (Form MGT-7) is available on the website of the Company having following web link, https://www.hbstockholdings.com/Investor%20Information/Annual%20Returns/indexx. html DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

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

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

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

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to sub-section (3) & (5) of Section 134 of the Companies Act, 2013, it is hereby stated that: a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; b) the Directors had 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 had 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 had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENTS

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

For and on behalf of the Board of HB Stockholdings Limited

	Sd/-
	LALIT BHASIN
Place: Gurugram	(Chairman)
Date : 17th May, 2024	DIN: 00002114