Your Directors are pleased to present the 31st Annual Report together with the AuditedFinancial Statements (Standalone & Consolidated) for the Financial Year ended March31,2025.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company during the year under review are as under: -
(Amount in Rs. Lakhs)
PARTICULARS
Standalone
Consolidated
Year Ended31.03.2025
Year Ended31.03.2024
Revenue from Operations
11769.55
10940.11
Other Income
237.11
203.71
Total Revenue
12006.66
11143.82
Expenses
10406.12
10410.86
Profit/(Loss) for the yearbefore Tax
1600.54
732.96
Tax Expenses
521.09
344.07
Profit/(Loss) for the year afterTax
1079.45
388.89
Other Comprehensive Income
(2.11)
(5.15)
Total Comprehensive Income /(Loss) for the year
1077.34
383.74
PERFORMANCE REVIEW & OUTLOOK
Your Company has delivered better results for the year under review, both financially andoperationally, compared to the previous year. The Total Income (including other income) forFinancial Year 2024-25 stood at Rs. 12,006.66 Lakhs, which was higher than the Total Incomeof previous year's 2023-24 i.e. Rs. 11,143.82 Lakhs by Rs. 862.84 Lakhs. After accounting fortaxes, the Company reported a Profit after Tax (“PAT”) of Rs. 1079.45 Lakhs in comparison withthe previous year profit after Tax of Rs. 388.89 Lakhs. Diluted Earnings Per Share (“EPS”) for theFY 2024-25 stood at Rs. 5.31 as compared to Rs. 2 in the previous year 2023-24.
A detailed analysis of the operations of your Company during the year under review is includedin the Management Discussion and Analysis forms a part of this Annual Report.
DIVIDEND
To conserve resources and strengthen its financial position for future growth opportunities, theBoard of Directors has decided not to recommend any dividend for the financial year endedMarch 31, 2025.
TRANSFER TO GENERAL RESERVE
During the year under review, the Board of Directors has not transferred any amount to generalreserves, however:
(a) transferred an amount of Rs. 12.59 Crores lying in “Statutory Reserve” to “RetainedEarnings.”
(b) Transferred an amount of Rs. 60 Crores lying in “General Reserve” to “Retained Earnings.”STATUTORY STATEMENTS
(i) Share Capital
The Company's issued and subscribed share capital consists of Equity and RedeemablePreference Share Capital. The Paid-up Share Capital of the Company as on March 31,2025 stood at ?1,26,45,99,470/- comprising of 21459947 Equity Shares of ?10/- each and10500000 Redeemable Non-Cumulative Non-Convertible Preference Shares of ?100/-each.
Preferential Issue
On April 17, 2024, consequent to requisite approvals, the Company allotted 2000000Convertible warrants (Warrant A) at an Issue price of Rs. 65.25/- on Preferential basis tothe Promoter and Promoter Group (Warrant A holders) of the Company giving an optionto apply for and be allotted 1 (one) Equity Share against each warrant, any time within aperiod of 12 (twelve) months from the date of allotment.
During the year under review, holders of Warrant A exercised their right to convert2000000 warrants into equity shares at an issue price of ?65.25 per share (comprising aface value of ?10 and a premium of ?55.25), in accordance with the provisions of the SEBI(Issue of Capital and Disclosure Requirements) Regulations, 2018. Consequent to receiptof the balance 75% of the issue price along with the application for allotment of the equityshares, 2000000 equity shares were allotted on March 27, 2025.
Subsequently, the Securities Committee of the Board has considered and allotted2000000 equity shares on March 27, 2025.
Following the allotment of the said equity shares, pursuant to the provisions of SEBI ICDRRegulations the Company obtained listing and trading approval from BSE Limited on April24, 2025 and May 3, 2025, respectively.
Except as stated hereinabove, there was no other change in the capital structure of theCompany.
The Shareholding of Directors of the Company (including Promoter Director) is given inthe Corporate Governance Report forming part of this report.
(ii) Number of meeting(s) of the Board
During the year under review, Four (4) Meetings of the Board were convened and held.For details of meetings of the Board, please refer to the Corporate Governance Report,which forms integral part of the Board's Report.
(iii) Committees of the Board
The Company has several Committees which have been established in compliancewith the requirement of the relevant provisions of applicable laws and statutes. As onMarch 31, 2025, the Board has four committees namely, Audit Committee, Nominationand Remuneration Committee, Stakeholders Relationship Committee including one Non¬Mandatory Committee viz. Securities Committee. A detailed note on the composition ofthe Committees along with its reconstitution is provided in the Corporate GovernanceReport, which forms an integral part of the Board's Report.
(iv) Public Deposits
During the year under review, the Company has not accepted any Deposits from thePublic under Section 73 of the Act read with the Companies (Acceptance of Deposits)Rules, 2014.
(v) Significant and other material orders passed by the regulators or courts
During the year under review, no significant material orders passed by the Regulators orCourts or Tribunals impacting the Going Concern status and Company's operations infuture.
(vi) Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements.
(vii) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings andOutgo
The particulars required under Section 134(3)(m) of the Act read with Rules 8 of theCompanies (Accounts) Rules 2014 in respect of conservation of energy and technologyabsorption are not applicable to your Company.
The total foreign exchange earnings during the year under review is Rs. 1617.50 Lakhsand for previous period was Rs. 3370.32 Lakhs and total foreign exchange out go duringthe year under review is Rs. 188.83 Lakhs and for previous period is Rs. 100.73 Lakhs.
(viii) Change in the Nature of Business
There is no change in the nature of business of the Company during the year underreview.
(ix) Maintenance of cost records
The nature of Company's business / activities is such that maintenance of cost recordsunder Section 148(1) of the Act is not applicable to the Company.
(x) Material Changes and commitments
No material changes and commitments have occurred between the end of the financialyear to which the financial statements relate and date of this report, affecting the financialposition 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 theirAudit.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
(i) Subsidiaries
The Company does not have any Subsidiary and no Company has become or ceased tobe Company's Subsidiary during the year under review.
Pursuant to the provisions of Regulation 24 of SEBI Listing Regulations, the Companyhas a Policy for determining Material Subsidiaries, which is available on the website of theCompany having following web-link-
https://www.hbestate.com/wp-content/uploads/2025702/Policy-on-Determining-
Material-Subsidiary.pdf
The Company does not have any Joint Venture business and no Company has becomeits Joint Venture during the year under review.
(iii) Associate Companies
In terms of Section 2(6) of the Act, Parsvnath HB Projects Pvt. Ltd. is the AssociateCompany.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salientfeatures of the Financial Statements of the Company's Associates in Form No. AOC-1 isattached to the Financial Statements of the Company.
As required under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations,the Management Discussion & Analysis Report; a Report on the Corporate Governancetogether with the Compliance Certificate from the Company's Statutory Auditor's confirmingcompliance(s) forms an integral part of this report.
In terms of the provisions of Section 177(9) & (10) of the Act and pursuant to the provisions ofRegulation 22 of the SEBI Listing Regulations, a Vigil Mechanism for Stakeholders, Employeesand Directors of the Company has been established. The Whistle Blower Policy is availableon the website of the Company having following web-link, https://www.hbestate.com/wp-content/uploads/2025/04/Whistle-Blower-Policy-Final.pdf
During the year under review, all Related Party Transactions entered into were on arm's lengthbasis and were in the ordinary course of business. All transaction entered into with Relatedparties were approved by the Audit Committee. None of the transactions with related partiesare material in nature or fall within the scope of Section 188 of the Act and Regulation 23 of theSEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as requiredunder Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014,as amended in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence thesame is not provided.
None of the Directors has any pecuniary relationships or transactions vis-e-vis the Company.The details of all related party transactions entered by the Company during the Financial Year2024-25 are disclosed in Note No. 43 of the Financial Statements.
The Company has a Policy to regulate transactions between the Company and its RelatedParties, in compliance with the applicable provisions of the Act and Regulation 23 of the SEBIListing Regulations. The Policy is available on the website of the Company having followingweb-link,
https://www.hbestate.com/wp-content/uploads/2025/02/Policy-on-Related-Party-
Transaction.pdf
The Company endeavors to preserve the confidentiality of un-published price sensitiveinformation and to prevent misuse of such information. The Company is committed totransparency and fairness in dealing with all Stakeholders and in ensuring adherence to all lawsand regulation in force.
The Board of Directors has adopted the Code of Conduct for regulating, monitoring and reportingof trading by insiders and other connected persons, in compliance with Regulation 9 of theSEBI Listing Regulations. The Code of Conduct lays down guidelines and procedures to befollowed and disclosures to be made while dealing with the Shares of the Company, as wellas the consequences of violation. The Code of Conduct has been formulated for prevention ofInsider 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 sensitiveinformation or suspected leak of unpublished price sensitive information have been framed inline with the provisions of the Insider Trading Regulations, as amended.
In terms of Regulation 9 of the SEBI Listing Regulations, the Company has a Policy forPreservation of Documents & Archival thereof, classifying them in two categories as follows:
(a) documents whose preservation shall be permanent in nature;
(b) documents with preservation period of not less than eight years after completion of therelevant transactions.
The said Policy is available on the website of the Company having following web link, https://www.hbestate.com/wp-content/uploads/2024/10/Policy-on-Preservation-Archival-of-Documents.pdf
The Company has a Risk Management Policy which sets out the framework for the managementof risks faced by the Company in the conduct of its business to ensure that all business risksare identified, managed and monitored. The contents of Risk Management Policy have beenincluded in Management Discussion and Analysis forming part of this report.
The Company has zero tolerance for sexual harassment at workplace and adopted a Policy onprevention, prohibition and redressal of sexual harassment at workplace. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has two Internal Complaint Committees, one is at the Registered Office andanother at Company's Hotel Unit i.e. Taj City Centre, Gurugram.
(i) Ms. Banmala Jha, Presiding Officer (Manager) *
(ii) Ms. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor)
(iii) Mr. Anil Goyal, Member (Director)
(iv) Ms. Reema Miglani, Member (Company Secretary - Group Company)
(*) Appointed w.e.f December 24, 2024
(i) Ms. Shailza Sharma, Presiding Officer (Director- Human Resources)*
(ii) Mrs. Chetna Chopra, Member (Learning and Development Manager)#
(iii) Mr. Arup Chakravarty, Member (Cluster Head- Safety and Security)
(iv) Mr. Vijay Sehgal, Member (Director of Engineering)*#
(v) Ms. Shalini Khanna, Member (NGO Representative)
* Appointed on December 12, 2024
# Appointed on February 26, 2025
The Company conducted sessions for employees to make them aware about the provisionsof 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 theCompany.
Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 is provided in the Corporate Governance Report which forms anintegral part of the Report.
The Company continues to comply with the provisions of the Maternity Benefit Act, 1961, asamended. All eligible female employees are provided with maternity benefits in accordance withthe statutory requirements, including paid maternity leave, nursing breaks, and protection fromdismissal during maternity leave.
However, there were no instances of non-compliance reported during the year under review.
Further, during the period under review, the number of female employees in the Company wasless than fifty; therefore, the Company was not required to provide creche facilities. However,at Company's Hotel Unit i.e. Taj City Centre, Gurugram, a creche is maintained for the femaleemployees of the Hotel Unit.
The Company's internal control systems are commensurate with the nature of its business, thesize and complexity of its operations and such internal financial controls with reference to theFinancial Statements are adequate.
The details in respect of internal financial control and their adequacy are included in theManagement Discussion and Analysis, which forms a part of the Annual Report.
The Members in the 28th AGM held on August 23, 2022 had appointed M/s. N.C. Aggarwal& Co., Chartered Accountants (FRN: 003273N) as the Statutory Auditors of the Companyfor a term of five (5) consecutive years i.e. from the conclusion of the 28th Annual GeneralMeeting to the conclusion of 33rd Annual General Meeting to be held in the year 2027.
There are no qualifications, reservation, adverse remark, observations, commentsor disclaimer given by the Auditors in their Report. The Report given by the StatutoryAuditors on the Financial Statements of the Company for the Financial Year 2024-25, ispart of the Annual Report and self-explanatory.
(ii) Internal Auditors
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)Rules, 2014, 'Marv & Associates LLP', Chartered Accountants, New Delhi have been re¬appointed to perform the duties of the Internal Auditors of the Company for the financialyear 2024-25 and their Report is reviewed by the Audit Committee on quarterly basis.
(iii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, Mr. A.N. Kukreja, Proprietor,'A.N Kukreja & Co.', Company Secretary in Practice have been re-appointed to undertakethe Secretarial Audit of the Company for the financial year 2024-25. The Secretarial AuditReport is enclosed as a part of this report as “ANNeXuRE - I”.
The Secretarial Auditors have not made any qualification, reservation or adverse remarkor disclaimer in his Secretarial Audit Report.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135(9) of the Act, all the functions of the CSR Committeeare discharged by the Board of Directors of the Company as the Company's CSR Obligationis less than 50 Lakhs and thus requirement of constitution of Corporate Social ResponsibilityCommittee is not applicable.
Further as per the provisions of Section 135 of the Companies Act, 2013, every company havingnet worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 Crore or more or a Net Profit ofRs. 5 Crore or more during the immediately preceding financial year is required to spend inevery financial year, at least two percent (2%) of the average net profits made during the threeimmediately preceding financial years, in pursuance of the CSR Policy.
The Company does not fulfill any of the eligibility criteria of Section 135 of the Act. Accordingly,the Company is not required to spent any amount towards Corporate Social Responsibility(“CSR”) during the year under review.
The Corporate Social Responsibility Policy (CSR Policy) of the Company is available on theWebsite having following web link,
https://www.hbestate.com/wp-content/uploads/2024/10/CSR2020.pdf
Brief outline / salient features of the CSR Policy of the Company are as follows:
> The Company endeavors to adopt an integrated approach to address the community,societal & environmental concerns by taking one or more of the activities allowed as perSection 135 of the Companies Act, 2013 and the applicable rules and regulations.
> To identify the activities in response to felt societal needs in diverse areas and toimplement them with full involvement and commitment in a time bound manner.
> To provide financial assistance in the form of grant-in-aid assistance and corpus fundsupport etc. to support, supplement and improve the quality of life of different segmentsof the Society.
> As a responsible corporate entity, the Company will consistently strive for opportunitiesto meet the expectation of its stake holders by pursuing the concept of sustainabledevelopment with focus on the social welfare activities.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(a) Appointment / Re-appointment / Resignation of Directors and KMPBOARD OF DIRECTORS
In accordance with the requirements of the Act and the Company's Articles of Association,Mr. Lalit Bhasin (DIN: 00002114) retires by rotation at the ensuing Annual GeneralMeeting and being eligible, offered himself for re-appointment. The Board of Directorsrecommends his re-appointment.
During the year under review, Ms. Urvija Shah and Mr. Raj Kumar Bhargava wereappointed as Independent Directors of the Company w.e.f. October 23, 2024 and Mr.Rajesh Jain and Mrs. Asha Mehra ceased to be Independent Directors of the Companyw.e.f. October 28, 2024 due to completion of their second term as Independent Director.
Further, the information on the Particulars of Director eligible for Appointment / Re¬appointment in terms of Regulation 36 of SEBI Listing Regulations and SecretarialStandard - 2 issued by the Institute of Company Secretaries of India has been providedin the Notes to the Notice convening the Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Ms. Radhika Khurana, Company Secretary being the Key Managerial Personnel of theCompany resigned from the services of the Company w.e.f. December 23, 2024 and withthe recommendation of the Nomination and Remuneration Committee and approval ofthe Board of Directors, Mr. N V K Rao (Membership No. A35382), has been appointedas Company Secretary being the Key Managerial Personnel of the Company for w.e.f.February 12, 2025.
(b) Declaration from Independent Directors
The Company has received declarations from all the Independent Director(s) underSection 149(7) of the Act confirming that they meet with the criteria of Independence asprescribed under Section 149(6) of the Act and under Regulation 16(1)(b), 25 of the SEBIListing Regulations.
During the year under review, the Independent Directors of the Company had no pecuniaryrelationship or transactions with the Company, other than sitting fees and reimbursementof expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
(c) Nomination and Remuneration Policy
The Company has a Nomination and Remuneration Policy for selection, appointment& remuneration including criteria for determining qualifications, positive attributes ofDirectors, Key Managerial Personnel (KMP) and Senior Management employees of theCompany.
Brief outline / salient features of the Nomination and Remuneration Policy are as follows:
> Nomination and Remuneration Committee has been empowered inter-alia to carry outthe 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 toattract retain and motivate members of the Board.
• Approving the remuneration of the Senior Management including KMPs of theCompany.
• Evaluation of performance of the Board, its committees, individual directors andSenior Management Personnel on yearly basis.
• To extend or continue the term of appointment of the Independent Director, on thebasis of the report of performance evaluation of Independent Directors
> Executive Directors / Managing Director are paid remuneration as per applicableprovisions of the Companies Act, 2013 and rules made there under.
> Non-Executive Directors are paid sitting fees for attending each meeting of the Board ofDirectors and the Committees constituted by the Board. The sitting fee for each meetingof Board of Directors and the Committee of Directors has been fixed by the Board ofDirectors within the overall ceiling laid down under the Companies Act, 2013.
The complete Nomination and Remuneration Policy of the Company is available on thewebsite of the Company having following web link, https://Www.hbestate.com/wp-content/uploads/2024/10/Nomination-and-Remuneration-Policy.pdf
(d) Board Diversity
The Company recognizes the importance and benefits of having the diverse Board toenhance quality of its performance.
The Company believes that a diverse Board will enhance the quality of the decisionsmade by the Board by utilizing the different skills, qualification, professional experience,gender, knowledge etc. of the members of the Board, necessary for achieving sustainableand balanced growth of the Company. The Board of Directors on the recommendations ofthe Nomination and Remuneration Committee has adopted a Policy on Diversity of Boardof Directors in terms of Regulation 19 of the SEBI Listing Regulations.
(e) Board Evaluation
Pursuant to the provisions of the Act and applicable provisions of the SEBI ListingRegulations, the Board of Directors has carried out an Annual performance evaluationof its own performance and of all the Directors individually as well as the evaluation ofthe working of Audit, Nomination & Remuneration and other Compliance Committees.The manner in which the evaluation has been carried out is mentioned in the CorporateGovernance Report.
The Independent Directors also in their meeting held on February 12, 2025 reviewed theperformance of Non-Independent Directors, the Board as a whole and the Chairman onthe basis of structured questionnaire covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees, execution andperformance of specific duties, obligations and governance. They also assessed thequality, quantity and timeliness of flow of information between the Management of theCompany and the Board. The Independent Directors expressed Non-IndependentDirectors are devoting their time, energy and expertise towards the progress of theCompany and the Chairman with his rich expertise has guided the directors in theirperformance towards the progress of the Company.
(f) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particularsof Employees
The information required pursuant to Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 inrespect of Directors / Key Managerial Personnel (KMP) and Employees of the Companyis furnished hereunder:
(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year; and the percentage increasein remuneration of each Director, Chief Financial Officer, Chief Executive Officer,Company Secretary or Manager, if any, in the financial year.
Sr.
No.
Name
Category
Ratic/Tlmesper Medianof employeeremuneration
% Increase inremuneration
1.
Mr. Lalit Bhasin
Director (Non-Executive)
N.A
2.
Mr. Anil Goyal
3.
Mr. Rajesh Jain*
4.
Ms. Asha Mehra*
5.
Mr. Raj KumarBhargava#
6.
Ms. Urvija Shah#
7.
Mr. Sunil Malik
8.
Mr. Praveen Gupta
Chief Financial Officer
No increase
9.
Ms. Banmala Jha
Manager
10.
Ms. RadhikaKhurana**
Company Secretary
10.06%
11.
Mr. N V K Rao##
NA
*Ceased to be Director w.e.f. October 28, 2024#Appointed as Director w.e.f. October 23, 2024
**Resigned as Company Secretary of the Company w.e.f. December 23, 2024##Appointed as Company Secretary of the Company w.e.f. February 12, 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) The increase in the median remuneration in current financial year as compared to previous financial year: 6.10%
(iii) The number of employees on the rolls of the Company: 17 employees on the Company rolls and 243 employees on the rolls of the Company's Hotel Unit (Taj City Centre, Gurugram)operated by The Indian Hotels Company Limited as on March 31,2025.
(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 10.54% as compared to the percentile increaseof 18.50% in the managerial remuneration of the Company Secretary.
(v) It is hereby confirmed that the remuneration paid to the Directors, Key Managerial Personnel (KMP) and other employees is in accordance with the remuneration policy of the Company.
(vi) Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 for the year ended March 31, 2025:
Sl.
Designation
Gross
Remunerationreceived(In Rs.)**
Nature ofEmployment
Qualification
Experience(In Years)
Date of
Commencementof Employment
Age
(In
Years)
Last Employmentheld before joiningthe Company
Number &Percentageof EquityShares held
Whether anysuch employeeis a relative ofany director ormanager of theCompany
1
Mr. PrajuabShoosridam
Thai Chef
58,81,427
Permanent
12th,
Hotel
Management
36
16-11-2023
55
The Datai Langkawi,Malaysia
Nil
No
Mr. PraveenGupta
C.F.O
43,77,804
CA & LLB
42
01-12-2011
62
HB Securities Ltd.
Mr. Vijay Sehgal
Director of Engineering
33,55,409
Graduate B.Tech
23
22-04-2015
43
Anya Hotel,Gurugram
Mr. DineshKumar
Operations Manager
33,25,287
Bachelor’sDegree HotelManagement
18
15-07-2023
39
Fairmont Jaipur-Triton Hotel andResorts Pvt Ltd
Mr. KamalThadani
Director of Finance
30,59,453
Chartered
Accountant
15
01-10-2023
37
The Indian HotelsCompany Limited
Ms. ShailzaSharma
HR Manager
28,73,015
PGDM-HR
22
07-09-2015
The Leela AmbienceHotel, Gurgaon
Mr. VarunShangloo
Director of Sales &Marketing
26,87,091
Post
Graduation inS&M
13
01-12-2022
Taj Lakefront,Bhopal
Mr. Atul Saxena
Front Office Manager
18,20,510
PGDM
14
09-11-2022
Ms. ShwetaSinha*
Director of Revenue
17,92,112
PG BusinessAnalytics
17
21-08-2023
35
ITC Hotels
Ms. Chetna
Learning and
17,59,580
BSc.
11-01-2022
Indo Enviro
*resigned w.e.f February 25, 2025** Includes Provident Fund and TDS deduction
a) Details of the Employees, who were in receipt of remuneration aggregating ?1,02,00,000/- or more per annum: None
b) Details of the Employees, who were employed for part of the financial year and was in receipt of remuneration not less than ?8,50,000/- per month: None
c) Details of the Employees, who were employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a
rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not
less than two percent of the equity shares of the Company: None
During the year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in
Form MGT-7 for FY 2024-25 is uploaded on the website of the Company having following web link,
https://www.hbestate.com/investor-centre/
During the year under review, there was no pending proceeding or application has been made under the Insolvency and Bankruptcy Code, 2016.
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 FinancialInstitutions along with the reasons thereof is not applicable.
In accordance with the provisions of Section 134(5) of the Act, it is hereby stated that:
a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of
the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the Annual Accounts on a going concern basis;
e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to thank and acknowledge the co-operation, assistance and support extended by the Banks, Company's Shareholders and Employees.
Place: Gurugram (Chairman)
Date: May 12, 2025 DIN: 00002114