Your Directors have pleasure in presenting the 37th 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, 2025.

FINANCIAL RESULTS

The Company's performance during the financial year ended March 31, 2025 as compared to the previous
financial year is summarized below:

(' in Lakhs)

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.

Consolidated Financials

During the year under review, your Company's consolidated total revenue stood at ' 52,635 Lakhs as compared
to ' 36,203 Lakhs for the previous year, representing an increase of 45.39%; Profit before tax stood at ' 9,652
Lakhs for the year under review as compared to Loss of ' (7,527) Lakhs for the previous year representing an
increase of 228.23%; and the total comprehensive income stood at ' 4,595 Lakhs as compared to loss of
' (8,492) Lakhs for the previous year representing an increase 154.10%.

Standalone Financials

During the year under review, the total revenue stood at ' 38,719 Lakhs as compared to ' 23,716 Lakhs for the
previous year representing an increase of 63.26%; profit before tax stood at ' 11,780 Lakhs for the year under
review as compared to ' 642 Lakhs for the previous year representing an increase of 1735%; and the total
comprehensive income stood at ' 7,635 Lakhs as compared to ' 701 Lakhs for the previous year representing an
increase of 989.15%.

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, 2025, the Company had 13 subsidiaries, 3 associates and 6 joint venture companies.
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.

No Company became subsidiary, associate or joint venture during the year under review.

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

During the year under review, the authorized share capital of your Company increased by ' 3,75,00,00,000/-
from ' 1,25,00,00,000/- to ' 5,00,00,00,000/-. 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 per share.

The Company raised ' 12,11,99,79,680/- through preferential issue of Equity shares, compulsory convertible
debentures and convertible warrants of the Company by issuance of 4,95,74,360 Fresh Equity shares of Face
value of ' 10/- each per share at a premium ' 178/- per share, 2,50,000 compulsorily convertible debentures of
Face value of ' 10/- each per debenture at a premium ' 190/- per debenture and 1,25,00,000 warrants of Face
value of ' 10/- each per warrant at a premium ' 210/- per warrant.

Pursuant to above issuance your company has allotted 4,94,14,786 equity shares of Face value of ' 10/- each,
2,50,000 compulsorily convertible debentures of Face value of ' 10/- each and 1,25,00,000 warrants of Face
value of ' 10/- each per warrant out of which 62,50,000 warrants were converted into equity shares during the
financial year 2024-25, the paid up share capital of the Company was increased from ' 79,93,58,710/- consisting
of 7,99,35,871 Equity shares of ' 10/- each per share to ' 1,35,60,06,570/- consisting of 13,56,00,657 equity
shares of face value of ' 10/- each per share.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2024-25.

DIVIDEND

To conserve financial resources, the Board of Directors has not recommended any dividend for the financial year
ended March 31, 2025. Further, no amounts are proposed to be transferred to the General Reserve during
FY 2024-25.

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

There were no material changes and commitments have occurred between the end of the financial year of the
Company and the date of this report, which could affect the Company's financial position.

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 31,2025.

NON-CONVERTIBLE DEBENTURES

In FY 2024-25 your Company raised an aggregate amount of ' 42,80,00,000/- by way of issue of 428 unlisted,
secured, rated, redeemable, 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 2024-25. The
non-convertible debentures of ' 42,80,00,000/- are outstanding as on March 31,2025.

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.

DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Composition of the Board of Directors as on March 31, 2025, 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:

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 36th Annual General Meeting held on September 30, 2024, 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:

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 2024-25, our Board has met Eight (8) times and the meetings were held on April 22,
2024, May 24, 2024, July 30, 2024, August 13, 2024, November 14, 2024, February 14, 2025, March 13, 2025
and March 17, 2025.

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 24, 2024 and February 14, 2025, and the Directors
reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing
Regulations. All the Independent Directors attended the said meeting.

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 and the Committee of Director. 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

Provisions pertaining to Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility (CSR)
is not applicable to your Company during the financial year 2024-25.

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, 2025, 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, 2025 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

VIGIL MECHANISM FOR

THE DIRECTORS AND EMPLOYEES

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 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 I 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 32nd Annual General Meeting held on December 24, 2020 appointed M/s.
JBTM & Associates LLP, Chartered Accountants, (Firm Registration No. 100365W) as the Statutory Auditors of the
Company to hold office for the first term of 5 consecutive years i.e. from the conclusion of the 32nd Annual
General Meeting till the conclusion of the 37th Annual General Meeting to be held in the year 2025.

The re-appointment of M/s. JBTM & Associates LLP, Chartered Accountants (Firm Registration No.: W100365) is
included in the notice of the ensuing Annual General Meeting.

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, 2025

The statutory auditor given following qualification in their auditor's report for the year ended March 31,2025:
The Company has not having provided for Interest expense amounting to ' 7381.14 lakhs on certain
Inter-corporate deposits. Consequent to above, finance cost for the year ended 31st March, 2025 has been
understated by ' 7381.14 Lakhs resulting in a consequential increase in the profit for the year ended 31st March,
2025 to that extent.

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, 2025

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 2024-25 carried out by M/s. Mihen
Halani & Associates, (C.P. No. 12015), Company Secretaries, in Annexure II - '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 2024-25, 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 as per the
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
2024-25.

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 2025-26 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, 2025 is available on the website of the Company at www.hubtown.co.in, under the
section 'Investor Corner'.

Insolvency and Bankruptcy Code, 2016

The following proceedings are pending under the Insolvency and Bankruptcy Code, 2016:

GVFL Trustee Company Pvt. Ltd (Investor/Shareholder) Vs. Hubtown Ltd Comp. App. (AT) (Ins) No. 180
of 2023; Comp. App. (AT) (Ins) No. 181 of 2023; Comp. App. (AT) (Ins) No. 182 of 2023; and Comp. App. (AT)
(Ins) No. 183 of 2023. The matter pertains to exercise of put option (against shares held by GVFL in 4 Gujarat
based Bus Terminal Companies - Joint Ventures of Hubtown) against Hubtown Limited by the Appellant, claiming
the same to be a financial debt. The NCLT dismissed the Appellant's (GVFL) petition; aggrieved, GVFL has filed
appeals in the NCLAT. Hubtown has filed an interim application for dismissal of the appeals on grounds of
maintainability.

Other than the above, there are no other pending matters in NCLT / NCLAT against Hubtown Limited.

Details of one time settlement with banks or financial institutions:

During the financial year ended 31st March 2025, the Company has successfully settled all its Non-Performing
Asset (NPA) accounts. As a result, there are no NPAs outstanding in the Company's books as of the balance sheet
date.

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:

Foreign Exchange Earnings - Nil
Foreign Exchange Outgo - Nil

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, 2025.

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 III and Annexure IV 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, 2025 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

Date: August 12, 2025
Place: Mumbai

Hemant M Shah

Registered Office

Chairman

Hubtown Limited

DIN:00009659

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

R.K. Chemburkar Marg, Chembur (East), Mumbai, Maharashtra - 400 071.