Phoenix Township Ltd

To

The Members,

Phoenix Township Limited

Your Directors have pleasure in presenting their 31 st Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY The highlights of the financial results are given below:

Standalone:

Your Company recorded a turnover of Rs. 2954.443 Lakhs as against Rs. 2623.35 Lakhs in previous financial year. The Company registered profit before tax of Rs. 248.979 Lakhs for the financial year ended 31 st March, 2024 against a profit before tax of Rs. 99.25 Lakhs in the previous financial year and the Profit after Tax for the current year is Rs. 19,642.842 Lakhs as compared to Rs. 76.13 Lakhs incurred in the previous year. It resulted in considerable improvement in the performance during the year under review.

Consolidated:

Your Group earned total income of Rs. 2954.443 Lakhs during the period under review.

Your Group earned profit before tax of Rs. 245.871 Lacs and Profit after Tax of Rs. 19640.511 during the year under review.

The Company's performance and outlook for the year under review has been discussed in detail in Management Discussion and Analysis which forms a part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of your Company for the FY 2023-24 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited F inancial Statements of your Company and its subsidiary, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statements together with the Auditors' Report is forming part of the Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS

There is no change in the business activity of the Company.

4. DIVIDEND

Your Directors have recommended final Dividend of 2.5% i.e. Rs. 0.25/- per Equity Share of Rs. 10/- each and 1 % i.e. Rs. 0.10/- per preference share of Rs. 10/- each for the financial year ended March 31,2024.

5. TRANSFER TO RESERVE

The Profit for the Year of Rs. 19642.842Lakhs is credited to the Profit and Loss account.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the ends of the financial year i.e. 31st March, 2024 and as on the date of this report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

8. DETAILS OF S U B S I D I A R Y / J O I N T VENTURES/ASSOCIATE COMPANIES

The Company has l(one) Subsidiary as on March 31,2024:

Green First Estate Private Limited is engaged in the business of Real estate activities on a fee or contract basis.

The Company was incorporated on November 17,2023. The net loss for the year ended March 31,2024 was Rs. (3.11 Lakhs)

The Company does not have any associate and joint venture company. Pursuant to Section 129 of the Act read with Rule 5of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of Subsidiary Company in Form AOC-lis attached herewith as 'Annexure I' and forms part of this Report. The statement also provides highlights of the performance and financial position of the subsidiary and their contribution to the overall performance of your

Company in Form AOC-lis attached herewith as 'Annexure I' and forms part of this Report. The statement also provides highlights of the performance and financial position of the subsidiary and their contribution to the overall performance of your Company as per Rule 8(1) the Companies (Accounts) Rules, 2014.

The Audited Financial Statements of the said Subsidiary Company is available on Company's website and shall also be made available for inspection by any member at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy of the Audited Financial Statements of the Subsidiary Companies, may write to the Company Secretary of Company.

Pursuant to the provisions of Section 136 of the Act the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents are available on the Company's website.

9. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.

10. SHARE CAPITAL

As on 31" March, 2024, the Company is having an Authorized share capital of Rs. 28,00,00,000/- comprising of 202,00,000 Equity Shares of Rs. 10 each and 78,00,000 Preference shares of Rs. 10 each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March, 2024 is Rs. 13,98,42,600 and the Issued, Subscribed and Paid-up Preference Share Capital of the Company as on 31st March, 2024 is Rs. 76,966,080.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year2023-2024.

11. ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended, 3 l‘‘March, 2024, is available on the website of the Company at

http://www.hbgindia.com/Investor-Information.html

12. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is to maintain its objectivity and independence. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in "Annexure A" to this Report.

14. AUDITORS

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 28th September, 2022 re-appointed M/s. Bhatter & Company., Chartered Accountants (ICAI Firm Registration No. 131092W), as statutory auditors of the Company from the conclusion of 29th Annual General Meeting up to the conclusion of 34th Annual General Meeting to be held in the year2027 covering second term of five consecutive years.

M/s. Bhatter & Company, Statutory Auditor of the Company has audited books of account of the Company for the financial years ended March 31, 2024 and have issued the Auditor's Report thereon. There are no qualifications or reservation or adverse remarks or disclaimers in the said report.

The Statutory Auditors M/s. Bhatter & Company., Chartered Accountants have issued their reports on Standalone & Consolidated Financial Statements for the financial year 20232024.

No frauds have been reported by the Statutory Auditors during the financial year 2023-2024 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kothari H. & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for financial year ended 31" March, 2024. The Report of the Secretarial Audit s annexed herewith as "Annexure B".

INTERNALAUDITORS

Your Company had designated Bharat Gupta & Co. Chartered Accountants as an Internal Auditor of your Company, in compliance with the provisions of Section 138 of the Act and Rules framed thereunder.

Internal Audit Reports are reviewed by the Audit Committee of your Company at their meetings held during quarterly intervals. Internal Auditor carried out his functions as per the scope of work assigned and placed his reports at the meetings of the Audit Committee, during quarterly intervals.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported to the Audit Committee/Board pursuant to Section 143 (12) of the Act, any instances of frauds committed in your Company by its officers or employees, the details of which needs to be mentioned in this Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

• In accordance with provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013, Mr. Surendra Ambalal Dave (DIN: 07969034), who was appointed as an Independent Director of the Company at the board meeting dated 30* May, 2019 and members' approval regarding the same taken at 26* Annual General Meeting of the Company and who holds office up to 28* September, 2024 would now vacate the office due to completion of term of ten years. The Board of Directors had placed on record a deep appreciation n for the valuable services rendered by Mr. Surendra Ambalal Dave during his tenure as Independent NonExecutive Director of the Company.

• Mrs. Kavita Chajjer, Company Secretary had resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f 31" March, 2023, however, pursuant to Section 203 of the Companies Act, 2013 and on the recommendations of the Nomination and Remuneration Committee, the board has appointed Mrs. Hunny Mehta as Company Secretary & Compliance Officer of the Company w.e.f 14* August, 2023but due to personal reason she resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f 06111 February, 2024.

• Further to fill the vacancy arises due to resignation of company Secretary, the Board has appointed Ms. Mansi Thakkar as Company Secretary and Compliance Officer of the Company in their meeting held on 21" March, 2024.

B) Declaration by Independent Directors)

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided therein and also none of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

C) Formal Annual Evaluation

In compliance with the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the annual performance evaluation of the Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out in the separate meeting of Independent Directors.

Independent Directors, in their separate meeting, held on 12* February, 2024 reviewed performance of the Non Independent Directors, Board as a whole including committees. All the directors present participated in the discussion & suggested areas of improvement/changes. Assessment of Independent directors was shared with the Chairman of the Board. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors.

Criteria of performance evaluation of the Board and Directors are laid down by Nomination and Remuneration Committee (NRC) of the Company. The NRC decided to continue existing method of performance evaluation through circulation of performance evaluation sheets. An assessment sheet based on SEBI Guidance Note dated January 05, 2017, containing the parameters of

performance evaluation along with rating scale was circulated to the Directors. Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out performance evaluation of its own, evaluation of working of the Committees and performance evaluation of all Directors in aforesaid manner.

D) Familiarization Program for Independent Directors

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company's familiarization program for Independent Directors is posted on the Company's website www.hbgindia.com

E) Meetings of the Board of Directors

The Company held a minimum of one Board meeting in every quarter. The details of the Meetings held during the financial year are given in the Corporate Governance Report

16. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

17. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178. Kindly refer to section on Corporate Governance, under the head, 'Nomination & Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Brief of the Company's Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is attached as "Annexure - C" to this report.

18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES.

The Company has a vigil mechanism to deal with instance of fraud and / or mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

19. CORPORATE SOCIALRESPONSIBILITY(CSR)

The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to Company.

20. SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Company's business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.

21. BUSINESS RISK MANAGEMENT

Your Company has a robust Risk Management policy. The Company through a Steering Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report, which is a part of this Report.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.hbgindia.com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No significant Material Related Party Transactions were entered dining the year by your Company and therefore, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 enclosed as annexure Annexure - D.

All related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee, were placed before the Audit Committee on a quarterly basis for its review.

Further, details of related party transactions as per Indian Accounting Standard - 24 (IND AS 24) and Schedule V of the Listing Regulations containing name of the related party and details of the transactions entered with such related party are given under Note 37 forming part of the Notes to Account of the Standalone Financial Statements which forms part of this Annual Report.

24. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://www.hbgindia.com/

25. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure - E".

During the financial year 2023-2024, there were no employee in the Company whose particulars are required to be given in terms of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26 CORPORATE GOVERNANCE CERTIFICATE & REPORT ON CORPORATE GOVERNANCE:

Certificate from the Auditors of the Company, M/s. Kothari H. & Associates, practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

27. POLICIES:

All the policies are available on the website of the Company i.e.www.hbgindia.com.

28. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

29. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as (mentioned in the Notes to the financial statements) have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 " March, 2024 and of the Profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been 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) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

30. COMPLIANCE WITH SECRETARIAL STANDARD:

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings ofthe Board of Directors' and 'General Meetings' respectively.

31. OTHERDISCLOSURES

i. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016(31of2016) during the year along with their status as at the end of the financial year is not applicable; and

ii. 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.

32. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of Sexual harassment of Women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Accordingly, an Internal Complaint Committee has been formed and the policy on 'Anti-Sexual Harassment' is posted on the website of the Company at www.hbgindia.com.

Matters handled by Internal Complaint Committee during the year2023-2024, are as follows: -

• Number of complaints on sexual harassment received during the year: NIL

• Number of complaints disposed of during the year: N. A.

• Number of cases pending for more than 90 days: N. A.

• Nature of action taken by the Employer: N. A.

• Number of Workshops: NIL

33. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all the Board Members and Senior Management of the Company which is posted on the website of the Company. As per the requirement of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) the Board Members and Senior Management have affirmed compliance with the Code of Conduct. The Code lays down the standard of conduct which is expected to be followed by the Directors and by the employees in their business dealings and in particular on matters relating to integrity in work place, in business practices and in dealing with stakeholders.

34. ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers and members and the society at large. The Directors also thank Governments of various countries, Government of India, Government of Goa, Government of Maharashtra and concerned Government Departments/Agencies for their co-operation. Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees of the company at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possible, despite the challenging environment.