Your Directors present the Ninetieth Annual Report and Audited Financial
Statements of the Company for the Financial Year ended on 31^st March, 2026.

1. Financial Highlights:

("Amount in Lakhs)

2. Dividend:

The Board of Directors of the Company do not recommend payment of any
dividend on Equity Shares of the Company for the Financial Year ended
on 31^st March, 2026.

3. Transfer to Reserves:

The Board of Directors of the Company has not transferred any amount to
the General Reserves for the year under review.

4. Operations of the Company:

The Company is engaged in the business of providing administrative and
allied services to Baja] Group Entities only.

5. Change in Nature of Business:

There was no change in the nature of business of the Company during the
year.

Detailed information on Company's operations and state of affairs is
covered in the report on Management Discussion and Analysis annexed to
the Directors' Report as Annexure-B.

6. Share Capital:

The paid up Equity Share Capital of the Company was Rs. 6.05 lakhs as on
31^st March, 2026. There was no public issue, rights issue, bonus issue or
preferential issue etc. during the year. The Company has not issued any
shares with differential voting rights, sweat equity shares nor has it
granted any stock options during the year.

7. Annual Return:

Extracts of the Annual Return as provided under sub-section (3) of Section
92 of the Companies Act, 2013 (the 'Act'), read with Companies
(Management and administration) Rules, 2014, in the prescribed form, is
placed on the Company's website and can be accessed at
www .hhclbajaj. com.

8. Number of Meetings of the Board:

During the year, 4 (Four) meetings of the Board of the Directors of the
Company were convened and held on 23^rd May 2025, 30^th July, 2025,13^th
November, 2025 and 12^th February, 2026.

9. Directors' Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, the Board of Directors of the Company hereby state and confirm
that:

(a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departures have been
made therefrom;

(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 for the financial year ended as at 31^st March, 2026 and of
the profit of the Company for the said period;

(c) the Directors have taken proper and sufficient care 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 Directors have 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 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 are
adequate and operating effectively.

10. Details in respect of Frauds reported by Auditors under Section 1431121 of
the Act:

During the year under review, there were no frauds reported by the
Statutory Auditors or Secretarial Auditor to the Audit Committee or the
Board of Directors under Section 143(12) of the Companies Act, 2013.

11. Declaration of Independence:

The independent directors have submitted their declaration of
independence, as required under Section 149(7) of the Act stating that they
meet the criteria of independence as provided in Section 149(6) of the Act,
as amended and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (The SEBI Listing
Regulations, 2015'), as amended.

The independent directors have also confirmed compliance with Section
150 of the Companies Act, 2013 read with Rule 6 of Companies
(Appointment and Qualifications of Directors) Rules, 2014, as amended,
relating to inclusion of their name in the databank of independent directors
of Indian Institute of Corporate Affairs.

Further, the Independent Directors have confirmed that they have
complied with the Code for Independent Directors prescribed under
Schedule IV to the Companies Act, 2013.

12. Remuneration Policy:

The Board on the recommendation of the Nomination and Remuneration
Committee had framed a Remuneration Policy which includes (a) criteria
for determining the qualifications, positive attributes and independence of
a director and (b) matters relating to the remuneration for directors, key
managerial personnel and other employees. The detailed Remuneration
Policy is placed on the Company's website www.hhclbajaj.com.

13. Particulars of Loans, Guarantees and Investments:

The Company has not given any loans/guarantees to any body corporate
or persons or other entities during the financial year. The Company does
not have any investments covered under the provisions of Section 186 of
the Companies Act, 2013 is given in detail in the financial statements
annexed to this Report.

14. Related Party Transactions:

There were no related party transactions entered into by the Company
during the financial year which attracted the provisions of Section 188 of
the Companies Act, 2013 as all the related party transactions that were
entered into by the Company during the year were on an ami's length basis
and were in the ordinary course of the Company's business. Hence there
are no transactions which are required to be disclosed in Form AOC-2.

15. Material Changes and Commitments:

There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end
of the financial year of the Company and the date of this Report.

16. Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo:

The Company being a Service Company and not having carried out any
manufacturing activities during the year under review, the disclosures
pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo, are not applicable to the Company during
the year under review.

Further, there were no foreign exchange earnings or outgo during the year
under review.

17. Deposits:

The Company has not invited, accepted or renewed any deposits within
the meaning of the provisions of Sections 2(31) and 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014,
during the year under review.

18. Significant and Material Orders passed by the Regulators or Courts:

There were no significant and material orders passed by the Regulators
and Courts or Tribunals during the year under review which would
impact the going concern status of the Company and its future operations.

19. Risk Management Policy:

The Board has laid down procedures for assessing the risk and procedure
to be followed for risk minimization, including identification therein of
elements of risk which may threaten the existence of the Company. These
are periodically reviewed to ensure that Management identifies and
controls risk through a properly defined framework.

20. Corporate Social Responsibility:

The Company has not crossed the threshold limits as specified in Section
135 of the Companies Act, 2013. Hence, the provisions of Section 135 of the
Companies Act, 2013 relating to CSR activities which need to be
undertaken by a Company are not applicable to the Company.

21. Performance Evaluation of the Board, its Committees, the Chairman and
Individual Directors:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the
Board has carried out an annual performance evaluation of its own
performance, and that of its Committees and individual Directors. The
manner in which such formal annual evaluation was made by the Board is
given below:

• Performance Evaluation Criteria for Board, Committees of the Board
and Directors were approved by the Board at its meeting held on 27th
March, 2015.

• Based on the said criteria, Annual Rating sheets were filled by each of
the Directors with regard to evaluation of performance of the Board,
its Committees and Directors (except for the Director being evaluated)
for the year under review.

• A consolidated summary of the Ratings given by each of the Directors
was then prepared, based on which a Report of performance
evaluation was prepared by the Chairman of the Nomination &
Remuneration Committee in respect of the performance of the Board,
its Committees and Directors during the year under review.

• The Report of performance evaluation so arrived at was then noted
and discussed by the Nomination & Remuneration Committee and
Board at their respective meetings held on 21st May, 2026.

The Independent Directors of the Company met separately on 26^th March,
2026. The Independent Directors discussed the following:

i) review the performance of non-independent directors and the
Board as a whole.

ii) review the performance of the Chairman of the Company, taking
into account the views of non-executive directors.

iii) assess the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

22. Adequacy of Internal Financial Controls:

Internal financial controls with reference to the financial statements
were adequate and operating effectively.

23. Directors and Key Managerial Personnel:1. Directors liable to retire by rotation:

Rakesh Gupta (DIN: 01827116), Non-Executive & Non-Independent
Director of the Company, retires by rotation and being eligible offers
himself for re-appointment. The Board of Directors of the Company
recommends his reappointment.

Brief details of Rakesh Gupta are given in the notice of the Annual General
Meeting.

2. Key Managerial Personnel:

In terms of provisions of the Section 203 of the Companies Act, 2013, Ms.
Johanna Louis, Company Secretary and Shri Vijay Kumar Bohra, Chief
Financial Officer are the Key Managerial Personnel of the Company.

24. Board of Directors:Composition:

As per the provisions of Section 149 of the Companies Act, 2013 read with
the Rules made thereunder, the Company is required to have at least one
third of the total number of Directors as Independent Directors and at least
one Woman Director on its Board.

As on 31^st March, 2026, the Board of Directors of the Company consisted of
Five Directors, out of which two were Independent Director, one Executive
Woman Director and two Non-Executive Non-Independent Directors as
per details given in the table below. The Board has no Institutional
Nominee Directors. The Company has a Non-Executive Chairman.

25. Board Committees:i) Audit Committee

Pursuant to the Section 177 of the Companies Act, 2013, an Audit
Committee was constituted by the Board of Directors at its meeting held
on 5^th February, 2015 and subsequently was reconstituted at the Board
Meetings held on 13^th August, 2019,3^rd February, 2020,12^th February, 2021,
13^th May, 2022 and 29^th January, 2025 with the following members:

a) Mahendra Gohel (Chairman)

b) Minal Bajaj (Member)

c) Jayavanth Mallya (Member)

Number of Meetings:

During the FY 2025-2026, the Committee met 4 (four) times, viz. 23^rd May,
2025, 30^th July, 2025,13^th November, 2025 and 12^th February, 2026. The gap
between any two meetings has not been more than one hundred and
twenty days.

ii) Nomination and Remuneration Committee

Pursuant to the Section 178 of the Companies Act, 2013, a Nomination and
Remuneration Committee was constituted by the Board at its meeting held
on 5^th February, 2015 and subsequently was reconstituted at the
amendments made in constitution of Nomination and Remuneration
Committee at Board Meetings held on 13^th August, 2019, 3^rd February,
2020,12^th November, 2021,13^th May, 2022 and 29^th January, 2025 with the
following members:

a) Rakesh Gupta (Chairman)

b) Mahendra Gohel (Member)

c) Jayavanth Mallya (Member)

d) Nikhil Tarkas (Member)

Number of Meetings:

During the FY 2025-2026, the Committee met once i.e. on 23^rd May, 2025.

26. Vigil Mechanism/Whistle - Blower Policy

Pursuant to the Section 177(9) of the Companies Act, 2013, read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 a Vigil
Mechanism Policy had been framed. The policy is placed on the website of
the Company www.hhclbajaj.com.

27. Presentation of Financial Statements:

The financial statements of the Company for the financial year ended on 31^st
March, 2026 have been disclosed as per Division II of Schedule III to the
Companies Act, 2013.

28. Indian Accounting Standards, 2015:

The annexed financial statements comply in all material aspects with Indian
Accounting Standards (Ind AS) notified under Section 133 of the Companies
Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and other
relevant provisions of the Act.

29. Statutory Disclosures:

1) Disclosure of Particulars as required to be given under Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 are as follows:

(a) The Company pays remuneration to its Executive Director. The
Company does not pay any remuneration to its Directors except
payment of sitting fees for attending meetings of the Board of
Directors and its Committees as a member thereof. However, the
Executive Director is not entitled to payment of any sitting fees for

attending any of the meetings of the Board of Directors and its
Committees as a member thereof.

(b) The Company did not have any employee whose particulars are
required to be given by it under Rule 5(2) and 5(3) of the aforesaid
Rules.

(c) The details of the remuneration paid by the Company to the
employees during the financial year as required to he given under the
provisions of Section 197 (12) of the Companies Act, 2013, read with
Rule 5 (1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, are annexed to this Report as
Annexure-A.

2) A Cash Flow Statement of the Company for the Financial Year 2025-2026
is attached to the Balance Sheet.

30. Details of application made or proceedings pending under the Insolvency
and Bankruptcy Code, 2016:

During the financial year under review, no application was made and no
proceeding was pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

31. Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014:

The Company has not availed any loans from banks or financial institutions
during the financial year. Accordingly, the disclosure required under Rule
8(5)(xii) of the Companies (Accounts) Rules, 2014, relating to one-time
settlements and differences in asset valuations, is not applicable to the
Company.

32. Subsidiaries, Associates and Joint Ventures:

The Company does not have any subsidiaries, associates or joint venture
companies.

33. Corporate Governance:

As per Regulation 15 under Chapter IV of the SEBI Listing Regulations,
provisions relating to Corporate Governance as specified in Regulations 17
to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Paras
C, D and E of Schedule V do not apply to the Company as the paid up equity

share capital of the Company did not exceed Rs.10 crores and the Net Worth
of the Company did not exceed Rs. 25 crores as on 31^st March, 2026.

34. Prevention. Prohibition and Redressal of Sexual Harassment of Women
at Workplace (POSH Act):

The Company has adopted a policy on prevention, prohibition and redressal
of sexual harassment at the workplace, which applies to all employees of the
Company. The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act") and rules made thereunder. The policy
is placed on the website of the Company www.hhclbajaj.com.

The following is a summary of sexual harassment complaints during the
financial year:

35. Compliance relating to the Maternity Benefit Act, 1961:

The Company has complied with the applicable provisions of the Maternity
Benefit Act, 1961, as amended from time to time. The Company is
committed to providing maternity benefits and ensuring a supportive and
inclusive work environment for eligible employees in accordance with the
applicable laws.

36. Investor Education and Protection Fund (IEPF)A. Details of the transfer/s to the IEPF, if any, made during the year as

mentioned below:

i) amount of unclaimed/unpaid dividend and the corresponding
shares: Not Applicable;

ii) details of the resultant benefits arising out of shares already
transferred to the IEPF: Not Applicable;

iii) year wise amount of unpaid/unc laimed dividend lying in the
unpaid account upto the Year and the corresponding shares, which

are liable to be transferred to the IEPF, and the due dates for such
transfer: There were no unpaid/unclaimed dividend lying in the
unpaid account upto the end of the financial year on 31^st March,
2026. However, the following equity shares corresponding to the
unpaid/unclaimed dividends which have been already transferred
by the Company to the IEPF in the previous years, are hable to be
transferred by the Company to the IEPF:

B. Details of the Nodal Officer

Pursuant to Rule 7(2A) of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the
Board appointed Vijay Bohra, CFO as the Nodal Officer with effect from
1st October, 2019 for verification of claims and coordination with the
Investor Education and Protection Fund Authority.

The details of the Nodal Officer are available on the Company's website
www .hhclbajaj. com.

37. Transfer of Shares to Unclaimed Suspense Account:

Pursuant to the provisions of Regulation 39(4) of the SEBI Listing
Regulations, 2015 read with Schedule VI thereto, the Company had
transferred 717 Unclaimed Bonus Equity Shares of 23 shareholders of the
Company, in electronic form to the beneficiary account titled "The
Hindustan Housing Company Limited - Unclaimed Suspense Account with
Stock Holding Corporation of India Ltd. in November, 2018.

Since then and during the year under review i.e. FY 2025-2026, no
shareholders have approached the Company for transfer of shares from the
aforesaid suspense account.

Hence the aggregate number of shareholders and the outstanding shares in
the suspense account at the end of the year remain the same as stated
hereinabove.

The voting rights on these shares shall remain frozen till the rightful owner
of such shares claims the shares.

38. Secretarial Standards of ICSI:

The Company is in compliance with the applicable provisions of Secretarial
Standard-1 on Meetings of the Board of Directors and Secretarial Standard-
2 on General Meetings, as issued by the Institute of Company Secretaries of
India (ICSI) and approved by the Central Government.

39. Auditors:(a) Statutory Auditors:

The current auditors, viz. M/s M M NISSIM & CO LLP, Chartered
Accountants (Firm Registration No: FRN 107122W/W100672) were
appointed for a first term by the members at the 85^th (Eighty-Fifth) Annual
General Meeting held on 30^th September, 2021 to hold office for a period of
5 consecutive years until the conclusion of this 90^th (Ninetieth) Annual
General Meeting.

M/s M M NISSIM & CO LLP, Chartered Accountants are eligible to be
reappointed as Statutory Auditors of the Company for a second term of five
years.

The Board of Directors at its meeting held on 21^st May, 2026, based on the
recommendation of the Audit Committee has recommended the
appointment of M/s M M NISSIM & CO LLP, Chartered Accountants (Firm
Registration No: FRN 107122W/W100672) as the statutory auditors of the
Company subject to the approval by the members at the ensuing Annual
General Meeting.

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013 M/ s
M M NISSIM & CO LLP have consented to the said appointment and
confirmed that their appointment, if made, would be in accordance with the
provisions of the Act and the Rules framed thereunder and that they satisfy
the criteria provided in Section 141 of the Companies Act, 2013.

The Members are requested to re-appoint M/s M M NISSIM & CO LLP,
Chartered Accountants as the statutory auditors of the Company for a

second term of five consecutive years from the conclusion of ensuing
Annual General Meeting till the conclusion of 95^th (Ninety-Fifth) Annual
General Meeting, on such remuneration as may he decided by the Board of
Directors in consultation with the Statutory Auditors of the Company.

The Statutory Audit Report does not contain any qualification, reservation
or adverse remark or disclaimer made by the Statutory Auditor.

(b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and
the Rules made thereunder, the Company has appointed M/s KPUB & Co.,
Company Secretaries (Firm Registration No. P2015MH069000) to undertake
the Secretarial Audit of the Company. Secretarial Audit Report for the FY
2025-2026 issued by them in the prescribed form MR-3 is annexed to this
Report as Annexure-C.

The Company is reviewing and updating its internal policies and the Code
of Conduct to ensure compliance with the applicable provisions of the SEBI
Regulations and the Companies Act, 2013.

Annual Secretarial Compliance Report:

The Company is not required to submit the Annual Secretarial Compliance
Report to BSE Ltd. as prescribed pursuant to SEBI Circular dated 8^th
February, 2019 as the provisions relating to the Corporate Governance of the
SEBI Listing Regulations are not applicable to the Company.

(c) Cost Audit:

The requirement of maintenance of Cost Records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013
is not applicable to the Company.

For and on behalf of the Board of Directors
The Hindustan Housing Company Ltd.

(Mahendra Gohel)

Chairman
(DIN: 09425947)

Mumbai: 21^st May, 2026