The Directors are pleased to present herewith the 42^nd Annual Report of your Company, Poddar Housing and
Development Limited along with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2024.

(Rs. in Lakhs)

PERFORMANCE DURING THE YEAR

The standalone revenue from operations for the financial
year 2023-2024 stood at Rs. 5,809.45 lakhs as compared
to Rs.2,628.55 lakhs in the previous year. During the
year under review the company has incurred a net Loss
of Rs. 4,261.10 lakhs after tax as compared to the loss of
Rs. 6,828.44 lakhs in the previous year.

The consolidated revenue from operations for the year
under review stood at Rs. 5,816.14 lakhs as compared to
Rs. 2,755.45 lakhs in the previous year. The Consolidated
net loss after tax for the year stood at Rs. 4,454.82 lakhs
as compared to Rs. 5,690.65 lakhs in the previous year.

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 the Company for
the FY 2023-2024 have been prepared in compliance
with applicable Indian Accounting Standards and on the
basis of Audited Financial Statement of the Company
and its subsidiaries, as approved by the respective
Board of Directors ("Board"). The Consolidated
Financial Statements together with the Auditors' Report
are forming part of this Annual Report.

The Consolidated Financial Statements of the Company
are prepared in accordance with relevant Indian
Accounting Standards issued by the Institute of
Chartered Accountants of India forms an integral part
of this Report.

TRANSFER TO GENERAL RESERVE

During the year under review, there was no amount
transferred to reserves of the Company.

DIVIDEND

As per the Dividend Distribution Policy, dividend
payout would have to be determined based on
available financial resources, investment requirements
and taking into account optimal shareholder return.
Within these parameters with a view for expansion of
resources, your Directors have thought it prudent not to
recommend any dividend for the financial year ended
March 31, 2024 as the Company has incurred losses.

The Dividend Distribution Policy containing the
requirements mentioned in Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") can also be
accessed on the Company's website at the weblink
https://www.poddarhousing.com

CHANGE IN NATURE OF BUSINESS

During the financial year 2023-2024 there has been no
change in nature of business

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

In compliance with Section 134(3) (l) of the Act, there
are no material changes and commitments/events
subsequent to the date of financial statements till the
date of this report, affecting the financial position of the
company.

The Company continues to maintain a positive outlook
for the next financial year and will continue to monitor
changes in future economic conditions.

CREDIT RATINGS

During the reported period your Company has not
obtained any Credit Ratings

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY AND FINANCIAL CONTROLS

The Company has an effective Internal Control System,
which commensurate with the size and scale of its
operations.

The Company has in place adequate internal financial
controls for ensuring efficient conduct of its business in
adherence with laid-down policies; safeguarding of its
assets; prevention and detection of frauds and errors;
accuracy and completeness of the accounting records; and
timely preparation of reliable financial information, which
is commensurate with the operations of the Company.

M/s. Sunny Shah & Co., Chartered Accountants,
are appointed with scope of the Internal Audit duly
approved by the Audit Committee. To maintain its
objectivity and independence, the Internal Auditor
reports to the Audit Committee. The Internal
Auditor evaluates the adequacy of the internal
control system in the Company on the basis of
statement of operations procedure, instruction
manuals, accounting policy and procedures. Based
on the report, corrective action, significant audit
observations and corrective actions thereon are
presented to the Audit Committee of the Board.

The statutory auditors are also required to issue the
Independent Auditor's Report. The report issued
thereupon has been attached along with the Standalone
and Consolidated Financial Statements, respectively.
The Board believes that systems in place provide a
reasonable assurance that the Company's internal
financial controls are designed effectively and are
operating as intended.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return in Form MGT-9
containing details as on the financial year ended March
31, 2024 as required under Section 92 (3) of the Companies
Act, 2013, read with the Companies (Management and
Administration) Rules 2014, is available on website at
https://www.poddarhousing.com

Listing / Delisting of equity shares

During the financial year 2023-2024, the Company
has not delisted any equity shares on any of the stock
exchange. The number of equity shares listed on the

exchanges remained unchanged throughout the year.

SHARE CAPITAL

During the year under review, the authorized share
capital of your Company has been increased from Rs.

7.00. 00.000/- (Rupees Seven Crores only) divided in to

70.00. 000 (seventy lakhs) equity shares of Rs. 10/- each
to Rs. 10,00,00,000/- (Rupees Ten Crores only) divided
in to 1,00,00,000 (one crore) equity shares of Rs. 10/- each

During the year under review, the Company has issued
and allotted 9,51,437 equity shares of Rs. 10/- each fully
paid at a price of Rs. 160/- per share on preferential basis.

Consequent to this allotment, the issued, subscribed
and paid up capital of the Company has been increased
to Rs. 7,26,68,370/- (Rupees Seven Crores Twenty Six
Lakhs Sixty Eight Thousand Three Hundred Seventy
only) divided in to 72,66,837 equity shares of Rs. 10/-
each fully paid.

Internal Auditors and Internal Audit Report

M/s. Sunny Shah & Company, Chartered Accountants
(Firm Registration No. 140697W), Mumbai were
appointed as Internal Auditors of the Company for
conducting Internal Audit for the financial year 2023¬
2024. The quarterly Internal Audit Reports were
discussed by the Audit Committee and Board of
Directors in their respective meetings.

Further, the Board of Directors has approved the
re- appointment of M/s. Sunny Shah & Company,
Chartered Accountants (Firm Registration No.
140697W), Mumbai as Internal Auditors at their meeting
held on 23^rd October, 2023 for conducting the Internal
Audit of the Company for the financial year 2023-2024.

INDUCTION OF STRATEGIC & FINANCIAL PARTNERS
DURING THE YEAR

During the year under review, the Company has not
inducted any strategic and financial partners.

SUBSIDIARY, JOINT VENTURES OR ASSOCIATES

The group entities of the Company continues to play a
pivotal role in driving the overall revenue growth and
performance of your Company.

The Company has 1 wholly owned subsidiary and one
joint venture as on March 31, 2024. There has been
no material change in the nature of the business of the
subsidiaries and associate company.

MATERIAL SUBSIDIARIES: As required under
Regulation 16(1)(c) and 46 of the Listing Regulations,
the Board of Directors has approved the Policy on
Determination of Material Subsidiaries ("Policy"). The
said policy is available on the website of the Company
and can be accessed at www.poddarhousing.com

DETAILS OF SUBSIDIARY/ JOINT VENTURES ,
ASSOCIATE COMPANIES/ AND ITS PERFORMANCE

The Company has one subsidiary and a Joint Venture
Company as follows:

Wholly Owned Subsidiary

1) Poddar Habitat Private Limited
Joint Venture:

1) Viva Poddar Housing Private Limited

Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013, read with rule 5
of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to Subsidiary Companies is given
herein below:

The audited financial statements, the Auditors Report
thereon and the Board's Report for the year ended 31^st
March, 2024 for the above subsidiary are available on
the Company's website: www.poddarhousing.com.

The Company will make available, the audited financial
statements of the subsidiary Company i.e Poddar
Habitat Private Limited to any member of the Company
on a request from a member.

FINANCE

Cash and cash equivalent as at 31^st March 2024, was Rs.
101.16 lakhs. During the year, the Company continues
to focus on judicious management of its construction
finance, Inter Corporate Deposit Receivables,
inventories and other working capital parameters were
kept under strict check through continuous monitoring

SIGNIFICANT MATERIAL ORDER PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS
AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by

any regulators, courts or tribunals which would impact
the going concern status of the company and also the
Company's future operations.

DEPOSITS

The Company has not accepted any Deposit covered
under Section 73 of the Companies Act, 2013 and The
Companies (Acceptance of Deposit) Rules, 2014.

Details relating to deposits to be confirmed pursuant to
Rule 8 of Companies (Accounts) Rules, 2014:

(a) accepted during the year - Nil

(b) remained unpaid or unclaimed as at the end of the
year - Nil

(c) any default in repayment of deposits or payment of
interest thereon during the year and if so, number
of such cases and the total amount involved - Not
Applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into

by the Company during the financial year 2022-2023
were on an arm's length basis and were in the ordinary
course of business. There are no materially significant
related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel
which may have a potential conflict with the interest of
the Company at large.

All related party transactions are placed before the
Audit Committee and also the Board for approval. The
transactions entered into pursuant to the prior approval
so granted are audited and a statement giving details
of all related party transactions is placed before the
Audit Committee and the Board of Directors for their
approval on a quarterly basis.

The Company has formulated a Related Party
Transactions Policy for purpose of identification and
monitoring of such transactions. The policy on Related
Party Transactions as approved by the Board is uploaded
on the Company's website at www.poddarhousing.
com. The particulars as required under the Companies
Act, 2013 is furnished in this report.

PARTICULARS OF LOANS, INVESTMENTS AND
GUARANTEES

Loans, guarantees and investments covered under
section 186 of the Companies Act, 2013 are detailed in
Notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

As required under section 135 of the Companies Act,
2013, the Company has formed CSR committee and
in past Company has spent funds by undertaking the
specified and permissible activities for education, health
and public hygiene under various CSR activities.

During the financial year, 2020-2021, 2021-2022 and

2022- 2023, the Company had operational losses and
hence there is no CSR liability for the financial year

2023- 2024.

Information on the composition of the Corporate Social
Responsibility (CSR) Committee is provided in the
Corporate Governance Report that forms part of this
Report .

Investor Relations (IR)

Your Company always believes in striving hard to
achieve excellence and leading from the front with
adhering to best practices in IR while maintaining
a relationship of trust with investors and all the
stakeholders. In the FY2023-24, your Company increased
its interaction with investors and stakeholders. The
leadership, including the Chairman, CEO, NEDs
& CFO while their interaction with stakeholders
communicated for the growth potential of business,
capital allocation, plan for scaling up growth gems and

various CSR activities. Your Company ensures that
critical information about the Company is available to
all the investors by uploading all such information on
the Company's website and through exchange filings.

Cyber Security

In view of the increased cyberattack scenarios, the
cyber security maturity is reviewed periodically and
the processes, technology controls are being enhanced
in-line with the threat scenarios. Your Company's
technology environment is enabled with real time
security monitoring with requisite controls at various
layers starting from the end user machines to network,
application and the data.

During the year under review, your Company did not
face any cyber security issues.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code")
to regulate, monitor and report trading in the Company's
shares by the Company's designated persons and their
immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. The Code, inter
alia, lays down the procedures to be followed by
the designated persons while trading/dealing in the
Company's shares and sharing Unpublished Price
Sensitive Information ("UPSI"). The Code covers the
Company's obligation to maintain a digital database,
mechanism for prevention of insider trading and
handling of UPSI, and the process to familiarize with
the sensitivity of UPSI. Further, it also includes code
for practices and procedures for fair disclosure of UPSI
which has been made available on your Company's
website and link for the same is given in this report.
The employees are required to undergo a training/
certification on this Code to sensitize themselves and
strengthen their awareness.

Structured Digital Database for UPSI

The Company has in place a structured digital database
("SDD") wherein details of persons with whom UPSI is
shared on need to-know basis and for legitimate business
purposes is maintained with time stamping and audit
trails to ensure non-tampering of the database. The
SDD is maintained internally by the Company and is
not outsourced in accordance with the provisions of the
PIT Regulations. The Secretarial Auditor has confirmed
the compliance by the Company with the SDD in
their ASCR. Awareness initiatives on Prevention of
Insider Trading is taken by the Company amongst the
designated persons on the applicability, reporting and
other compliances to be adhered to, closure of Trading
window, protection of UPSI, maintenance of Structured
Digital Database, do's and don'ts, etc. The Company

also has a dedicated e-mail ID that can be reached by the
Designated Persons for FAQs, queries and clarifications
on the said Code, Policies and Regulations. There exists
a process to include/ exclude Designated Persons under
the Code. Guidance is given to designated persons on
requisite compliances Review of the Insider Trading
compliances a detailed report comprising details of
trading plans submitted, if any, pre-clearances given
by compliance officer, trades carried out and reported
to the stock exchanges, trading window closure period,
details of violations, if any observed, confirmation on
maintenance of Structured Digital Database, etc. as
recommended in guidance note issued by The Institute
of Company Secretaries of India on the PIT Regulations
is submitted to the Audit Committee and the Board
of the Company for its review on a quarterly basis.
Violations, if any, are reported to the Audit Committee.
The Audit Committee on an annual basis also reviews
and confirms that the systems for internal control
for Insider Trading are adequate and are operating
effectively in compliance with the PIT Regulations. 31.

Other Disclosures

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there
were no transactions on these matters during the year
under review:

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

RISK MANAGEMENT POLICY

The Audit Committee closely monitors all risks that
could have a negative impact on the Company. PHDL
Management Team encompasses practices related
to the identification, analysis, evaluation, treatment,
mitigation and monitoring of the strategic, operational,
legal and compliance risks to achieving our key
business objectives. Risks which were reviewed by the
Audit Committee are Liquidity Risk, Regulatory Risk,
Property Market Risk, Macro Economic Risk and Land
title risk. The focus of risk management is to assess risks
and deploy mitigation measures.

In accordance with Regulation 17(9) SEBI (Listing
Obligations and Disclosures Requirements) Regulation,
2015 (herein after called Listing Regulations) the Board
members have formally adopted steps for framing,
implementing and monitoring the risk management plan
for the Company. Risk assessment and minimization
procedures are set out to achieve the key objectives.

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the
businesses and functions are systematically addressed
also discussed at the meetings of the Audit Committee

and the Board of Directors of the Company.

WHISTLE BLOWER POLICY

The Company has implemented a whistle blower
policy, whereby employees, Directors and other
stakeholders can report matters such as generic
grievances, misconduct and misappropriation of
assets and non-compliance of code of conduct to the
Company. The policy safeguards the whistle blowers to
report concerns or grievances and also provides direct
access to the Chairman of the Audit Committee. The
Vigil Mechanism Policy is available at the website of
the company: www.poddarhousing.com. The policy
focuses on promoting ethical behavior in all its business
activities and encourages employees to report concerns
and unethical behavior, actual or suspected fraud
or violation of the company's code of conduct and
ethics. Under the said mechanism, employees are free
to report violations of applicable laws and regulations
and the Code of Conduct. It also provides for adequate
safeguards against the victimization of persons who use
this mechanism.

The functioning of the Vigil Mechanism is reviewed by
the Audit Committee from time to time. The Company
affirms that no director/ employee of the Company
has been denied access to the Chairman of the Audit
Committee and that no compliant was received during
the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe
and harassment-free workplace for every individual
through various interventions and practices. The
Company always endeavors to create and provide
an environment that is free from discrimination and
harassment, including sexual harassment.

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Internal
Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All
employees of the Company are covered under this policy.

Statement of the Complaints, if any received by the
Company

CHANGE IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Directors:

In accordance with the provisions of Section 152 of the
Act and the Company's Articles of Association Mr.
Richard Wilson (DIN 10577178) retires by rotation at
the forthcoming Annual General Meeting, and being
eligible offer himself for re-appointment.

The Board recommends his re-appointment for the
consideration of the Members of the Company at
the forthcoming AGM on the terms and conditions
mentioned in the Notice convening the AGM.

During the year under review, Mr. Ravindra Kala, an
Independent Director has resigned with effect from 7^th
January, 2024 and Ms. Nishi Jain, Independent Woman
Director has resigned with effect from 14^th March, 2024.

Mr. Dipak Kumar Poddar, Executive Chairman and
Director of the Company has tendered his resignation
from the post of Executive Chairman and Director of
the Company with effect from the closing hours of 15^th
April, 2024.

The Board of Directors place on record, the contribution
made by Mr. Ravindra Kala, Ms. Nishi Jain and Mr.
Dipak Kumar Poddar during their tenure as Directors
of the Company.

The Board of Directors have subject to members
approval, appointed Mr. Richards Wilson as an
Additional Director of the Company with effect from
3^rd May, 2024 and Ms. Meenakshi Saini as an Additional
Independent Woman Director of the Company with
effect from 5^th June, 2024.

The members of the Company have through postal ballot
approved the appointment of Mr. Richard Wilson as
Non-Executive Director designated as Chairman of the
Company and Ms. Meenakshi Saini as an Independent
Woman Director of the Company. The results of the
postal ballot were declared on 1^st August, 2024.

The Independent Directors confirmed that they are not
aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with
an objective independent judgement and without any
external influence.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfill the
conditions specified in the Act as well as the Rules made
thereunder and are independent of the management.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of Independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)
(b) and 25 of Listing Regulations. The Independent
Directors have also confirmed that they have complied
with the Company's code of conduct. In the opinion
of the Board of Directors, the independent directors
fulfill the conditions specified in the Act and the Listing
Regulations and are independent of the management.

Further all the independent directors have confirmed
that they are registered with the Independent Directors
database.

Further, a familiarization program has been conducted
for Independent Directors and the details are uploaded on
the company website https://www.poddarhousing.com.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

To familiarize the new independent directors with the
company, an information kit containing documents
about the company - such as its Annual Reports,
Investor Presentations and Code of Conduct of Directors
and the Memorandum and Articles of Association
were provided to them. The new independent director
individually meets with board members and senior
management. Visit to sites are also organized for the
director. The top management also has one on one
discussion with the newly appointed directors to
familiarize with the company and its operations.

The cumulative hours spent by each of the Independent
Director in this programme was approximately two
hours.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134 of Companies
Act, 2013 and SEBI's Listing Regulations, the Board has
adopted a formal Annual performance evaluation of the
Board, its Committees and Individual Directors including
the Chairman and executive Directors. The exercise
was carried out during the year through a structured
evaluation process starting with a questionnaire sent to
all Directors followed by discussions in specific manner
covering various levels and aspects such as composition
of the Board and its Committees, effectiveness of the
process, and actual functioning, etc.

Separate exercises were carried out to evaluate the
performance of individual Directors on specific
parameters in board meeting held during the financial
year 2023-2024.

The Chairpersons of the respective Committees, shared
their views with the Board. The Directors express their
satisfaction on implementation of evaluation process.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed the policy on
Nomination and Remuneration which lays down the
framework in relation to the remuneration of Directors,
Key Managerial Personnel and Senior Management of
the Company. This policy also lays down the criteria
for selection and appointment of Board Members, KMP
and Senior Managerial Person. The Nomination and
Remuneration Policy has been posted on the Company's
website www.poddarhousing.com and the salient
features of the policy form a part of the Annual report.

PARTICULARS OF EMPLOYEES AND THEIR DISCLOSURES:

Disclosures relating to remuneration of Directors u/s
197(12) of the Companies Act, 2013 read with Rule
5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed to
this Report. A statement comprising the names of top
10 employees in terms of remuneration drawn and
every person employed throughout the year, who
were in receipt of remuneration in terms of Rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The said Annexure
is not being sent along with this annual report to the
members of the Company in line with the provisions of
Section 136 of the Act. Members who are interested in
obtaining these particulars may write to the Company
Secretary at the Registered Office of the Company. The
aforesaid Annexure is also available for inspection by
Members at the Registered Office of the Company, 21
days before and up to the date of the ensuing Annual
General Meeting during the business hours on any
working day.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred
as "SEBI's Listing Regulations"), the operations of the
company are reviewed in detail in the Management
Discussion and Analysis Report are forming part of Report.

DISCLOSURE OF ACCOUNTING TREATMENT IN
PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared in accordance with
Indian Accounting Standards (Ind AS). The IND AS are

prescribed under section 133 of the Act, read with rule 3
of the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards)
Amendment Rules, 2016. Accounting Policies have
been consistently applied except where a newly issued
accounting standard is initially adopted or a revision
to an existing accounting standard requires a change in
the accounting policy in use.

AUDITORS

Statutory Auditors and Audit Report

M/s. Bansal Bansal & Co, Chartered Accountants
having Firm Registration No. 100986W, Mumbai were
appointed as the Statutory Auditors of the Company to
hold office for a term of five consecutive years from the
conclusion of the 40^th AGM of the Company held on 29^th
September, 2022, till the conclusion of the ensuing 45^th
AGM to be held in the calendar year 2027.

The requirement for the annual ratification of auditors'
appointment at the AGM has been omitted pursuant
to Companies (Amendment) Act, 2017 notified on May
7, 2018 and therefore, the Board has not proposed the
ratification of appointment of the said auditor at the
ensuing AGM of the Company. As required under the
provisions of Section 139(1) of the Act, the company has
obtained a written certificate from the Auditors to the
effect that they confirm with the limits specified in the
said Section and they have also given their eligibility
certificate stating that they are not disqualified within
the meaning of Section 141 of the Act.

The Audit Report on the financial statements for
the financial year 2023 - 2024 does not contain any
qualifications, reservations or adverse remarks.

The statutory auditors are also required to issue the
Independent Auditor's Report. The report issued
thereupon has been attached along with the Standalone
and Consolidated Financial Statements, respectively. The
Board believes that systems in place provide a reasonable
assurance that the Company's internal financial controls
are designed effectively and are operating as intended.

Information referred in Auditor's Report are self¬
explanatory and do not call for any further comments.

Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with rule
3 of the Companies (Cost Records and Audit)
Rules, 2014 the Company is required to maintain
cost records. The accounts and records are made
and maintained accordingly by the Company. M/s
V.J Talati & Co, (Firm Registration No. 100675),
Mumbai were appointed as Cost Auditors of the
Company for conducting the Audit of cost records
maintained by the Company for the financial year

2023- 2024.

Further, the Board of Directors has through circular
resolution approved the appointment of M/ s V.J
Talati & Co, Cost Accountants (Firm Registration No.
R00213), Mumbai as Cost Auditors on 12^th August,
2024 for conducting the Audit of the cost records
maintained by the Company for the financial year

2024- 2025. The Remuneration proposed to be paid to
them requires ratification by the shareholders of the
Company in this AGM. In view of this, the Board of
Directors recommends a remuneration of Rs. 50,000/-
plus applicable GST and reimbursement of traveling
expenses and out of pocket expenses (at actuals) to
the Cost Auditors to be ratified by the shareholders
at the 42^nd AGM.

Secretarial Auditors and Secretarial Audit Report

M/ s. DM & Associates Company Secretaries
LLP, Company Secretaries (Firm Registration No.
L2017MH003500), Mumbai were appointed as
Secretarial Auditors of the Company for conducting the
Secretarial Audit for the financial year 2023-2024.

The Secretarial Audit Report dated 14^th May, 2025 for
the financial year 2023-2024, in form MR-3, is attached
to this report.

Further, the Board of Directors has approved the re-

appointment of DM & Associates, Company Secretaries
LLP (Firm Registration No. L2017MH003500), Mumbai
as Secretarial Auditors at their meeting held on 23^rd
October, 2023 for conducting the Secretarial Audit of the
Company for the financial year 2023-2024

REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the statutory
auditors nor the secretarial auditors nor cost auditors
reported to the Audit Committee, under section 143(12)
of the Act, any instances of fraud committed against
the Company by its officers or employees, the details of
which would need to be mentioned in this Report.

Information relating to Conservation of Energy,
Technology absorption etc. pursuant to Section 134(3)
(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014 and disclosure as to
foreign exchange earnings and outgo.

CONSERVATION OF ENERGY:

Technology absorption:

FOREIGN EARNINGS & OUTGO:

CORPORATE GOVERNANCE REPORT:

Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. Report
on Corporate Governance for financial year 2023-2024 is annexed to this report .

BOARD POLICIES:

The Company seeks to promote and follow the highest
level of ethical standards in all our business transactions
guided by our value system. The Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended,
mandates the formulation of certain policies for all
listed Companies. The policies are available on the
Company's website, at https://www.poddarhousing.
com. The policies are reviewed periodically by the
Board and updated as and when required.

The details of the policies are provided in this report.

Certificate on Compliance of Corporate Governance
by the Company, Declaration on Code of Conduct by
the Managing Director, Certificate from the Practicing
Company Secretary for Non disqualification of
Directors and Certificate from Managing Director and
CFO of the Company in respect of financial and cash
flow statements are attached with this report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had
revised the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and Secretarial Standards on
General Meetings (SS-2) with effect from 01^st October
2017. The Company is in compliance with the revised
secretarial standards.

INSURANCE

Your company has taken appropriate insurance for all
assets against foreseeable perils.

ONE TIME SETTLEMENT OF LOAN OBTAINED
FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review, the Company has not
obtained one-time settlement of loan from the banks or
financial institutions.

INVESTOR EDUCATION & PROTECTION FUND
(IEPF)

The details of unpaid / unclaimed dividend and shares
transferred to the IEPF in compliance with the provisions

of the Companies Act, 2013, has been provided in the
Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act
in relation to the Audited Financial Statements of the
Company for the year ended March 31, 2024, the Board
of Directors to the best of its knowledge and belief
confirm that :-

1) in the preparation of annual accounts, the applicable
accounting standards have been followed and
no material departures have been made from the
same;

2) 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
losses of the Company for that period;

3) 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;

4) the annual accounts have been prepared on a
'going concern' basis.

5) the Company has laid down internal financial
controls and such internal financial controls are
adequate and operating effectively.

6) proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and operating
effectively.

ACKNOWLEDGEMENTS

Your Directors express their deep sense of gratitude to
the banks, financial institutions, shareholders, vendors,
central and state governments for their support, and look
forward to their continued assistance in the future. We
thank our employees at all levels for their contribution

to your Company's performance. We applaud them for For and on Behalf of the Board

their superior levels of competence, dedication, and For Poddar Housing and Development Limited

commitment to your Company.

Rohitashwa Poddar

Managing Director
(DIN-00001262)

Place: Mumbai
Date: 19^th May, 2025