Your Directors take pleasure in presenting the Thirty Ninth AnnualReport on the business and operations of the Company together with the Audited FinancialStatements for the year ended 31^st March 2021.

PERFORMANCE DURING THE YEAR

The year started with strict nationwide lockdown in India with toughrestrictions on economic activity and mobility. The Company and indeed the entire realestate sector in India saw a collapse in construction activity following the lockdown. Atthat time there was an unprecedented uncertainty about the eventual impact of theCovid-19 pandemic.

The World Health Organization (WHO) declared outbreak of CoronavirusDisease (COVID-19) a global pandemic on March 11 2020. Consequent to this Government ofIndia declared lockdown on March 23 2020 and the Company had to suspend its operations inall ongoing projects in compliance with the lockdown instructions issued by the Centraland State Governments.

Despite the pandemic the Standalone Gross Revenue from operations forFY 21 was H57.59 Crore (Previous Year: 55.63 Crore). The Net Profit after Tax for the yearended 31^st March 2021 were at H2.82 Crore as against Loss of H13.82 Crore inthe Previous Year. The Consolidated Gross Revenue from operations for FY 21 was H59.17Crore (Previous Year: H51.95 Crore) registering a positive growth of 14%. TheConsolidated Net Loss stood at H1.95 Crore (Previous Year: H19.58 Crore).

During the performance under review the Company has received H27.08Cr. from National Highway Authority of India against the acquisition of certain land atBadlapur for the proposed Mumbai Varoda highway.

However considering the second wave of COVID 19 the impact assessmentof COVID 19 will be a continuing process due to its uncertainties associated with itsnature and duration. Therefore considering these factors the impact may be different fromthe estimated as at the date of approval of these financial statements. The company willcontinue to monitor any material change to the future economic condition also.

TRANSFER TO RESERVE

The Board of Directors does not propose to transfer any sum to theGeneral Reserve out of the amount available for appropriation.

DIVIDEND

In order to conserve the resources of the Company by taking intoaccount the prevailing economic situation and the need of resources for growth the Boardof Directors of the Company have decided not to recommend any dividend on the EquityShares of the Company for the Financial Year ended March 312021.

SHARE CAPITAL

During the period under review there has been no change in the ShareCapital of the Company. The Paid up Equity Share Capital is H631.54 Lakh as on March312021.

FINANCE

Cash and cash equivalent as at 31^st March 2021 was H1023.80Lakhs. During the year the Company continues to focus on judicious management of itsconstruction finance Inter Corporate Deposit

Receivables inventories and other working capital parameters were keptunder strict check through continuous monitoring.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

In compliance with Section 134(3)(l) of the Act no material changesand commitments have occurred after the closure of the financial year to which thefinancial statements relate till the date of this report affecting the financial positionof the company.

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

There were no significant and material orders passed by the regulatorscourts or tribunals which would impact the going concern status of the company and alsothe Company's future operations.

DEPOSITS

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

CORPORATE SOCIAL RESPONSIBILITY

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

During the Financial Year 2018-19 and 2019-20 the Company hasoperational losses and hence there is no CSR liabilities for the financial year 2020-21.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective Internal Control System whichcommensurate with the size of its operations. The Internal Auditor monitors and evaluatesthe efficacy and adequacy of internal control system of the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company andits subsidiaries. Based on the report corrective action significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.

The policy is available on the Company Website at: www.poddarhousing.com.

RISK MANAGEMENT POLICY

The Audit Committee closely monitors all risks that could have anegative impact on the Company. PHDL Management Team encompasses practices related to theidentification analysis evaluation treatment mitigation and monitoring of thestrategic operational legal and compliance risks to achieving our key businessobjectives. Risks which were reviewed by the Audit Committee are Liquidity RiskRegulatory Risk Property Market Risk Macro Economic Risk and Land title risk. The focusof risk management is to assess risks and deploy mitigation measures. In accordance withSEBI(Listing Obligations and Disclosures Requirements) Regulation 2015 (herein aftercalled Listing Regulations) the Board members were informed of risk assessment andminimization procedures after which the Board formally adopted steps for framingimplementing and monitoring the risk management plan for the Company. In order to achievethe key objectives the policy establishes a structured and disciplined approach to RiskManagement in order to guide decisions on risk-related issues.

WHISTLE BLOWER POLICY

Company is committed to highest standards of ethical moral and legalbusiness conduct. The Board of Directors has formulated a Whistle Blower Policy which isin compliance with the provisions of Section 177(9) of the Companies Act 2013 and ListingRegulations. The policy provides a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them and can also report directly to the Chairman ofAudit Committee. The policy focuses on promoting ethical behavior in all its businessactivities and encourages employees to report concerns and unethical behavior actual orsuspected fraud or violation of the company's code of conduct and ethics. Under the saidmechanism employees are free to report violations of applicable laws and regulations andthe Code of Conduct. It also provides for adequate safeguards against the victimization ofpersons who use this mechanism. The Vigil Mechanism/Whistle Blower Policy has been postedon the Company's website at www.poddarhousing.com.

The functioning of the Vigil Mechanism is reviewed by the AuditCommittee from time to time. The Company affirms that no director/ employee has beendenied access to the Chairman of the Audit Committee and that no compliant was receivedduring the year.

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-freeworkplace for every individual through various interventions and practices. The Companyalways endeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. The Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. Following are the detailsof sexual harassment cases for the financial year 2020-21.

DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES / AND ITSPERFORMANCE

The Company has one subsidiary and a Joint Venture Company viz. asfollows:

Subsidiaries:

1. Poddar Habitat Private Limited Joint Venture:

2. Viva Poddar Housing Private Limited

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

The audited financial statements the Auditors Report thereon and theBoard's Report for the year ended 31^st March 2021 for each of the Company'ssubsidiaries are available on the Company website: www.poddarhousing.com.

The Company will make available the Annual Financial Statement of thesubsidiary Company i.e Poddar Habitat Private Limited to any Member of the Company who maybe interested in obtaining the same.

During the year no Company has become or ceased to be a SubsidiaryJoint Venture or Associate Company of Poddar Housing and Development Limited during theyear under consideration.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared inaccordance with relevant Indian Accounting Standards issued by the Institute of CharteredAccountants of India forms an integral part of this Report. Pursuant to Section 129(3) ofthe Act read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containingsalient features of the financial statements of Subsidiaries/Associate Companies/JointVentures is given in Form AOC-1 and forms an integral part of this Report.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSON DIRECTORS

In accordance with the provisions of Section 152 of the Act and theCompany's Articles of Association Mr. Dipak Kumar Poddar retires by rotation at theforthcoming Annual General Meeting and being eligible offer himself for re-appointment.

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

Mr. Tarun Kataria has resigned as an Independent Director of theCompany effective from May 3 2020 due to his pre occupations and his busy schedule in hisVenture Capital Forays.

Mr. Ramakant Nayak has resigned as an Independent Director of theCompany effective from February 11 2021 due to his advancing age and to reduce theprofessional invlovement. The Board places on record its sincere and deep appreciation forthe services rendered by Mr. Tarun Katatria and Mr. Ramakant Nayak during their tenure asIndependent Director and Member of various committees of the Board of Directors of theCompany.

Mrs. Sangeeta Purshottam Independent Director has also submitted herresignation on 9^th April 2021due to her personal commitment.

Inductions

The Board of Directors in its meeting held on 12^th April2021 have appointed three new independent Directors i.e Mr. Ravindra Kala Mr. Uma ShankerSharda and Ms. Nishi Jain. The Profile of New Inductee's are given in the notice of theAnnual General Meeting.

The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R.804(E) dated October 22 2019 and effective from December 01 2019 has introduced theprovision relating to inclusion of names of Independent Directors in the Data Bankmaintained by Indian Institute of Corporate Affairs ('IICA'). All Independent Directors ofyour Company are registered with IICA. In the opinion of the Board the independentdirectors possess the requisite integrity experience expertise proficiency andqualifications.

Key Managerial Person

During the financial year Mr. Vimal Tank joined as Company Secretaryand Compliance officers of the Company w.e.f. September 212020.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of Independence asprescribed under Section 149 of the Act and Regulation 16 and 25 of Listing Regulations.The Independent Directors have also confirmed that they have complied with the Company'scode of conduct. In the opinion of the Board of Directors the independent directorsfulfill the conditions specified in the Act and the Listing Regulations and areindependent of the management.

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

Further a familiarization program has been conducted for IndependentDirectors and the details are uploaded on the company websitehttps://www.poddarhousing.com.

FORMAL ANNUAL EVALUATION

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

Separate exercises were carried out to evaluate the performance ofindividual Directors including the Chairman and Whole Time Directors on specificparameters in board meeting held during the Financial Year 2020-21.

The Chairpersons of the respective Committees shared their views withthe Board. The Directors express their satisfaction on implementation of evaluationprocess.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed the policy on Nomination andRemuneration which lays down the framework in relation to the remuneration of DirectorsKey Managerial Personel and Senior Management of the Company. This policy also lays downthe criteria for selection and appointment of Board Members KMP and Senior MangerialPerson. The Nomination and Remuneration Policy has been posted on the Company's websitewww.poddarhousing.com and the salient features of the policy form a part of the Annualreport.

PARTICULARS OF EMPLOYEES AND THEIR DISCLOSURES:

Disclosures relating to remuneration of Directors u/s 197(12) of theCompanies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure D to this Report. A statementcomprising the names of top 10 employees in terms of remuneration drawn and every personsemployed throughout the year who were in receipt of remuneration in terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure 'G' and forms an integral part of this annual report. The saidAnnexure is not being sent along with this annual report to the members of the Company inline with the provisions of Section 136 of the Act. Members who are interested inobtaining these particulars may write to the Company Secretary at the Registered Office ofthe Company. The aforesaid Annexure is also available for inspection by Members at theRegistered Office of the Company 21 days before and up to the date of the ensuing AnnualGeneral Meeting during the business hours on 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 referredas "SEBI's Listing Regulations") the operations of the company are reviewed indetail in the Management Discussion and Analysis Report are forming part of Report.

DIRECTORS RESPONSIBILITY

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

I. that in the preparation of annual accounts the applicableaccounting standards have been followed and no material departures have been made from thesame;

II. that they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that year;

III. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

IV. that the annual accounts have been prepared on a 'going concern'basis.

V. that the Company has laid down internal financial controls and suchinternal financial controls are adequate and operating effectively

VI. that proper systems have been devised to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during thefinancial year 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 withPromoters Directors or Key Managerial Personnel which may have a potential conflict withthe interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee asalso the Board for approval. The transactions entered into pursuant to the prior approvalso granted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval on aquarterly basis.

The Company has formulated a Related Party Transactions Policy forpurpose of identification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website atwww.poddarhousing. com. The particulars as required under the Companies Act 2013 isfurnished in "Annexure C" to this report.

STATUTORY AUDITORS

I. Statutory Auditors and Audit Report

M/s. Bansal Banasal & Co Chartered Accountants (Firm RegistrationNo. 100986W) Mumbai were appointed as the Statutory Auditors of the Company to holdoffice for a term of five consecutive years from the conclusion of the 35^th AGMof the Company held on August 17^th 2017 till the conclusion of the 40^thAGM to be held in the calendar year 2022. The requirement for the annual ratification ofauditors' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act2017 notified on May 7 2018 and therefore the Board has not proposed the ratification ofappointment of the said auditor at the ensuing AGM of the Company. As required under theprovisions of Section 139(1) of the Act the company has obtained a written certificatefrom the above mentioned Auditor to the effect that they confirm with the limits specifiedin the said Section and they have also given their eligibility certificate stating thatthey are not disqualified within the meaning of Section 141 of the Act.

The Audit Report on the Financial Statements for the financial year2020-21 does not contain any qualifications reservations or adverse remarks.

Information referred in Auditor's Report are self-explanatory and donot call for any further comments.

II. 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. Theaccounts and records are made and maintained accordingly by the Company. M/S N Ritesh& Associates Cost Accountants (Firm Registration No. 100675) Mumbai were appointedas Cost Auditors of the Company for conducting the Audit of cost records maintained by theCompany for the financial year 2020- 21. The Cost Audit Report for the financial year2020-21 is approved in the Board Meeting held on 13^th August 2021.

Further the Board ofDirectors has approved the appointment of M/s VJTalati & Co Cost Accountants (Firm Registration No. R00213) Mumbai as Cost Auditorsat their meeting held on 13^th August 2021 for conducting the Audit of the costrecords maintained by the Company for the financial year 2021- 22. The Remunerationproposed to be paid to them requires ratification by the shareholders of the Company inthis AGM. In view of this the Board of Directors recommends a remuneration of H65000/-(Rupees Sixty Five Thousand Only) plus applicable GST and reimbursement of travelingexpenses and out of pocket expenses (at actuals) to the Cost Auditors to be ratified bythe shareholders at the 39^th AGM.

III. 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 ofthe Company for conducting the Secretarial Audit for the financial year 2020-21. TheSecretarial Audit Report for the financial year 2020-21 in form MR-3 does not containany qualification reservation or adverse remark and is annexed to this report asAnnexure-E.

Further the Board of Directors has approved the reappointment of DM& Associates Company Secretaries LLP (Firm Registration No. L2017MH003500) Mumbai asSecretarial Auditors at their meeting held on June 10 2021 for conducting the SecretarialAudit of the Company for the financial year 2021-22.

IV. Internal Auditors and Internal Audit Report

M/s. Sunny Shah & Company Chartered Accountants (Firm RegistrationNo. 140697W) Mumbai were appointed as Internal Auditors of the Company for conductingInternal Audit for the financial year 2020-21. The Internal Audit Reports were received bythe Company and the same were reviewed by the Audit Committee and Board of Directors asreceived.

Further the Board of Directors has approved the reappointment of M/s.Sunny Shah & Company Chartered Accountants (Firm Registration No. 140697W) Mumbai asInternal Auditors at their meeting held on June 10 2021 for conducting the Internal Auditof the Company for the financial year 2021-22.

REPORTING OF FRAUDS BY AUDITORS

During the period under review neither the statutory auditors nor thesecretarial auditors nor cost auditors reported to the Audit Committee under section143(12) of the Act any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in the Board's Report.

CONSERVATION OF ENERGY AND TECHNOLOGIES

Information relating to Conservation of Energy Technology absorptionetc. pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 is not provided as the same is not applicable to theCompany and there is no foreign exchange earning and outgo during the year.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return in Form MGT-9 containing details as onthe financial year ended March 312021as required under Section 92 (3) of the CompaniesAct2013 read with the Companies (Management and Administration) Rules 2014 is availableon website at https://www.poddarhousing.com.

CORPORATE GOVERNANCE REPORT

Your Company is compliant with the norms on Corporate Governance asprovided in the Listing Regulations. Report on Corporate Governance for financial year2020-21is annexed to this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

During the financial year Company has not undertaken any changesaffecting the financial position of the Company.

ACKNOWLEDGEMENTS

The board of directors' expresses their thanks to the company'scustomers shareholders vendors and bankers for their support to the company during theyear. We also express our sincere appreciation to the contribution made by employees atall levels. Our consistent growth was made possible by their hard work cooperation andsupport.