Enclosed herewith Scrutinizer Report for 33rd Annual General Meeting.

KOTHARI H. & ASSOCIATES COMP/\N) SECRET RI 'S CONSOLIDATED REPORT OF THE SCRUTINIZER [Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time] The Chairman, HBG Hotels Limited (formerly known as phoenix township limited) Durga Bhavan, Hede Centre, Tonca, Panaji, Goa-403001 Dear Sir, SUB: CONSOLIDATED SCRUTINIZER'S REPORT ON REMOTE E-VOTING CONDUCTED PURSUANT TO THE PROVISIONS OF SECTION 108 OF THE COMPANIES ACT. 2013 READ WITH RULE 20 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES. 2014 AS AMENDED FROM TIME TO TIME AND E·VOTING CONDUCTED DURING THE 33rd ANNUAL GENERAL MEETING ('AGM') OF HBG HOTELS LIMITED ( FORMERLY KNOWN AS PHOENIX TOWNSHIP LIMITED) HELD ON TUESDAY. 29TH SEPTEMBER. 2026 AT 03.30 P.M. (IST) THROUGH VIDEO CONFERENCING ('VC') I OTHER AUDIO VISUAL MEANS ('OAVM'). We, Kothari H. & Associates, Company Secretaries, have been appointed by the Board of Directors of HBG Hotels Limited ( formerly known Phoenix Township Limited ) ("the Company") for the purpose of scrutinizing the voting by electronic means i.e. electronic voting and through remote e-voting system at the Annual-General Meeting ("AGM") pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 & Rule 21 of the Companies (Management and Administration) Rules, 2014 ("Rules") as amended and in accordance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") on the resolution(s) contained in the notice of the shareholders of the 33.-d AGM of the Company, held on Tuesday September 29, 2026 at 03.30 P.M. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The Management of the Company is responsible for ensuring compliance with the requirements of the Companies Act, 2013 (the Act") and the Rules thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 as amended from time to time (hereafter referred as 'SEBI Listing Regulations') relating to voting through electronic means (by remote e-voting) and electronic (e voting) at the 33"'1 Annual General Meeting by the shareholders on the resolutions proposed in the Notice of the 33rct AGM of the company. We are pleased to submit our report as under, which is comprehensive and self-explanatory in all respect: 1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 and Regulation 44 of Listing Regulations and MCA Circulars, the Company has availed the e-voting facility offered by CDSL for conducting remote e-voting and e-voting at the AGM by the Shareholders who attended the AGM through VC I OAVM and who had not cast their vote through Remote e-voting. Fort: 208, P. J. Towers, Dalal Street, Fort, Mumbai-400001, Ph.: 022-6747 2129 / 22721831 Kandivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, l<andivali (West), Mumbai-400067, Ph.: 022-6708 6040 I 41 E-mail: in o~ Website: US . KOTHARI H. & ASSOCIATES COMPANY SECRET .J 2. The Company had sent the notice of AGM containing detailed procedure to be followed by the members of the Company and Annual Report in electronic form only to its members whose name(s) appeared in the Register of members/ list of beneficiaries as on Friday, August 28, 2026. 3. Advertisement was published by the Company in English in The Financial Express dated Sunday, September 06 , 2026 and in Marathi in Goan Varta, dated Sunday, September 06, 2026. The notice published in the newspaper carried the required information as specified in Sub Rule 3(v) (a) to (g) of the said Rule 20. 4. The Voting rights were reckoned as on Tuesday, 2211d September 2026, being the cut-off date for the purpose of deciding the entitlements of members at thee-voting and remote e-voting at the Meeting. 5. The remote e-voting period was open for three days which commenced on Saturday, 26th September 2026 at 9.00 a.m. and ended on Monday, 28th September 2026 at 5.00 p.m. on https://www.evotingindia.com/. 6. After declaration of voting by the Chairman, the shareholders present at the AGM through VC and who had not voted on remote e-voting, voted through e-voting facility provided by CDSL at the AGM. 7. On Tuesday, 29th September 2025 after the conclusion of AGM, the report on the e-voting carried at the AGM was generated and diligently scrutinized; thereafter the votes cast through remote e-voting process were unblocked by me in the presence of two witnesses Ms. Siddhi Dadheech and Ms. Vidhi Furia. 8. On scrutiny, we report that 16 Shareholders were present in the meeting in through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). 9. Based on the results made available to me, members have casted their votes either through remote e voting platform or through e-voting during AGM. The brief analysis of the results of the voting through Remote e-voting and e-voting at the AGM casted by the equity shareholders, based on the report generated by CDSL, scrutinized on test-check basis and relied upon by me, are as under: RESULTS: The details containing interalia, no. of Equity Shareholders, who voted "for", "against" or "abstain", if any on each of the resolutions that were put to vote, were generated from thee-voting website of Central Depository Services Limited (CDSL). Taking into account the report from CDSL and remote e-voting at the AGM the consolidated result with respect to each item on the business as set out in the Notice of the 33rct AGM dated 14th August, 2026 is enclosed; Resolution No. 1 -As an Ordinary Resolution To receive, consider and adopt: (a) The Standalone Financial Statements of the Company for the year ended on March 31, 2026, containing the Audited Balance Sheet, the Statement of Change in Equity, Profit and Loss, Cash Flow statement and report of the Board and Auditors thereon, on that date. (b) The Consolidated Financial Statements of the Company for the year ended on March 31, 2025, containing the Audited Balance Sheet, the Statement of Change in the Equity, Profit and Loss, Cash Flow Statement and report of the Auditors thereon, on that date. Fort: 208, P. J. Towers, Dalal Street, Fort, Mumbai-400001, Ph.: 022-6747 2129 / 2272 1831 Kandivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, l<andivali (West), Mumbai-400067, Ph.: 022-6708 6040 / 41 E-mail: ir '1f'.J, Wi;ib!;itg: "Ir r KOTHARI H. & ASSOCIATES COMPANY SECRET Number of Votes Contained in % of Remote e - voting Voting at the AGM Total total Particulars Number valid No. of Number of No. of No. of Number of votes of votes votes member votes cast by members members cast by them cast by cast voted them voted voted them Voted in 22 14341948 NIL NIL 22 14341948 99% Favour Voted 2 2 2 2 Negligible NIL NIL Against Abstain I NIL NIL NIL NIL NIL NIL NIL Invalid Based on the aforesaid results, Ordinary Resolution as contained in item No. 1 has been passed requisite majority. Resolution No. 2 ·As an Ordinary Resolution To appoint a director in place of Mrs. Shibanee Manish Harlalka (DIN: 00507607), who retires by rotation and being eligible, offers herself for re-appointment. Number of Votes Contained in % of Remote e - voting Voting at the AGM Total total Particulars Number valid No. of Number of No. of No. of Number of votes ·of votes votes member votes cast by members members cast by them cast by cast voted them voted voted them Voted in 22 14341948 NIL NIL 22 14341948 99% Favour Voted 2 2 2 2 Negligible NIL NIL Against Abstain I NIL NIL NIL NIL NIL NIL NIL Invalid Based on the aforesaid results, Ordinary Resolution as contained in item No. 2 has been passed requisite majority. Fort: 208, P. J. Towers, Dalal Street, Fort, Mumbai-400001, Ph.: 022-6747 2129 / 2272 1831 l<anclivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, Kandivali (West), Mumbai-400067, Ph.: 022-6708 6040 I 41 E-mail: ____:._ Website: KOTHARI H [Showing first 8,000 characters — download PDF for full document]