Your Directors have pleasure in presenting the 35^th (Thirty Fifth) Annual Report on the business and operations of the Company together with the audited financial statements of the Company for the financial year ended on March 31, 2024.

1. FINANCIAL HIGHLIGHTS

A brief overview on standalone and consolidated financial performance of the Company for the financial year ended on March 31, 2024 is as follows:

(Rupees in Crores)

2. REVIEW OF BUSINESS OPERATIONS

Omaxe has a successful track record of delivering more

than 135 million square feet of their own real estate developments and from construction contracting services as on March 31, 2024.

During FY 2024, Omaxe has completed successfully 3.87 million square feet of handover of real estate properties to its customers during the current financial year. This makes the Total delivery of real estate projects of 135.87 million square feet upto 31st March 2024. This includes their own real estate developments and construction contracting services. These deliveries encompassed projects located in various cities such as Delhi (Omaxe Chowk), Chandigarh, Lucknow, Prayagraj, Faridabad, Ludhiana, etc.

The group's net worth as at end of FY 2024 stood at Rs. 480.41 crore.

3. OUTLOOK

This year, the housing market in India has remained resilient even in the period of uncertainty before the general elections. The current government has taken several measures to increase housing demand, infrastructure development, and economic reforms. A general confidence that this government will continue to remain in power has provided considerable protection from the typical pre-election downturn.

After the election, the Indian housing sector has every reason to remain upbeat. The market will definitely rise if the party in power can maintain policy and safeguard economic stability. There are also industry expectations that the GST applicable on building supplies may be moderated with upcoming regulations. This would prove to be a big shot in the arm for both developers and their customers, as will help keep property price rises in check.

Apart from that, there are expectations that the availability of financing for the housing sector may improve, and that affordable housing once again becomes a priority sector for the government. All this will certainly contribute to steadily improving housing market dynamics.

4. TRANSFER TO RESERVES

During the year under review, in view of the losses, the Board of Directors of your Company has decided not to transfer any amount to the General Reserves.

5. DIVIDEND

The Board of Directors of your Company has decided not to recommend any Dividend on Preference Shares & Equity Shares of the Company for the Financial Year ended on 31.03.2024, due to losses/ absence of profits.

6. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of SEBI (LODR) Regulations, 2015, the Dividend Distribution Policy is available at the website of the Company at https://www.omaxe.com/ investor/dividend-distribution-policy.

7. SHARE CAPITAL OF THE COMPANY

The paid-up equity share capital of the Company stands at 182900540 fully paid up equity shares of Rs.10/- each. There is no change in the authorized, issued and paid-up equity share capital of the Company during the financial year 2023-24.

8. INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the financial year 2023-24, in accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act”) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), an unclaimed dividend aggregating to Rs. 2,97,883/- and corresponding 19,450 equity shares, pertaining to unclaimed dividend for the financial year 2015-16, were transferred to the Investor Education and Protection Fund (IEPF). The details of dividend and shares transferred by the Company to IEPF are available on the websites of the Company and IEPF. Those members whose dividend and/or shares have been transferred to IEPF Authority are advised and requested to follow the procedure specified by IEPF Authority for claiming their dividend/shares, or may write to Link Intime India Private Limited, Registrar & Share Transfer Agent (RTA) of the Company. Further the amount of unclaimed matured deposits and interest thereon transfer to IEPF pertaining to the financial year 2023-24 is Rs. 14,89,578/-.

9. DIRECTORATE & KEY MANAGERIAL PERSONNEL

During the period under review, Mr. Rohtas Goel (DIN: 00003735) relinquished the office of Whole time Director and consequent to the same his designation was changed from "Chairman & Whole Time Director" to "Chairman & Non-Executive Director/ Non-Executive Chairman" w.e.f. 27.05.2023, which was approved by the Members of the Company at their 34^th Annual General Meeting. Mr. Aroon Kumar Aggarwal (DIN: 00828759), was appointed as an additional director (Non-Executive and Independent Director) w.e.f. 27.05.2023 by the Board at recommendation of Nomination & Remuneration Committee for a term of 3 consecutive years. The Members had approved his appointment as Non-executive Independent Director of the Company, not liable to retire by rotation. Mr. Deshabandhu Rajesh Srikanta (Mr. D B R Srikanta) was appointed as the Company Secretary and Compliance Officer of the Company w.e.f 10.11.2023 by the Board of Directors, upon the recommendation of Nomination & Remuneration Committee, in place of Mr. Vikas Khandelwal, who resigned from the position of Company Secretary and Compliance Officer w.e.f. the close of business hours on 09.11.2023. Mr. Gurnam Singh upon completion of his tenure on 11.02.2024 ceased to be the Director of the Company and the Board expressed sincere gratitude for his five years long association with the Company. Further, in order to bring more professionalism and independence in the Board of Directors of the Company and to raise the standard of corporate governance in the Company and its Management, Ms. Binitha Manohar Dalal was appointed as an additional director (Non-Executive and Woman Independent) by the Board, upon the recommendation of Nomination & Remuneration Committee for a term of 3 consecutive years w.e.f. 28.05.2024, after the end of financial year 2023-24. The Members had approved her appointment as Non-executive & Woman Independent Director of the Company, not liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Vinit Goyal (DIN: 03575020) will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board of Directors of the Company has recommended his reappointment at the ensuing AGM. The resolution seeking

Members' approval for his re-appointment forms part of the AGM Notice.

10. COMMITTEE POSITION CONFIRMED BY THE DIRECTORS

Based on the disclosures received, number of directorship(s), committee membership(s), chairmanship(s) of all the Directors of the Company are within respective limits prescribed under Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Further during the year under review, none of the executive directors of the Company served as an Independent Director in any other listed company. Necessary disclosures regarding committee positions in other public companies as on 31 March 2024 have been made by the directors and reported in the Corporate Governance Report which forms part of the Annual Report.

11. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have registered themselves in the data bank of Independent Directors pursuant to the provisions of the Companies (Appointment & Qualifications of Directors) Rules, 2014. The Company has received disclosures from all the Independent Directors that they fulfill conditions specified under Section 149(6) of Companies Act, 2013 and Regulation 16(1) (b) and 25(8) of SEBI (LODR) Regulations, 2015 and are Independent of the Management of the Company. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1) (b) and 25(8) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013 and possess high integrity expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company. Independent Directors, in their disclosures submitted to the Company, have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Further, the details of Independent Director's meeting have been included in the Corporate Governance Report forming part of this Annual Report.

12. PUBLIC DEPOSITS

During the FY 2023-24, the Company has not accepted any deposits from the public falling within the ambit of Chapter V of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Further, the existing outstanding & unclaimed deposits, aggregating to Rs. 0.44 Crore as on March 31,2024, were accepted in compliance with the provisions of Sections 73 and 76 and other relevant provisions of the Companies Act, 2013 and Rules made thereunder, as amended from time to time.

The details of the Deposit are as follows:

a. Accepted during the year: Nil

b. Outstanding deposits as at the end of the year: Rs. 0.44 Crore

c. Whether there has been 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:

(i) At the beginning of the year: NIL

(ii) Maximum during the year: NIL

(iii) At the end of the year: NIL

d. The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: NIL

e. Details of National Company Law Tribunal (NCLT)/ National Company Law Appellate Tribunal (NCLAT) orders with respect to depositors for extension of time for repayment, penalty imposed, if any: NIL

These outstanding deposits have already been matured, but are unclaimed, and the periodical reminders are being sent to the deposit-holders to claim the same. However, if any amount of these deposits will remain unclaimed for a period of 7 years, such amount shall be statutorily transferred by the Company to Investors Education and Protection Fund (IEPF), in accordance with the applicable provisions of the Act and IEPF Rules.

13. CREDIT RATING

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part of this Annual Report.

14. LISTING WITH STOCK EXCHANGES

The equity shares of your Company continued to be listed on the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). The Company has paid annual listing fees for the FY 2023-24 to BSE & NSE within prescribed timelines. The Company has also paid the Annual Custody Fees to National Securities Depository Limited ('NSDL) and Central Depository Services (India) Limited ('CDSL) for the period under review.

15. STATUTORY AUDITORS & STATUTORY AUDIT REPORT

The Members of the Company at their 33^rd Annual General Meeting, held on September 28, 2022, re-appointed M/s BSD & Co., Chartered Accountants, (Firm Registration No. 000312S) as Statutory Auditors of the Company for a further period of five years at a remuneration as decided by the Board of Directors of the Company.

The audit reports, issued by the Statutory Auditors of the Company, on standalone and consolidated financial statements of the Company for the financial year ended on 31^st March 2024, does not contain any qualification or adverse remarks. The comments of the Statutory Auditors, when read together with the relevant notes to accounts and accounting policies are self-explanatory and therefore do not call for any further comments.

16. SECRETARIAL AUDITOR & 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, M/s DMK Associates, Company Secretaries were appointed as Secretarial Auditors of the Company for the FY 2023-24. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Secretarial Audit Report in Form MR-3 along with Annual Secretarial Compliance Report for the FY 202324 are annexed as Annexure IA & IB to this report. The

said reports do not contain any qualifications or adverse remarks and are self-explanatory and therefore do not call for any further explanation.

Pursuant to the provisions of Regulation 24A of SEBI (LODR) Regulation, 2015, the Secretarial Audit Reports of material unlisted subsidiaries of the Company i.e. M/s Omaxe New Chandigarh Developers Private Limited, M/s Omaxe World Street Private Limited, M/s Omaxe Forest Spa and Hills Developers Limited, M/s Satvik Hitech Builders Private Limited and M/s Omaxe Buildhome Limited are annexed herewith as Annexure IC, ID, IE, IF & IG respectively, forming part of this report. The said reports do not contain any qualifications or adverse remarks and are self-explanatory and therefore do not call for any further explanation.

17. COST AUDITOR & COST AUDIT REPORT

M/s S.K. Bhatt & Associates, Cost Accountants were appointed as Cost Auditors to conduct the audit of cost records of the Company for FY 2023-24. The Company has maintained the necessary accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 pertaining to the cost records and statement.

The report given by the Cost Auditors for the Financial Year 2023-24 which shall be furnished to the Central Government within prescribed timelines as per provisions of applicable laws for the time being in force. The said report does not contain any qualifications or adverse remarks and is self-explanatory and therefore does not call for any further explanation.

Further, in terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, at the recommendations of Audit Committee, had appointed M/s S.K. Bhatt & Associates, Cost Accountants as Cost Auditors to conduct the audit of the cost records of the Company for the FY 2024-25 at a remuneration of upto Rs. 2,00,000/- (Rupees Two Lakh only) plus out of pocket expenses and applicable taxes. The Board hereby recommends the remuneration of the Cost Auditors for ratification by the Members of the Company at their ensuing Annual General Meeting.

18. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Auditors have not reported any instance of offence involving fraud in respect of the Company by its officers or employees under Section 143(12) of the Act.

19. CORPORATE SOCIAL RESPONSIBILTY (CSR)

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The details of composition of CSR Committee are included in the Corporate Governance Report, forming part of this Annual Report. In terms of the Section 135 and other applicable provisions of the Companies Act, 2013 read with relevant rules made thereunder, since the Company had average net losses during immediately preceding three financial years, the Company was not required to contribute any amount towards CSR activities during the FY 2023-24. The CSR Annual Report of NIL expenditure and other relevant details is annexed as Annexure II. The CSR policy of the Company is available at the website of the Company at https://www.omaxe.com/investor/other-codes-policies.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as required under Regulation 34(2) (e) read with schedule V of SEBI (LODR) Regulations, 2015, as amended, is presented in a separate section forming part of this Annual Report.

21. CORPORATE GOVERNANCE REPORT

Our corporate governance practices mirror our values, including our culture, policies, and stakeholder relationships. Integrity and transparency are key to these practices, ensuring we build and maintain stakeholder trust. At Omaxe, corporate governance focuses on maximizing shareholder value in a legal, ethical, and sustainable manner. The Board is committed to fulfilling its fiduciary responsibilities comprehensively. We aim to follow best practices in corporate governance through our disclosures and strive to boost long-term shareholder value while respecting minority rights in all our business decisions.

The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (LODR) Regulations, 2015, forms part of this Annual Report.

The Statutory Auditors of the Company, M/s BSD & Co., Chartered Accountants, have issued a certificate with respect to Company's compliance with the requirements of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 and the said certificate is annexed to the Corporate Governance Report forming part of this Annual Report.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company is dedicated to strong Environmental, Social, and Governance (ESG) practices to ensure long-term sustainability and value creation. We have implemented comprehensive initiatives across all areas of our operations. These include energy efficiency measures, waste management, water conservation, and social programs supporting community welfare and diversity. Additionally, we maintain stringent governance practices to ensure compliance and ethical conduct. Our commitment to these ESG efforts reflects our dedication to responsible growth and a positive impact on our stakeholders and the environment.

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) for FY 2023-24 is annexed as Annexure III to this Board's Report.

23. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures;

b. The Directors had 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 as on March 31, 2024 and of the Loss of the Company for the year ended on that date;

c. The Directors had 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 Annual Accounts of the Company for the Financial Year ended March 31, 2024 were prepared on a going concern basis and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 and Section 134(3) (a) of the Companies Act, 2013, the copy of Annual Return in form MGT-7 for the FY 202324 is available at the official website of the Company at https://www.omaxe.com/investor/annual-return-as-per-section-92-of-companies-act-2013, in accordance with the provisions of the Companies Act, 2013.

25. BOARD MEETINGS

The Board of Directors of your Company met Four (4) times during the FY 2023-24. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR Regulations, 2015. The notice and agenda including all material information and minimum information required to be made available to the Board under SEBI LODR Regulations, 2015, were circulated to all directors, well within the prescribed

time, before the meeting or placed at the meeting with the permission of majority of Directors (including the Independent Directors) & Chairperson. During the year under review, separate meeting of the Independent Directors was held on February 09, 2024, without the presence of Non-Independent Directors and the members of the Company's Management.

26. COMPOSITION OF COMMITTEES OF BOARD OF DIRECTORS AND MEETINGS THEREOF

The details of composition of Committees of Board of Directors, their meetings held during the period under review and other relevant details/ information are included in the Corporate Governance Report forming part of this Annual Report.

27. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Nomination & Remuneration Committee (NRC) has formulated criteria for evaluation of Board, its Committees' functioning and individual Directors including Independent Directors and also specified that such evaluation will be undertaken by the NRC and the Board, pursuant to the Act and the Rules made thereunder read with the SEBI LODR Regulations, 2015. The details of the performance evaluation are provided in Corporate Governance Report forming part of this Annual Report.

28. POLICY ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015 the Board of Directors, at the recommendation of Nomination & Remuneration Committee (NRC) has framed a "Policy on Appointment and Remuneration of Director(s), KMP(s) and Senior Managerial Persons (SMP)" (herein after referred to as "N&R Policy") which is annexed herewith as Annexure IV and also available at the website of the Company at https://www.omaxe.com/investor/terms-conditions-of-appointment-of-independent-directors.

N&R Policy includes matters related to Director's appointment and remuneration including the criteria

for determining qualifications, positive attributes, independence of a Director and other related matters. N&R Policy of the Company is aimed at inculcating a performance-driven culture.

The Members of the Company had, at the recommendation of NRC, Audit Committee and Board, approved payment of commission upto 1% of the net profits of the Company for each financial year, as calculated under Section 198 of the Companies Act, 2013, to the Non-Executive Directors of the Company for a period of five years i.e. from financial year 2023-24 to 2027-28. However, due to loss/ absence of profits for the financial year 2023-24, the Company, at the recommendation of NRC, has not paid any commission to the Non-Executive Directors, during the period under review, except the payment of sitting fee. Details of such fee and remuneration paid to each director are provided in Corporate Governance Report forming part of this Annual Report.

The Board Members and Senior Management are crucial for shaping a strong future for the Company. Our succession planning framework is focused to provide guidance for developing a forward-thinking and future-ready Board. NRC is the key in maintaining a robust and diverse Board. To facilitate smooth succession planning, NRC evaluates factors such as the tenure of Directors and Senior Management, skill sets, diversity, and statutory requirements.

The details of remuneration paid to Executive Directors, Non-Executive Directors, Independent Directors & other Key Managerial Personnels are included in the Corporate Governance Report forming part of this Annual Report.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Your Company is engaged in the business of providing infrastructure facilities, i.e. housing, real estate development etc. The provisions of Section 186 of the Companies Act, 2013, except sub-section (1), are not applicable to the Company and the Company is in compliance with the provisions of sub-section (1) of Section 186 of the Companies Act, 2013. Further, the details of loans, guarantees, securities and investments have been disclosed in the notes to the Financial Statements.

30. COMPLIANCE BY LARGE CORPORATE

Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/HO/ DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as such no disclosure is required in this regard.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year, no materially significant related party transaction was entered by the Company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. Details of all related party transactions are disclosed in the financial statement of the Company forming part of this Annual Report. The attention of the Members is drawn to Note No. 53 and Note No. 55 of Significant Accounting Policies and Notes on Standalone Financial Statements and Consolidated Financial Statements, respectively, which set out related party disclosures. None of the transactions with related parties is material transaction and/or transaction which is not at Arm's length, requiring disclosure pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore the information required in prescribed form AOC - 2 is not applicable. During the year under review, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. The Related Party Transaction Policy is available on the Company's website under the web link https://www.omaxe.com/investor/policy-on-dealing-with-related-party-transactions .

32. INTERNAL FINANCIAL CONTROL & SYSTEMS

M/s Doogar & Associates continued to be the Internal Auditors of the Company for the FY 2023-24. Internal Financial Control & Systems of the Company have been devised through its extensive experience that ensures control over various functions of its business. The Company practices quality management system for design, planning, construction and marketing. Periodic audits conducted by Internal Auditors and Statutory

Auditors provide means whereby any weakness, whether financial or otherwise, is identified. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the Company. Based on the report of the Internal Auditors, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. The internal control system ensures compliance with all applicable laws and regulations and facilitates optimum utilization of available resources and protects the interests of all stakeholders.

33. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, involving the Company and affecting the financial position of the Company, which have occurred between the end of the financial year 2023-24 and the date of this report.

34. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, is as under:

- Conservation of Energy

The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. As an ongoing process, the followings are (a) the steps taken or impact on conservation of energy; (b) the steps taken by the Company for utilizing alternate sources of energy; and (c) the capital investment on energy conservation equipment:

The Company has been able to reduce energy consumption by using star rated appliances where possible and also through the replacement of CFL lights with LED lights. Monitoring resource usage, improved process efficiency, reduced waste generation and disposal costs have also supported the cause. The Company continues to explore collaboration with contractors/partners that ensure

conservation of energy and resources. On this front, the Company promotes the use of innovative technologies such as green buildings and other energy efficient measures for construction of their projects. Some of the best practices undertaken for the conservation of energy are:

1. Comprehensive energy-modeling during the design stage to achieve energy conservation while meeting the functional requirements for both residential and commercial projects;

2. Selecting climate appropriate material for the building;

3. Using energy saving LED light fixtures.

4. Conservation of energy at all of its offices by replacing lighting system with LEDs, installation of star energy conservation air conditioning systems, installation of automatic power controllers to save maximum demand charges and energy, installation of TFT monitors that saves power.

- Technology Absorption

The Company has implemented best of the class applications to manage and automate its business processes to achieve higher efficiency, data integrity and data security. It has helped it in implementing best business practices and shorter time to market new schemes, products and customer services. The Company's investment in technology has improved customer services and development of new business opportunities.

(a) The efforts made towards technology absorption:

The Company's endeavored is to use upgraded, advance and latest technology machines, equipment etc, which improves customer delight and employee efficiency. Some of the initiatives are: Deployment of machines to substitute manual work partly or fully, the improvement of existing or the development/ deployment of new construction technologies to speed up the process and make construction

more efficient, using LED lighting for common areas of our developments and in our office buildings, using timers for external lighting and basement lighting in some of our projects for switching lights on/ off as per peak and nonpeak hours. The Company promotes the use of electronic means of communication with its customers by sending electronic communication for confirmation of payments and other similar purposes. The Company also encourages the use of electronic mode of communications to and from all its stakeholders. Soft copies of the annual report(s) along with the notice convening the Annual General Meeting(s) were sent to its shareholders so as to minimize the usage of paper.

(b) The benefits derived like product improvement, cost reduction, product development or import substitution:

The Company's approach in adopting technology has improved customer satisfaction and created new opportunities for development of businesses. Also, there is cost reduction in the administration and construction, through utilisation of scheduling and planning, efficient practices etc. Some of the initiatives are: In-depth planning of construction activities to achieve shorter time-lines and reduced consumption of man and material at site, organising/ scheduling/ structuring the work in tandem with job descriptions to ensure efficiency, engaging specialised sub-contractors/ consultants to complete tasks efficiently, introducing rules and regulations based on national and international standards and internal classifications, monitoring performance at projects and administrative offices.

(c) Information regarding imported technology (imported during last 3 years) and Expenditure incurred on Research & Development:

Not Applicable, since the Company has not imported any technology or incurred expenses of Research & Development, during such period.

- Foreign Exchange Earnings and Outgo

There were no earnings and Rs. 1.58 Crore expenditure was incurred in foreign currency during the period under review as compared to expenditure of Rs. 1.35 Crore, in previous financial year.

35. RISK MANAGEMENT POLICY

The Company has its Risk Management Policy in line with Regulation 21 of SEBI LODR Regulations, 2015, which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The Company has also constituted a Risk Management Committee in accordance with SEBI (LODR) Regulations, 2015 and the details of which, including terms of reference, have been mentioned in the Corporate Governance Report forming part of this Annual Report. The risk management framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is embedded in critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

36. PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, details of the Employees are set out in Annexure V. In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the said Rules, the Board's Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, which is available for inspection by the members,

subject to their specific written request, in advance, to the Company Secretary at secretarial_1@omaxe.com. The inspection is to be carried out at the Company's Corporate Office at New Delhi, during business hours on working days of the Company up to date of ensuing Annual General Meeting.

37. FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE DIRECTORS

The details of Familiarization Programme conducted by the Company for non-executive directors are mentioned in the Corporate Governance Report forming part of this Annual Report.

38. HOLDING COMPANY

As on 31.03.2024, M/s Guild Builders Private Limited continued to be the holding company and holds, directly & indirectly, 68.45% of paid up equity share capital of the Company.

39. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

As on 31.03.2024, your Company has 113 Subsidiaries

(including 5 material unlisted subsidiary companies namely, M/s Omaxe New Chandigarh Developers Private Limited, M/s Omaxe World Street Private Limited, M/s Omaxe Forest Spa and Hills Developers Limited, M/s Satvik Hitech Builders Private Limited & M/s Omaxe Buildhome Limited and 2 LLPs namely M/s Dreamze New Faridabad Developers LLP and M/s Shine Grow New Faridabad LLP), 2 Joint-Ventures Companies ("JV") and 10 Associate Companies ("Associates").

During the period under review, there were following Companies have been incorporated/acquired as Associate Companies of your Company:

1. Be Together Infra Projects Private Limited was incorporated on 02.05.2023.

2. Omaxe Be Together Lucknow Busport Private Limited, Omaxe Be Together Ghaziabad Busport Private Limited, Omaxe Be Together Prayagraj Busport Private Limited were incorporated on 20.06.2023.

3. Omaxe Be Together Kaushambi Busport Private

Limited was incorporated on 30.06.2023.

4. Omaxe Be Together Amausi Busport Private Limited & Omaxe Be Together Ayodhya Dham Busport Private Limited were incorporated, and Secure Properties Private Limited was acquired, on 15.03.2024.

In terms of Indian Accounting Standard (Ind AS) 27, there are 145 other companies whose accounts have been consolidated with Company's accounts. List of the companies whose financial statements have been consolidated at the year-end is given in the Notes to Accounts.

40. MATERIAL UNLISTED SUBSIDIARY

In terms of the provisions of the SEBI (LODR) Regulations, 2015, your Company has in place a policy for determining 'Material Subsidiary' and the said policy is available on the Company's website at https://www. omaxe.com/investor/policy-for-determining-material-subsidiaries. As on March 31, 2024, your Company had five material unlisted subsidiaries namely, M/s Omaxe New Chandigarh Developers Private Limited, M/s Omaxe World Street Private Limited, M/s Omaxe Forest Spa and Hills Developers Limited, M/s Satvik Hitech Builders Private Limited & M/s Omaxe Buildhome Limited.

41. ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on Consolidated Financial Statements and Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI') and as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries, form part of this Annual Report.

As per the provision of first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the balance sheets of the Subsidiary Companies have not been attached with this Annual Report and a separate statement containing the salient features of financial statements of its subsidiaries in Form AOC-1 has been attached with the Consolidated Financial Statements of the Company forming part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company at https://www.omaxe.com/investor/ audited-financial-statements-of-subsidiary-companies. Shareholders may write to the Company for the annual financial statements and detailed information on subsidiary companies. Further, the documents shall also be available for inspection by the shareholders at the registered office of the Company.

42. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

43. POLICY ON SEXUAL HARASSMENT

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). The required details have been disclosed in the Corporate Governance Report forming part of this Annual Report. During FY 202324, neither any complaint was reported nor was any complaint pending for disposal.

44. CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY/ SIGNIFICANT DEVELOPMENTS

There is no subsisting agreement which is required to be disclosed in terms of Clause 5A of Paragraph A of Part A of Schedule III pursuant to Para G of Schedule V of SEBI (LODR) Regulations, 2015.

45. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy ("the Policy”), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees of the Company and Pursuant to the Policy, the whistle blowers can raise concerns relating to matters

such as unethical behavior, actual or suspected, fraud or violation of Company's code of conduct etc. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices. The Whistle Blower Policy is available at Company's website and can be accessed at https://www.omaxe.com/investor/vigil-mechanism-whistle-blower-policy. The details of same have been provided in the Corporate Governance Report forming part of this Annual Report.

46. GREEN INITIATIVES

In furtherance of the Green Initiative in Corporate Governance announced by the Ministry of Corporate Affairs, the Company had in past requested the shareholders to register their email addresses with the Registrar/Company for receiving the report, accounts, and notices etc. in electronic mode. However, some of the shareholders have not yet registered their e-mail IDs with the Company. Shareholders who have not registered their email addresses are once again requested to register the same with the Company by sending their requests to investors@omaxe.com.

Further, Ministry of Corporate Affairs and SEBI vide various Circulars have granted exemption to all the Companies from dispatching physical copies of Notices and Annual Reports to Shareholders and it is always advisable to all the shareholders to keep their email ids registered/ updated with the Company in order to receive important communication/information on time.

47. DIRECTORS AND OFFICERS INSURANCE (‘D AND O INSURANCE')

Pursuant to SEBI (LODR) Regulations, 2015, the Company has taken Directors and Officers insurance ('D and O Insurance') from SBI General Insurance Company Limited.

48. INVESTOR RELATIONS

The Company is timely redressing the Investor Complaints through the SEBI Complaint Redressal System (SCORES). As a part of compliance, the Company has constituted an "Investor Grievances cum Stakeholders Relationship Committee" (IGSRC) to redress investors' grievances.

The details of the same are provided in the Corporate

Governance Report forming part of this Report.

49. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS

The details of the same are provided in Corporate

Governance Report forming part of this Annual Report.

No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the going

concern status and company's operations in future.

50. OTHER INFORMATION

- There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.

- There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- There was no revision of financial statements and Board's Report of the Company for the preceding financial years, during the year under review.

- There has been no change in the nature of business of the Company.

- During the period under review, the Company has not made any political contribution to any political party.

- There was no one time settlement done in respect of loans taken from Banks or Financial Institutions.

- No applications were made or case was pending against the Company, under the Insolvency and Bankruptcy Code, 2016.

51. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central & State Government Authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors also commend the continuing commitment and dedication of the employees at all levels. The Directors look forward for their continued support in future for the Company's success.

For and on behalf of the Board Omaxe Limited

Sd/-

Rohtas Goel

Chariman & Non-Executive Director DIN:00003735

Regd. Office: 19-B, First Floor,

Omaxe Celebration Mall, Sohna Road,

Gurugram-122001

Date: 13 August, 2024 Place: New Delhi