barak valley Auditors report

To The Members of Omaxe Limited

Report on the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Omaxe Limited ("the Company"), which comprise the Balance Sheet as at 31^st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of changes in Equity and the Statement of Cash Flows for the year then ended, and Notes to Standalone Financial Statement including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended and accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2023, its loss (including other comprehensive income/loss), changes in equity and its cash flows for the year then ended.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial

Statements section of our report. We are independent of the

Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters ("KAM") are those matters that, in our professional judgement, were of the most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to our emphasis of matters, we have determined the matters described below to be the key audit matters to be communicated in our report.

Description of Key Audit Matters

. Key Audit Matters	How that matter was addressed in our audit report
1 Revenue Recognition	Our audit procedure on revenue recognition from real
The Company applies Ind AS 115 "Revenue from contracts	estate projects included:
with customers" for recognition of revenue from real	Selecting sample to identify contracts with customers,
estate projects, which is being recognised at a point	identifying separate performance obligation in the
in time upon the Company satisfying its performance	contracts, determination of transaction price and
obligations and the customer obtaining control of the	allocating the transaction price to separate performance
underlying asset.	obligation.
Considering application of Ind AS 115 _ involves certain
	On selected samples, we tested that the revenue
key judgments relating to identification of contracts
	recognition is in accordance with accounting standards
with customer, identification of distinct performance
	by
obligations, determination of transaction price of the
identified performance obligations, the appropriateness	i)_ Reading, analyzing and identifying the distinct
of the basis used to measure revenue recognised over a	performance obligations in real estate projects.
period.	ii) Comparing distinct performance obligations with
Additionally, Ind AS 115 contains disclosures which involve	those identified and recorded.
collation of information in respect of disaggregated	iii) Reading terms of agreement to determine
revenue and periods over which the remaining	transaction price including variable consideration to
performance obligations will be satisfied subsequent to	verify transaction price used to recognize revenue.
the balance sheet date.
	iv) Performing analytical procedures to verify
Refer Note 30 to the standalone financial statements.
	reasonableness of revenue accounted by the
	Company.
2 Pending Income Tax Cases
The Company has various pending income tax cases	We obtained details of all pending income tax matters
involving tax demands which involve significant judgment	involving tax demands on the Company and discussed
to determine possible outcome of these cases.	with the Companys in house tax team regarding
_	sustainability of Companys claim before various income
Refer Notes 40, 42 and 43 to the standalone financial	tax/ appellate authorities on matters under litigation.
statements	The in-house tax team of the company relied upon past
	legal and other rulings; submissions made by them
	during various hearings held; which were taken into
	consideration by us to evaluate management position on
	these tax demands.
3 Liability for Non-performance of real estate
agreements/ civil lawsuits against the Company	We obtained details/ list of pending civil cases and
The Company may be liable to pay damages/ interest	reviewed on sample basis real estate agreements, to
for specific non- performance of certain real estate	ascertain damages on account of non-performance of
agreements, civil cases preferred against the Company	those agreements and discussed with the legal team of
for specific performance of the land agreement, the	the Company to evaluate management position. We have
liability on account of these, if any has been disclosed	been represented that owing to the nature of Contingency,
as contingent liability. However, the amount is not	the amount is not quantifiable.
quantifiable.
Refer Note 40 to the standalone financial statements

 

4 Inventories
The companys inventories comprise mainly of projects	Our audit procedures to assess the net realizable value
under construction/development (projects-in-progress)	(NRV) of the inventories include the following:
completed real estate projects and land.	We had discussions with Management to understand
The inventories are carried at lower of cost and net	Managements process and methodology to estimate
realizable value (NRV). NRV of completed property is	NRV, including key assumptions used and we also
assessed by reference to market price existing at the	verified project wise un-sold area and recent sale prices
reporting date and based on comparable transactions	and estimated cost of construction to complete projects.
made by the company and/or identified by the company
for properties in same geographical area. NRV of
properties under construction is assessed with reference
to market value of completed property as at the reporting
date less estimated cost to complete.
The carrying value of inventories is a significant part of
the total assets of the company and involves significant
estimates and judgments in assessment of NRV.
Accordingly, it has been considered as key audit matter.
5 Recognition and measurement of Deferred Tax Assets	Our Audit procedures include:
Under Ind AS, the company is required to reassess	i) Obtained an understanding of the process and tested
recognition of deferred tax asset at each reporting	the control over recording of deferred tax and review
date. The company has deferred tax assets in respect of	of deferred tax at each reporting date
brought forward losses and other temporary differences,	ii) Evaluated management assumptions, used to
as set out in Note 6 and 38 to the standalone financial	determine the probability that deferred tax assets
statements.	recognised in the balance sheet will be recovered
The companys deferred tax assets in respect of brought	through taxable income in future years, by handing
forward business losses are based on the projected	over of major real estate projects.
profitability. This is determined on the basis of significant	iii) Tested the computations of amount and tax rate
management judgement and estimation given that is	used for recognition of deferred tax assets.
based on assumptions such as the likely timing and level	iv) We have also focused on the adequacy of the
of future taxable profits which are affected by expected	companys disclosure on deferred tax.
future market and economic conditions.
We have identified recognition of deferred tax assets as
a key audit matter because of the related complexity and
subjectivity of the assessment process.
6 Related party transactions	Our procedures included:
The company has undertaken transactions with its	i) Obtained and read the Companys policies and
related parties in the ordinary course of business at	procedures in respect of identifying related parties,
arms length. These include making new or additional	obtaining approval, recording and disclosure of
investments in its subsidiaries, project management	related party transactions.
services, lending loans or advances to related parties,	ii) Read minutes of shareholder meetings, board
sales or purchases of fixed assets or building material	meetings and minutes of meetings of those charged
to and from related parties etc. as disclosed in note 53 to	with governance in connection with Companys
the standalone financial statements.	assessment of related party transactions being in
We identified the accuracy and completeness of the	the ordinary course of business at arms length.
related party transactions and its disclosure as set out	iii) Tested, related party transactions with the underlying
in respective notes to the financial statements as a key	contracts, confirmation letters and other supporting
audit matter due to the significance of transactions with	documents.
related parties and regulatory compliances thereon	iv) Agreed the related party information disclosed in the
during the year ended 31st March 2023.	financial statements with the underlying supporting
	documents, on a sample basis.

Other Information

The Companys Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements, the consolidated financial statements and our auditors report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Financial Results

The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of section 143 (11) of the Act, as stated in the ‘Other Matter paragraph we give in the_"Annexure I"_a statement on the matters specified_in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit,_we report that:

a. We have sought and obtained all the information and explanations which to the best of our_knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income/loss), the Statement of Cash Flow and the Statement of Changes in Equity dealt with by this report are in agreement with the relevant books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31^st_ March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2023_from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal

financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in_"Annexure-II". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to standalone financial statements.

g. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid to all the other directors is within the limits approved, however remuneration paid to the Chairman and Whole Time Director in view of losses is to be ratified or approved by the shareholders.

h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements- Refer note 40 to the standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There are no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note 57(a) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the note 57(b) to the standalone financial statements no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The company has not declared or paid any dividend including interim dividend during the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining the Books of Accounts using accounting software which has feature of recording Audit Trail (Edit Log) is applicable to the Company with effect from 1^st April 2023 and accordingly reporting under Rule 11(g) of Companies (Audit and Auditors) Rule 2014 is not applicable for the financial year ended 31^st March 2023.

ForB _ S D & Co

Chartered Accountants

Firm Registration No: 000312S

_

Sd/-

Sujata Sharma

(Partner)

Membership No: 087919

UDIN: 23087919BGWNKY8236

Place: New Delhi

Date: 26th May 2023

Annexure I to Independent Auditors Report

(Referred to in paragraph 1 under the heading "Report on other Legal and Regulatory Requirements" section of our report of even date).

I. (a) (A) The Company is maintaining proper records showing full particulars, including_ quantitative details and situation of Property, Plant and Equipment.

(B) The Company is maintaining proper records showing full particulars of Intangible Assets.

(b) The Property, Plant and Equipment of the Company have been physically verified by the Management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the company and the nature of its assets._

(c) In our opinion and according to information and explanations given to us and on the basis of our examination of the records of the Company, out of the total carrying amount of Rs 445.34 crores of immovable properties held as Property, Plant and Equipment, the title deeds of Rs 393.26 crores are not held in the name of the Company (As disclosed in note 54.1 to the standalone financial statements).

(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets or both during the year. Hence, reporting under clause 3(i)(d) of the Order is not applicable to the Company.

(e) Based on the information and explanations furnished to us no proceedings have been initiated or are pending against the Company, for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made there under (As disclosed in note 54.2 to the standalone financial statements).

. (a) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physical verification of inventory has_been conducted at reasonable intervals by the management and discrepancies noticed which were not material in nature have been properly dealt with in the books of accounts.

(b) The Company has been sanctioned working capital limits from banks or financial institutions on the basis of security of current assets and the outstanding working capital loans as at Balance Sheet date is Nil and the Quarterly returns or statements filed by the Company till the date of repayment of such working capital loans were in agreement with the books of accounts of the Company.

. (a) During the year the Company has made investments and provided loans, advances in the nature of loans, stood guarantees to companies, limited liability partnerships, associates or any other parties as follows: (Rupees in crore)

Particulars	Investment made	Guarantees	Loans	Advances in the nature of loans
Aggregate amount granted/ provided during the year
Subsidiaries	40.35	470.00	34.54	1173.91
Joint ventures	-	-	-	-
Associates	0.00	-	-	0.03
	-	-	4.95	12.37
Others
Balance outstanding as at balance sheet date in respect
of above cases
Subsidiaries	324.23	758.02#	417.35	1,008.64
Joint ventures	-	-	-	-
Associates	0.01	-	-	-
Others	12.12	-	-	113.80

_ # Amount outstanding in respect of Bank Guarantees and Corporate guarantees given on account of loan availed by subsidiary companies.

(b) During the year the investments made, guarantees provided, the terms and conditions of the grant of all loans/ advances in the nature of loans and guarantees provided to companies, limited liability partnerships, associates or any other parties are not, prejudicial to Companys interest.

(c) In respect of the loans/advances in the nature of loans, the schedule of repayment of principal has not been stipulated as all are repayable on demand and has not been demanded. Hence, reporting on regular repayment of principal and interest is not applicable.

(d) In respect of the loans/advances in the nature of loans, the schedule of repayment of principal has not been stipulated as all are repayable on demand and has not been demanded. Hence, reporting of loan overdue for more than ninety days is not applicable.

(e) There were no loans/ advances in nature of loans which were granted to same parties, and which fell due during the year and were renewed /extended. Further, no fresh loans were granted to any party to settle the overdue loans /advances in nature of loan.

(f) The Company has granted loans/ advances in the nature of loans to companies, limited liability partnerships, associates or any other parties. The details of aggregate amount of loans/ advances in the nature of loans granted to promoters/ related parties as defined in clause (76) of section 2 of the Companies Act, 2013

(Rupees in crore)

		Parties	Parties
Aggregate amount
of loans/advances
in nature of loan
- Repayable on		1,539.79 -	1,426.21
demand
- Without		- -	-
specifying terms
of repayment
Particulars	All Promoters			Related
	Parties			Parties
Percentages of	-			92.62%
loans/advances in
nature of loans to
the total loans

IV. In our opinion and according to information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the Act in respect of loans and investments made, guarantees, and security provided by it.

V. During the year, no deposits have been accepted by the Company or amounts which are deemed to be deposits, hence reporting under Clause 3(v) of the order is not applicable, however, in respect of deposits accepted by the Company in earlier years after duly complying directions issued by Reserve Bank of India and provisions of Section 73 to 76 of the Companies Act, 2013, there are unpaid matured deposits and interest thereon of Rs 0.86 crores as disclosed in the note 27 to the standalone financial statements.

VI. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under section 148 of the Act, and are of opinion that prima facie, the prescribed accounts and records have been made and maintained, however, we have not made the detailed examination of such cost records.

VII. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, provident fund, employees state insurance, income tax, duty of customs, goods and services tax (GST) and other applicable material undisputed statutory dues have generally been deposited regularly during the year. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned, for a period of more than six months from the date they became payable._

(b) According to the information and explanations given to us, there are no dues of_income tax, duty of customs, value added tax, GST or other applicable material statutory dues which have not been deposited as on 31^st March 2023_on account of any dispute except the followings: -

				(Rupees in Crore)
Name of Statutes	Nature of Dues	Financial Year to which the matter pertains	Forum where dispute is pending	Amount Outstanding
Income Tax Act, 1961	Income Tax	2013-14	Commissioner of Income Tax(A),	4.53
			New Delhi
Income Tax Act, 1961	Income Tax	2016-17	Commissioner of Income Tax(A),	12.12
			New Delhi
Income Tax Act, 1961	TDS	2013-14	Commissioner of Income Tax(A),	0.73
			New Delhi
Income Tax Act, 1961	TDS	2014-15	High Court	0.76
Income Tax Act, 1962	TDS	2015-16	Commissioner of Income Tax(A),	0.15
			New Delhi
Delhi VAT ACT, 2005	VAT	2005-06 &	Joint/ Deputy Commissioner of	11.14
		2006-07	Trade & Taxes, Delhi
Haryana VAT 2003	VAT	2014-15	Chandigarh High Court	21.81
Uttarakhand VAT Act, 2005	VAT	2015-16	Appellate Authority Haldwani,	1.47
			Uttarakhand
Finance Act, 1994	Service Tax	2010-11 to	Commissioner (Appeals)	1.81
		2012-13
Finance Act, 1994	Service Tax	July 2012 to	CESTAT	6.76
		March 2016

VIII. According to the information and explanations given and as disclosed in the note 54.6 to the standalone financial statements, and the records of the Company examined by us, the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961, as income during the year. Hence, reporting under clause 3(viii) of the Order is not applicable to the Company.

IX. (a) According to the records of the Company examined by us and the information and explanations given to us and as disclosed in the note 18.3 to the standalone financial statements, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender as at the balance sheet date.

(b) According to the information and explanations given and as disclosed in the note 18.4 to the standalone financial statements, and on the basis of our audit procedures, we report that the Company has not been declared willful defaulter by any bank or financial institution.

(c) In our opinion, and according to the information and explanations given and as disclosed in the note 18.5 to the standalone financial statements, the term loans have been applied for the purpose for which they were obtained.

(d) According to the information and explanations given to us and as disclosed in the note 18.6 to the standalone financial statements, and the procedures performed by us and on an overall examination of the financial statements of the company, we report that no funds raised on short term basis have been used for long-term purposes by the company.

(e) According to the information and explanations given and as disclosed in the note 18.7 to the standalone financial statements, and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given and as disclosed in the note 18.8 to the standalone financial statements, and the procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

X. (a) The Company has not raised any money during the year by way of an initial public offer or further public offer (including debt instruments) during the year, hence reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partially or optionally convertible debentures during the year, hence reporting under clause 3(x)(b) of the Order is not applicable to the Company.

XI. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither came across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor we have been informed of any such case by the Management.

(b) During the year, no report under section 143(12) of the Companies Act,2013 has been filed by cost auditor, secretarial auditor or by us in form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors Rules,2014 with the Central Government.

(c) As represented to us by the Management, there are no whistle-blower complaints received by the Company during the year.

XII. The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013, hence reporting under clauses 3(xii) (a), (b) and (c) of the Order is not applicable to the Company.

XIII. According to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone financial statements, as required by the applicable accounting standards.

XIV. (a) In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

XV. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered non-cash transactions with directors or persons connected with its directors, hence reporting under clause 3(xv) of the Order is not applicable to the Company.

XVI. (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company, hence reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities during the year, hence reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, hence reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) The Group do not have more than one Core Investment Company as a part of the Group.

XVII. The Company has incurred cash losses of Rs 194.01 crore in the current financial year and Rs 49.22 crore in the immediately preceding financial year.

XVIII. There has been no resignation of statutory auditors during the year, hence reporting under clause 3(xviii) of the Order is not applicable to the Company.

XIX. On the basis of the financial ratios disclosed in note 54.9 to the standalone financial statements, aging and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date.

We, however, state that this is not an assurance as to the future visibility of the Company. We further state that our reporting is based on the facts upto the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

XX. (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Act in compliance with second proviso to sub-section (5) of section 135 of the Act, hence reporting under clause 3(xx)(a) of the order is not applicable to the Company.

(b) There are no ongoing project requiring transfer of unspent Corporate Social Responsibility (CSR) amount as at the end of the previous financial year to special account, hence reporting under clause 3(xx) (b) of the order is not applicable to the Company.

_

ForB _ S D & Co

Chartered Accountants

Firm Registration No: 000312S

_

Sd/-

Sujata Sharma

(Partner)

Membership No: 087919

UDIN: 23087919BGWNKY8236

Place: New Delhi

Date:26th May 2023

Annexure II to Independent Auditors Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of_Omaxe Limited_("the Company") as at 31^st March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the

Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that:

(a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For_ B S D & Co

Chartered Accountants

Firm Registration No: 000312S

_

Sd/-

Sujata Sharma

(Partner)

Membership No: 087919

UDIN: 23087919BGWNKY8236

Place: New Delhi

Date: 26th May 2023