Omaxe Director Discussions


Dear Members,

Your Directors have pleasure in presenting the Thirty Fourth Annual Report on the business and operations of the Company together with the audited financial statements of the Company for the Financial Year ("FY") ended March 31, 2023.

FINANCIAL HIGHLIGHTS

A brief overview on standalone and consolidated financial performance of the Company for the financial year ended March 31, 2023 is as follows: (Rupees in Crores)

Particulars

Standalone

Consolidated

31.03.2023 31.03.2022 31.03.2023 31.03.2022
(Audited) (Audited) A ( udited) (Audited)
Revenue from Operations 459.39 411.65 773.33 617.80
Other Income 12.18 10.53 24.68 20.14

Total Income

471.57 422.18 798.01 637.94

Expenses

Operating Expenditure 446.53 285.16 866.29 557.58
Employee Benefit Expense 39.94 37.59 39.36 40.34
Depreciation and Amortization 55.66 38.95 65.37 46.58
Expenses
Finance Cost 104.81 103.35 112.80 121.09
Other Expenses 74.30 45.30 170.96 66.73

Total Expenses

721.24 510.35 1,254.78 832.32

Profit/(Loss) Before Tax

(249.67) (88.17) (456.77) (194.38)
Tax Expenses (56.48) (11.88) (105.69) (32.73)
Share of profit/(loss) in associates - - (0.00) 0.04

Profit/(Loss) before comprehensive

(193.19) (76.29) (351.08) (161.61)

income

Other comprehensive incomes (0.35) 2.42 1.39 (0.38)

Total Comprehensive Income for the

(193.54) (73.87) (349.69) (161.99)

year

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.

REVIEW OF BUSINESS OPERATIONS

Omaxe has a successful track record of delivering 132 million square feet of construction projects up to 31st March 2023. This includes 132 million square feet of their own real estate developments and from construction contracting services. During the fiscal year 2022-23, Omaxe completed the delivery of 2.75 million square feet. These deliveries encompassed projects located in various cities such as Chandigarh, Lucknow, Faridabad, Ludhiana, and Vrindavan. During FY 23, Omaxe grew its sales by more than 25%

36 from 618 crores to 773 crores and also expanded its reach from 28 cities to 29 cities.

NEW LAUNCHES DURING FY2022 23

During the period under review, your Companys new launches were strategically located in prominent cities such as Faridabad, New Chandigarh, Lucknow, Ratlam and Ludhiana. The groups net worth as of the end of FY 2022-23 stood at Rs. 898 crores.

OUTLOOK

The Indian Real Estate sectors outlook for the year 2023 and near future is upbeat with strong demand from both Residential and Commercial segments driving healthy growth. The Residential sector is likely to continue to be the key growth driver, with the key factors driving the demand being rising incomes, increasing urbanization with high growth of Tier-II and Tier-III cities especially, and a growing population. The commercial sector is also expected to perform well, with demand being driven by factors such as the economys expansion, growth of the IT-BPM and BFSI sectors, expansion of the manufacturing sector, continued growth of e-commerce and co-working spaces, and the acceleration of Return-To-Office mandates.

Key trends and highlights related to the outlook for the Indian Real Estate sector in 2023 are:

In CBREs India Live-Work-Shop 2022 survey, the Indian consumers who were planning to relocate showed the highest preference to buy homes than rent as compared to other countries. Nearly 72% indicated they intend to buy a home. This includes the Millennials, who were dubbed as ‘Generation Rent, with ~70% indicating a preference to buy instead of rent. Hence, housing demand is likely to sustain even amidst the impact of monetary tightening and economic slowdown.

Mid-end residential segment that constituted the maximum in terms of sales and new launches in 2022 is expected to drive the momentum going forward.

With the withdrawal of affordable housing incentives by the Government, this segment is likely to witness some rationalization. In terms of % growth, the luxury and premium segments are likely to grow the fastest, however, given their smaller contribution their overall impact on residential growth will be overshadowed by the mid-end and high-end segments.

Aggregate office-based employment across top six Indian cities is projected to grow by 5 – 7% in 2023, however, Indias status as an attractive source of high calibre and cost-effective talent will result in continued expansion ofdemand for leasing of Office space. For e.g., more than 500 Global Capability Centres are likely to be set-up by 2026, i.e., addition of a third of the total GCCs already set-up till end of 2022.

Leasing in investment-grade buildings from leading and institutional developers/ owners was 40 – 45% of the overall activity in 2022. This share will continue to remain at 30%+ levels going forward because of factors such as IT-BPM and BFSI sectors continuing to be the main growth drivers and focus on complying with ESG regulations that prescribe ambitious net-zero targets.

CBREs India Live-Work-Shop survey showed that 91%

Employers prefer their employees to work from office for 3 or more days in a week. Hence, Return-To-Office mandates will drive increase in occupancy rates in offices, while the longer term trend of offering hybrid working as a retention strategy would continue. Select Tier-II markets will see companies setting up offices to be closer to their talent pool.

With the consumer demand including on discretionary spending expected to remain robust in 2023 despite impeding slowdown, the Retail segment is likely to see increased activity in terms of supply addition and leasing. Combined with the consumer preference for shopping in-store across various product categories, the outlook for near future is secure for the segment.

Construction costs including material, energy and labour are expected to ease in 2023 whereas robust demand will create room for price/ rental growth in key markets. Hence, companies that can benefit from these trends will see reasonable increase in profitability.

Overall, the Indian real estate sector is expected to grow at a healthy pace in 2023 and players that will align their operations in line with the above trends are likely to benefit the most.

DIVIDEND

A. Preference Shares

The Board of Directors of your Company has recommended dividend at the rate of 0.1% on 25,00,00,000 unlisted "0.1% Non-Cumulative, Non-Convertible, Redeemable Preference Shares" having face value of Rs.10/- each for the financial year ended March 31, 2023.

B. Equity Shares

In view of the losses and business requirements of the Company, the Board of Directors of your Company has decided not to recommend any dividend on equity shares of the Company for the financial year ended March 31, 2023.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved the Dividend Distribution Policy in accordance with the provisions of SEBI (LODR) Regulations, 2015. The objective of this policy is to establish the parameters to be considered by the

Board of Directors before declaring or recommending the dividend. The said policy is available at the official website of the Company at https://www.omaxe.com/investor/dividend-distribution-policy.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the FY 2022-23, 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"), unclaimed dividend aggregating to Rs. 2,81,159/- and corresponding 24,492 equity shares, pertaining to unclaimed dividend for the financial year 2014-15, 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.

DIRECTORATE & KEY MANAGERIAL PERSONNEL

During the period under review, following changes occurred in the Board of Directors and Key Managerial Personnel ("KMPs") of the Company:

- Mr. Manoj Kumar Dua was appointed as Chief Financial Officer of the Company w.e.f. 15.11.2022 by the Board of Directors, upon the recommendation of Nomination and Remuneration Committee, in place of Mr. Arun Kumar Pandey who retired from the position of Chief Financial Officer w.e.f. the close of business hours on 14.11.2022 upon attaining the age of superannuation.

- Mr. Vikas Khandelwal was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 14.02.2023 by the Board of Directors, upon the recommendation of Nomination and Remuneration Committee, in place of Mr. Navin Jain who resigned from the position of Company Secretary and Compliance Officer w.e.f. the close of business hours on 13.02.2023.

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, with effect from May 27, 2023:

- Mr. Rohtas Goel relinquished the office of Executive

Director and consequent to the same his designation has been changed from "Chairman & Whole Time Director" to "Chairman & Non-Executive Director/ Non-Executive Chairman" w.e.f. 27.05.2023. The Board of Directors of the Company took note of the same in its meeting held on 26.05.2023 and approved the terms and conditions of appointment and remuneration of Mr. Rohtas Goel, as the Chairman & Non-Executive Director of the Company, upon the recommendation of Nomination and Remuneration Committee, subject to the approval of Members at their ensuing Annual General Meeting.

- Mr. Aroon Kumar Aggarwal was appointed as an additional director (Non-Executive and Independent) by the Board, upon the recommendation of Nomination and Remuneration Committee for a term of 3 consecutive years w.e.f. 27.05.2023.

Further, since, in terms of Regulation 17(1C) of SEBI (LODR) Regulations, 2015, the approval of shareholders for appointment or re-appointment of a person on the Board of Directors is required to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier, the Company has issued Notice of Postal Ballot to the Shareholders on 24.07.2023, seeking approval of the Members on the special resolution for regularization/confirmation on appointment of Mr. Aroon Kumar Aggarwal, as Non-Executive and Independent Director, by communicating assent/dissent through remote e-voting on or before 24.08.2023. The voting results of the Postal Ballot shall be submitted by the Company to the Stock Exchanges i.e. BSE Ltd. and National Stock Exchange of India Ltd. on or before 26.08.2023.

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) of SEBI (Listing Obligations and Disclosure Requirements) 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) 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 Directors meeting have been included in the Corporate Governance Report forming part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, Mr. Rohtas Goel (DIN: 00003735) is retiring by rotation from the position of Director at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

The required details of director(s) seeking approval of appointment/ re-appointment at the 34th AGM of the Company, including nature of expertise in specific functional areas and names of the Companies in which they hold Directorship and Membership/ Chairmanship of Committees of the Board, as stipulated under SEBI (LODR) Regulations, 2015 and applicable Secretarial Standard, are provided in the Notice of 34th AGM.

PUBLIC DEPOSITS

During the FY 2022-23, 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. 0.69 Crores as on March 31, 2023, were accepted in compliance with the provisions of Section 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. 0.69 Crores

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.

LISTING WITH STOCK EXCHANGES

The equity shares of your Company continue 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 2022-23 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.

STATUTORY AUDITORS & STATUTORY AUDIT REPORT

The Members of the Company at their 33rd 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 report, issued by the Statutory Auditors of the Company, on standalone and consolidated financial statements of the Company for the financial year ended on 31st March 2023, 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.

Further, in the course of performance of duties as Auditor, no offence/ fraud by the Company or against the Company or by any officer or employees has been detected or reported in terms of the provisions of Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.

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 2022-23. 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 2022-23 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) Regulations, 2015, the Secretarial Audit Reports of material unlisted subsidiaries of the Company i.e. M/s Omaxe New Chandigarh Developers Private Limited and M/s Omaxe Buildhome Limited are annexed herewith as Annexure IC & ID respectively, forming part of this report.

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 2022-23. 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 2022-23 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 2023-24 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.

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 2022-23. The CSR Annual Report of NIL expenditure and other relevant details is annexed as Annexure II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

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 is included in this Annual Report.

The Statutory Auditors of the Company, M/s BSD & Co., Chartered Accountants, have issued a certificate with respect to Companys 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 the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI (LODR) Regulations, 2015, a Business Responsibility and Sustainability Report is annexed as Annexure III to this Boards Report.

DIRECTORS RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2023, 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, 2023 and of the profit/(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, 2023 were prepared on a going concern basis;

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.

WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 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 Report in form MGT-7 for the FY 2022-23 shall be made 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.

BOARD MEETINGS

The Board of Directors of your Company met Four (4) times during the FY 2022-23. 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. The notice and agenda including all material information and minimum information required to be made available to the Board under SEBI LODR Regulations, 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). During the year under review, separate meeting of the Independent Directors was held on February 13, 2023, without the presence of Non-Independent Directors and the members of the Companys Management.

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.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The details of the performance evaluation are provided in Corporate Governance Report forming part of this Annual Report.

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 and Remuneration Committee has framed a "policy on Appointment and Remuneration of Director(s), KMP(s) and SMP(s)" which is annexed herewith as Annexure IV and also available at the website of the Company at https://www.omaxe.com/investor/criteria-of-making-payments-to-non-executive-directors.

The Members of the Company had, at the recommendation of Nomination & Remuneration Committee, 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 2018-19 to 2022-23. However, due to loss/ absence of profits for the financial year 2022-23, the Company, at the recommendation of Nomination & Remuneration Committee, 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.

Further, since such approval of the Members has been expired, an enabling approval of Members is being sought for payment of commission upto 1% of the net profits of the

Company, each financial year, for a further period of five years, i.e., from financial year 2023-24 to 2027-28.

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. The Company is in compliance with the provisions of subsection (1) of Section 186 of the Companies Act, 2013.

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 Arms 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 without obtaining requisite approvals. The Policy on Related Party Transaction(s) and its materiality is available on the Companys website under the web link https://www.omaxe.com/investor/policy-on-dealing-with-related-party-transactions .

INTERNAL FINANCIAL CONTROL & SYSTEMS

The Board of Directors appointed M/s Doogar & Associates as Internal Auditors of the Company for the FY 2022-23. 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.

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 2022-23 and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 Companys investment in technology has improved customer services and development of new business opportunities.

(a) The efforts made towards technology absorption:

The Companys endeavor 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 non-peak 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 Companys 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 but an expenditure of Rs. 1.35 Crore in foreign currency during the period under review as against no earnings and expenditure in the previous financial year.

RISK MANAGEMENT POLICY

The Company has its Risk Management Policy in line with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) 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 Companys 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.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 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.

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.

Name of the Company

Relationship

1. Shine Grow New Faridabad LLP Became Subsidiary on 21.05.2022 from Associate
2. Worldstreet Sports Center Limited Incorporated as Wholly Owned Subsidiary on 02.06.2022
3. Blackbull Retails Private Limited Incorporated as Wholly Owned Subsidiary on 16.06.2022
4. Omaxe Next Private Limited Incorporated as Wholly Owned Subsidiary on 21.06.2022
5. Omaxe New Amritsar Developers Private Limited Incorporated as Wholly Owned Subsidiary on 22.07.2022
6. Ludhiana Wholesale Market Private Limited Incorporated as Wholly Owned Subsidiary on 03.08.2022
7. Colors Real Estate Private Limited Became Wholly Owned Subsidiary w.e.f. 05.08.2022
8. Estatelance Developers Private Limited Incorporated as Step Down Wholly Owned Subsidiary on
09.09.2022
9. Estatelance Real Estate Private Limited Incorporated as Step Down Wholly Owned Subsidiary on
08.12.2022
10. Omaxe Be Together Project Developers Private Incorporated as Associate Company on 29.12.2022
Limited (Formerly known as Be Together Vrindavan
Developers Private Limited)
11. Salvatore Infra Buildtech Limited Became Step Down Subsidiary w.e.f. 18.03.2023

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

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 Companys website at https://www.omaxe.com/investor/policy-for-determining-material-subsidiaries. As on March 31, 2023, your Company had two material unlisted subsidiaries namely, M/s Omaxe New Chandigarh Developers Private Limited and M/s Omaxe Buildhome Limited.

ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on Consolidated Financial Statements and Financial Reporting issued by the

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

As on 31.03.2023, your Company has 112 Subsidiaries (including 2 material unlisted subsidiary companies namely, M/s Omaxe New Chandigarh Developers 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 3 Associate Companies ("Associates").

During the period under review, there were following changes in the Subsidiaries, JV and Associates of your Company:

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.

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.

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.

DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPCY CODE, 2016

During the year, no applications were made or case was pending against the Company, under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF VALUATION DONE WITH RESPECT TO LOANS TAKEN FROM BANKS OR FINANCIAL INSTITUTION

During the year, there was no one time settlement done in respect of loans taken from Banks or Financial Institutions.

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 behaviour, actual or suspected, fraud or violation of Companys 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 Companys 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.

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.

Further, during the financial year ended March 31, 2023, the Promoter/members of promoter group of the Company i.e. Mr. Rohtas Goel, Promoter & Chairman of the Company, and his brother Mr. Sunil Goel, M/s Sunil Goel HUF & Mrs. Seema Goel (SG Group) have entered into an understanding, subject to execution of relevant agreements etc, as may be required from time to time, for one-time full and final resolution of all/any disputes and differences among them; withdrawal/ quashing, as the case may be, and close all litigations filed against each-other and pending before any courts/ tribunals/ judicial & quasi-judicial authorities/ statutory authorities/ regulatory authorities/ financial institutions/ private institutions/ police and any other authority or body of a like nature; transfer of shareholding of SG Group in Omaxe Group Companies; and re-classification of SG Group from promoter and/or promoter group category of Omaxe Limited, subject to the satisfaction of the conditions set out in Regulation 31A of SEBI LODR Regulations and other applicable laws and necessary approval(s). However, this understanding/ settlement neither, directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

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.

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.

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.

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 companys operations in future.

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 Companys success.

For and on behalf of the Board

Omaxe Limited

Sd/-

Rohtas Goel

Chairman & Non-Executive Director

DIN: 00003735

Regd. Office: 19-B, First Floor,

Omaxe Celebration Mall, Sohna Road,

Gurugram, Haryana-122001

Date: 10.08.2023

Place: New Delhi