BOARDS REPORT

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:

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%

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 Company's new
launches were strategically located in prominent cities
such as Faridabad, New Chandigarh, Lucknow, Ratlam and
Ludhiana. The group's net worth as of the end of FY 2022-23
stood at Rs. 898 crores.

OUTLOOK

The Indian Real Estate sector's 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 economy's 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 CBRE's 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,
India's 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.

• CBRE's 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.

DIVIDENDA. 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 34^th 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 34^th 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
31^st 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 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 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 Board's 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 Company's 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 sub¬
section (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 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 without obtaining requisite approvals. The
Policy on Related Party Transaction(s) and its materiality
is available on the Company's 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 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 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 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 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 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.

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.

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:

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.

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, 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

Institute of Chartered Accountants of India (' IC AI') 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 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.

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 0
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
company's 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 Company's 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