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You can view full text of the latest Director's Report for the company.

BSE: 533273ISIN: INE093I01010INDUSTRY: Realty

BSE   ` 1755.00   Open: 1710.35   Today's Range 1694.65
1765.00
+51.50 (+ 2.93 %) Prev Close: 1703.50 52 Week Range 1390.15
2006.25
Year End :2026-03 

Your Directors have pleasure in presenting the 28th Annual Report of the Company on the business and operations of the Company,
together with the Audited Financial Statements for the year ended March 31, 2026.

FINANCIAL RESULTS

The Company's performance during the financial year ended March 31, 2026 as compared to the previous financial year is summarized
below:

Particulars

CONSOLIDATED

STANDALONE

2025-2026

2024-2025

2025-2026

2024-2025

Revenue from operations
Other income
Total revenue
Expenses

Profit before exceptional items and share of profit of
joint ventures and associate (net)

Share of Profit/(Loss) of joint ventures and associate (net)
Profit before exceptional items and tax
Exceptional items
Profit before tax
Tax expenses

Other comprehensive income (net of tax)

Total comprehensive income for the year

600,906.13

528,627.45

491,554.63

437,198.09

29,520.76

18,790.24

28,702.74

18,608.62

630,426.89

547,417.69

520,257.37

455,806.71

302,237.04

253,691.35

259,686.57

222,194.06

328,189.85

293,726.34

260,570.80

233,612.65

1,677.23

763.34

-

-

329,867.08

294,489.68

260,570.80

233,612.65

2,306.26

-

1,901.29

-

327,560.82

294,489.68

258,669.51

233,612.65

76,818.09

71,938.31

61,833.86

56,740.04

21.12

(146.21)

23.68

(115.16)

250,763.85

222,405.16

196,859.33

176,757.45

NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real Estate
development and hospitality. The Company develops residential,
commercial, hospitality, retail and social infrastructure projects.
There was no change in nature of the business of the Company,
during the year under review.

FINANCIAL PERFORMANCE
Consolidated Financials

During the year under review, your Company's consolidated
total revenue stood at ' 6,30,426.89 lakh as compared to
' 5,47,417.69 lakh for the previous year, representing an
increase of 15.16%; profit before exceptional items and tax stood
at ' 3,29,867.08 lakh for the year under review as compared
to ' 2,94,489.68 lakh for the previous year representing an
increase of 12.01%; and the total comprehensive income stood
at ' 2,50,763.85 lakh as compared to ' 2,22,405.16 lakh for
the previous year representing an increase of 12.75%.

Standalone Financials

During the year under review, the total revenue stood at
' 5,20,257.37 lakh as compared to ' 4,55,806.71 lakh for
the previous year, representing an increase of 14.14%; profit
before exceptional items and tax stood at ' 2,60,570.80 lakh
for the year under review as compared to ' 2,33,612.65 lakh
for the previous year, representing an increase of 1 1.54%; and
the total comprehensive income stood at ' 1,96,859.84 lakh as
compared to ' 1,76,757.45 lakh for the previous year representing
an increase of 11.37%.

REPORT ON PERFORMANCE AND FINANCIAL
POSITION OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES

During the year under review, your Company has incorporated a
Section 8 Company, as a wholly owned subsidiary in the name
of 'Oberoi Realty Foundation' on August 22, 2025.

Also, kindly refer the section titled 'Corporate Restructuring' for
changes in group structure. Save and except the same there were
no changes in subsidiary, associate or JV during year under review.

The performance and financial position of each of the subsidiaries,
associates and joint venture companies for the year ended March
31, 2026 is attached to the financial statements hereto.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the
profits earned during FY 2025-26.

DIVIDEND

Taking into consideration the stable performance of your Company
and in recognition of the trust in the management by the members
of the Company, your Directors had declared 4 interim dividends
of ' 2 each, thus aggregating to ' 8 per share on the equity
shares of ' 10/- each for FY2025-26. It is proposed to the
members that the said interim dividend for the FY2025-26 as
declared by the Board of Directors shall be confirmed as the
final dividend for the said financial year. Thus the total dividend
on equity shares of the Company for FY2025-26 is ' 8 (Rupees
Eight only) i.e. 80% as compared to dividend of ' 8 per equity
shares (80%) in the previous year.

CORPORATE RESTRUCTURING

Acquisition of stake in Hotel Horizon Private
Limited, a joint venture company

During the year under review the Hon'ble National Company Law
Tribunal, Mumbai bench vide its order dated January 29, 2026,
approved the Resolution Plan submitted by the consortium of
Oberoi Realty Limited, Shree Naman Developers Private Limited,
and JM Financial Properties and Holdings Limited (collectively,
the "Consortium") in the corporate insolvency resolution process
of Hotel Horizon Private Limited ("HHPL")

The Consortium has on May 7, 2026 completed the
implementation of the said resolution plan and consequently your
Company holds 49.999% ownership of HHPL.

Merger of Nirmal Lifestyle Realty Private Limited, a
wholly owned subsidiary

During FY 2024-25, the Board of Directors of your Company had
approved the Scheme of Amalgamation of Nirmal Lifestyle Realty
Private Limited ("NLRPL") with Oberoi Realty Limited ("ORL"), and their
respective shareholders pursuant to provision of Section 230 to 232
and other applicable provisions of Companies Act, 2013 ("Scheme").

The Hon'ble National Company Law Tribunal, Mumbai ("NCLT")
has vide its order dated April 6, 2026 ("Order") approved the
Scheme. The Appointed Date for the Scheme is November 7,
2024. The Scheme has come into effect from April 14, 2026
i.e. the Effective Date.

Also, in terms of the Scheme, the authorized share capital
of your Company automatically stands increased by the
aggregate of authorized share capital of NLRPL. Accordingly,
the authorized share capital of the Company has increased from
' 430,75,00,000 (Rupees Four Hundred Thirty Crore Seventy
Five Lakhs only) divided into 43,07,50,000 (Forty Three Crore
Seven Lakh Fifty Thousand only) equity shares of ' 10 (Rupees
Ten) each to ' 4,31,00,00,000 (Rupees Four Hundred Thirty
One Crore only) divided into 43,10,00,000 (Forty Three Crore
Ten Lakh only) equity shares of ' 10 (Rupees Ten) each, and
the Capital clause of the Memorandum of Association of the
Company stands suitably substituted.

Since NLRPL was a wholly owned subsidiary of your Company,
upon the Scheme becoming effective no shares of the Company
have been allotted in lieu or exchange of the holding of equity
shares in NLRPL, and accordingly there is no change in the
issued, subscribed, and paid-up share capital of the Company
pursuant to the Scheme coming into effect.

Investment in I-Ven Realty Limited, a joint venture
company

I-Ven Realty Limited ("IVRL") is a joint venture of your Company.
Pursuant to a Share Subscription Agreement dated March 20,
2025 entered into between Alpha Wave Ventures II, LP ("Alpha
Wave"), I-Ven Realty Limited, the Company and Mr. Vikas
Oberoi, Alpha Wave had agreed to invest ' 1,25,000 lakh
for a 21.74% stake (on a fully diluted basis) in IVRL. The said
transaction was consummated on May 9, 2025, and 2,77,778
Series A CCPS at an issue price of ' 44,999.964 per share,
and 10 Class A Equity Shares at an issue price of ' 10 per
share, were allotted by IVRL to Alpha Wave on May 9, 2025.

Consequently the holding of your Company in IVRL stand reduced
from 50.00% to 39.13% on a fully diluted basis.

Strike-off of Astir Realty LLP, a wholly owned
limited liability partnership

Astir Realty LLP ("Astir") was a limited liability partnership registered
under the provisions of Limited Liability Partnership Act, 2008.
The entire partnership interest in Astir was held by ORL.

During the year under review, consequent to the approval of the
application made by Astir on March 18, 2025 for striking-off
its name from the register of limited liability partnerships under
the provisions of Rule 37(1)(b) of the Limited Liability Partnership
Rules, 2009, Astir ceased to exist w.e.f. May 26, 2025.

Strike-off of Sight Realty Private Limited, a wholly
owned subsidiary

Sight Realty Private Limited ("Sight") was a wholly owned
subsidiary of the Company registered under the provisions of
Companies Act, 1956 ("Act").

During the year under review, consequent to the approval of the
application made by Sight on April 24, 2025 for striking off its
name from register of companies under the provisions of Section
248 of the Act, Sight ceased to exit w.e.f. July 1, 2025.

DEPOSITS

During the year under review, your Company neither accepted
any deposits nor there were any amounts outstanding at the
beginning of the year which were classified as 'Deposits' in
terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014 and hence, the
requirement for furnishing of details of deposits which are not in
compliance with the Chapter V of the Companies Act, 2013 is
not applicable.

DISCLOSURE W.R.T. MATERIAL CHANGES AND
COMMITMENTS

Except as disclosed elsewhere in this report, no material changes
and commitments which could affect the Company's financial
position, have occurred between the end of the financial year of
the Company and date of this report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company are
adequate. During the year under review, no material or serious
observation has been received from the Statutory Auditors and
the Internal Auditors of the Company on the inefficiency or
inadequacy of such controls.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of
the Company's business, size and complexity of its operations are
in place and have been operating satisfactorily. Internal control
systems comprising of policies and procedures are designed
to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance
with policies, procedure, applicable laws and regulations.
Internal control systems are designed to ensure that all assets
and resources are acquired economically, used efficiently and
adequately protected.

DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any
Regulator or Court or Tribunal which can have impact on the going
concern status and the Company's operations in future. There are
no proceedings initiated/pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All the transactions/ contracts/ arrangements of the nature
as specified in Section 188(1) of the Companies Act, 2013
entered by the Company during the year under review with
related party(ies) are in ordinary course of business and on
arm's length.

Kindly refer the financial statements for the transactions with
related parties entered during the year under review.

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS UNDER SECTION 186

Kindly refer the financial statements for the loans, guarantees
and investments given/made by the Company as on March 31,
2026.

NON-CONVERTIBLE DEBENTURES

In FY 2021-22 your Company raised an aggregate amount
of ' 1,00,000 lakh by way of issue of listed, secured,
rated, redeemable, non-convertible debentures on private
placement basis, and the entire issue proceeds were utilized
towards the objects of the Issue in FY 2021-22 itself. During
the year under review from the said debentures, your
Company had redeemed the entire outstanding balance of
' 6,000 lakh from Series III debentures.

Further, in FY 2024-25 your Company raised an aggregate
amount of ' 1,50,000 lakh by way of issue of listed, secured,
rated, redeemable, non-convertible debentures on private
placement basis, and the entire issue proceeds have been
fully utilized towards the objects of the issue as at March 31,
2026. Kindly refer the Section on Corporate Governance for
the details of utilization of the issue proceeds. During the year
under review, your Company has redeemed an amount of
' 31,700 lakh from Series 1 debentures (of ' 40,000 lakh)
by way of face value reduction. Consequently, non-convertible
debentures of an aggregate value of ' 1,18,300 lakh are
outstanding as on March 31, 2026.

Axis Trustee Services Limited is the debenture trustee for the above
non-convertible debentures issued by the Company. Their contacts
details are given under the Corporate Governance section of the
Annual Report.

DISCLOSURE RELATING TO EQUITY SHARES WITH
DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential
rights during the year under review and hence no information as
per provisions of Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the
year under review and hence no information as per provisions
of Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK
OPTION SCHEME AND EMPLOYEE STOCK PURCHASE
SCHEME

The members of the Company had vide postal ballot approved on
August 28, 2025 an employee stock option plan (ESOP 2025).
ESOP 2025 is in compliance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and no changes in
ESOP 2025 were effected during the year under review. During
the year under review there were no instances of grant of stock
options under ESOP 2025. The
disclosure in terms of Companies
(Share Capital and Debenture) Rules, 2014 and SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 are
available on the website of the Company.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT
DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees
and hence no disclosure under Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Board of Directors and Key Managerial Personnel

Mr. Vikas Oberoi is liable to retire by rotation at the 28th Annual
General Meeting in terms of Section 152 read with Section
149(13) of the Companies Act, 2013, and has offered himself
for reappointment.

At the last Annual General Meeting held on July 2, 2025,
Mr. Saumil Daru who was liable to retire by rotation, and being
eligible was reappointed as a Director of the Company.

On June 16, 2025, the Board of Directors of the Company had
appointed Mr. Sanjay Shah (DIN: 00338251) as an Additional
Director in the category of Non-Executive Independent Director
of the Company w.e.f. June 16, 2025, who in terms of Section
161(1) of the Companies Act, 2013 held the said office upto
the date of the next Annual General Meeting i.e. the 27th Annual
General Meeting held on July 2, 2025.

Since Mr. Sanjay Shah was appointed as an Additional Director
on June 16, 2025, on account of the operation of Section 161(1)
of the Companies Act, 2013 Mr. Sanjay Shah vacated the said
office of Additional Director w.e.f. July 2, 2025.

Further, the Board of Directors of the Company re-appointed
him as an Additional Director of the Company in the category
of Non-Executive Independent Director on July 2, 2025 as a
Non-Executive Independent Director of the Company, not liable
to retire by rotation, to hold office for a term of five consecutive
years upto to June 15, 2030.

The appointment of Mr. Sanjay Shah as Director of the Company
was approved by the Members of the Company on August 28,
2025 vide postal ballot.

Also, during the year under review, the second term of 5
consecutive years of Mr. Karamjit Singh Kalsi (DIN: 02356790)
as an Independent Director of the Company has expired on
June 30, 2025 resulting in him vacating the office of a director
of the Company from that date. The Board places on record
its appreciation for the guidance and support provided by Mr.
Karamjit Singh Kalsi during his association with the Company.

In the opinion of the Board, all the Directors possess the requisite
qualification, experience, and expertise and hold high standards
of integrity.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual
declarations from all the Independent Directors confirming that
they fulfil the criteria of independence as specified in Section
149(6) of the Companies Act, 2013.

All those Independent Directors who are required to undertake
the online proficiency self-assessment test as contemplated under
Rule 6(4) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, either have passed such test, or have time
available to them to undertake such test.

DISCLOSURE RELATED TO BOARD, COMMITTEES AND
POLICIES

Board Meetings

The Board of Directors met 5 times during the financial year
ended March 31, 2026 in accordance with the provisions of
the Companies Act, 2013 and rules made there under. All the
Directors actively participated in the meetings and provided
their valuable inputs on the matters brought before the Board of
Directors from time to time. Additionally, on March 27, 2026,
the Independent Directors held a separate meeting in compliance
with the requirements of Schedule IV of the Companies Act, 2013
and the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in
relation to the audited financial statements of the Company for
the year ended March 31, 2026, the Board of Directors hereby
confirms that:

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanations relating to material departures,
wherever applicable;

(b) such accounting policies have been selected and applied
consistently and the Directors made judgements 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
at March 31, 2026 and of the profits of the Company for
the year ended on that date;

(c) proper and sufficient care was taken 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 have been prepared
on a going concern basis;

(e) internal financial controls have been laid down to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in
accordance with the provisions of sub-section (1) of Section 178
of the Companies Act, 2013. Kindly refer section on Corporate
Governance for matters relating to constitution, meetings, functions
of the Committee; and the remuneration policy formulated by this
Committee.

Audit Committee

An Audit Committee is in existence in accordance with the
provisions of Section 177 of the Companies Act, 2013. Kindly
refer section on Corporate Governance, for matters relating to
constitution, meetings and functions of this Committee.

Corporate Social Responsibility Committee

A committee to deal with the matters relating to Corporate Social
Responsibility is in existence in accordance with the Section 135
of the Companies Act, 2013.

For details of the composition, meetings, and functions of the
Committee, the CSR policy and other relevant details that are
required to be disclosed under the provisions of Section 134(3)
(o) of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, kindly refer
Annexure
I
attached herewith which forms part of this report, and also the
section on Corporate Governance.

Other Board Committees

For details of other board committees, kindly refer the section on
Corporate Governance.

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) of the
Companies Act, 2013, the Board of Directors of the Company
has framed the "Whistle Blower Policy" as the vigil mechanism
for Directors and employees of the Company. The
Whistle
Blower Policy
is disclosed on the website of Company.

Fraud Reporting

During the year under review, no instances of fraud were reported
by the Auditors of the Company.

Risk Management Policy

The Board of Directors of the Company has put in place a Risk
Management Policy which aims at enhancing shareholders' value
and providing an optimum risk-reward tradeoff. The risk management
approach is based on a clear understanding of the variety of risks that
the organization faces, disciplined risk monitoring and measurement
and continuous risk assessment and mitigation measures.

Annual Evaluation of Directors, Committee and Board

The Nomination and Remuneration Committee of the Board has
formulated a Performance Evaluation Framework, under which the
Committee has identified criteria upon which every Director, every
Committee, and the Board as a whole shall be evaluated. During
the year under review the said evaluation had been carried out.

Particulars of Employees and Remuneration

Disclosure with respect to the remuneration of Directors and
employees as required under Section 197 of the Companies Act
and Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 has been provided in
Annexure II attached herewith and forms part of this report. The
information required pursuant to Section 197 of the Companies
Act read with Rule 5(2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company is provided in a separate
exhibit which is available on the website of the Company
https://www.oberoirealty.com, under the section 'Investor
Corner', 'Notices/ Others' and is also available for inspection by
the Members up to the date of the ensuing Annual General Meeting.

Payment of remuneration/commission to Executive
Directors from holding or subsidiary companies

Neither the Managing Director, nor the Whole Time Director of
the Company are in receipt of remuneration/ commission from
any subsidiary company of the Company. The Company has no
holding company.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Observation of statutory auditors on financial
statements for the year ended March 31, 2026

The auditors report does not contain any qualification, reservation
or adverse remark or disclaimer or modified opinion.

Secretarial Audit report for the year ended March
31, 2026

As required under provisions of Section 204 of the Companies
Act, 2013 and pursuant to Regulation 24A of Listing Regulations,
the reports in respect of the Secretarial Audit for FY 2025-26
carried out by M/s. Rathi and Associates, Company Secretaries
in Form MR-3 forms part to this report. Also, the Secretarial Audit
Reports for FY 2025-26 in Form MR-3 in respect of Incline Realty
Private Limited, the material unlisted subsidiary of your Company,
form part of this report. The said reports does not contain any
adverse observation or qualification or modified opinion.

Statutory Auditors' appointment

The members of the Company at the 24th Annual General Meeting
held on July 15, 2022 reappointed S R B C & Co LLP, Chartered
Accountant (Firm registration No. 324982E/E300003) as the
Statutory Auditors of the Company to hold office for the second
term of 5 consecutive years i.e. from the conclusion of the 24th
Annual General Meeting till the conclusion of the 29th Annual
General Meeting to be held in the year 2027.

Secretarial Auditors' appointment

The members of the Company at the 27th Annual General
Meeting held on July 2, 2025 appointed M/s. Rathi &

Associates, Company Secretaries (Firm Registration No.
P1988MH011900), as the Secretarial Auditors for a term of 5
consecutive years i.e from FY 2025-26 till FY 2029-30.

Cost Auditors

In respect of FY 2025-26, your Company is required to maintain
cost records as specified by the Central Government under
Section 148(1) of the Companies Act, 2013 for the Construction
industry, and accordingly such accounts and records are made
and maintained by your Company.

The cost accounts and records are also required to be audited
pursuant to the provisions of Section 148 of the Companies Act,
2013, read with notifications/ circulars issued by the Ministry
of Corporate Affairs from time to time, and accordingly as
per the recommendation of the Audit Committee, the Board of
Directors has appointed M/s. Kishore Bhatia & Associates, Cost
Accountants, as the Cost Auditors of the Company for FY 2026¬
27. The resolution for ratification of the remuneration to be paid
for the said appointment for FY 2026-27 is included in the notice
of the ensuing Annual General Meeting, which may kindly be
referred for more details.

OTHER DISCLOSURES

Other disclosure as per provisions of Section 134 of the
Companies Act, 2013 read with Companies (Accounts) Rules,
2014 are furnished as under:

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies
Act, 2013, the Annual Return for the financial year ended
March 31, 2026 is available on the website of the Company
at
https://www.oberoirealtv.com, under the section 'Investor
Corner', 'Notices/ Others'.

Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/ pending against the
Company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the banks or financial institutions along with the
reasons thereof

During the financial year under review, there were no instances of
one-time settlement with any bank or financial institution.

Conservation of energy, technology absorption and
foreign exchange earnings and outgo

The particulars as required under the provisions of Section
134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 in respect of conservation
of energy and technology absorption have not been furnished
considering the nature of activities undertaken by the Company
during the year under review.

The details of foreign exchange earnings and outgo during the
year under review is as under:

Value of imports (on C. I. F. basis)

Particulars

2025-26

2024-25

Materials

1,320.68

332.59

Capital Goods

150.37

77.34

Earnings in foreign currency Ion receipts basis)

Particulars

2025-26

2024-25

Sale of residential units

-

-

Hospitality services

-

8,267.40

Expenditure in foreign currency Ion payment basis)

Particulars

2025-26

2024-25

Foreign Travel

84.73

9.29

Professional Fees

1,736.72

784.86

Others

97.18

118.77

No. of complaints of sexual harassment received during
FY 2025-26

Nil

No. of complaints of sexual harassment disposed off
during FY 2025-26

Nil

No. of complaints outstanding at the end of the year

Nil

No. of complaints of sexual harassment pending for
more than ninety days

Nil

Compliance with Secretarial Standards

The Company is in compliance with the mandatory Secretarial
Standards.

Unclaimed and Unpaid Dividends, and transfer of
shares to IEPF

Kindly refer section on Corporate Governance, under head
'Unclaimed and Unpaid Dividends, and transfer to Shares of
IEPF' for the amounts of unclaimed and unpaid dividends lying
with the Company.

Members who have not yet received/ claimed their dividend
entitlements are requested to contact the Company or the Registrar
and Transfer Agent of the Company.

Pursuant to Section 124 of the Companies Act, 2013 read with
the Investor Education Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends
remaining unpaid or unclaimed for a period of 7 years and
also the shares in respect of which the dividend has not been
claimed by the shareholders for 7 consecutive years or more are
required to be transferred to Investor Education Protection Fund
(IEPF) in accordance with the procedure prescribed in the Rules.
Accordingly, during FY 2025-26, the Company has transferred to
IEPF the unclaimed and unpaid dividend pertaining to FY 2017¬
18 of ' 90,008 and also 82 shares in respect of which shares
the dividend had not been claimed by the shareholders for 7
consecutive years. The details of the dividend amount and shares
so transferred to IEPF are available on the website of Company.

Members can claim from IEPF Authority their dividend entitlements
and/ or shares transferred to IEPF by following the required procedure.

Service of documents through electronic means

Subject to the applicable provisions of the Companies Act,
2013, and applicable law, all documents, including the Notice
and Annual Report shall be sent through electronic transmission in
respect of members whose email IDs are registered in their demat
account or are otherwise provided by the members. A member
shall be entitled to request for physical copy of any such documents.

Internal Complaint Committee

The Company has complied with the provisions relating to
the constitution of Internal Complaint Committee (
"ICC'') as
required under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

The Company is strongly opposed to sexual harassment and
employees are made aware about the consequences of such
acts and about the constitution of ICC.

Compliance with the Maternity Benefit Act, 1961

The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961 as amended from time to time and the rules
made thereunder.

Corporate Governance

The report on Corporate Governance and also the report of the
Statutory Auditors regarding compliance with the conditions of
Corporate Governance have been furnished in the Annual Report
and forms a part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis report has been
separately furnished in the Annual Report and forms a part of the
Annual Report.

Business Responsibility and Sustainability Reporting

In compliance with the Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
read with SEBI circulars issued from time to time, the Business
Responsibility and Sustainability Reporting for the financial year
ended March 31, 2026 has been separately furnished in the
Annual Report and forms a part of the Annual Report.

Dividend Distribution Policy

In compliance with the Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Dividend Distribution Policy formulated by the Company
is available on the website of the Company

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the employees,
customers, suppliers, bankers, business partners/ associates,
financial institutions and various regulatory authorities for their
consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing
their confidence and faith in the Company and its management.

For and on behalf of the Board of Directors

Vikas Oberoi

Chairman & Managing Director
DIN: 00011701

Date: May 8, 2026
Place: Mumbai