We have audited the accompanying standalone financial
statements of Omaxe Limited ("the Company"), which
comprise the Balance Sheet as at 31st March 2026, the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of changes in Equity and the
Statement of Cash Flows for the year then ended, and Notes
to Standalone Financial Statement including a summary
of the material accounting policies and other explanatory
information (hereinafter referred to as "the standalone
financial statements").
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("the Act") in the manner so required and
give a true and fair view in conformity with Indian Accounting
Standards prescribed under section 133 of the Act read with
Companies (Indian Accounting Standards) Rules, 2015, as
amended and accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March
2026, its loss (including other comprehensive loss), changes
in equity and its cash flows for the year then ended.
Basis for Opinion
We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI) together
with the independence requirements that are relevant to
our audit of the standalone financial statements under the
provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI's Code of Ethics. We
believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Emphasis of Matters
We draw attention to note numbers 43 and 45 to the
standalone financial statements:
1. In the financial year ended 31st March 2022, search
was initiated against the Company under section 132
of the Income Tax Act, 1961 and pursuant to that the
Company had received Income Tax Demand(s) pertaining
to Assessment Years from 2014-15 to 2022-23 under
section 147/143(3) of Income Tax Act, 1961. The Company
have filed Appeals before Appellate Authority (CIT-A)
within the timelines as allowed under the Act.
The Company also filed writ petition before Hon'ble High
Court challenging re-opening / opening of cases u/s
147/143(3) on the ground that same should have been
done in faceless mechanism. The Hon'ble High Court
disposed such petitions and has issued clear direction(s)
to appellate authority {(CIT)(A)} to decide the pending
appeals based on its previous judgements, where all
such cases were dismissed in favour of assessee and all
such notices under section 148 of Income Tax Act, 1961
were quashed.
Accordingly, in the opinion of the management, such
order against the Company will also be dismissed in due
course of time and therefore, no provision of any potential
liability has been made in the Financial Statements,
however demand raised have been disclosed as
contingent liability in Note No. 40 of standalone financial
statements.
2. The Company had received an Order dated 30th July
2024 from SEBI under section 11, 11B of SEBI Act, 1992
covering the period from 2018-19, 2019-20 and 2020¬
21, against which company had filed an appeal with the
Securities Appellate Tribunal (SAT) and SAT vide Order
dated 1st October 2024 had granted stay on directions at
para 41 (i) of SEBI order dated 30th July 2024 relating to
restricting company and others from accessing securities
market and to deal in securities, enabling the company
to raise capital and continue all business activities as
usual without any restriction. The proceeding with SAT is
undergoing and in the opinion of the management of the
Company, the said Order has no impact on the financial
results of the Company
Key Audit Matters
Key audit matters ("KAM") are those matters that, in our
professional judgement, were of the most significance in our
audit of the standalone financial statements of the current
period. These matters were addressed in the context of our
audit of the standalone financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to our emphasis of
matters, we have determined the matters described below
to be the key audit matters to be communicated in our report.
Description of Key Audit Matters
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Sr. No.
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Key Audit Matters
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How that matter was addressed in our audit report
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1
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Revenue Recognition
The Company applies Ind AS 115 "Revenue from
contracts with customers" for recognition of revenue
from real estate projects, which is being recognized
at a point in time upon transfer of control of promised
real estate property to customer at an amount
that reflects the consideration which the company
expects to receive in exchange for such booking.
Considering application of Ind AS 115 involves
certain key judgments relating to identification of
contracts with customer, identification of separate
performance obligation in the contract, satisfaction
of performance obligations, determination of
transaction price, allocation of transaction price to
the performance obligations and recognition of the
revenue when the company satisfies the performance
obligation.
Refer note 30 to the standalone financial statements.
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Our audit procedure on revenue recognition from real estate
projects included:
Selecting samples to identify contracts with customers,
identifying separate performance obligations in the contracts,
determination of transaction price and allocating the
transaction price to separate performance obligation.
On selected samples, we tested that the revenue recognition
is in accordance with accounting standards by
i) Reading, analyzing and identifying the distinct performance
obligations in real estate projects.
ii) Comparing distinct performance obligations with those
identified and recorded.
iii) Reading terms of agreement to determine transaction
price including variable consideration to verify transaction
price used to recognize revenue.
iv) Performing analytical procedures to verify reasonableness
of revenue accounted by the Company.
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2
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Pending Income Tax Cases
The Company has various tax litigations/matters that are
pending before tax authorities involving tax demands.
The Company assesses such litigations/matters on a
periodic basis. For the tax litigations/matters referred
to in note 40, 42 and 43 to the standalone financial
statements significant management judgment is
required in assessing the exposure due to the inherent
uncertainties as to likely outcome, and due to the
nature and timeframe involved, taxation exposures are
identified as a key audit matter.
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Our audit procedures included, among others:
i) We obtained an understanding of the Company's process
to identify claims, litigations and contingencies.
ii) We obtained a list of tax litigations/matters from the
Company and performed inquiries with the management, as
to their likely outcome, financial impact and repetitiveness
and obtained management representation thereon.
iii) We examined evidence to corroborate management's
assessment of the risk profile in respect of these
matters including reading the Company's submissions
to relevant authorities and orders received in this
regard.
iv) In relation to material tax litigations/matters, Company
involved an independent tax expert, as appropriate, to
perform an independent assessment of the conclusions
reached by management.
v) We read the disclosures in the standalone financial
statements to assess if they reflect the key facts and
circumstances of the underlying tax exposures
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Sr. No.
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Key Audit Matters
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How that matter was addressed in our audit report
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3
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Liability for non-performance of real estate
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We obtained details/ list of pending civil cases and reviewed on
sample basis real estate agreements, to ascertain damages
on account of non-performance of those agreements and
discussed with the legal team of the Company to evaluate
management position. We have been represented that owing
to the nature of Contingency, the amount is not quantifiable.
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agreements/ civil lawsuits against the Company
The Company may be liable to pay damages/
interest for specific non- performance of certain
real estate agreements, civil cases preferred against
the Company for specific performance of the land
agreement, the liability on account of these, if any
has been disclosed as contingent liability. However,
the amount is not quantifiable.
Refer Note 40 (VII and VIII) to the standalone financial
statements
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4
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Inventories
The company's inventories comprise mainly of
projects under construction / development (projects-
in-progress), completed real estate projects and
Land.
The inventories are carried at lower of cost and net
realizable value (NRV). NRV for completed inventory
is assessed including but not limited to market
conditions and prices existing at the reporting
date and is determined by the company based on
net amount that it expects to realise from the sale
of inventory in the ordinary course of business.
NRV in respect of inventories under construction
is assessed with reference to market prices (by
referring to expected or recent selling prices) at the
reporting date less estimated costs to complete the
construction, and estimated cost necessary to make
the sale.
The carrying value of inventories is a material part
of the total assets of the company and involves
significant estimates and judgements in assessment
of NRV. Accordingly, it has been considered as key
audit matter.
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Our audit procedures to assess the net realizable value
(NRV) of the inventories include the following:
We had discussions with Management to understand
Management's process and methodology to estimate NRV,
including key assumptions used and we also verified project
wise un-sold area and recent sale prices and estimated cost
of construction to complete projects.
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5
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Recognition and measurement of Deferred Tax Assets
Under Ind AS, the company is required to reassess
recognition of deferred tax asset at each reporting
date. The company has deferred tax assets in respect
of brought forward losses and other temporary
differences, as set out in Note 6 and 38 to the
standalone financial statements.
The company's deferred tax assets in respect of
brought forward business losses are based on the
projected profitability. This is determined on the
basis of significant management judgement and
estimation given that is based on assumptions such
as the likely timing and level of future taxable profits
which are affected by expected future market and
economic conditions.
We have identified recognition of deferred tax
assets as a key audit matter because of the related
complexity and subjectivity of the assessment
process.
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Our Audit procedures include:
i) Obtained an understanding of the process and tested
the control over recording of deferred tax and review of
deferred tax at each reporting date
ii) Evaluated management assumptions, used to determine
the probability that deferred tax assets recognized in the
balance sheet will be recovered through taxable income
in future years, by handing over of major real estate
projects.
iii) Tested the computations of amount and tax rate used
for recognition of deferred tax assets.
iv) We have also focused on the adequacy of the company's
disclosure on deferred tax.
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Sr. No.
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Key Audit Matters
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How that matter was addressed in our audit report
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6
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Related Party Transactions
The company has undertaken transactions with its
related parties in the ordinary course of business
at arm's length. These include making new or
additional investments in its subsidiaries, project
management services, lending loans or advances to
related parties, sales or purchases of property, plant
and equipment or building materials/ consumables
to and from related parties etc. as disclosed in note
54 to the standalone financial statements.
We identified the accuracy and completeness of the
related party transactions, and its disclosure as set
out in respective notes to the financial statements
as a key audit matter due to the significance of
transactions with related parties and regulatory
compliances thereon during the year ended 31st
March 2026.
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Our procedures included:
i) Obtained and read the Company's policies and procedures
in respect of identifying related parties, obtaining
approval, recording and disclosure of related party
transactions.
ii) Read minutes of shareholder meetings, board meetings
and minutes of meetings of those charged with
governance in connection with Company's assessment
of related party transactions being in the ordinary course
of business at arm's length.
iii) Tested, related party transactions with the underlying
contracts, confirmation letters and other supporting
documents.
iv) Agreed the related party information disclosed in the
financial statements with the underlying supporting
documents, on a sample basis.
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Information other than the Standalone Financial Statements
and Auditors report thereon
The Company's Management and Board of Directors are
responsible for the preparation of the other information.
The other information comprises the information
included in the Management Discussion and Analysis,
Board's Report including Annexures to Board's Report,
Business Responsibili ty Report, Corporate Governance
and Shareholder's Information, but does not include the
standalone financial statements and our auditor's report
thereon. Our opinion on the standalone financial statements
does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements, or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report
in this regard.
Management’s Responsibility for the Standalone Financial
Statements
The Company's Management and Board of Directors are
responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance, total comprehensive
income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone financial statements,
management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the
Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.
• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls system in place and
the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the
standalone financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor's report. However, future events or
conditions may cause the Company to cease to continue
as a going concern.
• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order”), issued by the Central Government of
India in terms of section 143 (11) of the Act, as stated in
the 'Other Matter' paragraph we give in the “Annexure
I” a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, based on our
audit, we report that:
a. We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss
(including other comprehensive loss), the Statement
of Cash Flow and the Statement of Changes in Equity
dealt with by this report are in agreement with the
relevant books of account.
d. In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.
e. On the basis of the written representations received
from the directors as on 31st March 2026 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31st March 2026 from
being appointed as a director in terms of Section
164(2) of the Act.
f. With respect to the adequacy of the internal financial
controls over financial reporting of the Company
and the operating effectiveness of such controls,
refer to our separate report in “Annexure-II”.
Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company's internal financial controls with reference
to standalone financial statements.
g. With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act:
In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid to all the other directors is within
the limits approved.
h. With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations given
to us:
i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements- Refer note 40
to the standalone financial statements.
ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.
iii. There was no amount required to be transferred
to the Investor Education and Protection Fund by
the Company - Refer note 27 to the standalone
financial statements.
iv. (a) The Management has represented that,
to the best of its knowledge and belief, as
disclosed in the note 58 (a) to the standalone
financial statements, no funds have been
advanced or loaned or invested (either
from borrowed funds or share premium
or any other sources or kind of funds) by
the Company to or in any other person(s)
or entity(ies), including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Company
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
(b) The Management has represented, that,
to the best of its knowledge and belief,
as disclosed in the note 58 (b) to the
standalone financial statements no funds
have been received by the Company from
any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing
or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that
have been considered reasonable
and appropriate in the circumstances
performed by us, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (a) and
(b) contain any material misstatement.
v. The company has not declared or paid any
dividend including interim dividend during the
year.
vi. According to the information and explanations
given to us and based on our examination, which
included test checks, the Company has used
accounting software for maintaining its books
of account which has the feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit we did not come
across any instance of the audit trail feature
being tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.
For B S D & Co
Chartered Accountants
Firm Registration No: 000312S
Sd/-
Sujata Sharma
(Partner)
Membership No: 087919
UDIN:26087919EESBGV8077
Place: New Delhi
Date: 15th May 2026
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