Your Directors have pleasure in presenting the 36^th (Thirty
Six) Annual Report on the business and operations of the
Company together with the audited financial statements of
the Company for the financial year ended on March 31, 2025.

1. FINANCIAL HIGHLIGHTS

A brief overview on standalone and consolidated financial
performance of the Company for the financial year ended
on March 31, 2025 is as follows:

(Rupees in Crores)

2. REVIEW OF BUSINESS OPERATIONS

In FY25, Omaxe made significant strides in its diversified
growth strategy with key project launches and robust
execution. Landmark developments included India's first
integrated multi-sports stadium, retail, and hospitality
hub in Dwarka ('1,500 Cr investment with '2,500 Cr
in projected retail revenue), the 127-acre 'Omaxe New
Amritsar Integrated Township', and the '600 Cr "New
Singapore” and "Clarkee" commercial development in
Faridabad. Additionally, Omaxe launched an affordable
plotted colony in Palwal under the Deen Dayal Jan Awas
Yojna and initiated the modernization of six UPSRTC bus
terminals across Uttar Pradesh through its PPP-focused
vertical, BeTogether, with an investment of '2,700 Cr.

Demonstrating its strong delivery capabilities, Omaxe
handed over a total of 4.29 million sq. ft. during the year—
3.45 million sq. ft. in residential and 0.84 million sq. ft.
in commercial spaces—marking an 11.7% YoY increase.
The company's cumulative delivered area stood at 140.17
million sq. ft. as of March 31, 2025. These developments
and delivery achievements highlight Omaxe's
commitment to high-impact urban transformation and
sustainable growth across residential, commercial, and
infrastructure segments.

3. OUTLOOK

India's capital markets continue to evolve rapidly,
supported by strong economic fundamentals, progressive
policy reforms, and growing interest from domestic
and global investors. The real estate sector remains a
vital driver of this momentum, with increased activity
in income-generating assets and emerging segments
such as data centres and specialized infrastructure.
Institutional participation and focused capital allocation
are expected to deepen market liquidity and drive
growth, positioning FY25 as a pivotal year for real estate
investments. At the same time, supportive monetary
policies—including recent RBI rate cuts and improved
liquidity—are enhancing affordability and stimulating
demand, especially in the mid- and premium housing
segments.

Significantly, the real estate market is witnessing a
strategic shift toward Tier 2 and Tier 3 cities, fueled
by rising affordability, infrastructural improvements,
and aspirational demand. These emerging cities now
represent a substantial portion of new land acquisitions
and housing sales, often outpacing traditional metros
in capital appreciation. Government initiatives like the
Smart Cities Mission and PM Gati-Shakti are accelerating
connectivity and urban development, making these
regions attractive for long-term investments. This
geographical diversification offers investors access
to high-growth, underpenetrated markets with lower
competition, creating a robust foundation for sustainable
expansion across India's urban landscape in the coming
years.

4. 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.

5. DIVIDEND

The Board of Directors of your Company has decided
not to recommend any Dividend on Preference Shares
& Equity Shares of the Company for the Financial Year
ended on 31.03.2025, due to losses/ absence of profits.

6. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of SEBI (LODR) Regulations,
2015, the Dividend Distribution Policy is available at the
website of the Company at https://www.omaxe.com/
investor/dividend-distribution-policy.

7. SHARE CAPITAL OF THE COMPANY

The paid-up equity share capital of the Company stands
at 182900540 fully paid up equity shares of Rs.10/- each.
There is no change in the authorized, issued and paid-up
equity share capital of the Company during the financial
year 2024-25.

8. INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the financial year 2024-25, 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"), an unclaimed dividend
aggregating to Rs. 2,52,036/- and corresponding 27,571
equity shares, pertaining to unclaimed dividend for the
financial year 2016-17, 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 MUFG Intime India Private Limited, Registrar &
Share Transfer Agent (RTA) of the Company. Additionally,
the total amount of unclaimed matured deposits and
interest thereon, pertaining to financial year 2024-25,
amounting to Rs. 3,40,355/-, was transferred to the
Investor Education and Protection Fund (IEPF).

9. DIRECTORATE & KEY MANAGERIAL PERSONNEL

During the period under review, Ms. Binitha Manohar
Dalal (DIN: 08055468) was appointed as an Additional
Director (Non-Executive & Independent) by the Board
of Directors, based on the recommendation of the
Nomination & Remuneration Committee, for a term of
three consecutive years effective from 28.05.2024. Her
appointment as a Non-Executive & Woman Independent
Director was subsequently approved by the Members
of the Company. However, due to her increasing
professional commitments, she tendered her resignation
from the Board with effect from 25.04.2025. Additionally,
Mr. Shridhar Rao, Non-Executive & Independent
Director, ceased to be a Director of the Company upon
the completion of his tenure on 03.11.2024. The Board
placed on record its sincere appreciation for the valuable
contributions made by both Ms. Dalal and Mr. Rao during
their association with the Company.

Ms. Nishal Jain (DIN: 06934656), Non-Executive and
Woman Independent Director, completed her first tenure
of five consecutive years on 03.11.2024. Based on the
recommendation of the Nomination & Remuneration
Committee and with the approval of the Members,
she was re-appointed as a Non-Executive & Woman

Independent Director, not Liable to retire by rotation, for a
second term of five consecutive years commencing from
04.11.2024.

To ensure an optimum mix of the Board and to further
strengthen professionalism, independence, and
corporate governance standards, Mr. Satbir Singh (DIN:
06887978) and Mr. Gurnam Singh (DIN: 08357396) were
appointed as Additional Directors (Non-Executive &
Independent) by the Board, on the recommendation of
the Nomination & Remuneration Committee, for a term
of three consecutive years with effect from 15.05.2025
and 28.05.2025, respectively. Their appointments as Non¬
Executive & Independent Directors were duly approved
by the Members of the Company.

Furthermore, based on the recommendations of the
Nomination & Remuneration Committee and the Audit
Committee, Mr. Atul Banshal, Director-Finance, has
been appointed as the Chief Financial Officer of the
Company, under the designation of Director-Finance &
Chief Financial Officer, effective from August 14, 2025.
He succeeds Mr. Manoj Kumar Dua, who stepped down
from the position of Chief Financial Officer at the close of
business on August 13, 2025.

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mr. Rohtaas Goel (DIN: 00003735)
will retire by rotation at the ensuing AGM and being
eligible, has offered himself for re-appointment. The
Board of Directors of the Company has recommended his
reappointment at the ensuing AGM. Further, the tenure of
Mr. Vinit Goyal, Whole Time Director & Mr. Aroon Kumar
Aggarwal, Non-Executive & Independent Director will
expire on April 11, 2026 and May 26, 2026, respectively.
The Board, at the recommendation of Nomination
& Remuneration Committee, has approved their
appointment, subject to the approval of Shareholders, for
another term of five consecutive year, after completion
of their respective tenure. The resolutions seeking
Members' approval for re-appointment of Mr. Rohtaas
Goel, Mr. Vinit Goyal and Mr. Aroon Kumar Aggarwal
forms part of the AGM Notice.

10. COMMITTEE POSITION CONFIRMED BY THE DIRECTORS

Based on the disclosures received, the number of

directorship(s), committee membership(s), and
chairmanship of all the Directors of the Company are
within respective limits prescribed under Companies Act,
2013 and SEBI (LODR) Regulations, 2015. Further during
the year under review, none of the executive directors of
the Company served as an Independent Director in any
other listed company. Necessary disclosures regarding
committee positions in other public companies as on
31.03.2025 have been made by the directors and reported
in the Corporate Governance Report which forms part of
the Annual Report.

11. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company are
registered 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) and 25(8) of SEBI (LODR) 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) and 25(8) 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 Director's meeting
have been included in the Corporate Governance Report
forming part of this Annual Report.

12. PUBLIC DEPOSITS

During the FY 2024-25, 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. 0.37 Crore as on 31.03.2025, were
accepted in compliance with the provisions of Sections
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
0.37 Crore

c. Whether there has been any default in repayment o
deposits or payment of interest thereon during the
year and if so, number of such cases and the tota
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 o
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 shal
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

13. CREDIT RATING

The details of the credit ratings awarded to the Company
are provided in the Corporate Governance Report forming
part of this Annual Report.

14. LISTING WITH STOCK EXCHANGES

The equity shares of your Company continued 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 2024-25 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.

15. STATUTORY AUDITORS & THEIR REPORTS

The Members of the Company at their 33^rd Annual
General Meeting, held on 28.09.2022, re-appointed M/s
BSD & Co., Chartered Accountants, (Firm Registration
No. 000312S) as Statutory Auditors of the Company for a
second term of five years at a remuneration as decided
by the Board of Directors of the Company.

The audit reports, issued by the Statutory Auditors of
the Company, on standalone and consolidated financial
statements of the Company for the financial year
ended on 31.03.2025, 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.

16. SECRETARIAL AUDITOR & THEIR REPORTS

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 2024-25. 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 and Annual
Secretarial Compliance Report for the FY 2024-25 are
annexed as Annexure IA & IB, respectively, 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) Regulation, 2015, the Secretarial Audit Reports

of material unlisted subsidiaries of the Company i.e. M/s
Omaxe New Chandigarh Developers Private Limited, M/s
Omaxe Heritage Private Limited M/s Omaxe Forest Spa
and Hills Developers Limited, M/s Satvik Hitech Builders
Private Limited and M/s Omaxe Buildhome Limited
are annexed herewith as Annexure IC, ID, IE, IF & IG
respectively, forming part of 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.

Further, pursuant to the provisions of Section 204
of the Act read with the Rules made thereunder,
Regulation 24A and other applicable provisions of the
SEBI LODR Regulations, 2015, the Board of Directors,
at the recommendation of the Audit Committee, had
approved the appointment of DMK Associates, Company
Secretaries, as Secretarial Auditors of the Company for
a term of 5 (five) consecutive years, commencing from
FY 2025-26 to FY 2029-30, subject to approval of the
members at the ensuing AGM. DMK Associates have
given their consent to act as Secretarial Auditors of the
Company. The brief profile and other details of DMK
Associates, Company Secretaries, forms part of the AGM
Notice.

17. COST AUDITOR & THEIR 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 2024-25. The Company
has maintained the necessary accounts and records as
specified by the Central Government under Section 148
of the Companies Act, 2013 pertaining to the cost records
and statement.

The report given by the Cost Auditors for the Financial
Year 2024-25 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 2025-26 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.

18. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Auditors have not
reported any instance of offence involving fraud in
respect of the Company by its officers or employees
under Section 143(12) of the Act.

19. 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. Pursuant to Section 135 of the
Companies Act, 2013 and the applicable Rules made
thereunder, the Company was not required to make any
contribution towards Corporate Social Responsibility
(CSR) activities during the financial year 2024-25, as it
had incurred average net losses in the three immediately
preceding financial years. The CSR Annual Report of NIL
expenditure and other relevant details is annexed as
Annexure II. The CSR policy of the Company is available
at the website of the Company at https://www.omaxe.
com/investor/other-codes-policies.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

21. CORPORATE GOVERNANCE REPORT

Our corporate governance practices mirror our values,
including our culture, policies, and stakeholder

relationships. Integrity and transparency are key to these
practices, ensuring we build and maintain stakeholder
trust. At Omaxe, corporate governance focuses on
maximizing shareholder value in a legal, ethical, and
sustainable manner. The Board is committed to fulfilling
its fiduciary responsibilities comprehensively. We
aim to follow best practices in corporate governance
through our disclosures and strive to boost long-term
shareholder value while respecting minority rights in all
our business decisions.

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, forms part of 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 this
Annual Report.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Your Company is dedicated to strong Environmental,
Social, and Governance (ESG) practices to ensure
long-term sustainability and value creation. We have
implemented comprehensive initiatives across all areas
of our operations. These include energy efficiency
measures, waste management, water conservation,
and social programs supporting community welfare and
diversity. Additionally, we maintain stringent governance
practices to ensure compliance and ethical conduct. Our
commitment to these ESG efforts reflects our dedication
to responsible growth and a positive impact on our
stakeholders and the environment.

In terms of Regulation 34 of the SEBI (LODR) Regulations,
2015, the Business Responsibility and Sustainability
Report (BRSR) for FY 2024-25 is uploaded on the website
of the Company at https://www.omaxe.com/investor/
annual-reports.

23. DIRECTORS' RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the
Financial Year ended 31.03.2025, 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 31.03.2025 and of the 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 31.03.2025 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; and

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.

24. ANNUAL RETURN

Pursuant to Section 92(3) 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 Return in form MGT-7 for the FY 2024¬
25 is 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.

25. BOARD MEETINGS

The Board of Directors of your Company met Four (4)
times during the FY 2024-25. 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, 2015.
The notice and agenda including all material information
and minimum information required to be made available
to the Board under SEBI LODR Regulations, 2015, 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) & Chairperson. During the year
under review, separate meeting of the Independent
Directors was held on February 10, 2025, without
the presence of Non-Independent Directors and the
members of the Company's Management.

26. 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.

27. PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND DIRECTORS

The Nomination & Remuneration Committee (NRC)
has formulated criteria for evaluation of Board, its
Committees' functioning and individual Directors
including Independent Directors and also specified
that such evaluation will be undertaken by the NRC and
the Board, pursuant to the Companies Act, 2013 and
the Rules made thereunder read with the SEBI LODR
Regulations, 2015. The details of the performance
evaluation are provided in Corporate Governance Report
forming part of this Annual Report.

28. 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 & Remuneration
Committee (NRC) has framed a "Policy on Appointment
and Remuneration of Director(s), KMP(s) and Senior
Managerial Persons (SMP)" (herein after referred to as
"N&R Policy") which is annexed herewith as Annexure
III and also available at the website of the Company at
https://www.omaxe.com/investor/terms-conditions-of-
appointment-of-independent-directors.

N&R Policy includes matters related to Director's
appointment and remuneration including the criteria
for determining qualifications, positive attributes,
independence of a Director and other related matters.
N&R Policy of the Company is aimed at inculcating a
performance-driven culture.

The Board of Directors and Senior Management play a
pivotal role in shaping the Company's long-term success.
Our succession planning framework is designed to
ensure a forward-looking and future-ready leadership
team. NRC plays a central role in maintaining a well-
balanced and diverse Board. As part of this process,
NRC considers various factors—including the tenure of
Directors and Senior Management, required skill sets,
diversity parameters, and statutory compliance—to
enable seamless and effective succession planning.

Based on the recommendations of the NRC, the Audit
Committee, and the Board, the Members of the Company
had approved payment of commission up to 1% of the net
profits of the Company, as computed under Section 198 of
the Companies Act, 2013, to the Non-Executive Directors
for a period of five financial years—from FY 2023-24 to FY
2027-28. However, in view of the loss/absence of profits
for the financial year 2024-25, no commission was paid
to the Non-Executive Directors during the year under
review. The details of remuneration paid to Executive
Directors, Non-Executive Directors, Independent
Directors & other Key Managerial Personnel's are
included in the Corporate Governance Report forming
part of this Annual Report.

29. 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 and the Company is in
compliance with the provisions of sub-section (1) of
Section 186 of the Companies Act, 2013. Further, the
details of loans, guarantees, securities and investments
have been disclosed in the notes to the Financial
Statements.

30. COMPLIANCE BY LARGE CORPORATE

Your Company does not fall under the category of large
corporate, as defined under SEBI vide its circular SEBI/
HO/ DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated
October 19, 2023, as such no disclosure is required in
this regard.

31. 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 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. 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.

32. INTERNAL FINANCIAL CONTROL & SYSTEMS

M/s Doogar & Associates continued to be the Internal
Auditors of the Company for the FY 2024-25. 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. The internal
control system ensures compliance with all applicable
laws and regulations and facilitates optimum utilization
of available resources and protects the interests of all
stakeholders.

33. 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 2024-25 and the date of this report.

34. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT/ TECHNOLOGY ABSORPTION/ 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 operations of the Company do not involve
significant energy consumption. Nevertheless, the
Company remains committed to energy conservation
and continues to implement various measures
in this regard. As part of its ongoing efforts, the
Company has undertaken several measures to
conserve energy and promote environmentally

responsible operations. These include the use of
star-rated appliances wherever feasible and the
replacement of CFL lights with energy-efficient
LED lighting systems across project sites and office
premises. Additional initiatives such as monitoring
resource usage, improving process efficiency, and
reducing waste generation and disposal costs have
also contributed to energy conservation.

At its offices, the Company has implemented
various upgrades such as LED lighting, star¬
rated air conditioning systems, automatic power
controllers to reduce demand charges, and the use
of power-saving TFT monitors. The Company also
continues to explore collaborations with contractors
and partners that prioritize energy efficiency and
resource conservation. In this regard, it actively
promotes the adoption of innovative technologies,
including green building concepts and other energy-
efficient measures in the design and construction of
its residential and commercial projects.

Key practices adopted for energy conservation
include comprehensive energy modeling during the
design stage to optimize energy use while meeting
functional requirements, selection of climate-
appropriate building materials, and implementation
of energy-saving fixtures. The Company has
made capital investments in energy conservation
equipment as part of its broader commitment
to sustainability and reducing its environmental
footprint.

- Technology Absorption

The Company continues to adopt technology-driven
solutions to automate and enhance its business
operations, resulting in improved efficiency, data
accuracy, and operational security. These efforts
have supported faster implementation of new
schemes, products, and customer services, while
also strengthening overall business practices and
customer engagement.

(a) Efforts made towards technology absorption:

The Company focuses on incorporating
advanced technologies and equipment to
improve process efficiency and customer

satisfaction. Key initiatives include partial or
full automation of manual tasks, deployment
of improved construction technologies to
enhance speed and quality, and the use of digital
platforms for communication with customers
and stakeholders. The Company also promotes
electronic dissemination of reports and
communications to reduce reliance on physical
documents.

(b) Benefits derived:

The adoption of technology has resulted in
improved customer service, better planning
and execution of construction activities,
reduced administrative and operational costs,
and enhanced project timelines. Strategic
planning, efficient workflows, and continuous
performance monitoring have further
contributed to productivity and business growth.

(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 and Rs. 1.61 Crore
expenditure was incurred in foreign currency during
the period under review as compared to expenditure
of Rs. 1.58 Crore, in previous financial year.

35. RISK MANAGEMENT POLICY

The Company has its Risk Management Policy in line with
Regulation 21 of SEBI LODR 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. The Audit Committee has
additional oversight in the area of financial risks and
controls. The major risks identified by the businesses
and functions are systematically addressed through
mitigating actions on a continuing basis.

36. PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 (12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules 2014, required details are set out in
Annexure IV. In terms of the provisions of Section 136(1)
of the Companies Act, 2013 read with the said Rules, the
Board's Report is being sent to all the shareholders of the
Company excluding the annexure on the names and other
Particulars of employees, required in accordance with
Rule 5(2) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014, which is available
for inspection by the members, subject to their specific
written request, in advance, to the Company Secretary
at secretarial_1@omaxe.com. The inspection is to be
carried out at the Company's Corporate Office situated at
New Delhi, during business hours on working days of the
Company up to date of ensuing Annual General Meeting.

37. 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.

38. HOLDING COMPANY

As on 31.03.2025, M/s Guild Builders Private Limited
continued to be the holding company and holds, directly
& indirectly, 68.45% of paid up equity share capital of the
Company.

39. SUBSIDIARY, JOINT VENTURE & ASSOCIATE
COMPANIES

As on 31.03.2025, your Company has 129 Subsidiaries
(including 5 material unlisted subsidiary companies
namely, M/s Omaxe New Chandigarh Developers Private
Limited, M/s Omaxe Heritage Private Limited, M/s
Omaxe Forest Spa and Hills Developers Limited, M/s
Satvik Hitech Builders 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 1
Associate Company ("Associates").

During the period under review, the following companies
became the Wholly Owned Subsidiaries (WOS) of your
Company:

1. M/s Parshwa Veer Builders and Developers
Private Limited (PVBDPL) became a Wholly
Owned Subsidiary upon acquisition of 100% of
its shareholding on 30.09.2024. Consequently, its
subsidiary, M/s Secure Properties Private Limited,
also became a step-down Wholly Owned Subsidiary
of your Company.

2. M/s Radhika Buildwell Private Limited, M/s
Khushiyon Ka Ghar Private Limited and M/s Be
Together Developers Private Limited became Wholly
Owned Subsidiaries on 30.09.2024, following the
acquisition of their entire equity shareholding. As a
result, their respective subsidiaries—M/s Omaxe Be
Together Ayodhya Dham Busport Private Limited,
M/s Omaxe Be Together Project Developers Private
Limited, M/s Omaxe Be Together Lucknow Busport
Private Limited, M/s Omaxe Be Together Ghaziabad
Busport Private Limited, M/s Omaxe Be Together
Prayagraj Busport Private Limited, M/s Omaxe Be
Together Kaushambi Busport Private Limited, M/s
Be Together Infra Project Private Limited and M/s
Omaxe Be Together Amausi Busport Private Limited,
also became step-down Wholly Owned Subsidiaries
of your Company.

3. M/s Nexten Township Private Limited and M/s Nexten
Cityspace Realty Private Limited were incorporated
as WOS of your Company on 01.01.2025

4. M/s Omaxe Capital Development Private Limited
(formerly Known as Capital Redevelopment Private
Limited), which was previously an associate
company, became a Wholly Owned Subsidiary
upon acquisition of the remaining shareholding on
28.03.2025.

Furthermore, your Company divested its entire
shareholding in Landlord Developers Private Limited,
thereby ceasing it to be a Wholly Owned Subsidiary with
effect from 05.08.2025.

In terms of Indian Accounting Standard (Ind AS) 27,
there are 144 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.

40. 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, 2025, your Company had
five material unlisted subsidiaries namely, M/s Omaxe
New Chandigarh Developers Private Limited, M/s Omaxe
Heritage Private Limited, M/s Omaxe Forest Spa and
Hills Developers Limited, M/s Satvik Hitech Builders
Private Limited and M/s Omaxe Buildhome Limited.

41. 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.

42. 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.

43. 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. During FY 2024¬
25, neither any complaint was reported nor was any
complaint pending for disposal.

44. 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.

45. 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 behavior, 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.

46. 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.

47. DIRECTORS AND OFFICERS INSURANCE (‘D AND O
INSURANCE')

Pursuant to SEBI (LODR) Regulations, 2015, the
Company has taken Directors and Officers insurance ('D
and O Insurance') from SBI General Insurance Company
Limited.

48. INVESTOR RELATIONS

The Company continues to promptly resolve investor
grievances through the SEBI's upgraded SCORES 2.0
platform, effective from April 1,2024. The new mechanism
ensures automated complaint routing, timely redressal,
and structured escalation for unresolved issues. 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.

49. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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.
However, the details of orders passed by Securities
Exchange Board of India are provided in the Corporate
Governance Report forming part of this Annual Report .

50. ISSUE AND ALLOTMENT OF NON-CONVERTIBLE
DEBENTURES

The Board of Directors of the Company, at its meeting
held on May 15, 2025, approved the raising of funds
through the issuance of up to 1,994 Unrated, Senior,
Secured, Non-Convertible Debentures (NCDs) of face
value '10,00,000 each, aggregating to '199.40 crore,
in one or more tranches, on a private placement basis,
in compliance with the Companies Act, 2013, SEBI
Regulations, and other applicable laws. Pursuant to this
approval, 398 NCDs were allotted on July 16, 2025.

51. DISCLOSURE OF COMPLIANCE OF MATERNITY
BENEFIT ACT 1961

Your Company values its employees as its most important
assets. During the period under review, we are pleased to
confirm that the Company has remained fully compliant
with the provisions of the Maternity Benefit Act, 1961,
ensuring support and benefits for eligible employees in
accordance with the law.

52. OTHER INFORMATION

- There has been no issue of equity shares with
differential rights as to dividend, voting or otherwise.

- There has been no issue of shares (including sweat
equity shares) to employees of the Company under
any scheme.

- There was no revision of financial statements and
Board's Report of the Company for the preceding
financial years, during the year under review.

- There has been no change in the nature of business
of the Company.

- During the period under review, the Company has
not made any political contribution to any political
party.

- There was no one time settlement done in respect of
loans taken from Banks or Financial Institutions.

- No applications were made or case was pending
against the Company, under the Insolvency and
Bankruptcy Code, 2016.

53. 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/-

Rohtaas Goel

Chariman & Non-Executive Director

DIN:00003735

Regd. Office: 19B, First Floor,

Omaxe Celebration Mall, Sohna Road,

Gurugram-122001

Date: August 13, 2025

Place: New Delhi