Dear Members,
Your Directors have pleasure in presenting the 36th (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:
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.
1. 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.
2. 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.
3. 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.
4. 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.
5. 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).
6. 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 & WomanIndependent 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 NonExecutive & 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.
7. 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.
8. 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.
9. 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 of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved:
(i) At the beginning of the year: NIL
(ii) Maximum during the year: NIL
(iii) At the end of the year: NIL
d. The details of deposits which are not in compliance with the requirements of Chapter
V of the Companies Act, 2013: NIL
e. Details of National Company Law Tribunal (NCLT)/ National Company Law Appellate
Tribunal (NCLAT) orders with respect to depositors for extension of time for repayment,
penalty imposed, if any: NIL
These outstanding deposits have already been matured, but are unclaimed, and the
periodical reminders are being sent to the deposit-holders to claim the same. However, if
any amount of these deposits will remain unclaimed for a period of 7 years, such amount
shall be statutorily transferred by the Company to Investors Education and Protection Fund
(IEPF), in accordance with the applicable provisions of the Act and IEPF Rules.
10. 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.
11. 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.
12. STATUTORY AUDITORS & THEIR REPORTS
The Members of the Company at their 33rd 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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 202425 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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.
30. 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.
31. 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,
starrated 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.
32. 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.
33. 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.
34. 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.
35. 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.
36. 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.
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.
37. 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.
38. 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.
39. 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.
40. 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 202425, neither any complaint was
reported nor was any complaint pending for disposal.
41. 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.
42. 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.
43. 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.
44. 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.
45. 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.
46. 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 .
47. 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.
48. 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.
49. 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.
50. 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
