డైరెక్టర్ల నివేదిక Homesfy Realty Ltd.

Mar 31, 2025

Your directors are pleased to present the 14^th Annual Report of “Homesfy Realty Limited” (“the Company”) on the business and operations and Audited Financial Statements of the Company for
the year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE
COMPANY:

The financial highlights for the financial year ended March 31, 2025 is summarized below:

Particulars	Consolidated	Standalone	Consolidated	Standalone
	2024-2025	2024-2025	2023-2024	2023-2024
Revenue from Operations	5,867.08	5,867.08	6,085.63	6,085.63
Other Income	138.52	138.52	144.51	144.51
Total Income	6,005.60	6,005.60	6,230.14	6,230.14
Less: Total Expenses	5 ,816.02	5 ,804.44	5,787.19	5,684.48
Profit/(Loss) before Exceptional and Extraordinary Item and Tax	189.58	201.16	442.95	545.66
Exceptional Item	-	-	33.75	33.75
Profit/(Loss) before Extraordinary Item and Tax	189.58	201.16	409.20	511.91
Prior Period Item	-	-	22.33	22.33
Profit/(Loss) before Tax	189.58	201.16	386.87	489.58
Tax Expenses	52.08	52.08	114.93	114.93
Profit/(Loss) for the period	137.50	149.08	271.94	374.65

2. OVERVIEW AND COMPANY PERFORMANCE:

During the year under review, the Company has recorded a total revenue from operations of
^ 5,867.08 Lakh as compared to the previous year which was ^ 6,085.63/- Lakh. Further during
the year, the Company has earned net profit of ^ 149.08 Lakh as compared to net profit of
^ 374.65 Lakh in the previous year.

The year presented several challenges, including market volatility and economic headwinds,
which impacted overall revenue and profitability. Despite these external factors, the Company
continued to focus on operational efficiency, customer engagement, and strategic investments
to strengthen its position in the Indian real estate brokerage sector.

While headline figures reflect a decline, the Company remained resilient and has made process
improvements to maintain competitiveness. Strategic initiatives undertaken during the year
included streamlining internal processes, and expanding value-added services to clients,
laying the groundwork for long-term growth. The Company remains committed to innovation,
operational excellence, and disciplined financial management, with a view to driving sustainable
growth in the years ahead.

The support and strategic oversight of the Board of Directors have been integral to navigating
a complex business environment and setting the direction for future success. We deeply value
their expertise and dedication, their ongoing engagement in high-level decision-making and
their proactive approach to governance have provided the foundation for our success.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is into the business of service provider of real estate brokerage industry, estate
agents, manages housing and land agents, property dealers related activity. There is no change
in nature of business of the Company during the year under review.

4. DIVIDEND:

In order to conserve the resources for long run working capital requirement and expansion of
business, your Board of Directors has not recommended any dividend for the financial year
ended March 31, 2025.

5. RESERVES:

During the year under review, apart from transfer of profits to surplus, Company has transferred
^ 9.59 lakh towards ESOP Reserve. Securities Premium is increased by ^ 931.95 lakhs pursuant
to issue of shares on private placement basis.

6. SHARE CAPITAL:

During the year under review, there was no change in authorized share capital of the Company.

However, the Board in its meeting held on December 06, 2024, and members through postal
ballot dated January 10, 2025, approved the issue and allotment of 1,71,000 equity shares
on preferential basis. Pursuant to this approval, the Board of Directors passed a resolution for
allotment of 1,71,000 equity shares of face value of ^ 10/- (Rupees Ten only) each (“Equity
Shares”) for cash, at an issue price of ^ 555/- (Rupees Five hundred fifty-five) per Equity Share
(including a premium of ^ 545/- per Equity Share) through preferential issue in their Board
Meeting held on February 04, 2025.

Further, the Company has received in-principal approval, listing approval and trading approval
for the aforesaid equity shares from the National Stock Exchange of India Limited.

As a result, paid up share capital of the Company amounts to ^ 3,22,62,000 as on March 31,
2025.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board:

The Board of Directors of the Company comprises of 6 Directors as on financial year ended
March 31, 2025, who have wide and varied experience in different disciplines and fields of
corporate functioning. The composition of the Board consists of one Managing Director, one
Executive Director, one Woman Independent Non- Executive Director and Three Independent
Non- Executive Directors.

The Company is maintaining an optimum combination of Executive, Non-Executive and
Independent Directors.

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2025:

Sr. No.	Name of Director	Designation
1	Mr. Ashish Kukreja	Chairman & Managing Director
2	Mr. Mukesh Kumar Mishra	Executive Director
3	Mr. Sachin Tagra	Independent & Non-Executive Director
4	Mr. Jayant Chauhan	Independent & Non-Executive Director

The Board of Directors of your Company comprised of the following Directors, as on
March 31, 2025: (Contd.)

Sr. No. Name of Director	Designation
5 Mr. Dinesh Harishankar Bojwani	Independent & Non-Executive Director
6 Ms. Shraboni Mazumder	Independent & Non-Executive Director

Appointment and Re-appointment:

During the year under review, based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company in its meeting held on August 8, 2024, duly
approved by members in Annual General Meeting held on September 28, 2024, appointed
Ms. Shraboni Mazumder (DIN: 10729480) as Woman Independent (Non-Executive) Director on
the Board, not liable to retire by rotation, for a term of five consecutive years commencing from
August 08, 2024 up to August 07, 2029.

Director retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014 and Articles of Association of the
Company, Mr. Mukesh Kumar Mishra (DIN: 06450500), Director of the Company retires by
rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, has offered himself
for re-appointment and your Board recommends his reappointment.

Cessation:

During the financial year under review, Ms. Neha Idnany has resigned from the post of Woman
Non-Executive Director of the Company effective from May 09, 2024.

Declarations given by Independent Directors under Section 149(6) of the
Companies Act, 2013:

The Company has received necessary declaration from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed both under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent
Directors have also confirmed that they have complied with Schedule IV of the Act and the
Company''s Code of Conduct.

None of the Independent directors of your Company is disqualified under the provisions of
Section 164(2) of the Act. Your directors have made necessary disclosures as required under
various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the
Independent Directors are persons of integrity and possess relevant expertise and experience
and are independent of the management.

Key Managerial Personnel (KMP):

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the
provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2024-25:

Sr. No. Name of Key Managerial Personnel (KMP)	Designation
1 Mr. Ashish Kukreja	Chairman & Managing Director
2 Mr. Shashank Devendra Mewada	Chief Financial Officer
3 Mr. Atul Arya Agrahari	Company Secretary

Disclosures By Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as
well as Declaration by Directors in Form DIR 8 under Section 164(2) and other declarations as
to compliance with the Companies Act, 2013.

Disqualifications of Directors:

None of the Directors of your Company is disqualified under the provisions of Section 164(2)
of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors)
Rules, 2014 thereof.

8. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT
DIRECTORS:

As on March 31, 2025, the following Directors on your Company''s Board were Independent
Directors:

1	Mr. Sachin Tagra	Non - Executive Independent Director
2	Mr. Jayant Chauhan	Non - Executive Independent Director
3	Mr. Dinesh Bojwani	Non - Executive Independent Director
4	Ms. Shraboni Mazumder	Non - Executive Independent Director

The criteria for determining qualification, positive attributes and independence of Directors
is provided in the Nomination and Remuneration Policy of the Company and is available on
the Company''s website at https://hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/live/
Portal-PDF-Files/Nomination and Remuneration policy.pdf.

All the Independent Directors of your Company have complied with the Code for Independent
Directors prescribed in Schedule IV to the Companies Act, 2013 and policy on familiarization
programmes are for Independent Directors is available on the website of the Company and can
be accessed through the web-link https://hfy-factsheet-projects.s3.ap-south-1.amazonaws.
com/live/Portal-PDF-Files/Familirization Programme for Independent Directors.pdf

All the Independent Directors of your Company are registered with the Indian Institute of
Corporate Affairs, Manesar (“IICA”) and have their name included in the ‘Independent Directors
Data Bank'' maintained by the IICA.

Familiarization Programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Company, its
management and operations and provide an overall industry perspective as well as issues being
faced by the industry. Details of the Familiarization program for Independent Directors forms
part of the website of the Company.

9. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI
(Listing Obligation and Disclosure Requirements Regulation), 2015 (“Listing Regulations”) for
performance evaluation of the Board and individual Directors (including Independent Directors)
and Committees which includes criteria for performance evaluation of non-executive directors
and executive directors. The Independent directors have set a formal process for evaluation of
Board''s performance.

10. DEMATERIALIZATION OF SHARES

All the Shares of your Company are dematerialized as on March 31, 2025. The ISIN of the Equity
Shares of your Company is INE0N7F01017.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Company has a wholly owned subsidiary Company in the name of “HOMESFY GLOBAL REALTY
L.L.C” based in Dubai (UAE).

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing
salient features of Financial Statements of subsidiary companies in Form No. AOC-1 forms part
of Board''s Report as “Annexure-A”.

12. BOARD MEETINGS:

The Board of Directors (herein after called as “the Board”) met 7 (Seven) times during the year
on May 18, 2024, May 24, 2024, August 08, 2024, August 31, 2024, November 09, 2024,
December 06, 2024, and February 04, 2025, under review as mentioned below. The gap
between any two consecutive board meetings did not exceed 120 days as per the provisions of
Companies Act, 2013 and rules made thereunder and as per SEBI listing Regulations.

Sr. No.	Name of the Directors	Category	No. of Meetings held during tenure	No. of Meetings Attended
1	Mr. Ashish Kukreja (Chairman & Managing Director)	Managing Director	7	7
2	Mr. Mukesh Kumar Mishra	Executive Director	7	7
3	Mr. Sachin Tagra	Non - Executive Independent Director	7	7
4	Mr. Jayant Chauhan	Non - Executive Independent Director	7	7
5	Mr. Dinesh Harishankar Bojwani	Non - Executive Independent Director	7	5
6	Ms. Shraboni Mazumder	Non - Executive Independent Director	4	2

13. COMMITTEES OF THE BOARD:

Presently, the Board has following Statutory Committees viz. the Audit Committee, Nomination
and Remuneration Committee, Stakeholders'' Relationship Committee.

Audit Committee

The Board has constituted an Audit Committee in compliance with the provisions of Section
177 of Companies Act, 2013 read with relevant rules and regulations and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As on March 31, 2025, the Audit Committee comprised of 4 (four) members with 3 (three)
Independent Directors. The Chairman of the Audit Committee is Non-Executive Independent
Director. Four Meetings of the Audit Committee held during the Financial Year 2024-25 on May
18, 2024, May 24, 2024, November 09, 2024, and December 06, 2024. The requisite quorum
was present for all the meetings.

Audit Committee (Contd.)

Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship	No. of Meetings held during tenure	No. of Meetings Attended
1	Sachin Tagra	Chairman	Non-Executive & Independent Director	4	4
2	Jayant Chauhan	Member	Non-Executive & Independent Director	4	4
3	Dinesh Bojwani	Member	Non-Executive & Independent Director	4	3
4	Ashish Kukreja	Member	Managing Director	4	4

The primary objective of the Audit Committee is to monitor and provide an effective supervision
of the Management''s financial reporting process, to ensure accurate and timely disclosures, with
the highest levels of transparency, integrity and quality of financial reporting. The Committee
oversees the work carried out in the financial reporting process by the Management, the internal
auditor, the statutory auditor and the cost auditor and notes the processes and safeguards
employed by each of them. The Committee further reviews the processes and controls including
compliance with laws, Code of Conduct and Insider Trading Code, Whistle Blower Policies and
related cases thereto. The Committee also reviews matters under the Prevention of Sexual
Harassment at Workplace Policy.

Nomination and Remuneration Committee(“NRC”)

The Board has constituted a Nomination and Remuneration Committee in compliance with the
provisions of Section 178 of Companies Act, 2013 read with relevant rules and regulations
and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Six Meetings of the Nomination and Remuneration Committee held during
the Financial Year 2024-25 on May 18, 2024, July 11, 2024, August 08, 2024, August 31, 2024,
February 04, 2025 and March 29, 2025. The requisite quorum was present for all the meetings.

Nomination and Remuneration Committee(“NRC”) (Contd.)

Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship	No. of Meetings held during tenure	No. of Meetings Attended
1	Dinesh Bojwani	Chairman	Non-Executive & Independent Director	6	5
2	Jayant Chauhan	Member	Non-Executive & Independent Director	6	6
3	Sachin Tagra	Member	Non-Executive & Independent Director	6	5

The purpose of the Nomination and Remuneration Committee (“NRC”) is to oversee the
Company''s nomination process including succession planning for the senior management and
the Board and specifically to assist the Board in identifying, screening and reviewing individuals
qualified to serve as Executive Directors, Non-Executive Directors and determine the role and
capabilities required for Independent Directors consistent with the criteria as stated by the Board
in its Policy on Appointment and Removal of Directors. The NRC and the Board periodically
reviews the succession planning process of the Company and is satisfied that the Company
has adequate process for orderly succession of Board Members and Members of the Senior
Management.

The NRC also assists the Board in discharging its responsibilities relating to compensation
of the Company''s Executive Directors and Senior Management. The NRC has formulated
Remuneration Policy for Directors, KMPs and all other employees of the Company and the same
is available on Company''s website at https://hfv-factsheet-proiects.s3.ap-south-1.amazonaws.
com/live/Portal-PDF-Files/Nomination and Remuneration policy.pdf.

Stakeholders’ Relationship Committee(“SRC”)

The Board has constituted a Stakeholders'' Relationship Committee in compliance with the
provisions of Companies Act, 2013 read with relevant rules and regulations and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company has constituted the Stakeholder''s Relationship Committee (which includes
terms of reference as provided under the Act and SEBI Listing Regulations) comprising of the
following Directors as on March 31, 2025:

Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship
1	Jayant Chauhan	Chairman	Non-Executive & Independent Director
2	Dinesh Bojwani	Member	Non-Executive & Independent Director
3	Sachin Tagra	Member	Non-Executive & Independent Director
4	Ashish Kukreja	Member	Managing Director

One Meeting of the Stakeholders'' Relationship Committee held during the Financial Year
2024-25 on February 04, 2025. The requisite quorum was present for all the meetings.

Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship	No. of Meetings held during tenure	No. of Meetings Attended
1	Dinesh Bojwani	Chairman	Non-Executive & Independent Director	1	1
2	Jayant Chauhan	Member	Non-Executive & Independent Director	1	1
3	Sachin Tagra	Member	Non-Executive & Independent Director	1	1
4	Ashish Kukreja	Member	Managing Director	1	1

The Stakeholders'' Relationship Committee considers and resolves the grievances of our
shareholders, debenture holders and other security holders, including complaints relating to
non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/
interests, issue of new/duplicate certificates, general meetings and such other grievances as
may be raised by the security holders of the Company, from time to time.

The SRC also reviews:

a) The measures taken for effective exercise of voting rights by the shareholders;

b) The service standards adopted by the Company in respect of the services rendered by our
Registrar & Transfer Agent;

c) The measures rendered and initiatives taken for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend/annual report/notices and other
information by shareholders.

14. CORPORATE GOVERNANCE:

Pursuant to provisions of Reg. 15 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate
Governance.

The Company being the SME (Emerge Platform of NSE) Listed Company, the provisions pertaining
to Corporate Governance are not applicable to the Company. Accordingly, the separate report on
the Corporate Governance does not form part of Annual Report.

15. NON - APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision of Rule 4 (1) of the companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on February 16, 2015, Companies whose shares are
listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption
of IND-AS w. e. f. April 15, 2017.

As your Company is listed on SME Platform of NSE Limited, is covered under the exempted
category and is not required to comply with IND-AS for preparation of financial statements
beginning with period on or after April 01, 2017.

16. AUDITORS:

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules framed there under, M/s. Venus Shah & Associates,
Chartered Accountants (Firm Registration No. 120878W were appointed as Statutory Auditors

of the Company to hold office till the conclusion of the 17thAnnual General Meeting to be held
in the calendar year 2028.

M/s Venus Shah & Associates, a registered partnership firm, has been converted into a Limited
Liability Partnership (LLP) with effect from April 24, 2025 under the provisions of the Limited
Liability Partnership Act, 2008. The firm is now known as:

M/s Venus Shah & Associates LLP

LLPIN: ACN-8823
FRN: 120878W/W101094

In accordance with Notification No. GSR 432(E) issued on May 07, 2018 by the Ministry of
Corporate Affairs the appointment of statutory auditors is not required to be ratified at every
Annual General Meeting.

17. AUDITOR’S REPORT:

During the year under review, the Auditor''s Report contains the following qualifications/adverse
remarks.

Clause No. 03 of Audit Report: We were unable to obtain direct balance confirmations for trade
receivables amounting to ^ 529.51/- (^ in Lakhs) as at the balance sheet date. In addition to the
Company, our audit procedures also included sending balance confirmation requests to relevant
parties. However, no responses were received from these counterparties. Management has
represented that it is an industry practice among builders not to provide ledger confirmations.
While we acknowledge this representation, we were also unable to perform alternative audit
procedures to verify the existence and accuracy of these balances. Accordingly, we were unable
to obtain sufficient appropriate audit evidence in respect of these receivables.

The Board''s reply to the same is, “The Auditor''s were unable to obtain direct balance
confirmations for trade receivables amounting to ^ 529.51/- (^ in Lakhs) as at the balance
sheet date. The auditor and the Company, both had sent balance confirmation requests to
relevant parties. However, no responses were received from these counterparties. According
to Management, it is an industry practice among builders not to provide ledger confirmations.”

There were no qualifications, reservations or adverse remarks or disclaimers made by the
Statutory Auditors in their reports other than mentioned above.

18. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has in place proper and adequate internal control systems commensurate with the
nature of its business, size and complexity of its business operations. Internal control systems
comprising of policies and procedures are designed to ensure reliability of financial reporting,
compliance with policies, procedures, applicable laws and regulations and that all assets and
resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the
Company, its compliance with operating systems, accounting procedures, and strives to maintain
the standards in Internal Financial Control.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUB-SECTION (12) OF SECTION 143:

During the year under review, there are no frauds reported by the Statutory Auditors of the
Company under Section 143 (12).

20. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to
key business objectives and thus in pursuance of the same it has formulated a Risk Management
Policy.

The Company recognizes that risk is an integral and unavoidable component of business and
is committed to managing the risk in a proactive and efficient manner. The Company as part
of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate
various risks with timely action.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

No Material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relates and the date of
this report.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year under review, there is no Significant Order passed by the Regulators or courts or
Tribunals impacting the going concern status and Company''s operations in future.

23. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies
Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of
Deposits) Rules, 2014)], during the Financial Year 2024-25.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g)
of the Companies Act, 2013, the particulars of loans, guarantees and investments by your
Company under during the Financial Year 2024-25, have been provided in the Notes to the
Financial Statement.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of business activities of the Company, your directors have nothing
significant to report regarding conservation of energy and technology absorption. The Company
has not incurred any expenses on R&D during the financial year under review.

Foreign exchange earnings and outgo:

Particulars	2024-25	2023-24
Foreign exchange earnings	-	38.82
Foreign exchange outgo:
Professional and Consultation Fees	24.38	93.04
Tools and software expenses	13.54	11.59
Rental Cost	3.51	8.23
Visa fees and other expenses	0.08	1.52
Business Promotion Expenses	1.39	-
Office Expenses	1.62	-

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

Particulars of transactions entered into with Related parties have been disclosed in the Financial
Statements. During the financial year under review, all transactions entered into with related
parties are in ordinary course of business and at arm''s length basis; thus do not fall under
provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party
Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

27. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application has been made under the Insolvency and
Bankruptcy Code, 2016.

28. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE
TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM
BANK AND FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of one-time settlement of loans/financial
assistance taken from Banks or Financial Institutions, hence the Company was not required to
carry out valuation of its assets for the said purpose.

29. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies
Act, 2013, and hence it is not required to formulate policy on Corporate Social Responsibility.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent
women''s harassment at work and covered all employees so they could directly make complaints
to the management or Board of Directors if such situation arises. The Management and Board of
Directors together confirm a total number of complaints received and resolved during the year
is as follows:

a) No. of Complaints received: NIL

b) No. of Complaints disposed: NIL

c) No. of Cases pending for more than ninety days: NIL

Company has a zero tolerance towards sexual harassment at the workplace. The Company has
adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace
and has formed POSH committee in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder.

The Company has complied with the provisions relating to the constitution of the Internal
Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

31. OBLIGATION OF COMPANY UNDER THE MATERNITY BENEFIT ACT,
1961:

The Company has ensured compliance with all the applicable provisions of the Maternity
Benefit Act, 1961. It ensures that eligible women employees are granted maternity benefits

in accordance with the law, including paid maternity leave, protection of employment during
maternity, and other entitlements as prescribed under the Act.

32. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during
the Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy
of the Company. Disclosures with respect to the remuneration of Directors and employees as
required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as
“Annexure B” to this Report.

33. PARTICULARS OF EMPLOYEES:

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable to your Company. There were no Employees drawing remuneration more than as
stated under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

34. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, had appointed M/S MNB & Co. LLP, Practicing Company
Secretaries, as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for
the Financial Year 2024-25, pursuant to the provisions of Section 204 of the Companies Act,
2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014.

The Secretarial Audit Report submitted by M/s MNB & Co. LLP, Practicing Company Secretaries,
the Secretarial Auditors, for the Financial Year 2024-25 is annexed as “Annexure - C” to this
Board''s Report.

M/s MNB & Co. LLP has resigned from the position of the Secretarial Auditors and therefore
the Board recommended Mr. Deepak Rane, Practicing Company Secretary (CP No. 8717,
Membership No. A24110) as the Secretarial Auditors of the Company for a period of five (5)
years, from April 1, 2025, until March 31, 2030. The appointment is subject to shareholders''
approval at the Annual General Meeting.

35. APPOINTMENT OF INTERNAL AUDITOR:

Pursuant to provision of Section 138 of the Companies Act, 2013, the Company had appointed
Ms. Surabhi Kolekar as an Internal Auditor. Ms. Surabhi Kolekar tendered her resignation from
the post of Internal Auditor of the Company effective from November 09, 2024.

Consequently, the Board at its board meeting held on November 09, 2024, considered and
approved the appointment of M/s ATMS & Co. LLP, Chartered Accountants, as the new Internal
Auditor of the Company for the financial year 2024-2025.

Further, M/s ATMS & Co. LLP, Chartered Accountants is appointed as the Internal Auditor of the
Company for the Financial Year 2025-26.

36. COST RECORDS:

During the year under review, the Company is not required to maintain cost records as specified
by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

37. COST AUDIT:

During the year under review, the Company is not required to carry out the Cost Audit as specified
by the Central Government under sub-section (2) of Section 148 of the Companies Act, 2013.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations
2015, Management Disclosure and Analysis Report is attached separately which forms part of
Annual report.

39. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT,
2013:

During the year under review, the Company has not issued any shares with differential rights
and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

40. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT,
2013:

During the year under review, the Company has not issued any sweat equity shares during the
year under review and hence no information as per provisions of Section 54(1)(d) of the Act read
with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Issue of
Sweat Equity) Regulations, 2002 is furnished.

41. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT,
2013:

During the year under review, the Company has not issued any equity shares under Employee''s
Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies
(Share Capital and Debenture) Rules, 2014. However, during the financial year 2024-25, the
Company granted 4,311 Employee Stock Options to eligible employees.

42. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued
by the Institute of Company Secretaries of India with respect to board meetings and general
meetings respectively and approved by the Central Government under section 118(10) of the
Companies Act, 2013.

43. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed which were required to be
transferred to Investor Education and Protection Fund (IEPF).

44. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained/received from
the operating management, your Directors make the following statement and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
loss of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively; and

f) proper internal financial controls were followed by the Company and such internal financial
controls are adequate and were operating effectively.

45. ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available
for inspection by the Members at the Registered office of the Company in the working hours and
also on the website of the Company https://www.homesfy.in.

46. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action
Take Reports (ATRs by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes
every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint
on the SCORES during financial year 2024-25.

47. DETAILS OF THE COMPLAINT RECEIVED/SOLVED/PENDING DURING THE YEAR:

Sr. No.	Complaints Received	Complaints Received	Complaints Solved	Complaints Pending
1	Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2	Non-receipt of dividend warrants	Nil	Nil	Nil
3	Query regarding demat credit	Nil	Nil	Nil
4	Others	Nil	Nil	Nil
	Total	Nil	Nil	Nil

48. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/ Whistle
Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman
of the Audit Committee or Managing Director in exceptional cases, the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and
Senior Management (Code) that could adversely impact the Company''s operations, business performance or reputation.

This Policy is also applicable to your Company''s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://hfy-
factsheet-proiects.s3.ap-south-1.amazonaws.com/live/Portal-PDF-Files/Vigil Mechanism.pdf.

49. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on
the Company''s website viz., https://www.homesfy.in/investor cornei, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its
Committees and are updated based on the need and new compliance requirements.

50. CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may
constitute “forward looking statements” within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

51. ACKNOWLEDGEMENT:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your
Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from
them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution
to the growth of your Company.

For and on behalf of HOMESFY REALTY LIMITED
Sd/-

ASHISH KUKREJA

Chairman & Managing Director
DIN: 03068422

Date: August 23, 2025
Place: Thane

---

Mar 31, 2024

Your directors are pleased to present the 13^th Annual Report of “Homesfy Realty Limited” (“the Company”) on the business and operations and Audited Financial Statements of the Company for the year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The financial highlights for the financial year ended March 31, 2024 is summarized below:

Particulars	2023-	•2024	2022-2023
	Consolidated	Standalone	Consolidated	Standalone
Revenue from Operations	6,039.33	6,039.33	5,302.67	5,302.67
Other Income	190.81	190.81	44.53	44.53
Total Income	6,230.14	6,230.14	5,347.20	5,347.20
Less: Total Expenses	5,787.19	5,684.48	4,827.76	4,827.76
Profit/(Loss) before Exceptional and Extraordinary Item and Tax	442.95	545.66	519.44	519.44
Exceptional Item	33.75	33.75	38.25	38.25
Profit/(Loss) before Extraordinary Item and Tax	409.20	511.91	481.19	481.19
Prior Period Item	22.33	22.33	109.30	109.30
Profit/(Loss) before Tax	386.87	489.58	371.89	371.89
Tax Expenses	114.93	114.93	123.93	123.93
Profit/(Loss) for the period	271.94	374.65	247.96	247.96

2. OVERVIEW AND COMPANY PERFORMANCE:

During the year under review, the company has recorded a total revenue from operations of '' 6,039.33 Lakh as compared to the previous year which was '' 5,302.67/- Lakh recording a growth in revenue of 13.89%. Further during the year, the Company has earned net profit of '' 374.65 Lakh as compared to net profit of '' 247.96 Lakh in the previous year.

In the financial year, the Company has made substantial strides in consolidating its position within the Indian real estate brokerage market. Despite a competitive landscape and economic fluctuations, our strategic focus on expansion, technology integration, and customer-centric services has propelled us to achieve notable growth.

Throughout the year, the Company demonstrated robust performance, with a remarkable 13.89% increase in overall revenue and growth in transaction volume compared to the previous year. Furthermore, profitability of Company has increased by 51.09% which shows effective management of cost and expenses. Our strategic expansion into new cities has successfully diversified our market reach and fortified our brand presence. Additionally, our targeted marketing initiatives and personalized client services have resulted in rise in customer satisfaction and repeat business. We continue to invest in our team, with enhanced training programs that have contributed to improvement in agent productivity and the Company has also granted Employee Stock Options to eligible employees after closure of financial year 2023-24. Moving forward, we remain committed to driving innovation and excellence, positioning the Company for sustained growth and leadership in India''s dynamic real estate brokerage sector.

The unwavering support and strategic guidance of our Board of Directors have been instrumental in the Company''s achievements and growth over the past year. We deeply value their expertise and dedication, their ongoing engagement in high-level decision-making and their proactive approach to governance have provided the foundation for our success.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is into the business of service provider of real estate brokerage industry, estate agents, managers housing and land agents, property dealers related activity. There is no change in nature of business of the Company during the year under review.

4. DIVIDEND:

In order to conserve the resources for long run working capital requirement and expansion of business, your Board of Directors has not recommended any dividend for the financial year ended March 31, 2024.

5. RESERVES:

During the year under review, no amount was transferred to General Reserves, excluding surplus if any.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board:

The Board of Directors of the Company comprises of 6 Directors as on financial year ended March 31, 2024, who have wide and varied experience in different disciplines and fields of corporate functioning. The composition of the Board consists of one Managing Director, one Executive Director, one Woman Non-Executive Director and Three Independent Non- Executive Directors.

The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors.

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2024:

Sr. No.	Name of Director	Designation
1	Mr. Ashish Kukreja	Chairman & Managing Director
2	Mr. Mukesh Kumar Mishra	Executive Director
3	Mr. Sachin Tagra	Independent & Non-Executive Director
4	Mr. Jayant Chauhan	Independent & Non-Executive Director
5	Mr. Dinesh Harishankar Bojwani	Independent & Non-Executive Director
6	Ms. Neha Subash Idnany*	Non-Executive Director

Appointment and Re-appointment:

No changes have taken place in the Board of your Company during the Financial Year 2023-24. However, post closure of financial year 2023-24, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on August 08, 2024, has appointed Ms. Shraboni Mazumder (DIN: 10729480) as an Additional Woman Independent (Non-Executive) Director on the Board, not liable to retire by rotation, for a term of five consecutive years commencing from August 08, 2024 up to August 07, 2029, subject to consent by the members of the Company at the ensuing Annual General Meeting (“AGM”).

Director retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Mukesh Kumar Mishra (DIN: 06450500), Director of the Company retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, has offered himself for re-appointment and your Board recommends his reappointment.

Cessation:

During the financial year under review, no Director has resigned from the Board of Director of the Company. However, Ms. Neha Idnany has resigned from the post of Woman Non-Executive Director of the Company effective from May 09, 2024.

Declarations given by Independent Directors under Section 149(6) of the Companies Act, 2013:

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

None of the Independent directors of your Company is disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management

Key Managerial Personnel (KMP):

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2023-24:

Sr. No.	Name of Key Managerial Personnel (KMP)	Designation
1	Mr. Ashish Kukreja	Chairman & Managing Director
2	Mr. Shashank Devendra Mewada	Chief Financial Officer
3	Mr. Tarun Gupta	Company Secretary (Ceased w.e.f. May 31, 2023)
4	Ms. Vrushali Darji	Company Secretary (Appointed w.e.f. June 01, 2023) (Ceased w.e.f. November 04, 2023)
5	Mr. Atul Arya Agrahari	Company Secretary (Appointed w.e.f. February 03, 2024)

Disclosures By Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors in Form DIR 8 under Section 164(2) and other declarations as to compliance with the Companies Act, 2013.

Disqualifications of Directors:

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that.

7. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2024, the following Directors on your Company''s Board were Independent Directors:

1	Mr. Sachin Tagra	Non-Executive Independent Director
2	Mr. Jayant Chauhan	Non-Executive Independent Director
3	Mr. Dinesh Bojwani	Non-Executive Independent Director

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company''s website at https://hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/live/ Portal-PDF-Files/Nomination and Remuneration policy.pdf

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and policy on familiarization programmes are for Independent Directors is available on the website of the Company and can be accessed through the web-link https://hfy-factsheet-projects.s3.ap-south-1.amazonaws. com/live/Portal-PDF-Files/Familirization Programme for Independent Directors.pdf

All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar (“IICA”) and have their name included in the ‘Independent Directors Data Bank'' maintained by the IICA.

Familiarization Programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors forms part of the website of the Company.

8. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation and Disclosure Requirements Regulation), 2015 ("Listing Regulations") for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors. The Independent directors have set a formal process for evaluation of Board''s performance.

9. DEMATERIALIZATION OF SHARES:

All the Shares of your Company are in Dematerialization mode as on March 31, 2024. The ISIN of the Equity Shares of your Company is INE0N7F01017.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Company has a wholly owned subsidiary company in the name of “HOMESFY GLOBAL REALTY L.L.C” based in Dubai (UAE).

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiary companies in Form No. AOC-1 forms part of Board''s Report as “Annexure-A”.

11. BOARD MEETINGS:

The Board of Directors (herein after called as “the Board”) met 4 (Four) times during the year on May 27, 2023, August 19, 2023, November 04, 2023 and February 03, 2024 under review as mentioned below. The gap between any two consecutive board meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and rules made thereunder and as per SEBI listing Regulations.

Sr. No.	Name of Director	Category	No. of Meetings held during tenure	No. of Meetings Attended
1.	Mr. Ashish Kukreja (Chairman & Managing Director)	ED	4	4
2	Mr. Mukesh Kumar Mishra	ED	4	4
3	Mr. Sachin Tagra	IND-NED	4	4
4	Mr. Jayant Chauhan	IND-NED	4	4
5	Mr. Dinesh Harishankar Bojwani	IND-NED	4	4
6	Ms. Neha Subash Idnany	Woman- NED	4	4

12. COMMITTEES OF THE BOARD:

Presently, the Board has following Statutory Committees viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee.

Audit Committee:

The Board has constituted an Audit Committee in compliance with the provisions of Section 177 of Companies Act, 2013 read with relevant rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on March 31, 2024, the Audit Committee comprised of 3 (three) members with 3 (three) Independent Directors. The Chairman of the Audit Committee is Non-Executive Independent Director. Three Meetings of the Audit Committee held during the Financial Year 2023-24 on May 27, 2023, August 19, 2023 and November 04, 2023. The requisite quorum was present for all the meetings.

Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship	No. of Meetings held during tenure	No. of Meetings Attended
1.	Sachin Tagra	Chairman	Non-Executive & Independent Director	3	3
2.	Jayant Chauhan	Member	Non-Executive & Independent Director	3	3
3.	Dinesh Bojwani	Member	Non-Executive & Independent Director	3	3
4.	Ashish Kukreja	Member	Managing Director	3	3

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them. The Committee further reviews the processes and controls including compliance with laws, Code of Conduct and Insider Trading Code, Whistle Blower Policies and related cases thereto. The Committee also reviews matters under the Prevention of Sexual Harassment at Workplace Policy.

Nomination and Remuneration Committee (“NRC”):

The Board has constituted a Nomination and Remuneration Committee in compliance with the provisions of Section 178 of Companies Act, 2013 read with relevant rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Three Meetings of the Nomination and Remuneration Committee held during the Financial Year 2023-24 on May 27, 2023, August 19, 2023 and February 03, 2024. The requisite quorum was present for all the meetings.

Sr. No. Name of Member	Designation in the Committee	Nature of Directorship	No. of meetings held during tenure	No. of Meetings Attended
1. Dinesh Bojwani	Chairman	Non-Executive & Independent Director	3	3
2. Jayant Chauhan	Member	Non-Executive & Independent Director	3	3
3. Sachin Tagra	Member	Non-Executive & Independent Director	3	3

The purpose of the Nomination and Remuneration Committee (“NRC”) is to oversee the Company''s nomination process including succession planning for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Policy on Appointment and Removal of Directors. The NRC and the Board periodically reviews the succession planning process of the Company and is satisfied that the Company has adequate process for orderly succession of Board Members and Members of the Senior Management.

The NRC also assists the Board in discharging its responsibilities relating to compensation of the Company''s Executive Directors and Senior Management. The NRC has formulated Remuneration Policy for Directors, KMPs and all other employees of the Company and the same is available on Company''s website at https://hfy-factsheet-proiects.s3.ap-south-1.amazonaws.com/live/Portal-PDF-Files/Nomination and Remuneration policy.pdf

Stakeholders’ Relationship Committee (“SRC”):

The Board has constituted a Stakeholders'' Relationship Committee in compliance with the provisions of Companies Act, 2013 read with relevant rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has constituted the Stakeholder''s Relationship Committee (which includes terms of reference as provided under the Act and SEBI Listing Regulations) comprising of the following Directors as on March 31, 2024:

Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship
1.	Jayant Chauhan	Chairman	Non-Executive & Independent Director
2.	Dinesh Bojwani	Member	Non-Executive & Independent Director
3.	Sachin Tagra	Member	Non-Executive & Independent Director
4.	Ashish Kukreja	Member	Managing Director

One Meeting of the Stakeholders'' Relationship Committee held during the Financial Year 2023-24 on May 27, 2023. The requisite quorum was present for all the meetings.

Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship	No. of meetings held during tenure	No. of Meetings Attended
1.	Dinesh Bojwani	Chairman	Non-Executive & Independent Director	1	1
2.	Jayant Chauhan	Member	Non-Executive & Independent Director	1	1
3.	Sachin Tagra	Member	Non-Executive & Independent Director	1	1
4.	Ashish Kukreja	Member	Managing Director	1	1

The Stakeholders'' Relationship Committee considers and resolves the grievances of our shareholders, debenture holders and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests, issue of new/duplicate certificates, general meetings and such other grievances as may be raised by the security holders of the Company, from time to time.

The SRC also reviews:

a) The measures taken for effective exercise of voting rights by the shareholders;

b) The service standards adopted by the Company in respect of the services rendered by our Registrar & Transfer Agent;

c) The measures rendered and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend/annual report/notices and other information by shareholders.

13. CORPORATE GOVERNANCE:

Pursuant to provisions of Reg.15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME (Emerge Platform of NSE) Listed Company, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate Governance does not form part of Annual Report.

14. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision of Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on February 16, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of Ind AS w. e. f. April 15, 2017.

As your Company is listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with Ind AS for preparation of financial statements beginning with period on or after April 01, 2017.

15. AUDITORS:

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, M/s. Venus Shah & Associates, Chartered Accountants (Firm Registration No. 120878W were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 17^th Annual General Meeting to be held in the calendar year 2028.

In accordance with Notification No. GSR 432(E) issued on May 07, 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

16. AUDITOR’S REPORT:

During the year under review, the Auditor''s Report contains the following qualifications/ adverse remarks.

Clause No. 03 of Audit Report: We are still awaiting the year-end balance confirmation certificates for trade receivables, trade payables and other advances. ln their absence, we find it challenging to confirm whether any additional provisions are needed for these balances as of the reporting date.

The Board''s reply to the same is, “While email approvals for recording of revenue are in place, due to industry practices, it was not possible to obtain email confirmations of year end balances of about 25% of trade receivables. As regards trade payables and other advances, it is difficult to obtain balance confirmations”.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports other than mentioned above.

17. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

During the year under review, there are no frauds reported by the Statutory Auditors of the Company under Section 143(12).

19. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy.

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year under review, there is no Significant Order passed by the Regulators or courts or Tribunals impacting the going concern status and Company''s operations in future.

22. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2023-24.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under during the Financial Year 2023-24, have been provided in the Notes to the Financial Statement.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of business activities of the Company, your directors have nothing significant to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the financial year under review.

Foreign exchange earnings and outgo:

Particulars	2023-24	2022-23
Foreign exchange earnings	38,81,782	-
Foreign exchange outgo:
Professional and Consultation Fees	93,04,209	10,90,566
Tools and software expenses	11,58,917	6,48,907
Rental Cost	8,22,709	-
Visa fees and other expenses	1,51,693	-

25. PARTIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of transactions entered into with Related parties have been disclosed in the Financial Statements. During the financial year under review, all transactions entered into with related parties are in ordinary course of business and thus do not fall under provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

26. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016.

27. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

28. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013, and hence it is not required to formulate policy on Corporate Social Responsibility.

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women''s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: NIL

b) No. of Complaints disposed: NIL

Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace and has formed POSH committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure-B” to this Report.

31. PARTICULARS OF EMPLOYEES:

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your company. There were no Employees drawing remuneration more than as stated under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, had appointed M/s. MNB & CO. LLP, Practicing Company Secretary, as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. MNB & CO. LLP, the Secretarial Auditors, for the Financial Year 2023-24 is annexed as “Annexure-C” to this Board''s Report.

33. APPOINTMENT OF INTERNAL AUDITOR:

Pursuant to provision of Section 138 of the Companies Act, 2013, the Company has appointed Ms. Surabhi Kishor Kolekar, Assistant Manager, Finance Department, as the Internal Auditor of the company, for the financial year 2023-2024.

34. COST RECORDS:

During the year under review, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

35. COST AUDIT:

During the year under review, the Company is not required to carry out the Cost Audit as specified by the Central Government under sub-section (2) of Section 148 of the Companies Act, 2013.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached separately which forms part of Annual report.

37. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

38. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Issue of Sweat Equity) Regulations, 2002 is furnished.

39. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any equity shares under Employee''s Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014. However, after closure of financial year 2023-24, the Company granted 4,311 Employee Stock Options to eligible employees.

40. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

42. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating management, your Directors make the following statement and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have 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 at the end of the financial year and of the loss of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

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

f) proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

43. ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available for inspection by the Members at the Registered office of the Company in the working hours and also on the website of the Company https://www.homesfy.in/.

44. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.

45. DETAILS OF THE COMPLAINT RECEIVED/SOLVED/PENDING DURING THE YEAR:

46. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/ Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Managing Director in exceptional cases, the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company''s operations, business performance or reputation.

This Policy is also applicable to your Company''s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https:// hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/live/Portal-PDF-Files/Vigil Mechanism. pdf

47. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company''s website viz., https://www.homesfy.in/investor corner , pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

Sr. No.	Complaints Received	Complaints Received	Complaints Solved	Complaints Pending
1.	Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2.	Non-receipt of dividend warrants	Nil	Nil	Nil
3.	Query regarding demat credit	Nil	Nil	Nil
4.	Others	Nil	Nil	Nil
Total		Nil	Nil	Nil

48. CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute “forward looking statements” within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

49. ACKNOWLEDGEMENT:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of HOMESFY REALTY LIMITED Sd/-

Ashish Kukreja

Chairman & Managing Director DIN:03068422

Date: August 31, 2024 Place: Thane

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Mar 31, 2023

The Directors are pleased to present the 12^th Annual Report of “Homesfy Realty Limited” (“the Company”) on the business and operations and Audited Financial Statements of the Company for the year ended March 31^st, 2023.

1. Financial Summary or Highlights/Performance of the Company:

The financial highlights for the financial year ended March 31^st , 2023 is summarized below:

(Rs. in Lacs)
Particulars	2022-2023	2021-2022
Revenue from Operations	5,302.67	3,033.05
Other Income	44.53	37.30
Total Income	5,347.20	3,070.35
Less: Total Expenses	4,827.76	2,574.33
Profit/(Loss) before Exceptional and Extraordinary Item and Tax	519.44	496.02
Exceptional Item	38.25	0.00
Profit/(Loss) before Extraordinary Item and Tax	481.19	496.02
Prior Period Item	109.30	0.00
Profit/(Loss) before Tax	371.89	496.02
Tax Expenses	123.93	136.26
Profit/(Loss) for the period	247.96	359.76

2. Overview and Company Performance:

During the year under review, the Company has recorded a total revenue from operations of '' 5,302.67 Lacs as compared to the previous year which was '' 3,033.05 Lacs recording a growth in revenue of 74.83%. Further during the year, the Company has earned net profit of '' 247.96 Lacs as compared to net profit of '' 359.76 Lacs in the previous year.

Your Directors are hopeful and committed in improving the profitability of the Company in the coming years. The Directors have their focus to achieve this by the provision of quality

services, wide spreading its services and capitalizing on the opportunities provided by the industry and the market.

Your directors are continuously making efforts for the future growth and expansion of the Company by exploring all possible avenues available in both the domestic and International markets.

3. Capital Expenditure Programme:

Details of Capital Expenditure are duly noted in financial statements.

4. Alteration to Memorandum and Articles of Association:

During year under review, Company has altered its MOA and AOA in following events:

a) Increase in Authorized Share Capital of the Company from '' 5,00,000/- (Rupees Five Lacs Only) to '' 10,50,00,000/- (Rupees Ten Crores Fifty Lacs only):

During the year under review, the Company has increased its Authorized Share Capital from '' 5,00,000/- (Rupees Five Lacs Only) to '' 10,50,00,000/- (Rupees Ten Crores Fifty Lacs only) vide member resolution passes in the Extra-ordinary general meeting held on September 13^th, 2022.

b) Alteration of Memorandum of Association of the Company pursuant to increase in Authorized Share Capital:

During the year under review, the Company has altered the clause V i.e. Share Capital Clause of Memorandum of Association pursuant to increase in Authorized Share Capital.

c) Conversion of Private Limited into Public Limited:

The Company is converted from Private Limited to Public Limited pursuant to members approval through Special resolution passed by members in the Extra-ordinary General Meeting held on October 17^th, 2022. Accordingly name of Company is changed to Homesfy Realty Limited.

d) Adoption of New Set of Articles of Association:

Company has adopted new set of Articles of association of Company for the purpose of listing of the Company on National Stock Exchange of India Limited.

5. Change in the nature of business, if any:

The Company is into the business of service provider of real estate brokerage industry, estate agents, managers housing and land agents, property dealers related activity. There is no change in nature of business of the Company during the year under review.

6. Dividend:

In order to conserve the resources for long run working capital requirement and expansion of business, your Board of Directors has not recommended any Dividend for the financial year ended March 31^st, 2023.

7. Reserves:

During the year under review, no amount was transferred to General Reserves, excluding surplus if any.

8. Share Capital:

Authorised Share Capital:

During the year under review, your Company has increased its authorized share capital from '' 5,00,000/- (Rupees Five Lacs Only) consists of 50,000 (Fifty Thousand) equity shares of face value of '' 10/- each to '' 10,50,00,000/- (Rupees Ten Crores Fifty Lacs only) consisting of 1,05,00,000 (One Crore Five Lacs) equity shares of face value of '' 10/- each, in the Extra Ordinary General Meeting held on September 13^th, 2022.

Issued and Paid-Up Share Capital:

During the year under review your Company has made following allotments:

1) Your Company has issued and allotted 17,50,000 Equity Shares of '' 10 each as bonus shares to the existing Shareholders of the Company in the ratio of 35:01.

2) Your Company has issued and allotted 4,50,000 (Four Lacs Fifty Thousand) Equity shares of '' 10/- each on cash at an issue price of '' 197/- per equity share (including Security Premium of '' 187/- per Equity Share) each on a preferential basis through private placement.

3) Your Company has issued and allotted 8,05,200 (Eight Lacs Five Thousand and Two Hundred) equity shares of '' 10/- each on cash at an issue price of '' 197 per equity share (including security premium of '' 187/- per equity share) pursuant to the Initial Public Offering (“IPO”) of the Company, which was opened for subscription for Retail Individual Investors, Non-Institutional Investors and Market Maker on December 21^st, 2022 and closed on December 23^rd, 2022.

Consequent to the above allotments, the issued, subscribed and paid-up share capital of your Company as on March 31^st, 2023 stood at '' 3,05,52,000/- (Rupees Three Crores Five Lacs and Fifty Two Thousand Only) consisting of 30,55,200 (Thirty Lacs Fifty Five Thousand and Two Hundred) Equity Shares of Face Value of '' 10/- each.

9. Directors and Key Managerial Personnel:

Composition of Board:

The Board of Directors of the Company, at present comprises of 6 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The present composition of the Board consists of one Managing Director, one Executive Director, one women Additional Non-Executive Director and Three Independent Non-Executive Directors.

The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors.

The Board of Directors of your Company comprised of the following Directors, as on March 31^st, 2023:

Sr. No.	Name of Director	Designation
1	Mr. Ashish Kukreja	Chairman & Managing Director
2	Mr. Mukesh Kumar Mishra	Executive Director
3	Mr. Sachin Tagra	Independent & Non-Executive Director
4	Mr. Jayant Chauhan	Independent & Non-Executive Director
5	Mr. Dinesh Harishankar Bojwani	Independent & Non-Executive Director
6	Ms. Neha Subash Idnany	Additional Non-Executive Director

Appointment and Re-appointment:

The following changes have taken place in the Board of your Company during the Financial Year 2022-23:

Sr. No. Name of Director	Date & Particulars of Change
1 Mr. Ashish Kukreja	Mr. Ashish Kukreja has been appointed on the Board of Directors on May 6th, 2011 as Executive Director. Further, members appointed him as Chairman & Managing Director of the Company, at the Shareholders meeting held on September 29th, 2022 to hold office for a term of 5 (Five) years commencing from September 29th, 2022 upto September 28th, 2027,

Sr. No.	Name of Director	Date & Particulars of Change
2	Mr. Sachin Tagra	Mr. Sachin Tagra was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors of the Company in the Board Meeting held on September 27th, 2022, to hold office for a term of 5 (Five) years commencing from September 27th, 2022 upto September 26th, 2027, subject to the approval of the Shareholders. The Shareholders'' approval was obtained by a Special Resolution passed in the Annual General Meeting held on September 29th, 2022.
3	Mr. Jayant Chauhan	Mr. Jayant Chauhan was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors of the Company in the Board Meeting held on September 27th, 2022, to hold office for a term of 5 (Five) years commencing from September 27th, 2022 upto September 26th, 2027, subject to the approval of the Shareholders. The Shareholders'' approval was obtained by a Special Resolution passed in the Annual General Meeting held on September 29th, 2022.
4	Mr. Dinesh Harishankar Bojwani	Mr. Dinesh Harishankar Bojwani was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors of the Company in the Board Meeting held on September 27th, 2022, to hold office for a term of 5 (Five) years commencing from September 27th, 2022 upto September 26th, 2027, subject to the approval of the Shareholders. The Shareholders'' approval was obtained by a Special Resolution passed in the Annual General Meeting held on September 29th, 2022.
5	Ms. Neha Subash Idnany	Ms. Neha Subash Idnany was appointed as an “Additional Women Director” (Non-Executive) by the Board of Directors of the Company, in the Board meeting held on October 4th, 2022, to hold office up to the date of the ensuing Annual General Meeting of the Company.
Note:	As stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/fixation of remuneration is annexed to the Notice convening the 12th AGM of the Company. The additional details as required under clause (iv) to second proviso of Section II B of Part II of Schedule V of the Act are also annexed to the said Notice.

Director retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Mukesh Kumar Mishra (DIN: 06450500), Director of the Company retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, has offered himself for re-appointment and your Board recommends his reappointment.

Cessation:

During the financial year under review, no Director has resigned from the Board of Director of the Company.

Declarations given by Independent Directors under Section 149(6) of the Companies Act, 2013:

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

None of the Independent Directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management.

Key Managerial Personnel (KMP):

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2022-23:

Sr. No.	Name of Key Managerial Personnel (KMP)	Designation
1	Mr. Ashish Kukreja	Chairman & Managing Director (Appointed w.e.f. September 29th, 2022)
2	Mr. Shashank Mewada	Chief Financial Officer (Appointed w.e.f. October 1st, 2022)
3	Mr. Tarun Gupta	Company Secretary (Appointed w.e.f October 1st, 2022)
4	Mr. Tarun Gupta	Company Secretary (Ceased w.e.f. May 31st, 2023)
5	Ms. Vrushali Darji	Company Secretary (Appointed w.e.f. June 1st, 2023)

Disclosures by Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors in Form DIR 8 under Section 164(2) and other declarations as to compliance with the Companies Act, 2013.

Disqualifications of Directors:

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that.

10. Independence & Other Matters Pertaining to Independent Directors:

As on March 31^st, 2023, the following Directors on your Company''s Board were Independent Directors:

1	Mr. Sachin Tagra	Non-Executive Independent Director
2	Mr. Jayant Chauhan	Non-Executive Independent Director
3	Mr. Dinesh Bojwani	Non-Executive Independent Director

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company''s website at https://hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/ live/Portal-PDF-Files/Nomination and Remuneration policy.pdf

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and policy on familiarization programmes are for Independent Directors is available on the website of the Company and can be accessed through the web-link https:// hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/live/Portal-PDF-Files/ Familirization Programme for Independent Directors.pdf

All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar (“IICA”) and have their name included in the ‘Independent Directors Data Bank'' maintained by the IICA.

Familiarization Programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company.

11. Performance Evaluation of the Board, its Committees and Individual Directors:

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation and Disclosure Requirements Regulation), 2015 (“Listing Regulations”) for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors. The Independent directors have set a formal process for evaluation of Board''s performance. Evaluation process.

12. Listing of Equity Shares:

During the year under review, Equity shares of your Company got listed on the National Stock Exchange of India (“NSE”) SME Platform on January 2^nd, 2023. The Company obtained listing approval from NSE (SME Platform) on December 30^th, 2022. The trading symbol of the Company is ‘HOMESFY''. Listing fees and the custodian charges to depositories, for the FY 2022-23 have been paid to NSE, NSDL and CDSL respectively.

13. Public Issue (Initial Public Offer):

During the Financial Year 2022-23, the Company has made an initial public offering (IPO) of 8,05,200 Equity shares of face value of '' 10/- each fully paid up for cash at a price of '' 197/- per equity share (including share premium of '' 187 per equity share) aggregating to '' 1586.24/- lacs. The aforementioned equity shares were alloted on December 28^th, 2022. The equity shares of the Company got listed on NSE Emerge Platform on January 2^nd, 2023.

14. Dematerialization of Shares:

All the Shares of your Company are in Dematerialization mode as on March 31^st, 2023. The ISIN of the Equity Shares of your Company is INE0N7F01017.

15. Details of Subsidiary/Joint Ventures/Associate Companies:

During the year under review, the Company do not have any subsidiary/joint ventures/ associate companies.

Subsequent to financial year ended March 31^st, 2023, The Company has incorporated wholly owned subsidiary Company in the name of “HOMESFY GLOBAL REALTY L.L.C” on July 12^th, 2023, at Dubai (UAE) Transfer of funds for Investment in the subsidiary is under process.

Accordingly, a statement containing salient features of Financial Statements of subsidiary companies in Form No. AOC-1, as required under Section 129(3) of the Companies Act, 2013 is not applicable.

16. Board Meetings:

The Board meets at regular intervals to discuss and decide on Company''s business policies and strategy apart from other business of the Board. The notice of Board meetings is given well in advance to all the Directors of the Company. The agenda of the Board/Committee meetings are circulated at least 7 days before the date of the meeting as per the provisions of Companies Act, 2013 and rules made thereunder and as per SEBI listing Regulations. In case of any business exigencies, meetings are called and convened at shorter notice, or the resolution are passed through circulation and later placed in the next Board/Committee meetings. The agenda for the Board/Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors/members to take informed decision.

The Board of Directors (herein after called as “the Board”) met 22 (Twenty-Two) times during the year under review as mentioned below. The gap between any two consecutive board meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and rules made thereunder and as per SEBI listing Regulations.

Sr. No.	Board Meeting Date
17	November 23rd, 2022
18	December 9th, 2022
19	December 15th, 2022
20	December 28th, 2022
21	February 11th, 2023
22	February 25th, 2023

Sr. No.	Name of Director	Category	No. of Meetings held during tenure	No. of Meetings Attended
1	Mr. Ashish Kukreja (Chairman & Managing Director)	ED	22	21
2	Mr. Mukesh Kumar Mishra	ED	22	22
3	Mr. Sachin Tagra	IND-NED	10	3
4	Mr. Jayant Chauhan	IND-NED	10	3
5	Mr. Dinesh Harishankar Bojwani	IND-NED	10	4
6	Ms. Neha Subash Idnany	Women-NED	09	3

17. Committees of the Board:

Presently, the Board has following Committees viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship, Posh Committee, Administration Committee.

Audit Committee:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors of the Company constituted the Audit Committee (which includes terms of reference as provided under the Act and SEBI Listing Regulations) on November 4^th, 2022.

Sr. No.	Board Meeting Date
1	June 6th, 2022
2	June 25th, 2022
3	June 30th, 2022
4	July 5th, 2022
5	July 22nd, 2022
6	July 27th, 2022
7	August 5th, 2022
8	August 11th, 2022
9	August 22nd, 2022
10	September 5th, 2022
11	September 7th, 2022
12	September 27th, 2022
13	October 4th, 2022
14	October 16th, 2022
15	November 4th, 2022
16	November 15th, 2022

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them. The Committee further reviews the processes and controls including compliance with laws, Code of Conduct and Insider Trading Code, Whistle Blower Policies and related cases thereto. The Committee also reviews matters under the Prevention of Sexual Harassment at Workplace Policy.

1 (one) Meetings of the Audit Committee was held on December 9th, 2022 during the Financial Year 2022-23:
Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship	No. of meetings held during tenure	No. of Meetings Attended
1	Sachin Tagra	Chairman	Non-Executive & Independent Director	1	1
2	Jayant Chauhan	Member	Non-Executive & Independent Director	1	1
3	Dinesh Bojwani	Member	Non-Executive & Independent Director	1	1
4	Ashish Kukreja	Member	Managing Director	1	1

Mr. Tarun Gupta, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meeting of the Audit Committee held during the Financial Year 2022-23.

Nomination and Remuneration Committee (“NRC”):

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.

The Board of Directors of the Company constituted the Nomination and Remuneration Committee (which includes terms of reference as provided under the Act and SEBI Listing Regulations) on November 4^th, 2022.

There were 3 (three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2022-23. These meetings were held on November 15^th, 2022, February 11^th, 2023 & February 25^th, 2023. The requisite quorum was present for both the meetings:

Sr. No. Name of Member	Designation in the Committee	Nature of Directorship	No. of meetings held during tenure	No. of Meetings Attended
1 Dinesh Bojwani	Chairman	Non-Executive & Independent Director	3	3
2 Jayant Chauhan	Member	Non-Executive & Independent Director	3	3
3 Sachin Tagra	Member	Non-Executive & Independent Director	3	3

Mr. Tarun Gupta, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23.

The Managing Director, Non-Executive Director, Representative of Secretarial Auditor, Representative of ESOP Consultant, Chief Financial Officer attend the NRC Meetings as Invitees. The NRC Committee made observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

The purpose of the Nomination and Remuneration Committee (“NRC”) is to oversee the Company''s nomination process including succession planning for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Policy on Appointment and Removal of Directors. The NRC and the Board periodically reviews the succession planning process of the Company and is satisfied that the Company has adequate process for orderly succession of Board Members and Members of the Senior Management.

The NRC also assists the Board in discharging its responsibilities relating to compensation of the Company''s Executive Directors and Senior Management. The NRC has formulated Remuneration Policy for Directors, KMPs and all other employees of the Company and the same is available on Company''s website at https://hfy-factsheet-projects.s3.ap-south-1. amazonaws.com/live/Portal-PDF-Files/Nomination and Remuneration policy.pdf.

Stakeholders’ Relationship Committee(“SRC”):

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors.

The Board of Directors of the Company constituted the Stakeholder''s Relationship Committee (which includes terms of reference as provided under the Act and SEBI Listing Regulations) on November 4^th, 2022. comprising of the following Directors as on March 31^st, 2023:

Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship
1	Dinesh Bojwani	Chairman	Non-Executive & Independent Director
2	Jayant Chauhan	Member	Non-Executive & Independent Director
3	Sachin Tagra	Member	Non-Executive & Independent Director

The Stakeholders'' Relationship Committee considers and resolves the grievances of our shareholders, debenture holders and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests, issue of new/duplicate certificates, general meetings and such other grievances as may be raised by the security holders of the Company, from time to time.

The SRC also reviews:

a) The measures taken for effective exercise of voting rights by the shareholders;

b) The service standards adopted by the Company in respect of the services rendered by our Registrar & Transfer Agent;

c) The measures rendered and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend/annual report/notices and other information by shareholders.

Posh Committee:

Pursuant to the provisions of Section 4 of Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal Act, 2013, your Company has constituted Internal Committee of the Board of Directors.

The Board of Directors of the Company constituted the Posh Committee (which includes terms of reference as provided under the Act) on November 4^th, 2022. your Company has constituted Committee of the Board of Directors, comprising of the following Directors as on March 31^st, 2023:

Sr. No.	Name of Member	Designation in the Committee	Nature of Directorship
1	Neha Idnany	Chairperson/ Presiding Officer	Additional Woman Non-Executive Director
2	Ashish Kukreja	Member	Managing Director
3	Mukesh Kumar Mishra	Member	Executive Director

The aim of committee to Prevention of Sexual Harassment (POSH) at Workplace, to uphold and maintain the dignity of woman employees and Company has in place a POSH policy as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has constituted Internal Complaints Committee as required under the said Act to oversee the complaints received, if any, and redress the same. Your directors further state that during the year under review, there were no cases filed pursuant to said Act. Also, Company frequently conducts workshops/programmers for all the employees/staff briefing them about the Act and the rights of women employees at the workplace.

18. Corporate Governance:

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME (Emerge Platform of NSE) Listed Company, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate Governance is not applicable in the Annual Report.

19. Non-Applicability of the Indian Accounting Standards:

As per provision of Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111(E) on February 16^th, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital

and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w. e. f. April 15^th, 2017.

As your Company is listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 1^st, 2017.

20. Auditors:

M/s KPND & Co, Chartered Accountant (FRN: 133861W), were appointed as the Statutory Auditors of the Company in the Annual General Meeting of the Company held on November 30^th, 2021 to hold the office upto the conclusion of next Annual General Meeting to be held in the financial year 2021-22. However M/s KPND & Co vide its letter dated November 28^th, 2022 resigned as the Statutory Auditors of the Company were occupied with other assignments.

Based on the recommendations of the Board of Directors at its meeting held on November 28^th, 2022 noted and accepted the resignation of M/s KPND & Co, Chartered Accountant. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on December 9^th, 2022 appointed M/s. Venus Shah & Associates, Chartered Accountants (Firm Registration No. 120878W) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of M/s KPND & Co.

M/s. Venus Shah & Associates, Chartered Accountants is a well-known firm of Chartered Accountants office situated at Mumbai. The firm also holds a Peer Review Certificate No. 014559 dated December 4^th, 2019 issued by the Peer Review Board of the Institute of Chartered Accountants of India valid till September 25^th, 2022.

As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be ratified and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends the said appointment for the ratification and approval of shareholders at the ensuing AGM of the Company.

Further, the Board, on the recommendation of the Board of Directors and subject to the approval of the shareholders, approved appointment of M/s Venus Shah & Associates (Firm Registration No.: 120878W) as the Statutory Auditors of the Company for a period of 1 (One) years from the conclusion of the ensuing 11^th AGM till the conclusion of the 12^th AGM to be held in the year 2023 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s Venus Shah & Associates as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

Further the Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved M/s Venus Shah & Associates Chartered Accountants (Firm Registration No.: 120878W), be and are hereby re-appointed as Statutory Auditors of the Company, to hold office from the conclusion of this 12^th Annual General Meeting until the conclusion of the 17^th Annual General Meeting of the Company, at a remuneration to be mutually agreed by them with the Board of Directors of the Company and that they be paid in addition the out of pocket expenses and/or travelling expenses they may incur in carrying out their duties as Auditors.

21. Auditor’s Report:

During the year under review, the Auditor''s Report does not contain any qualifications/ adverse remarks. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further explanation by the Board of Directors.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.

22. Internal Financial Controls and its Adequacy:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

23. Details in respect of frauds reported by auditors under sub-Section (12) of Section 143:

During the year under review, there are no frauds reported by the Statutory Auditors of the Company under Section 143 (12).

24. Risk Management:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 and 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

25. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:

During the year under review, there is no Significant Order passed by the Regulators or courts or Tribunals impacting the going concern status and Company''s operations in future.

27. Deposits:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23.

28. Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under during the Financial Year 2022-23, have been provided in the Notes to the Financial Statement and our within limits was approved by the Shareholders.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo: nil

Considering the nature of business activities of the Company, your directors have nothing to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the financial year under review.

Foreign exchange earnings and outgo:
Foreign exchange earnings and outgo	2022-2023	2021-2022
(i) Foreign exchange earnings (actual inflows)	Nil	Nil
(ii) Foreign exchange outgo (actual outflows)	Nil	Nil

30. Partiulars of contracts or arrangements with related parties:

Particulars of transactions entered into with Related parties have been disclosed in the Financial Statements. However, there are no material contracts or arrangement entered with the related parties, During the financial year under review, the Company had no transaction with its related party falling under provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

31. Statement of deviation(s) or variation:

As per the report submitted to the National Stock Exchange on May 27^th, 2023 there is no deviation or variations observed in the utilisation of funds raised.

32. Details of application made or proceeding pending under the insolvency and bankruptcy code, 2016:

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016.

33. Details of difference between valuation amount on one time settlement and valuation while availing loan from bank and financial institutions:

During the year under review, there was no instance of one-time settlement of loans/ financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

34. Corporate Social Responsibility:

During the year under review, the Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013, and hence it is not required to formulate policy on Corporate Social Responsibility.

35. Obligation of Company under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013:

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women''s harassment at work and covered all employees so they could

directly make complaints to the management or Board of Directors if such situation arises. The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: Nil

b) No. of Complaints disposed: Nil

Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. Managerial Remuneration:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure-A” to this Report.

37. Particulars Of Employees:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 12^th Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

38. Secretarial auditors and secretarial audit report:

The Board of Directors of your Company, had appointed M/s. MNB & CO. LLP, Practicing Company Secretary, as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. MNB & CO. LLP, the Secretarial Auditors, for the Financial Year 2022-23 is annexed as “Annexure-B” to this Board''s Report.

39. Appointment of Internal Auditor:

Pursuant to provision of Section 138 of the Companies Act, 2013, the Company has Appointed Ms. Surabhi Kishor Kolekar, Assistant Manager, Finance Department, as the Internal Auditor of the Company, for the financial year 2022-2023.

40. Cost Records:

During the year under review, the Company is not required to maintain cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013.

41. Cost Audit:

During the year under review, the Company is not required to carry out the Cost Audit as specified by the Central Government under sub-Section (2) of Section 148 of the Companies Act, 2013.

42. Management Discussion and Analysis:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached separately which forms part of Annual report.

43. Disclosure Under Section 43(A)(Ii) of the Companies Act, 2013:

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

44. Disclosure Under Section 54(1)(D) of the Companies Act, 2013:

During the year under review, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

45. Disclosure Under Section 62(1)(B) of the Companies Act, 2013:

During the year under review, the Company has not issued any equity shares under Employees Stock Option Scheme.

“Homesfy Realty Limited Employee Stock Option Scheme 2022” was approved by members in their meeting held on November 9^th, 2022.

Further, in the Extra-ordinary general meeting held on March 23^rd, 2023, “Homesfy Realty Limited Employee Stock Option Scheme 2022” was amended and ratified by the shareholders to bring provisions of scheme in compliance with SEBI requirements.

Subsequent to year ended on March 31^st, 2023, your Company has received In-principal approval for listing of upto a maximum of 1,50,000 equity shares of '' 10/- each of Homesfy Realty Limited to be issued pursuant to “Homesfy Realty Limited Employee Stock Option Scheme 2022” from NSE.

46. Statement of Compliance of Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

47. Transfer of Amounts To Investor Education And Protection Fund:

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

48. Directors’ Responsibility Statement:

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have 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 at the end of the financial year and of the loss of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

49. Annual Return:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available for inspection by the Members at the Registered office of the Company in the working hours and also on the website of the Company https://www.homesfy.in/.

50. SEBI Complaints Redress System (Scores):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2022-23.

51. Details of the Complaint Received/Solved/Pending During the year:
Sr. No.	Complaints Received	Complaints	Complaints Solved	Complaints Pending
1	Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2	Non-receipt of dividend warrants	Nil	Nil	Nil
3	Query regarding demat credit	Nil	Nil	Nil
4	Others	Nil	Nil	Nil
	Total	Nil	Nil	Nil

52. Vigil Mechanism (Whistleblower Policy):

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases., the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company''s operations, business performance or reputation.

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding

unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company''s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/live/Portal-PDF-Files/ Vigil Mechanism.pdf

53. Policies of the Company:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company''s website viz., https://www.homesfy.in/investor corner, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1. Archival Policy;

2. Code of Practices and Procedures for Fair Disclosure of UPSI Policy;

3. Familiarisation Programme for Independent Directors;

4. Policy for Board Diversity;

5. Policy for Determination of Legitimate Purpose for Sharing UPSI;

6. Code of Conduct;

7. Nomination and Remuneration Policy;

8. Vigil Mechanism (Whistle Blower) Policy;

9. Policy on Identification of Material Creditors and Material Litigations;

10. Material Subsidiary Policy;

11. Policy Related Party Transaction.

54. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute “forward looking statements” within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

55. Acknowledgement:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.