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:

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:

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

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:

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:

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.

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.)

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.)

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:

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.

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:

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:

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