Omaxe

The Directors have pleasure in presenting the Nineteenth Annual Report
 on the Audited Accounts of the Company for the year ended March 31,
 2008.
 
 FINANCIAL HIGHLIGHTS
 
 A brief overview on Consolidated and Stand-Alone Financial Results for
 the year ended March 31, 2008 are as follows:
 
 A.  Consolidated Financial Results
 
                                                           (Rs. in Mio)
 Particulars                                31.03.2008      31.03.2007
 
 Profit before Interest, 
 Depreciation & Tax                           6,804.34        3,562.78
 
 Less: Interest                                 587.32          297.79
 
 Less: Depreciation                              55.09           35.91
 
 Profit Before Tax                            6,161.93        3,229.08
 
 Less: Provision for tax                      1,441.41          652.23
 
 Profit after tax but before 
 minority interest and prior year
 tax adjustment                               4,720.52        2,576.85
 
 Less: Minority Adjustment                        6.76            0.01
 
 Less: Prior year Tax Adjustment                   Nil          137.23
 
 Less: Prior period Income                      235.00             Nil
 
 Net Profit                                   4,948.76        2,439.61
 
 The Profit before interest, depreciation & tax on consolidated basis
 has increased from Rs. 3562.78 mios in the last year to Rs. 6804.34
 mios in the current year, an increase of 90.98% and the profits after
 tax has also increased from Rs. 2439.61 mios in the last year to Rs.
 4948.74 mios in the current year, registering a growth of 102.85%.
 
 B.  Stand-Alone Financial Results
 
                                                           (Rs. in Mio)
 Particulars                                31.03.2008      31.03.2007
 
 Gross Receipts & Other Income               18,120.34        9,475.65
 
 Profit before Interest, Depreciation & Tax   5,369.82        2,162.63
 
 Less: Interest                                 588.93          297.44
 
 Less: Depreciation                              52.49           35.91
 
 Profit Before Tax                            4,728.40        1,829.28
 
 Less : Provision for tax
 
 Current                                        934.16          440.31
 
 Previous                                        38.48             Nil
 
 Deferred Ta x Charged/ (Credit)                 (9.46)          (7.47)
 
 Fringe Benefit                                  12.20           11.00
 
 Profit after Tax but before 
 prior year adjustment                        3,753.02        1,385.44
 
 Less: Prior year Tax Adjustment                   Nil          137.14
 
 Less: Prior period Income                      235.00             Nil
 
 Profit after Tax                             3,988.02        1,248.30
 
 Add: Profit brought forward from last year     779.65        1,257.02
 
 Less : Adjustment of Gratuity 
 Liability on adoption of Revised AS-15           2.74             Nil
 
                                                           (Rs. in Mio) 
 Particulars                                31.03.2008      31.03.2007
 
 Profit available for appropriation           4,764.94        2,505.32
 
 Appropriations
 
 Less: Issue of Bonus Shares                       Nil          710.47
 
 Less: Interim Dividend                            Nil          116.32
 
 Less: Proposed Dividend                        433.92             Nil
 
 Less: Dividend Tax                              73.74           16.31
 
 Less: Transferred to General Reserves          399.00             Nil 
 
 Less : Transferred to Debenture
 
 Redemption Reserve                             972.00          882.57
 
 Balance Carried to Balance Sheet             2,886.28          779.65
 
 
 Your Directors are pleased to state that during the year under review,
 the Company achieved a turnover of Rs. 18,120.34 mios as against Rs.
 9,475.65 mios in the Previous Year an increase of 91.23 % and has
 earned a Profit before tax of Rs.  4,728.40 mios as against Rs.
 1,829.28 mios an increase of 158.48 % from the previous year and earned
 a Net Profit of Rs.  3,988.02 mios as against Rs. 1,248.30 mios an
 increase of 219.48 % from the Previous Year, clocking a phenomenal
 growth.  Further there is no material change in the nature of the
 Companys business or its subsidiaries.
 
 DIVIDEND
 
 Your Board of Directors has recommended a dividend @ 25 % per equity
 shares i.e. Rs. 2.50 per equity share for the financial year ended
 March 31, 2008 to those members whose name appears on the Register of
 Members of the Company as on the date of Book Closure in respect of
 shares held in physical form and in respect of shares held in
 electronic form, to those beneficial owners whose names appears in the
 list provided by the Depositories as on the date of Book Closure.
 
 TRANSFER TO RESERVES
 
 During the year under review, a sum of Rs. 972.00 mios has been
 transferred to Debenture Redemption Reserve. Further, a sum of Rs.
 399.00 mios has been transferred to General Reserves.
 
 OPERATIONS & FUTURE OUTLOOK
 
 Your Company is professionally managed Company and follows best
 practises of transparency, integrity and ethical standards.  We have
 completed more than 120 construction projects and delivered over 130
 mios (approx.) Square feet of area for third parties including
 Industrial, Institutional, Commercial, Residential, Hospitals and
 Government etc. We have delivered 9 residential and 2 commercial real
 estate projects as a developer and are one of the reputed real estate
 Company in North India.
 
 At present your Company has presence in 31 Cities and 10 States having
 54 projects comprising of Group Housings, Integrated Townships &
 Shopping Malls, Commercial Complexes and Hotels. The Company has also
 launched apart from other projects premium segment projects such as
 Royal Residency with SPA Village in Ludhiana and Omaxe Twin Towers in
 Noida.
 
 Your Company believes in utmost satisfaction of its customers and takes
 special care for providing the best of facilities at its projects. In
 this direction Company has entered into Memorandum of Understanding
 with Thai Privilege Consultant Co. Ltd., a Central Group of Thailand
 for establishing and operating SPA and massage knowledge centre under
 the name of Thai Privilege Spa in Northern India. Also we have
 associated with a leading Wellness Concepts design Company in the world
 Leander Sports, promoted by the renowned Tennis Professional Leander
 Paes for providing living designs based on eastern spirituality and
 vaastu with all the sports and fitness facilities for select projects
 across India.
 
 As a growth strategy your Company has initiated various projects
 including entering into Memorandum of Understanding with State of
 Rajasthan for facilitating the setting up of Multi Product Special
 Economic Zone of over 12,500 acres (approx.) at District Alwar
 Rajasthan for which the Department of Commerce, Ministry of Commerce
 and Industry Government of India has accorded in Principle approval.
 
 Further, we won the bid from Naya Raipur Development Authority,
 Chhattisgarh for Development of Theme Township with 18 Hole Golf Course
 on over 400 acres (approx.) at Naya Raipur, Capital City of
 Chhattisgarh.
 
 Your company has grown rapidly and profitably and has taken initiative
 in diversifying into other functional fields viz. Infrastructure,
 Power, Telecommunication, Aircraft Flying and Engineering Training on
 its own and through its subsidiaries.
 
 We feel immense pleasure to inform that M/s Finishing Touch Properties
 and Developers Private Limited (Subsidiary of the Company) won the bid
 of 19.53 acres land from Visakhapatnam Urban Development Authority
 (VUDA) for development of Multi Purpose real estate projects. Further,
 the Company through its subsidiary M/s Reliable Manpower Solutions
 Limited, (Subsidiary of the Company) has entered into an agreement with
 Director Civil Aviation, U.P. for setting up of Aircraft Flying and
 Aircraft Maintenance Engineering Training Institute at Kushinagar and
 Farrukhabad.
 
 Your Company through its 100% Subsidary National Affordable Housing &
 Infrastructure Limited, has taken big and comendable initiatives to
 build affordable home for masses and is in process of examining various
 schemes and options.
 
 Indian economic story remains steady in spite of global fears, domestic
 demand for real estate is steady and Company expects to further expand
 pan India and tap new customer segments.
 
 Your Company has multiple opportunities for growth and diversification
 across lines of business. Your directors believes that your Company
 thriving on these opportunities should maintain a steady growth.
 
 DEBENTURES
 
 Following Non convertible redeemable debentures were redeemed:
 
 i) Series A: 100 Non convertible redeemable debentures of Rs. 10 mio
 each were redeemed in two equal tranches on July 30, 2007 and August
 29, 2007.
 
 ii) Series B: 100 Non convertible redeemable debentures of Rs.10 mio
 each were redeemed in two equal trenches on August 11, 2007 and
 September 11, 2007.
 
 iii) Series C: 100 Non convertible redeemable debentures of Rs.10 mio
 each were redeemed in two equal tranches on October 8, 2007 and
 November 8, 2007.
 
 iv) Series U: 30 Unsecured Non convertible redeemable debentures of
 Rs.10 mio each were redeemed on May 18, 2007.
 
 Following Non convertible redeemable debentures were issued:
 
 i) Series E: 30 Non convertible redeemable debentures of Rs.10 mio each
 and redeemable in one tranche on June 2, 2008.
 
 ii) Series G: 30 Non convertible redeemable debentures of Rs.10 mio
 each and redeemable in one tranche on January 27, 2009.
 
 iii) Series G: 40 Non convertible redeemable debentures of Rs.10 mio
 each and redeemable in one tranche on January 26, 2009.
 
 iv) Series H: 100 Non convertible redeemable debentures of Rs.10 mio
 each and redeemable in one tranche on September 23, 2008.
 
 v) Series J: 70 Non convertible redeemable debentures of Rs.10 mio each
 and redeemable in one tranche on October 9, 2008.
 
 vi) Series D: 100 Non convertible redeemable debentures of Rs.10 mio
 each and are redeemable in three equal half yearly installments
 commencing at the end of 2nd year i.e on December 14, 2008, June 14,
 2009 and December 14, 2009.
 
 vii) Series F: 100 Non convertible redeemable debentures of Rs.10 mio
 each and are redeemable in four equal quarterly installments commencing
 at the end of 15 months i.e on September 29, 2008, December 29, 2008,
 March 29, 2009 and June 29, 2009.
 
 UTILISATION OF IPO PROCEEDS
 
 During the year, the Company had successfully completed its Initial
 Public Offer. This comprised of 18,613,520 Equity shares of Rs. 10 each
 at a premium of Rs. 300 per share (including issue of additional
 817,000 Equity shares on account of Green Shoe Option). The fully paid
 up equity shares of the company stands listed on August 9, 2007 on The
 Bombay Stock Exchange Limited (BSE) and National Stock Exchange of
 India Limited (NSE) and additonal shares issued on account of Green
 Shoe Option stands listed on BSE & NSE on October 4, 2007.
 
 The details of utilisation of IPO proceeds are as under:
 
                                                       (Rs. in mio)
 Particulars                                                Amount
 
 Repayment of Debentures of 
 LIC Mutual Funds                                         2,000.00
 
 Payments related to Land
 
 Payments including 
 advances related to land                     650.60
 
 Acquisition of company for the 
 indirect purpose of acquiring land
 
 - Purchase of 10,000 equity 
 shares at a Premium
 of Rs. 321.90 mio                   322.00
 
 – Advance to acquired company       130.32   452.32
 
 Payments related to land acquired 
 in subsidiary / associate companies        1,841.83
 
                                                          2,944.75
 
 Development & Construction 
 cost of projects specified
 in the objects of the issue                                204.51
 
 IPO expenses 
 including advertisement                                    620.93
 
 Total funds utilized up to 31.03.2008                    5,770.19
 
 Unutilized fund as on 31.03.2008                              Nil
 
 
 EMPLOYEES STOCK OPTION PLANS
 
 The Company is having two ESOP schemes viz. Omaxe ESOP Plan Alpha and
 Omaxe ESOP Plan Beta-2007. The details of ESOP plans are as under:
 
 1. OMAXE ESOP PLAN ALPHA
 
 The Company has issued ESOP pursuant to the special resolution passed
 in the Extra Ordinary General Meeting held on January 4, 2007.
 
 Subsequent to the requirements of the SEBI (ESOS and ESPS) Guidelines,
 1999, attached below are the disclosure requirements for the Omaxe ESOP
 Plan Alpha (or the Plan or the Scheme). [Clause 12 of the SEBI
 (ESOS & ESPS) Guidelines, 1999].
 
 Options granted
 
 5,00,000 Options equivalent to 0.29% of the present paid-up share
 capital of the Company spread over one time grant only.
 
 Pricing formula
 
 Fair market value method has been used for determining the value of an
 option granted under the scheme. A certificate in this regard has been
 obtained from an independent chartered accountant.
 
 Options vested
 
 5,00,000 options have vested on January 3, 2008 in the above mentioned
 Scheme.
 
 Options exercised
 
 No options have been exercised till date in the above mentioned Scheme.
 
 Total number of shares arising due to exercise of options
 
 5,00,000 shares would arise due to exercise of the options granted
 under the scheme on the vesting date.
 
 Options lapsed
 
 No options have lapsed till date as per the grant and vesting schedule
 of the Scheme.
 
 Variation of terms of options
 
 Vide Special Resolution dated March 25, 2008 following amendments were
 made in Omaxe ESOP Plan Alpha:
 
 a. The period of right to exercise the options in case of voluntary
 resignation or completion of the period of contract of employment (or
 other service) is increased from three months to six months from the
 date of voluntary resignation or completion of the period of contract
 of employment (or other service), as the case may be.
 
 b.  The Company may, at the discretion of ESOP Grant Committee, recover
 Fringe Benefit Tax, as may be applicable from time to time, from the
 employee(s).
 
 Money realized by exercise of options
 
 No money has been realized till date, as no Options have been exercised
 till date.
 
 Total number of options in force
 
 The total number of options in force today is the same as the number of
 options granted till date, viz., 5,00,000 number of Options.
 
 Employee wise details of options granted to
 
 Senior managerial personnel
 
 The above options have been awarded to Mr. Arvind Parakh, Director.
 
 Any other employee with grant greater than 5% of total Options
 
 Nil
 
 Employees getting options more than 1% of issued capital
 
 No employee of the Company has been awarded more than or equal to 1% of
 the issued capital (excluding outstanding warrants and conversions) of
 the Company at the time of the grant.
 
 Diluted Earnings Per Share
 
 The fully diluted earning per share of the Company after prior year
 adjustment as at March 31, 2008 is Rs. 23.82.
 
 Exercise price and fair option value
 
 The exercise price of all the options granted under the above mentioned
 Scheme is Rs. 150/-.
 
 Employee Compensation Cost
 
 The employee compensation cost has been calculated as difference
 between the fair value of the shares (Rs. 165/-) and exercise price of
 the option (Rs. 150/-) i.e. Rs. 15/- per option aggregating to Rs. 7.50
 mios.
 
 Expected life
 
 Expected life of options granted to the employees is ten (10) years.
 This is based on various schemes launched by various organizations in
 the country.
 
 2. OMAXE ESOP PLAN BETA-2007
 
 The Company had adopted Omaxe ESOP Plan Beta-2007 pursuant to the
 special resolution passed in the Annual General Meeting held on
 September 27, 2007.
 
 Subsequent to the requirements of the SEBI (ESOS and ESPS) Guidelines,
 1999, attached below are the disclosure requirements for the Omaxe ESOP
 Plan Beta-2007 (or the Plan or the Scheme). [Clause 12 of the SEBI
 (ESOS & ESPS) Guidelines, 1999].
 
 Options granted
 
 No options have been granted till date.
 
 Pricing formula
 
 No options have been granted till date under this scheme. However, the
 pricing formula would be as per the SEBI guidelines as at the time of
 grant of options.
 
 Options vested
 
 No options have vested till date under the above mentioned Scheme.
 
 Options exercised
 
 No options have been exercised till date in the above mentioned Scheme.
 
 Total number of shares arising due to exercise of options
 
 No options have been grated till date and hence, no shares would arise
 due to exercise of options.
 
 Options lapsed
 
 No options have lapsed till date as per the grant and vesting schedule
 of the Scheme.
 
 Variation of terms of options
 
 No variation have been made to the terms of the scheme.
 
 Money realized by exercise of options
 
 No money has been realized till date, as no Options have been exercised
 till date.
 
 Total number of options in force
 
 No option is in force under the scheme mentioned above.
 
 Employee wise details of options granted to:
 
 Senior managerial personnel
 
 Nil
 
 Any other employee with grant greater than 5% of total Options
 
 Nil
 
 Employees getting options more than 1% of issued capital
 
 No employee of the Company has been awarded more than or equal to 1% of
 the issued capital (excluding outstanding warrants and conversions) of
 the Company at the time of the grant.
 
 Diluted Earnings Per Share
 
 There has been no grant under this scheme and hence there is no impact
 on EPS.
 
 Exercise price and fair option value
 
 Not applicable.
 
 Employee Compensation Cost
 
 The employee compensation cost will be calculated as difference between
 the fair value of the shares and exercise price of the option.
 
 Expected life
 
 Expected life of options granted to the employees is ten (10) years.
 This is based on various schemes launched by various organizations in
 the country.
 
 INTERNAL CONTROL SYSTEMS
 
 The Company has a robust in-house Internal Audit Department. Internal
 Control System of the Company has been devised through its extensive
 experience that ensure control over various functions in its business.
 The Company practises Quality Management System for Design, Planning,
 Construction & Marketing which fulfills the requirement of ISO 9001.
 Periodic audits conducted by Internal Auditors and Statutory Auditors
 provide means whereby any weakness, whether financial or otherwise, are
 identified and rectified from time to time.
 
 Further, the Company has also formed an Audit Committee, the
 composition and functioning of which, is in accordance with the terms
 of Companies Act, 1956 as well as Clause 49 of the Listing Agreement.
 
 INVESTOR RELATIONS
 
 Investor Relations have been cordial during the year. As a part of
 compliance, the Company has formed an Investor Grievance Committee to
 redress the issues relating to the investors. The details of which are
 provided in the Corporate Governance Report forming part of the Annual
 Report.
 
 DIRECTORATE
 
 In accordance with the provisions of the Companies Act, 1956 and
 Articles of Association of the Company Mr. Sunil Goel, Mr. Arvind
 Parakh, Mr. P. P. Vora and Mr. Devi Dayal retires by rotation, at the
 ensuing Annual General Meeting, and being eligible, offer themselves
 for re-appointment.
 
 The tenure of Mr. Rohtas Goel, Chairman and Managing Director and Mr.
 Sunil Goel, Joint Managing Director had completed on March 31, 2008.
 The Board on recommendations of Remuneration Committee had approved the
 re-appointment of Mr.  Rohtas Goel, Chairman and Managing Director and
 Mr. Sunil Goel, Joint Managing Director for a further period of five
 years with effect from April 1, 2008.
 
 Brief resume of the Directors proposed to be appointed/ reappointed,
 nature of their expertise in specific functional areas and names of the
 Companies in which they hold Directorship and Membership/ Chairmanship
 of Board Committees, as stipulated under Clause 49 of the Listing
 Agreement with the Stock Exchanges are provided in the Corporate
 Governance Report forming part of the Annual Report.
 
 The Board recommended for their appointment / reappointment.
 
 Lt. General (Retd.) Bhopinder Singh and Mr. Balmiki Prasad Singh who
 were appointed as Independent Directors had resigned from the
 directorship due to personal reasons with effect from January 31, 2008
 and June 27, 2008, respectively. Further Mr. Arvind Parakh, CEO
 Corporate Strategy & Finance had resigned from the post of CEO
 Corporate Strategy & Finance due to personal reasons with effect from
 February 2, 2008. However, he will continue as director on the Board.
 
 Lt. General (Retd.) Bhopinder Singh was again appointed as an
 Additional Director in the meeting of Board of Director held on July
 29, 2008.
 
 The Board place on record its gratitude for the contribution made by
 Mr. Singh during his tenure.
 
 AUDITORS
 
 M/s Doogar & Associates, Chartered Accountants the Statutory Auditors
 of the Company shall retire at the conclusion of the ensuing Annual
 General Meeting.
 
 The Company has received letter from M/s Doogar & Associates, to the
 effect that their appointment/ re appointment if made, would be within
 the prescribed limits under Section 224(1B) of the Companies Act, 1956
 and that they are not disqualified for such appointment/ reappointment
 within the meaning of Section 226 of the said Act.
 
 AUDITORS REPORT
 
 The observation made in the Auditors Report are self-explanatory,
 However your directors have following comments on the observations in
 the Auditors Report and recommendations of the Audit Committee:
 
 Except for delay in some cases in depositing statutory dues on account
 of administrative and clerical difficulties there are no arrears
 outstanding at the end of the financial year or for more than 6 months
 from the date they become repayable.  However, the steps are being
 taken for further strengthening the systems. There are certain dues of
 Sales Tax, which has not been deposited on account of disupute. The
 same will be resolved.
 
 SETTLEMENT COMMISSION
 
 During the Financial year 2005-2006 the Company was subjected to search
 under Section 132 of Income Ta x Act, 1961 (The Act). Subsequently,
 pending completion of block assessment proceedings, the Company filed
 an application on May 31, 2007 for settlement of cases under Section
 245 C (i) of the Act to the Income Tax Settlement Commission relating
 to the financial year 1999-2000 to 2005-2006 and offered an aggregate
 income of Rs. 278.60 mios relating to the Financial Year 1999-2000 to
 2005-2006. The Income Tax Settlement Commission vide its order dated
 March 17, 2008 has accepted the aforesaid income so offered amounting
 to Rs.278.60 mios.
 
 PUBLIC DEPOSITS
 
 Directors of your Company wish to take this opportunity to thank the
 general public who have deposited their money in the public deposits of
 the Company. During the year the Company has not accepted any public
 deposits. The outstanding balance as on March 31, 2008 is Rs.
 50,02,614/- as against Rs 76,48,848/- in the previous year. There were
 unclaimed deposits of Rs 59,490/- as on March 31, 2008 and the amount
 is still remains unclaimed so far. Periodical reminders are sent to the
 respective depositors.
 
 PARTICULARS OF EMPLOYEES
 
 As required by the provisions of Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particular of Employees) Rules, 1975 as
 amended, the names and other particular of the Employees are set out in
 Annexure I
 
 SUBSIDIARY COMPANIES
 
 The Company has 37 subsidiaries as on March 31, 2008. During the year
 under review 16 companies have become subsidiaries directly and
 indirectly. List of subsidiaries which have been consolidated at the
 year end is given in the Notes to Accounts.
 
 During the year under review Omaxe Azorim Developers Private Limited
 (Formerly known as Fluorescence Properties Private Limited) has become
 Joint Venture entity on account of entering into Joint Venture with
 Azorim International Holdings Limited and ceased to be subsidiary.
 
 Pursuant to Accounting Standard AS-21 issued by the Institute of
 Chartered Accountants of India, Consolidated Financial Statements,
 which includes the financial information of the subsidiaries, are
 enclosed and form part of this Annual Report.  Annual Accounts of the
 subsidiary Companies and the related detailed information will be made
 available to the investors of holding and subsidiary Companies seeking
 such information at any point of time and the Annual Accounts of the
 subsidiary Companies will also be kept for inspection by any investor
 at its registered office and that of subsidiary Companies concerned.
 In terms of said approval, information about capital, reserves, total
 assets, total liabilities, details of investment, turnover, profit
 before taxation, provision for taxation, profit after taxation and
 proposed dividend in respect of each subsidiary has been given in one
 sheet with the Consolidated Balance Sheet.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT / TECHNOLOGY
 ABSORPTION / FOREIGN EXCHANGE EARNING AND OUTGO
 
 The information required pursuant to Section 217 (1)(e) of the
 Companies Act, 1956, read with Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules, 1988 pertaining to
 Conservation of Energy, Research & Development, Technology Absorption
 are not applicable to the Company.
 
 The earning in foreign currency is Rs. 70.70 Mios as against Rs. 51.38
 Mios earning in previous year and expenditure in foreign currency is
 Rs. 38.04 Mios during the current year as compared to Rs. 11.90 Mios in
 the previous year.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, it is
 hereby confirmed that:
 
 (i) In the preparation of the annual accounts for the financial year
 ended March 31, 2008, the applicable accounting standards have been
 followed along with proper explanations relating to material
 departures;
 
 (ii) The Directors had 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 as at March 31, 2008 and of the profit of the Company
 for the year ended on that date;
 
 (iii) The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 (iv) The Directors had prepared the annual accounts of the Company on a
 going concern basis.
 
 CORPORATE GOVERNANCE REPORT
 
 The Company is committed to maintain the highest standard of Corporate
 Governance. The Securities & Exchange Board of India (SEBI) had
 introduced a Code of Governance for Listed Companies which are
 implemented through the Listing Agreement with the Exchanges in which
 the Companys Shares are listed. A separate report on Corporate
 Governance forms part of the Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A separate report on Management Discussion & Analysis forms part of the
 Annual Report.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to acknowledge with gratitude the
 co-operation provided by the financial institution, bankers, Government
 agenises and other business constituents during the year under review.
 
 The Directors recognise all shareholders, business partners and members
 of the OMAXE family for their sustained co- operation in turning the
 dreams into reality.
 
 The relationship with the employees remained cordial during the year
 and your Director wish to place on record their appreciation of the
 contribution made by the employees at all level, leading to the
 remarkable performance and impressive results of your Company.
 
 CAUTIONARY STATEMENT
 
 Statement made in the report, including those stated under the caption
 Management Discussion and Analysis describing the Companys plan,
 projections and expectations may constitute forward looking statement
 within the meaning of applicable laws and regulations. Actual results
 may differ materially from those either expressed or implied.
 
                                       For and on behalf of the Board
                                                        For Omaxe Ltd.
 
                                                                   Sd/-
 
                                                          Rohtas Goel
 Place: New Delhi                      Chairman and Managing Director
 Date : July 29, 2008
 
 OMAXE Ltd.
 7, LSC, Kalkaji,
 New Delhi-110019