Homesfy Realty Ltd Directors Report

To the Members,

HOMESFY REALTY LIMITED,

(Formerly known as Craft Financial Advisors Private Limited)

Your 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 Rs 5,302.67 Lacs as compared to the previous year which was Rs 3,033.05 Lacs recording a growth in revenue of 74.83%. Further during the year, the Company has earned net profit of Rs 247.96 Lacs as compared to net profit of Rs 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 Rs 5,00,000/- (Rupees Five Lacs Only) to Rs 10,50,00,000/- (Rupees Ten Crores Fifty Lacs only):

During the year under review, the Company has increased its Authorized Share Capital from Rs 5,00,000/- (Rupees Five Lacs Only) to Rs 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 Rs 5,00,000/- (Rupees Five Lacs Only) consists of 50,000 (Fifty Thousand) equity shares of face value of Rs 10/- each to Rs 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 Rs 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 Rs 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 Rs 10/- each on cash at an issue price of Rs 197/- per equity share (including Security Premium of Rs 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 Rs 10/- each on cash at an issue price of Rs 197 per equity share (including security premium of Rs 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 Rs 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 Rs 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,
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 12^th 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 Companys 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 Companys 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 Companys 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 Boards 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 Rs 10/- each fully paid up for cash at a price of Rs 197/- per equity share (including share premium of Rs 187 per equity share) aggregating to Rs 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 Companys 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

1 June 6^th, 2022

2 June 25^th, 2022

3 June 30^th, 2022

4 July 5^th, 2022

5 July 22^nd, 2022

6 July 27^th, 2022

7 August 5^th, 2022

8 August 11^th, 2022

9 August 22^nd, 2022

10 September 5^th, 2022

11 September 7^th, 2022

12 September 27^th, 2022

13 October 4^th, 2022

14 October 16^th, 2022

15 November 4^th, 2022

16 November 15^th, 2022

17 November 23^rd, 2022

18 December 9^th, 2022

19 December 15^th, 2022

20 December 28^th, 2022

21 February 11^th, 2023

22 February 25^th, 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.

1 (one) Meetings of the Audit Committee was held on December 9^th, 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 Kukreia	Member	Managing Director	1	1

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements 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.

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 Companys 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 Companys 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 Companys 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 Stakeholders 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. Name of Member No.	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. Name of Member No.	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. Auditors Report:

During the year under review, the Auditors 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 Companys 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 Companys 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 womens 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 investors@homesfy.in.

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 Boards 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 Rs 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. Complaints Received No.	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 Companys 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 Companys 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 Companys 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 Companys 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.

For and on behalf of HOMESFY REALTY LIMITED

(Formerly Known as Craft Financial Advisors Private Limited)

Sd/-

Ashish Kukreja

Chairman & Managing Director

DIN: 03068422

Place: Thane

Date: August 19th, 2023