Max Estates Ltd Management Discussions

Max Estates: Positioned to Lead the Next Phase of Real Estate Growth in NCR

Bringing Real Well-being to Real Estate

FY marked a significant phase of growth for Max Estates, reaffirming the companys strong conviction in the real estate opportunity within Delhi-NCR. Staying true to its core philosophies of WorkWell & LiveWell, the company continued its strategic trajectory—expanding its development portfolio from _ million square feet in FY to over million square feet in FY across residential, commercial, and mixed-use segments.

This year was particularly notable as the company entered the mixed-use development space through two marquee acquisitions, furthering its vision of delivering differentiated real estate experiences that integrate cutting-edge design with exceptional hospitality and a focus on wellbeing.

Strategic Acquisitions: Driving Portfolio Growth

Max Estates made bold, forward-looking moves in FY, acquiring prime land parcels and development rights across Delhi-NCR with the following acquisitions:

Delhi One, Sector B, Noida – The Company successfully acquired the Delhi One project after receiving final approvals under the Insolvency & Bankruptcy Code from Honble NCLT and Honble NCLAT in February and October , respectively. The project is an integrated mixed-use development that will have ultra-luxury serviced residences, premium office spaces, and retail spaces. This strategic acquisition offers significant development potential of about million square feet, inclusive of already sold units. The project is expected to generate a total sales potential of approximately , crore, along with an annuity rental income potential of around crore.

Sector , Noida – Marking the first acquisition under government auction, the Company acquired a -acre parcel along the Noida-Greater Noida Expressway for crore through a competitive auction. It has a development potential of million square feet with per cent residential (group housing) and per cent commercial (including office and retail). The project has a Gross Development Value (GDV) potential of over approximately , crore and an annuity rental income potential of more than crore.

Estate , Sector A, Gurugram – Adjacent to its flagship residential project Estate in Gurugram, the company acquired an -acre residential parcel with development potential of _ mn square feet, expanding its footprint to nearly acres in this emerging luxury corridor on the Dwarka Expressway. Estate adds a GDV potential of , crore, bringing the combined Gurugram development potential to over , crore across million square feet.

Together, these acquisitions expanded the companys total portfolio to million square feet, laying a strong foundation for its long-term growth strategy of adding at least _ million square feet of development portfolio annually across residential and commercial asset classes.

FY Marks a Milestone Year of Execution at Scale and Robust Pre-Sales

In FY, the company delivered strong operational performance across its portfolio. Estate , Noida, achieved Phase II bookings of crore, exceeding its target of crore. Spanning acres, the project has now evolved into a fully integrated premium residential community with a total booking value clocked of~ , crore and is per cent sold. Estate in Gurugram maintained strong momentum, recording , crore in pre-sales with per cent of the inventory sold. Between Estate and Estate , the company did Cr of collections.

In the commercial segment, Max Square in Noida—designed around the theme "Where Nature Meets Work"—achieved over per cent leasing across ~ million square feet, with rentals commanding a per cent premium over the micro-market. Similarly, Max House Phase II in Okhla was fully leased at rentals per cent above the market average, underscoring the demand for well-designed, high-quality office spaces.

Backed by a strong team of a strand team of over full time professionals, a robust zero net-debt balance sheet, and technology-led operations with sustainability embedded at the core, the company is well-positioned to execute and operate at scale with four operational assets and construction progressing steadily on four large developments with three more currently in the design phase. Max Estates is strengthening its focus on the LiveWell and WorkWell philosophy, embedding it across every aspect — from location and design to operations, materials, and beyond.

Current Portfolio Snapshot

Asset Name	Location	Asset Class	Project Lifecycle Stage	Size (Leasable/ Saleable area)
				(Approximate)
Rajpur	Dehradun	Residential	Operational	million square feet
Max Towers	Noida	Commercial	Operational	million square feet
Max House Phase I	Delhi	Commercial	Operational	million square feet
Max Square	Noida	Commercial	Operational	million square feet
Max House Phase II	Delhi	Commercial	Operational	_ million square feet
Estate	Noida	Residential	Under Construction	million square feet
Max District	Gurugram	Commercial	Under Construction	million square feet
Max Square Two	Noida	Commercial	Under Construction	_ million square feet
Estate	Gurugram	Residential	Under Construction	million square feet
Estate	Gurugram	Residential	Under Design	_ million square feet
Sector	Noida	Mixed-Use	Under Design	million square feet
Delhi One	Noida	Mixed-use	Under Design	million square feet

Max Estates is committed to making a positive societal impact by partnering with Habitat for Humanity India to provide homes for underprivileged construction workers and labourers, enhancing their living conditions and health. In collaboration with Habitat for Humanity India, we successfully delivered homes in Phase I of the affordable housing project in Rewari, Haryana. Phase II, with an additional homes, is currently under construction, and we are actively exploring additional partnership opportunities in the Noida region with them.

Max Estates has also partnered with the Latika Centre for Inclusion, reaffirming our commitment to building universally accessible environments that support and empower specially abled individuals. As part of this initiative, a dedicated , sq. ft. campus is being developed, featuring activity rooms, therapy and counselling units, a library, physiotherapy and sensory areas, a family resource centre, an inclusive playground, training halls, and a ramp-accessible building.

A Purpose-led Organisation with Strong Governance

Max Estates is committed to bringing the Max Groups core values—Sevabhav (Service), Excellence, and Credibility—to the Indian real estate landscape. The Company is guided by a renewed purpose: "Enhancing quality of life through the spaces we create". Over the past year, the Company has institutionalised robust systems, built organisational depth, and attracted high-quality talent to enable execution at scale and deliver on its long-term vision.

Focused Strategy: One Region, Multiple Asset Classes

Max Estates continues to follow a focused strategy of: "One region, multiple asset classes". We have curated a portfolio of million square feet, which is well diversified in terms of geographical footprint across Delhi–NCR (Gurugram, Noida and Delhi), asset class (both residential, commercial and mixed use) and risk spectrum (delivered, under construction and design). In a region with limited presence of credible, consumer-centric developers, Max Estates aims to fill the gap by delivering holistic, design-led, wellness and hospitality driven experiences. Anchored in the WorkWell and LiveWell philosophies, the company aspires to become a leading real estate brand in Delhi-NCR.

Global Economy in : Shifting Trajectories, Emerging Opportunities

The global economy in navigated a complex environment shaped by geopolitical tensions, uncertainties, rapid technological shifts, and changing consumer behaviours. The U.S. economy showed notable resilience with %_ Real GDP growth, supported by strong domestic demand and consumer spending. In contrast, Europe experienced a sluggish recovery, growing at just %_ , hindered by structural headwinds in energy-intensive sectors. Germany, the regions largest economy, slipped into its second consecutive year of recession, while Chinas recovery was constrained by persistent issues in its property sector. Amid these challenges, India and Southeast Asia emerged as key global growth drivers, benefiting from rising consumption, accelerated digital adoption, and sustained infrastructure investments.

For India, these global developments bring both risks and opportunities. While the imposition of U.S. tariffs on various goods raises concerns for global trade, Indias economy remains relatively insulated due to its higher share of service exports, which are less affected by such barriers. S&P Global forecasts Indias GDP growth at % for FY, supported by cooling inflation and fiscal support announced in the Union Budget. Additionally, U.S.-China trade tensions are creating new avenues for India, particularly in electronics manufacturing. With electronics exports reaching $_ billion in FY and the continued rollout of Production-Linked Incentive (PLI) schemes, India is well-positioned to expand its manufacturing base. While global GDP growth is projected to slow from %_ in to %_ in , Indias diversified economy and proactive policy measures suggest continued resilience and momentum.

Indias Growth Story: Strong Momentum and a Stable Outlook

In , the Indian economy demonstrated strong resilience amid a challenging global environment. With GDP growth estimated at % by the IMF, India remained one of the fastest-growing major economies, supported by robust domestic consumption, steady services exports, and a rebound in investment activity, accelerated digital adoption, robust services, increased public and private infrastructure spending, and growing momentum in manufacturing.

Looking ahead, the outlook for FY remains optimistic, driven by continued structural reforms, a young and growing workforce, and rising global interest in India as a reliable alternative manufacturing base. Consumer price inflation in India is expected to gradually decline, easing from % in FY to % in FY, and further moderating to % in FY. According to the Reserve Bank of Indias Monetary Policy Committee (MPC), the Indian economy is likely to sustain its current growth trajectory, with GDP projected to grow at % year-on-year in FY, maintaining the momentum seen in previous years.

Overall, Indias growth trajectory remains strong, as its economic structure adapts to the shifting global landscape with a focus on domestic strength and future-oriented development.

Real Estate Emerges as Key Economic Engine with Rising Investments and Urbanisation
Indias real estate sector demonstrated strong momentum in , reflecting growing investor confidence and sustained economic activity. The sector is one of the largest employment generators in	FDI allowed under the automatic route for townships, housing, and built-up infrastructure, further boosting growth prospects.
the country, employing over million people, and is expected to contribute around %_ to Indias GDP by , with the market size projected to reach USD _ trillion_ by . Institutional investments surged to USD _ billion in , marking a % increase from , highlighting robust capital inflows. Urbanisation remains a key demand driver, with over %_ of Indias population expected to live in urban areas by , fuelling the need for housing, infrastructure, and services across major and emerging cities. Government initiatives such as the Pradhan Mantri Awas Yojana (PMAY) continue to promote affordable housing, while growing adoption of PropTech and sustainable, green building practices reflect the sectors evolving focus on technology and environmental responsibility.	Looking ahead, the outlook for FY remains positive, supported by recent monetary easing from the Reserve Bank of India and ongoing infrastructure investments. While the sector faces challenges like rising input costs and regulatory complexities, a gradual moderation in price growth is expected to balance demand and supply. Additionally, the real estate industry is undergoing a transformation, emphasising innovation in design, sustainability, and digital integration to meet changing consumer preferences. Overall, real estate continues to be a vital pillar of Indias economic expansion, driven by structural demand, demographic shifts, and policy support that collectively position it for sustained growth in the years ahead.
Foreign direct investment remains strong, with %
Indias Housing Market Sees Strong Growth with Luxury Segment in Lead
Indias residential real estate market witnessed strong growth in CY , backed by robust end-user demand and rising homebuyer confidence. Housing sales reached approximately _. Lakh units—% higher than levels—despite a slight _% dip from , indicating sustained momentum. Value of sales rose % YoY to _ trillion, while new launches saw a _% YoY decline to _ lakh units, still marking a % rise from . Inventory overhang dropped to months, improving from months in and a significant decline from months in , signalling improved market efficiency.	super-luxury segments is being fuelled by multiple factors, including rising disposable incomes, a growing preference among affluent buyers for upscale and contemporary living, and the increasing appeal of premium properties as an investment avenue for the expanding upper middle class, NRIs, and high net worth individuals. This upward trajectory in mid-to- high-end housing is expected to continue in FY, supported by a sustained appetite for home ownership, improving infrastructure, and rising demand for larger, more spacious residences.
Theres been a notable shift in demand, with luxury and super-luxury homes making up % of new supply, up from % in , while affordable housing dropped from % to %. Rising demand in the luxury and super luxury segments has led to a sharp increase in average ticket sizes. The expansion of the luxury and	NCR recorded , housing sales—a _% YoY dip but % higher than in —while new supply surged % YoY to , units. Prices in NCR rose % over the past year, with an inventory overhang of months. With solid economic fundamentals and supportive interest rates, the market is poised for continued growth in
Indias Office Market Hits Historic High in Amid Increasing
Occupier Confidence
was a landmark year for Indias office real estate sector, achieving a record-high gross absorption of Million sq. ft.—a % YoY growth—reflecting sustained occupier confidence and the entry of new firms. Both domestic and global firms actively expanded in the country, influenced by the availability of talent and a robust technological landscape. Development completions demonstrated continued resilience, _ million sq. ft. Additionally, office demand is broad- based in terms of sectoral mix, with a significant surge in domestic demand in line with Indias growing stature	Global Capability Centres (GCCs) played a pivotal role, fuelled by Indias highly skilled and cost-effective workforce, thriving on a technological ecosystem, and competitive rentals, leasing million sq. ft. in , cementing Indias position as a strategic destination for global companies. GCCs are projected to maintain a –% share in office leasing, driven by expansions and the entry of new players. The outlook for FY remains strong, with office demand expected to continue its upward trajectory.
in the global economy. - Prominent sectors driving absorption are technology -% (% in ), Flexible space operators -% (% in ), BFSI -% (% in ), Engineering and manufacturing -_% (_% in ), among others. - Leasing by domicile during – Domestic % (% in ), USA % (% in ), EMEA % (% in ), APAC _% (_% in )	In the post-COVID landscape, with employee experience becoming a strategic priority, occupiers are expected to continue pursuing ‘flight to quality relocations and upgrades. Corporations are increasingly opting for modern, green-certified office spaces aligned with net-zero goals. This trend is driving demand for high-quality, sustainable workplaces within integrated tech parks, reshaping Indias office market with a renewed emphasis on well-being, flexibility, and resilience.

Financial Business Performance

The Company presents a summary of its Standalone and Consolidated financial performance for the financial year ended March , as outlined below.

	Standalone		Consolidated
Particulars	FY-	FY-	FY-	FY-
Revenue from Operations			.
EBITDA	.		.
Profit/(Loss) before Tax	.			()
Profit/(Loss) after Tax	.			()

On a standalone basis, the Companys revenue from operations stood at . crores in FY-, compared to . crores in FY-. EBITDA stood at . crores in FY-, as against . crores in FY-. Profit before tax stood at . crores in FY-, compared to . crores in FY-. Profit after tax stood at . crores in FY-, compared to . crores in FY-.

On a consolidated basis, the Companys revenue from operations stood at . crores in FY-, compared to . crores in FY-. EBITDA stood at . crores in FY–, as against

. crores in FY-. Profit before tax stood at . crores in FY-, compared to a loss of . crores in FY–. Profit after tax stood at . crores in FY-, compared to a loss of . crores in FY-. As of March , the Companys debt stood at , crores (excluding _ crores towards CCD and its accrued interest of New York Life), which included Lease Rental Discounting (LRD) loans of crores. Cash and cash equivalents as of March , stood at , crores, resulting in a net cash surplus of crores.

Key Change in Significant Financial Ratios (Basis Standalone Financial Statement)

Particulars	AS of March 31,2025	AS Of March 31,2024	% Change	Reason for variance
Current Ratio	37.02	2.70	1273%	During the year, the compa ny has raised funds via Qualified institutional Placement (QIP) and stake sale in a su bsid iary Company to New York Life, resulting in a substantial increase in the ratio.
Gearing ratio	NA	12%	(100%)	During the year, the compa ny has
Debt-Equity Ratio	NA	0.13	(100%)	repaid outstanding loans resulting in a change in the ratio.
Debt Services Coverage Ratio	1.50	1.63	(8%)	During the year, the compa ny has sold a stake in a subsidiary company and
Return on Equity Ratio	11.90%	1.85%	542%	a Iso an investment property, resulting higher ratio.
inventory Turnover Ratio	-	-	NA
Trade Receivables Turnover Ratio	1.85	2.49	(26%)	Better collection of receivables
Trade Payable Turnover Ratio	NA	NA	NA
Net Capital Turnover Ratio	0.03	0.19	(83%)	During the year, the company has raised funds via Qualified institutional Placement (QIP), resulting in higher capital. Pending deployment of such capital has resulted in a lower ratio for the current year.
Net Profit Ratio	6.83	0.79	761%	During the year, the compa ny has sold
Return on Capital Employed	14.17%	2.20%	543%	a stake in a subsidiary company and alsoan investment property, resulting
Return on investment	1144%	1.62%	607%	higher ratio.

Progress against key pillars to enable execution at scale

Max Estates has made significant strides across its core strategic pillars, building a strong foundation for scalable execution and sustained value creation.

Growth

Max Estates has built a well-diversified and scalable real estate portfolio across Delhi NCR, spanning commercial, residential, and mixed-use developments. Following the successful execution of premium commercial projects in Delhi and Noida and the launch of differentiated residential communities in Noida and Gurugram, the company has strategically expanded into mixed-use assets through targeted acquisitions. With a current portfolio of ~ million square feet, Max Estates is positioned to accelerate its growth momentum by adding at least _ million square feet annually across both residential and commercial segments, thereby strengthening its presence across key micro-markets in the region.

Capital

To fuel its next phase of growth, Max Estates successfully raised crore through a Qualified Institutional Placement (QIP), which garnered strong participation from leading domestic and global institutional investors such as Nippon, Invesco, ITI Mutual Fund, and Trust Mutual Fund—reflecting robust confidence in the Companys business model, execution capability, and long-term potential.

In addition to the QIP, the Company raised further capital of crore through preferential allotments to promoters and strategic investors. New York Life (NYL), a long-standing partner, deepened its commitment by acquiring a per cent stake in two SPVs holding Max Towers and Max House (Phase I & II) for a total amount of Cr.

Collectively, the equity infusion from the QIP, preferential allotment, and NYLs investment brings in over , crore of fresh capital, significantly enhancing the Companys financial flexibility to pursue new development opportunities and scale operations.

With existing stakes in Max Square, Max Square Two, and Max District, Gurugram development, NYL now holds a per cent interest across the entire commercial real estate portfolio of Max Estates. Their cumulative investment commitment stands at , crore, including crore towards upcoming mixed-use projects at Delhi One and Sector , Noida.

In parallel, Max Estates continues to adopt capital-efficient models, including Joint Development Agreements (JDAs), which are being successfully implemented in its ongoing residential projects in Gurugram.

Execution

Max Estates has transitioned from executing one project at a time to managing a robust multi-project portfolio. As of FY, we have _ operational projects, _ under construction projects and _ under design projects. All under-construction projects remain broadly on track in terms of both timelines and budgets, reflecting disciplined project management and operational rigour.

Residential performance - Max Estates delivered strong execution outcomes in FY, with total bookings surpassing , crore, approximately _x of last FY — demonstrating the strength of our product-market fit and customer trust. Estate , our first residential development in Noida, is fully sold. Phase II of Estate saw a %+ price premium over Phase I, reflecting strong demand for design and hospitality-led end-user-focused residential developments. Estate in Gurugram — NCRs first intergenerational living concept- is per cent sold as of March . Between Estate and Estate , the company did Cr of collections. These results validate our approach of delivering differentiated, high-quality residential offerings.

On the commercial side, Max Square was completed in a record months and is over per cent leased as of June at a per cent premium to the micro-market, attracting marquee occupiers such as Adobe, NDTV, CloudAngles, and AML Rightsource. Max House Phase II was delivered in Q_FY and fully leased within months at a per cent rental premium. Our legacy commercial assets, Max Towers and Max House Phase I, continue to operate at full occupancy with lease rentals – per cent above market, supported by a diversified tenant base of leading domestic and international firms. We have built a well-diversified portfolio of office and retail clients, with no single tenant occupying more than % of respective buildings and near-zero attrition — a reflection of the enduring appeal of our spaces and the quality of our tenant engagements, enabling them to truly WorkWell.We are deeply committed to our key pillars of execution: people, process, sustainability, digital innovation, and customer centricity. By continuously focusing on and investing in these areas, we will be able to scale our operations across micro markets, ensuring timely project execution, quality construction, efficient project management, and prioritised customer satisfaction.

Customer Experience

Empirical evidence suggests that there is a strong correlation between the built environment and the quality of life experienced by its users. Thus, enhancing customer experience through well-designed spaces can directly impact the overall health and well-being of end users.

At Max Estates, weve paid close attention to creating a unique confluence of spaces that enable collaboration, innovation, and community, that are not just functional and aesthetically pleasing, but also environmentally sustainable, and designed to promote the holistic well-being of our users. Guided by our philosophy of WorkWell and LiveWell, we create differentiated working and living experiences by moving beyond the conventional separation of work, life, and well-being, and paying attention to the entire spectrum of well-being across physical, emotional, social, and environmental aspects. Our developments personify our wellbeing orientation and bring our WorkWell and LiveWell philosophies to life.

Our focus on WorkWell and LiveWell is anchored around _ pillars - empathetic hospitality, elemental harmony, generosity, inclusivity, peace of mind, belonging, Intentional Design, sustainability and food & nutrition. For instance, we integrate nature meaningfully into our designs, exemplified by the ~, square feet forest courtyard at Max Square.

Our in-house engagement vertical, Pulse, breathes life into our buildings by curating a collection of events and activities that nurture occupants to be healthier and happier. Pulse orchestrated + Events, driving _,+ tenant employee engagements in FY across all our operational assets. All of this has resulted in top-notch NPS_. score of /

People

To support execution at scale, Max Estates has significantly strengthened its organisational capabilities over the past year, with a focused effort on attracting high-quality talent, particularly to build out the residential vertical. Over experienced professionals have been onboarded in FY across key functions, blending real estate and cross-industry expertise. We continue to invest in leadership development and capability building through structured learning programs, ensuring our teams are equipped to deliver on the scale and ambition of our growing portfolio.

There is enhanced focus on improving diversity within our organisation. We are committed to increasing womens participation in our workforce to % within the next months. To deepen our understanding and demonstrate our intent to drive meaningful change in gender diversity, we partnered with In Tandem Global Consulting to release a joint report titled "Concrete Change — A Study of the Economic Impact of Better Pay Parity & Inclusion of Women in Real Estate." The report underscores a critical insight: real estate continues to be one of the least inclusive sectors for women, emphasising the urgent need for systemic change.

Process

Max Estates has undertaken several strategic initiatives to strengthen systems and processes to enable seamless execution at scale, like institutionalising SOPs across verticals of the real estate value chain with the help of subject matter experts. These SOPs are rigorously tested through internal audits to ensure robust execution at scale.

Sustainability remains central to our operations. Since publishing our first Sustainability Report in , weve made consistent progress, achieving a GRESB _-star rating and securing LEED, IGBC, ISO, and WELL certifications for our operational assets. We aspire to reach a _-star GRESB rating in . We continue to embed ESG principles and digital innovation across functions—leveraging tools such as SAP, BIM, Salesforce, Zoho, Autodesk, SAP Ariba, Reloy and others to enhance collaboration, streamlining processes, improving decision making, driving operational efficiency, cost-effectiveness, revenue enhancement, and customer experience. Our three-year digital roadmap will further enhance scale readiness.

The Company is formalising Net Zero targets in alignment with the Science Based Targets initiative (SBTi), with a commitment to achieving Scope _ and Scope _ Net Zero emissions by , contributing meaningfully to Indias broader climate objectives. Additionally, we have commenced the measurement of Scope _ emissions and are conducting Life Cycle Assessments (LCA) across our asset portfolio. To enhance operational efficiency, we are also implementing technology-driven solutions focused on optimising energy use, water management, and waste handling.

Risk

The Company has implemented a comprehensive Risk Register framework, which identifies and evaluates risks across seven key areas: macroeconomic, business, regulatory, brand, capital, people, and technology. Each risk is categorised based on its likelihood and potential impact, with four risk levels: low, moderate, severe, and critical. Our goal is to cultivate a strong ‘Risk Culture by encouraging team members at all levels to contribute to risk discussions and mitigation strategies, ensuring these insights are integrated into the Risk Register for ongoing tracking and review.

Additionally, we have established a dedicated Risk Management Committee to oversee and refine our risk management processes, ensuring continuous alignment with the companys strategic objectives.

Brand

Max Estates is fast emerging as a real estate brand synonymous with thoughtful design, hospitality-led experiences, and a deep commitment to wellbeing, all aimed at enhancing quality of life through the spaces it creates. The Companys purpose — ‘bringing real wellbeing to real estate— has become a clear differentiator in the market.

By prioritising wellbeing in every space, we offer a unique value proposition that sets us apart from competitors. This unique positioning has earned industry recognition, including "Real Estate Company of the Year – North" by Construction Week, "Best Realty Brands" by ET Now in and "Best Organisation for Women " by ET Now.

The Company is dedicated to giving back to society by partnering with Habitat for Humanity India to sponsor homes for underprivileged construction workers and labourers, improving their living conditions and health and has successfully handed over homes in Phase I of the affordable housing project in Rewari, Haryana. Phase II, with an additional homes, is currently under construction, and we are exploring further partnership opportunities in the Noida area. Our partnership with the Latika Centre for Inclusion reflects our commitment to creating universally accessible environments that support and empower specially-abled individuals. As part of this initiative, a dedicated , sq. ft. campus is being developed, featuring activity rooms, therapy and counselling units, a library, physiotherapy and sensory areas, a family resource centre, an inclusive playground, training halls, and a ramp-accessible building.

Key Milestones for FY
We aim to ‘become a leading real estate brand in	- Financial closure for Delhi One (Noida) and Sector
Delhi NCR with focus on design and hospitality-led	(Noida) mixed-use projects
differentiation in customer experience. We endeavour to continuously strengthen our capabilities across the real estate value chain anchored in our WorkWell and LiveWell philosophies to effectively serve across a range of micro-markets within Delhi-NCR through a wide spectrum of product, price, demand mix,	- Scale and drive adoption of tech-enabled systems and processes across the value chain in both asset classes to ensure health and safety, customer experience, operational efficiency, and cost stewardship at scale
and regulatory landscape. Further, the Company will continue to invest in institutionalising systems and processes aided by best-in-class digital tools and technologies to minimise execution risk in terms of cost	- Focus on broad basing the culture of identifying, engaging, and mitigating risks that can materially impact portfolio-level cash flow and derail execution at scale
and time as well as enhance customer experience and operational efficiency. Our key priorities for FY are listed as under: - Grow pre-sales booking value by to per cent year-on-year ( , to _, crore) from	- Identify and fill capability gaps across the value chain with a specialised and experienced talent pool - Embed the ‘LiveWell WorkWell philosophy across ‘Experiences developed by Max Estates – curating an ecosystem that integrates sustainability, biophilia, nutrition, community, and health & fitness offerings to ‘bring real well-being to real estate
three planned launches of residential/mixed-use developments in FY - Estate (Gurugram), Delhi One (Noida), and Sector (Noida) - Achieve pre-leasing of , square feet each in two upcoming commercial projects - Max Square Two (Noida) and Max District (Gurugram).	- Continue to implement ESG best practices across the growing portfolio, while specifically aspiring for GRESB ranking (_-star), rollout of renewable energy as a source, as well as establishing Net Zero Targets
- Secure three new opportunities (adding up to at least _ million square feet) in Delhi NCR across residential and commercial asset classes - Execution within budgeted timelines and cost	- Broaden the awareness of the Max Estates brand story both within and outside Delhi-NCR, including select international markets, to expand the distribution reach and client base
across portfolio under design and construction - Max Square Two (Noida), Max District (Gurugram), Estate (Noida), Estate (Gurugram), Delhi One (Noida) and Sector (Noida) Global Real Estate Sustainability Benchmark	Driven by our articulated priorities, an unwavering commitment to execution, utmost attention to detail, and an integrated approach from design to asset management, anchored in the WorkWell and LiveWell philosophies, Max Estates aspires to be the top real estate brand in NCR.

Boards Report

Dear Members,

Your directors are pleased to present the _th Boards Report of Max Estates Limited (‘the Company) along with the Audited Financial Statements for the financial year ended March ("FY").

FINANCIAL PERFORMANCE

The Standalone and Consolidated financial performance of the Company for the financial year ended March , is summarised below:

*includes advertisement & sales promotion and facility management services.

Your companys net worth on a standalone basis grew considerably by ,,. lakhs to ,,. lakhs as of March , as against ,,. lakhs as of March . The increase in net worth was mainly due to an increase in profit.

In FY, the Company reported consolidated revenues of ,. lakh and a Profit after tax of ,. lakhs and standalone revenues of ,. lakh and a Profit after tax of ,. lakhs.

In accordance with the Companies Act, ("the Act") and Regulation of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, ("Listing Regulations"), the audited Consolidated Financial Statements are included as part of this Annual Report

and will also be presented at the upcoming Annual General Meeting ("AGM") of the Company. The Standalone and Consolidated Financial Statements have been prepared in compliance with the Indian Accounting Standards (IND AS) as notified under the Companies (Indian Accounting Standards) Rules, , as amended from time to time. OPERATIONS AND BUSINESS

PERFORMANCE /STATE OF COMPANY

AFFAIRS

Kindly refer to the Management Discussion & Analysis which forms part of this report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION

Subsequent to the year end, on April , the Company acquired % of Boulevard Projects Private Limited ("BPPL") pursuant to an NCLT-approved and NCLAT affirmed resolution plan for the ‘Delhi One project in Noida. This acquisition adds approximately _ million sq. ft. of incremental development potential to the portfolio and is expected to enhance medium-term revenue visibility and annuity income potential (estimated aggregate sales potential of about , crore and annuity rentals of about crore), subject to project execution timelines, requisite approvals and market conditions. Consequent to the acquisition, BPPL has become a wholly owned subsidiary and its assets and liabilities will be consolidated with those of the Company from the acquisition date, which may influence the Companys capital deployment and operating cash flows during the project cycle.

Except as stated above, there were no other material changes and commitments affecting the financial position of the Company between March and the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As of March , the following were the details of the Subsidiary/Joint Ventures/Associate Companies of the Company:

Name of Subsidiary Company	Status
Max Towers Private Limited *	Material Subsidiary
Max Square Limited	Material Subsidiary
Acreage Builders Private Limited	Material Subsidiary
Pharmax Corporation Limited *	Material Subsidiary
Max Asset Services Limited	Material Wholly-Owned Subsidiary
Max Estates Private Limited	Wholly-Owned Subsidiary
Max Estates Gurgaon Limited	Wholly-Owned Subsidiary
Max I. Limited	Wholly-Owned Subsidiary
Max Estates Gurgaon Two Limited	Wholly-Owned Subsidiary
Max Estates Noida Private Limited (formerly Astiki Realty Pvt. Ltd.) #	Subsidiary

*Ceased to be wholly owned subsidiary w.e.f. September . #Ceased to be wholly owned subsidiary w.e.f. March .

There were no associates or joint ventures of the Company during FY.

Form AOC-_, containing the salient features of the financial statements of the Companys subsidiaries, is enclosed with this Report as ‘Annexure - _. Further, the contribution of subsidiaries to the overall performance of your Company is outlined in Note No. of the Consolidated Financial Statements.

As per Section of the Act, the financial statements of the subsidiaries are available on the Companys website at www.maxestates.in and are also available for inspection during business hours at the registered office of the Company.

Further, in terms of the provisions of Listing Regulations, your Company has a policy for determining ‘Material Subsidiary, and the said policy is available on the Companys website at www.maxestates.in.

DIVIDEND

Your Directors have not recommended any dividend for the financial year .

Your Company has in place a Dividend Distribution Policy in accordance with Regulation A of the Listing Regulations. This policy is available on the companys website: https://maxestates.in/wp-content/ uploads///MEL-Dividend-Distribution-Policy-_. pdf

TRANSFER TO RESERVES

The Company has not transferred any amount to reserve during FY.

SHARE CAPITAL

Update on Authorised Share Capital

As of March , the authorized share capital of the Company was ,,, (Indian Rupees Two Hundred and Twenty-Eight crore Only), divided into ,,, (Twenty-Two crore and Eighty lakhs) equity shares of (Indian Rupees Ten Only) each.

Update on paid-up Share Capital

As of March , the paid-up share capital of the Company stood at ,,, (Indian Rupees One Hundred Sixty One crores Eight Hundred Forty Only), comprising ,,, (Sixteen crores Ten lakhs Eighty Four) equity shares of (Indian Rupees Ten Only) each.

Qualified Institutions Placement

During the year under review, the Company successfully completed a Qualified Institutions Placement ("QIP") on September _, . Pursuant to the QIP, _,,, equity shares of face value each were allotted to Qualified Institutional Buyers at an issue price of . per share (including a premium of . per share), representing a discount of . (approximately _%) to the floor price of . per share, in compliance with Regulation of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, ("SEBI ICDR"). The QIP raised an aggregate of crore, with application monies received in the ‘Max Estates Limited – QIP Escrow Account. In accordance with Regulation A of the SEBI ICDR and Regulation of the Listing Regulations, the Company appointed CARE Ratings Limited as the Monitoring Agency for utilisation of the proceeds.

Convertible Warrants

Further, the Company, on October , allotted ,, convertible warrants ("Warrants") at an issue price of per Warrant, aggregating to approximately crore, in compliance with Regulation of the SEBI ICDR, the Act, and other applicable laws. Each Warrant entitles the holder to apply for and be allotted one fully paid-up equity share of each at a premium of , at any time within months from the date of allotment. In accordance with Regulation of the SEBI ICDR, the Company appointed CARE Ratings Limited as the Monitoring Agency to oversee utilisation of the . crore upfront amount (representing % of the Warrant issue price) received in the designated account.

Pursuant to Regulation (_) of the Listing Regulations, the Board confirms that no deviation or variation has occurred in the utilisation of proceeds from (i) the Qualified Institutions Placement and (ii) the issue of Convertible Warrants, vis-?-vis the objects stated in the placement document and the shareholders approvals. The Audit Committee and the Board reviewed the Monitoring Agency report(s) presented during FY and noted utilisation strictly in line with the stated objects; accordingly, no explanation for variation falls due.

Further, during the year under review, the Company allotted _,, equity shares to eligible option holders upon exercise of options granted under the ‘Max Estates Employee Stock Option Plan .

EMPLOYEES STOCK OPTION PLAN

The Company has Employee Stock Option plan, viz "Max Estates Employee Stock Option Plan " (‘the ESOP Plan). The primary objective of the ESOP plan is to reward employees for their association, performance and contribution to the goals of the Company and to attract, retain and motivate key talent by rewarding good performance and motivating them to contribute to the overall corporate growth and profitability of the Company.

The Nomination and Remuneration Committee (‘NRC) administers and monitors the ESOP plan.

The ESOP plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations (SBEB Regulations ). A certificate from the Secretarial Auditor with respect to implementation of Companys ESOP plan, will be available for inspection by the members, at the ensuing AGM. Details of ESOPs granted and vested are available in notes to the Standalone financial statements.

The ESOP plan and the disclosures required under the SBEB Regulations, with respect to the ESOP Schemes, as on March are available on the Companys website at https://maxestates.in/wp-content/ uploads///ESOP-Scheme-MEL.pdf and https:// maxestates.in/wp-content/uploads///Disclosure-under-SEBI-Share-Based-Employee-Benefits-and-Sweat-Equity-Regulations-.pdf respectively

DIRECTORS AND KEY MANAGERIAL PERSONAL(S)

As of the date of this report, your companys Board comprised of _ (Nine) Directors, including _ (one) Executive Director, and _ (Eight) Non-Executive Directors, out of which _ (Five) are Independent Directors and _ (one) Alternate Director.

During FY, the following changes in the Board composition and Key Managerial Personnel took place: (i) Ms. Avani Vishal Davda (DIN: ), resigned from her positions as Director of the Company effective from the closure of business hours of May

_, , due to her full-time business leadership role elsewhere. She also confirmed that there are no material reasons other than what is stated for her resignation as an independent director of the Company. The Board placed on record its appreciation for her valuable contributions during her association as Director with the Company.

(ii) Ms. Malini Thadani (DIN: ) was appointed as an Additional Director in the capacity of a Non-Executive Independent Director for a term of _ years, effective from May , and shareholders of the company approved her appointment on July . The Board of Directors evaluated and opined that her integrity, expertise, and experience (including proficiency) are satisfactory.

(iii) Ms. Jillian Leigh Moo-Young (DIN:) was reappointed an Alternate Director of the Company for Mr. Anthony Ramsey Malloy (DIN: ), Non-Executive Director of the Company w.e.f. February ,. Ms. Jillian Leigh Moo-Young had vacated her office as Alternate Director in view of Mr. Anthony Ramsey Malloy having visited India to attend the Board meeting held on February .

(iv) Ms. Ira Gupta (DIN: ) was appointed as an Additional Director in the capacity of a Non-Executive Independent Director for a term of _ years, effective from March , subject to the approval of shareholders of the Company. The Board of Directors evaluated and opined that her integrity, expertise, and experience (including proficiency) are satisfactory.

In terms of Section of the Act and the Articles of Association of the Company, Mr. Atul B. Lall shall retire by rotation at the ensuing Annual General Meeting (AGM) of the Company. Being eligible, he has offered himself for re-appointment at the ensuing AGM. A brief profile of Mr. Atul B. Lall shall form part of the Notice convening the AGM of the Company.

As of the date of this Report, Mr. Sahil Vachani, Vice-Chairman and Managing Director, Mr. Nitin Kumar, Chief Financial Officer, and Mr. Abhishek Mishra, Company Secretary, are the Key Managerial Personnel of the Company.

BOARD MEETINGS

During FY, (Ten) meetings of the Board of Directors were held. The details of Board Meetings and the attendance of Directors have been provided in the Corporate Governance Report, which is being part of this Annual Report.

DISCLOSURE ABOUT THE RECEIPT OF THE COMMISSION

In terms of Section of the Act and rules made there under, no director has received any commission from the company or its subsidiary company, thus the said provision is not applicable on the Company for the financial year ended March .

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section of the Act, and Regulation of the Listing Regulations, all Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section , read with Schedule IV of the Act and Regulation of the Listing Regulations and have also given declaration for compliance of inclusion of name in the data bank, being maintained with ‘Indian Institute of Corporate Affairs as provided under the Act read with applicable rules made thereunder.

COMMITTEES OF THE BOARD OF DIRECTORS

As of March , the Company has _ (Six) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

_. Audit Committee;

_. Nomination and Remuneration Committee;

_. Stakeholders Relationship Committee;

_. Risk Management Committee;

_. Investment and Finance Committee; and

_. Corporate Social Responsibility and Sustainability Committee;

A detailed note on the composition of the Board and its Committees, governance of committees including its terms of reference, number of committee meetings held during the FY and attendance of the members, is provided in the Report of Corporate Governance forming part of this Integrated Annual Report.

During FY, all the recommendations made by Board committees were accepted by the Board.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section of the Act, and Listing Regulations, the Company has in place Nomination and Remuneration Policy. The Policy sets out the criteria for appointment, qualifications, positive attributes, independence of Directors, and framework for performance evaluation and remuneration of Directors and Key Managerial Personnel. The Policy is available on the Companys website at www.maxestates.in.

PERFORMANCE EVALUATION OF THE BOARD

In accordance with the provisions of the Act and Listing Regulations, the Company conducted a formal annual evaluation of the performance of the Board, its Committees, and individual Directors, including the Chairperson.

The evaluation process was conducted through an online survey mechanism using the Diligent Boards platform, enabling Directors to provide confidential feedback. The results of the evaluation were presented to the Nomination and Remuneration Committee, the meeting of Independent Directors, and the Board.

Based on the feedback received, the Board noted that the performance of the Board as a whole, its Committees, the Chairperson, and individual Directors, including Independent Directors, continues to reflect a high level of commitment to good governance and effective contribution towards the Companys growth.

Human Capital: Enabling Excellence, Growth, and Well-being

At Max Estates, our people are at the heart of growth and value creation. In FY, we stepped up efforts to build a future-ready, performance-driven, and inclusive workplace. Guided by our purpose to ‘Enhance quality of life through the spaces we create, and grounded in the Max Group values of Sevabhav, Credibility, and Excellence, we continued to nurture a workplace that empowers individuals and teams to thrive.

Through a sharper focus on leadership, digital transformation, talent, and employee well-being, we strengthened our peoples practices to grow responsibly, stay agile, while fostering a strong workplace culture.

FY Human Capital Highlights

We invested in our people, our culture and our future by building a resilient, capable and dedicated workforce. The key steps we took include:

- Grew our team to + permanent employees, aligned with business growth and our priorities.

- Redesigned structures and talent deployment to improve clarity, agility and readiness for future challenges.

- Strengthened recruitment and onboarding to attract high-impact talent across leadership and specialist roles.

- Fostered a culture of ownership, learning, and continuous feedback while building leaders at every level.

- Launched key transformation initiatives like Performance Enhancement Plan (PEP) , -Degree Feedback, Automation of People processes, alongside the MEL Next program, to drive performance, leadership, and initiatives centred around thoughtful service.

- Reinforced our diversity, equity, and inclusion agenda, creating a merit-based, people-centric, and inclusive workplace culture.

We further extended the WorkWell philosophy to project sites, focusing on the safety, welfare, and holistic well-being of our employees and partners.

Strategic HR Priorities & Initiatives

Leadership Development

- Through the MEL NEXT Leadership Program (Cohort _), we built future-ready leaders with structured development and hands-on mentorship.

- Pan-MEL Learning Charter delivered targeted growth opportunities for both leadership and functional teams. - The Young Business Leaders Program (YBLP) grew to strengthen our early-career leadership talent.

- Consistently reviewed and realigned our organisation structure and capabilities aligned with our long term business priorities.

Talent Acquisition & Experience

- We improved our recruitment capabilities, minimising time-to-hire and onboarding high-impact talent across Design, Operations, Finance, and Land Acquisition.

- We delivered a digital-led onboarding experience, helping new hires feel welcomed, connected and ready to go from Day _.

Performance & Career Growth

- PEP nurtured a development-led performance culture.

- Our -Degree Feedback process helps leaders grow and provides clear pathways for career progression. - Individual Development Plan (IDP) supported our teams personal growth in line with our business priorities.

HR Digital Transformation

- We rolled out Zoho People to make Human Resources (HR) interactions simpler, clearer and more connected. This helped in improved governance and encouraged data-driven decision-making.

- Automated core Human Resources (HR) processes like attendance, leave, onboarding and announcements improving efficiency and employee experience.

Culture, Diversity & Inclusion

- Deepened our DEI commitment through initiatives promoting multiculturalism, gender equity, and equal opportunity.

- To make our workplaces more inclusive, we rolled out an initiative to foster gender diversity in project execution teams. This reflects our thought, approach to commitment to innovation led by equality.

Employee Well-being

- Our WorkWell initiatives extended to project sites, ensuring the welfare, safety, ergonomics, mental health, and wellness amenities of our people.

- The WorkWell initiative aimed at improving the well-being and peace of mind of our workers, extends to their accommodation, care, amenities, and daily needs.

The Road Ahead

As we move to FY, we will continue to strengthen our focus on leadership, digital HR, employee well-being, and creation of an even more inclusive high-performance culture. We want our employees to feel heard and valued. After all, they are our greatest competitive advantage.

"At Max Estates, we believe thriving people build thriving businesses. Through WorkWell and LiveWell philosophy, we remain committed to nurturing growth, excellence, and well-being for our employees, customers, and communities alike."

Please refer chapter on ‘Human Capital of the Integrated Report for detailed analysis.

The statement of Disclosure of Remuneration under Section of the Act and Rule _ (_) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, (‘Rules), is annexed as

Annexure - _ and forms an integral part of this Report. As per second proviso to Section of the Act and second proviso of Rule _ of the Rules, the Report and Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule _ (_) & (_) of the Rules. The said Statement is also open for inspection. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of your Company or at the email address at secretarial@ maxestates.in.

LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES

The details of loans given, guarantees provided, and investments made by the Company, as required under Section of the Act, are provided in Note No. to the standalone financial statements of the Company, forming part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

In accordance with Regulation of the Listing Regulations, the Management Discussion & Analysis Report, covering the performance of the Company and its subsidiaries, forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR POLICY)

During FY, the provisions of Section of the Act, relating to Corporate Social Responsibility were applicable to the Company.

A brief outline of the Companys Corporate Social Responsibility (CSR) Policy and the CSR initiatives undertaken during FY, including the CSR expenditure of lakhs made during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, , are provided in Annexure - _ to this Report.

The CSR Policy is available on the Companys website at www.maxestates.in.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has requisite policy for the Prevention of Sexual Harassment, which is available on the Companys website at www.maxestates.in. This comprehensive policy ensures gender equality and the right to work with dignity for all employees (permanent, contractual, temporary, and trainees). Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, . No cases were reported to the Committee during FY.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with all mandatory requirements of Corporate Governance, as specified under Part C of Schedule V of the Listing Regulations. A separate report on Corporate Governance forms part of this Annual Report.

A certificate from the Vice-Chairman and Managing Director and the Chief Financial Officer, certifying compliance with Part B of Schedule II of the Listing Regulations, forms part of the Corporate Governance Report as Annexure II . Further, a certificate from M/s Sanjay Grover & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of the Listing Regulations, is annexed to the Corporate Governance Report as Annexure III.

Copies of various policies adopted by the Company are available on the website of the Company under the section ‘Corporate Governance at www.maxestates.in/ investors.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to Sections of the Act, S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. E/E), were appointed as the Statutory Auditors of the Company for a period of four years at the AGM held on December . They hold office from the conclusion of the _th Annual General Meeting held in the year until the conclusion of the th Annual General Meeting of the Company to be held in year .

There are no audit qualifications, reservations, disclaimers, adverse remarks, or reports of fraud in the Statutory Auditors Report given by S. R. Batliboi & Co. LLP for FY, which is annexed to this Annual Report.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to Section of the Act, the Company appointed M/s. Sanjay Grover & Associates, Practicing Company Secretaries (Firm Registration No.: PDE), New Delhi, as its Secretarial Auditors to conduct the secretarial audit of the Company for FY. The Report of the Secretarial Auditor for FY is annexed to this report as ‘Annexure _.

There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report.

Furthermore, Max Square Limited, Pharmax Corporation Limited, Max Asset Services Limited, Max Towers Private Limited, and Acreage Builders Private Limited, the material subsidiaries of the Company, underwent a Secretarial Audit for the year ended March .

The Secretarial Audit Reports issued by the Secretarial Auditors of the material subsidiary companies are enclosed as ‘Annexure-_A - _E. There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Reports of the material subsidiary companies.

INTERNAL AUDITORS

The Company follows a robust Internal Audit process, with audits conducted regularly throughout the year according to the approved audit plan. For FY, M/s Deloitte Haskins & Sells was appointed as the Internal Auditors to conduct the Internal Audit.

COST RECORDS

The Company has maintained cost records in accordance with the rules prescribed by the Central Government under Section of the Act.

REPORTING OF FRAUDS BY AUDITORS

During FY, the Statutory Auditors and Secretarial Auditors of the Company did not report any instances of fraud committed against the Company by its officers or employees to the Audit Committee under Section of the Act.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place. During FY, these controls were tested, and no reportable material weaknesses in design or operation were observed. The Management reviewed and tested the key risk-based controls to ensure operational effectiveness and compliance during the year.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the Companys business. Furthermore, the Statutory Auditors independently tested the adequacy of internal financial controls over financial reporting, as mandated under the provisions of the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation (_)(f) of the Listing Regulations, a Business Responsibility and Sustainability Report of the Company and its material subsidiary(ies), describing the initiatives undertaken on environmental, social and governance matters, is enclosed as part of this Report as ‘Annexure – _.

RISK MANAGEMENT

The Company considers risk management an integral part of its business operations and follows a proactive approach to identify, assess and mitigate risks. Your company has in place the Risk Management Committee to identify the risks impacting the business and formulate strategies and policies for risk mitigation. Further, a central cross-functional team maintains the ‘Risk Register, which is a framework used to identify and assess key risks, risk probability, risk impact, risk horizon and formulate mitigation strategies in consultation with process owners.

In the ‘Risk Register, the value chain has been split into seven risk categories: Business, Regulatory, Capital, Macroeconomic, People, Technology and Brand. Each risk is classified into one of these categories. The Risk Register is updated quarterly by the respective process owners, and risk movements are tracked and recorded to strengthen the culture of risk awareness across the organisation.

There are no risks that, in the opinion of the Board, threaten the existence of the Company.

Please refer paragraph on Risk Management of the Integrated Report for detailed analysis.

VIGIL MECHANISM

The Company has in place the vigil mechanism The Policy ensures that strict confidentiality is maintained while dealing with concerns raised and that no discrimination is made against any person for a genuinely raised concern about any unethical or improper practices, fraud, or violation of the Companys Code of Conduct.

The Policy, which covers all Directors, stakeholders and employees of the Company, is available on the Companys website at www.maxestates.in.

A brief note on the Vigil Mechanism/Whistleblower Policy is also provided in the Corporate Governance Report, which forms part of this Annual Report.

RELATED PARTIES TRANSACTIONS

All transactions entered into by the Company during FY with related parties were in the ordinary course of business and on an arms length basis, and did not attract the provisions of Section of the Act. Accordingly, the disclosure of related party transactions, as required under Section (h) of the Act, in Form AOC-_, is not applicable for FY and hence does not form part of this Report.

However, during FY, the Company entered into related party transactions that qualified as material under Regulation of the Listing Regulations, and necessary approvals were taken from the shareholders where applicable.

The details of all the related party transactions form part of Note No. to the standalone financial statements attached to this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board, is available on the Companys website at www.maxestates.in.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section (m) of the Act read with Companies (Accounts) Rules, is as follows:

a) Conservation of Energy (i) The steps are taken or impact on the conservation of energy: The Company took the following steps for the conservation of energy: - Double glazing unit glasses fixed in the fa?ade at all assets to reduce air conditioning load; - Implemented IoT (Internet of Things) based chiller operations with advanced logic controls to optimize energy usage and achieve savings; - Use of Heat Recovery mechanism to retract the temperature from exhaust air; and - Use of advanced logic controls in Building Management Systems to save energy.

(ii) the steps taken by the Company for using alternate sources of energy: Installation of rooftop solar to increase renewable energy generation and consumption

(iii) C ap i t al inve s tm e nt o n e n e rg y conservation equipment: Not Applicable

b) Technology Absorption

(i) Efforts made towards technology absorption: The Company had taken initiatives towards digital journey implementing Factech, SAP Ariba (Bid Management), MSP (Project Scheduling) and ACC (Autodesk Construction Cloud).

The Company has in place the following digital technologies:

- SAP - for entire enterprise resource planning: SAP is adopted as a core Integrated ERP system for Procurement, Financial Data Processing, Planning, Sales, Leasing, Budgeting, etc.

- Salesforce - to manage leads and entire sales/ leasing process: being used to manage leads, opportunities, and the entire end-to-end sales and leasing process.

- Ozontel - to manage Leasing, pre-sales and funnelling leads, and manage business interactions with customers.

- Reloy – Customer experience application. - Teamlease: to track legal and operational compliance.

- ZOHO HRMS: to manage HR operations - SharePoint Document Management System: to organize and manage documents.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution; The Benefits derived from technology absorption are as follows: At a broader level, opting cloud model for whole Digital transformation and moving IT operations on standard platforms considering the overall organizational growth and volume with virtually zero business application system outage has derived the following benefits from technology absorption: - Process efficiency, cost optimisation, and use of international best practices.

- Centralised data processing for core functions such as finance, sales & leasing, procurement. - Data security, cross functional integrated controls, and Improved compliance management.

- Systems Integration and automation enablement for faster data processing without manual intervention.

- Near real time facilitation of Reports, Dashboards & MIS.

- I m p r o v e d c u s t o m e r a n d supplier management.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable

(iv) The expenditure incurred on Research and Development; Not Applicable c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during FY are given below: Total Foreign Exchange earned : Nil Total Foreign Exchange used : crores

ANNUAL RETURN

Pursuant to Section (_) of the Act, and Rule of the Companies (Management and Administration) Rules, , the annual return of the Company for FY- is available on the Companys website at www.maxestates. in. Further, the annual return for FY will be uploaded on the Companys website upon completion of filing with the Registrar of Companies.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section (c) of the Act, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING

UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

During the FY-, an insolvency petition was filed by one Sanjiv Bhayana("Applicant") before NCLT, Chandigarh, alleging that Max Estates Ltd.("Company") owed . lakhs to him on account of brokerage fee payable by Company for purchase of certain property. The Company has already responded to said Insolvency petition by filing an appropriate reply based on facts and merits of the matter, and the claim of Applicant has been denied on account of lack of any contractual obligation to pay any brokerage on part of Company and further false averments relied upon by the Applicant have also been refuted by the Company in course of its reply. The matter is presently pending before the Honble Tribunal, with the previous date of hearing being May .

During FY, no application was made by or against the company, and except as mentioned above, no proceeding is pending under the Insolvency and Bankruptcy Code, .

SIGNIFICANT AND/OR MATERIAL ORDERS PASSED BY REGULATORS OR THE COURTS

During FY, no significant or material orders were passed by regulators, courts, or tribunals, which may impact its going concern status and future operations of the Company.

UNCLAIMED SHARES

During FY-, the Company, on August , allotted the equal number of shares appearing under "Max Ventures and Industries Limited– Unclaimed Suspense Account" and the shares previously held by shareholders in physical form in MVIL as of the Record Date (August ), to the Companys "Unclaimed Securities-Suspense Escrow Account" with the nomenclature of "Max Estates Limited - Unclaimed Securities - Suspense Escrow Account."

The Corporate Governance Report, which forms part of this Annual Report, provides details of the companys equity shares held in the Unclaimed Suspense Account.

Other Disclosures i. Pursuant to the provisions of Section of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

ii. During FY, the Company has not accepted or renewed any deposits from the public.

ii. There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

CAUTIONARY STATEMENT

Statements in this Report, particularly those related 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. Actual results might differ materially from those either expressed or implied in the statement, depending on the circumstances.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation for the continued co-operation and contribution made by its management and employees towards the growth of the Company. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, local authorities, Financial Institutions and Banks, valued Customers, Suppliers, Vendors, Shareholders and all other business associates.

		On behalf of the Board of Directors
		Max Estates Limited
	Sahil Vachani	Dinesh Kumar Mittal
May	Vice Chairman and Managing Director	Independent Director
Noida	DIN:	DIN: