Max Estates Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 10 th Board s Report of Max Estates Limited ( the Company ) along with the Audited Standalone and Consolidated Financial statements for the financial year ended March 31, 2026.

Financial Performance

The Standalone and Consolidated Financial performance of the Company for the year ended March 31, 2026 is summarised below:

(Rs in Lakhs)

Standalone Consolidated

Particulars	FY26	FY25	FY26	FY25
Income
Revenue from Operations	5,547.06	4,109.86	19,945.28	16,048.76
Other Income	12,679.46	36,595.28	9,734.80	8,918.50
Total Income	18,226.52	40,705.14	29,680.08	24,967.26
Expenses
Cost of land, plots development rights, constructed properties and others	-	-	384.11	267.75
Change in inventories of constructed properties	-	186.75	-	186.75
Employee benefits expenses	3,574.16	2,212.00	3,325.62	1,763.18
Finance costs	591.21	884.60	6,541.44	6,186.76
Depreciation and amortization expense	688.63	695.92	3,241.24	3,409.66
Other expenses	3,733.09	2,824.79	13,862.43*	9,391.24*
Total Expenses	8,587.09	6,804.06	27,354.84	21,205.34
Profit before tax	9,639.43	33,901.08	2,325.24	3,761.92
Tax expense	3,279.73	5,810.94	755.98	1,118.91
Profit after Tax	6,359.70	28,090.14	1,569.26	2,643.01
Other comprehensive income/(loss)	34.26	4.08	34.46	2.88
Total comprehensive income for the year	6,393.96	28,094.22	1,603.72	2,645.89
Attributable to:
Shareholders of the Company		1,285.93	4,083.88
Non-controlling interest		317.79	(1,437.99)

- includes advertisement & sales promotion and facility management services

Your company s net worth on a standalone basis grew considerably by Rs19,251.90 Lakh to Rs2,55,345.63 Lakh as of March 31, 2026, as against ^2,36,093.73 lakh as of March 31, 2025. The increase in net worth was mainly due to an increase in profit and amount received against the conversion of warrants.

In FY26, the Company reported consolidated revenues of Rs19,945.28 Lakh and a Profit after tax of Rs1,569.26 Lakhs and standalone revenues of ^5,547.06 lakh and a Profit after tax of 76,359.70 lakhs.

In accordance with the Companies Act, 2013 ("the Act " ) and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations " ), the audited Consolidated Financial

Statements are included as part of this Integrated 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 ) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

Operations and Business Performance/State of Company Affairs

The state of the Company s affairs, business performance and operational developments during FY26 are covered

in the Management Discussion and Analysis section, which forms part of this Integrated Annual Report.

There was no change in the nature of business of the Company during FY26.

Material changes and commitments affecting the financial position of the

Company occurring between the end of the financial year and the date of the Boards Report.

There was no material changes and commitments affecting the financial position of the Company occurring between the end of the FY26 and the date of the Boards Report. As on March 31, 2026, the following were the subsidiary companies ofthe Company.

Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2026, the following were the subsidiary companies of the Company.

s. No.	Name of Subsidiary Company	Status
1.	Max Towers Private Limited	Material Subsidiary
2.	Max Square Limited	Material Subsidiary
3.	Acreage Builders Private Limited	Material Subsidiary
4.	Pharmax Corporation Limited	Material Subsidiary
5.	Max Asset Services Limited	Material Wholly-Owned
		Subsidiary
6.	Max Estates 128 Private Limited	Wholly-Owned Subsidiary
7.	Max Estates Gurgaon Limited	Wholly-Owned Subsidiary
8.	Max 1. Limited	Wholly-Owned Subsidiary
9.	Max Estates Gurgaon Two Limited	Wholly-Owned Subsidiary
10.	Max Estates Noida Private Limited (formerly Astiki Realty Pvt. Ltd.)	Subsidiary
11.	Max Estates Noida Two Limited*	Wholly-Owned Subsidiary
12.	Boulevard Projects Private Limited*	Wholly-Owned Subsidiary
13.	Max Estates Developers Limited*	Wholly-Owned Subsidiary
14.	Base Buildwell Private Limited*	Wholly-Owned Subsidiary

*Max Estates Noida Two Limited and Max Estates Developers Limited were incorporated as wholly owned subsidiaries of the Company on September 1,2025 and January 30,2026, respectively. The Company acquired Boulevard Projects Private Limited and Base Buildwell Private Limited on April 23, 2025, and December 26, 2025, respectively.

During FY26, the Company completed the acquisition of 100% of Base Buildwell Private Limited ( " BBPL " ), a project SPV holding license and development rights over a land parcel admeasuring approximately 7.25 acres located at Sector 59, Golf Course Extension Road, Gurugram. The acquisition is aligned with the Company s premium residential strategy in Delhi-NCR and adds approximately 1.3 million sq. ft. of development potential to the portfolio, with a projected booking value of more than ^3,000 crore, subject to project execution timelines, requisite approvals and market conditions. The total outlay associated with the transaction is approximately ^534.32 crore, comprising acquisition of 100% share capital of BBPL on a fully diluted basis and project- level payments towards security deposit, purchase of Transferable Development Rights and related approvals. Consequent to completion of the transaction, BBPL has become a wholly owned subsidiary of the Company effective from December 25,2025.

During the year under review, no company ceased to be a subsidiary of the Company. Further, the Company did not have any associate companies or joint ventures during the said year.

Form AOC-1, containing the salient features of the financial statements of the Company s subsidiaries, is enclosed with this Report as Annexure -1 . Further, the contribution of subsidiaries to the overall performance of your Company is outlined in Note No.48 of the Consolidated Financial Statements.

In terms of Section 136 ofthe Act, the Audited Financial Statements of the subsidiaries are available on the Company s website at and are also available for inspection during business hours at the registered office ofthe Company.

In terms ofthe Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries. The said policy is available on the Company s website at .

Dividend

The Company has not recommended any dividend for the FY26.

The Company has in place a Dividend Distribution Policy in accordance with Regulation 43Aof the Listing Regulations. The policy is available on the Company s website at www.m axestates.in.

Transfer to Reserves

The Company has not transferred any amount to reserves during FY26.

Share Capital

Update on Authorised Share Capital

As at March 31, 2026, the authorised share capital of the Company was T2,28,00,00,000 (Indian Rupees Two Hundred and Twenty-Eight Crore only), divided into 22,80,00,000 (Twenty Two Crore Eighty Lakh) equity shares of TTO (Indian Rupees Ten Only) each.

Update on paid-up Share Capital

As on March 31, 2026, the paid-up share capital of the Company stood at ^1,63,44,54,830 (Rupees One Hundred Sixty-Three Crore Forty-Four Lakh Fifty-Four Thousand Eight Hundred and Thirty only), comprising 16,34,45,483 (Sixteen Crore Thirty Four Lakh Forty Five Thousand Four Hundred Eighty Three) equity shares of ^10 (Indian Rupees Ten Only) each.

The increase in the paid-up share capital during FY26 due to the allotment of 1,62,295 (One Lakh Sixty-Two Thousand Two Hundred and Ninety-Five) equity shares pursuant to the exercise of options under the ESOP Plan and the allotments made pursuant to the conversion of the Convertible Warrants, the details of which are set out below.

Convertible Warrants

The Convertible Warrants referred to above were allotted by the Company during FY25 on a preferential basis. In aggregate, the Company allotted 22,83,104 (Twenty- Two Lakh Eighty-Three Thousand One Hundred and Four) Convertible Warrants at an issue price of ^657 per warrant, aggregating to ^15,000 lakhs, to Max Ventures Investment Holdings Private Limited under the Promoter Category and Mr. Sunil Vachani under the Public Category. At the time of allotment, the Company received 25% of the issue price, amounting to ^3,750 lakhs, as upfront consideration.

During FY26, upon receipt of the remaining 75% consideration aggregating to ^11,250 lakhs, 11,41,552 Convertible Warrants held by Mr. Sunil Vachani were converted on October 10, 2025, and an equivalent number of equity shares were allotted to him. Thereafter, on January 6,2026, the remaining 11,41,552 Convertible Warrants held by Max Ventures Investment Holdings

Private Limited were converted, and an equivalent number of equity shares were allotted to it.

Consequently, all 22,83,104 Convertible Warrants were converted into an equivalent number of equity shares during FY26. As at March 31, 2026, no Convertible Warrants, GDRs, ADRs or other convertible instruments remained outstanding.

Employees Stock Option Plan

The Company has Employee Stock Option plan, viz "Max Estates Employee Stock Option Plan 2023" ( 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 2021 ( SBEB Regulations 2021 ). A certificate from the Secretarial Auditor with respect to implementation of Company s ESOP plan, will be available for inspection by the members, at the ensuing ACM. 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, 2021 with respect to the ESOP Schemes, as on March 31, 2026 are available on the Company s website at annual-aeneral-meetina-2026.pdf respectively.

Directors and Key Managerial Personnel

As on the date of this Report, the Board comprises 10 Directors, including one Executive Director and nine Non-Executive Directors, of whom five are Independent Directors and one is an Alternate Director.

The following changes in the composition of the Board took place during FY26 and up to the date of this Report:

(i) Ms. Ira Gupta (DIN: 07517101) was appointed as an Additional Director in the capacity of Non-Executive Independent Director for a term of five years effective from March 27, 2025. Her appointment was approved by the members on May 26, 2025.

(ii) Ms. Jillian Leigh Moo-Young (DIN: 10545257) had been serving as an Alternate Director to Mr. Anthony R. Malloy (DIN: 10545256), Non-Executive Director. In accordance with Section 161 of the Act, she

vacated the office of Alternate Director when Mr. Malloy visited India to attend the meeting of the Board held on February 6,2026. She was thereafter re-appointed as his Alternate Director effective from February 6,2026.

(iii) Mr. Anthony R. Malloy, representative of New York Life Insurance Holdings Limited, resigned from the position of Non-Executive Director of the Company effective from the close of business hours on May 22, 2026, consequent to his retirement from New York Life Insurance Company. The Board placed on record its appreciation for the valuable contribution made by him during his tenure as a Director of the Company.

Upon the cessation of Mr. Malloy as a Director, Ms. Jillian s office as his Alternate Director also came to an end. Pursuant to the nomination of New York Life International Holdings Ltd, Ms. Jillian was appointed as an Additional Director in the capacity of Non-Executive Director of the Company effective from May 22, 2026. The Board has recommended her appointment as a Non-Executive Director for the approval of the members through the applicable shareholder approval process. Following the appointment of Ms. Jillian as a Non- Executive Director, Mr. Benjamin Scott Greene (DIN: 10394121) was appointed as her Alternate Director effective from May 22, 2026, pursuant to the nomination of New York Life International Holdings Ltd.

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Analjit Singh shall retire by rotation as director at the ensuing AGM. Being eligible, he has offered himself for re-appointment. A brief profile and other requisite details of Mr. Singh shall form part of the Notice convening the ensuing AGM.

There were no changes in the Key Managerial Personnel of the Company during the year under review. As on 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 FY26, 5 (Five) meetings of the Board were held. Details of the Board meetings a nd attenda nee of Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Disclosure about the Receipt of the Commission

In terms of Section 197(14) 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 31, 2026.

Statement of Declaration by Independent Directors

In accordance with Section 149(6) read with Schedule IV of the Act and Regulations 16 and 25 of the Listing Regulations, all Independent Directors have submitted declarations confirming that they meet the criteria of independence. The Independent Directors have also confirmed compliance with the requirements relating to inclusion of their names in the databank maintained by the Indian Institute of Corporate Affairs, as applicable. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency required for discharge of their duties.

Committees of the Board of Directors

As on March 31, 2026, the Company had the following Board-level Committees, constituted in line with the Act, Listing Regulations and business requirements:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Risk Management Committee;

5. Investment and Finance Committee; and

6. Corporate Social Responsibility and Sustainability Committee;

Detailed disclosures on the composition of the Board and its Committees, terms of reference, number of meetings held during FY26 and attendance of members are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

During FY26, all recommendations made by the Committees of the Board, wherever approval of the Board was required, were accepted by the Board.

Nomination and Remuneration Policy

In accordance with Section 178oftheActand the Listing Regulations, the Company has in place a Nomination and Remuneration Policy. The Policy sets out the criteria for appointment, qualifications, positive attributes, independence of Directors, and the framework for performance evaluation and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy is available on the Company s website at .

Performance Evaluation of the Board

In accordance with the Act and the 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 Company s growth.

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

At Max Estates, our people are at the heart of growth and value creation. In FY26, 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 people s practices to grow responsibly, stay agile, while fostering a strong workplace culture.

FY26 Human Capital Highlights

In FY26, we continued strengthening our Human Capital foundation by building a resilient, high-performing, and future-ready workforce aligned to business growth and organizational priorities:

Key Highlights*

Organization & Talent

Expanded the workforce to 309 permanent employees aligned with business growth priorities.

Redesigned organization structures and talent deployment to improve agility, accountability, and future readiness.

Successfully onboarded 129 employees across 20 functions, strengthening organizational capability across key verticals.

Compensation & Performance

Strengthened the compensation philosophy through a comprehensive benchmarking exercise in partnership with Aon to enhance market competitiveness and pay positioning.

Introduced project-linked incentive frameworks for Project and Design teams to drive accountability and performance orientation.

Revised compensation structures in line with Labour Code requirements, strengthening statutory compliance and organizational readiness.

Leadership & Learning

Continued strengthening leadership capability through the MEL Next, Max Leaders of Tomorrow, Young Business Leaders Program and GET Programmes

Delivered 22 unique learning programs across 44 learning sessions, spanning key capability areas including technical and functional skills, leadership development, behavioral competencies, compliance, and health & safety.

Achieved 95% employee coverage under ESG- related training initiatives, further strengthening ESG awareness and organizational capability.

HR Digital Transformation

Automated key HR processes including Performance Enhancement Process (PEP) and recruitment workflows, improving efficiency and employee experience.

Continued progress on LMS and payroll automation initiatives.

Culture, Diversity & Inclusion

Strengthened the DEI agenda through initiatives focused on multiculturalism, gender diversity, and equal opportunity.

Increased focus on gender diversity across project execution teams to build a more inclusive workplace culture.

Employee Well-being

Extended the WorkWell philosophy across project sites with focus on safety, welfare, ergonomics, mental well-being, and employee amenities.

Continued initiatives to improve accommodation, care, and overall workplace experience for employees and workforce partners.

The Road Ahead

As we move into FY27, our focus will remain on strengthening leadership capability, advancing digital HR transformation, enhancing employee well-being, and fostering a more inclusive high-performance culture.

Key priorities for the year a head will include building new organizational capabilities aligned to business growth, revising and strengthening SOPs and HR policies, further enhancing internal controls and governance frameworks, and accelerating payroll and Learning & Development automation initiatives.

We will also focus on driving stronger adoption of people policies, SOPs, and digital tools across the

*Note: The facts and figures presented herein are on a consolidated basis.

organization, while strengthening the MEL Employee Value Proposition to further enhance the branding and perception of the Human Capital function.

" At Max Estates, we believe thriving people build thriving businesses. Through Work Welland Live Well 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 197 of the Act and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ( Rules ), is annexed as Annexure - 2 and forms an integral part of this Report. As per second proviso to Section 136 (1) of the Act and second proviso of Rule 5 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 5 (2) & (3) 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 atsecretarialO) 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 186 of the Act, are provided in Note No. 39 to the Standalone Financial Statements of the Company, forming part of this Annual Report.

Management Discussion & Analysis

In accordance with Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report, covering the performance of the Company and its subsidiaries, forms part of this Integrated Annual Report.

Corporate Social Responsibility Policy (CSR Policy)

During FY26, the provisions of Section 135 of the Act relating to Corporate Social Responsibility ( CSR ) were applicable to the Company.

A brief outline of the CSR Policy, the CSR initiatives undertaken during FY26 and the CSR expenditure of Rs100 lakh incurred during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in Annexure - 3 to this Report.

The CSR Policy is available on the Company s website at .

Policy on Prevention of Sexual Harassment

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has complied with the provisions relating to constitution of the Internal Committee under the said Act. Following is a summary of sexual harassment complaints received, disposed off and pending during the FY26:

No. of complaints received: Nil

No. of complaints disposed off: Nil

No. of complaints pending for more than ninety days: Nil

No. of complaints pending as on end of the year: Nil

Report On Corporate Governance

The Company has complied with the applicable mandatory requirements of Corporate Governance specified under the Listing Regulations. A separate Corporate Governance Report forms part of this Integrated Annual Report.

The compliance certificate from the Vice-Chairman and Managing Director and the Chief Financial Officer under Regulation 17(8) read with Part B of Schedule II of the Listing Regulations forms part of the Corporate Governance Report as Annexure II. Further, the certificate from M/s Sanjay Grover & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance pursuant to Regulation 34(3) read with 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 investors.

Statutory Auditors and Auditors Report

Pursuant to Section 139 of the Act, S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), were appointed as the Statutory Auditors of the Company for a period of four years at the ACM held on December 22, 2023. They hold office from the conclusion of the 7 th AGM held in 2023 until the conclusion of the 11 th AGM of the Company to be held in 2027.

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 FY26, which is annexed to this Annual Report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Act read with Regulation 24A of the Listing Regulations, the members of the Company, at the 9 th Annual General Meeting held on September 18, 2025, approved the appointment of M/s Sanjay Grover & Associates, Practising Company Secretaries (Firm Registration No. P2001DE052900), New Delhi, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from FY26 up to FY30, i.e., from April 1, 2025 to March 31, 2030. Accordingly, M/s Sanjay Grover & Associates conducted the Secretarial Audit of the Company for FY26, and the Secretarial Audit Report for FY26 is annexed to this Report as Annexure 4.

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

Further, the secretarial audit reports of the material subsidiaries identified for secretarial audit purposes, namely Max Square Limited, Pharmax Corporation Limited, Max Asset Services Limited, Max Towers Private Limited and Acreage Builders Private Limited, for the year ended March 31, 2026 are enclosed as Annexure - 4A to Annexure - 4E. There are no qualifications, reservations, disclaimers or adverse remarks in the said reports.

Internal Auditors

The Company follows a structured internal audit process, with audits conducted during the year in accordance with the approved internal audit plan. For FY26, M/s Deloitte Haskins & Sells LLP was appointed as the Internal Auditor of the Company.

Cost Records

Pursuant to Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company was not required to maintain the cost records during the FY26.

Reporting of Frauds by Auditors

During FY26,theAuditorsoftheCompanydid not report any instances of fraud committed against the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

Internal Financial Controls

The Company has internal financial controls in place commensurate with the size and nature of its business. These controls are designed to support the orderly and efficient conduct of business, adherence to the Company s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and

completeness of accounting records, and timely preparation of reliable financial information.

The Company has also established processes for the identification, assessment, monitoring and mitigation of key risks. Statutory and regulatory compliances are monitored through the compliance management tool, which facilitates the tracking of applicable compliances, due dates, completion status and timely escalation.

Pursuant to Regulation 17(8) of the Listing Regulations, the Vice-Chairman and Managing Director and the Chief Financial Officer have provided the requisite certification to the Board, inter alia, in relation to the financial statements and internal controls over financial reporting. The Statutory Auditors in its Audit Report FY26 also opined on the adequacy and operating effectiveness of its internal financial controls with reference to the Financial Statements.

Separately, the Company obtained a report from RKDB & Associates LLP on the testing of the Risk Control Matrix. The engagement involved sample-based testing to evaluate the design adequacy and operating effectiveness of key internal controls established by the management over identified business processes. Based on the testing performed, RKDB & Associates LLP concluded that the internal control framework designed by the management was generally adequate and that the key controls tested were generally operating effectively.

Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiatives undertaken by the Company and its Subsidiary companies on environmental, social and governance matters, forms part of this Integrated Annual Report as Annexure - 5.

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. The Company has in place a Risk Management Committee to oversee key risks impacting the business and guide mitigation strategies. A central cross-functional team maintains the Risk Register, which identifies key risks, probability, impact, risk horizon and mitigation actions in consultation with process owners.

The Risk Register classifies risks across seven categories: Business, Regulatory, Capital, Macroeconomic, People, Technology and Brand. The Risk Register is updated quarterly by respective process owners, and risk movements are tracked 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 for the further details to the Risk Management Section of the Integrated Annual Report.

Vigil Mechanism

The Company has in place a Vigil Mechanism / Whistle Blower Policy. The Policy ensures confidentiality while dealing with concerns raised and provides protection against victimisation for any person raising concerns in good faith regarding unethical or improper practices, fraud or violation of the Company s Code of Conduct.

The Policy, which covers Directors, employees and other stakeholders of the Company, is available on the Company s website at .

AbriefnoteontheVigil Mechanism/Whistleblower Policy is also provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Related Party Transactions

All transactions entered into by the Company during FY26 with related parties were in the ordinary course of business and on an arm s length basis, and did not attract the provisions of Section 188 of the Act. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC-2, is not applicable for FY26 and hence does not form part of this Report.

However, during FY26, the Company entered into related party transactions that qualified as material under Regulation 23 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. 38 to the Standalone Financial Statements attached to this Annual Report.

The Board of Directors, at its meetings held on August 8, 2025 and May 22,2026, reviewed the Policy on Related Party Transactions and approved the revisions thereto.

The Company has in place a revised Policy on Related Party Transactions, which is available on the Company s website at: uploads/2026/06/Policv-on-dealina-with-Related- Partv-Transactions.pdf.

Particulars of Conservation of Energy, Technology Absorption & Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is set out below:

a) Conservation of Energy

(i) Steps taken or impact on conservation of energy:

Double glazing unit glasses fixed inthefagadeat all assets to reduce air conditioning load.

Implemented loT (Internet of Things) based chiller operations with advanced logic controls to optimize energy usage and achieve savings;

Use of advanced logic controls in Building Management Systems to save energy.

High efficiency chillers procured & installed for the projects

High speed lifts with regenerative drives are procured & installed for the projects.

Use of brick tiles and solid finishes to reduce heat load and conserving energy.

Use of LED lights with PIR circuits to reduce energy consumption

(ii) Steps taken by the Company for using alternate sources of energy:

Installation of rooftop solar to increase renewable energy generation and consumption

Green power purchase for renewable energy procurement

(iii) Capital investment on energy 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.

QCorp- Centralized management of quality inspections, audits, compliance tracking, incident reporting, and corrective actions across projects.

Klimb - Performance Management System (PMS) that helps organizations manage employee goal setting, performance reviews, continuous feedback, competency mapping, OKRs/KPIs tracking, and appraisal processes

Slack - Collaboration platform that enables team communication, messaging, file sharing, and seamless integration with enterprise applications for improved productivity and coordination.

(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.

Datasecurity,crossfunctional integrated controls, and Improved compliance management.

Systems Integration and automation enablementfor fasterdata processing without manual intervention.

Near real time facilitation of Reports, Dashboards & MIS.

Improved customer and supplier management.

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

(iv) Expenditure incurred on Research and Development: Not Applicable

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during FY26 are given below:

Total foreign exchange earned : Nil

Total foreign exchange used : ^540.55 Lakh

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the

Companies (Management and Administration) Rules,

2014, the annual return of the Company is available on the Company s website at investorsRsacc=disclosures&sub=annual return as provided

Directors Responsibility Statement

In terms of the provisions of Section 134(5) of the Act, your Directors confirm that for the year ended March 31, 2026:

(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) They 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 profit of the Company for that period;

(c) They have 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) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and

(f) They have 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, 2016

During the FY 23, an insolvency petition was filed by Sanjiv Bhayana( " Applicant " ) before NCLT, Chandigarh, alleging that Max Estates Ltd. ( " Company") owed INR 361.08 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 has been disposed off on July 11,2025.

During FY26, no application was made by or against the company, and except as mentioned above, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

Significant and/or Material Orders Passed by Regulators or the Courts

During FY26, 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.

Unpaid Dividend and Transfer to Investor Education and Protection Fund

The Company has not declared any dividend in respect of which any amount remained unpaid or unclaimed requiring transfer to the Unpaid Dividend Account or to the Investor Education and Protection Fund under Section 124 of the Act during FY26. Accordingly, no equity shares were due for transfer to the Investor Education and Protection Fund during FY26.

Unclaimed Shares

During FY24, the Company, on August 18,2023, allotted an equivalent number of shares to the Company s Unclaimed Securities - Suspense Escrow Account under the nomenclature Max Estates Limited - Unclaimed Securities - Suspense Escrow Account , in respect of shares appearing under Max Ventures and Industries Limited - Unclaimed Suspense Account and shares previously held by shareholders in physical form in MVIL as on the record date, i.e. August 11,2023.

The Corporate Governance Report, which forms part of this Integrated Annual Report, provides details of the Company s equity shares held in the Unclaimed Suspense Account in accordance with Schedule V of the Listing Regulations.

Other Disclosures

i. Pursuant to Section 118 of the Act, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ii. During FY26, the Company did not accept or renew any deposits from the public within the meaning of Chapter V of the Act.

iii. There were no instances during FY26 where the Company was required to obtain valuation for one-time settlement or while taking any loan from banks or financial institutions.

iv. The Company has in place Maternity Benefit Policy in line with the requirements of the Maternity Benefit Act, 1961. During the year under review, your Company has duly complied with the provisions of the said Act.

Cautionary Statement

Statements in this Report, particularly those related to Management Discussion and Analysis describing the Company s objectives, projections, estimates and expectations, may constitute " forward-looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement, depending on the circumstances.

Acknowledgements

Your Directors place on record their sincere appreciation for the continued co-operation and contribution of the management and employees towards the growth of the Company. Your Directors also acknowledge, with gratitude, the support received from the Central and State Governments, local authorities, financial institutions, banks, customers, suppliers, vendors, shareholders and other business associates.

	For and on behalf of the Board of Directors Max Estates Limited
May 22,2026	Sahil Vachani	Dinesh Kumar Mittal
Noida	Vice Chairman and Managing Director	Independent Director
	DIN: 00761695	DIN: 00040000