Max Estates Ltd Directors Report

Dear Members,

Your directors are pleased to present the 9^th Boards Report of Max Estates Limited (‘the Company) along with the Audited Financial Statements for the financial year ended March 31, 2025 (“FY2025").

FINANCIAL PERFORMANCE

The Standalone and Consolidated financial performance of the Company for the financial year ended March 31, 2025, is summarised below:

Pin lakhs)

	Standalone		Consolidated
Particulars	FY2025	FY2024	FY2025	FY2024
Income
Revenue from Operations	4,109.86	2,937.36	16,048.76	9,294.37
Other Income	36,595.28	4,699.76	8,918.50	2,732.64
Total Income	40,705.14	7,637.12	24,967.26	12,027.01
Expenses
Cost of land, plots development rights, constructed properties and others	-	-	267.75	-
Change in inventories of constructed properties	186.75	-	186.75	-
Employee benefits expenses	2,212.00	1,644.21	1,763.18	1,227.96
Finance costs	884.60	1,411.07	6,186.76	4,298.60
Depreciation and amortization expense	695.92	525.96	3,409.66	2,540.23
Other expenses	2,824.79	2,291.63	9,391.24*	6,289.18*
Total Expenses	6,804.06	5,872.87	21,205.34	14,355.97
Profit/(Loss) before exception items and tax	33,901.08	1,764.25	3,761.92	(2,328.96)
Exceptional items	-	-	-	(4,445.06)
Profit/(Loss) before tax	33,901.08	1,764.25	3,761.92	(6,774.02)
Tax expense/(credit)	5,810.94	(567.78)	1,118.91	(1,261.58)
Profit/(Loss) after Tax	28,090.14	2,332.03	2,643.01	(5,512.44)
Other comprehensive income/(loss)	4.08	(9.65)	2.88	(11.83)
Total other comprehensive income for the year	28,094.22	2,322.38	2,645.89	(5,524.27)
Attributable to:
Shareholders of the Company			4,083.88	(4,228.13)
Non-controlling interest			(1,437.99)	(1,296.14)

*includes advertisement & sales promotion and facility management services.

Your companys net worth on a standalone basis grew considerably by ^1,10,180.20 lakhs to ^2,36,093.73 lakhs as of March 31, 2025, as against ^1,25,913.53 lakhs as of March 31, 2024. The increase in net worth was mainly due to an increase in profit.

In FY2025, the Company reported consolidated revenues of ^16,048.76 lakh and a Profit after tax of ^2,643.01 lakhs and standalone revenues of ^4,109.86 lakh and a Profit after tax of ^28,090.14 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 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, 2015, 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 23, 2025, the Company acquired 100% 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 3 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 ^2,000 crore and annuity rentals of about ^120 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 31, 2025 and the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As of March 31, 2025, the following were the details of the Subsidiary/Joint Ventures/Associate 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 I. Limited	Wholly-Owned Subsidiary
9.	Max Estates Gurgaon Two Limited	Wholly-Owned Subsidiary
10.	Max Estates Noida Private Limited (formerly Astiki Realty Pvt. Ltd.)	i # Subsidiary

*Ceased to be wholly owned subsidiary w.e.f. September 24, 2024. #Ceased to be wholly owned subsidiary w.e.f. March 20, 2025.

There were no associates or joint ventures of the Company during FY2025.

Form AOC-1, containing the salient features of the financial statements of the Companys 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.

As per Section 136 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 25.

Your Company has in place a Dividend Distribution Policy in accordance with Regulation 43A of the Listing Regulations. This policy is available on the companys website: https://maxestates.in/wp-content/ uploads/2023/09/MEL-Dividend-Distribution-Policy-1. pdf

TRANSFER TO RESERVES

The Company has not transferred any amount to reserve during FY2025.

SHARE CAPITAL

Update on Authorised Share Capital

As of March 31, 2025, the authorized share capital of the Company was ^228,00,00,000 (Indian Rupees Two Hundred and Twenty-Eight crore Only), divided into 22,80,00,000 (Twenty-Two crore and Eighty lakhs) equity shares of ^10 (Indian Rupees Ten Only) each.

Update on paid-up Share Capital

As of March 31, 2025, the paid-up share capital of the Company stood at ^161,00,00,840 (Indian Rupees One Hundred Sixty One crores Eight Hundred Forty Only), comprising 16,10,00,084 (Sixteen crores Ten lakhs Eighty Four) equity shares of ^10 (Indian Rupees Ten Only) each.

Qualified Institutions Placement

During the year under review, the Company successfully completed a Qualified Institutions Placement (“QIP”) on September 3, 2024. Pursuant to the QIP, 1,33,89,121 equity shares of face value ^10 each were allotted to 31 Qualified Institutional Buyers at an issue price of ^597.50 per share (including a premium of ^587.50 per share), representing a discount of ^31.24 (approximately 4.97%) to the floor price of ^628.74 per share, in compliance with Regulation 176(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR”). The QIP raised an aggregate of ^800 crore, with application monies received in the ‘Max Estates Limited - QIP Escrow Account. In accordance with Regulation 173A of the SEBI ICDR and Regulation 32 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 29, 2024, allotted 22,83,104 convertible warrants (“Warrants”) at an issue price of ^657 per Warrant, aggregating to approximately ^150 crore, in compliance with Regulation 169(2) 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 ^10 each at a premium of ^647, at any time within 18 months from the date of allotment. In accordance with Regulation 169(5) of the SEBI ICDR, the Company appointed CARE Ratings Limited as the Monitoring Agency to oversee utilisation of the ^37.50 crore upfront amount (representing 25% of the Warrant issue price) received in the designated account.

Pursuant to Regulation 32(4) 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-a-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 FY2025 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 4,76,419 equity shares to eligible option holders upon exercise of options granted under the ‘Max Estates Employee Stock Option Plan 2023.

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 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, 2021 with respect to the ESOP Schemes, as on March 31, 2025 are available on the Companys website at https://maxestates.in/wp-content/ uploads/2025/03/ESOP-Scheme-MEL.pdf and https:// maxestates.in/wp-content/uploads/2025/08/Disclosure- under-SEBI-Share- Based-Employee-Benefits-and- Sweat-Equity-Regulations-2021.pdf respectively

DIRECTORS AND KEY MANAGERIAL PERSONAL(S)

As of the date of this report, your companys Board comprised of 9 (Nine) Directors, including 1 (one) Executive Director, and 8 (Eight) Non-Executive Directors, out of which 5 (Five) are Independent Directors and 1 (one) Alternate Director.

During FY2025, the following changes in the Board composition and Key Managerial Personnel took place:

(i) Ms. Avani Vishal Davda (DIN: 07504739), resigned from her positions as Director of the Company effective from the closure of business hours of May 2, 2024, 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: 01516555) was appointed as an Additional Director in the capacity of a NonExecutive Independent Director for a term of 5 years, effective from May 22, 2024, and shareholders of the company approved her appointment on July 19, 2024. The Board of Directors evaluated and opined that her integrity, expertise, and experience (including proficiency) are satisfactory.

(iii) Ms. Jillian Leigh Moo-Young (DIN:10545257) was reappointed an Alternate Director of the Company for Mr. Anthony Ramsey Malloy (DIN: 10545256), Non-Executive Director of the Company w.e.f. February 17 ,2025. 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 17, 2025.

(iv) Ms. Ira Gupta (DIN: 07517101) was appointed as an Additional Director in the capacity of a NonExecutive Independent Director for a term of 5 years, effective from March 27, 2025, 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 152 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, ViceChairman 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 FY2025, 10 (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 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, 2025.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(6) of the Act, and Regulation 25 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 149, read with Schedule IV of the Act and Regulation 16 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 31, 2025, the Company has 6 (Six) Board- level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

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;

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 FY2025 and attendance of the members, is provided in the Report of Corporate Governance forming part of this Integrated Annual Report.

During FY2025, all the recommendations made by Board committees were accepted by the Board.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 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 FY2025, 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.

FY2025 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 200+ 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) 3.0, 360-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 wellbeing of our employees and partners.

Strategic HR Priorities & Initiatives Leadership Development

? Through the MEL NEXT Leadership Program (Cohort 2), 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 1.

Performance & Career Growth

? PEP 3.0 nurtured a development-led performance culture.

? Our 360-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 wellbeing and peace of mind of our workers, extends to their accommodation, care, amenities, and daily needs.

The Road Ahead

As we move to FY2026, 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 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 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 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 & Analysis Report, covering the performance of the Company and its subsidiaries, forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR POLICY)

During FY2025, the provisions of Section 135 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 FY2025, including the CSR expenditure of ^100 lakhs made 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 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, 2013. No cases were reported to the Committee during FY2025.

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 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 AGM held on December 22, 2023. They hold office from the conclusion of the 7^th Annual General Meeting held in the year 2023 until the conclusion of the 11^th Annual General Meeting of the Company to be held in year 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 FY2025, which is annexed to this Annual Report.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, the Company appointed M/s. Sanjay Grover & Associates, Practicing Company Secretaries (Firm Registration No.: P2001DE052900), New Delhi, as its Secretarial Auditors to conduct the secretarial audit of the Company for FY2025. The Report of the Secretarial Auditor for FY2025 is annexed to this report as ‘Annexure 4.

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 31, 2025.

The Secretarial Audit Reports issued by the Secretarial Auditors of the material subsidiary companies are enclosed as ‘Annexure-4A - 4E. 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 FY2025, 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 148(1) of the Act.

REPORTING OF FRAUDS BY AUDITORS

During FY2025, 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 143(12) of the Act.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place. During FY2025, 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.

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.

However, during FY2025, 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 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 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 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 fapade 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;

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:

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 34(2)(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 - 5.

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 FY2025 with related parties were in the ordinary course of business and on an arms 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 FY2025 and hence does not form part of this Report.

? 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) 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).

? 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.

? Improved customer and

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 FY2025 are given below:

Total Foreign Exchange earned : Nil

Total Foreign Exchange used : ^6.23 crores

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 for FY2023-24 is available on the Companys website at www.maxestates. in. Further, the annual return for FY2025 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 134(3)(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, 2016

During the FY2022-23, an insolvency petition was filed by one Sanjiv Bhayana(“Applicant”) before NCLT, Chandigarh, alleging that Max Estates Ltd.(“Company”) owed ^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 is presently pending before the Honble Tribunal, with the previous date of hearing being May 14, 2025.

During FY2025, 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 FY2025, 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 FY2023-24, the Company, on August 18, 2023, 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 11, 2023), 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 118 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 FY2025, 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

ACKNOWLEDGEMENTS

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.

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

		Max Estates Limited
	Sahil Vachani	Dinesh Kumar Mittal
May 22, 2025	Vice Chairman and Managing Director	Independent Director
Noida	DIN:00761695	DIN: 00040000