Your directors are pleased to present the 9^th Board’s 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:

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

Your company's 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.

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 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.

As per Section 136 of the Act, the financial statements
of the subsidiaries are available on the Company's
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
Company’s 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
company's 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
Company's 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
Company's 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 company's 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 Non¬
Executive 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 Non¬
Executive 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, 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 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 Company’s 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 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 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 people’s 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 well¬
being 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 team’s 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 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 Company’s 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 Company’s 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 Company’s
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.

In the opinion of the Board, the existing internal control
framework is adequate and commensurate with the size
and nature of the Company’s 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’.

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 Company’s Code of Conduct.

The Policy, which covers all Directors, stakeholders and
employees of the Company, is available on the Company’s
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 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 FY2025 and hence does not
form part of this Report.

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 Company’s 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;

» 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).

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.

» 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 Company’s website at www.maxestates.
in. Further, the annual return for FY2025 will be uploaded
on the Company’s 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 Hon’ble 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 Company’s “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 company's
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.

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.