n. Provision and contingent liabilities
Provisions
A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value (except where time value of money is material) and are determined based on the best estimate required to settle the obligation at the reporting date when discounting is used, the increase in provision due to passage of time is recognised as finance cost. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases, where there is a liability that cannot be recognized because it cannot be measured reliably. the Company does not recognize a contingent liability but discloses its existence in the financial statements unless the probability of outflow of resources is remote.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
o. Retirement and other employee benefits
Provident fund
The Company contributed to employee’s provident fund benefits through a trust "Max Financial Services Limited Provident Fund Trust" managed by Max Financial Services Limited (erstwhile Max India Limited) whereby amounts determined at a fixed percentage of basic salaries of the employees are deposited to the trust every month. The benefit vests upon commencement of the employment. The interest rate payable by the trust to the beneficiaries every year is notified by the government and the Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate. The Company has obtained actuarial valuation
to determine the shortfall, if any, as at the Balance Sheet date.
Gratuity
Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
Net interest is calculated by applying the discount rate to the net defined benefit (liabilities/assets).
The Company recognized the following changes in the net defined benefit obligation under employee benefit expenses in statement of profit and loss
a) Service cost comprising current service cost, past service cost, gain & loss on curtailments and non-routine settlements.
b) Net interest expenses or income
Leave Compensation/Compensated Absences
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.
The Company treats accumulated leave expected to be carried forward beyond twelve months, as long¬ term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the yearend. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The Company presents the leave as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where Company
has the unconditional legal and contractual right to defer the settlement for a period 12 months, the same is presented as non-current liability.
Short-term obligations
Liabilities for wages and salaries, including non¬ monetary benefits that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are recognized in respect of employee service up to the end of the reporting period and are measured at the amount expected to be paid when the liabilities are settled. the liabilities are presented as current employee benefit obligations in the balance sheet.
Long term incentive plan
The Company has a long-term incentive plan for certain employees. The Company recognises benefit payable to employee as an expenditure, when an employee renders the related service on actual basis.
p. Share-based payments
Employees of the Company receive remuneration in the form of share-based payment transaction, whereby employees render services as a consideration for equity instruments (equity- settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognized, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood
of the conditions being met is assessed as part of the Company's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/ or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognized is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
Cash-settled transactions
The cost of cash-settled transactions is measured initially at fair value at the grant date using a binomial model. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is remeasured to fair value at each reporting date up to, and including the settlement date, with changes in fair value recognized in employee benefits expense.
q. Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
r. Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equities shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year and the weighted average number of shares outstanding during the year adjusted for the effects of all potential equity shares.
s. Foreign currencies
Items included in the standalone financial statements are measured using the currency of the primary economic environment in which the company operates (‘the functional currency’). The Company’s standalone financial statements are presented in Indian rupee (‘^’) which is also the Company’s functional and presentation currency.
Foreign currency transactions are recorded on initial recognition in the functional currency, using the exchange rate prevailing at the date of transaction. However, for practical reasons, the Company uses an average rate if the average approximates the actual rate at the date of the transaction.
Measurement of foreign currency items at the balance sheet date
Foreign currency monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
Exchange differences arising on settlement or translation of monetary items are recognized as income or expense in the period in which they arise with the exception of exchange differences on gain or loss arising on translation of non-monetary items
measured at fair value which is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss, respectively).
t. Fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
a) In the principal market for the asset or liability, or
b) In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient date are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the restated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
a) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
b) Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
c) Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognized in the restated financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re¬ assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
The Company’s management determines the policies and procedures for both recurring and non-recurring fair value measurement measured at fair value.
At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company’s accounting policies.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.
- Disclosures for valuation methods, significant estimates and assumptions (note 36)
- Quantitative disclosures of fair value measurement hierarchy (note 36)
- Financial instruments (including those carried at amortised cost) (note 36)
2C Accounting judgements, estimates and assumptions
The preparation of the Company's standalone Ind AS financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Other disclosures relating to the Company’s exposure to risks and uncertainties includes:
- Capital management Note 43
- Financial risk management objectives and policies Note 37
Judgements
In the process of applying the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the standalone Ind AS financial statements.
(a) Determining the lease term of contracts with renewal and termination options - Company as lessee
The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset)
Property lease classification - Company as lessor
The Company has entered into commercial property leases on its investment property portfolio. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the present value of the minimum lease payments not amounting to substantially all of the fair value of the commercial property, that it retains substantially all the risks and rewards incidental to ownership of these properties and accounts for the contracts as operating leases.
Determining the lease term of contracts with renewal and termination options- Company as lessor
As a lessor, the Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised, the Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not the lessee shall exercise the option to renew or terminate the lease.
That is. it considers all relevant factors that create an economic incentive for the lessee to exercise either the renewal or termination.
The Company has neither included the renewal period nor the period covered by an option to terminate the lease as part of the lease term for buildings given to leases to tenants considering the following:
- Option of renewal of lease term is solely at the option of lessee and the Company is not reasonably certain that the lessee may exercise the option of renewal, as this is outside the control of the Company.
- Considering the current market dynamics of rental market, the Company has estimated that lease term for the leases will be non¬ cancellable period.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
(a) Defined benefit plans
The cost of defined benefit plans (i.e. Gratuity benefit) is determined using actuarial valuations. An actuarial valuation involves making various assumptions which may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. In determining the appropriate discount rate, management considers the interest rates of long-term government bonds with extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables for the specific countries. Future salary increases and pension increases are based on expected future inflation rates. Further details about the assumptions used, including a sensitivity analysis, are given in Note 32(i).
(b) Fair value measurement of financial instruments
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree ofjudgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. The Company use Net asset value for valuation of investment in mutual fund. Refer note 36 related to fair valuation disclosures.
(c) Impairment of Financial assets
The impairment provisions of financial assets are based on assumptions about risk of default and expected loss rates. the Company uses
judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
(d) Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An assets recoverable amount is the higher of an asset's CGU'S fair value less cost of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Company's assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre¬ tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, or other fair value indicators.
(e) Share based payments
The Company initially measures the cost of cash settled transactions with employees using a binomial model to determine the fair value of the liability incurred. Estimating fair value for share based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For cash settled share-based payment transactions, the liability needs to be
remeasured at the end of each reporting period up to the date of settlement, with any changes in fair value recognized in the profit or loss. This requires a reassessment of the estimates used at the end of each reporting period. The assumptions and models used for estimating fair value for share based payment transactions are disclosed in note 35.
2.4 A. New and Amended Standards
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after April 01, 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
a. Ind AS 117 Insurance Contracts
The Ministry of Corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated August 12, 2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after April 01, 2024.
Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based on a general model, supplemented by:
- A specific adaptation for contracts with direct participation features (the variable fee approach)
- A simplified approach (the premium allocation
approach) mainly for short-duration contracts
The application of Ind AS 117 does not have material impact on the Company’s financial statements as the Company has not entered any contracts in the nature of insurance contracts covered under Ind AS 117.
b. Amendments to Ind AS 116 Leases - Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.
The amendment is effective for annual reporting periods beginning on or after April 01, 2024 and must be applied retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116.
The amendments do not have a material impact on the Company’s financial statements.
B. Standard Notified but not yet effective
There are no standards that are notified and not yet effective as on the date.
Note:
a. During the current financial year, the Company obtained approval from the Hon’ble National Company Law Appellate Tribunal (NCLAT) on October 25, 2024 under the approved resolution plan, for the acquisition of Boulevard Projects Private Limited (BPPL) and development of BPPL’s mixed-use plot located in NOIDA. The acquisition was completed subsequent to the year-end, on April 23, 2025, consequently BPPL became a wholly owned subsidiary of the Company. As at March 31, 2025, the Company has capital commitments of ^1,33,486 lakhs, including ^60,290.40 lakhs payable through allotment of flats to allottees. The balance ^73,196.09 lakhs is to be settled in cash towards banks, authorities, and other creditors.
Guarantee given by the Company on behalf of its subsidiaries are as follows:
a) Max Square Limited - loan of ^21,998.13 lakhs (March 31, 2024: ^25,925.66) (Sanctioned Limit as at March 31, 2025 - ^4-0,000.00 lakhs from Axis Bank).
b) Max 128 Limited loan of ^45,000.00 lakhs (March 31, 2024: Nil) (Sanctioned Limit as at March 31, 2025 ^45,000.00 lakhs) from Standard Chartered Bank and Standard Chartered Capital Limited and on Aditya Birla Finance Bank - guarantee Nil (March 31, 2024: 7,397.09 lakhs) (Sanctioned Limit as at March 31, 2025 Nil).
c) Acreage Builders Private Limited 15,000.00 (March 31, 2024: ^Nil ) (Sanctioned limit as at March 31, 2025 ^80,000.00 lakhs) from SBI, ICICI and Axis Bank respectively.
d) Max Towers Private Limited loan ^ Nil guarantee (March 31, 2024: ^23,969.12 lakhs) (Sanctioned limit as at March 31, 2025 Nil) from HDFC Bank Limited and Bajaj Housing Finance Limited.
e) Pharmax Corporation Limited loan Nil guarantee (March 31, 2024: ^6,462.24 lakhs) (Sanctioned limit as at March 31, 2025 Nil) from IDFC First Bank Limited.
32 Investment in subsidiaries
(a) These financial statement are separate financial statements prepared in accordance with Ind AS-27” Separate
Financial Statements”.
Note:
a. The Company has given a bank guarantee of ^5,000.00 lakhs issued by IDFC First Bank Limited (March 31, 2024 - ^5,000.00 lakhs IDFC First Bank Limited) in favor of Acre 133 Trust, Asset Care and Reconstruction Enterprise Limited (March 31, 2024 - Acre 133 Trust, Asset Care and Reconstruction Enterprise Limited ) for bid submitted for Delhi One project.
b. The Company has received a notice under Section 25(7) of the Value Added Tax Act, 2005 for the assessment year (AY) 2016-17. The Company declared a taxable turnover of ^3,261.22 lakhs after accounting for ^4,024.49 lakhs in expenses. The notice indicates that the deduction of expenses is allowed on the percentage of advance received of the total consideration. The expenses above such proportionate amount were disallowed and a revised taxable income is ^325.55 lakhs was calculated, leading to a demand of ^21.24 lakhs for the shortfall in tax payment. The Company has replied to the above order and has assessed that it is only possible, but not probable, that outflow of economic resources will be required. Hence, no impact thereof has been taken in these Ind AS financial statements for the year ended March 31, 2025.
i) The average duration of the defined benefit plan obligation at the end of the reporting period is 15.74 Years (March 31, 2024 : 15.71 years)
j) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as certified by the Actuary.
k) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.
l) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting year.
m) Risk Exposure: Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Prior to consummation to of above transaction, the Company converted its investment in compulsory convertible preference shares of PCL in equity shares and post consummation Company now holds 51% and NYL holds 49% of the share capital of MTPL and PCL. Consequently, During the current year, the Company has accounted a gain of ^21,889.39 lakhs on its direct sale of shares to NYL and corresponding capital gain tax of ^3,268.04 lakhs under the head other income and current tax, respectively.
Further as a precondition to the aforesaid transaction, the Company has also sold its ownership in Max House A to Pharmax Corporation Limited (a subsidiary Company) for a consideration of ^12,500 lakhs in the quarter ended September 30, 2024. Accordingly in current year, the Company has recognised a gain of ^5,621.06 lakhs and corresponding capital gain tax of ^851.03 lakhs under the head other income and current tax, respectively for this transaction.
34 Segment reporting
The Company’s business activities which are primarily real estate development through its subsidiaries and related activities falls within a single reportable segment as the management of the Company views the entire business activities as real estate development. Accordingly, there are no additional disclosures to be furnished in accordance with the requirement of Ind AS 108 - Operating Segments with respect to single reportable segment. Further, the operations of the Company are domiciled in India and therefore there are no reportable geographical segment.
35 Employee Stock Option Plan
Max Estates Employee Stock Option Plan 2023 (ESOP Plan 2023):
The Company has constituted an “Max Estates Employee Stock Option Plan 2023” (‘ESOP Plan 2023’) which have been approved by the Board in the meeting held on July 31, 2023 and by shareholders of the Company in its annual general meeting held on December 22, 2023 generally based on similar terms and conditions to the relevant ESOP plan of erstwhile Holding Company, Max Ventures and Industries Limited, which was merged into the Company pursuant to the Composite Scheme of Amalgamation and Arrangement. The ESOP Plan 2023 provides for grant of stock options aggregating not more than 5% of number of issued equity shares of the Company to eligible employees of the Company and to the eligible employees of the group company(ies), including subsidiary company(ies) and/or associate company(ies) (present or future) of the Company. The ESOP Plan 2023 is administered by the Nomination and Remuneration Committee constituted by the Board of Directors. The ESOP Plan 2023 gives an option to the employee to purchase the share at a price determined by Nomination and Remuneration committee (NRC) subject to minimum par value of shares (^10/-).
33 Pursuant to the binding MoU signed with New York Life Insurance Company (NYL) for investment in Max
Towers Private Limited (MTPL) and Pharmax Corporation Limited (PCL), subsidiaries of the Company, NYL has subscribed to and acquired shares in both MTPL and PCL by entering in Securities Purchase and Subscription agreement and Shareholding agreement in the current year are as follows:
The management has assessed fair valuation of above balances by considering nature, maturity, reset terms, interest rate movement over period, and any other relevant factor to that financial instrument. Basis this and in view of the fact, majority of above mentioned financial instrument have short term maturity or reset period, their carrying value is assessed to be not materially different to respective fair value.
B. Fair value hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
37 Financial risk management objectives and policies
The Company’s has instituted an overall risk management programme which also focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial performance. The Corporate Finance department, evaluates financial risks in close co-operation with the various stakeholders.
The Company is exposed to capital risk, market risk, credit risk and liquidity risk. These risks are managed pro-actively by the Senior Management of the Company, duly supported by various Groups and Committees.
a) Capital risk
The Company's objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns to its shareholders and benefits for other stakeholders and to provide for sufficient capital expansion. The capital structure of the Company consists of debt, which includes the borrowings disclosed in notes 13 and 18(i), cash and cash equivalents disclosed in note 10(iii) and equity as disclosed in the statement of financial position.
b) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company employees prudent liquidity risk management practices which inter alia means maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. Given the nature of the underlying businesses, the corporate finance maintains flexibility in funding by maintaining availability under committed credit lines and this way liquidity risk is mitigated by the availability of funds to cover future commitments. Cash flow forecasts are prepared not only for the entities but the Group as a whole and the utilized borrowing facilities are monitored on a daily basis and there is adequate focus on good management practices whereby the collections are managed efficiently. The Company while borrowing funds for large capital project, negotiates the repayment schedule in such a manner that these match with the generation of cash on such investment. Longer term cash flow forecasts are updated from time to time and reviewed by the Investment and Performance Review Committee of the Board.
c) Credit risk
Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.
(i) Trade receivables
Customer credit risk is managed subject to the Company’s established policy, procedures and control relating to customer credit risk management. Management evaluate credit risk relating to customers on an ongoing basis. Receivable control management team assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit or other forms of credit insurance. An impairment analysis is performed at each reporting date on Company category basis. The calculation is based on exchange losses historical data and available facts as on date of evaluation. Trade receivables comprise a widespread customer base. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
(ii) Financial instruments and cash deposit
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made in bank deposits and other risk free securities. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party’s potential failure to make payments. Credit limits of all authorities are reviewed by the management on regular basis. All balances with banks and financial institutions is subject to low credit risk due to good credit ratings assigned to the Company.
d) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risks comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings, deposits, investments and foreign currency receivables and payables. The sensitivity analyses in the following sections relate to the position as at March 31, 2024 and March 31, 2025. The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2024, and March 31, 2025.
(i) Interest rate risk
Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long term debt obligation at fixed interest rate.
(ii) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue, expense or capital expenditure is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods in foreign currency. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies. The Company does not have any material foreign currency risk as at March 31, 2025 and March 31, 2024.
(iii) Price risk
The Company’s exposure to price risk arises from investments held and classified as FVTPL and FVOCI. To manage the price risk arising from investments in mutual funds, the Company diversifies its portfolio of assets.
Terms and conditions of transactions with related parties
The Company has entered into above transactions with its related parties in the ordinary course of business and on an arm’s length basis. These transactions are all governed by commercially agreed terms and periodically reviewed to ensure compliance with arm’s length principles. Loans and advances to or from related parties are unsecured, provided based on business needs, and are repayable on demand, with interest, where applicable, charged or paid at market-comparable rates. Investments in related parties are made in the form of equity shares, debentures, compulsorily convertible debentures (CCDs), or preference shares and corporate guarantees, aligned with the Company’s strategic objectives and governed by the respective investment agreements or resolutions. Instruments such as CCDs and CCPS carry specific terms of conversion, coupon rates, and maturity, consistent with applicable regulatory requirements. Employee benefit expenses include costs of share-based payments under ESOP schemes extended to employees of subsidiaries, as accounted for under Ind AS 102. The remuneration of Key Managerial Personnel (KMP) includes only short-term employee benefits as per Ind AS 19, and actuarially determined long-term benefits are not included in this disclosure.
40 As per the Investment and Finance Committee meeting held on September 03, 2024, the committee has approved the issue and allotment of 1,33,89,121 equity shares to 25 eligible qualified institutional buyers at the issue price of ^597.50 per Equity Share, i.e. at a premium of ^587.50 per Equity Share, which included a discount of 4.97% to the floor price aggregating to approximate ^80,000 lakhs (Indian Rupees Eighty Thousand lakhs Only), pursuant to the Issue. Pursuant to the allotment of Equity Shares in the Issue, the paid-up equity share capital of the Company stands increased to ^16,095.11 lakhs consisting of 1,609.51 lakhs Equity Shares.
The utilisation of QIP proceeds from fresh issue of ^77,957.55 (net of expenses of ^2,042.45 lakhs) is summarized below: *includes amount unutilized of T5,638.41 lakhs which have been temporarily invested in mutual funds by the subsidiary and kept in it current account as at March 31, 2025.
Net Proceeds available for utilization of funds as on date have been temporarily invested in fixed deposits with scheduled bank and mutual funds and kept in current account with monitoring agency bank account.
Of the total QIP related expenses, ^1,976.87 lakhs have been adjusted against Securities Premium as per Section 52 of the Companies Act, 2013.
41 During the year, Investment and Finance Committee in its meeting held on October 29, 2024, approved the allotment of 22,83,104 Warrants to the below mentioned allottees at the issue price of ^657/-under the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ICDR Regulations”), and Sections 42 and 62 of the Companies Act, 2013 (including the rules made thereunder), as amended (the “Issue”).
43 Capital Management
For the purpose of the Company’s capital management, capital includes issued equity capital attributable to the equity shareholders of the Group, securities premium and all other equity reserves. The primary objective of the Company’s capital management is that it maintain an efficient capital structure and maximize the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, The Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company’s policy is to keep the gearing ratio between 30% to 60%. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, other bank balances.
The above information has been determined to the extent such parties could be identified on the basis of the
information available with the Company regarding the status of suppliers under the MSMED.
45 Audit Trail
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled for certain changes made directly to the database using privileged/ administrative access rights to the application. Further, no instance of audit trail feature being tampered with was noted in respect of accounting software wherever audit log was enabled. Additionally, the audit trail in respect of the prior years has not been preserved by the company as per the statutory requirements for record retention to the extend it was enabled from the prior years.
46 During the year, company has entered into a binding Memorandum of Understanding (“MoU”) with New York Life Insurance Company (“NYL”), for a proposed investment of ^33,340.00 lakhs and ^29,300.00 lakhs by MEL and NYL respectively in Max Estates Noida Private Limited (“MENPL”), a subsidiary of the Company. The MoU sets out the key terms and conditions under which NYL and MEL propose to invest in MENPL, by subscribing to compulsorily convertible debentures (“CCDs”). This investment will fund development of the leasehold land secured by MENPL.
47 During the year, Company has entered into a binding Memorandum of Understanding (“MoU”) with New York Life Insurance Company (“NYL”), for a proposed investment of ^26,750.00 lakhs and ^25,700.00 lakhs by MEL and NYL respectively in Boulevard Projects Private Limited (“BPPL”). The MoU sets forth the key terms under which NYL and MEL propose to invest in BPPL by subscribing to compulsorily convertible debentures (“CCDs”). Proceeds will be utilized for the development of bearing the leasehold land held by BPPL.
48 During the year, the Company along with its consortium partners, acquired a mixed-use land parcel located in Sector 105 on Noida-Greater Noida Expressway, for a total consideration of ^71,112.99 lakhs. The acquisition has been structured under a deferred payment arrangement, comprising an Earnest money deposit (EMD) of 10% and an upfront payment of 30% of the total consideration. The remaining 60% is payable in eight equal half-yearly instalments.
49 Re-Grouping/Re-classification:
In accordance with recent expert advisory committee, the Company has reclassified accrued interest which has been included in the respective balances of assets and liabilities. Previously, accrued interest was presented as a separate line item in respective notes. Further, amounts payable to employees, which were previously classified under Trade Payables, have been reclassified under Other Current Financial Liabilities and Leave encashment, which was earlier grouped under Salaries, Wages and Bonus within Employee Benefit Expenses, has now been presented separately as Compensated Absences under Employee Benefit Expenses. Except mentioned, there are no other re-grouping/ reclassification done during the current year.
49A Except for events mentioned in relevant notes, there are no events occurred after the reporting year which may impact the financial position as on March 31, 2025.
50 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. Certain sections of the Code came into effect on May 3, 2023. However, the final rules/ interpretation have not yet been issued. Based on a preliminary assessment, the Company believes the impact of the change will not be significant.
51 Other disclosure requirement of Schedule III of Companies Act, 2013:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies that are struck off.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with understanding (whether recorded in writing or otherwise) that Company shall :
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries)
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) The Company has not made any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(viii) The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.
(ix) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 3 to the financial statements, are held in the name of the Company.
(x) The Company does not have borrowings from banks and financial institutions on the basis of security of current assets. Hence, company is not required to file the quarterly returns or statements of current assets with banks and financial institutions.
(xi) None of the entities in the group have been declared wilful defaulter by any bank or financial institution or government or any government authority.
(xii) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(xiii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(xiv) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(xv) The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act, 2013 for the above transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003)
(xvi) The figures have been rounded off to the nearest lakhs of rupees up to two decimal places. The figure 0.00 wherever stated represents value less than ^50,000/-.
For S.R. Batliboi & Co. LLP For and on behalf of the Board of Directors of Max Estates Limited
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Pravin Tulsyan Sahil Vachani Dinesh Kumar Mittal
Partner (Vice-Chairman & Managing Director) (Director)
Membership Number: 108044 DIN: 00761695 DIN: 00040000
Nitin Kumar Kansal Abhishek Mishra
(Chief Financial Officer) (Company Secretary)
Membership No. - 098640 Membership No. - F9566
Place: Gurugram Place : Noida
Date: May 22, 2025 Date: May 22, 2025
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