Directors Report of Max Estates Ltd.

Mar 31, 2025

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

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 Company’s 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.

.	Standalone		Consolidated
	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.

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.

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

CAUTIONARY STATEMENT

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

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.

On behalf of the Board of Directors
Max Estates Limited

Sahil Vachani Dinesh Kumar Mittal

May 22, 2025 Vice Chairman and Managing Director Independent Director

Noida DIN: 00761695 DIN: 00040000

---

Mar 31, 2024

Your directors are pleased to present the 8^th Board''s Report of Max Estates Limited (''the Company'') along with the Audited Financial Statements for the financial year ended March 31,2024 ("FY2023-24").

FiNANCiAL PERFORMANCE

The Standalone and Consolidated financial performance of the Company for the financial year ended March 31,2024, is summarised below:

('' in Lakhs)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
income
Revenue from Operations	2,937.36	4,929.23	9,294.37	10,734.20
Other Income	4,699.76	4,955.96	2,732.64	2,393.63
Total income	7,637.12	9,885.19	12,027.01	13,127.83
Expenditure
Cost of land, plots development rights, constructed properties and others	-	-	-	1,015.55
Change in inventories of constructed properties	-	1,138.84	-	1,138.84
Employee benefits expense	1,644.21	1,750.73	1,227.96	1,537.73
Finance costs	1,411.07	1,132.79	4,298.60	1,861.87
Depreciation and amortization expense	525.96	514.11	2,540.23	1,490.82
Other expenses	2,291.63	2,021.66	6,289.18	3,874.82
Total Expenses	5,872.87	6,558.13	14,355.97	10,919.63
Profit/(Loss) before Tax	1,764.25	3,327.06	(2,328.96)	2,208.20
Exceptional items	-	-	(4,445.06)	-
Profit before tax from continuing operations	1,764.25	3,327.06	(6,774.02)	2,208.20
Tax expense	(567.78)	51.60	(1,261.58)	361.50
Profit/(Loss) after Tax	2,332.03	3,275.46	(5,512.44)	1,846.70
Profit for the period from continuing and discontinued operations	-	-	(5,512.44)	1,846.70

Your company''s net worth on a standalone basis grew marginally by ''2,552.34 Lakh to ''1,25,913.53 Lakh as of March 31, 2024, as against ''1,23,361.19 lakh as of March 31,2023. The increase in net worth was mainly due to an increase in profit.

In FY 2023-24, the Company reported consolidated revenues from continuing operations of ''9,294.37 Lakh and a Profit/(loss) after tax of ''(5,512.44) Lakh.

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.

MATERiAL CHANGES AFFECTiNG THE FiNANCiAL POSiTiON

New York Life Insurance Company ("NYL"), a shareholder of the Company, plans to invest in Max Towers Private Limited ("MTPL") and Pharmax Corporation Limited ("PCL"), wholly owned subsidiaries of the Company, at an aggregate enterprise value of ''662.23 crore and ''627.87 crore, respectively.

The Company agreed on April 30, 2024, to execute a Binding Memorandum of Understanding (MOU) that defines all the terms and conditions of the aforesaid transactions. NYL will Subscribe 1,07,89,330 and 74,48,814 equity shares to be issued by MTPL and PCL for an aggregate consideration of approximately ''56.53 crore

and ''34.76 respectively and also acquire 2,63,76,841 and 3,40,64,700 equity shares of MTPL and PCL from the Company for an aggregate consideration of approximately ''138.19 crore and ''158.95 crore, respectively, subject to customary adjustments for net debt and working capital on the closing date of the transaction.

After the completion of the transaction, NYL will acquire a 49% stake in MTPL and PCL, which hold Max Towers and Max House (Phase I & II), respectively. Both are rent-yielding operational commercial real estate projects located in Noida and Delhi. The Company will retain a 51% stake in MTPL and PCL after the transactions are concluded.

Except as mentioned above, there were no material changes affecting the financial position of the Company between the financial year ended March 31,2024, and the date of this Report.

SUBSiDiARiES, JOiNT VENTURES AND ASSOCiATE COMPANiES

During FY 2023-24, the Company executed a Share Purchase Agreement on January 1, 2024, for the acquisition of 100% equity share capital of "Astiki Realty Private Limited" and also incorporated a wholly owned subsidiary, "Max Estates Gurgaon Two Limited," on January 3, 2024.

As of March 31,2024, the following were the details of the subsidiary Companies of the Company:

Material Wholly Owned Subsidiaries:

1. Max Towers Private Limited;

2. Max Asset Services Limited;

Material Subsidiaries:

3. Max Square Limited;

4. Acreage Builders Private Limited;

Wholly Owned Subsidiaries:

5. Pharmax Corporation Limited;

6. Max Estates 128 Private Limited;

7. Max Estates Gurgaon Limited;

8. Max I. Limited;

9. Astiki Realty Private Limited; and

10. Max Estates Gurgaon Two Limited.

There were no associates or joint ventures of the Company during FY 2023-24.

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. 46 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 2023-24.

During FY 2023-24, the Board of Directors of your Company formulated 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-Policv-1.pdf

TRANSFER TO RESERVES

The Company has not transferred any amount to reserve during the financial year 2023-24.

PUBLiC DEPOSiTS

During FY 2023-24, the Company has not accepted or renewed any deposits from the public.

CONCLUSiON OF ''REVERSE MERGER'' OF MAX VENTURES AND iNDUSTRiES LiMiTED iNTO THE COMPANY

The Hon''ble National Company Law Tribunal (NCLT) of the Chandigarh Bench sanctioned the Composite Scheme of Amalgamation and Arrangement between Max Ventures and Industries Limited (hereinafter referred to as "MVIL" ) and Max Estates Limited (hereinafter referred to as "the Company", "your Company") on July 3, 2023. The merger became effective on July 31,2023 ("Effective Date").

From the Effective Date, MVIL was dissolved and merged into the Company. This entailed the transfer of all MVIL''s assets and liabilities to the Company, effective from April 1, 2022, the Appointed Date under the Scheme. Consequently, the Board of the Company was reconstituted on July 31, 2023, aligning with the structure of MVIL''s Board.

In accordance with the Scheme, the Company, at its Board Meeting held on August 18, 2023, allotted 14,71,34,544 equity shares of '' 10/-each to the shareholders of MVIL as of the Record Date (August 11, 2023) in the ratio of one equity share of the Company for every one equity share of MVIL. The Company strategically transformed via this reverse merger and got listed on the National Stock Exchange of India Limited and BSE Limited on October 30, 2023.

This strategic move improves the Company''s financial base and promotes the expansion of our real estate business. The consolidation is anticipated to bring better operational efficiency and cost savings, with a reinforced commitment to the real estate sector, evident in our brand name, "Max Estates".

SHARE CAPITAL

Update on Authorised Share Capital

As of March 31, 2024, 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.

During FY 2023-24, pursuant to the reverse merger, the authorized share capital of the Company increased from ''78,00,00,000 (Indian Rupees Seventy-Eight Crore Only), comprising 7,80,00,000 (Seven Crores Eighty Lakhs) equity shares of '' 10 (Rupees Ten Only) each, to ''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, effective from July 31,2023.

Update on paid-up Share Capital

As of March 31, 2023, the paid-up share capital of the Company stood at ''77,91,00,000 (Indian Rupees Seventy Seven Crores Ninety One Lakhs Only), comprising 7,79,10,000 (Seven Crores Seventy-Nine Lakhs and Ten Thousand) equity shares of ''10 (Indian Rupees Ten Only) each. Following the effectiveness of the reverse merger, the said paid-up share capital was cancelled, and 14,71,34,544 (Fourteen Crores Seventy-One Lakhs Thirty-Four Thousand Five Hundred and Forty-Four) equity shares of''10 (Indian Rupees Ten Only) each, fully paid-up, were issued and allotted on August 18, 2023, to the shareholders of MVIL as of the Record Date (August 11,2023) at the ratio of 1:1, i.e., one equity share of face value ''10 (Indian Rupees Ten Only) each, fully paid-up, of the Company for every one equity share of face value ''10 (Indian Rupees Ten Only) each, fully paid-up, held by them in the MVIL, in dematerialised form and credited as fully paid-up equity shares.

As a result, as of March 31, 2024, the paid-up share capital of the Company was INR 147,13,45,440 (Indian Rupees One Hundred Forty-Seven Crore Thirteen Lakh Forty-Five Thousand Four Hundred and Forty Only), divided into 14,71,34,544 (Fourteen Crores Seventy-One Lakhs Thirty-Four Thousand Five Hundred and Forty-Four) equity shares of INR 10 (Indian Rupees Ten Only) each.

EMPLOYEES STOCK OPTION PLAN

Your Company adopted an employee stock option plan, the ''Max Estates Employee Stock Option Plan 2023'' (''ESOP Plan''), at its 7^th Annual General Meeting held on December 22, 2023. The ESOP Plan provides for the grant of 73,56,727 (Seventy-Three Lakhs Fifty-Six Thousand Seven Hundred Twenty-Seven) stock options (including 8,39,973 options granted under the Max Ventures and Industries Employee Stock Plan - 2016, which were carried forward under the ESOP Plan) to eligible employees of the Company, group companies, subsidiary companies, and associate companies.

Further, in-principle approval for the listing of 73,56,727 (Seventy-Three Lakhs Fifty-Six Thousand Seven Hundred Twenty-Seven) equity shares of ''10/- (Indian Rupees Ten Only) each to be allotted to the employees of the Company under the ESOP Plan of the Company granted by the National Stock Exchange of India Limited and BSE Limited on April 9, 2024.

The ESOP Plan complies with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (hereinafter refered to as the "SBEB Regulations"), as amended from time to time. The ESOP Plan is administered by the Nomination and Remuneration Committee, which is constituted by the Board of Directors of the Company. Further, the details required as per SBEB Regulations, are available on the Company''s website at the following web link: http://maxestates.in/wp-content/uploads/2024/07/ESOP-Disclosure-FY-2023-24.pdf.

The Company has received a certificate from its Secretarial Auditor certifying that the ESOP Plan have been implemented in accordance with the SBEB Regulations. The certificate would be placed at the ensuing Annual General Meeting for inspection by the members.

DIRECTORS AND KEY MANAGERIAL PERSONAL(S)

As of the date of this report, your Company''s Board comprised of 8 (Eight) Directors, with 1 (one) Executive Director, and 7 (Seven) Non-Executive Directors, out of which 4 (Four) are Independent Directors, and 1 (one) Alternate Director.

During FY 2023-24, the following changes in the Board composition and Key Managerial Personnel took place:

i. Mr. Kishansingh Ramsinghaney (DIN: 00329411), Mr. Rishi Raj (DIN: 08490762), and Mr. Bishwajit Das (DIN: 00029455) resigned from their positions as Directors of the Company effective from July 31,2023, due to other professional engagements. The Board placed on record its appreciation for their valuable contributions during their association as Director with the Company.

ii. Mr. Analjit Singh (DIN: 00029641) was appointed as an Additional Director in the capacity ofNon-Executive Director and designated as Chairman of the Board, effective from July 31,2023. Mr. Ka Luk Stanley Tai (DIN: 08748152) was also appointed as an Additional Director in the capacity of Non-Executive Director, effective from the same date. However, Mr. Ka Luk Stanley Tai resigned from the Company, effective from the close of business on March 27, 2024.

iii. Mr. Sahil Vachani (DIN: 00761695) was appointed as an Additional Director in the capacity of Managing Director and CEO for a term of 5 years, effective from July 31, 2023. Further, effective from February 9, 2024, Mr. Sahil Vachani was elevated to Vice Chairman and Managing Director of the Company.

iv. Mr. Dinesh Kumar Mittal (DIN: 00040000), Mr. Niten Malhan (DIN: 00614624), and Ms. Gauri Padamanabhan (DIN: 01550668) were appointed as Additional Directors in the capacity of NonExecutive Independent Directors for a term of 5 years, effective from July 31, 2023. The Board of Directors evaluated these Independent Directors and opined that their integrity, expertise, and experience (including proficiency) are satisfactory.

The appointments of Mr. Analjit Singh, Mr. Ka Luk Stanley Tai, Mr. Sahil Vachani, Mr. Dinesh Kumar Mittal, Mr. Niten Malhan and Ms. Gauri Padamanabhan were approved by the shareholders at the Annual General Meeting held on December 22, 2023 as per the terms of their appointments were recommended by the Board of Directors of the Company at their meeting held on July 31,2023.

v. Ms. Avani Vishal Davda (DIN: 07504739) was appointed as an Additional Director in the capacity of Non-Executive Independent Director for a term of 5 years, effective from February 9, 2024. Her appointment was approved by the shareholders through the Postal Ballot Process on March 22, 2024. The Board of Directors evaluated and opined that her integrity, expertise, and experience (including proficiency) are satisfactory. Further, Ms. Avani Vishal Davda resigned from the Company effective from the closure of business hours of May 2, 2024, due to her full-time business leadership role elsewhere.

vi. Mr. Anthony R. Malloy (DIN: 10545256) was appointed as an Additional Director in the capacity of a Non-Executive Director (a representative of New York Life International Holdings Ltd.) effective from March 27, 2024, subject to the approval of shareholders of the Company and Ms. Jillian Leigh Moo-Young (DIN: 10545257) was appointed as an Alternate Director to Mr. Malloy, effective from March 27, 2024.

vii. Mr. Atul B. Lall (DIN: 00781436) was appointed as an Additional Director in the capacity of a Non-Executive Director, effective from March 27, 2024, subject to the approval of shareholders of the Company.

viii. 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, subject to the approval of the shareholders of the Company. The Board of Directors evaluated and opined that her integrity, expertise, and experience (including proficiency) are satisfactory.

ix. Mr. Abhishek Mishra was appointed as the Company Secretary effective from June 28, 2023 and designated as Compliance Officer of the Company effective from July 31,2023.

In terms of Section 152 of the Act and the Articles of Association of

the Company, Mr. Analjit Singh 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. Analjit Singh 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 Kansal, Chief Financial Officer, and Mr. Abhishek Mishra, Company Secretary are the Key Managerial Personnel of the Company.

BOARD MEETiNGS

During FY2023-24, 7 (seven) 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.

STATEMENT OF DECLARATiON BY iNDEPENDENT DiRECTORS

In accordance with Section 149(6) of the Companies Act, 2013, and Regulation 25 of the Listing Regulations, Mr. Dinesh Kumar Mittal, Mr. Niten Malhan, Ms. Gauri Padmanabhan, Ms. Avani Vishal Davda, and Ms. Malini Thadani were appointed as Independent Directors of the Company.

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 Companies Act, 2013 read with applicable rules made thereunder.

COMMiTTEES OF BOARD OF DiRECTORS

The Company has established the following committees as part of best corporate governance practices in compliance with the relevant provisions of applicable laws and statutes:

i. Audit Committee:

The Audit Committee met seven times during FY 2023-24: July 31, 2023, August 18, 2023, October 19, 2023, November 7, 2023, November 28, 2023, February 9, 2024, and March 27, 2024. As of March 31,2024, the Committee comprised Mr. Dinesh Kumar Mittal (Chairman), Mr. Niten Malhan, and Mr. Sahil Vachani. The board accepted all recommendations made by the Audit Committee.

ii. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met twice during FY 2023-24, on July 31, 2023, and March 27, 2024. As of March 31, 2024, the Committee comprised Ms. Gauri Padmanabhan (Chairperson), Mr. Dinesh Kumar Mittal, and Mr. Analjit Singh. All

recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

iii. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met once during the FY 2023-24, on March 27, 2024. As of March 31, 2024, the Committee comprised Mr. Dinesh Kumar Mittal (Chairman), Ms. Gauri Padmanabhan, and Mr. Sahil Vachani. All recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

iv. Risk Management and Sustainability Committee:

The Risk Management and Sustainability Committee met once during FY 2023-24, on March 27, 2024. As of March 31, 2024, the Committee comprised Mr. Niten Malhan (Chairman), Mr. Sahil Vachani, Ms. Gauri Padmanabhan, Mr. Nitin Kumar Kansal, and Mr. Rishi Raj.

v. Investment & Finance Committee:

The Investment & Finance Committee met twice during FY 2023-24, on November 28, 2023, and January 1, 2024. As of March 31, 2024, the Committee comprised Mr. Dinesh Kumar Mittal, Mr. Sahil Vachani and Mr. Niten Malhan.

vi. Independent Directors:

As of March 31, 2024, the Board of Directors comprised four Independent Directors: Mr. Dinesh Kumar Mittal, Mr. Niten Malhan, Ms. Gauri Padmanabhan, and Ms. Avani Vishal Davda.

Independent Directors meeting held on March 28, 2024 without the attendance of Non-Independent Directors and members of the management of the Company. The Independent Directors, inter alia, evaluated the performance of the Non-Independent Directors, the Chairperson of the Company and the Board of Directors as a whole for the Financial Year ended March 31, 2024. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Corporate Governance Report, which forms part of this Annual Report, provides a detailed note on these committees.

NOMiNATiON AND REMUNERATiON POLiCY

In accordance with the provisions of Section 134(3)(e) and 178 of the Companies Act, 2013, the Board of Directors has approved a policy on the appointment and remuneration of Directors. This policy includes terms of appointment, criteria for determining qualifications, performance evaluation of Directors, and other related matters. A copy of the policy is available on the Company''s website at www.maxestates.in

PERFORMANCE EVALUATiON OF THE BOARD

As per the requirements of the Act and Listing Regulations, a formal annual evaluation process was conducted to assess the performance of the Board, its Committees, and the Individual Directors, including the Chairperson.

The Board of Directors evaluated the performance of Independent Directors during FY 2023-24 and opined that their integrity, expertise, and experience (including proficiency) are satisfactory.

The performance evaluation was carried out by obtaining feedback from all Directors through an online survey mechanism using Diligent Boards, a secure electronic medium through which the Company interfaces with its Directors.

The outcome of this performance evaluation was presented at the meetings of the Nomination and Remuneration Committee, Independent Directors, and the Board for the consideration of the members.

The review concluded by affirming that the Board as a whole, its Chairman, all its members individually, and the Committees of the Board continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures, contributing their best to the overall growth of the organization.

HUMAN CAPiTAL

The organization has made significant strides over the past year in building a robust and dynamic workforce. Our strategic focus on talent acquisition, leadership development, and employee engagement has positioned us well for future success. This report highlights our key initiatives, achievements, and future directions.

Our purpose is to ''Enhance quality of life through the spaces we create. The well-being of all our stakeholders, is thus at the core of our operating philosophy.

Our operating philosophies of WorkWe// and LiveWell are built upon the three pillars of Max Group''s values - Sevabhav, Credibility and Excellence and are rooted in ensuring the holistic well-being of our stakeholders with close attention to their physical, social, emotional, and spiritual well-being. We are on a mission to build a great place to work that attracts, nurtures and retains exceptional people.

We at Max Estates, firmly believe in espousing and promoting non-discriminatory practices across employee lifecycle.

At Max Estates, we are dedicated to delivering of top-class customer experience through an ethical and professional service conforming to all legal and environmental compliances.

The diversity of our workforce in terms of age, gender, and ethnicity reflects our firm belief in being an equal opportunity employer. We strive to provide an inclusive environment where a talented, diverse, and multicultural workforce is valued and celebrated, and where everyone can reach their full potential.

Key initiatives undertaken during FY2023-24:

¦ To build a robust talent pipeline, we launched the ''Young Business Leaders Program (YBLP), to hire young and fresh talent from campuses and groom them into future leaders in real estate industry. We have been running this program for the last 3 years and hired fresh talent from premier business schools. We are also replicating this approach for young talent out of engineering and architecture colleges.

¦ We also initiated the second edition of our internal leadership development program for high potential talent called ''MEL NEXT''. Under this program, we identify critical talent based role, performance on the job and potential. We have hired external experts to take them through one year program aimed at grooming them into potential future leaders. This will also enable us to build a succession pipeline.

¦ We have initiated the implementation of the ''WorkWelT philosophy for employees across locations. This philosophy aims to enable holistic well-being of employees through a nurturing work environment, safe and ergonomic workplace, emotional support, amenities, and health and nutrition program.

¦ To listen to our employees and understand their needs and aspirations at a deeper level, we have engaged an independent agency to seek feedback from employees on relevant parameters including credibility, respect, fairness, workplace camaraderie, opportunities for learning and career growth, and workplace wellbeing. This will further enable us to design our policies and initiatives centred around employee needs. This feedback will also help us further enhance our existing initiatives.

¦ Since inception, our endeavour has been to nurture and build a learning oriented organization. We have a two-pronged approach to the learning and development of our employees. Our approach to Learning need analysis is a unique blend of bottom-up and top-down approaches, factoring in both organisational capability requirements and the learning needs of individual employees. Over the last few years, we have covered 100% of employees under our Learning & Development program through group and individual-centric interventions. We are looking to augment in further by bringing in digital interventions and self-paced learning to help employees keep upgrading their skill sets on an ongoing basis.

¦ At Max Estates, we intend to build a performance-oriented culture. We have implemented the new Performance Enhancement Process (PEP), which is more development focused rather than assessment focused. Under PEP, we have successfully trained all people managers in giving effective development feedback to their team members on a continuous basis and also trained

the team members in giving reverse feedback to their managers while also equipping them to articulate their needs effectively. This will enable us to crate a transparent and development centric culture across the organization.

Details pursuant to Section 197 (12) of the Act read with the Rule 5(1) and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ''Annexure- 2'' to this report.

LOANS, GUARANTEES OR iNVESTMENTS iN SECURiTiES

The details of loans given, investments made, and guarantees provided by the company pursuant to the provisions of Section 186 of the Act are provided in Note no 39 to the standalone financial statements of the Company.

MANAGEMENT DiSCUSSiON & ANALYSiS

In accordance with Regulation 34 of the Listing Regulations, a review of the performance of the Company, including its subsidiaries, is provided in the Management Discussion & Analysis section, which forms part of this Annual Report.

CORPORATE SOCiAL RESPONSiBiLiTY POLiCY (CSR POLiCY)

During FY 2023-24, the Company was not required to constitute a CSR Committee under Section 135 of the Companies Act, 2013.

Further, in accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors approved a CSR policy on July 31, 2023. The CSR policy, including a Vision and Mission Statement, philosophy, and objectives, as well as an explanation of the governance structure and roles and responsibilities is available on the Company''s website at www.maxestates.in

The Annual Report on CSR Activities of the Company for FY 2023-24 is enclosed as ''Annexure - 3'' to this Report.

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 FY 2023-24.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of Listing Regulations. As required by the said Clause, a separate report on Corporate

Governance forms part of the Annual Report of the Company.

A certificate from the Vice-Chairman and Managing Director and Chief Financial Officer on compliance with Part B of Schedule II of SEBI Listing Regulations forms part of the Corporate Governance Report as Annexureii. Further, a certificate from M/s Sanjay Grover & Associates, Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of SEBI 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 head ''Corporate Governance'' at www.maxestates.in/investors.

STATUTORY AUDiTORS AND AUDiTORS'' REPORT

Pursuant to Sections 139 and other applicable provisions of the Companies Act, 2013, 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 until the conclusion of the 11^th Annual General Meeting of the Company.

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 the financial year 2023-24, which is annexed to this Annual Report.

SECRETARiAL AUDiTORS AND SECRETARiAL AUDiT REPORT

Pursuant to Section 204 of the Companies Act, 2013, your Company appointed M/s. Sanjay Grover & Associates, Practicing Company Secretaries (FRN: P2001DE052900), New Delhi, as its Secretarial Auditors to conduct the secretarial audit of the Company for FY 2023-24. The Report of the Secretarial Auditor for FY 2023-24 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 Towers Private Limited, Max Asset Services Limited, Max Square Limited, and Acreage Builders Private Limited, the material subsidiaries of the Company, underwent a Secretarial Audit for the year ended March 31, 2024. The Secretarial Audit Reports issued by the Secretarial Auditors of the material subsidiary companies, are enclosed as ''Annexure-4A to 4D''. There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Reports of the material subsidiary companies.

BUSiNESS RESPONSiBiLiTY AND SUSTAiNABiLiTY REPORT

In terms of Clause 34(2)(f) of Listing Regulations, a Business Responsibility and Sustainability Report on various initiatives taken by the Company and its material subsidiary is enclosed in this report as Annexure-5.

COMPLiANCE WiTH SECRETARiAL STANDARD

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.

iNTERNAL AUDiTORS

The Company follows a robust Internal Audit process, with audits conducted regularly throughout the year according to the agreed audit plan. For the FY 2023-24, MGC Global Risk Advisory LLP was appointed as Internal Auditors to conduct the Internal Audit of key functions and assess Internal Financial Controls etc., among other responsibilities.

COST RECORDS

Your Company has maintained books of account in accordance with the rules prescribed by the Central Government under section 148(1) of the Companies Act, 2013.

REPORTiNG OF FRAUDS BY AUDiTORS

During FY 2023-24, Statutory Auditors and Secretarial Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013. Therefore, no such details are required to be mentioned in the Board''s Report.

iNTERNAL FiNANCiAL CONTROLS

The Company has adequate internal financial controls in place. During FY 2023-24, these controls were tested, and no reportable material weaknesses in design or operation were observed. Management has reviewed the existence of various risk-based controls in the Company and also tested key controls to ensure compliance for the present financial 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. During FY 2023-24, there were no instances of fraud reported by the auditors to the Audit Committee or the Board of Directors.

RiSK MANAGEMENT

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Board has formed a Risk Management Committee to identify the risks impacting the business and formulate strategies/policies aimed at risk mitigation as part of risk management. 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 strategies for mitigation of risks identified in consultation with process owners.

In the ''Risk Register'', the value chain has been split into 7 Risk Categories - Business, Regulatory, Capital, Macroeconomic, People, Technology and Brand - each risk is classified into 1 of the 7 Categories.

As review cadence, the Risk Register is updated each quarter by respective process owners and risk movement tracked and recorded, to put a spotlight on risk and create a culture of risk assessment in our organization 1 vertical presents their set of risks during the Weekly Leadership Forum.

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

ViGiLMECHANiSM

During FY 2023-24, the Company adopted a Whistleblower Policy as part of its vigil mechanism on July 31, 2023. The Policy ensures that strict confidentiality is maintained while dealing with concerns raised and that no discrimination will be meted out to any person for a genuinely raised concern about any unethical and improper practices, fraud, or violation of the Company''s Code of Conduct.

The Policy, which covers all employees, Directors, and other people associated with the Company, is hosted on the Company''s website at www.maxestates.in.

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

CONTRACTS OR ARRANGEMENTS WiTH RELATED PARTiES

All transactions entered by the Company during FY 2023-24 with related parties were in the ordinary course of business and on an arm''s length basis, which does not fall under the scope of Section 188(1) of the Companies Act, 2013.

Further, there was no material contract or arrangement entered by the Company in terms 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 to the Company for FY 2023-24 and hence does not form part of this report.

However, during FY 2023-24, the Company entered into related party transactions which were material in terms of provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and necessary approvals were taken from the shareholders of the Company as and when required.

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 may be accessed 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 loT (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 ofadvanced logic controls in Building Management Systems to save energy.

(ii) the steps taken by the Company for using alternate sources of energy: Not Applicable

(iii) Capital investment on energy conservation equipment: Not Applicable

b) Technology Absorption

(i) Efforts made towards technology absorption: the Company has in place the following digital technologies:

¦ SAP - for entire enterprise resource planning;

¦ Salesforce - to manage leads and entire sales/leasing process;

¦ Ozontel - to manage pre-sales and funneling leads; and

¦ Reloy - Customer experience application.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution; The Benefits derived from technology absorption are as follows:

¦ Process efficiency and using international best practices;

¦ Centralised data processing for core functions such as finance, sales & leasing, procurement''

¦ Data security; and

¦ Systems Integration for faster data processing without manual intervention.

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

(iv) The expenditure incurred on Research and Development; Not Applicable

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during FY 2023-24 are given below:

Total Foreign Exchange earned : Nil Total Foreign Exchange used : ''4.59 crore

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 FY 2022-23 is available on the Company''s website at www.maxestates.in. Further, the Annual Return for FY 2023-2024 shall be made available on the Company''s website upon the same being filed with the concerned 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 FY 2022-23, 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. Matter is presently pending before the Hon''ble Tribunal with next date of hearing been June 06, 2024.

During FY 2023-24, 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 FY 2023-24, no significant or material orders were passed by regulators, courts, or tribunals, which may impact its going concern status and future operations of the Company.

UNCLAIMED SHARES

During FY 2023-24, 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.

ONE-TIME SETTLEMENT BANKS OR FINANCIAL INSTITUTIONS.

There were no instances of one-time settlements that required the valuation from the Banks or Financial institutions.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors Max Estates Limited

May 22, 2024 Sahil Vachani Dinesh Kumar Mittal

New Delhi Vice Chairman and Managing Director Independent Director

DIN:00761695 DIN:00040000

---

Mar 31, 2023

BOARD''S REPORT

Dear Shareholders,

Your Directors have the pleasure of presenting the 7^th
(Seventh) Board''s Report along with the Audited Financial
Statements of your Company for the Financial Year ended
March 31, 2023 ("FY 2023").

Update on Composite Scheme of Amalgamation and
Arrangement between Max Ventures and Industries
Limited and Max Estates Limited and their respective
shareholders and creditors

The Hon''ble National Company Law Tribunal (NCLT) of the
Chandigarh Bench sanctioned the Composite Scheme of
Amalgamation and Arrangement between Max Ventures
and Industries Limited (hereinafter referred to as "MVIL"
or the "Transferor Company") and Max Estates Limited
(hereinafter referred to as "the Company", "your company",
"MEL'') or the "Transferee Company") on July 3, 2023. The
Certified True Copy of the NCLT Order, dated July 21, 2023,
was received by the Company on July 24, 2023. The Scheme
became effective on July 31, 2023 ("Effective Date") being
the date on which the order was filed with the Registrar of
Companies by the transferor Company and the Transferee
Company.

From the Effective Date, MVIL dissolved and merged
into the Company. This entailed the transfer of all MVIL''s
assets and liabilities to MEL, effective from April 1, 2022,
the Appointed Date under the Scheme. Consequently, the
Board of the Company was reconstituted on July 31, 2023,
aligning with the structure of MVIL''s Board.

Subsequently, in accordance with the Scheme, the
Company, at its Board Meeting held on August 18, 2023,
allotted 14,71,34,544 Equity Shares of INR 10/- each to the
shareholders of MVIL as of the Record Date (August 11,
2023) in the ratio of one Equity Share of the Company for
every one Equity Share of MVIL.

The Company strategically transformed into a Listed
Company via this reverse merger. The Company obtained

in-principle approvals from NSE on September 14, 2023,
and BSE on September 15, 2023, subsequently listing its
shares on the stock exchanges on October 30, 2023.

This strategic move improves the Company''s financial
base and promoting our real estate business expansion.
The consolidation is anticipated to bring better operational
efficiency and cost savings, with a reinforced commitment
to the real estate sector, evident in our brand name, "Max
Estates".

Given MVI L''s dissolution on July 31, 2023, it became infeasible
to present MVIL''s Board Report to its shareholders in a
general meeting. This was due to the statutory requirement
under Sub-Section 3 of Section 134 of the Companies Act,
2013, which mandates the Board Report''s attachment to
Financial Statements for presentation in an Annual General
Meeting.

To ensure transparency and compliance, Max Estates
Limited, adhering to the Companies Act, 2013 and best
corporate governance practices, has incorporated relevant
MVIL data for FY 2023 within this Board Report. This
initiative provides shareholders with a comprehensive
overview of MVIL''s activities and performance in its last
operational year, fulfilling our obligations despite the unique
merger circumstances.

This report, prepared for Max Estates Limited, contains
the relevant information related to MVIL up to March 31,
2023, considering the approval and implementation of
the Scheme after FY 2023 and based on the Company''s
Standalone Financial Statements for FY 2023, integrating
the consolidated performance of the Company and its
subsidiaries wherever required.

FINANCIAL REVIEW

Financial and Operational Performance

The Standalone and consolidated financial performance of
your Company and MVIL for FY 2023 is summarized below:

Particulars	MEL*		MVIL
	FY 2023	FY 2022	FY 2023	FY 2022
Income
Revenue from Operations	4,929.23	3,901.22	2,388.63	1,980.98
Other Income	4,955.96	1,046.49	2,769.31	48,842.97
Total Income	9,885.19	4,947.71	5,157.94	50,823.95
Expenditure
Decrease in inventories of work in progress and finished goods	1,138.84	1,850.95	-	-
Employee benefits expense	1,750.73	598.73	901.47	86718
Finance costs	1,132.79	725.88	381.53	321.89
Depreciation and amortisation expense	514.11	144.47	353.41	378.41
Other expenses	2,021.66	1,101.22	1,056.66	936.40
Total Expenses	6,558.13	4,421.25	2,693.07	2,503.88
Profit/(Loss) before Tax	3,327.06	526.46	2,464.87	48,320.07
Tax expense	51.59	-	200.77	9,974.57
Profit/(Loss) after Tax	3,275.45	526.46	2,264.10	38,345.50

Consolidated Financial Results

Particulars	MEL* MVIL
	FY 2023	FY 2022	FY 2023	FY 2022
Income
Revenue from Operations	10,734.20	6,928.87	10,734.20	10,096.71
Other Income	2,393.63	464.60	2,393.63	992.58
Total Income	13,127.83	7,393.47	13,127.83	11,089.29
Expenditure
Cost of land, plots development rights, constructed properties and others	1,015.55	-	1,015.55	705.33
Change in inventories of constructed properties	1,138.84	1,850.94	1,138.84	1,850.94
Employee benefits expense	1,537.73	347.49	1,537.73	1,316.28
Finance costs	1,861.87	1,616.92	1,861.87	1,65728
Depreciation and amortisation expense	1,490.82	1,068.14	1,490.82	1,481.29
Other expenses	3,874.82	1,664.90	3,874.82	3,651.72
Total Expenses	10,919.63	6,548.39	10,919.63	10,662.84
Profit/(Loss) before exceptional items and tax	2,208.20	845.08	2,208.20	426.45
Exceptional items	-	-	-	-
Profit before tax from continuing operations	2,208.20	845.08	2,208.20	426.45
Tax expenses	361.50	352.88	510.22	(39.15)
Profit/(Loss) after Tax	1,846.70	492.20	1,697.98	465.60
Discontinued operations
Revenue from operations	-	-	-	126,984.14
Other income	-	-	-	1,029.34
Total expenses	-	-	-	106,189.26
Profit before tax	-	-	-	21,824.22
Gain on sale of discontinued operations	-	-	-	40,922.47
Tax expenses/(credit)	-	-	-	17,339.72
Profit for the period from discontinued operations	-	-	-	45,406.97
Profit for the period from continuing and discontinued operations	1846.70	492.20	1,697.98	45,872.57
Attributable to:
Equity holders of parent	1,901.49	499.89	1,752.77	38,768.48
Non-controlling interest	(54.79)	(7.69)	(54.79)	7,104.09

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 provided as
part of this Annual Report and shall also be laid before the
ensuing Annual General Meeting ("AGM") of the Company.

Therefore, the Standalone and Consolidated Financial
Statements have been prepared in accordance with the
Indian Accounting Standards (IND AS) notified under the
Companies (Indian Accounting Standards) Rules, 2015 (as
amended from time to time).

COMPANY''S PERFORMANCE / OPERATIONS

On a consolidated basis, your Company generated a
revenue (including other income) of INR 13,127.83 Lakhs in
FY 2022-23 as compared to INR 7,393.47 Lakhs in FY 2021¬
22, registering an increase of 77.56%.

Profit before tax (PBT) was INR 2,208.20 Lakhs in FY
2022-23 as compared to INR 845.08 Lakhs in FY 2021-22,
reflecting an increase of 2.61 times. Profit after tax (PAT)
was INR 1,846.70 Lakhs as against INR 492.20 Lakhs in FY
2021-22, an increase of 3.75 times from the previous year.

DIVIDEND

Your directors have not recommended any dividend for the
financial year 2022-23.

The Board of Directors of your Company has approved a
Dividend Distribution Policy in line with Regulation 43A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"). The said policy is available
on the website of the Company at https://maxestates.in/
investors/.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserve
during the financial year 2022-23.

LISTING INFORMATION

The equity shares of the Company are traded on BSE Limited
(Scrip Code ''544008'') and National Stock Exchange of India
Ltd. (Symbol ''MAXESTATES'') effective from October 30, 2023.

Update with respect to MVIL during the FY 2023: The

equity shares of MVIL were traded on BSE Limited (Scrip
Code ''539940'') and National Stock Exchange of India Ltd.

(Symbol ''MAXVIL'') effective June 22, 2016 till August 10,
2023. The ISIN number for dematerialisation of the equity
shares of MVIL was INE154U01015. The annual listing fees
for the Financial Year 2022-23 have been paid to both the
Stock Exchanges.

SHARE CAPITAL

The Authorized Share Capital of the Company as at March
31, 2023 stood at INR 78,00,00,000/- (Indian Rupees Seventy
Eight Crores Only) comprising of 7,80,00,000 (Seven Crores
Eighty Lakh) Equity Shares of INR 10/- (Indian Rupees Ten
Only) each.

Further, pursuant to the Scheme the authorized share
capital of the Company has been increased from INR

78.00. 00.000/- (Indian Rupees Seventy-Eight Crores Only)
comprising of 7,80,00,000 Equity Shares of INR 10/- (Indian
Rupees Ten Only) each to INR 1,50,00,00,000/- (Indian
Rupees One Hundred and Fifty Crore Only) divided into

15.00. 00.000 equity shares of INR 10/- (Indian Rupees Ten
only) each w.e.f. July 31, 2023.

The Paid-up Share Capital of the Company as at March 31,
2023, stood at INR 77,91,00,000 (Indian Rupees Seventy-
Seven Crores Ninety One Lakhs Only) comprising of
7,79,10,000 Equity Shares of INR 10/- (Indian Rupees Ten
Only) each. Post effectiveness of the Scheme, the said
paid-up share capital was cancelled, and 14,71,34,544
equity shares of INR 10 (Indian Rupees Ten Only) each, fully
paid-up, were issued and allotted on August 18, 2023 to the
shareholders of MVIL as on the Record Date (August 11,
2023), in the ratio of 1:1 i.e., 1 Equity Share of face value of
INR 10 each, fully paid-up, of the Company for every 1 Equity
Share of face value of INR 10 (Indian Rupees Ten Only)
each, fully paid up held by them in Transferor Company, in
dematerialised form and credited as fully paid-up equity
shares.

Update with respect to MVIL during the FY 2023:

During the year under review, MVIL allotted 1,56,978 equity
shares of INR 10/- (Indian Rupees Ten Only) each arising
from the exercise of Stock Options by the Option Holders
under ''Max Ventures and Industries Employee Stock Plan
- 2016'' of MVIL. Consequently, the issued and paid-up
equity share capital of MVIL as on March 31, 2023, was INR
1,47,10,36,260/- (Indian Rupees One Hundred and Forty-
Seven Crore Ten Lakh Thirty-Six Thousand Two Hundred
and Sixty only) comprising of 14,71,03,626 equity shares of
INR 10/- (Indian Rupees Ten only) each.

Further, from the end of the financial year March 31, 2023,
and up to July 31, 2023 (effective date of the scheme), MVIL
has further allotted 30,918 equity shares of INR 10/- (Indian
Rupees Ten Only) each arising from the exercise of Stock
Options by the Option Holders under ''Max Ventures and
Industries Employee Stock Plan - 2016'' of MVIL.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on March 31, 2023, your Company was a wholly-owned
subsidiary of MVIL. Further, following are the subsidiaries of
your Company as at March 31, 2023:

• Max Towers Private Limited, a wholly-owned subsidiary
company

• Pharmax Corporation Limited, a wholly-owned
subsidiary company

• Max Estates 128 Private Limited, a wholly-owned
subsidiary company (Refer Note 1)

• Max Estates Gurgaon Limited, a wholly-owned
subsidiary company (Refer Note 2)

• Acreage Builders Private Limited, a wholly-owned
subsidiary company (Refer Note 3)

• Max Square Limited, a subsidiary company
Notes:

1. The Company purchased the entire equity share capital
of Accord Hotels and Resorts Private Limited on June
17, 2022, and subsequently changed its name to Max
Estates 128 Private Limited.

2. Max Estates Gurgaon Limited as a wholly-owned
subsidiary of the Company was incorporated on
September 5, 2022.

3. On February 2, 2023, Acreage Builders Private Limited
became a wholly-owned subsidiary of the Company.
On April 13, 2023, the Company sold 49 per cent of
the equity shares of Acreage Builders Private Limited
to New York Life Insurance Company, making it a
subsidiary of the Company.

Your Company had no associate or joint venture during FY
2023.

Further, a detailed update on the performance of your
Company''s subsidiaries is furnished in the Management
Discussion and Analysis section, which forms part of this
Report.

In compliance with the provisions of Section 136 of the
Act, the Financial Statements and other documents of
the subsidiaries are not being attached with the Financial
Statements of the Company and are available on the website
of the Company viz. https://maxestates.in/investors/.

Further, the contribution of subsidiary(ies) to the overall
performance of your Company is outlined in Note No. 44 of
the Consolidated Financial Statements.

Update with respect to MVIL during the FY 2023: As

of March 31, 2023, MVIL was having following 9 (Nine)
subsidiaries (including step-down subsidiaries):

• Max Estates Limited

• Max I. Limited

• Max Asset Services Limited

• Max Towers Private Limited

• Max Square Limited

• Pharmax Corporation Limited

• Max Asset Services Limited

• Max Estates 128 Private Limited

• Acreage Builders Private Limited

Pursuant to the Scheme, MVIL has been merged with the
Company w.e.f. July 31, 2023 (effective date) and all the
subsidiary companies of MVIL have become the subsidiary
companies of the Company from the effective date.

Form AOC-1 containing the salient features of Financial
Statements of the Company''s and MVIL''s subsidiaries, is
attached as ''Annexure-1''.

ANNUAL RETURN

The Annual Return of the Company is available at the website
of the Company at https://maxestates.in/investors/.

EMPLOYEES STOCK OPTION PLAN:

Max Estates Employee Stock Option Plan 2023

Acknowledging the importance of sustaining employee
motivation and adhering to the provisions of the Scheme,
the Company adopted the Max Estates Employee Stock
Option Plan 2023 in its Board meeting held on July 31,
2023. It ensured that all its terms and conditions mirrored
those under the Max Ventures and Industries Employee
Stock Plan - 2016 to cater the subsisting stock option to
the employees made by MVIL as of the Effective date, i.e.,
July 31, 2023. Furthermore, while granting stock options, the
Company considered the duration for which employees had

held stock options granted by MVIL.

Update with respect to MVIL during the FY 2023: MVIL
has adopted an employee stock option plan viz. ''Max
Ventures and Industries - Employee Stock Plan 2016''
(''ESOP Plan'') at its first Annual General Meeting held on
September 27, 2016. The ESOP Plan provides for grant of
stock options aggregating not more than 5% of equity share
capital of MVIL to eligible employees and Directors of MVIL
and its subsidiaries. There was no change in the ESOP Plan
during FY 2023. Further, the ESOP Plan is in compliance
with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (as amended from time to time). The ESOP Plan
is administered by the Nomination and Remuneration
Committee constituted by the Board of Directors of MVIL.

During FY 2023, MVIL has granted 2,97,538 stock options
to the eligible employees of MVIL and its subsidiaries. A
statement setting out the details of options granted upto
March 31, 2023 and other disclosures as required under
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
and Rule 12(9) of Companies (Share Capital & Debentures)
Rules, 2014 for FY 2023, have been placed on the website of
the Company https://maxestates.in/wp-content/themes/
max-estate/html/pdf-viewer.html?pdf url = https://
maxestates.in/wp-content/uploads/2023/11/ESOP-
Disclosure-MVIL-2023.pdf.

MATERIAL CHANGES BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF THIS
REPORT

From the end of the Financial Year till the date of this report,
the following changes have taken place in the Company
which may affect the financial position of the Company:

i. Please refer to the section of this report tilted
"Update on Composite Scheme of Amalgamation and
Arrangement between Max Ventures & Industries
Limited and Max Estates Limited and their respective
shareholders and creditors''!

ii. The Board of Directors of your Company was
reconstituted.

iii. Your Company received in-principle approval from
NSE and BSE on September 14, 2023 and September
15, 2023 respectively. Subsequently, our Company''s
shares were listed on the Stock Exchanges effective

from October 30, 2023.

Except as mentioned above, there is no other material
changes and commitments, affecting the financial position
of the Company which have occurred between the end of
the Financial Year of the Company i.e. March 31, 2023 and
the date of this Board''s Report.

REPORT ON CORPORATE GOVERNANCE

During the year under review, since the Company was an
unlisted entity, it was not mandated to meet the Corporate
Governance requirements as specified by the Securities
and Exchange Board of India under Part C of Schedule V of
the SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 (hereinafter referred to as "Listing
Regulations").

Update with respect to MVIL during the FY 2023:

During the FY 2023, MVIL complied with all the mandatory
requirements of Corporate Governance specified by the
Securities and Exchange Board of India through Part C of
Schedule V of the Listing Regulations. As mandated by the
said Clause, a separate Report on Corporate Governance
forms part of the Annual Report of the Company as
Annexture-2.

A certificate from M/s Sanjay Grover & Associates,
Practicing Company Secretaries regarding compliance with
the regulations of Corporate Governance pursuant to Part
E of Schedule V of the Listing Regulations and a certificate
from the Managing Director and Chief Financial Officer of
MVIL on compliance of Part B of Schedule II of the Listing
Regulations forms part of the Corporate Governance Report
with respect to MVIL.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of the Listing Regulations, a review
of the performance of the Company, including those of your
Company''s subsidiaries, is provided in the Management
Discussion & Analysis section, which forms part of this
Annual Report.

BOARD OF DIRECTORS

As at March 31, 2023, the Board of Directors of your
Company comprised of 3 (three) Directors with 1 (one)
Executive Director and 2 (two) Non-Executive Directors.

Pursuant to the Scheme, MVIL merged with the Company
effective from July 31, 2023. Consequently, existing Board

of Directors of the Company in its meeting held on July 31,
2023 reconstituted the Board in the following manner:

• Mr. Analjit Singh (DIN: 00029641) was appointed as an
additional Director of the Company and Chairman of
the Company.

• Mr. Dinesh Kumar Mittal (DIN: 00040000) was
appointed as an additional Director of the Company in
the Independent category.

• Mr. Niten Malhan (DIN: 00614624) was appointed as an
additional Director of the Company in the Independent
category.

• Ms. Gauri Padamanabhan (DIN: 01550668) was
appointed as an additional Director of the Company in
the Independent category.

• Mr. Ka Luk Stanley Tai (DIN: 08748152) was appointed as
an additional Non-Executive Director of the Company.

• Mr. Sahil Vachani (DIN: 00761695) was appointed as
an additional Director of the Company and further
appointed as Managing Director and CEO of the
Company w.e.f August 01, 2023.

The Board further took note the resignation received from
Mr. Kishansingh Ramsinghaney (DIN: 00329411), Mr. Rishi
Raj (DIN: 08490762) and Mr. Bishwajit Das (DIN: 00029455)
the existing Board members w.e.f. July 31, 2023. The
Board places on record its appreciation for their valuable
contributions during association with the Company.

Post reconstitution, the Board of Directors of your Company
comprised of 6 (six) Directors with 1 (one) Executive
Director and 5 (five) Non-Executive Directors including 3
(three) Independent Directors.

Update with respect to MVIL during the FY 2023: As on

March 31, 2023, the Board of Directors of MVIL comprised of
6 (six) Directors with 1 (one) Executive Director and 5 (five)
Non-Executive Directors including 3 (three) Independent
Directors.

During the year under review, Mr. Kummamuri Narasimha
Murthy (DIN: 00023046) resigned from the position of Non¬
Executive Independent Director of MVIL, effective from the
closure of business hours on August 08, 2022. The MVIL
Board places on record its appreciation for his valuable
contributions during his association with MVIL.

BOARD MEETINGS

The Board of Directors of your Company met 16
(Sixteen) times i.e. on April 18, 2022, May 16, 2022,
June 3, 2022, June 17, 2022, June 28, 2022, July 6,
2022, August 5, 2022, September 6, 2022, September
22, 2022, November 9, 2022, November 17, 2022,
November 21, 2022, February 1, 2023, February
3, 2023, March 17, 2023 and March 27, 2023. The
details of attendance of the Directors in the aforesaid
meetings are mentioned below:

Sl. No.	Date of Meeting	No. of Directors entitled to attend	No. of Directors attended
1.	April 18, 2022	3	3
2.	May 16, 2022	3	3
3.	June 3, 2022	3	3
4.	June 17, 2022	3	3
5.	June 28, 2022	3	3
6.	July 6, 2022	3	3
7.	August 5, 2022	3	3
8.	September 6, 2022	3	3
9.	September 22, 2022	3	3
10.	November 9, 2022	3	3
11.	November 17, 2022	3	3
12.	November 21, 2022	3	3
13.	February 1, 2023	3	3
14.	February 3, 2023	3	3
15.	March 17, 2023	3	2
16.	March 27, 2023	3	3

The detail of the Directors attending the numbers of
the meeting are as follows:

Name of Directors	Designation	Board Meetings
		Held during tenure	Attended
Mr. Rishi Raj	Whole time Director	16	15
Mr. Kishansingh Ramsinghaney	Director	16	16
Mr. Bishwajit Das	Director	16	16

Update with respect to MVIL during the FY 2023:

The Board of Directors of MVIL met 6 (Six) times
during FY 2023.

The details of meetings and the attendance of
directors of MVIL are provided in the Corporate

Governance Report which forms part of this Annual
report.

STATEMENT OF DECLARATION BY INDEPENDENT
DIRECTORS

During FY 2023, your Company was not obligated to appoint
the Independent Directors.

Update with respect to MVIL during the FY 2023: During
the year under review, in terms of Section 149(6) of the
Act and Regulation 25 of the Listing Regulations, MVIL
received declaration of independence from all Independent
Directors namely, Mr. Dinesh Kumar Mittal, Mr. Niten
Malhan, Mr. Kummamuri Narasimha Murthy and Ms. Gauri
Padmanabhan.

During the year under review, Mr. Kummamuri Narasimha
Murthy (DIN: 00023046) resigned from the position of Non¬
Executive Independent Director of MVIL, effective from the
closure of business hours on August 08, 2022.

In the opinion of the Board, the Independent Directors fulfil
the conditions of independence specified in Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations.
The Independent Directors have also confirmed that they
have complied with the Company''s Code of Conduct and
the inlaid policies and applicable laws.

KEY MANAGERIAL PERSONNELS

As at March 31, 2023, following were the Key Managerial
Personnel of your Company:

1. Mr. Rishi Raj, Whole-time Director

2. Mr. Nitin Kumar, Chief Financial Officer

During FY 2023, Mr. Ankit Jain resigned from the position
of Company Secretary of the Company, effective January 11,
2023.

Subsequently, the Board appointed Mr. Abhishek Mishra
as Company Secretary, effective from June 28, 2023. Mr.
Mishra had also held the position of Company Secretary
and Compliance Officer of MVIL, the holding company of
the Company.

Update with respect to MVIL during the FY 2023: As

of March 31, 2023, in terms of provisions of Section 203
of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Mr.
Sahil Vachani - Managing Director and CEO, Mr. Nitin Kumar
Kansal - Chief Financial Officer were the Key Managerial
Personnel of MVIL. In addition, Mr. Ankit Jain was appointed

as Company Secretary and Compliance Officer effective
May 16, 2022, and ceased to be the Company Secretary and
Compliance Officer effective from January 11, 2023.

Subsequently, the MVIL''s Board appointed Mr. Abhishek
Mishra as the Company Secretary and Compliance Officer,
effective from May 19, 2023.

COMMITTEES OF THE BOARD OF DIRECTORS

During FY 2023, your Company was not required to
constitute any committee of Board of Directors in terms of
provisions of the Act and the Rules made there under.

However, post effectiveness of the Scheme, the Board of
Directors, in its meeting held on July 31, 2023, constituted
five (5) committees of the Board of Directors of the Company.
These are Audit Committee, Nomination & Remuneration
Committee, Stakeholder''s Relationship Committee,
Investment & Finance Committee, and Risk Management
and Sustainability Committee. These committees have been
established in alignment with best Corporate Governance
practices and comply with the requirements of the relevant
provisions of applicable laws and statutes.

The Composition of other committees are as under:

Committee	Members
Audit Committee	Mr. Dinesh Kumar Mittal (Chairman) Mr. Niten Malhan Mr. Sahil Vachani
Nomination and Remuneration Committee	Ms. Gauri Padmanabhan (Chairperson) Mr. Dinesh Kumar Mittal Mr. Analjit Singh
Stakeholders Relationship Committee	Mr. Dinesh Kumar Mittal (Chairman) Ms. Gauri Padmanabhan Mr. Sahil Vachani
Risk Management and Sustainability Committee	Mr. Niten Malhan (Chairman) Mr. Sahil Vachani Ms. Gauri Padmanabhan Mr. Nitin Kumar Kansal Mr. Rishi Raj
Investment & Finance Committee	Mr. Dinesh Kumar Mittal (Chairman) Mr. Sahil Vachani Mr. Niten Malhan

March 31, 2023, there were 5 (Five) Committees of Board
of Directors in MVIL viz. Audit Committee, Nomination
& Remuneration Committee, Stakeholder''s Relationship
Committee, Investment & Finance Committee and Risk
Management and Sustainability Committee. A detailed
note on Board and Committees composition, its terms of
references and the meetings held during FY 2023 has been
provided in the Corporate Governance Report which forms
part of this Annual Report.

Pursuant to the provisions of Section 177 of the Act, as at
March 31, 2023, the Audit Committee of MVIL comprises of
Mr. Dinesh Kumar Mittal, Chairman, Mr. Niten Malhan and
Mr. Sahil Vachani, and all the recommendations made by
Audit Committee were accepted by the Board of Directors.

INDEPENDENT DIRECTORS'' MEETING

During FY 2023, your Company was not required to appoint
an Independent Director in terms of provisions of the Act
and the Rules made there under. Therefore, the requirement
of having a separate meeting of Independent Directors was
not applicable.

Update with respect to MVIL during the FY 2023: During
the year under the review, the Independent Directors met
on April 18, 2022 and May 16, 2022 inter-alia, to:

• Review the performance of non-independent Directors
and the Board as a whole;

• Review the performance of the Chairman of the
Company, taking into account the views of executive
Directors and non-executive Directors; and

• Assess the quality, quantity and timeliness of flow of
information between the Company management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013,
performance evaluation has been done in the Board Meeting
of the Company, wherein the performance of the Board as
a whole was discussed and evaluated. The key areas on
which evaluation was done were attendance, contribution
to deliberations, effective deployment of knowledge and
expertise, providing inputs to the management, taking
care of the stakeholder interests, the working of the Board.
Overall, the performance of Board as a whole and Individual
Directors after taking into consideration the suggestion of

the members of the Board, was found satisfactory.

Update with respect to MVIL during the FY 2023: The

performance evaluation of the Board of MVIL as stipulated
under the Listing Regulations and Section 134 of the Act
read with Rule 8(4) of the Companies (Accounts) Rules,
2014, a formal annual evaluation has been carried out for
evaluating the performance of the Board, the Committees
of the Board and the Individual Directors including the
Independent Directors and the Chairman.

The performance evaluation was carried out by obtaining
feedback from all Directors of MVIL through a confidential
online survey mechanism through Diligent Boards which is a
secured electronic medium through which MVIL interfaces
with its Directors. The Directors were also provided an
option to participate in physical mode. The outcome of this
performance evaluation was placed before Nomination
& Remuneration Committee, Independent Directors''
Committee and the Board in their respective meeting for
the consideration of members.

The review concluded by affirming that the Board
of MVIL as a whole as well as its Chairman, all of its
members, individually and the Committees of the Board
continued to display commitment to good governance
by ensuring a constant improvement of processes and
procedures and contributed their best in overall growth of
the organization.

NOMINATION & REMUNERATION POLICY

As on March 31, 2023, the provisions of Section 134(3)(e)
and 178 of the Act, were not applicable to the Company.

However, post effectiveness of the Scheme, the Company
has approved the Nomination & Remuneration Policy on
July 31, 2023. The said Policy is available on our website at
https://maxestates.in/investors/.

Update with respect to MVIL during the FY 2023: In terms
of the provisions of Section 134(3)(e) and 178 of the Act, the
Board of Directors of MVIL on the recommendation of the
Nomination & Remuneration Committee have put in place a
policy on Director''s appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided

Post effectiveness of the Scheme, the same policy was
adopted by the Company in the Board Meeting held on July
31, 2023 and available on the website at https://maxestates.
in/investors/.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

During the FY 2023, the Company and MVIL has a requisite
policy for the prevention, prohibition and redressal of
Sexual Harassment of Women at the Workplace. This
comprehensive policy ensures gender equality and the right
to work with dignity. The Internal Complaints Committee
(ICC) is in place for redressal of complaints received relating
to sexual harassment. During FY 2023 and till the date of
this report, no complaint pertaining to sexual harassment
was received by ICC.

The requisite policy for the prevention, prohibition and
redressal of Sexual Harassment of Women at the Workplace
is available on the website of the Company at https://
maxestates.in/investors/.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS IN SECURITIES

The details of loans, guarantees and investments of the
Company are provided in Note No. 39 to the Standalone
Financial Statements forming part of this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All transactions entered by the Company during FY 2023
with related parties under the Act were in the ordinary
course of business and on an arm''s length basis. No material
RPTs were entered into during FY 2022-23. Accordingly, the
disclosure of RPTs as required under Section 134(3)(h) of
the Act in Form AOC 2 is not applicable.

The details of all related party transactions are provided
in Note No. 38 to the Standalone Financial Statements
attached to this Report.

The Policy on materiality of related party transactions and
dealing with related party transactions as approved by
the Board may be accessed on the Company''s website at
https://maxestates.in/investors/.

RISK MANAGEMENT

Your Company considers that risk is an integral part of its
business and therefore, it takes proper steps to manage
all risks in a proactive and efficient manner. The Company
management periodically assesses risks in the internal
and external environment and incorporates suitable risk

treatment processes in its strategy, business and operating
plans.

There are no risks which, in the opinion of the Board,
threaten the very existence of your Company. However,
some of the challenges faced by the Company and/or
its key operating subsidiaries have been set out in the
Management Discussion and Analysis Report forming part
of this Annual Report.

VIGIL MECHANISM

As on March 31, 2023, the provisions of vigil mechanism
were not applicable to the Company.

Post effectiveness of the Scheme, the Board of Directors of
the Company at their meeting held on July 31, 2023, adopted
a vigil mechanism framework pursuant to which a Whistle
Blower Policy (''Policy'') has been adopted and the same is
hosted at the Company''s website at https://maxestates.in/
investors/.

It provides opportunity to the directors, stakeholders and
employees to report in good faith about the unethical and
improper practices, fraud or violation of Company''s Code of
Conduct. The Policy also provides for adequate safeguard
against victimization of the whistleblowers using such
mechanism. The Policy also provides for direct access to
the Chairperson of the Audit Committee in exceptional
cases.

Update with respect to MVIL during the FY 2023: During
the FY 2023, MVIL has in place a vigil mechanism pursuant
to which a Whistle Blower Policy (''Policy''). It provides
opportunity to the directors, stakeholders and employees
to report in good faith about the unethical and improper
practices, fraud or violation of Company''s Code of Conduct.
The Policy also provides for adequate safeguard against
victimization of the whistleblowers using such mechanism.
The Policy also provides for direct access to the Chairperson
of the Audit Committee in exceptional cases, and no person
was denied access to the Audit Committee on matters
relating to the Policy during FY 2023.

HUMAN RESOURCES

As on March 31, 2023, the information required under
Section 197(12) of the Act read with Rule 5(1) and Rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 was not applicable to
the Company.

Update with respect to MVIL during the FY 2023: The

information required under Section 197(12) of the Act read
with Rule 5(1) and Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time, is given in ''Annexure-3''

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 for the
Company and MVIL 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 taken or impact on conservation of
energy

Regular efforts are made to conserve the energy
through various means such as use of low energy
consuming lightings, etc.

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

Since your Company is not an energy intensive
unit, utilization of alternate source of energy may
not be feasible.

(iii) Capital investment on energy conservation
equipment: Nil

b) Technology Absorption

Your Company is not engaged in manufacturing
activities therefore, there is no specific information to
be furnished in this regard.

There was no expenditure on Research and
Development during FY 2023.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during FY
2023 are given below:

Total Foreign Exchange earned : NIL

Total Foreign Exchange outgo : INR 160.05 crore (also

includes MVIL foreign exchange outgo)

STATUTORY AUDITORS & AUDITORS'' REPORT

Pursuant to provisions of Section 139 and other applicable
provisions of the Act, M/s. K.K Mankeshwar & Co.,
Chartered Accountants (FRN-106009W) were re-appointed
as Statutory Auditors of the Company for a second tenure
of five years at 6^th AGM held on September 26, 2022 to
hold office till the conclusion of the ensuing 11^th AGM of the
Company to be held in the year 2027 (Financial Year from
2022-23 to 2026-27). During FY 2023, M/s. K.K Mankeshwar
& Co., Chartered Accountants, has tendered the resignation
effective from March 24, 2023.

Further, the Members of the Company at their Extra
Ordinary General Meeting ("EGM") held on March 27, 2023,
appointed M/s. S.R. Batliboi & Co Chartered Accountants
(ICAI Firm Registration No. 301003E/E300005) as the
Statutory Auditors of the Company to fill the casual vacancy
caused by the resignation of K.K. Mankeshwar, till the
conclusion of the ensuing AGM of the Company to be held
in this year 2023, for carrying out the audit for FY 2022-23.

In view of the above, the Board of Directors of the Company
at their meeting held on November 7, 2023 recommended
the re-appointment of M/s. S. R. Batliboi & Co. LLP as
Statutory Auditors of the Company for a further period of
four years commencing from the conclusion of the ensuing
AGM till the conclusion of the 11^th AGM of the Company
to be held in the year 2027 The Company has received a
certificate from M/s. S. R. Batliboi & Co. LLP, to the effect
that they are eligible for appointment as the Statutory
Auditors of the Company in accordance with the provisions
of Section 141 of the Companies Act, 2013.

The Auditors Report annexed with this Annual Report,
does not contain any qualification, reservation or adverse
remarks.

SECRETARIAL AUDITORS AND SECRETARIAL
AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company and MVIL
appointed M/s. Sanjay Grover & Associates, Company
Secretaries to undertake the Secretarial Audit of the
Company and MVIL. The Report of the Secretarial Auditor of
the Company and MVIL has been annexed as ''Annexure-4''
and ''Annexure 4A'' respectively to this Report.

There are no qualifications, reservations, adverse remarks
or disclaimers given by the Secretarial Auditors in their

Report for the year under review and hence, does not call
for any further comments.

Further, Max Towers Private Limited, the material subsidiary
of the Company, has also undergone Secretarial Audit as
per Section 204 of the Act and Regulation 24A of the Listing
Regulations.

Accordingly, the Secretarial Audit Report for the financial
year ended March 31, 2023 of Max Towers Private Limited
issued by M/s Raghav Bansal & Associates, Practicing
Company Secretaries, is attached as Annexure-4B. The
said report is self-explanatory and do not contain any
qualifications, reservations, adverse remarks or disclaimers.

INTERNAL AUDITORS

During FY 2023, M/s. MGC Global Risk Advisory LLP,
Chartered Accountants were appointed as Internal Auditors
of the Company and MVIL.

COST RECORDS

During FY 2023, the Company maintained the cost
records pursuant to the provisions of section 148(1) of the
Companies Act, 2013 and rules made thereunder.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial
controls with reference to Financial Statements. During FY
2023, such controls were tested and no reportable material
weaknesses in the design or operation effectiveness were
observed.

In addition, Statutory Auditors in their report also confirmed
the adequacy and operational effectiveness of its internal
control over financial reporting (as defined in Section 143 of
the Act) as on March 31, 2023.

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

Update with respect to MVIL during the FY 2023: During
FY 2023, The Company had in place adequate internal
financial controls with reference to Financial Statements.
During FY 2023, such controls were tested and no
reportable material weaknesses in the design or operation
effectiveness were observed.

During the year under review, there were no instances of
fraud reported by the auditors to the Audit Committee or

the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

The provision under section 135 of the Act, w.r.t constitution
of CSR Committee and contribution towards CSR activities
were not applicable to the Company. Accordingly, the
requirement for submission of the Corporate Social
Responsibility Report, pursuant to clause (o) of Sub-Section
(3) of Section 134 of the Act and Rule 9 of the Companies
(Corporate Social Responsibility) Rules, 2014 were not
applicable to the Company.

However, post effectiveness of the Scheme, in terms of the
provisions of Section 135 of the Act, read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the
Board of Directors of the company at their meeting held on
July 31, 2023 approved a CSR policy which is available at the
website of the Company at https://maxestates.in/investors/.

Update with respect to MVIL during the FY 2023: The

Annual Report on CSR Activities of the Company for MVIL
for FY 2023 is enclosed as ''Annexure-5'' to this Report,
which is self-explanatory.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

Report In terms of Clause 34(2)(f) of the Listing Regulations,
2015, a Business Responsibility & Sustainability Report, on
various initiatives taken by the Company, is enclosed to this
report as Annexure-6''

PUBLIC DEPOSITS

During FY 2023, the Company and MVIL have not accepted
or renewed any deposits from the public.

COMPLIANCE OF SECRETARIAL STANDARDS

During FY 2023, the Company and MVIL complied with
the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI) pursuant to the
provisions of Section 118 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act and to the best of
their knowledge and belief, and according to the information
and explanation provided to them, your Directors hereby
confirm that:

a. in preparation of the Financial Statements, the

applicable accounting standards have been followed
along with proper explanations relating to material
departures;

b. such accounting policies have been selected and
applied consistently and judgments and estimates
made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
as on March 31, 2023 and of the profit of the Company
for year ended on that date;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for prevention and detection of fraud and other
irregularities;

d. the financial statements have been prepared on going
concern basis;

e. proper internal financial controls were in place and
that such financial controls were adequate and were
operating effectively; and

f. the systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate
and operating effectively

UNCLAIMED SHARES

Post effectiveness of the Scheme, the Company allotted
the equal number of shares appearing under ''Max Ventures
and Industries Limited- Unclaimed Suspense Account"
as well as shares previously held by the shareholders in
physical form in MVIL as on 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 ''

Update with respect to MVIL during the FY 2023:

Pursuant to the provisions of Regulation 39 of the Listing
Regulations, MVIL has transferred the unclaimed equity
shares on July 18, 2017 in the Demat Account titled as ''Max
Ventures and Industries Limited- Unclaimed Suspense
Account'' The equity shares transferred to said Unclaimed
Suspense Account belong to the members who have not
claimed their Share Certificates pertaining to the equity
shares of the Face Value of INR 10/- (Rupees Ten only) each.
The details of equity shares of MVIL held in the Unclaimed
Suspense Account have been provided in the Corporate

Governance Report which forms part of this Annual Report.

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

Please refer to the section of this report tilted "Update on
Composite Scheme of Amalgamation and Arrangement
between Max Ventures & Industries Limited and Max
Estates Limited and their respective shareholders and
creditors".

Except as described above there is no other significant
and material orders passed by the regulators or courts or
tribunals that could impact the going concern status or
company''s operations in future.

OTHER DISCLOSURES

¦ Details of application made or any proceedings
pending under the Insolvency and Bankruptcy
Code, 2016 during the year along with their status
as at the end of the financial year:

During the FY 2023, an insolvency petition was filed
by one Sanjiv Bhayana("Applicant") before NCLT,
Chandigarh, alleging that Max Estates Ltd.("Company")
owed INR 361.08 Lakhs to him on account of brokerage
fee payable by Company for purchase of certain
property. The Company has already responded to
said Insolvency petition by filing an appropriate reply
based on facts and merits of the matter and the claim
of Applicant has been denied on account of lack of any
Contractual obligation to pay any brokerage on part of
Company and further false averments relied upon by
the Applicant have also been refuted by the Company
in course of its reply. Matter is presently pending before
the Hon''ble Tribunal with next date of hearing been
24.11.2023. The Company has been informed by its
counsels that it has a prima facie good chance of being
able to defend itself in the said matter.

¦ The details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from the
Banks or Financial Institutions along with reasons
thereof:

During the year under review, the company has not
entered into any one time settlement with Banks or
Financial Institutions, therefore, there was no reportable
instance of difference in amount of the valuation.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

Your Directors 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.

For and on behalf of the Board of Directors
For MAX ESTATES LIMITED

Sahil Vachani Dinesh Kumar Mittal

November 7, 2023 Managing Director and CEO Independent Director

Noida DIN: 00761695 DIN: 00040000