Dear Members,
Your directors are pleased to present the 9th 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:
Pin lakhs)
|
Standalone |
Consolidated |
Particulars |
FY2025 |
FY2024 |
FY2025 |
FY2024 |
Income |
|
|
|
|
Revenue from Operations |
4,109.86 |
2,937.36 |
16,048.76 |
9,294.37 |
Other Income |
36,595.28 |
4,699.76 |
8,918.50 |
2,732.64 |
Total Income |
40,705.14 |
7,637.12 |
24,967.26 |
12,027.01 |
Expenses |
|
|
|
|
Cost of land, plots development rights, constructed properties and
others |
- |
- |
267.75 |
- |
Change in inventories of constructed properties |
186.75 |
- |
186.75 |
- |
Employee benefits expenses |
2,212.00 |
1,644.21 |
1,763.18 |
1,227.96 |
Finance costs |
884.60 |
1,411.07 |
6,186.76 |
4,298.60 |
Depreciation and amortization expense |
695.92 |
525.96 |
3,409.66 |
2,540.23 |
Other expenses |
2,824.79 |
2,291.63 |
9,391.24* |
6,289.18* |
Total Expenses |
6,804.06 |
5,872.87 |
21,205.34 |
14,355.97 |
Profit/(Loss) before exception items and tax |
33,901.08 |
1,764.25 |
3,761.92 |
(2,328.96) |
Exceptional items |
- |
- |
- |
(4,445.06) |
Profit/(Loss) before tax |
33,901.08 |
1,764.25 |
3,761.92 |
(6,774.02) |
Tax expense/(credit) |
5,810.94 |
(567.78) |
1,118.91 |
(1,261.58) |
Profit/(Loss) after Tax |
28,090.14 |
2,332.03 |
2,643.01 |
(5,512.44) |
Other comprehensive income/(loss) |
4.08 |
(9.65) |
2.88 |
(11.83) |
Total other comprehensive income for the year |
28,094.22 |
2,322.38 |
2,645.89 |
(5,524.27) |
Attributable to: |
|
|
|
|
Shareholders of the Company |
|
|
4,083.88 |
(4,228.13) |
Non-controlling interest |
|
|
(1,437.99) |
(1,296.14) |
*includes advertisement & sales promotion and facility management services.
Your 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.
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.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As of March 31, 2025, the following were the details of the Subsidiary/Joint
Ventures/Associate Companies of the Company:
S. No. |
Name of Subsidiary Company |
Status |
1. |
Max Towers Private Limited * |
Material Subsidiary |
2. |
Max Square Limited |
Material Subsidiary |
3. |
Acreage Builders Private Limited |
Material Subsidiary |
4. |
Pharmax Corporation Limited * |
Material Subsidiary |
5. |
Max Asset Services Limited |
Material Wholly-Owned Subsidiary |
6. |
Max Estates 128 Private Limited |
Wholly-Owned Subsidiary |
7. |
Max Estates Gurgaon Limited |
Wholly-Owned Subsidiary |
8. |
Max I. Limited |
Wholly-Owned Subsidiary |
9. |
Max Estates Gurgaon Two Limited |
Wholly-Owned Subsidiary |
10. |
Max Estates Noida Private Limited (formerly Astiki Realty Pvt. Ltd.) |
i # Subsidiary |
*Ceased to be wholly owned subsidiary w.e.f. September 24, 2024. #Ceased to be wholly
owned subsidiary w.e.f. March 20, 2025.
There were no associates or joint ventures of the Company during FY2025.
Form AOC-1, containing the salient features of the financial statements of the
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 NonExecutive Independent Director for a term of 5 years, effective from May
22, 2024, and shareholders of the company approved her appointment on July 19, 2024. The
Board of Directors evaluated and opined that her integrity, expertise, and experience
(including proficiency) are satisfactory.
(iii) Ms. Jillian Leigh Moo-Young (DIN:10545257) was reappointed an Alternate Director
of the Company for Mr. Anthony Ramsey Malloy (DIN: 10545256), Non-Executive Director of
the Company w.e.f. February 17 ,2025. Ms. Jillian Leigh Moo-Young had vacated her office
as Alternate Director in view of Mr. Anthony Ramsey Malloy having visited India to attend
the Board meeting held on February 17, 2025.
(iv) Ms. Ira Gupta (DIN: 07517101) was appointed as an Additional Director in the
capacity of a NonExecutive Independent Director for a term of 5 years, effective from
March 27, 2025, subject to the approval of shareholders of the Company. The Board of
Directors evaluated and opined that her integrity, expertise, and experience (including
proficiency) are satisfactory.
In terms of Section 152 of the Act and the Articles of Association of the Company, Mr.
Atul B. Lall shall retire by rotation at the ensuing Annual General Meeting (AGM) of the
Company. Being eligible, he has offered himself for re-appointment at the ensuing AGM. A
brief profile of Mr. Atul B. Lall shall form part of the Notice convening the AGM of the
Company.
As of the date of this Report, Mr. Sahil Vachani, ViceChairman and Managing Director,
Mr. Nitin Kumar, Chief Financial Officer, and Mr. Abhishek Mishra, Company Secretary, are
the Key Managerial Personnel of the Company.
BOARD MEETINGS
During FY2025, 10 (Ten) meetings of the Board of Directors were held. The details of
Board Meetings and the attendance of Directors have been provided in the Corporate
Governance Report, which is being part of this Annual Report.
DISCLOSURE ABOUT THE RECEIPT OF THE COMMISSION
In terms of Section 197(14) of the Act and rules made there under, no director has
received any commission from the company or its subsidiary company, thus the said
provision is not applicable on the Company for the financial year ended March 31, 2025.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
In accordance with Section 149(6) of the Act, and Regulation 25 of the Listing
Regulations, all Independent Directors have given declaration that they meet the criteria
of independence with relevant integrity, expertise, experience and proficiency as provided
under Section 149, read with Schedule IV of the Act and Regulation 16 of the Listing
Regulations and have also given declaration for compliance of inclusion of name in the
data bank, being maintained with ‘Indian Institute of Corporate Affairs' as provided
under the Act read with applicable rules made thereunder.
COMMITTEES OF THE BOARD OF DIRECTORS
As of March 31, 2025, the Company has 6 (Six) Board- level Committees, which have been
established in compliance with the requirements of the business and relevant provisions of
applicable laws and statutes:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Risk Management Committee;
5. Investment and Finance Committee; and
6. Corporate Social Responsibility and Sustainability Committee;
A detailed note on the composition of the Board and its Committees, governance of
committees including its terms of reference, number of committee meetings held during the
FY2025 and attendance of the members, is provided in the Report of Corporate Governance
forming part of this Integrated Annual Report.
During FY2025, all the recommendations made by Board committees were accepted by the
Board.
NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Act, and Listing Regulations,
the Company has in place Nomination and Remuneration Policy. The Policy sets out the
criteria for appointment, qualifications, positive attributes, independence of Directors,
and framework for performance evaluation and remuneration of Directors and Key Managerial
Personnel. The Policy is available on the 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 wellbeing of our employees and partners.
Strategic HR Priorities & Initiatives Leadership Development
? Through the MEL NEXT Leadership Program (Cohort 2), we built future-ready leaders
with structured development and hands-on mentorship.
? Pan-MEL Learning Charter delivered targeted growth opportunities for both leadership
and functional teams.
? The Young Business Leaders Program (YBLP) grew to strengthen our early-career
leadership talent.
? Consistently reviewed and realigned our organisation structure and capabilities
aligned with our long term business priorities.
Talent Acquisition & Experience
? We improved our recruitment capabilities, minimising time-to-hire and onboarding
high-impact talent across Design, Operations, Finance, and Land Acquisition.
? We delivered a digital-led onboarding experience, helping new hires feel welcomed,
connected and ready to go from Day 1.
Performance & Career Growth
? PEP 3.0 nurtured a development-led performance culture.
? Our 360-Degree Feedback process helps leaders grow and provides clear pathways for
career progression.
? Individual Development Plan (IDP) supported our 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 wellbeing and peace of mind of our
workers, extends to their accommodation, care, amenities, and daily needs.
The Road Ahead
As we move to FY2026, we will continue to strengthen our focus on leadership, digital
HR, employee well-being, and creation of an even more inclusive high-performance culture.
We want our employees to feel heard and valued. After all, they are our greatest
competitive advantage.
"At Max Estates, we believe thriving people build thriving businesses. Through
WorkWell and LiveWell philosophy, we remain committed to nurturing growth, excellence, and
well-being for our employees, customers, and communities alike.”
Please refer chapter on ‘Human Capital' of the Integrated Report for detailed
analysis.
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5 (1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(‘Rules'), is annexed as
Annexure - 2 and forms an integral part of this Report. As per second proviso to
Section 136 (1) of the Act and second proviso of Rule 5 of the Rules, the Report and
Financial Statements are being sent to the members of the Company excluding the statement
of particulars of employees under Rule 5 (2) & (3) of the Rules. The said Statement is
also open for inspection. Any member interested in obtaining a copy of the said statement
may write to the Company Secretary at the Registered Office of your Company or at the
email address at secretarial^ maxestates.in.
LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES
The details of loans given, guarantees provided, and investments made by the Company,
as required under Section 186 of the Act, are provided in Note No. 39 to the standalone
financial statements of the Company, forming part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
In accordance with Regulation 34 of the Listing Regulations, the Management Discussion
& Analysis Report, covering the performance of the Company and its subsidiaries, forms
part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR POLICY)
During FY2025, the provisions of Section 135 of the Act, relating to Corporate Social
Responsibility were applicable to the Company.
A brief outline of the 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 7th Annual General Meeting held in
the year 2023 until the conclusion of the 11th Annual General Meeting of the
Company to be held in year 2027.
There are no audit qualifications, reservations, disclaimers, adverse remarks, or
reports of fraud in the Statutory Auditors' Report given by S. R. Batliboi & Co. LLP
for FY2025, which is annexed to this Annual Report.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act, the Company appointed M/s. Sanjay Grover &
Associates, Practicing Company Secretaries (Firm Registration No.: P2001DE052900), New
Delhi, as its Secretarial Auditors to conduct the secretarial audit of the Company for
FY2025. The Report of the Secretarial Auditor for FY2025 is annexed to this report as
‘Annexure 4'.
There are no audit qualifications, reservations, disclaimers, or adverse remarks in the
said Secretarial Audit Report.
Furthermore, Max Square Limited, Pharmax Corporation Limited, Max Asset Services
Limited, Max Towers Private Limited, and Acreage Builders Private Limited, the material
subsidiaries of the Company, underwent a Secretarial Audit for the year ended March 31,
2025.
The Secretarial Audit Reports issued by the Secretarial Auditors of the material
subsidiary companies are enclosed as ‘Annexure-4A - 4E'. There are no audit
qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial
Audit Reports of the material subsidiary companies.
INTERNAL AUDITORS
The Company follows a robust Internal Audit process, with audits conducted regularly
throughout the year according to the approved audit plan. For FY2025, M/s Deloitte Haskins
& Sells was appointed as the Internal Auditors to conduct the Internal Audit.
COST RECORDS
The Company has maintained cost records in accordance with the rules prescribed by the
Central Government under Section 148(1) of the Act.
REPORTING OF FRAUDS BY AUDITORS
During FY2025, the Statutory Auditors and Secretarial Auditors of the Company did not
report any instances of fraud committed against the Company by its officers or employees
to the Audit Committee under Section 143(12) of the Act.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls in place. During FY2025, these
controls were tested, and no reportable material weaknesses in design or operation were
observed. The Management reviewed and tested the key risk-based controls to ensure
operational effectiveness and compliance during the year.
RISK MANAGEMENT
The Company considers risk management an integral part of its business operations and
follows a proactive approach to identify, assess and mitigate risks. Your company has in
place the Risk Management Committee to identify the risks impacting the business and
formulate strategies and policies for risk mitigation. Further, a central cross-functional
team maintains the ‘Risk Register', which is a framework used to identify and assess
key risks, risk probability, risk impact, risk horizon and formulate mitigation strategies
in consultation with process owners.
In the ‘Risk Register', the value chain has been split into seven risk categories:
Business, Regulatory, Capital, Macroeconomic, People, Technology and Brand. Each risk is
classified into one of these categories. The Risk Register is updated quarterly by the
respective process owners, and risk movements are tracked and recorded to strengthen the
culture of risk awareness across the organisation.
There are no risks that, in the opinion of the Board, threaten the existence of the
Company.
Please refer paragraph on Risk Management of the Integrated Report for detailed
analysis.
VIGIL MECHANISM
The Company has in place the vigil mechanism The Policy ensures that strict
confidentiality is maintained while dealing with concerns raised and that no
discrimination is made against any person for a genuinely raised concern about any
unethical or improper practices, fraud, or violation of the Company's Code of Conduct.
However, during FY2025, the Company entered into related party transactions that
qualified as material under Regulation 23 of the Listing Regulations, and necessary
approvals were taken from the shareholders where applicable.
The details of all the related party transactions form part of Note No. 38 to the
standalone financial statements attached to this Annual Report.
The Policy on materiality of related party transactions and dealing with related party
transactions, as approved by the Board, is available on the 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;
The Company has in place the following digital technologies:
? SAP - for entire enterprise resource planning: SAP is adopted as a core Integrated
ERP system for Procurement, Financial Data Processing, Planning, Sales, Leasing,
Budgeting, etc.
? Salesforce - to manage leads and entire sales/ leasing process: being used to manage
leads, opportunities, and the entire end-to-end sales and leasing process.
? Ozontel - to manage Leasing, pre-sales and funnelling leads, and manage business
interactions with customers.
? Reloy - Customer experience application.
? Teamlease: to track legal and operational compliance.
? ZOHO HRMS: to manage HR operations
? SharePoint Document Management System: to organize and manage documents.
(ii) Benefits derived like product improvement, cost reduction, product development or
import substitution; The Benefits derived from technology absorption are as follows:
At a broader level, opting cloud model for whole Digital transformation and moving IT
operations on standard platforms considering the overall organizational growth and volume
with virtually zero business application system outage has derived the following benefits
from technology absorption:
In the opinion of the Board, the existing internal control framework is adequate and
commensurate with the size and nature of the 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'.
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.
? Use of Heat Recovery mechanism to retract the temperature from exhaust air; and
? Use of advanced logic controls in Building Management Systems to save energy.
(ii) the steps taken by the Company for using alternate sources of energy:
Installation of rooftop solar to increase renewable energy generation and consumption
(iii) Capital investment on energy
conservation equipment:
Not Applicable
b) Technology Absorption
(i) Efforts made towards technology absorption:
The Company had taken initiatives towards digital journey implementing Factech, SAP
Ariba (Bid Management), MSP (Project Scheduling) and ACC (Autodesk Construction Cloud).
? Process efficiency, cost optimisation, and use of international best practices.
? Centralised data processing for core functions such as finance, sales & leasing,
procurement.
? Data security, cross functional integrated controls, and Improved compliance
management.
? Systems Integration and automation enablement for faster data processing without
manual intervention.
? Near real time facilitation of Reports, Dashboards & MIS.
? Improved customer and
supplier management.
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year): Not Applicable
(iv) The expenditure incurred on Research and Development; Not Applicable
c) Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during FY2025 are given below:
Total Foreign Exchange earned : Nil
Total Foreign Exchange used : ^6.23 crores
ANNUAL RETURN
Pursuant to Section 92(3) of the Act, and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the annual return of the Company for FY2023-24 is available
on the 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.
CAUTIONARY STATEMENT
ACKNOWLEDGEMENTS
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.
Your Directors would like to place on record their sincere appreciation for the
continued co-operation and contribution made by its management and employees towards the
growth of the Company. Your Directors acknowledge with thanks the co-operation and
assistance received from various agencies of the Central and State Governments, local
authorities, Financial Institutions and Banks, valued Customers, Suppliers, Vendors,
Shareholders and all other business associates.
On behalf of the Board of Directors Max Estates Limited
|
|
Max Estates Limited |
|
Sahil Vachani |
Dinesh Kumar Mittal |
May 22, 2025 |
Vice Chairman and Managing Director |
Independent Director |
Noida |
DIN:00761695 |
DIN: 00040000 |
