Max Estates Ltd

Max Estates Ltd — Trading Window Closure from Oct 1, 2026 till the completion of 48 hours after the declaration of the unaudited financial results of the Company for the quarter and half year ending September 30, 2026

Resolutions

• Resolution 1 (Ordinary): Approve material related party transactions for land-owner company securities; promoter interest: none.
• Resolution 2 (Special): Preferential issue of equity shares via share swap; promoter interest: none; votes in favour 99.9488%.

Impact and governance

• All resolutions approved by requisite majorities.
• Promoter group did not participate; no board or KMP changes disclosed.

Resolutions

• Ordinary resolution; approval of material related party transactions in connection with proposed acquisition of securities in land-owning companies
• Special resolution; approval for preferential issue of equity shares as share swap (non-cash consideration)
• Voting outcomes pending; results to be announced within two working days

Meeting Details

• Date and time: September 29, 2026, 10:00 am onwards.
• Nature: One-on-one meetings, physical, in Ahmedabad.
• Event: Non-Deal Roadshow (NDR) with investors.
• Participants: company officials including the Company Secretary & Compliance Officer.
• Purpose: investor interactions based on public information.
• No unpublished price-sensitive information to be shared.

JDA details

• Binding Memorandum of Understanding to pursue a Joint Development Agreement for a ~9.76-acre Ghaziabad land parcel.
• Envisages ~1.5 million sq ft super built-up development and GDV of INR 2,500-3,000 crore.

Conditions and scope

• Deal subject to due diligence, receipt of approvals, and execution of the JDA.
• Capital-light structure with landowner compensated through revenue-sharing.

ESOP allotment and capital update

• Nomination and Remuneration Committee approved allotment of 14,931 equity shares.
• Shares allotted under ESOP 2023 to option holders upon exercise.
• Paid-up capital increased from INR 1,63,56,49,350 to INR 1,63,57,98,660.
• Total outstanding equity shares after allotment: 16,35,79,866 at INR 10 each.
• Event occurred on 11 September 2026 at 17:02 IST.

Resolutions & terms

• Item 1: Ordinary resolution to approve related party transactions for the nine Land Owning Companies.
• Aggregate consideration up to ₹4,20,23,14,295; discharge via share swap at ₹597.50 per share.
• Acquisition includes 11,90,75,820 equity shares and 18,16,11,489 CCDs.
• Land Owning Companies to become wholly owned subsidiaries.
• Related party sellers include MVIHPL, Terra Planet Estates, Analjit Singh, Piya Singh, Tara Vachani, Sahil Vachani.
• Board authorized to finalize documents and satisfy conditions.
• Item 2: Special resolution for preferential issue of up to 70,33,162 Subscription Shares.
• Subscription price ₹597.50; floor price ₹507.20; post-issue capital 17,24,34,432 shares.
• Promoter group and select non-promoters to receive Subscription Shares; no single holder >5%.
• Lock-in: promoter shares 18 months; non-promoter shares 6 months; pre-issue lock-in 90 trading days.
• No cash proceeds; acquisition via share swap.
• Total Subscription Shares 70,33,162; total consideration ₹4,20,23,14,295.

Shareholding impact

• Post-issue paid-up capital will be 17,05,98,097; fully diluted 17,24,34,432.
• Promoter-group stake rises to about 24.4% post-issue for Max Ventures.
• Land Owning Companies become wholly owned subsidiaries of Max Estates.
• Delhi land platform spans 84.7 acres with GDV ₹10,000–12,000 crore.
• Nine Land Owning Companies transfer Acquisition Securities to the Company; no cash.
• Promoter-group and related parties hold Acquisition Securities; structure preserves cash resources.

Funding & governance

• No cash raised; Subscription Shares issued to discharge acquisition.
• Valuation reports and fairness opinion available to Members.
• Acquisition secures 100% ownership of Land Owning Companies.

Target and rationale

• Nine land-owning real estate companies hold ~84.7 acres in Najafgarh, Delhi.
• Max Estates to acquire 100% ownership on a fully diluted basis; entities become wholly-owned subsidiaries.
• Acquisition aligned with MPD-2047 Delhi development plan and land pooling opportunities.

Deal terms and consideration

• Preferential share-swap up to 70,33,162 equity shares at ₹597.50 each.
• Aggregate consideration up to ₹420.23 crore.
• Outstanding CCDs of Land Owning Companies to be transferred.
• Exchange ratios determined by KPMG valuation; fractional entitlements waived.
• Promoter group participates; 24.42% post-issue holding for Max Ventures.

Approvals and timeline

• Subject to shareholder approvals and in-principle stock exchange approvals.
• Extra-ordinary general meeting to seek approval; notice to be issued.
• Completion targeted on or before October 9, 2026.
• Transaction requires approvals from BSE and NSE in addition to statutory approvals.

Target background

• Nine Land Owning Companies engaged in real estate; sector Real Estate in India.
• Delhi platform comprises ~84.7 acres with ~4–6 million sq ft development potential.
• Incorporation years 2004–2008; turnover figures provided for FY24–FY26 per entity.

Deal overview

• Acquire ~84.71-acre land in West Delhi via non-cash share swap, subject to approvals.
• Consideration: ~70 lakh equity shares at INR 597.50, totaling ~INR 420.2 crore.
• Estimated GDV: INR 10,000–12,000 crore over several years.
• Land cost is expected to be <5% of GDV; implied land value ~INR 4.95 crore/acre.
• No cash outflow; preserves balance sheet cash (~INR 1,727 crore as of June 2026).
• Subject to shareholder approval and in-principle approvals from BSE/NSE.