Please find attached the EGM notice.

September 02, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex Dalal Street Bandra (East) Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 544008 SYMBOL: MAXESTATES Sub: Notice convening the Extra-Ordinary General Meeting ('EGM') of Max Estates Limited to be held on Thursday, September 24, 2026 at 12:30 hours (IST) through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) Dear Sir/Madam, This is further to our letter dated August 28, 2026, intimating that the Extra-Ordinary General Meeting of the Company is scheduled to be held on Thursday, September 24, 2026 at 12:30 hours (IST) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the applicable Circulars issued by the Ministry of Corporate Affairs (‘MCA Circulars’), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) and other applicable SEBI circulars. Pursuant to the provisions of Regulation 30 read with Para A of Part A of Schedule III of the SEBI Listing Regulations, please find enclosed the Notice of the EGM along with the Explanatory Statement. The same is also made available on the website of the Company at www.maxestates.in The Company is providing the facility to vote by electronic means, i.e. remote e-voting and e-voting during the EGM, in respect of all the resolutions set out in the Notice of the EGM to Members holding shares as on the cut-off date, i.e. Thursday, September 17, 2026. The remote e-voting period will commence on Monday, September 21, 2026 at 0900 hours. (IST) and will end on Wednesday, September 23, 2026 at 1700 hours. (IST). Detailed instructions for registering/updation of e-mail addresses and for attending / voting at the EGM are provided in the Notice of the EGM. Yours faithfully, For Max Estates Limited Abhishek Mishra Company Secretary & Compliance Officer Encl: a/a Max Estates Limited Corporate Office: Max Towers, L-20, C-001/A/1, Sector-16B, Noida-201301, Uttar Pradesh, India, | P: +91 120-4743222 Regd. Office: Max House 1, Dr. Jha Marg, Okhla Phase 3, Opposite Okhla Railway Station, Okhla Industrial Estate, New Delhi-110020, India Email : secretarial@maxestates.in | Website : www.maxestates.in | CIN: L70200DL2016PLC438718 MAX ESTATES LIMITED CIN: L70200DL2016PLC438718 Registered Office: Max House 1, Dr. Jha Marg, Okhla Phase 3, Opposite Okhla Railway Station, Okhla Industrial Estate, New Delhi-110020, India Corporate Office: Max Towers, L-20, C-001/A/1, Sector – 16B, Gautam Buddha Nagar, Noida - 201301, Uttar Pradesh, India Tel: +91 120 474 3222; Website: www.maxestates.in; Email: secretarial@maxestates.in NOTICE OF EXTRA-ORDINARY GENERAL MEETING NOTICE is hereby given that an Extra-Ordinary General Meeting (“EGM”) of the Members of Max Estates Limited (“the Company”) will be held on Thursday, September 24, 2026, at 1230 hours (IST) through video conferencing (“VC”) / other audio visual means (“OAVM”), to transact the following special business: SPECIAL BUSINESS ITEM NO. 1 APPROVAL OF MATERIAL RELATED PARTY TRANSACTIONS IN CONNECTION WITH THE PROPOSED ACQUISITION OF THE SECURITIES HELD IN THE LAND OWNING COMPANIES To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), read with the applicable circulars, Industry Standards on Related Party Transactions, the Company’s Policy on Related Party Transactions and other applicable provisions of law, if any, and pursuant to the approval and recommendation of the Audit Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded to Max Estates Limited (“Company”) to consummate and give effect to the related party transactions forming part of the proposed acquisition by the Company of the entire ownership interest, on a fully diluted basis, in the nine land owning companies identified in the Explanatory Statement to this resolution (“Land Owning Companies”), comprising their entire equity share capital together with all outstanding compulsorily convertible debentures (“CCDs”), wherever applicable (“Proposed Acquisition”). RESOLVED FURTHER THAT pursuant to the Proposed Acquisition, approval of the Members be and is hereby accorded for the acquisition by the Company of the securities held in the Land Owning Companies by: (i) Max Ventures Investment Holdings Private Limited, (ii) Terra Planet Estates Private Limited, (iii) Mr. Analjit Singh, (iv) Ms. Piya Singh, (v) Mrs. Tara Singh Vachani and (vi) Mr. Sahil Vachani, being related parties of the Company (collectively, the “Related Party Sellers”), for an aggregate consideration not exceeding ₹3,79,11,51,242.50 (Rupees Three Hundred Seventy-Nine Crore Eleven Lakh Fifty-One Thousand Two Hundred Forty-Two and Fifty Paise only), to be discharged through the issue and allotment of equity shares of the Company at an issue price of ₹597.50 (Rupees Five Hundred Ninety-Seven and Fifty Paise only) per equity share, in accordance with the applicable share-exchange ratios and on the terms and conditions more particularly set out in the Explanatory Statement to this resolution, such share-exchange ratios being supported by the valuation report dated August 28, 2026 issued by KPMG Valuation Services LLP, Registered Valuer Entity (IBBI Registration No. IBBI/RV-E/06/2020/115), and the fairness opinion dated August 28, 2026 issued by Motilal Oswal Investment Advisors Limited, a SEBI-registered Category I Merchant Banker, on the valuation and the share-exchange ratios, as part of one single, composite and integrated Proposed Acquisition. RESOLVED FURTHER THAT the aforesaid shall form an integral part of one single, composite and integrated Proposed Acquisition, involving the acquisition by the Company of the entire ownership interest, on a fully diluted basis, comprising of equity shares together with the outstanding CCDs, wherever applicable, in the Land-Owning Companies, for an aggregate consideration of up to ₹4,20,23,14,295 (Rupees Four Hundred Twenty Crore Twenty-Three Lakh Fourteen Thousand Two Hundred and Ninety-Five only), with such consideration being discharged through the issue and allotment of equity shares of the Company on a preferential basis, for consideration other than cash, subject to the approval sought under Item No. 2 of this Notice and the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time. RESOLVED FURTHER THAT the Board of Directors of the Company (the term ‘Board of Directors’ includes any Committee of the Board constituted to exercise such powers including the powers conferred by this resolution or any person authorized by the Board or its committee for such purpose) be and is hereby authorised to finalise and give effect to the aforesaid related party transactions within the limits approved by the Members, to execute, amend, supplement and deliver the transaction documents, deeds, writings, applications, declarations and other documents, to satisfy or waive conditions in accordance with the transaction documents, to obtain requisite statutory, regulatory, contractual or other approvals and to do all such acts, deeds, matters and things as may be necessary, proper, desirable or expedient for giving effect to this resolution and the Proposed Acquisition; provided that any such amendment, modification or waiver shall not result in any material change to the issue price, share-exchange ratios, Proposed Allottees, maximum consideration or the [Showing first 8,000 characters — download PDF for full document]