NSEOutcome of Board Meeting1d ago · 29 Aug 2026, 12:02 am

Outcome of Board Meeting

Max Estates Limited · MAXESTATES

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Max Estates Limited has informed the Exchange regarding Outcome of Board Meeting held on August 28, 2026, where the Board approved the acquisition of entire ownership interest in Land Owning Companies, creation of up to 70,33,162 equity shares through a preferential issue, and convening an extra-ordinary general meeting for seeking approval of the transaction.

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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk6/10
Balance Sheet Risk4/10
Liquidity Impact9/10
Market Sentiment5/10

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Full Announcement

Max Estates Limited has informed the Exchange regarding Outcome of Board Meeting held on August 28, 2026.

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MEL_29082026000200_MEL_Outcome_28082026_Final.pdf

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August 28, 2026 BSE Limited The 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: Intimation of outcome of the Board Meeting under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dear Sir/Madam, Further to our intimation dated August 25, 2026 and pursuant to Regulation 30 read with Schedule III and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) read along with SEBI Master Circular bearing reference number HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“SEBI Disclosure Master Circular”), we wish to inform you that the Board of Directors of the Company, at its meeting held today, i.e., August 28, 2026, has, inter-alia, considered and approved the following as part of a single, integrated and composite transaction: a) Acquisition by Max Estates Limited (the “Company”) of the entire ownership interest (comprising all their equity shares together with all outstanding compulsorily convertible debentures (“CCDs”), wherever applicable), on a fully diluted basis, in: (i) Trophy Estates Private Limited; (ii) TVP Investments Private Limited; (iii) Hometrail Properties Private Limited; (iv) TR Asset Ventures Private Limited; (v) Wegmans Business Park Private Limited; (vi) Seven Heaven Buildmart Private Limited; (vii) Vitasta Estates Private Limited; (viii) Trophy Resorts & Guest Houses Private Limited; and (ix) Synergy Infracon Private Limited (collectively, the “Land Owning Companies”), which collectively hold an approximately 84.7-acre land platform situated in Sector 3, Najafgarh, Delhi, (“Proposed Acquisition”). Upon completion of the Proposed Acquisition, each Land Owning Company will become a wholly-owned subsidiary of the Company. The requisite disclosure under Regulation 30 of the SEBI Listing Regulations read along with the SEBI Disclosure Master Circular in relation to the Proposed Acquisition is set out at “Annexure b) For discharge of the consideration for the Proposed Acquisition, the Board approved the creation, offer, issue and allotment, on a preferential basis, for consideration other than cash by way of a share swap (the “Preferential Issue - for consideration other than cash”), of up to 70,33,162 (Seventy Lakh Thirty-Three Thousand One Hundred and Sixty-Two) fully paid-up equity shares of face value ₹10 (Rupees Ten only) each of the Company at an issue price of ₹597.50 (Rupees Five Hundred Ninety-Seven and Paise Fifty only) per equity share, being not less than the price determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), aggregating up to ₹4,20,23,14,295/- (Rupees Four Hundred Twenty Crore Twenty-Three Lakh Fourteen Thousand Two Hundred and Ninety-Five only), to the identified proposed allottees specified in Annexure B, in accordance with the applicable share-exchange ratios determined for the respective Land Owning Companies on a fully diluted basis. The share-exchange ratios are supported by the valuation report dated August 28, 2026, 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 issued by KPMG Valuation Services LLP, a Registered Valuer Entity (bearing IBBI Registration No. IBBI/RV-E/06/2020/115), and a fairness opinion dated August 28, 2026 on the valuation and the share-exchange ratios has been issued by Motilal Oswal Investment Advisors Limited, a SEBI-registered Category I Merchant Banker. The underlying land has been valued at ₹4.95 crore per acre based on separate land valuation reports dated August 27, 2026, issued by Cushman & Wakefield India Private Limited, and August 28, 2026, issued by iVAS Partners, acting as independent land valuers. For the purpose of the Preferential Issue (for consideration other than cash), August 25, 2026 is the “Relevant Date” in terms of Regulation 161 of the SEBI ICDR Regulations, being 30 (thirty) days prior to the date of the Extra-Ordinary General Meeting proposed to be held on September 24, 2026. The requisite disclosure under Regulation 30 of the SEBI Listing Regulations, read with the SEBI Disclosure Master Circular, in relation to the Preferential Issue (for consideration other than cash) is set out at “Annexure B”. c) Execution of the Share Purchase and Share Subscription Agreement (“SPSSA”) required for implementation of the proposed transaction with the their respective shareholders and holders of CCDs, wherever applicable of the Land Owning Companies. The requisite disclosure under Regulation 30 of the SEBI Listing Regulations, read with the SEBI Disclosure Master Circular, in relation to the SPSSA is set out at “Annexure A” as well. d) The Board also approved convening an extra-ordinary general meeting of the Members for seeking their approval of the aforesaid transaction and approved the draft Notice together with the Explanatory Statement. The Notice convening the Extra-Ordinary General Meeting will be sent to the Members in due course. e) The Proposed Acquisition and the Preferential Issue (for consideration other than cash) are subject to approval of the Members of the Company, receipt of the requisite in- principle approvals from BSE Limited and the National Stock Exchange of India Limited (collectively “Stock Exchanges”) before allotment, and such other regulatory, statutory or other approvals as may be required under applicable laws. The Board Meeting commenced at 17:00 hrs and concluded at 21:30 hrs. The above intimation shall also be made available on the website of the Company at www.maxestates.in. You are requested to take the aforesaid on record. Yours faithfully, For Max Estates Limited Abhishek Mishra Company Secretary & Compliance Officer 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 Annexure-A Details of the Proposed Acquisition pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations and the SEBI Master Disclosure Circular: S. Particulars Details 1 Name of the target entity, Please refer to the “Note” immediately below this details in brief such as Annexure for details of each of the nine Land-Owning size, turnover etc. Companies. 2 Whether the acquisition Trophy Estates Private Limited, TVP Investments Private would fall within related Limited, Hometrail Properties Private Limited, TR Asset party transaction(s) and Ventures Private Limited, Wegmans Business Park Private whether the promoter/ Limited, Seven Heaven Buildmart Private Limited, Vitasta promoter group/ group Estates Private Limited and Trophy Resorts & Guest companies have any Houses Private Limited form part of the Promoter Group interest in the entity being of the Company and, accordingly, are deemed to be acquired? If yes, nature of related parties of the Company in terms of Regulation interest and details 2(1)(zb) of the SEBI Listing Regulations. thereof and whether the same is done at “arm’s Synergy Infracon Private Limited is also a related party of length” the Company in terms of Section 2(76)(iv) of the Companies Act, 2013, read with Regulati [Showing first 8,000 characters — download PDF for full document]