Key Transaction Details

Proposed Acquisition

  • Max Estates Limited will acquire 100% ownership interest (on fully diluted basis) in nine Land Owning Companies:

1. Trophy Estates Private Limited

2. TVP Investments Private Limited

3. Hometrail Properties Private Limited

4. TR Asset Ventures Private Limited

5. Wegmans Business Park Private Limited

6. Seven Heaven Buildmart Private Limited

7. Vitasta Estates Private Limited

8. Trophy Resorts & Guest Houses Private Limited

9. Synergy Infracon Private Limited

  • These companies collectively hold approximately 84.7-acre land platform situated in Sector 3, Najafgarh, Delhi
  • Upon completion, each Land Owning Company will become a wholly-owned subsidiary of Max Estates Limited

Consideration Structure

  • Total consideration: ₹4,20,23,14,295 (Rupees Four Hundred Twenty Crore Twenty-Three Lakh Fourteen Thousand Two Hundred and Ninety-Five only)
  • Discharged through preferential issue of up to 70,33,162 (Seventy Lakh Thirty-Three Thousand One Hundred and Sixty-Two) equity shares
  • Issue price: ₹597.50 per equity share (face value ₹10 each)
  • Mode: Consideration other than cash by way of share swap

Share Exchange Ratios

The share exchange ratios, as determined by KPMG Valuation Services LLP, are:

  • Trophy Estates Private Limited: 0.009
  • TVP Investments Private Limited: 0.042
  • Hometrail Properties Private Limited: 0.020
  • TR Asset Ventures Private Limited: 0.031
  • Wegmans Business Park Private Limited: 39.713
  • Seven Heaven Buildmart Private Limited: 0.007
  • Vitasta Estates Private Limited: 0.029
  • Trophy Resorts & Guest Houses Private Limited: 0.024
  • Synergy Infracon Private Limited: 0.042

Valuation Support

  • Valuation report dated August 28, 2026 by KPMG Valuation Services LLP (IBBI Registration No. IBBI/RV-E/06/2020/115)
  • Fairness opinion dated August 28, 2026 by Motilal Oswal Investment Advisors Limited (SEBI-registered Category I Merchant Banker)
  • Land valuation: ₹4.95 crore per acre based on reports from Cushman & Wakefield India Private Limited (August 27, 2026) and iVAS Partners (August 28, 2026)
  • Floor-price certificate issued by Neeraj Arora & Associates under Regulation 164(1) of SEBI ICDR Regulations

Related Party Nature

Seven of the nine Land Owning Companies form part of the Promoter Group of Max Estates Limited and are deemed related parties under Regulation 2(1)(zb) of SEBI Listing Regulations. Synergy Infracon Private Limited is also a related party under Section 2(76)(iv) of Companies Act, 2013 since Mr. Analjit Singh and Mr. Sahil Vachani, Directors of Max Estates, are members/shareholders.

Strategic Rationale

  • Acquisition aligns with opportunities arising from Master Plan for Delhi 2047 (MPD-2047) notified by Central Government on August 20, 2026
  • Land pooling framework enables integrated planning of roads, infrastructure and organized development
  • Provides approximately 4-6 million sq. ft. of development potential
  • Strengthens company's long-term development pipeline in Delhi alongside existing Noida and Gurugram markets
  • Offers flexibility for phased development over multiple project cycles

Regulatory Approvals Required

  • Shareholder approval through Extra-Ordinary General Meeting proposed for September 24, 2026
  • In-principle approvals from BSE Limited and National Stock Exchange of India Limited
  • Other regulatory, statutory approvals as required under applicable laws

Timeline

Tentative completion expected on or before October 9, 2026, subject to receipt of all requisite approvals.

Capital Structure Impact

  • Pre-issue paid-up equity share capital: 16,35,64,935 equity shares
  • Post-issue paid-up equity share capital: 17,05,98,097 equity shares (assuming full allotment)
  • Dilution: 4.30% increase in share capital

Proposed Allottees

The 70,33,162 equity shares will be allotted to:

1. Max Ventures Investment Holdings Private Limited

2. Terra Planet Estates Private Limited

3. Bhai Gian Chand Sunder Dai Charitable Trust

4. Bhai Gian Chand Mohan Singh Trust

5. Mr. Bharat Sahgal

6. Mr. Ashok Seth

7. Mr. Rajesh Sud

8. Mr. Rajit Mehta and Mrs. Sadhna Mehta (jointly)

9. Ms. Piya Singh

10. Mrs. Tara Singh Vachani

11. Mr. Sahil Vachani

12. Mr. Surendra Kaul

13. Mr. Analjit Singh

14. Mrs. Anita M. Gupta

Shareholding Changes

Key post-allotment changes include:

  • Max Ventures Investment Holdings: Increases from 21.89% to 24.42%
  • Mr. Analjit Singh: Increases from 0.27% to 0.26%
  • Several new shareholders entering with minor stakes (0.00% to 0.29%)

Land Owning Company Details

All nine companies are in real estate business with registered office at 1 Southend Lane, Nirman Vihar, New Delhi - 110011. Their incorporation dates range from 2004 to 2008, with turnover details provided for FY24-FY26.

Fractional Entitlements

Certain shareholders voluntarily waived fractional entitlements to equity shares. No equity shares or cash consideration will be issued for these fractional entitlements.

Board Meeting Details

  • Commenced: 17:00 hrs
  • Concluded: 21:30 hrs
  • Date: August 28, 2026