Max Estates Limited

Key Quantitative Figures

  • Total Acquisition Consideration: ₹4,20,23,14,295 (Four Hundred Twenty Crore Twenty-Three Lakh Fourteen Thousand Two Hundred Ninety-Five)
  • Related Party Transaction Value: ₹3,79,11,51,242.50 (Three Hundred Seventy-Nine Crore Eleven Lakh Fifty-One Thousand Two Hundred Forty-Two and Fifty Paise)
  • Number of Shares to be Issued: 70,33,162 (Seventy Lakh Thirty-Three Thousand One Hundred Sixty-Two) equity shares
  • Issue Price per Share: ₹597.50 (including securities premium of ₹587.50 per share)
  • Land Area Acquired: 84.70 acres across nine land-owning companies
  • Estimated Development Potential: 4-6 million sq. ft.
  • Estimated GDV Opportunity: ₹10,000-12,000 crore

Dates of Action

  • EGM Date: September 24, 2026 at 12:30 hours (IST)
  • Cut-off Date for Voting: September 17, 2026
  • Remote e-Voting Period: September 21, 2026 (0900 hours) to September 23, 2026 (1700 hours)
  • Relevant Date for Pricing: August 25, 2026
  • Board Approval Date: August 28, 2026

Parties Involved

Acquisition Targets (Land Owning Companies):

1. Trophy Estates Private Limited (6.60 acres)

2. TVP Investments Private Limited (15.50 acres)

3. Hometrail Properties Private Limited (2.47 acres)

4. TR Asset Ventures Private Limited (4.80 acres)

5. Wegmans Business Park Private Limited (10.50 acres)

6. Seven Heaven Buildmart Private Limited (6.60 acres)

7. Vitasta Estates Private Limited (16.80 acres)

8. Trophy Resorts & Guest Houses Private Limited (17.60 acres)

9. Synergy Infracon Private Limited (3.83 acres)

Related Party Sellers:

  • Max Ventures Investment Holdings Private Limited (Promoter)
  • Terra Planet Estates Private Limited (Promoter Group)
  • Mr. Analjit Singh (Promoter)
  • Ms. Piya Singh (Promoter)
  • Mrs. Tara Singh Vachani (Promoter)
  • Mr. Sahil Vachani (Promoter)

Other Proposed Allottees:

  • Mr. Surendra Kaul
  • Bhai Gian Chand Sunder Dai Charitable Trust
  • Bhai Gian Chand Mohan Singh Trust
  • Mr. Bharat Sahgal
  • Mr. Ashok Seth
  • Mr. Rajesh Sud
  • Mr. Rajit Mehta jointly with Mrs. Sadhna Mehta
  • Mrs. Anita M. Gupta

Professional Advisors:

  • KPMG Valuation Services LLP (Independent Registered Valuer)
  • Motilal Oswal Investment Advisors Limited (SEBI-registered Category I Merchant Banker)
  • Cushman & Wakefield India Private Limited (Land Valuer)
  • iVAS Partners (Land Valuer)
  • Neeraj Arora & Associates (Practicing Company Secretaries)

Purpose and Rationale

The proposed acquisition aims to consolidate an approximately 84.7-acre land platform in Sector 3, Najafgarh, Delhi, aligned with the Master Plan for Delhi-2047 and the Company's strategy to expand its development footprint in Delhi-NCR. The acquisition provides a substantial long-term development opportunity with estimated potential of 4-6 million sq. ft. and gross development value of ₹10,000-12,000 crore over the next few years.

Financial and Operational Impact

  • Capital Structure Impact: Paid-up equity share capital will increase by ₹7,03,31,620; securities premium account will increase by ₹4,13,19,82,675
  • Dilution: Subscription Shares will constitute approximately 4.08% of post-issue fully diluted share capital
  • Cash Flow Implications: No cash outflow; entire consideration discharged through share swap
  • Post-acquisition Structure: Each Land Owning Company will become a wholly-owned subsidiary of Max Estates Limited

Lock-in Requirements

  • Promoter/Promoter Group Allottees: Lock-in for 18 months or 6 months from date of trading approval
  • Non-Promoter Allottees: Lock-in for 6 months from date of trading approval
  • Pre-preferential Shareholding: Locked in from Relevant Date up to 90 trading days from trading approval date

Valuation Methodology

  • Land Valuation: Approximately ₹4.95 crore per acre based on independent reports from Cushman & Wakefield and iVAS Partners
  • Share Exchange Ratios: Determined by KPMG Valuation Services LLP using Asset, Income and Market Approaches
  • Floor Price Certification: ₹507.20 per share determined as higher of 90-day VWAP (₹457.30) and 10-day VWAP (₹507.20)

Conditions and Approvals Required

  • Shareholder approval for Item No. 1 (Ordinary Resolution for related party transactions)
  • Shareholder approval for Item No. 2 (Special Resolution for preferential issue)
  • In-principle approvals from BSE and NSE
  • Other statutory/regulatory approvals as required

Documents Available for Inspection

  • Valuation Report dated August 28, 2026 by KPMG
  • Fairness Opinion dated August 28, 2026 by Motilal Oswal
  • Land Valuation Reports dated August 27-28, 2026 by Cushman & Wakefield and iVAS Partners
  • Floor Price Certificate by Neeraj Arora & Associates
  • Practicing Company Secretary's Certificate
  • Share Purchase and Share Subscription Agreement
  • Memorandum and Articles of Association

Voting Arrangements

  • Remote e-voting through NSDL platform from September 21-23, 2026
  • E-voting during EGM on September 24, 2026
  • Scrutinizer: Mr. Kapil Dev Taneja/Neeraj Arora of Sanjay Grover & Associates