Max Financial Services Ltd Directors Report

BOARDS REPORT

Dear Members,

Your directors are pleased to present the 37^th (Thirty-seventh) Annual Report of Max Financial Services Limited ("MFSL" or "the Company"), along with the audited financial statements for the financial year ended March 31, 2025.

This Report provides a comprehensive overview of the Companys performance, strategic achievements, and key developments during the reporting period. The accompanying audited financial statements reflect the Companys commitment to transparency and accountability, ensuring stakeholders have access to accurate, reliable, and timely information regarding MFSLs financial position and results.

The Boards Report outlines significant aspects of the Companys operations, including strategic initiatives, financial and operational performance, corporate governance practices, risk management frameworks, and the future outlook. It serves as an essential communication channel between the Board and stakeholders, offering insights into the Companys progress and plans for continued growth.

The presentation of this Report, together with the audited financials, underscores the Companys dedication to good governance, transparency, and responsible management foundational pillars for maintaining trust and confidence among shareholders, investors, regulators, and other stakeholders.

STANDALONE RESULTS

The highlights of the standalone financial results of your Company along with the previous years figures are as under:

		(Rs. in crore)
	Year ended 31.03.2025	Year ended 31.03.2024
Sale of services	11.00	16.60
Interest income	3.92	2.79
Net gain on fair value changes of Mutual Fund	0.55	2.04
Revenue from operations	15.47	21.43
Other income	0.61	0.29
Total income	16.08	21.72
Expenses
Employee benefits expenses	5.93	6.18
Other expenses	17.78	25.39
Total expenses	23.71	31.57
EBITDA	(7.63)	(9.85)
Depreciation and amortization expense	1.23	1.59
Finance costs	0.09	0.11
Profit before tax	(8.95)	(11.55)
Tax expense	0.27	(0.32)
Profit after tax	(9.22)	(11.23)
Other comprehensive income for the year	(0.05)	(0.10)
Total comprehensive income	(9.27)	(11.33)

Your Company is primarily engaged in the business of making and holding investments in its subsidiary, Axis Max Life Insurance Limited ("AMLI") (formerly Max Life Insurance Company Limited) and providing management consultancy services to group companies and accordingly, in terms of extant RBI guidelines, your Company is an Unregistered Core Investment Company (Unregistered CIC) as it does not meet the criteria stipulated by RBI for registration as a Systematically important CIC.

There is no change in the nature of Business during FY 202425.

The net worth of your Company on a standalone basis reduced marginally by 0.1% to Rs.6,743 crore as of March 31, 2025, as against Rs.6,752 crore as of March 31, 2024. The decrease in the net worth was mainly on account of losses made during the year.

CONSOLIDATED RESULTS

In accordance with the Companies Act, 2013 ("the Act") and applicable accounting standards, the audited consolidated financial statements are enclosed as part of this Annual Report.

In FY 2024-25, MFSL reported consolidated revenues of Rs.46,497 crore, which remains flat, due to lower investment income. Excluding Investment Income, consolidated revenues grew 12%. The Gross Premiums at Rs.33,223 crore, grew by 13% compared to the previous year. The Company reported a consolidated comprehensive income (after tax) of Rs.428 crore, which grew by 9% compared to the previous year.

AMLI Life sustained its robust performance with an individual business growth of 20% against the private industry growth of 15% and overall industry growth of 10%. AMLI remained the fastest-growing listed player, continuing to outperform the private sector and the overall industry. Total new business premiums grew 10%, with the renewal of premium income, including group premiums, growing by 14%. Total APE expanded by 18%, driven by an 11% increase in policy issues. Proprietary channels continued to witness robust growth, expanding by 26% aided by both offline and online channels. The online segment played a vital role in strengthening the Companys leadership position. Banca grew by 13% while Group Credit Life business grew by 6%. FY25 margins are 24% vs 26.5% in previous year, lower by ~250 bps due to higher proportion of ULIP and impact of surrender regulations. AMLI profit before tax for FY2025 came to Rs.448 Crores, growth of 20% over the previous year

AMLI AUM as of March 31, 2025, crossed Rs.1,75,000 crores and stood at Rs.1,75,072 crores, a rise of 16% over the previous year, owing to the increased scale of business and higher investment income. The Market Consistent Embedded value of AMLI as of March 31, 2025, was Rs.25,192 crore, with an Operating Return on Embedded Value (RoEV) of 19.1% and the value of a new business at Rs.2,107 crore has grown 7%, year on year.

The highlights of the consolidated financial results of your Company, and its subsidiaries, viz., Axis Max Life Insurance Limited, Max Life Pension Fund Management Limited, and Max Financial Employees Welfare Trust are as under:

		(Rs. in crore)
	Year ended 31.03.2025	Year ended 31.03.2024
Policyholders Income from Life Insurance operations	45,854.83	46,116.83
Interest Income	521.92	370.29
Net gain on fair value changes	78.31	73.56
Dividend Income	6.29	3.19
Rental Income	7.06	6.75
Sale of services	0.50	5.00
Revenue from operations	46,468.91	46,575.62
Other income	28.33	37.92
Total income	46,497.24	46,613.54
Expenses
Policyholders Expenses of Life Insurance operations	45,887.99	46,075.15
Employee benefits expenses	28.21	30.90
Other expenses	82.13	49.59
Impairment on financial instruments	(1.42)	(4.92)
Finance costs	47.36	43.64
Depreciation and amortization expense	2.87	3.11
Total expenses	46,047.14	46,197.47
Profit before tax	450.10	416.07
Tax expense	43.36	22.56
Profit for the year from continuing operations	406.74	393.51
Profit/(Loss) after tax from discontinued operations	(3.36)	(0.94)
Profit for the year	403.38	392.57
Other comprehensive income for the year	24.78	2.12
Total comprehensive income (after tax)	428.16	394.69
Total comprehensive income attributable to
Owners of the company	327.23	340.11
Non-controlling interests	100.93	54.58

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company, i.e., March 31, 2025, and the date of the Directors report i.e., May 13, 2025.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURE COMPANIES

As of March 31, 2025, your Company had two operating subsidiaries viz., Axis Max Life Insurance Limited, a material subsidiary company (AMLI) and Max Life Pension Fund Management Limited and one special purpose entity, Max Financial Employees Welfare Trust. There were no other associate or joint venture companies.

The report containing salient features of the financial statements of all subsidiaries companies and employees welfare Trust, included in the consolidated financial statements, presented in Form AOC-1 is attached to this report as Annexure 1, as per Rule 5 of the Companies (Accounts) Rules, 2014.

Further, a detailed update on the business achievements of AMLI is furnished as part of the Management Discussion and Analysis section which forms part of this Annual Report.

As provided in Section 136 of the Act, the financial statements and other documents from the subsidiaries of the Company are not attached to the financial statements of the Company. The complete set of financial statements, including financial statements of the subsidiaries of the Company is available on the website of the Company at https://www.maxfinancialservices. com. These documents are also available for inspection during business hours at the registered office of the Company.

MATERIAL UNLISTED SUBSIDIARY

In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), your Company has a policy for determining Rs.Material Subsidiary and the said policy is available at https:// maxfinancialservices.com /investorrelations?category= CorporatePolicies. Your Company has one material subsidiary, viz., Axis Max Life Insurance Limited.

DIVIDEND

Your directors have not recommended any dividend for the financial year 2024-25.

The Board of Directors of your Company has approved a Dividend Distribution Policy in line with Regulation 43A of SEBI Listing Regulations. The said policy is available on the website of the Company at https://maxfinancialservices.com/ investorrelations?category=CorporatePolicies

TRANSFER TO RESERVES

The Company has not transferred any amount to reserve during the year under review.

SHARE CAPITAL

The Company did not issue any fresh issue of shares during the current year under review. The paid-up share capital of the Company as of March 31,2025, stood at Rs.69,02,29,542/-(Rupees Sixty-nine crore two lakhs twenty-nine thousand five hundred forty-two only) comprising 34,51,14,771 equity shares of Rs.2/- each.

EMPLOYEE STOCK OPTION PLANS

Your Company has a stock option plan, viz. Max Financial Employees Stock Option Plan - 2022 (2022 Plan).

Max Financial Employees Stock Option Plan - 2022 was approved by the Shareholders of the Company on May 9, 2022. This 2022 Plan does not contemplate the issue of any fresh shares. The Company established a separate Trust, viz., Max Financial Employees Welfare Trust (Trust). The Trust shall acquire shares of the Company in the secondary market, hold and transfer to option holders upon exercise of vested options. The Company granted 5,99,035 Options on May 21, 2024, to the employees of AMLI, which would entitle the optionholders to acquire one equity share of Rs.2/- each for cash from Max Financial Employees Welfare Trust at an Exercise Price of Rs. 983.58/- per option payable to ESOP Trust and that the aforesaid options shall be vested in a graded manner. The 2022 Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company. Disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2014 are enclosed in this report as Annexure 2.

A certificate from the Secretarial Auditors confirming that the 2022 Plan of the Company has been implemented in accordance with the applicable SEBI Regulations shall be placed before the members at the ensuing Annual General Meeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report, the Board of Directors of your Company comprises 8 (Eight) Non-Executive Directors, including 4 (Four) Independent Directors. Mr. Analjit Singh (DIN: 00029641), a Promoter Director, is the Chairman of the Board of Directors of the Company as of March 31, 2025.

Further, in terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Hideaki Nomura and Mr. Mitsuru Yasuda are liable to retire by rotation at the ensuing Annual General Meeting. They have offered themselves for reappointment at the ensuing Annual General Meeting.

Brief profiles of the directors are given in the Annual Report.

The Board met four times during the financial year 2024-25 as detailed below. The details of participation of Directors in the said meetings are captured in detail in the Corporate Governance Report forming part of this Annual Report

S. No.	Date	Board Strength	No. of Directors present
1	May 7, 2024	10	10
2	August 13, 2024	10	8
3	October 22, 2024	9	9
4	February 4, 2025	8	8

The details regarding the number of meetings attended by each Director during the year under review have been furnished in the Corporate Governance Report attached as part of this Annual Report.

As of the date of this Report, Mr. V. Krishnan, Manager, Mr. Nishant Kumar, Chief Financial Officer, and Mr. Piyush Soni, Company Secretary & Compliance Officer, are the Key Managerial Personnel of the Company.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations, the following Non-Executive Directors are categorized as Independent Directors of the Company: Mr. Jai Arya (DIN: 08270093), Sir Richard Stagg (DIN: 07176980), Mr. K. Narasimha Murthy (DIN: 00023046) and Ms. Malini Thadani (DIN: 01516555).

The Company has received confirmation of independence from all the above-mentioned Independent Directors as per Section 149(7) of the Act and applicable SEBI Listing Regulations confirming that they continue to meet the criteria of independence. Further, pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs (IICA).

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. A detailed note on the same is provided under the Corporate Governance Report forming part of this Annual Report.

1. Audit Committee:

The Audit Committee met four times during the financial year 2024-25, viz. on May 7, 2024, August 13, 2024, October 22, 2024, and February 4, 2025. As of the date of this report, the Committee comprises of Mr. K Narasimha Murthy (Chairman), Mr. Jai Arya, Mr. Mitsuru Yasuda and Ms. Malini Thadani as members. All the recommendations by the Audit Committee were accepted by the Board.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met twice during the financial year 2024-25, viz. on May 7, 2024, and October 22, 2024. As of the date of this report, the Committee comprises of Mr. Jai Arya (Chairman), Mr. Analjit Singh, Mr. Hideaki Nomura, Sir Richard Stagg, Mr. K Narasimha Murthy and Ms. Malini Thadani as members.

3. Stakeholders Relationship Committee:

The Committee met once during the financial year 202425, viz. on January 28, 2025. As of the date of this report, the Committee comprises of Mr. Sahil Vachani (Chairman), Mr. Mitsuru Yasuda and Ms. Malini Thadani as members.

4. Risk Management Committee:

The Committee met twice during the financial year 2024-25, viz. on August 13, 2024, and January 28, 2025. As of the date of this report, the Committee comprises Mr. Mitsuru Yasuda (Chairman), Mr. Jai Arya, Mr. K Narasimha Murthy and Ms. Malini Thadani as members.

5. Corporate Social Responsibility Committee:

The provision under section 135 of the Act, w.r.t constitution of the CSR Committee, does not apply to the Company and that CSR functions for the Company are discharged directly by its Board of Directors as and when required.

6. Independent Directors:

The Board of Directors includes four Independent Directors as of March 31, 2025, viz. Mr. Jai Arya, Sir Richard Stagg, Mr. K. Narasimha Murthy, and Ms. Malini Thadani.

The Independent Directors had separate meeting on May 7, 2024. The meeting was conducted to:

a) Review the performance of non-independent Directors and the Board as a whole;

b) Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and non-executive Directors; and

c) Assess the quality, quantity, and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

PERFORMANCE EVALUATION OF THE BOARD

In accordance with the requirements of the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, a formal annual evaluation process was conducted to assess the performance of the Board, its committees, and individual Directors, including the Chairperson.

The Board undertook this evaluation diligently, adhering to the prescribed procedures. The evaluation covered various aspects of the Boards functioning, including its effectiveness in discharging responsibilities, the quality of deliberations, and the overall contributions of its members.

The evaluation reaffirmed the integrity, expertise, and experience of the Independent Directors, underscoring the value they bring to the Company. It also highlighted the Boards collective and individual commitment to good governance and continuous improvement—an encouraging indicator of a forward-looking and accountable leadership.

The review concluded that the Board, its chairperson, individual Directors, and its committees continue to demonstrate a strong commitment to upholding high standards of governance, consistently striving to enhance processes and contribute meaningfully to the Companys sustained growth and success.

HUMAN RESOURCES

Your Company is primarily engaged in growing and nurturing business investment as a holding company in the business of life insurance and providing management advisory services to group companies. The remuneration of employees is competitive with the market and rewards high performers across levels. The remuneration to Directors, Principal Officer, Key Managerial Personnel, and Senior Management is a balance between fixed, incentive pay, and a long-term equity program based on the performance objectives appropriate to the working of the Company and its goals and is reviewed periodically and approved by the Nomination and Remuneration Committee of the Board.

Details pursuant to Section 197(12) of the Act, read with Rule 5(1) and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report as Annexure 3A and Annexure 3B.

As of March 31, 2025, there were 10 (Ten) employees on the rolls of the Company.

NOMINATION AND REMUNERATION POLICY

In adherence to the provisions of Sections 134(3(e) and 178(1) & (3) of the Act, the Board of Directors on the recommendation of the Nomination and Remuneration Committee had approved a policy on Directors appointment and remuneration. The said policy includes terms of appointment, criteria for determining qualifications, performance evaluation, and other matters. A copy of the same is available on the website of the Company at https://maxfinancialservices.com/ investorrelations?category=CorporatePolicies

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company is not required to constitute a CSR Committee under section 135 of the Act, and a copy of the duly adopted CSR policy is available on the website of the Company at https:// maxfinancialservices.com/ investorrelations? category=Corporate Policies. The CSR Policy comprises Vision and Mission Statement, philosophy, and objectives. It also explains the governance structure along with clarity on roles and responsibilities.

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, all Companies meeting the prescribed threshold criteria, i.e., a net worth of 500 crore or more or a turnover of 1,000 crore or more or net profits of 5 crore or more during the immediately preceding financial year are required to spend at least 2% of the average net profits of the Company for the immediately preceding three financial years.

As per rule 2(h) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, any dividend received from other companies in India, which are already covered and comply with the provisions of the CSR, shall not be included for the purposes of computation of Rs.net profits for a company.

Based on the average net profits of the 3 preceding FYs, MFSL has generated an average net profit of Rs 0.65 Cr in the last 3 years. During FY2024-25, MFSL made CSR contribution ~1.3 Lacs.

The detailed Annual Report on the CSR activities undertaken by your Company is placed as Annexure 4.

POLICY FOR PREVENTION OF SEXUAL HARASSMENT

Your Company has a requisite policy for the Prevention of Sexual Harassment, which is available on the website of the Company at https://maxfinancialservices.

com/investorrelations?category = CorporatePolicies.

The comprehensive policy ensures gender equality and the right to work with dignity for all employees (permanent, contractual, temporary, and trainees) of the Company. Your company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported to the Committee during the year under review.

LOANS, GUARANTEES, OR INVESTMENTS IN SECURITIES

The details of loans given, and investments made by the Company pursuant to the provisions of Section 186 of the Act are provided in Note No. 32 to the standalone financial statements of the Company for FY 2024-25.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of the Company, including those of your Companys subsidiaries, viz., AMLI and Max Pension Fund Management Limited, is provided in the Management Discussion & Analysis section, which forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of Listing Regulations. As required by the said Clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

A certificate from the Non-Executive Director, Manager and Chief Financial Officer on compliance with Part B of Schedule II of SEBI Listing Regulations forms part of the Corporate Governance Report as Annexure II. Further, a certificate from M/s Sanjay Grover & Associates, Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of SEBI Listing Regulations is Annexed to the Corporate Governance Report as Annexure III.

Copies of various policies adopted by the Company are available on the website of the Company at https://maxfinancialservices.com/investorrelations? category=CorporatePolicies

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to Sections 139 & 142 of the Act, M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) be and is hereby appointed as Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years from the conclusion of this 35^th Annual General Meeting till the conclusion of 40^th Annual General Meeting to be held In the calendar year 2028. They continue as the Statutory Auditors of the Company.

There are no audit qualifications, reservations, disclaimers or adverse remarks, or reports of fraud in the Statutory Auditors Report given by M/s S.R. Batliboi & Co. LLP, Statutory Auditors of the Company for the financial year 2024-25, annexed in this Annual Report.

Further, during the year under review, the auditors have not reported any fraud under Section 143(12) of the Act, and therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, your Company had appointed M/s Sanjay Grover & Associates practicing Company Secretaries, New Delhi as its Secretarial Auditors to conduct the secretarial audit of the Company for FY 202425. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for FY 2024-25 is annexed to this report as Annexure 5.

There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report.

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Further, Axis Max Life Insurance Limited, the material subsidiary of the Company, has undergone a Secretarial Audit for the year ended March 31, 2025. The Secretarial Audit Report issued by M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi is enclosed as Annexure 6.

INTERNAL AUDITORS

The Company follows a robust Internal Audit process, and audits are conducted on a regular basis, throughout the year, as per the agreed audit plan. During the year under review, M/s MGC, Global Risk Advisory LLP was re-appointed as Internal Auditors for conducting the Internal Audit of key functions and assessment of Internal Financial Controls, etc.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses

in the design or operation were observed. The Management has reviewed the existence of various risk-based controls in the Company and also tested the key controls towards the assurance of compliance for the present fiscal.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company. Further, the testing of the adequacy of internal financial controls over financial reporting has also been carried out independently by the Statutory Auditors as mandated under the provisions of the Act.

During the year under review, there were no instances of fraud reported by the auditors to the Audit Committee or the Board of Directors.

RISK MANAGEMENT

Your company takes a proactive approach to risk management, recognizing it as an integral aspect of its business operations. The establishment of a dedicated Risk Management Committee, along with a core team of senior management, demonstrates a structured and comprehensive approach to identifying, assessing, and mitigating risks.

The categorization of risks into Strategic, Operational, Compliance, and Financial & Reporting categories under the Risk Management policy provides clarity and guidance for managing different types of risks that may affect business performance. This framework likely helps in prioritizing risk management efforts and ensures a systematic approach to risk mitigation across the organization.

There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges/risks faced by its subsidiary have been dealt with in detail in the Management Discussion and Analysis section, forming part of this Annual Report.

Overall, your company has a robust risk management framework in place, supported by clear policies, dedicated committees, and active involvement from senior management. This proactive stance towards risk management is essential for safeguarding the companys interests and ensuring sustainable business growth.

VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy as part of its vigil mechanism. This policy provides a formal channel for employees and stakeholders to raise concerns about unethical practices, fraud, or violations of the companys code of conduct.

The assurance of strict confidentiality and non-discrimination for individuals who raise genuine concerns fosters a culture of transparency, accountability, and ethical conduct within the organization. Employees need to feel safe and protected when reporting misconduct, and this policy helps to create an environment where such concerns can be addressed without fear of retaliation.

By having a Whistle Blower Policy in place, your company demonstrates its commitment to upholding ethical standards and ensuring that any issues or irregularities are promptly identified and addressed. This proactive approach to governance contributes to building trust among stakeholders and maintaining the companys reputation for integrity and compliance.

The said Policy, covering all employees, Directors, and other people having an association with the Company, is hosted on the Companys website at https://maxfinancialservices.com/ investorrelations?category=CorporatePolicies

A brief note on Vigil Mechanism/Whistle Blower Policy is also provided in the Report on Corporate Governance, which forms part of this Annual Report.

COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits from the public.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, no application was made by or against the company, and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Further, details of the material related party transactions during the year ended March 31, 2025, are as follows:

I. Approval of material related party transactions between Max Life Insurance Company Limited (now Axis Max Life Insurance Limited), a material subsidiary of the Company and its related party, Axis Bank Limited for payment of fees/ commission for distribution of life insurance products, display of publicity materials, procuring banking services, and other related business was received from the Shareholders in the AGM held on August 23, 2024; and

II. Approval of material related party transaction between Max Life Insurance Company Limited (now Axis Max Life Insurance Limited), a material subsidiary of the Company and its related party, Axis Bank Limited for the usage of the Axis name and logo in the new corporate name and new brand logo of Max Life Insurance Company Limited after the change of its name was received from the Shareholders in the AGM held on December 14, 2024.

Form AOC-2 furnishing particulars of contracts or arrangements entered by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed to this report as Annexure 7.

The details of all the Related Party Transactions form part of Note No. 31 to the standalone financial statements attached to this Annual Report.

The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at: https://maxfinancialservices.com/ investorrelations?category=CorporatePolicies

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Clause 34(2)(f) of SEBI Regulations, a Business Responsibility and Sustainability Report, on various initiatives taken by the Company and its material subsidiary, AMLI, is enclosed as a seprate annexure to this report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is as follows:

a) Conservation of Energy

(i) the steps taken or impact on the conservation of energy: Regular efforts are made to conserve energy through various means such as the use of low energyconsuming lighting, etc.;

(ii) the steps taken by the Company for using alternate sources of energy: Since your Company is not an energy-intensive unit, utilization of alternate sources of energy may not be feasible; and

(iii) capital investment on energy conservation equipment: Nil.

b) Technology Absorption

Your Company is not engaged in manufacturing activities, therefore there is no specific information to be furnished in this regard.

There was no expenditure incurred on Research and Development during the period under review.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgoes are given below:

Total Foreign Exchange earned	Nil
Total Foreign Exchange used	Rs.320.10 Lakhs

ANNUAL RETURN

The Annual Return as of March 31, 2025, under Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, can be accessed at the website of the Company at https://maxfinancialservices.com/static/uploads/financials/ annual-return-2025.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no such significant material orders passed by the regulators or courts or tribunals that could impact on the going-concern status and the companys operations in the future.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND

The Company paid Final Dividend in FY 2015-16 and the unpaid dividend was transferred to a separate account in same year within prescribed time. The Company did not declare any dividends since then. In terms of the provisions of Section 124 (5) of the Companies Act, 2013 read with Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of dividend which remains unpaid/ unclaimed for more than 7 years, from the date of the payment of dividend shall be mandatorily transferred by the Company to the Investor Education and Protection Fund (IEPF).

Further as per Section 124(6) of the Companies Act 2013, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more are required to be transferred by the Company in the name of Investor Education and Protection Fund.

The Company had declared Final Dividend for the financial year 2015-16 on May 30, 2016. The unpaid/unclaimed dividend for the aforesaid Final Dividend for FY 2015-16 was due for transfer to IEPF Authority on October 18, 2023.

Further, the equity shares on which dividend have not been claimed/encashed for a continuous period of the last seven years i.e. from F.Y. 2015-16 shall also be mandatorily transferred by the Company to IEPF as per the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

In this regard, the Company had given adequate notice individually to the concerned shareholders on June 30, 2023, through Registered Post advising them to encash the said dividend. Further, the Company had published an advertisement on July 7, 2023, to the members of the Company, advising them to encash the said dividends in Business Standard (English), all editions and Desh Sewak (Punjabi), Chandigarh edition for the information of the members of the Company.

In this regard, a sum of Rs. 19,42,212/- which was lying as unpaid/unclaimed dividend in the Dividend Account No. 000184400012183 viz., Final Dividend for FY 2015-16 of the Company with Yes Bank was remitted to IEPF on October 25, 2023. Further, 1,10,529 equity shares of Rs. 2/- each were also transferred by the Company to Investor Education and Protection Fund on November 16, 2023, as per Section 124(6) of the Companies Act 2013, being shares in respect of which dividend have not been encashed or claimed for seven consecutive years or more.

On transferring the aforesaid equity shares to IEPF, the members will now have recourse to IEPF to reclaim the shares by providing documentary evidence to IEPF as provided under the Companies Act, 2013.

UNCLAIMED SHARES

Regulation 39(4) of the SEBI Listing Regulations inter alia requires every listed company to comply with a certain procedure in respect of shares issued by it in physical form, pursuant to a public issue or any other issue and which remained unclaimed for any reason whatsoever.

The face value of the shares of the Company was split from Rs.10/- each to Rs.2/- each in the year 2007. Certain share certificates were returned undelivered and were lying unclaimed. The Company had sent necessary reminders to concerned shareholders, and subsequently, such shares were transferred to the Unclaimed Suspense Account.

The voting rights on the equity shares lying in the said Unclaimed Suspense Account shall remain frozen till the rightful owner claims such shares. Further, all corporate benefits in terms of securities accrued on the said unclaimed shares viz. bonus shares, split, etc., if any, shall also be credited to the said Unclaimed Suspense Account.

The shareholders concerned are requested to write to the Registrar and Share Transfer Agent to claim the said equity shares. On receipt of such claim, additional documents may be called for and subject to its receipt and verification, the said shares lying in the said Unclaimed Suspense Account shall be transferred to the depository account provided by the concerned shareholder(s) or the Letter of Confirmation shall be delivered to the registered address of the concerned shareholder(s).

The details of Equity Shares held in the Unclaimed Suspense Account are as follows:

S. Particulars	No. of Shareholders	No. of Equity Shares
1. The Aggregate number of shareholders and the outstanding shares originally lying in the Unclaimed Suspense Account (as at the beginning of the financial year i.e., April 1, 2024)	135	38,045
2. Number of shareholders who approached the listed entity for transfer of shares from the Unclaimed Suspense Account during the year	*1	500
3. Number of shareholders to whom the shares were transferred from the Unclaimed Suspense Account during the year	*1	500
4. The aggregate number of shareholders and the outstanding shares in the Suspense Account (as of the end of the financial year i.e., March 31, 2025)	134	37,545

Till the date of this report, the Company had approved 2069 such claims from shareholders for 4,37,765 shares, for transfer of the shareholding back to the shareholders from the Unclaimed Suspense Account in Demat form.

CAUTIONARY STATEMENT

Statements within the report, especially those found in the Management Discussion and Analysis section, which describe the companys or subsidiarys objectives, projections, estimates, and expectations, may be considered "forward looking statements" within the purview of applicable laws and regulations.

Forward-looking statements inherently involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed or implied in these statements due to various factors such as changes in market conditions, regulatory environments, economic conditions, competitive pressures, technological advancements, and other unforeseen circumstances.

Therefore, readers and stakeholders should exercise caution when interpreting forward-looking statements and should not unduly rely on them for making investment decisions or forming expectations about future performance. The company cannot guarantee that the outcomes or events described in these statements will materialize as anticipated.

The company may not update these forward-looking statements, except as required by law, and disclaims any obligation to do so. This disclaimer serves to remind readers of the inherent uncertainties associated with forward-looking statements and underscores the companys commitment to transparency and prudent disclosure practices.

ACKNOWLEDGMENTS

A companys success is often a result of the collective efforts of its team, and acknowledging their contributions is essential for fostering a positive work environment.

Your Directors would like to place on record their appreciation of the contribution made by its management and its employees that enabled the Company to achieve impressive growth.

Your directors also acknowledge with thanks the cooperation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders, Joint Venture partners, and all other business associates. Such acknowledgment strengthens relationships and fosters goodwill among key stakeholders, which is vital for sustaining long-term partnerships and achieving mutual goals.

By expressing appreciation to all those who have contributed to the companys growth and success, your directors not only demonstrate humility but also reinforce a culture of gratitude and appreciation within the organization. This, in turn, can help to inspire continued dedication and commitment from all stakeholders as the company moves forward.

	On behalf of the Board of Directors
	Max Financial Services Limited
	Analjit Singh
	Chairman
	DIN: 00029641
Place: Florence, Italy
Date: May 13, 2025