Maxposure Ltd Directors Report

To the Members of Maxposure Limited

Your Directors have pleasure in presenting this 20th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2026.

Financial Highlights

The Financial Results for the year ended March 31, 2026 and the corresponding figures for the previous year are as under:

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	Financial Year 2025-26	Financial Year 2024-25	Financial Year 2025-26	Financial Year 2024-25
Revenue From Operations	5149.49	5390.06	8802.43	6328.16
Other Income	172.98	138.32	73.52	134.83
Total Income	5322.48	5528.38	8875.95	6462.99
Total Expenses	4519.10	4407.67	7695.18	5363.32
Profit before exceptional and extraordinary items and tax	803.38	1120.71	1180.77	1099.67
Exceptional Items and extraordinary items - Prior period items	Rs.	-	-	-
Profit before tax	803.38	1120.71	1180.77	1099.67
Tax Expenses	213.98	282.27	233.25	249.57
Profit after tax	589.40	838.43	947.52	850.10
Earnings Per Share
Basic & Diluted	2.59	3.69	4.17	3.74

Statement Of Companys Affairs And Future Outlook

During the financial year 2025–26, your Company continued to build on its growth momentum and strengthened its position in the Media & Entertainment Services industry. The year witnessed significant growth in consolidated revenues, along with a notable improvement in consolidated profitability and earnings per share, reflecting the Companys expanding business operations and increasing contribution from its diversified service offerings.

On a consolidated basis , the Company recorded the following key financial highlights:

Revenue from Operations stood at Rs.8,802.43 Lakhs, registering a 39.09% increase over Rs.6,328.16 Lakhs in FY 2024–25.

Total Income increased to Rs.8,875.95 Lakhs from Rs.6,462.99 Lakhs in the previous year, reflecting a 37.34% growth.

Profit Before Tax (PBT) stood at Rs.1,180.77 Lakhs, compared to Rs.1,099.67 Lakhs in FY 2024–25, representing an increase of 7.38%.

Profit After Tax (PAT) improved to Rs.947.52 Lakhs from Rs.850.10 Lakhs in the previous year, registering a growth of 11.46%.

Earnings Per Share (EPS) (Basic and Diluted) increased to Rs.4.17 from Rs.3.74 in FY 2024–25, representing an increase of 11.50%.

The Companys consolidated performance continued to strengthen its position as an integrated media, marketing and technology company, leveraging its capabilities across content marketing, advertising, digital media, immersive experiences and aviation technology. The Company remains focused on expanding its client base, deepening relationships and delivering integrated, technology-enabled solutions across domestic and international markets.

Looking ahead, the Company will continue its strategic journey towards becoming a globally recognised Media as a Service (MAAS) provider, integrating content, creativity, advertising, technology and immersive experiences across multiple sectors and geographies.

Key areas of focus will include scaling AeroHub and other technology platforms globally, strengthening content marketing and strategic communications, expanding immersive and experiential solutions, and pursuing larger integrated mandates across aviation, travel and tourism, automotive, luxury, real estate and institutional sectors. The Company will also explore strategic partnerships, branded content, intellectual property and selective acquisitions to accelerate international expansion, broaden its capabilities and create new revenue opportunities.

The management remains optimistic about the Companys future prospects and will continue to focus on scalable growth, technology-led innovation, operational efficiency and sustainable long-term value creation for all stakeholders.

Prospects For 2026-2027

Scaling Media as a Service (MAAS) and Building a Global Integrated Media & Technology Platform

Your company enters FY 2026–27 with a significantly strengthened business platform, built around its core capabilities in content marketing, technology, advertising, immersive experiences and digital innovation. Over the past year, the Company has expanded its client portfolio, strengthened its international presence and continued to develop proprietary technology platforms with recurring revenue potential.

Going forward, the Companys focus will be on scaling these businesses, increasing cross-selling across verticals, expanding international revenues and improving the contribution of technology-led and high-margin services, especially in the aviation genre.

The Company will continue its journey towards becoming a globally recognised Media as a Service (MAAS) provider, integrating content, communication, advertising, technology and immersive experiences under a unified service proposition.

With established expertise across aviation, travel and tourism, automotive, luxury, real estate and pubic sector, the Company intends to deepen its presence in these sectors while selectively expanding into adjacent industries where its integrated capabilities can create significant value.

Expanding Content Marketing and Strategic Communications

Your companys content marketing business is expected to remain a key growth driver during FY 2026–27, supported by its growing portfolio of government, public-sector and corporate mandates in India and international markets. During the year, your company was appointed by the Ministry of External Affairs, Government of India for the relaunch of the flagship product- India Perspectives. With a legacy spanning over three decades, India Perspectives is a key instrument of Indias soft power diplomacy and has evolved into a multi-platform content ecosystem that is accessible via a mobile app and website, and amplified across social media to engage a global audience. The prestigious product has a wide readership across 160 countries and is produced in 17 international languages like Japanese, Russian, Chinese, Spanish, Italian, Sinhala, French, Pashto, German, among others.

Expanding its expertise in the travel and tourism segment, your company on-boarded Maharashtra Tourism for managing their social media communications and campaigns targeting both domestic and international audiences. You company was also entrusted by the Vedanta Group to launch their limited-edition premium bilingual magazine, bringing together Indias diverse voices, ideas and aspirations in a thoughtfully curated and visually immersive format that celebrates the countrys timeless traditions as well as its aspirations for the future.

Your company will increasingly leverage its strong domain expertise in travel, tourism, aviation and destination marketing to build specialised content and communication solutions for tourism boards, airlines, airports, hospitality companies and travel brands.

The growing importance of digital-first communication, combined with increasing demand from organisations for integrated content and communication partners, is expected to create opportunities for the Company to move beyond individual campaigns and projects towards long-term, integrated communication mandates across platforms. The Company will also seek to leverage its content assets, publishing expertise and digital platforms to create additional monetisation opportunities through branded content, digital properties, audience engagement platforms, performance-led marketing solutions and events. The ability to combine content, technology, distribution and audience engagement is expected to further strengthen the scalability of the business.

Going forward, the emphasis will be on moving beyond content creation towards end-to-end audience acquisition, engagement and measurable brand outcomes, enabling the Company to evolve from a content service provider into a strategic communications and audience engagement partner for brands and institutions in India and global markets.

Technology Initiatives – Scaling Proprietary Platforms

Technology is expected to play an increasingly important role in the Companys growth strategy during FY 2026–27, with proprietary technology platforms offering the potential for scalable revenues, greater operating leverage and attractive margins.

During the year, your Companys technology division, AeroHub, continued to strengthen its position in the global aviation technology and inflight entertainment market. Building on its existing relationships, your company expanded its customer portfolio into new geographies, entered the private aviation segment and continued to invest in proprietary technology designed to create scalable and recurring revenue opportunities.

Expanding the Companys presence across Southeast Asia and Central Asia, your company was appointed as the Inflight Entertainment Service Provider for Myanmar Airways International (MAI) and Aero Nomad Airlines, respectively. These appointments represents an important milestone for AeroHubs growth, with the deployment of Inflight Entertainment solutions supporting the adoption of modern, flexible and cost-effective passenger entertainment technology.

Alongside its customer expansion, your company continued to invest in the development of its proprietary technology ecosystem. Development is currently underway on SkyView 2.0, the next generation of AeroHubs in-house software platform. The new platform being designed is more robust, agile and hardware-agnostic, enables greater flexibility in deployment across different hardware environments while providing a scalable foundation for future airline, technology and connectivity partnerships.

Your company is developing AeroHub into an integrated passenger engagement platform combining inflight entertainment, connectivity, digital commerce and passenger services, creating new opportunities for airlines to enhance passenger engagement and generate ancillary revenues in a relatively under-penetrated aviation technology market and an important strategic growth area for Maxposure. Developing and owning technological capabilities in-house is expected to reduce dependency on external technology providers while providing greater control over product development, customisation, future feature enhancements. It also provides the Company with greater flexibility to develop solutions tailored to customer requirements, improve cost efficiency and enhance the margin potential and scalability of the technology business.

Immersive Marketing – Expanding Beyond Aviation

Your Companys immersive marketing business is expected to witness continued growth during FY 2026–27, supported by the capabilities acquired through Neutral Digital and the Companys expanding global client base. The business is evolving beyond its established aviation footprint to address a wider range of applications across travel, connectivity, cultural institutions, real estate and other experience-led sectors. During the year, your company further strengthened its relationship with Alaska Airlines Group, delivering a hyper-realistic 3D visual representation of Alaska Airlines newly unveiled, Aurora Borealis-inspired livery on its Boeing 787-9—the airlines first widebody aircraft configured for international travel. The engagement supported Alaska Airlines evolution into an international carrier and demonstrated Neutral Digitals ability to translate significant brand and business milestones into high-impact digital experiences.

Your company also partnered with Scandinavian Airlines (SAS) to create a destination-themed 3D animation marking the launch of its new Copenhagen–Mumbai route and its re-entry into the Indian market after a 17-year hiatus. The engagement also involved adapting the SAS animation into the emerging ultra-wide format, aligning the content with evolving social media formats and reflecting the Companys continued focus on trend-responsive, social-first content innovation.

In the in-flight connectivity ecosystem, the Company expanded its relationship with Viasat, reinforcing Neutral Digitals growing presence beyond airline branding and into the broader connectivity and passenger-experience ecosystem. This expansion strengthens the Companys ability to address the growing convergence of aviation, technology, connectivity and digital passenger engagement.

Beyond aviation, your Company expanded its immersive capabilities into experiential and cultural storytelling. It delivered a fully mobile VR experience for the Museum of the Bible in Washington, DC, developed for Meta Quest 3. The solution enables the museum to extend its architecture, exhibitions and visitor experience beyond its physical location through high-fidelity 360° capture and spatial-audio narration, allowing the experience to be brought into classrooms and educational events worldwide without requiring audiences to travel to the museum.

The Company also expanded its presence in the real estate sector through projects for Ballymore, a leading UK-based real estate developer. These engagements included immersive virtual walkthroughs for luxury developments, high-quality 3D architectural visualisations and AR/VR experiences, enabling prospective buyers and stakeholders to experience properties and developments in more engaging and interactive ways even before physical completion.

The integration of CGI, 3D visualisation, animation, VR/XR, interactive experiences and GUI design with the Companys existing content, media and marketing capabilities creates a differentiated, end-to-end immersive communication proposition. This integrated capability positions the Company to move beyond traditional content creation and deliver technology-enabled experiences that help brands, institutions and businesses visualise, engage, experience and communicate in new ways.

Advertising Agency Initiatives – Expanding Integrated Advertising Solutions

Your Company continued to strengthen its event, activation and physical brand communication capabilities through its associated agency, Bluebird Advertising Pvt. Ltd. Bluebird provides end-to-end solutions covering printing, production, fabrication, installation and distribution of event and brand collaterals for leading organisations, including airlines and other institutional clients. Its capabilities span backdrops, standees, banners, signage, boarding passes, promotional materials and other customised branding requirements for domestic and international events.

During the year, Bluebird was awarded the contract for Air Indias event requirements across its domestic and international markets, delivering a range of printing, production, fabrication and installation solutions. The engagement reinforces the Companys capabilities in large-scale production and on-ground execution, enabling it to deliver integrated brand communication solutions across both digital and physical touchpoints.

The Company will also seek to leverage Bluebirds empanelments and institutional relationships to participate in larger campaigns encompassing print, digital, outdoor, social media, branding, events and experiential communication. These relationships provide a platform to pursue larger and more integrated mandates across government, public-sector, aviation and corporate clients.

The continued development of Bluebird complements the Companys broader content marketing, experiential and strategic communications businesses, creating opportunities to offer clients end-to-end communication solutions spanning content, digital, social media, events, activations, production and physical brand experiences.

The convergence of Bluebirds traditional advertising and production capabilities with Maxposures digital, content, media, experiential and technology capabilities is expected to create opportunities for higher-value integrated mandates, deeper client relationships and greater wallet share from existing clients.

Change In The Nature Of Business, If Any

During the year under review, the Company has not changed the nature of its business.

Dividend

No dividend has been recommended for the year under review as management wants to retain its profits to enhance the net worth of the Company.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

There are no unpaid or unclaimed dividends pertaining to previous years lying with the Company. Accordingly, the provisions relating to transfer of such amounts to the Investor Education and Protection Fund (IEPF) are not applicable to the Company.

Further, the provisions of Section 125(2) of the Companies Act, 2013 are not applicable, as the Company has neither declared nor paid any dividend during the previous years.

Amount Transferred To Reserves

During the financial year ended March 31, 2026, no amount was transferred from the Surplus in the Profit and Loss Account to the General Reserve.

Material Changes And Commitments Affecting The Financial Position Of The Company

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, except for the following:

Acquisition of Additional Stake in Neutral Digital Limited

Subsequent to the end of the financial year, on 16th July, 2026, the Company acquired an additional 3.8% equity stake in Neutral Digital Limited (Neutral Digital), thereby increasing its total shareholding to 96.2% in Neutral Digital. The acquisition was made pursuant to the terms of the Share Purchase Agreement executed between the Company and the relevant parties with effect from 26th February, 2025.

The acquisition further strengthens the Companys control over Neutral Digital and is expected to have an impact on the Companys consolidated financial position in the subsequent periods.

Deposits

Your Company has not accepted any deposits during the year under review in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Also, the Company has duly complied with the requirements of filing of return to ROC Form DPT-3 in this regard.

Details Of Subsidiary, Joint Venture Or Associates

The Company continues to pursue its growth strategy through strategic investments in businesses that complement its existing capabilities and provide opportunities for expansion across the advertising, digital solutions and creative technology sectors.

As at 31st March 2026, the Company has two (2) subsidiary companies, as follows:

Blue Bird Advertising Private Limited Blue Bird Advertising Private Limited became a wholly owned subsidiary of the Company with effect from December 26, 2023 upon acquisition of 100% of its equity share capital. The subsidiary operates in the advertising and branding domain and complements the Companys existing business capabilities in India. During the year under review, the subsidiary continued to support the Companys overall business objectives and strengthen its presence in the domestic advertising ecosystem and brand activation eco system. Its capabilities span advertising, printing, production, fabrication, installation and on-ground execution for events and brand communication.

Neutral Digital Limited , Neutral Digital Limited, an overseas entity, is a subsidiary of the Company and operates in the global digital solutions and creative technology sector, with a strong focus on aviation and immersive experiences. As at 31 March 2026, the Company held 92.4% of the equity share capital of Neutral Digital Limited.

The investment strengthens the Companys international presence and enhances its capabilities in 3D visualisation, immersive experiences, digital solutions and creative technology. Neutral Digital provides opportunities to expand into new geographies and sectors while supporting the Companys strategy of developing technology-led, integrated media and experiential solutions.

The Company does not have any Joint Venture or Associate Company within the meaning of the Companies Act, 2013, as at 31st March, 2026.

Performance And Financial Position Of Subsidiary Companies

The Board of Directors periodically reviews the performance and affairs of the subsidiary companies. The subsidiaries continue to form an integral part of the Companys growth and expansion strategy.

Blue Bird Advertising Private Limited: Continued operations in the advertising, branding and production segment, strengthening the Companys capabilities in integrated advertising, events, activations and on-ground brand execution in India.

Neutral Digital Limited: Continued to expand its global digital solutions and creative technology business, with a focus on aviation, immersive experiences and technology-led solutions. The Companys 92.4% shareholding reflects its continued commitment to expanding these capabilities and strengthening its international presence.

The financial performance and position of the subsidiary companies, including details of their revenue, profit/loss and other relevant financial particulars, are set out in the prescribed Form AOC-1, which forms part of this Annual Report.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements incorporating the financial statements of its subsidiary companies. The Consolidated Financial Statements form part of the Annual Report.

Further, pursuant to Section 136 of the Companies Act, 2013, the audited financial statements of the subsidiary companies are available on the Companys website at https://maxposuremedia. com/investors/. The same shall be made available to any member of the Company upon request.

Statutory Auditor & Auditors Report

At the Annual General Meeting (AGM) held on September 30, 2024, the members of the Company approved the appointment of M/s. Manish Pandey & Associates, Chartered Accountants (FRN: 019807C) as the Statutory Auditors of the Company for a period of five (5) consecutive years, to hold office from the conclusion of that AGM until the conclusion of the AGM to be held in the financial year 2029–30.

Accordingly, M/s. Manish Pandey & Associates, Chartered Accountants, continue to be the Statutory Auditors of the Company for the financial year 2025–26 and have conducted the audit of the financial statements of the Company for the financial year ended March 31st, 2026. The Auditors Report forms an integral part of this Annual Report.

The Statutory Auditors have issued an unmodified opinion on the financial statements of the Company for the financial year 2025–26. There are no qualifications, reservations, adverse remarks or disclaimers in the Auditors Report.

Further, based on the confirmations received from the Statutory Auditors, there were no instances of fraud, misfeasance or irregularities detected or reported by the Statutory Auditors during the year under review.

Internal Auditor & Their Report

The Internal Audit function of the Company is carried out under the supervision of the Audit Committee and the Board of Directors. The Internal Audit reports are reviewed by the Audit Committee from time to time. The Internal Audit function assists the Company in reviewing operational efficiency and the adequacy and effectiveness of internal controls.

M/s. Arun K. Agarwal & Associates, Chartered Accountants (FRN: 003917N), continued to act as the Internal Auditors of the Company during the financial year 2025–26.

The Internal Audit function continued to provide assurance and recommendations relating to the Companys operations and internal control processes. The reports of the Internal Auditor were placed before the Audit Committee for its review and consideration.

Secretarial Auditor & Secretarial Audit Report

M/s. VAP & Associates, Company Secretaries (FRN: P2023UP098500 and Peer Review Certificate No. 7629/2026), was appointed as the Secretarial Auditor of the Company by the

Board of Directors at its meeting held on September 1, 2025, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2026, as required under Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2026, issued by M/s. VAP & Associates, Company Secretaries, is annexed to this Report and forms part thereof. There is no qualification, reservation or adverse remark made by the Secretarial Auditor in its Report.

Further, the Company is exempt from the requirement of conducting Secretarial Audit under Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), including in respect of its material subsidiary, if any, pursuant to Regulation 15(2) of the Listing Regulations, as applicable to companies listed on the SME Platform.

Accordingly, the provisions relating to Secretarial Audit under Regulation 24A of the Listing Regulations are not applicable to the Company and its material subsidiary, if any.

Internal Financial Controls

The Company has maintained a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of its financial and operational controls. The Board is of the opinion that the Company has adequate and effective Internal Financial Controls commensurate with the size, scale and complexity of its business operations.

The Audit Committee reviews the Internal Financial Control and Risk Management systems of the Company at regular intervals. The Statutory Auditors have also evaluated the Internal Financial Controls with reference to the financial statements of the Company and have confirmed that the Company has adequate Internal Financial Controls over financial reporting and that such controls were operating effectively during the financial year 2025–26.

The Report on Internal Financial Controls issued by M/s. Manish Pandey & Associates, Chartered Accountants, Statutory Auditors of the Company, in compliance with the applicable provisions of the Companies Act, 2013, forms part of the Auditors Report for the financial year ended March 31, 2026.

Disclosure About Cost Audit

The provisions relating to maintenance of cost records and cost audit under the applicable provisions of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company. Accordingly, the Company is not required to maintain cost records or undertake cost audit for the financial year 2025–26.

Share Capital

During the financial year under review, there was no change in the issued, subscribed and paid-up equity share capital of the Company. The Company has neither issued any equity shares, sweat equity shares or preference shares nor made any fresh allotment of securities during the year. Further, the Company has not undertaken any buy-back of its securities and has not issued any debentures, bonds, warrants or other non-convertible securities during the financial year.

Capital Structure

During the financial year 2025–26, the members of the Company, through postal ballot dated December 22, 2025, approved the re-classification of the existing authorised share capital of the Company amounting to Rs.24,50,00,000 (Rupees Twenty-Four Crore Fifty Lakhs only), comprising 2,29,00,000 (Two Crore Twenty-Nine Lakhs) equity shares of Rs.10 each and 16,00,000 (Sixteen Lakhs) preference shares of Rs.10 each, into 2,45,00,000 (Two Crore Forty-Five Lakhs) equity shares of Rs.10 each by converting the entire existing preference share capital into equity share capital.

Subsequently, the authorised share capital of the Company was increased from Rs.24,50,00,000 (Rupees Twenty-Four Crore Fifty Lakhs only) to Rs.30,00,00,000 (Rupees Thirty Crore only) by creation of an additional 55,00,000 (Fifty-Five Lakhs) equity shares of Rs.10 each.

Accordingly, as at March 31, 2026, the authorised share capital of the Company stood at Rs.30,00,00,000 (Rupees Thirty Crore only), comprising 3,00,00,000 (Three Crore) equity shares of Rs.10 each.

Issued, Subscribed And Paid-Up Share Capital

As at March 31, 2026, the issued, subscribed and paid-up share capital of the Company stood at Rs.22,74,09,500 (Rupees Twenty-Two Crore Seventy-Four Lakhs Nine Thousand Five Hundred only), comprising 2,27,40,950 (Two Crore Twenty-Seven Lakhs Forty Thousand Nine Hundred Fifty) equity shares of Rs.10 each. There was no change in the issued, subscribed and paid-up share capital of the Company during the financial year under review.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the required disclosures with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are as follows:

(A) Conservation Of Energy
The steps taken or impact on conservation of energy	NA
The steps taken by the company for utilizing alternate sources of energy	NA
The capital investment on energy conservation equipments	NA
(B) Technology Absorption
The efforts made towards technology absorption	NA
The benefits derived like product improvement, cost reduction, product development or import substitution	NA
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NA
The expenditure incurred on research and development	NA

(Rs. In Lakhs)

(C) Foreign Exchange Earnings And Outgo	For the year ended
Particulars	31.03.2026	31.03.2025
Foreign Exchange Earnings
Export of goods calculated on F.O.B. basis	39.85	-
Royalty, know-how, professional and consultation fees	-	-
Interest and dividend	-	-
Other income (Export of Services)	578.10	732.45
TOTAL	617.95	732.45
Foreign Exchange Outgo
Import of Services	396.35	286.00
TOTAL	396.35	286.00

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 (the Act) and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the CSR Rules), the Company is required to undertake Corporate Social Responsibility (CSR) activities in accordance with the provisions of the Act and the CSR Rules.

Since the amount required to be spent by the Company on CSR activities during the financial year 2025-26 was less than Rs.50 lakhs, the Company was not required to constitute a CSR Committee in terms of the proviso to Section 135(9) of the Act. Accordingly, the functions of the CSR Committee were discharged by the Board of Directors of the Company. During the financial year 2025-26, the Company was required to spend Rs.18.67 lakhs towards CSR activities and has spent Rs.18.70 lakhs, thereby fulfilling its CSR obligation for the financial year in accordance with the applicable provisions of the Act and the CSR Rules.

The Annual Report on CSR Activities for the financial year 2025-26, as prescribed under Rule 8 of the CSR Rules, is annexed to and forms part of this Report.

Directors And Key Managerial Personnel

The Company has a well-balanced and diverse Board comprising Executive, Non-Executive and Independent Directors, with an appropriate mix of experience, knowledge, skills and expertise. The Board provides effective oversight, accountability and strategic guidance to the management and ensures compliance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and other applicable statutory and regulatory requirements.

The composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2026, is as follows:

S. No. Name of Director	DIN/PAN	Designation
1 Mr. Prakash Johari	01891273	Managing Director
2 Ms. Sweta Johari	02770947	Whole-time Director
3 Dr. Torsten-Joern Klein	10366241	Non-Executive Director
4 Mr. Massimo Angelo Antonio Monti	03592779	Independent Director
5 Mr. Jorge Luis Arauz	10342785	Independent Director
6 Mr. Uma Shanker Joshi	AIZPJ0703C	Chief Financial Officer
7 Ms. Priya Kesari	ARFPG6741C	Company Secretary and Compliance Officer

Changes In Directors And Key Managerial Personnel

During the financial year ended 31st March 2026, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Re-designation of Directors

At its meeting held on 1st September 2025, the Board, based on the recommendation of the Nomination and Remuneration Committee and in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approved: the re-designation of Mr. Massimo Angelo Antonio Monti (DIN: 03592779) from Non-Executive Director to Independent Director of the Company for a term of five consecutive years, not liable to retire by rotation, subject to the approval of the members of the Company; and the re-designation of Dr. Torsten Joern Klein (DIN: 10366241) from Independent Director to Non-Executive Director (Non-Independent), liable to retire by rotation, with effect from the date of the said Board Meeting.

The re-designation of Mr. Massimo Angelo Antonio Monti from Non-Executive Director to Independent Director was subsequently approved by the members of the Company at the Annual General Meeting held on 29th September 2025.

Appointment of Company Secretary and Compliance Officer

During the year under review, Ms. Priya Kesari (ACS A22710) was appointed as the Company Secretary and Compliance Officer of the Company with effect from 8th May 2025, in place of Ms. Sakshi Mishra (ACS 49605), who resigned from the position of Company Secretary and Compliance Officer with effect from the close of business hours on 8th May 2025.

Material Events During The Year Under Review And Up To The Date Of Signing Of This Report

Appointment of Chief Executive Officer

Subsequent to the close of the financial year, Ms. Sasha Somya was appointed as the Chief Executive Officer (CEO) and Key Managerial Personnel (KMP) of the Company with effect from 1st April 2026.

Re-appointment of Managing Director and Whole-time Director

The existing term of office of Mr. Prakash Johari (DIN: 01891273) as Managing Director and Ms. Sweta Johari (DIN: 02770947) as Whole-time Director of the Company, each appointed for a term of three consecutive years commencing from 15th November 2023, is due to expire on 14th November 2026. The Nomination and Remuneration Committee, at its meeting held on 3rd September 2026, after considering their qualifications, experience, expertise, performance, contribution and suitability, recommended their re-appointment for a further term of three consecutive years, subject to the approval of the members of the Company.

The Board, at its meeting held on 3rd September 2026, after considering the recommendation of the Nomination and Remuneration Committee, approved and recommended to the members: the re-appointment of Mr. Prakash Johari (DIN: 01891273) as Managing Director of the Company for a further term of three consecutive years; and the re-appointment of Ms. Sweta Johari (DIN: 02770947) as Whole-time Director of the Company for a further term of three consecutive years, Subject to the approval of the members at the ensuing Annual General Meeting and on such terms and conditions, including remuneration, as recommended by the Nomination and Remuneration Committee and approved by the Board. The Board has recommended the aforesaid re-appointments and the remuneration payable to Mr. Prakash Johari and Ms. Sweta Johari for consideration and approval of the members at the ensuing Annual General Meeting.

Director Retiring by Rotation

In accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Sweta Johari (DIN: 02770947) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment.

Ms. Sweta Johari has consented to her re-appointment and has confirmed that she is not disqualified from being re-appointed as a Director of the Company in terms of Section 164 of the Companies Act, 2013 and the rules made thereunder.

Considering her experience, knowledge, skills and expertise, the Nomination and Remuneration Committee and the Board have recommended the re-appointment of Ms. Sweta Johari as a Director of the Company, liable to retire by rotation, for consideration and approval of the members at the ensuing Annual General Meeting.

The requisite disclosures and brief profile of Ms. Sweta Johari, as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of the Secretarial Standard on General Meetings (SS-2), are provided in the Notice convening the ensuing Annual General Meeting.

The Board recommends the re-appointment of Ms. Sweta Johari (DIN: 02770947) as Director of the Company, liable to retire by rotation, for consideration and approval of the members at the ensuing Annual General Meeting.

Appointment of New Market Maker

During the financial year under review, the Company, at its Board Meeting held on 12th March 2026, appointed M/s Nikunj Stock Brokers Limited, a stock broker registered with the Securities and Exchange Board of India and a trading member of the National Stock Exchange of India Limited, as the Market Maker for the equity shares of the Company listed on the SME Platform of the National Stock Exchange of India Limited.

The Company also accepted the resignation of its existing Market Maker, M/s Giriraj Stock Broking Private Limited, with effect from 27th March 2026.

Adoption of Maxposure Limited Employee Stock Option Scheme – 2025

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved the Maxposure Limited Employee Stock Option Scheme – 2025 (Scheme) at its meeting held on September 1, 2025, with the objective of attracting, rewarding and retaining talent and aligning the interests of eligible employees with the long-term objectives of the Company. The Scheme was subsequently approved by the members of the Company at their meeting held on September 29, 2025.

Under the Scheme, up to 5,00,000 (Five Lakhs) Employee Stock Options (Options) may be granted, subject to such adjustments as may be applicable in the event of any bonus issue, stock split, consolidation or other reorganisation of the capital structure of the Company in accordance with the terms of the Scheme. Each Option shall be exercisable into one equity share of the Company having a face value of Rs.10 each.

The Scheme shall be administered by the Nomination and Remuneration Committee and shall be implemented through the direct route by way of fresh allotment of equity shares by the Company to eligible employees upon exercise of the Options.

Subsequent to approval by the members, the Company received in-principle listing approval from the National Stock Exchange of India Limited (NSE) vide its letter dated November 11, 2025.

The Scheme has been instituted in compliance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable laws. The requisite disclosures relating to the Scheme have been made available on the website of the Company.

During the financial year under review, no Employee Stock Options were granted to any eligible employees of the Company. Accordingly, there was no increase in the issued, subscribed and paid-up share capital of the Company pursuant to the Scheme during FY 2025–26.

Declaration By Independent Directors Under Section 149(6)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as mentioned under Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization Programmes For Independent Directors

Your Company has formulated a comprehensive Familiarization Programme for its Independent Directors in accordance with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Schedule IV of the Companies Act, 2013 which provides that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company etc. through various programmes.

The details of the familiarization programme imparted to Independent Directors are available on the website of the Company and can be viewed on the following link: https:// maxposuremedia.com/wp-content/uploads/2023/12/Policy-on-Familiarisation-for-Independent-Directors.pdf

Meetings Of Board Of Directors

Your Board meets at regular intervals to discuss and decide on various financial matters, legal and compliance matters and other businesses. Five (5) meetings of the Board of Directors were held during the year and the intervening gap between any two consecutive meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standards- 1. The prescribed quorum was present for all meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Details of Board Meetings held During the Financial Year

S.No. Date of Board Meeting	Board Strength	No. of Directors Present
1 08/05/2025	5	5
2 28/05/2025	5	5
3 01/09/2025	5	5
4 13/11/2025	5	5
5 12/03/2026	5	5

Audit Committee

The Audit Committee of Maxposure Limited plays a crucial role in overseeing and monitoring the financial reporting process, internal control systems, audit functions and overall financial discipline of the Company. The Committee acts as a vital link between the Management, the Board of Directors, the Statutory Auditors and the Internal Auditors and ensures that appropriate checks and balances are maintained in relation to financial reporting, transactions and accounting practices. The Audit Committee comprises members having appropriate knowledge and expertise in financial, accounting and business matters. The composition of the Committee is in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Committee is chaired by an Independent Director.

The functioning of the Audit Committee is governed by its terms of reference, which are in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The Audit Committee met at regular intervals during the financial year under review, and the minutes of the meetings were duly circulated to the members of the Committee and the Board. All recommendations made by the Audit Committee during the year were duly considered and accepted by the Board.

All members of the Audit Committee are financially literate and possess the requisite financial expertise. The Chief Financial Officer, Statutory Auditors and Internal Auditors are regularly invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Audit Committee.

Composition of the Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Audit Committee shall comprise a minimum of three Directors, with Independent Directors forming a majority of the Committee, and the Chairperson of the Committee shall be an Independent Director.

During the Financial Year 2025-26, the Audit Committee was reconstituted from time to time to ensure continued compliance with the applicable provisions of the Companies Act, 2013. Prior to the reconstitution of the Audit Committee on 08th May 2025, the Audit Committee comprised the following members:

S.No. Name of Member	Designation
1 Dr. Torsten-Joern Klein	Chairman
2 Mr. Jorge Luis Arauz	Member
3 Mr. Massimo Angelo Antonio Monti	Member
4 Mr. Prakash Johari	Member

At its meeting held on 08th May 2025, the Board reconstituted the Audit Committee by removing Mr. Prakash Johari as a member of the Committee.

Subsequently, the members of the Company approved the re-designation of Mr. Massimo Angelo Antonio Monti (DIN: 03592779) as an Independent Director at the Annual General Meeting held on 29th September 2025. Further, Dr. Torsten-Joern Klein (DIN: 10366241) was re-designated from Independent Director to Non-Executive Director (Non-Independent).

Accordingly, the Board reconstituted the Audit Committee with effect from 30th September 2025 at its meeting held on 13th November 2025, with Mr. Massimo Angelo Antonio Monti appointed as the Chairperson of the Committee.

As on 31st March 2026, the Audit Committee comprised the following members:

S.No. Name of Member	Designation
1 Mr. Massimo Angelo Antonio Monti	Chairman
2 Mr. Jorge Luis Arauz	Member
3 Dr. Torsten-Joern Klein	Member

Meetings of the Audit Committee and attendance thereat

During the Financial Year 2025-26, the Audit Committee met 5 (five) times, on the following dates

S.No. Date of Audit Committee Meeting	Total No. of members entitled to attend the Meeting	No. of members attended the Meeting
1 08/05/2025	4	4
2 28/05/2025	3	3
3 01/09/2025	3	3
4 13/11/2025	3	3
5 12/03/2026	3	3

Vigil Mechanism

Pursuant to provisions of Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behaviour, actual or suspected fraud or violation of the code of conduct by way of direct access to the Chairman/Chairman of the Audit Committee.

The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

The Policy on Vigil Mechanism may be accessed on the Companys website at the link https://maxposuremedia.com/ wp-content/uploads/2023/12/Policy-On-Vigil-Mechanism.pdf

Nomination And Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has constituted a Nomination and Remuneration Committee (NRC) of the Board of Directors. The Company has in place a policy formulated by the Board of Directors of the Company relating to the remuneration for the Directors, Key Managerial Personnel, Senior management and other employees and also the criteria for determining the qualification, positive attributes and independence of Directors and can be accessed on the Companys website at the link https://maxposuremedia.com/wp-content/uploads/2023/12/ Nomination-Remuneration-and-Evaluation-Policy.pdf

Composition of the Nomination and Remuneration Committee

Pursuant to Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee shall consist of three or more Non-Executive Directors, out of which not less than one-half shall be Independent Directors Consequent upon the re-designation of Mr. Massimo Angelo Antonio Monti (DIN: 03592779) from Non-Executive Director to Independent Director and Dr. Torsten-Joern Klein (DIN: 10366241) from Independent Director to Non-Executive Director (Non-Independent), the Nomination and Remuneration Committee was reconstituted to ensure compliance with the applicable provisions of Section 178 of the Companies Act, 2013. Prior to the aforesaid reconstitution, the Nomination and Remuneration Committee comprised the following members:

S.No. Name of Member	Designation
1 Dr. Torsten-Joern Klein	Chairman
2 Mr. Jorge Luis Arauz	Member
3 Mr. Massimo Angelo Antonio Monti	Member

The members of the Company approved the re-designation of Mr. Massimo Angelo Antonio Monti as an Independent Director at the Annual General Meeting held on 29th September 2025. Accordingly, the Board reconstituted the Nomination and Remuneration Committee with effect from 30th September 2025 at its meeting held on 13th November 2025.

As on 31st March 2026, the Nomination and Remuneration Committee comprised the following members:

S.No. Name of Member	Designation
1 Mr. Massimo Angelo Antonio Monti	Chairman
2 Mr. Jorge Luis Arauz	Member
3 Dr. Torsten-Joern Klein	Member

Meetings of the Nomination and Remuneration Committee and attendance thereat

During the Financial Year 2025-26, the Nomination and Remuneration Committee met 4 (four) times, on the following dates:

S.No. Date of NRC Meeting	Total No. of members entitled to attend the Meeting	No. of members attended the Meeting
1 08/05/2025	3	3
2 01/09/2025	3	3
3 13/11/2025	3	3
4 12/03/2026	3	3

Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations. The prime responsibility of the Stakeholders Relationship Committee is to ensure that the proper liasoning is established with the shareholders of the Company and the grievances of security holders are resolved efficiently and effectively i.e. within the given time period.

Composition of the Stakeholders Relationship Committee

As on 31st March 2026, the Stakeholders Relationship Committee of the Company comprised the following members:

S.No. Name of Member	Designation
1 Dr. Torsten-Joern Klein	Chairman
2 Mr. Jorge Luis Arauz	Member
3 Mr. Massimo Angelo Antonio Monti	Member
4 Ms. Sweta Johari	Member

Meetings of the Stakeholders Relationship Committee and attendance thereat

During the Financial Year 2025-26, the Stakeholders Relationship Committee met on March 12, 2026, in which all the members of the Stakeholders Relationship Committee were present.

General Meetings

During the financial year 2025–26, the Company convened its Annual General Meeting and conducted one Postal Ballot in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

Annual General Meeting: The Annual General Meeting (AGM) of the shareholders of the Company for the financial year 2024–25 was held on 29th September 2025.

Postal Ballot: During the financial year under review, the Company conducted one Postal Ballot, pursuant to which the members of the Company approved the resolutions placed before them. The Postal Ballot process was completed on 22nd December 2025 in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Particulars Of Loans Given, Investment Made, Guarantee Given And Securities Provided

The Company has neither granted any loans, extended any guarantees or provided any securities nor made any Investments during the Financial Year 2025-26, pursuant to the provisions of Companies Act, 2013.

Contracts And Arrangements With Related Parties

Pursuant to the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder, all contracts or arrangements entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arms length basis.

There were no material related party transactions entered into during the year under review, as defined under the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in Form AOC-2, which is annexed to this Report.

The Policy on Related Party transactions may be accessed on the Companys website at the link https://maxposuremedia. com / wp - content /uploads / 202 5 /0 5 /Polic y- on- RPTRs. Maxposure-Limited.pdf

Companys Policy On Appointment And Remuneration Of Directors

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, the Company has adopted a Nomination, Remuneration and Evaluation Policy to govern the appointment and remuneration of the Directors, Key Managerial Personnel (KMP), and Senior Management Personnel.

The policy aims to ensure that:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors with the required skills, expertise, and experience;

Remuneration is linked to individual and Company performance and meets appropriate performance benchmarks;

The appointment of Directors is based on merit, qualifications, experience, and diversity considerations;

Independent Directors are evaluated and remunerated in line with the applicable provisions of the Act and SEBI Regulations, without entitlement to stock options.

The Nomination and Remuneration Committee is responsible for identifying suitable candidates for appointment to the Board and recommending their nomination, as well as determining the remuneration structure in line with the Companys long-term objectives, financial position, and statutory limits.

The policy also provides for the formal evaluation of the performance of the Board, its committees, and individual Directors on an annual basis.

The Company affirms that the appointment and remuneration of Directors, KMPs, and Senior Management during the year were in accordance with the Nomination, Remuneration and Evaluation Policy of the Company. The full Policy is available on the Companys website at: https:// maxposuremedia.com/wp-content/uploads/2023/ 12/ Nomination-Remuneration-and-Evaluation-Policy.pdf

Evaluation Of Board Performance

A formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for the year 2025-26. The evaluation was done using individual questionnaires covering the vision, strategy and role clarity of the Board, Board dynamics and processes, contribution towards the development of strategy, risk management, receipt of regular input and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc.

As part of the evaluation process, the Performance evaluation of all the Directors has been done by all the other Directors (except himself and herself) and the Directors have also evaluated the performance of the Board and its Committees as a whole. The Directors expressed satisfaction with the evaluation process.

Particulars Of Employees And Managerial Remuneration

Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report.

The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

In terms of Section 197(14) of the Companies Act, 2013, the Company does not have any Holding Company. The Managing Director or Whole Time Director does not receive any remuneration or commission from any holding or subsidiary of the Company.

Further, there are no employees posted and working outside India and drawing salary in excess of the prescribed limits under the above Rules and accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India.

Annual Return And Extract Of Annual Return

The Copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company at https:// maxposuremedia.com/wp-content/uploads/2026/04/ Annual-Return-FY-2025.pdf

Risk Management Policy

Your Company has developed and implemented a Risk Management Policy, including the identification of elements of risk and its severity, that may impact the existence of the Company. Though the applicability of the risk management committee does not apply to the Company. However, the Audit Committee of the Board is entrusted to ensure the Risk Management Policy and System. The Board of Directors has a Risk Management Policy which is available on the Companys website at https:// maxposuremedia.com/wp-content/uploads/2023/12/Risk-Management-Policy.pdf

Management Discussion And Analysis Report

In terms of Regulation 34(2) (e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report has been prepared and the same is forming part of this Report.

Corporate Governance

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Para C, D, and E of Schedule V, shall not apply to a listed entity which has listed its specified securities on the SME Exchange.

Since the Company has listed its equity shares on the SME platform and falls within the exemption criteria prescribed under the said regulation, compliance with the aforesaid provisions relating to corporate governance is not applicable.

Accordingly, the report on Corporate Governance is not annexed to this Annual Report.

Annual Secretarial Compliance Report

Your Company being eligible has claimed exemption under Regulation 15(2) of SEBI (LODR), Regulations, 2015 to NSE for submitting Annual Secretarial Compliance Report. Such exemption was duly filed to the exchange.

Disclosure Of Utilization Of IPO Proceeds And Variation/ Deviation In Utilization Of Funds A. Statement Of Utilisation Of Issue Proceeds

(Rs. In Lakhs)

S.No. Objective of the issue	Amount allotted for the object (Original)	Amount allotted for the object (Modified)	Amount utilized till 31st March, 2025	Amount utilized from 01.04.2025 to 30.09.2025	Amount unutilized as on 30.09.2025	Amount utilized from 01.10.2025 To 31.03.2026	Amount unutilized as on 31.03.2026
1 Funding of expenses proposed to be incurred towards obtaining various certifications from the Federal Aviation Administration (\u201cFAA\u201d) and the European Union Aviation Safety Agency (\u201cEASA\u201d) for Wireless Streaming Server (\u201cAeroHub\u201d) and Patented Inviseo tray table	350.00	250.00	119.72	80.00	50.28	50.28	--
2 Funding working capital requirements of our Company for manufacturing the Proposed Products and the working capital requirements of our Company in the ordinary course of business	850.00	784.57	154.39	413.52	216.66	216.66	--
3 Prepayment or repayment of all or a portion of certain outstanding borrowings availed by our Company	250.00	95.65	95.65	--		--	--
4 General corporate purposes	381.64	202.62	--	202.62	--	--
5 IPO Expenses	194.56	186.81	186.81		--	--	--
6 Strategic Acquisition and Investment	--	506.55	506.55	--	--	--	--
TOTAL	2026.20	2026.20	1063.12	696.14	266.94	266.94	--

Explanation Of Deviation And Reasons Thereof

The Board at its meeting held on 10th February, 2025 has accorded its consent to the variation in the utilization of proceeds, including the reallocation of funds among the original objects and the introduction of an additional object — namely, a strategic acquisition and investment, intended to support the companys expansion and long-term growth objectives. The variation was subsequently placed before the shareholders for their approval and was duly approved at the Extraordinary General Meeting held on March 6, 2025.

This variation pertains to the proposed acquisition and investment in a target company operating within the aviation industry.

The variation is driven by strategic objectives aimed at:

Expanding market reach and presence in new and existing geographies.

Diversifying product and service offerings to strengthen the Companys portfolio; and

Accelerating growth through access to the target companys established customer relationships, intellectual property, and domain expertise.

The proposed investment is expected to enhance the Companys long-term competitiveness and value creation by enabling faster scale-up and deeper market penetration. The Board believes this variation aligns with the Companys vision of achieving sustainable growth through strategic acquisitions.

B. Variation/ Deviation In Utilization Of Funds

(Rs. In Lakhs)

Original Object	Modified object, if any	Original Allocation	Modified Allocation, if any	Funds Utilized till 31st March, 2026	Amount of Deviation/ Variation according to applicable object	Remarks, if any
Funding of expenses proposed to be incurred towards obtaining various certifications from the Federal Aviation Administration (\u201cFAA\u201d) and the European Union Aviation Safety Agency (\u201cEASA\u201d) for Wireless Streaming Server (\u201cAeroHub\u201d) and Patented Inviseo tray table	Funding of expenses proposed to be incurred towards obtaining various certifications from the Federal Aviation Administration (\u201cFAA\u201d) and the European Union Aviation Safety Agency (\u201cEASA\u201d) for Wireless Streaming Server (\u201cAeroHub\u201d) and Patented Inviseo tray table	350.00	250.00	250.00	Nil	The amount allocated for this object was reduced from Rs. 350 lakhs to Rs. 250 lakhs
Funding working capital requirements of our Company for manufacturing the Proposed Products and the working capital requirements of our Company in the ordinary course of business	Funding working capital requirements of our Company for manufacturing the Proposed Products and the working capital requirements of our Company in the ordinary course of business	850.00	784.57	784.57	Nil	The amount allocated for this object was reduced from Rs. 850 lakhs to Rs. 784.57 lakhs
Prepayment or repayment of all or a portion of certain outstanding borrowings availed by our Company	Prepayment or repayment of all or a portion of certain outstanding borrowings availed by our Company	250.00	95.65	95.65	Nil	The amount allocated for this object was reduced from Rs. 250 lakhs to Rs. 95.65 lakhs
General corporate purposes	General corporate purposes	381.64	202.62	202.62	Nil	The amount allocated for this object was reduced from Rs. 381.64 lakhs to Rs. 202.62 lakhs
IPO Expenses	IPO Expenses	194.56	186.81	186.81	Nil	The amount allocated for this object was reduced from Rs. 194.56 lakhs to Rs. 186.81 lakhs
--	Strategic Acquisition and Investment	--	506.55	506.55	Nil	Allocation of Rs. 506.55 lakhs towards additional objective of strategic Acquisition vide shareholders approval at EGM held on 6th March, 2025

Listing Of Securities

During the financial year 2023–24, your Company successfully completed its Initial Public Offering (IPO), and the equity shares were listed on the NSE Emerge Platform, the SME segment of the National Stock Exchange of India Limited (NSE), on January 23, 2024.

The equity shares of the Company are listed on the NSE Emerge Platform under the symbol MAXPOSURE, with ISIN INE0ECC01022 . The Company has duly paid the requisite annual listing fees to the NSE.

Directors Responsibility Statement

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, the Directors would like to state/confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended on 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the appropriate accounting policies have been selected and applied 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 2025-26 and of the profit/ loss of the Company for that period;

(c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts for the Financial Year ended on 31st March, 2026 have been prepared on a going concern basis;

(e) the Directors, have 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 The Regulators Or Courts

During the financial year ended March 31, 2026, no significant material orders were passed by any regulator, court, or tribunal which would impact the going concern status of the Company or its future operations.

Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Companies Secretaries of India.

Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place a policy on prevention of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been duly constituted to address complaints of sexual harassment.

In compliance with the latest regulatory requirements, the following is the summary of complaints received and resolved during the financial year 2025–26:

Particulars	Number
Complaints of sexual harassment received	0
Complaints disposed off during the year	0
Complaints pending for more than 90 days	0
Number of workshops or awareness programs conducted	3

The Company is committed to providing a safe and respectful workplace for all employees, and it conducts regular awareness programs and trainings to sensitize employees about the prevention of sexual harassment at work.

Disclosure Related To Insolvency And Bankruptcy Code, 2016

During the financial year 2025–26, no application was made or admitted under the Insolvency and Bankruptcy Code, 2016 (IBC) by or against the Company. Therefore, the requirement to disclose the details of any proceedings under the Code does not arise.

Details Of Difference Between Valuation At The Time Of One Time Settlement And At The Time Of Availing Loan

During the financial year 2025–26, the Company has not undertaken one time settlement with any bank or financial institution. Accordingly, the requirement to disclose differences in valuation under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable.

Compliance With The Maternity Benefit Act, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year.

Acknowledgements

The Board of Directors places on record its sincere appreciation for the continued support and cooperation received from the shareholders, employees, customers, suppliers, bankers, financial institutions, regulatory authorities, and other stakeholders during the year.

We acknowledge the dedicated efforts and commitment of our employees across all levels, whose contributions remain vital to the Companys progress and growth.

	For and on Behalf of the Board of Directors
	Maxposure Limited
	SD/-	SD/-
	Prakash Johari	Sweta Johari
Place: New Delhi	Managing Director	Whole- time Director
Date: 03/09/2026	DIN - 01891273	DIN - 02770947