Maxposure Ltd Directors Report

To the Members of Maxposure Limited

(previously known as Maxposure Media Group India Private Limited)

Your Directors have pleasure in presenting this 19th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2025.

Financial Highlights

The Financial Results for the year ended March 31, 2025 and the corresponding figures for the previous year are as under:

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	Financial	Financial	Financial	Financial
	Year	Year 2023-	Year	Year 2023-
	2024-25	24	2024-25	24
Revenue From
	5390.06	4281.38	6328.16	4727.76
Operations
Other Income	138.32	85.32	134.83	86.67
Total Income	5528.38	4366.69	6462.99	4814.43
Total Expenses	4407.67	3363.33	5363.32	3760.51
Profit before
exceptional and
	1120.71	1003.36	1099.67	1053.92
extraordinary items
and tax
Exceptional Items
and extraordinary
	-	(88.47)	-	(88.47)
items
- Prior period items
Profit before tax	1120.71	1091.83	1099.67	1142.38
Tax Expenses	282.27	320.44	249.57	331.80
Profit after tax	838.43	771.39	850.10	810.58
Earnings Per Share
	3.69	3.39	3.74	3.56
Basic & Diluted

Statement Of Companys Affairs And Future Outlook

During the financial year 2024–25, your Company demonstrated robust performance and continued its upward growth trajectory. The year was marked by strong financial outcomes and meaningful operational achievements, with significant improvements in both standalone and consolidated metrics over the previous year.

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

? Revenue from Operations stood at 6,328.16 Lakhs, reflecting a 33.85% increase over 4,727.76 Lakhs in FY 2023–24.

? Total Income increased to 6,462.99 Lakhs from 4,814.43 Lakhs in the previous year.

? Profit Before Tax (PBT) stood at 1,099.67 Lakhs, compared to 1,142.38 Lakhs in FY 2023–24.

? Profit After Tax (PAT) improved to 850.10 Lakhs, as against 810.58 Lakhs in the previous year.

? Earnings Per Share (EPS) (Basic and Diluted) increased to 3.74 from 3.56.

Prospects For 2025-2026

Your company enters FY 2025–26 with strong momentum and a vision to be a globally recognised leader in Media & Entertainment Services, offering Media as a Service (MAAS) across diverse content verticals, immersive/interactive technologies, and innovative platforms.

Building on its performance in FY 2024–25, the company will focus on scaling its global presence, deepening technology integration, and expanding service capabilities across the aviation, tourism, automobile, luxury, and real estate sectors. Maxposure aims to evolve into a full-spectrum MAAS provider, delivering value through content marketing, inflight media, immersive technology, advertising and digital innovation.

Expanding Content Marketing Business

Your company continued to strengthen its position as a leading content marketing and strategic communications partner in FY 2024–25, securing several prestigious mandates from both government and corporate sectors. These engagements reflect the companys growing capabilities in digital storytelling, brand strategy, and global communications.

Your company was appointed by the Ministry of External Affairs for promotion of the prestigious Bharat Ko Janiye Quiz 2024-25, launched by the Honourable External Affairs Minister of India, Dr. S. Jaishankar under the leadership of Honourable Prime Minister Shri Narendra Modiji. Strengthening the companys digital marketing domain, the project was promoted successfully through the social media handles of the Ministry and Indian embassies and high commissions worldwide. Expanding its footprint in public-sector marketing, your company onboarded India Tourism Development Corporation Ltd. (ITDC) under the Ministry of Tourism wherein your company is responsible for Digital Marketing and Public Relations initiatives. The engagement focuses on boosting brand visibility, driving audience engagement, and building thought leadership in both domestic and international markets. In a separate engagement, your company was also awarded the Internal Communications Mandate for HMILs Experience Hyundai, a monthly newsletter. This initiative strengthens Maxposures presence in the automotive and corporate communication space and highlights its growing capabilities in employee engagement, internal branding, and content-led culture building for large enterprises.

These high-profile assignments reaffirm your companys leadership in delivering integrated communication and branding strategies for both public sector institutions and leading corporate brands. Your companys content marketing business is expected to play a central role in its Media as a Service (MAAS) strategy, both in India and international markets, expanding offerings across digital marketing, content creation, and strategic communications.

Technology Initiatives

Your companys technology division, AeroHub, continues to make strides in transforming inflight entertainment (IFE) through its cutting-edge hardware and software solutions. With strong demand for cost-effective, portable, and non-intrusive IFE systems, AeroHub has emerged as a preferred technology partner for global airlines.

AeroHub, forged a strategic partnership with Garuda Indonesia, a 5-star Skytrax-rated airline, to deploy its battery-powered inflight entertainment (IFE) system aboard Boeing 737 aircraft under a pilot initiative. The solution, selected for its ability to function independently of aircraft electrical systems, requires no structural modifications, making it a cost-effective and efficient passenger engagement tool.

In another major development, AeroHub partnered with Air Europa, one of Spains premier airlines, to implement AeroHubPro, its advanced portable IFE system, across 40 Boeing 737 MAX aircraft. This marks a significant milestone in your companys global expansion strategy and highlights the increasing demand for portable, flexible IFE solutions across the international aviation sector.

Your companys proprietary SkyView Software Suite was opted as an Inflight Entertainment Solution is now live on Kenya Airways and Garuda Indonesia. The company continues to develop additional products like 2D Moving Map, Qibala App, AirShop, AeroVoice and integrating them in the Skyview Software Suite. These are expected to become additional SaaS revenue lines being built for the future. The Skyview Software Suite delivers high-quality content, multilingual Metadata & GUI interface (supports over 15 languages), real-time updates, and advertising capabilities—enhancing passenger experience while opening new monetisation opportunities for airlines.

Your company will continue to expand its Skyview Suite licensing to global connectivity providers as well as enhance the features of the AeroHub Wireless Streaming Server. This technology segment enjoys very high gross margins due to its proprietary nature, low infrastructure dependency, and recurring licensing revenues—making it a critical growth engine in Maxposures long-term strategy.

Immersive Marketing

Following the acquisition of UK based Neutral Digital, your companys capabilities in immersive, VR/ XR experiences, high definition animations and CGI has seen strong performance and significant growth. The acquisition has enabled it to expand services, particularly in aviation and real estate sectors.

In the aviation category, the Company has successfully delivered CGI, animation, VR solutions, GUI design, Boarding videos and films to several prominent global airlines and OEMs like Emirates, Qatar Airways, British Airways, Panasonic. Saudia, etc. High quality CGI services have been provided to an array of airlines like Etihad, Hawaiian, Pegasus, British Airways, Druk Air, Delta+Latam, Air Nostrum, etc and to Panasonic. These projects showcase the companys expertise in creating photorealistic environments for aircraft interiors, cabins, and enhancing passenger experiences.

Notably, the company also executed premium renders and animations to Emirates, British Airways (First Class), Latam air, etc further solidifying the companys expertise in the aviation visualisation domain.

Your company has also designed a next-generation interactive (GUI) for Saudia Airlines, enhancing passenger interaction and inflight engagement through intuitive, immersive visual elements. The company also created a Boarding Video for Emirates, capturing the airlines luxury positioning and commitment to excellence. Additionally, the company developed a film for British Airways Economy Class, aimed at enhancing pre-flight engagement and communicating passenger comfort features.

Beyond aviation, the companys capabilities are also being deployed in the real estate sector offering Immersive virtual walkthroughs for luxury developments, 3D architectural visualizations, AR/VR experiences that support engagement and experiential marketing for Ballymore, a real estate developer in the United Kingdom.

This expansion reflects the companys continued commitment to delivering cutting-edge immersive and experiential experiences across industries. The companys ability to integrate design, animation, storytelling, and interactivity at a global scale reinforces its ambition to become a leader in Media as a Service (MAAS)—offering fully integrated content, technology, and immersive marketing solutions across industries.

Advertising Agency Initiatives

Under Bluebird, your advertising agency, your company was appointed the official printing partner for Delhi Metro Rail Corporation (DMRC) for a three-year term, tasked with producing and supplying identity and retirement cards — a critical function supporting security and access control for DMRC operations.

Your company further strengthened its branding and visual communication; by onboarding National Hydroelectric Power Corporation (NHPC) as its official printing partner for Corporate stationary and branding needs. Your company also strengthened its position as a key player in Maharashtras public information ecosystem with empanelment in the print media advertising for significant civic bodies- the Panvel Municipal Corporation (PMC), Maharashtra Electricity Regulatory Commission (MERC) and the Bhiwandi Nizampur City Municipal Corporation (BNCMC).

With a strong portfolio of government, institutional and corporate clients, your company is well-positioned to expand its service offerings into integrated ad campaigns (print+ digital), visual strategies for smart cities and infrastructure projects, corporate communications, etc.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as no dividend was declared or paid in earlier years.

Amount Transferred To Reserves

During the financial year ended March 31, 2025, 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

Subsequent to the end of the financial year, the company has increased its shareholding in Neutral Digital Limited from 57.28% to 92%, thereby enhancing its control and potential influence over the subsidiary. This acquisition constitutes a material change and is expected to have a significant impact on the Companys consolidated financial position in the upcoming periods.

Apart from this, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

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 has two (2) Subsidiary Companies, namely:

? Blue Bird Advertising Private Limited became a wholly owned subsidiary (WOS) of the Company with effect from December 26, 2023, upon acquisition of 100% of its equity shares. The acquisition is in line with the Companys strategic objective to strengthen its capabilities in the advertising and branding domain within India.

? Neutral Digital Limited, an overseas entity, became a subsidiary of the Company on March 6, 2025, following the acquisition of 57.28% equity stake. The investment marks the Companys entry into the global digital solutions and creative technology sector and is expected to contribute significantly to future growth.

The Company does not have any joint ventures or associate companies as defined under the Companies Act, 2013.

Performance And Financial Position Of Subsidiary Companies

Blue Bird Advertising Private Limited

During the year under review, Blue Bird Advertising Private Limited reported stable operational performance with improved brand outreach for its clients and enhanced profitability. The integration with the Companys core business is progressing effectively and is expected to yield increased cross-selling opportunities in the near term.

Neutral Digital Limited

As the 57.28% stake was acquired in the last quarter of the financialyear,NeutralDigitalLimitedsfull-yearperformancewas not consolidated for the reporting year. However, preliminary figures indicate strong top-line growth and promising margins. The Company is confident that this subsidiary will play a pivotal role in its international expansion strategy and digital innovation roadmap.

The Board has reviewed the affairs of the Companys subsidiaries at regular intervals. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements incorporating the Financial Statements of subsidiaries, which form part of the Annual Report. A separate statement containing the salient features of the Financial Statements of the Companys subsidiary, in the prescribed Form AOC-1 is annexed with this Report. This statement also provides details of the performance and financial position of the Subsidiary of the Company. Further pursuant to the provisions of Section 136 of the Companies Act, 2013, these financial statements are also placed on the Companys website at https://maxposuremedia.com/investors/

Copy of these Financial Statements shall be made available to any member of the Company, on 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.

The Statutory Auditors, M/s. Manish Pandey & Associates, Chartered Accountants, have conducted the audit of the financial statements of the Company for the financial year ended March 31, 2025, in a fair and transparent manner. The Auditors Report forms an integral part of this Annual Report.

The Auditors have issued an unmodified opinion on the financial statements of the Company for the financial year 2024–25. There are no qualifications, reservations, adverse remarks, or disclaimers in the Auditors Report.

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

Internal Auditor & Their Report

The Company had engaged M/s. Arun K Agarwal & Associates, Chartered Accountants (FRN: 003917N), as the Internal Auditors of the Company for the Financial Year 2024-25 and their reports are reviewed by the Audit Committee from time to time. The internal audit assists the Company to review the operational efficiency and the internal controls. The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review. During the Current year 2025-26, the Board of Directors of the Company, on the recommendation of the Audit Committee, has reappointed M/s. Arun K Agarwal & Associates, Chartered Accountants (FRN: 003917N) as the Internal Auditors of the Company.

Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the applicable rules made thereunder, the Company has obtained a Secretarial Audit Report in the prescribed form, for the financial year ended 31st M arch, 2025, from M/s. Amit Shukla & Associates, Practicing Company Secretaries, annexed herewith and forming part of the Report. There is no qualification, reservation or adverse remark made by the Secretarial Auditor in its report. M/s VAP & Associates, Company Secretaries (FRN: P2023UP098500 and Peer Review Certificate No. 1083/ 2021) is appointed as secretarial auditor for the Financial Year 2025-26 by the Board of Directors of the Company in their meeting held on September 1st, 2025.

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 for its material subsidiary, if any. This exemption is available to the Company under Regulation 15(2) of the Listing Regulations, which exempts companies listed on the SME platform from compliance with certain corporate governance provisions, including Regulation 24A. Accordingly, since the requirement of conducting secretarial audit of the Company and its material subsidiary under Regulation 24A, is not applicable, the same has not been conducted for the financial year under review.

Internal Financial Controls

Your Company has maintained a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. The Audit Committee reviews at regular intervals the Internal Financial Control and Risk Management system and also the Statutory Auditors confirm that the Companys Internal Financial control is adequate. The report on the Internal Financial Control issued by M/s. Manish Pandey & Associates, Chartered Accountants, Statutory Auditors of the Company in compliance with the provisions under the Companies Act, 2013 is forming part as Annexure B of the Auditors Report for the F.Y. 2024-25.

Disclosure About Cost Audit

The provisions of maintenance of cost audit records and filing are not applicable to the Company.

Share Capital

During the year under review, the Company has not issued equity shares or sweat equity shares. The Company has not offered any shares under the Employee Stock Option Scheme and bought back any of its securities. The Company has not issued any debentures, bonds or any other non-convertible securities or warrants during this Financial Year. Hence, during the Financial Year 2024-25 no changes took place in the share capital of the Company.

Authorized Share Capital: As on March 31, 2025, the authorized share capital of the Company is 24,50,00,000, divided into 2,29,00,000 equity shares of 10 each and 16,00,000 preference shares of 10 each.

Issued, Subscribed and Paid-up Capital: As on March 31, 2025, the paid-up capital of the Company is 22,74,09,500, divided into 2,27,40,950 equity shares of 10 each.

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
					NA
		sources of energy
		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
					NA
		reduction, product development or import substitution
		In case of imported technology (imported during the last
		three years reckoned from the beginning of the financial			NA
		year)
		The expenditure incurred on research and development			NA
(C)	Foreign Exchange Earnings And Outgo		For the year ended
	Particulars		31.03.2025	31.03.2024
	Foreign Exchange Earnings
	Export of goods calculated on F.O.B. basis		-	-
	Royalty, know-how, professional and
			-	-
	consultation fees
	Interest and dividend		-	-
	Other income (Export of Services)		732.45	546.05
	TOTAL		732.45	546.05
	Foreign Exchange Outgo
	Import of Services		286.00	61.08
	TOTAL		286.00	61.08

Corporate Social Responsibility

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

Since the amount required to be spent by the Company on CSR activities during the financial year 2024-25 is less than 50 lakhs, the Company is not required to constitute a CSR Committee as per the proviso to Section 135(9) of the Act. Accordingly, the functions of the CSR Committee are being discharged by the Board of Directors.

During the financial year, the Company was required to spend 11.74 lacs and has spent 12 lacs on CSR activities in accordance with its obligations under the Act.

The Annual Report on CSR activities for the financial year 2024-25 as prescribed under Rule 8 of the CSR Rules, is annexed to this Report.

Directors And Key Managerial Personnel

The Board of Directors of the Company is duly constituted as on 31st March 2025. The details of the Board of Directors and Key Managerial Personnel (KMP) as on 31st March 2025 are 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
	Mr. Massimo Angelo		Non-Executive
3		03592779
	Antonio Monti		Director
4	Dr. Torsten-Joern Klein	10366241	Independent Director
5	Mr. Jorge Luis Arauz	10342785	Independent Director
6	Mr. Uma Shanker Joshi	AIZPJ0703C	Chief Financial Officer
7	Ms. Sakshi Mishra	CBTPM1523N	Company Secretary
			and Compliance Officer

Changes In Directors And Key Managerial Personnel

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel.

Recommendation To The Shareholders For Appointment Of Directors

Pursuant to the provisions of Section 152 of the Companies

Act, 2013, Mr. Prakash Johari (DIN: 01891273), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

Further, based on the recommendation of the Nomination and Remuneration Committee and upon receipt of the declaration under Section 149(6) and 149(7) of the Companies Act, 2013, confirming independence, the Board has approved and recommends for the approval of the shareholders, the re-designation of Mr. Massimo Angelo Antonio Monti (DIN: 03592779), currently serving as a Non-Executive Director, as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from the date of approval by the shareholders at the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. Prakash Johari as Director and re-designation of Mr. Massimo Angelo Antonio Monti as Independent Director for the consideration and approval of the members at the ensuing Annual General Meeting.

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

Changes in Board and KMP

? Ms. Priya Kesari was appointed as the Company Secretary and Compliance Officer of the Company with effect from 8th May 2025, in place of Ms. Sakshi Mishra, who ceased to hold office from the said date.

? Upon the request of Dr. Torsten Joern Klein and recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on 1st September, 2025 approved his re-designation from Independent Director to Non-Executive Director, liable to retire by rotation, effective from the date of Board Meeting.

? The Board, based on the recommendation of the Nomination and Remuneration Committee and upon receipt of a declaration of independence as per the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, approved the re-designation of Mr. Massimo Angelo Antonio Monti from Non-Executive Director to Independent Director for a term of five consecutive years, subject to shareholders approval at the ensuing Annual General Meeting.

Adoption of Maxposure Limited Employee Stock Option Scheme – 2025

? The Board, based on the recommendation of the Nomination and Remuneration Committee, has approved the proposal of the Maxposure Limited Employee Stock Option Scheme

– 2025, to reward and retain talent and align employees objectives with the Companys long-term goals.

? The Scheme proposes to grant up to 5,00,000 (Five Lakhs) stock options, convertible into an equal number of equity shares, to eligible employees and directors of the Company and its subsidiaries. The Scheme is proposed to be implemented through fresh allotment of shares and is subject to shareholders approval at the ensuing Annual General Meeting.

? The Scheme will be administered by the Nomination and Remuneration Committee, which has been designated as the Compensation Committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Declaration By Independent Directors Under Section 149(6)

TheCompanyhasreceiveddeclarationsfromalltheIndependent 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. Seven (7) 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	20/05/2024	5	5
2	08/09/2024	5	5
3	27/09/2024	5	4
4	14/11/2024	5	5
5	01/12/2024	5	4
6	10/02/2025	5	5
7	28/03/2025	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 within the Company. The Committee ensures that proper checks and balances are in place with regard to financial transactions and accounting practices. It acts as a vital link between the Management, the Board of Directors, the Statutory Auditors, and the Internal Auditors.

The Audit Committee comprises members with extensive knowledge and expertise in financial, accounting, and business matters. The Committees composition is in line with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Committee is chaired by an Independent Director.

The functioning of the Committee is governed by a charter and terms of reference that comply with applicable regulatory requirements. The Audit Committee held regular meetings during the year under review, and the minutes of these meetings were duly circulated to all Committee and Board members. The recommendations made by the Audit Committee during the year were accepted and implemented by the Board.

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

Composition of the Audit Committee

As on 31st March 2025, the Audit 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	Mr. Prakash Johari	Member

Meetings of the Audit Committee and attendance thereat

During the Financial Year 2024-25, the Audit Committee met 5 (five) times, on the following dates

		Total No. of members	No. of members
S.No.	Date of Audit	entitled to attend the	attended the
	Committee Meeting
		Meeting	Meeting
1	20/05/2024	4	4
2	08/09/2024	4	4
3	27/09/2024	4	3
4	14/11/2024	4	4
5	10/02/2025	4	4

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 behavior, 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 Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee 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

As on 31st March 2025, the Nomination and Remuneration 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

Meetings of the Nomination and Remuneration Committee and attendance thereat

During the Financial Year 2024-25, the Nomination and Remuneration Committee met 2 (two) times, on the following dates

		Total No. of members	No. of members
S.No.	Date of NRC	entitled to attend the	attended the
	Meeting
		Meeting	Meeting
1	20/05/2024	3	3
2	08/09/2024	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 2025, 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 2024-25, the Stakeholders Relationship Committee met on May 20, 2024, in which all the members of the Stakeholders Relationship Committee were present.

General Meetings

Extra-ordinary General Meeting: Two (2) extra-ordinary general meetings were held on 24th October, 2024 and 6th March, 2025 respectively during the financial year under review.

Annual General Meeting: Annual General Meeting of the shareholders of the Company was held on 30th September, 2024.

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 2024-25, 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/2025/05/Policy-on-RPT_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;

? TheappointmentofDirectorsisbasedonmerit,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 2024-25. 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/2025/01/Annual-Return-2024.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

				Amount	Amount	Amount		Amount
							Amount		Amount
				allotted for	allotted for	utilized from		utilized from
S.No.	Objective of the issue						unutilized as		unutilized as
				the object	the object	01.04.2024 to		01.10.2024 To
							on 30.09.2024		on 31.03.2025
				(Original)	(Modified)	30.09.2024		31.03.2025
	Funding of expenses pro-posed to be
	incurred towards	obtaining	various
	certifications from the Federal Aviation
1	Administration ("FAA") and the European			350.00	250.00	39.72	310.28	80	130.28
	Union Aviation Safety Agency ("EASA") for
	Wireless Streaming	Server ("AeroHub")
	and Patented Inviseo tray table
	Funding working capital requirements
	of our Company for	manufacturing the
2	Proposed Products	and the working		850.00	784.57	154.39	695.61	--	630.18
	capital requirements of our Company in
	the ordinary course of business
	Prepayment or repayment of all		or a
3	portion of certain	outstanding	bor-	250.00	95.65	95.65	154.35	--	--
	rowings availed by our Company
4	General corporate pur-poses			381.64	202.62	--	381.64	--	202.62
5	IPO Expenses			194.56	186.81	186.81	7.75	--	--
6	Strategic Acquisition and Investment			--	506.55	--	--	506.55	--
	TOTAL			2026.20	2026.20	476.57	1549.63	586.55	963.08

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

Amount

Amount

Amount

Original

utilized from

utilized from

Amount unutilized

Original Object

Modified object, if any

unutilized as

Allocation

01.04.2024 to

01.10.2024 To

as on 31.03.2025

on 30.09.2024

30.09.2024

31.03.2025

Funding of expenses proposed

Funding

of

expenses

350.00

250.00

119.72

Nil

The amount

al-

to be incurred

towards

ob-

proposed

to be

incurred

located for

this

taining

various

certifications

towards obtaining various

object was reduced

from

the Federal

Aviation

Ad-

certifications

from

the

from 350 lakhs to

ministration

("FAA")

and

the

Federal Aviation Admin-

250 lakhs

European Union Aviation Safe-

istration ("FAA")

and the

ty Agency ("EASA") for Wireless

European Union Aviation

Streaming Server

("Aero-Hub")

Safety Agency

("EASA")

and Patented Inviseo tray table

for Wire-less

Streaming

Server ("AeroHub")

and

Pa-tented

Inviseo

tray

table

Funding

working

capital

Funding

working

850.00

784.57

154.39

Nil

The amount

al-

requirements

of our

Company

capital

requirements

located for

this

for

manufacturing

the

of our

Company

for

object was reduced

Proposed Products

and

the

manufacturing

the

from 850 lakhs to

working

capital requirements

Proposed

Products

784.57 lakhs

of our Company in the ordinary

and the

working

capi-

course of business

tal requirements of

our

Company in the ordinary

course of business

Prepayment

or

re-payment

Prepayment

or

re-

250.00

95.65

95.65

Nil

The amount

al-

of all

or

a portion

of

certain

payment

of

all or

a

located for

this

outstanding borrowings availed

portion of certain

out-

object was reduced

by our Company

standing

borrowings

from 250 lakhs to

availed by our Company

95.65 lakhs

General corporate purposes

General corporate

381.64

202.62

0.00

Nil

The amount

al-

purposes

located for

this

object was reduced

from 381.64

lakhs

to 202.62 lakhs

IPO Expenses

IPO Expenses

194.56

186.81

186.81

Nil

The amount

al-

located for

this

object was reduced

from 194.56

lakhs

to 186.81 lakhs

--

Strategic Acquisition and

--

506.55

506.55

Nil

Allocation

of

Investment

506.55

lakhs

towards additional

objective of strategic

Acquisition

and

Investment

vide

s h a r e h o l d

e r s

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 NSE Emerge Platform under the symbol "MAXPOSURE", and ISIN is INE0ECC01022. The Company has also paid the requisite annual listing fees to NSE for the financial year 2024–25 and 2025-26.

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, 2025, 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 2024-25 and of the profit and 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, 2025 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, 2025, 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 2024–25:

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 2024–25, 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 2024–25, 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.

FORM NO. AOC-1

Statement containing salient features of the financial statement of Subsidiaries/associate companies /joint ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

S.No.	Particulars	Name of the subsidiary
		Blue Bird Advertising Private	Neutral Digital Limited
		Limited (Amt in Rs. Lakhs)	(Amt in Rs. Lakhs)
1.	Date since when subsidiary was acquired	26.12.2023	06.03.2025
	Reporting period for the subsidiary concerned, if different from
2.		No	No
	the holding companys reporting period
	Reporting currency and Exchange rate as on the last date of the		Reporting currency: ? (Pounds)
3.		Not Applicable
	relevant Financial year in the case of foreign subsidiaries.		Exchange rate: 110.5345 INR
4.	Share capital	2	0.38
5.	Reserves & Surplus	144.69	374.63
6.	Total Assets	447.40	885.30
7.	Total Liabilities	300.71	510.29
8.	Investments	-	-
9.	Turnover	821.43	2,495.10
10.	Profit/ Loss before taxation	51.26	(30.78)
11.	Provision/ Credit for taxation	12.90	(79.55)
12.	Adjustment in respect of tax of earlier years	(0.26)	0
13.	Profit after taxation	38.62	48.77
14.	Proposed Dividend	-	-
15.	Extent of shareholding (in percentage)	100%	57.28%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations – Nil

2. Names of subsidiaries which have been liquidated or sold during the year. - Nil

Part "B": Associates and Joint Ventures

The Company does not have any Associates or Joint Ventures during the reporting period.

FORM NO. AOC-2

(Pursuant to Clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, including certain arms length transactions under third proviso thereto.

? Details of contracts or arrangements or transactions not at arms length basis- Nil

? Details of material contracts or arrangement or transactions at arms length basis

			Nature of	Duration of	Salient terms of the
						Date of	Amount paid as
		Nature of	contracts/	the contracts/	contracts or arrangements
S. No	Name(s) of the					approval by	advances, if any
	Related Party	Relationship	arrangements/	arrangements/	or transaction including the
						the Board	(in Rs. Lacs)
			transaction	transaction	value (In Rs. Lacs), if any
	M/s Subcontinental	Company in
			Purchase of	As per
1.	Media Group	which Director is			112.00	20/05/2024	Nil
			services	Purchase order
	Private Limited	Director
	M/s Three Hands
		Company in
	Infrastructure
2.		which Director is	Rent paid	9 Years	85.18	20/05/2024	Nil
	(India) Private
		Director
	Limited
	Aeroplay	Company in
				As per Release
3.	Entertainment Pte.	which Director is	Sale of services		16.43	20/05/2024	Nil
				order
	Ltd.	interested
		Company in
	Iconic Brands			As per Release
4.		which Director is	Sale of services		1.50	20/05/2024	Nil
	Group, INC			order
		Director

# All the transaction was entered in the ordinary course of business and at arms length basis.

FORM NO. MR-3 Secretarial Audit Report

For the Financial Year ended 31st March, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members

Maxposure Limited

Ground Floor, 62, Okhla Industrial Estate Phase – 3, South Delhi, New Delhi – 110020

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Maxposure Limited (hereinafter called the "Company"), bearing CIN: L22229DL2006PLC152087. The Secretarial Audit was conducted in a manner that provided us with a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed with Regulatory Authorities, and other records maintained by the Company for the financial year ended on 31st March 2025 according to the provisions of: i. The Companies Act, 2013 (the "Act") and the rules made there under. ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder. iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder. iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act), to the extent applicable:

1. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended to date;

3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

4. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

5. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client;

7. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

8. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

9. The Securities and Exchange Board of India (Buy back of Securities) Regulations, 2018; 10. The Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021; 11. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; vi. Other Applicable Laws: a. The Information Technology Act, 2000 and The Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 b. The Copyright Act, 1956 c. The Trademarks Act, 1999 d. The Cinematograph Act, 1952 e. The Press Council of India Act, 1978 f. The Cable Television Networks (Regulation) Act, 1995 g. The Consumer Protection Act, 2019 h. Bharatiya Vayuyan Adhiniyam, 2024 i. The Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act 2013 The Company has adequate and proper compliance mechanism system in place for compliance of aforementioned laws applicable. We have also examined compliance of with the applicable clauses of the following:

(i) Secretarial Standards formulated by the Institute of Company Secretaries of India and notified by the Central Government as amended time to time; and (ii) The Listing Agreement entered into by the Company with the National Stock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines etc. mentioned herein above.

We further report that:

The Company has filed all required forms/e-forms before the regulatory authorities with or without additional fees. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors, Independent Directors, and Woman Director. There were no changes in the composition of the Board of Directors during the period under review. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors and or Committees of the Board. We noticed that all the decisions were approved by the respective Board/Committee and Shareholders without any dissent note.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with sector specific applicable laws, rules, regulations, and guidelines.

Annexure-A

Annexure to Secretarial Audit Report issued by Company Secretary in Practice (unqualified)

To

The Members

Maxposure Limited

Ground Floor, 62, Okhla Industrial Estate Phase – 3, South Delhi, New Delhi – 110020

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes that were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we follow provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of the financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of the laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on a random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Annual Report on CSR Activities

1. Brief outline on CSR Policy of the Company.

The Corporate Social Responsibility is strongly connected with the principles of sustainability; an organization should make decisions based not only on financial factors, but also considering the social and environmental consequences. As a Corporate Citizen receiving various benefits out of society, it is our co- extensive responsibility to pay back in return to the society in terms of helping needy people by providing foods, clothes, etc., keeping the environment clean and safe for the society by adhering to the best industrial practices and adopting Corporate Social Responsibility is intrinsically linked with the principles of sustainability; an organization ought to make decisions not solely based on financial factors, but also considering the social and environmental implications. As a Corporate Entity benefiting significantly from society, it is our responsibility to reciprocate by assisting the needy through provisions of essentials such as food and clothing, maintaining a clean and secure environment by adhering to top industrial practices and adopting advanced technologies, and so forth. It is the Companys intention to positively impact the society in which it operates. With unwavering dedication to quality, well-being, sustainable growth, and corporate integrity, Maxposure Limited ("The Company") pledges, through this Corporate Social Responsibility (CSR) Policy Document, to integrate these same values into its corporate obligations and responsibilities. The main responsibilities of the Company towards society at large are to promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

2. Composition of the CSR Committee.

Not Applicable

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company. https://maxposuremedia.com/wp-content/uploads/2025/01/Corporate-Social-Responsibility-Policy.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8, if applicable.

Impact Assessment under Rule 8(3) is not applicable to the Company.

5. (a) Average net profit of the company as per section 135(5): Rs. 587.02 Lakhs

(b) Two percent of average net profit of the Company as per section 135(5): Rs. 11.74 Lakhs

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set off for the financial year, if any: Nil (e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 11.74 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than ongoing project): Rs. 12 Lakhs (b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Nil (d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 12 lakhs (e) CSR amount spent or unspent for the Financial Year:

Total Amount Spent		Amount Unspent (in Rs.)
for the Financial Year ( in Rs.)	Total Amount transferred to Unspent CSR Account as per Section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
12 Lakhs	Nil	NA	Nil	Nil	NA

(f) Excess amount for set-off, if any:

Sl. No. Particulars	Amount (in Rs)
(i) Two percent of average net profit of the company as per Section 135 (5)	11,74,037
(ii) Total amount spent for the Financial Year	12,00,000
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	25,963
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	-
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]	25, 963

7. Details of Unspent CSR amount for the preceding three financial years:

Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under Section 135 (6) (in Rs)	Balance Amount in Unspent CSR Account under Section 135 (6) (in Rs)	Amount Spent in the Financial Year (in Rs)	Amount transferred to a Fund as specified under Schedule VII as per second proviso Section 135 (5), if any		Amount remaining to be spent in succeeding Financial Years (in Rs)	Deficiency, if any
				Amount (in Rs)	Date of Transfer
2023-24	-	-	-	-	-	-	-
2022-23	-	-	-	-	-	-	-
2021-22	-	-	-	-	-	-	-

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

No assets were created or acquired through CSR amount spent during the Financial Year under review.

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135 (5):

Not Applicable

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of Directors Report for the year ended 31st March, 2025.

1. Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Director / KMP	Designation	Remuneration (in Rs. Lacs)	Ratio to Median Remuneration
Prakash Johari	Managing Director	48	9.61
Sweta Johari	Whole-time Director	33	6.61

Note: Non-executive Directors were not paid any remuneration during the financial year, hence the ratio is not applicable.

2. Percentage increase in remuneration of each Director, CFO, Company Secretary in the financial year:

Name	Designation	% Increase in Remuneration
Prakash Johari	Managing Director	33.89
Sweta Johari	Whole-time Director	7.32
Uma Shanker Joshi	CFO	20
Sakshi Mishra	Company Secretary	--

3. The median remuneration of employees of the Company during the financial year was Rs. 4,99,500.

4. Percentage increase in the median remuneration of employees in the financial year: 0.67%.

5. Number of permanent employees on the rolls of the company as on 31st March, 2025: 68 employees.

6. Affirmation that the remuneration is as per the remuneration policy of the company: The Board affirms that the remuneration paid is as per the Remuneration Policy of the Company.

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. It is hereby affirmed that: (i) No employee of the Company was in receipt of remuneration for the financial year ended 31st March, 2025, in the aggregate, of 1.02 crore or more; (ii) No employee was in receipt of remuneration for any part of the year at a rate which, in the aggregate, was more than 8.50 lakhs per month; (iii) No employee of the Company was in receipt of remuneration which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director, and does not hold by himself or along with his spouse and dependent children, 2% or more of the equity shares of the Company. (iv) Top 10 Employees in terms of remuneration drawn during the financial year ended 31st March, 2025

S. No Name of Employee	Designation	Gross Remuneration (in Rs. Lacs)	Nature of employment	Qualification & Experience	Date of commencement of employment	Age	% of Equity Shares Held	Whether Relative of any Director / Manager
1. Prakash Johari	Managing Director	48	Permanent	Bachelors, 20+ years	01-04-16	45	37.43%	Yes
2 Sweta Johari	Whole-time Director	33	Permanent	Bachelors, 10+ years	01-04-18	40	2.20%	Yes
3 Sameer Sirdeshmukh Jayita	Project Manager- AeroHub	24	Permanent	MBA, 25+ years	01-03-24	46	-	NA
4 Bandyopadhyay	Editorial Director	23.72	Permanent	Masters, 25+ years	19-02-10	50	-	NA
5 Nikhil Tanawade	VP Sales- South	23.39	Permanent	MBA, 20+ years	20-02-17	51	-	NA
6 Pratik Misra	VP Sales- West	21.30	Permanent	Masters, 25+ years	14-03-16	45	-	NA
7 Sasha Somya	Client Acquisition & Management Head	20.78	Permanent	Bachelors, 15+ years	08-02-08	42	-	NA
8 Iftikhar Khan	General Manager – Sales	15.55	Permanent	MBA, 15+ years	09-02-16	41	-	NA
9 Naveen Tandon	AVP – Sales	15	Under Probation	Bachelors, 28 years	06-01-25	46	-	NA
10 Sanjay Premshankar Tiwari	AGM- Studio Operations	13.66	Permanent	Bachelors, 12+ years	11-07-19	37	-	NA