Auditor Report of Max India Ltd.

Mar 31, 2026

1. We have audited the accompanying Standalone Ind
AS Financial Statements of Max India Limited, ("the
Company"), which comprises the Balance Sheet as
at March 31, 2026, the Statement of Profit and Loss,
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement
of changes in Equity for the year then ended, and
notes to the Standalone Ind AS Financial Statements,
including a summary of material accounting policies
and other explanatory information.

2. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid Standalone Ind AS FinancialStatements
give the information required by the Companies Act,
2013 ("the Act") in the manner so required and give a
true and fair view in conformity with the accounting
principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2026, its
profit/loss including other comprehensive income,
its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

3. We conducted our audit of the Standalone Ind
AS Financial Statements in accordance with the
Standards on Auditing (SAs), specified under Section
143(10) of the Act. Our responsibilities under those
Standards are further described in the "Auditor''s
Responsibilities for the Audit of the Standalone Ind
AS Financial Statements" section of our report. We
are independent of the Company in accordance
with the ''Code of Ethics'' issued by the Institute of
Chartered Accountants of India together with the
ethical requirements that are relevant to our audit
of the Standalone Ind AS Financial Statements
under the provisions of the Companies Act and the
Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion
on the Standalone Ind AS Financial Statements.

Key Audit Matters

4. Key audit matters are those matters that, in our
professionaljudgment, were of most significance in our
audit of the Standalone Ind AS Financial Statements
for the financial year ended March 31, 2026. These
matters were addressed in the context of our audit
of the Standalone Ind AS Financial Statements as a
whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. For
each matter below, our description of how our audit
addressed the matter is provided in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the
"Auditor''s responsibilities for the audit of the Standalone
Ind AS Financial Statements" section of our report, including
in relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of
the Standalone Ind AS Financial Statements. The results of
our audit procedures, including the procedures performed
to address the matters below, provide the basis for our
audit opinion on the accompanying Standalone Ind AS
Financial Statements.

S. No. Key Audit Matters		How the matter was addressed in our audit
1 Evaluation of impairment indicators Investments in Subsidiaries	in	Our audit procedures included, among others, the following:
The Company has significant investments in equity, optionally convertible redeemable debentures and compulsory convertible preference Shares in its Subsidiaries. The total Investment in Subsidiaries of Rs. 95,411.26 lakhs are recorded at cost net of provision for impairment as at 31^st March 2026.		â¢ Evaluated the design and tested the operating effectiveness of internalcontrols related to evaluation of impairment assessment including the review and approval of forecasts and valuation models of investments in subsidiaries.

S. No. Key Audit Matters	How the matter was addressed in our audit
The amount being significant to the Standalone	â¢ Assessed the carrying value/fair value calculations
Ind AS FinancialStatements, the determination	of material investment in subsidiaries, where
of impairment charge required the application of	applicable, to determine whether the valuations
significant judgments by Management, in particular	performed by the Company were within an
with respect to the determination of recoverable/	acceptable range determined by us.
fair value amount of these Investments. (Refer Note No. 5 of accompanying Standalone Ind AS Financial Statements)	â¢ Evaluated the adequacy of provision for impairment made in earlier years to compare the carrying amount of investments net of provision
Considering the significant investment in subsidiaries, the above matter and complexity involved in assessment of impairment of Investment in Subsidiaries on account of key assumptions involved such as discount rate, growth rate, market forecast, etc. and uncertainty involved, this is determined as key	for impairment with the Recoverable Value. â¢ Tested the mathematicalaccuracy of the management computations with regard to cash flows and sensitivity analysis for valuing the investment made in material subsidiaries.
audit matter.	â¢ Evaluated the underlying assumptions used for the fair value calculations of investments in subsidiaries, where applicable, to determine whether the valuations performed by the external agency are reasonable, appropriate and consistent with the projected cash flows and other relevant market and business assumptions.
2 Evaluation of Related Party Transactions	Our audit procedures included, among others, the
The Company has entered into several transactions with related parties during the FY 2025-26 and same constitute significant part of Company''s operating revenue comprising income from functional support services, rental income, sale of all three floors owned in Max Towers in Noida, interest on Loans to related parties etc. In addition, there are expenses like Professionalcharges, reimbursement of expenses,	following: â¢ Obtained an understanding of the process for identifying related party transactions, performed a walkthrough and evaluated the design of controls related to the risk identified; â¢ Sought and obtained balance confirmation from related parties.
Management service charges etc. form part of Other	â¢ Verified that the transactions are approved in
expenses. Also, there are Investment in subsidiaries	accordance with internal procedures including
in the form of compulsory convertible preference	involvement of key personnel at the appropriate
shares, inter-corporate loan and optionally convertible	level;
redeemable debentures.	â¢ Reviewed the supporting documents to
(Refer Note No. 36 of accompanying Standalone Ind	evaluate the managements'' assertions that the
AS Financial Statements).	transactions were at arm''s length; we evaluated
We identified related party transactions as a key audit	the business rationale of the transactions
matter because of risks with respect to completeness	â¢ Evaluated the rights and obligations per the terms
of disclosures made in the financialstatements;	and conditions of the agreements and assessed
potential non-compliance with statutory regulations	whether the transactions were recorded
governing related party relationships such as	appropriately;
Companies Act 2013 and SEBI Regulations and the judgement involved in assessing whether transactions with related parties are undertaken at arms'' length.	â¢ Reviewed whether the management have disclosed relationships and transactions in accordance with Ind AS 24.
	â¢ Reviewed the Benchmarking Report on transactions undertaken by Max India Limited with its group entities during the FY 2025-26 from a fair market value and commercial perspective.

We have determined that there are no other key audit
matters to communicate in our report.

Information Other than the Standalone Ind
AS Financial Statements and Auditor''s Report
thereon

5. The Company''s Board of Directors and Management
is responsible for the Other Information. The Other
Information comprises the information included in the
Directors'' Report, but does not include the Standalone
Ind AS Financial Statements and our auditor''s report
thereon.

Our opinion on the Standalone Ind AS Financial
Statements does not cover the Other Information and
we do not express any form of assurance conclusion
thereon.

In connection with our audit of the Standalone Ind AS
Financial Statements, our responsibility is to read the
Other Information and, in doing so, consider whether
such Other Information is materially inconsistent
with the Standalone Ind AS Financial Statements or
our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the
work we have performed, we conclude that there is
any material misstatement in this Other Information,
we are required to report that fact. We have not come
across any such findings and hence there is nothing to
report in this regard.

Responsibility of Management and Those
Charged with Governance for the Standalone
Ind AS Financial Statements

6. The Company''s Board of Directors is responsible for
the matters stated in section 134(5) of the Companies
Act, 2013 ("the Act") with respect to the preparation
of these Standalone Ind AS Financial Statements
that give a true and fair view of the financial position,
financial performance including Other Comprehensive
Income, cash flows and changes in equity of the
Company in accordance with the accounting
principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under
section 133 of the Act read with the companies (Indian
Accounting Standards) Rules,2015, as amended. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments

and estimates that are reasonable and prudent;
and the design, implementation and maintenance
of adequate internalfinancialcontrols, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to
the preparation and presentation of the Standalone
Ind AS Financial Statement that give a true and fair
view and are free from material misstatement,
whether due to fraud or error.

7. In preparing the Standalone Ind AS Financial

Statements, management is responsible for assessing
the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going

concern and using the going concern basis of

accounting unless management either intends to
liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

8. The Board of Directors are also responsible for
overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of theStandalone Ind AS Financial Statements

9. Our objectives are to obtain reasonable assurance
about whether the Standalone Ind AS Financial
Statements as a whole are free from material
misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of
users taken on the basis of these Standalone Ind AS
Financial Statements.

10. As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
scepticism throughout the audit. We also:

a. Identify and assess the risk of material
misstatement of the Standalone Ind AS Financial
Statements, whether due to fraud or error,
design and perform audit procedures responsive
to those risk, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion forgery, intentional omissions,

misrepresentations, or the override of internal
control.

b. Obtain an understanding of internalcontrol
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for
expressing our opinion on whether the Company
has adequate internal financial control system in
place and the operating effectiveness of such
controls.

c. Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

d. Conclude on the appropriateness of
management''s use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company''s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor''s report to the
related disclosures in the Standalone Ind AS
FinancialStatements or, if such disclosures
are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence
obtained up to the date of our auditor''s report.
However, future events or conditions may cause
the Company to cease to continue as a going
concern.

e. Evaluate the overall presentation, structure
and content of the Standalone Ind AS Financial
Statements, including the disclosures, and
whether the Standalone Ind AS Financial
Statements represent the underlying
transactions and events in a manner that
achieves fair presentation.

11. Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in
the standalone financial statements

12. We communicate with Those Charged With
Governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in
internal control that we identify during our audit.

13. We also provide those charged with governance with
a statement that we have complied with relevant
ethicalrequirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

14. From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the Standalone
Ind AS Financial Statements for the year ended March
31,2026 and are therefore the key audit matters. We
describe these matters in our auditor''s report unless
law or regulation precludes public disclosure about the
matters or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Report on Other Legal and Regulatory

Requirements

15. As required by the Companies (Auditor''s Report) Order,
2020 ("the Order"), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Companies Act, 2013, we give in the "Annexure
A", a statement on the matters specified in clauses 3
and 4 of the Order, to the extent applicable.

16. As required by Section 143(3) of the Act, based on our
audit we report that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit;

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books;

c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow Statement
and Statement of Changes in Equity dealt with by
this Report are in agreement with the books of
account;

d) In our opinion, the aforesaid Standalone Ind AS
Financial Statements comply with the Accounting
Standards specified under section 133 of the
Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;

e) On the basis of the written representations
received from the directors of the Company as
on March 31,2026 taken on record by the Board
of Directors, none of the directors is disqualified
as on March 31,2026 from being appointed as a
director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the Internal
Financial Controls over Financial Reporting of the
Company with reference to these Standalone
Ind AS Financial Statements and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B" to this report.

g) In our opinion, the managerial remuneration for
the year ended March 31, 2026 has been paid
/provided by the Company to its directors in
accordance with the provisions of section 197
read with Schedule V to the Act;

h) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in
its Standalone Ind AS Financial Statements.
Refer Note No. 32 to the Standalone Ind AS
Financial Statements;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.

iii. There has been no delay in transferring
amounts required to be transferred, to the
Investor Education and Protection Fund by
the Company.

iv. (i) The Management has represented

that, to the best of its knowledge and
belief, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)

by the Company to or in any other
persons or entities, including foreign
entities ("Intermediaries"), with the
understanding, that the Intermediary
shall:

a. directly or indirectly lend or
invest in other persons or
entities identified in any manner
whatsoever by or on behalf
of the Company ("Ultimate
Beneficiaries") or

b. provides any guarantee, security
or the like on behalf of the
Ultimate Beneficiaries.

(ii) The Management has represented
that, to the best of its knowledge
and belief, no funds have been
received by the Company from any
persons or entities, including foreign
entities ("Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall:

a. directly or indirectly, lend or
invest in other persons or
entities identified in any manner
whatsoever by or on behalf of
the Funding Party ("Ultimate
Beneficiaries") or

b. provides any guarantee, security
or the like on behalf of the
Ultimate Beneficiaries.

(iii) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us to
believe that the representations under
sub-clause (i) and (ii) of Rule 11(e) of
the Companies (Audit and Auditors)
Rules 2014, as provided under (i)
and (ii) above, contain any material
misstatement.

v. The Company did not declare or paid any
dividend during the year and accordingly,
reporting under Rule 11(f) of the Companies
(Audit and Auditors) Rules 2014 is not
applicable.

vi. Based on our examination, which
included test checks, the Company has
used accounting software systems for
maintaining its books of account for the
financial year ended March 31, 2026 which
have the feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for allrelevant
transactions recorded in the software
systems. Further, during the course of our
audit we did not come across any instance
of the audit trail feature being tampered
with, and the audit trail has been preserved

by the Company as per the statutory
requirements for record retention.

For RAVI RAJAN & CO. LLP

Chartered Accountants

(Firm''s Registration No. 009073N/N500320)

Ravi Gujral
Partner

(Membership No. 514254)

Place: Gurugram
Date: 28^th May, 2026
UDIN: 26514254ICHPKY8284

Mar 31, 2025

The Members of Max India LimitedReport on the Audit of the Standalone Ind AS Financial StatementsOPINION

We have audited the accompanying Standalone Ind AS Financial Statements of Max India Limited, ("the Company"), which comprises the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of changes in Equity for the year then ended, and notes to the Standalone Ind AS Financial Statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit/loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing (SAs), specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements" section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by

the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Companies Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements for the financial year ended March 31, 2025. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the "Auditor''s responsibilities for the audit of the Standalone Ind AS Financial Statements" section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Ind AS Financial Statements.

S. No.	Key Audit Matters	How the matter was addressed in our audit
1	Evaluation of impairment indicators in Investments in Subsidiaries The Company has significant Investment in equity and compulsory convertible preference shares in its Subsidiaries. The total Investment in Subsidiaries of Rs. 75,861.38 lakhs is recorded at cost net of provision for impairment as at 31^st March 2025.	Our audit procedures included, among others, the following: â¢ Evaluated the design and tested the operating effectiveness of internal controls related to evaluation of impairment assessment including the review and approval of forecasts and valuation models of investments in subsidiaries.
	The amount being significant to the Standalone Ind AS Financial Statements, the determination of impairment charge required the application of significant judgments by management, in particular with respect to determination of recoverable/fair value amount of these Investment. (Refer Note No. 5 of accompanying Standalone Ind AS Financial Statements) Considering the significant investment in subsidiaries, the above matter and complexity involved in assessment of impairment of Investment in Subsidiaries on account of key assumptions involved such as discount rate, growth rate, market forecast, etc. and uncertainty involved, this is determined as key audit matter.	â¢ Assessed the carrying value/fair value calculations of material investment in subsidiaries, where applicable, to determine whether the valuations performed by the Company were within an acceptable range determined by us. â¢ Evaluated the adequacy of provision for impairment made in earlier years to compare the carrying amount of investments net of provision for impairment with the Recoverable Value. â¢ Tested the mathematical accuracy of the management computations with regard to cash flows and sensitivity analysis for valuing the investment made in material subsidiaries.
2	Evaluation of Related Party Transactions The Company has entered into several transactions with related parties during the FY 2024-25 and same constitute significant part of Company''s operating revenue comprising income from functional support services, rental income, interest on Loans to related parties etc. Other expenses including Professional charges, reimbursement of expenses, Management service charges etc. form part of Other expenses. (Refer Note No. 36 of accompanying Standalone Ind AS Financial Statements). We identified related party transactions as a key audit matter because of risks with respect to completeness of disclosures made in the financial statements; potential non-compliance with statutory regulations governing related party relationships such as Companies Act 2013 and SEBI Regulations and the judgement involved in assessing whether transactions with related parties are undertaken at arms'' length.	Our audit procedures included, among others, the following: â¢ Obtained an understanding of the process for identifying related party transactions, performed a walkthrough and evaluated the design of controls related to the risk identified; â¢ Sought and obtained balance confirmation from related parties. â¢ Verified that the transactions are approved in accordance with internal procedures including involvement of key personnel at the appropriate level; â¢ Reviewed the supporting documents to evaluate the managements'' assertions that the transactions were at arm''s length; we evaluated the business rationale of the transactions â¢ Evaluated the rights and obligations per the terms and conditions of the agreements and assessed whether the transactions were recorded appropriately; â¢ Reviewed whether the management have disclosed relationships and transactions in accordance with Ind AS 24. â¢ Reviewed the Benchmarking Report on transactions undertaken by Max India Limited with its group entities during the FY 2024-25 from a fair market value and commercial perspective.

We have determined that there are no other key audit matters to communicate in our report.

INFORMATION OTHER THAN THE STANDALONE IND AS FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors and Management is responsible for the Other Information. The Other Information comprises the information included in the Directors'' Report, but

does not include the Standalone Ind AS Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Ind AS Financial Statements does not cover the Other Information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS Financial Statements, our responsibility is to read the Other Information

and, in doing so, consider whether such Other Information is materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is any material misstatement in this Other Information, we are required to report that fact. We have not come across any such findings and hence there is nothing to report in this regard.

RESPONSIBILITY OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the companies (Indian Accounting Standards) Rules,2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a. Identify and assess the risk of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risk, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion forgery, intentional omissions, misrepresentations, or the override of internal control.

b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)

(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial control system in place and the operating effectiveness of such controls.

c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

d. Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Ind AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

e. Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements for the year ended March 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matters or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ''''Annexure A", a statement on the matters specified in clauses 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our

audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) On the basis of the written representations received from the directors of the Company as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the Company with reference to these Standalone Ind AS Financial Statements and the operating effectiveness of such controls, refer to our separate Report in âAnnexure B" to this report.

g) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid /provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements. Refer Note No. 32 to the Standalone Ind AS Financial Statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, if any.

iv. (i) The Management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or

b. provides any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

a. directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or

b. provides any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to my/our notice that has caused us to believe that the representations under sub-clause d (i) and d (ii) contain any material mis statement.

v The Company did not declare or paid any dividend during the year and accordingly, reporting under Rule 11(f) of the Companies (Audit and Auditors) Rules 2014 is not applicable.

vi. Based on our examination, which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended March 31, 2025 which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For RAVI RAJAN & CO. LLP

Chartered Accountants

(Firm''s Registration No. 009073N/N500320)

Ravi Gujral Partner

(Membership No. 514254)

Place: Gurugram

Date: May 30, 2025

UDIN: 25514254BMLLRC6582

Mar 31, 2024

We have audited the accompanying Standalone Ind AS Financial Statements of Max India Limited, ("the Company"), which comprises the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of changes in Equity for the year then ended, and notes to the Standalone Ind AS Financial Statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit/loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPiNiON

Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Companies Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the "Auditor''s responsibilities for the audit of the Standalone Ind AS Financial Statements" section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Ind AS Financial Statements.

S. No.

Key Audit Matters

How the matter was addressed in our audit

Evaluation of impairment indicators in Investments in Subsidiaries

The Company has significant Investment in equity and compulsory convertible preference shares in its Subsidiaries. The total Investment in Subsidiaries of Rs. 583.73 crore is recorded at cost net of provision for impairment as at 31^stMarch 2024.

The amount being significant to the Standalone Ind AS Financial Statements, the determination of impairment charge required the application of significant judgments by management, in particular with respect to determination of recoverable/fair value amount of these Investment. (Refer Note No. 5 of accompanying Standalone Ind AS Financial Statements)

Our audit procedures included, among others, the following:

â¢ Evaluated the design and tested the operating effectiveness of internal controls related to evaluation of impairment assessment including the review and approval of forecasts and valuation models of investments in subsidiaries.

â¢ Assessed the carrying value/fair value calculations of material investment in subsidiaries, where applicable, to determine whether the valuations performed by the Company were within an acceptable range determined by us.

S. No.

Key Audit Matters

How the matter was addressed in our audit

Considering the significant investment in subsidiaries, the above matter and complexity involved in assessment of impairment of Investment in Subsidiaries on account of key assumptions involved such as discount rate, growth rate, market forecast, etc. and uncertainty involved, this is determined as key audit matter.

We have evaluated the carrying value/fair value calculations of investment in subsidiaries, where applicable, to determine whether the valuations performed by the Company were within an acceptable range determined by us.

â¢ Evaluated the adequacy of provision for impairment made in earlier years to compare the carrying amount of investments net of provision for impairment with the Recoverable Value.

â¢ Tested the mathematical accuracy of the management computations with regard to cash flows and sensitivity analysis for valuing the investment made in material subsidiaries.

Evaluation of Related Party Transactions

The Company has entered into several transactions with related parties during the FY 2023-24 and same constitute significant part of Company''s operating revenue comprising income from functional support services, rental income, interest on Loans to related parties etc. Other expenses include Professional charges, reimbursement of expenses, Management service charges etc. incurred w.r.t transactions with related parties. The Company also issued InterCorporate Deposits to Subsidiaries during the FY 2023-24.

(Refer Note No. 33 of accompanying Standalone Ind AS Financial Statements for complete details of related party transactions).

We identified related party transactions as a key audit matter because of risks with respect to completeness of disclosures made in the financial statements; potential non-compliance with statutory regulations governing related party relationships such as Companies Act 2013 and SEBI Regulations and the judgement involved in assessing whether transactions with related parties are undertaken at arms'' length.

We have verified that the related party transactions are approved in accordance with internal procedures including involvement of key personnel at the appropriate level;

We have reviewed the supporting documents to evaluate the managements'' assertions that the transactions were at arm''s length and

evaluated the business rationale of the transactions. Also, reviewed the Benchmarking Report on transactions undertaken by Max India Limited with its group entities during the FY 2023-24 from a fair market value and commercial perspective.

Our audit procedures included, among others, the

following:

â¢ Obtained an understanding of the process for identifying related party transactions, performed a walkthrough and evaluated the design of controls related to the risk identified;

â¢ Sought and obtained balance confirmation from related parties.

â¢ Verified that the transactions are approved in accordance with internal procedures including involvement of key personnel at the appropriate level;

â¢ Reviewed the supporting documents to evaluate the managements'' assertions that the transactions were at arm''s length; we evaluated the business rationale of the transactions

â¢ Evaluated the rights and obligations per the terms and conditions of the agreements and assessed whether the transactions were recorded appropriately;

â¢ Reviewed whether the management have disclosed relationships and transactions in accordance with Ind AS 24.

â¢ Reviewed the Benchmarking Report on transactions undertaken by Max India Limited with its group entities during the FY 2023-24 from a fair market value and commercial perspective.

We have determined that there are no other key audit matters to communicate in our report.

INFORMATION OTHER THAN THE STANDALONE IND AS FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors and Management is responsible for the Other Information. The Other Information comprises the information included in the Directors'' Report, but

does not include the Standalone Ind AS Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Ind AS Financial Statements does not cover the Other Information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS Financial Statements, our responsibility is to read the Other Information and, in doing so, consider whether such Other Information is

materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is any material misstatement in this Other Information, we are required to report that fact. We have not come across any such findings and hence there is nothing to report in this regard.

RESPONSIBILITY OF MANAGEMENT AND THOSE CHARGE WITH GOVERNANCE FOR THE STANDALONE IND AS FINANcIAL STATEMENTS

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANciAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a. Identify and assess the risk of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risk, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion forgery, intentional omissions, misrepresentations, or the override of internal control.

b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)

c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

d. Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Ind AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

e. Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements for the year ended March 31,2024 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public discloser about the matters or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A", a statement on the matters specified in clauses 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) On the basis of the written representations received from the directors of the Company as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the Company with reference to these Standalone Ind AS Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report.

g) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid /provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements. Refer Note No. 29 to the Standalone Ind AS Financial Statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, if any, required to be transferred, to the Investor Education and Protection Fund by the Company, if any.

iv. (i) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or

b. provides any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

a. directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or

b. provides any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

v The Company did not declare or paid any dividend during the year and accordingly, reporting under Rule 11(f) of the Companies (Audit and Auditors) Rules 2014 is not applicable.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention w.e.f. FY 2023-24.

For RAVI RAJAN & CO. LLP

Chartered Accountants

(Firm''s Registration No. 009073N/N500320)

Ravi Gujral

Partner

(Membership No. 514254)

Place: Gurugram

Date: 24^th May, 2024

UDIN: 24514254BKESQV1112

Mar 31, 2023

We have audited the accompanying Standalone Ind AS Financial Statements of Max India Limited, hereinafter referred as "the Company"), which comprises the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of changes in Equity for the year then ended, and notes to the Standalone Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Companies Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the "Auditor''s responsibilities for the audit of the Standalone Ind AS Financial Statements" section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Ind AS Financial Statements.

S. No.

Key Audit Matters

How the matter was addressed in our audit

Evaluation of impairment indicators in Investments in Subsidiaries

The Company has significant Investment in equity and compulsory convertible preference shares in its Subsidiaries. the Investment in Subsidiaries of Rs. 469.43 crore is recorded at cost net of provision for impairment as at 31^stMarch 2023.

the amount being significant to the Standalone Ind AS Financial Statements, the determination of impairment charge required the application of significant judgments by management, in particular with respect to determination of recoverable/fair value amount of these Investment. (Refer Note No. 4 of accompanying Standalone Ind AS Financial Statements)

our audit procedures included, among others, the

following:

â¢ evaluated the design and tested the operating effectiveness of internal controls related to evaluation of impairment assessment including the review and approval of forecasts and valuation models of investments in subsidiaries.

â¢ Assessedthe carrying value/fair value calculations of material investment in subsidiaries, where applicable, to determine whether the valuations performed by the Company were within an acceptable range determined by us.

â¢ evaluated the adequacy of provision for impairment made in earlier years to compare the carrying amount of investments net of provision for impairment with the Recoverable Value.

â¢ tested the mathematical accuracy of the management computations with regard to cash flows and sensitivity analysis for valuing the investment made in material subsidiaries.

Evaluation of Related Party Transactions

the Company has entered into several transactions with related parties during the FY 2022-23 and same constitute significant part of Company''s operating revenue in the form of income from functional support services, rental income and interest on Loans from related parties. (Refer note No. 33 of accompanying Standalone Ind AS Financial Statements)

Furthermore, for financial reporting purposes, Ind AS 24 Related party disclosure, requires complete and appropriate disclosure of transactions with related parties.

We identified related party transactions as a key audit matter because of risks with respect to completeness of disclosures made in the financial statements; non-compliance with statutory regulations governing related party relationships such as the Companies Act 2013 and SEBI Regulations and the judgement involved in assessing whether transactions with related parties are undertaken at arms'' length.

our audit procedures included, among others, the

following:

â¢ obtained an understanding of the process for identifying related party transactions, performed a walkthrough and evaluated the design of controls related to the risk identified;

â¢ Sought and obtained balance confirmation from related parties.

â¢ Verified that the transactions are approved in accordance with internal procedures including involvement of key personnel at the appropriate level;

â¢ Reviewed the supporting documents to evaluate the managements'' assertions that the transactions were at arm''s length; we evaluated the business rationale of the transactions

â¢ evaluated the rights and obligations per the terms and conditions of the agreements and assessed whether the transactions were recorded appropriately;

â¢ Reviewed whether the management have disclosed relationships and transactions in accordance with Ind AS 24.

â¢ Reviewed the Benchmarking Report on transactions undertaken by Max India limited with its group entities during the FY 2022-23 from a fair market value and commercial perspective.

We have determined that there are no other key audit matters to communicate in our report.

INFORMATION OTHER THAN THE STANDALONE IND AS FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors is responsible for the other Information. the other Information comprises the information included in the Directors'' Report, but does not include the Standalone Ind AS Financial Statements and our auditor''s report thereon.

our opinion on the Standalone Ind AS Financial Statements does not cover the other Information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS Financial Statements, our responsibility is to read the other Information and, in doing so, consider whether such other Information is materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is any material misstatement in this other Information, we are required to report that fact. We have not come across any such findings and hence there is nothing to report in this regard.

RESPONSIBILITY OF MANAGEMENT AND THOSE CHARGE WITH GOVERNANCE FOR THE STANDALONE IND AS Financial STATEMENTS

the Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other Comprehensive Income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the companies (Indian Accounting Standards) Rules,2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to

the preparation and presentation of the Standalone Ind AS Financial Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a. Identify and assess the risk of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risk, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion forgery, intentional omissions, misrepresentations, or the override of internal control.

b. obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for

expressing our opinion on whether the Company has adequate internal financial control system in place and the operating effectiveness of such controls.

c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

d. Conclude on the appropriateness ofmanagement''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Ind AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

e. evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements for the year ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public discloser about the matters or when, in extremely rare circumstances, we determine that a matter should not be communicated

in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) order, 2020 ("the order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" a statement on the matters specified in clauses 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) on the basis of the written representations received from the directors of the Company as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the Company with reference to these Standalone Ind AS Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report.

g) In our opinion, the managerial remuneration

for the year ended March 31, 2023 has been paid /provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, if any, required to be transferred, to the Investor Education and protection Fund by the Company, if any.

iv. (i) the Management has represented

that, to the best of it''s knowledge and belief, as disclosed in the Note No. 47(iv), no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, that the Intermediary shall:

a. directly or indirectly lend or invest in

other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented, that, to the best of it''s knowledge and belief, as disclosed in the Note No. 47(iv), no funds have been received by the Company from any persons or entities, including foreign

entities ("Funding parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

a. directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to my/our notice that has caused us to believe that the representations under subclause d (i) and d (ii) contain any material mis statement.

v The Company did not declare or paid any dividend during the year and accordingly, reporting under Rule 11(f) of the Companies (Audit and Auditors) Rules 2014 is not applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For RAVI RAJAN & CO. LLP

Chartered Accountants

(Firm''s Registration No. 009073N/N500320)

Ravi Gujral Partner

(Membership No. 514254)

Place: Noida,

Date: 25^th May, 2023 UDIN: 23514254BGSKYG6135

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