Your directors have the pleasure of presenting the 7^th Annual Report of Max India Limited (''the Company'') along with the
Audited Financial Statements for the financial year ended March 31,2026.

Financial Performance

The highlights of the Standalone and Consolidated financial performance of the Company for the financial year ended March
31, 2026, is summarized below:

('' in Crore)

In accordance with the provisions of the Companies Act,
2013 ("the Act") and Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), the Audited Standalone
and Consolidated financial statements form part of this
Annual Report and shall be laid before the shareholders at
the ensuing Annual General Meeting of the Company. The
Standalone and Consolidated financial statements have
been prepared in accordance with the Indian Accounting
Standards (Ind AS) notified under the Companies (Indian
Accounting Standards), Rules, 2015.

Transfer to General Reserves

The Company has not transferred any amount to general
reserves for the financial year ended March 31, 2026.

Dividend

Considering the losses in the current financial year and
future business plans of the Company, the Board of
Directors did not recommend any dividend for FY 2025-26,
on the Equity Share Capital of the Company.

The Company had voluntarily adopted the Dividend
Distribution Policy, in terms of regulation 43A of the SEBI
Listing Regulations and the same can be accessed at https://
www.maxindia.com/static/uploads/corporatepolicy/
pdf318522c024704445dac05d9deadbdbe4.pdf

Operations and Business Performance

Kindly refer to the Management Discussion & Analysis
which forms part of this Annual report.

Business Operations

Your Company is primarily engaged in the business of
making and holding investments in its subsidiaries and
Joint Venture Companies and growing and nurturing these
business investments and providing shared services to
various group Companies. There was no change in the
nature of business of the Company during the year under
review.

The substantial source of income of the Company for the
financial year ended March 31, 2026 inter-alia comprised
of Treasury Income and partially, Income from shared
services.

Subsidiaries, Associates and Joint Ventures

As on March 31, 2026, your Company had six subsidiary
companies and one joint venture company as detailed
below:

Subsidiaries

a) Antara Senior Living Limited ("ASLL"), a wholly
owned subsidiary company, is inter-alia engaged
in the business of developing vibrant residential
communities for seniors that offer "Lifestyle with
Lifecare".

b) Antara Purukul Senior Living Limited ("APSLL"), a
step down wholly owned subsidiary of the Company
(being a wholly owned subsidiary of ASLL), is inter-
alia engaged in the business of owning, developing,
operating and establishing vibrant residential senior
living communities that offer "Lifestyle with Lifecare".

c) Antara Assisted Care Services Limited ("AACSL"),
a wholly owned subsidiary company, is inter-alia
engaged in the business of creating care homes
and memory care homes to address the need for
assistance for daily living/specialized care/memory
care in seniors and also to provide same care services
at home based on customer needs and preferences.
AACSL also deals in MedCare and Antara AGEasy
Products.

d) Max Skill First Limited ("Max Skill"), a wholly owned
subsidiary company, was not engaged in any business
activity during the year under review.

e) Antara Bangalore Senior Living Limited (formerly
known as Max Ateev Limited ("ABSLL")), a step down
wholly owned subsidiary of the Company (being a
wholly owned subsidiary of ASLL), was not engaged in
any business activity.

f) Max UK Limited ("Max UK"), a wholly owned subsidiary
company was engaged in the business of providing
business and administrative support services to
various group companies, , in the United Kingdom.

During the year under review, an application for
stike-off was filed before Registrar of Companies UK.
Pursuant to the said application, the Company was
struck off w.e.f May 26, 2026.

Joint Ventures

Contend Builders Private Limited (held through ASLL) is
primarily engaged in the development of Senior Living
community in Noida.

The performance and financial position of Subsidiaries and
Joint Ventures and the contribution made by these entities,
included in the consolidated financial statements, and also
presented in Form AOC-1 is attached to this report as
''Annexure-1''.

Further, a detailed update on the business operations of
the Company''s key operating subsidiaries is furnished as
part of the Management Discussion & Analysis section
which forms part of this Report.

As provided in Section 136 of the Act, the financial
statements and other documents of the subsidiary
companies are not attached with the financial statements
of the Company. The complete set of financial statements
including financial statements of the subsidiary companies
is available on our website https://www.maxindia.com/
financialreports

Material Unlisted Subsidiary

In terms of the provisions of SEBI Listing Regulations,
your Company has a policy for determining
''Material Subsidiary'' and the said policy is available
on the Company''s website at https://www.
maxindia.com/static/uploads/corporatepolicy/
pdfcea6020a39f60d1567f18ee49e0e387f.pdf

During the FY 2025-26, your Company had three material
subsidiaries, viz., Antara Senior Living Limited, Antara
Purukul Senior Living Limited and Antara Assisted Care
Services Limited.

Share Capital

AUTHORISED SHARE CAPITAL

During FY 2025-26, there was no change in the Authorised
Share Capital of the Company. Authorized Share Capital of
the Company as on March 31,2026, was Rs. 60,05,00,000
comprising of 6,00,50,000 equity shares of Rs. 10/- each.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During the financial year the Board of Directors of the
company approved the allotment of 82,81,973 equity
shares of face value of Rs. 10/- each on Rights basis to
the eligible shareholders at an issue price of Rs. 150/- per
Equity Share (including a premium of Rs. 140/- per Equity
Share), on May 23, 2025. The post issue paid up share
capital of the Company after issue of these equity shares
stood at Rs. 51,87,13,060 consisting of 5,18,71,306 equity
shares of Rs. 10/- each.

During FY 2025-26, the Company also allotted 6,51,556
equity shares to eligible option holders upon exercise
of options granted to them under ''Max India Limited -
Employee Stock Option Plan 2020''.

Consequent to the aforesaid allotments, the issued,
subscribed and paid up capital as on March 31, 2026,
stood at Rs. 52,52,28,620 comprising of 5,25,22,862 equity
shares of Rs. 10/- each.

Employee Stock Option Plan

Your Company grants share based benefits to eligible
employees with a view to attract and retain talent, align
individual performance with the Company objectives and
promote increased participation by them in the growth
of the Company. Your Company has an employee stock
option plan viz. ''Max India Limited - Employee Stock
Option Plan 2020'' (''the ESOP Plan'') which was approved by
shareholders of the Company on December 28, 2020.

There were changes in the ESOP Plan during the FY 2025¬
26. The summary of the changes are mentioned here in
below:

1. The Nomination & Remuneration Committee
("NRC") at its meeting held on May 30, 2025 and the
Shareholders at the Annual General Meeting held
on September 03, 2025 approved the amendments/
changes to the original ESOP Plan to provide the
continuity of the benefits to the employees being
associated with the Max Group. The details of these
changes are set out below:

• Acceleration of the vesting schedule in case of
transfer of employee to a group Company which
is not a subsidiary of the Company, as may be
approved by the NRC from time to time.

• The exercise period for all vested but unexercised
options be extended to three (3) years from
their respective vesting dates (in deviation from
the current 30-day window), to accommodate
transition of the employees to the other Group
Company.

2. The NRC and the Board of Directors of the Company
approved a further amendment for the increase in
the ESOP pool size by 11,00,000 options on February
9, 2026 and February 10, 2026, respectively. The same
was subsequently approved by the shareholders of
the Company through a postal ballot on March 22,
2026.

Since 2020, the Company''s employee base has
increased significantly. In order to motivate employees,
align their interests with the long-term growth and
financial success of the Company, and retain top
talent, the ESOP pool was proposed to be increased
by adding 11,00,000 (Eleven Lakhs) options to the
existing ESOP Scheme. All other terms and conditions
of the original scheme remain unchanged.

Accordingly, the total ESOP pool size, post such
increase, stands at 37,89,313 (Thirty Seven Lakhs
Eighty Nine Thousand Three Hundred and Thirteen)
options.

3. NRC at their meeting held on May 26, 2026 approved
an addendum to the Max India Limited - Employee
Stock Option Plan - 2020 ("ESOP Plan")

Addendum to the ESOP Plan includes details about
the vesting period which is as in compliance with
the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 as under:

Any Option granted under the ESOP plan shall vest
not earlier than the minimum vesting period of 1
(One) year.

Further, the NRC at its meeting held on May 25, 2023
approved the following vesting schedule, the same
has been included as a part of the scheme with the
approval of NRC in its meeting held on May 26, 2026.

1. 10% of the total options by end of first year;

2. 20% of the total options by end of second year;

3. 30% of the total options by end of third year and

4. 40% of the total options by end of fourth year

The Committee subject to minimum ceiling of vesting
period shall have the power to prescribe the vesting
schedule for a particular grant.

Addendum to the ESOP Plan further includes that NRC
has the power to, in accordance with applicable law to
determine eligible employees for granting of Options.
The employees shall be as defined under clause 1(g)
of the ESOP plan which is as under:

(i) any permanent employee of the Company who
has been working in India or outside India and a
director of the Company (whether whole time or
not) but excluding an Independent Director; and

(ii) any permanent employee and director of
the subsidiary companies (whether now or
hereafter existing, in India or overseas, as may
be from time to time be allowed under the
prevailing laws, rules and regulations, and / or
any amendments thereto from time to time
whether working in India or out of India; but does
not include person who belongs to a Promoter
Group of the Company or a Director who either
by himself or through his relative or through any
Body Corporate, directly or indirectly holds more
than 10% of the outstanding equity shares of the
Company.

The total number of stock options that can be granted
pursuant to the ESOP Plan are 37,89,313 stock options
to or for the benefit of such person(s) who are the
employees of the Company / Subsidiary Companies.
The ESOP Plan is administered by the NRC constituted
by the Board of Directors of the Company.

The ESOP plan is in compliance with the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

During FY 2025-26, the Company has granted
270,683 stock options to the eligible employees of the
Company and its subsidiary companies. Nine option
holders exercised their options during the year under
review and were allotted equity shares at exercise
prices of as tabled below.

Further, the Company has cancelled and forfeited
the 1,11,506 stock options issued to the employees
of the Company/ subsidiary of the Company due to
the cessation of employment. Such cancelled options
were made available for future grants under the ESOP
plan of the Company. The applicable disclosures
as stipulated under SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 with
regard to ESOP Plan of the Company are available at

the website of the Company at https://www.maxindia.
com/static/uploads/financials/max-india-limited-i-
esop-disclosure-i-2025-26.pdf

The Company has obtained a certificate from the
Secretarial Auditors of the Company confirming that
the ESOP Plan has been implemented in accordance
with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and resolutions
passed by the Shareholders of the Company. The
said certificate will be made available for inspection
during the AGM to any person having right to attend
the meeting.

Directors & Key Managerial Personnel(s)

As of the date of this report, the Board of Directors of the
Company comprises of Nine Board members including One
Executive Director and Eight Non-Executive Directors out
of which Five are Independent. Mr. Analjit Singh, Chairman
of the Company is a Non-Executive and Non-Independent
Promoter Director.

During the year under review, basis the recommendation
of the Nomination and Remuneration Committee and the
Board of Directors, the shareholders of the Company have
approved the following:

a) Re-appointment of Mr. Pradeep Pant and Ms. Sharmila
Tagore as Independent Directors of the Company, for
a second term of five years effective from June 1,2025
till May 31,2030;

b) Re-appointment of Mr. Niten Malhan as an
independent Director of the Company, for a second
term of five years effective February 1,2026 till January
31,2031; and

c) Re-appointment of Mr. Rajit Mehta as Managing
Director of the Company for a period of five years
effective from January 15, 2026 till January 14, 2031.

During the FY 2025-26, Mrs. Sharmila Tagore, resigned as
the Non-Executive Independent Director of the Company
with effect from February 10, 2026, due to her increased
personal commitments. There was no other material
reason for stepping down from the position of the
Independent Director.

Post closure of the Financial Year, based on the
recommendation of the Nomination and Remuneration
Committee, the Board of Directors, on April 9, 2026,
approved the appointment of Ms. Mrinalini Mirchandani
(DIN: 11619010) as an Additional Director in the capacity
of an Independent Director for a term of five consecutive
years with effect from April 15, 2026, subject to the approval
of the shareholders.

In terms of Section 152 of the Act and the Articles of
Association of the Company, Mr. Rajit Mehta is liable to
retire by rotation at the ensuing Annual General Meeting.
He has offered himself for re-appointment at the ensuing
Annual General Meeting.

The brief profile of Mr. Rajit Mehta is given in the AGM
Notice.

The Board met five times during the financial year 2025-26.
The details of the attendance of the Directors are as under:

The details regarding the number of meetings attended by
each Director for the financial year ended March 31, 2026
have been furnished in the Corporate Governance Report
attached as part of this Annual Report.

No Director of the Company was disqualified to become/
continue as Director of the Company, in terms of the
provisions of the Companies Act, 2013 and the rules made
thereunder.

As of the date of this Report, Mr. Rajit Mehta, Managing
Director, Mr. Sandeep Pathak, Chief Financial Officer
and Head-Legal and Ms. Trapti, Company Secretary &
Compliance Officer are the Key Managerial Personnel
(KMP) of the Company.

Statement of Declaration by Independent
Directors

In terms of Section 149(6) of the Act and Regulation 16 & 25
of SEBI Regulations, the following Non- Executive Directors
are categorized as Independent Directors of the Company

a) Mr. Pradeep Pant (DIN: 00677064);

b) Mr. Niten Malhan (DIN: 00614624);

c) Dr. Ajit Singh (DIN: 02525853);

d) Mr. Rohit Kapoor (DIN:06529360)

e) Ms. Mrinalini Mirchandani (DIN:11619010) with effect
from April 15, 2026 and

f) Mrs. Sharmila Tagore (DIN:00244638) resigned with

effect from February 10, 2026.

The Company have received requisite declaration of
independence from all the above-mentioned Independent
Directors in terms of the Act and SEBI Listing Regulations,
confirming that they continue to meet the criteria of
independence and that of their registration with the Indian
Institute of Corporate Affairs (IICA) database.

Committees of the Board of Directors

As of March 31, 2026, the Company has four Board-level
Committees, which have been established in compliance
with the requirements of the business and relevant
provisions of applicable laws and statutes:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. *Strategy and Investment Committee;

* dissolved with effect from May 28, 2026

A detailed note on the composition of the Board and its
Committees, governance of committees including its
terms of reference, number of committee meetings held
during the FY 2025-26 and attendance of the members, is
provided in the Report of Corporate Governance forming
part of this Integrated Annual Report.

During FY 2025-26, all the recommendations made by
Board committees were accepted by the Board.

Performance Evaluation of the Board

As per the requirements of the Act and SEBI Listing
Regulations, a formal Annual Evaluation process has been
carried out for evaluating the performance of the Board,
the Committees of the Board, and the Individual Directors
including the Chairperson.

The Board of Directors have evaluated the performance of
Independent Directors during the year 2025-26 and opined
that the integrity, expertise and experience (including
proficiency) of the Independent Directors are satisfactory.

The performance evaluation was carried out by obtaining
feedback from all Directors through an online survey
mechanism through Diligent Boards, a secured electronic
medium through which the Company interfaces with its
Directors. The directors were also provided an option to
participate through physical mode. The outcome of this
performance evaluation was placed before the Nomination
and Remuneration Committee and Independent Directors''

Committee and the Board meeting for the consideration of
the members.

The review concluded by affirming that the Board as
a whole as well as its Chairman, all of its members,
individually, and the Committees of the Board continued
to display a commitment to good governance by ensuring
a constant improvement of processes and procedures
and contributed their best in the overall growth of the
organization.

Human Resources

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

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

Particulars of Employees

The information required pursuant to Section 197 read
with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of your Company, will be provided
upon request. In terms of Section 136 of the Companies
Act, 2013, the Report and Accounts are being sent to
the Members and others entitled thereto, excluding the
information on employees'' particulars which is available for
inspection by the Members at the Registered Office and /
or Corporate Office of the Company during business hours
between 10.00 am to 12.00 noon on working days (Except
Saturday and Sunday) of the Company up to the date of
the ensuing Annual General Meeting. If any Member is
interested in obtaining a copy thereof, such Member may
write to the Company Secretary in this regard.

As on March 31, 2026, there were 19 employees on the
rolls of the Company.

Nomination & Remuneration Policy

In adherence to the provisions of Section 134 (3)(e)
and 178 (1) & (3) of the Act, the Board of Directors

had approved a policy on the Director''s appointment
and remuneration. The said policy includes terms of
appointment, criteria for determining qualifications,
performance evaluation of Directors and other
matters. A copy of the same is available at https://
www.maxindia.com/static/uploads/corporatepolicy/
pdf73367e1fb4e164844933d1e1f5e97f62.pdf

Loans, Guarantees or Investments in Securities

The details of loans given, and investments made by the
company pursuant to the provisions of Section 186 of the
Act, are provided in Note no 41, to the standalone financial
statements of the Company.

The details of the corporate guarantee are provided in
note no. 32(B) to the standalone financial statements of
the Company.

Management Discussion & Analysis

In terms of Regulation 34 of SEBI Listing Regulations, a
review of the performance of the Company, including
those of operating subsidiary Companies, is provided in
the Management Discussion & Analysis section, which
forms part of this Annual Report.

Report on Corporate Governance

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

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

Business Responsibility and Sustainability
Report

In terms of the provisions of SEBI Listing Regulations, as
amended from time to time, the requirement of submission
of the Business Responsibility and Sustainability Report is
not applicable on the Company.

Statutory Auditors and Auditors'' Report

Pursuant to Sections 139 and other applicable provisions,

if any, of the Act, M/s. Ravi Rajan & Co., LLP, Chartered
Accountants, were appointed as the Statutory Auditors
of the Company for a second tenure of five years at the
AGM held on August 25, 2022, to hold the office till the
conclusion of the 8^th AGM of the Company to be held in
the year 2027.

There are no audit qualifications, reservations or adverse
remarks or reporting of fraud in the Statutory Auditors
Report given by M/s Ravi Rajan & Co., LLP, Statutory
Auditors of the Company for the financial year 2025-26
which is annexed in this Annual Report.

Secretarial Auditors and Secretarial Audit
Report

Pursuant to Regulation 24A & other applicable provisions
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 , the Company appointed M/s Sanjay Grover &
Associates, Practicing Company Secretaries, New Delhi as
its Secretarial Auditors to conduct the Secretarial Audit of
the Company for a period of 5 years from April 01, 2025
till March 31, 2030 . The Company provided all assistance
and facilities to the secretarial auditors for conducting the
audit. The Report of Secretarial Auditor for the Financial
Year ended March 31, 2026 is annexed to this report as
''Annexure-3''.

There are no audit qualifications, reservations, or any
adverse remark in the said Secretarial Audit Report for FY
2025-26.

The Annual Secretarial Compliance Report of the Company
pursuant to Regulation 24A of SEBI Listing Regulations,
read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated
February 08, 2019, is uploaded on the website of the
Company at https://www.maxindia.com/static/uploads/
annualSecretarialComplianceReport/ascr-202526.pdf

Pursuant to the requirements of Regulation 24A of SEBI
Listing Regulations, the Secretarial Audit Reports of
material subsidiary Companies namely, Antara Senior
Living Limited, Antara Purukul Senior Living Limited and
Antara Assisted Care Services Limited are enclosed as
''Annexure - 4, 5 and 6''.

Internal Auditors

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

There are no fraud reported by the Internal Auditors in
their report.

Internal Financial Controls

The Company has in place adequate internal financial
controls. During the year, such controls were tested and no
reportable material weaknesses in the design or operation
were observed. The Management has reviewed the
existence of various risk-based controls in the Company
and also tested the key controls towards assurance for
compliance for the present fiscal.

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

There were no instances of fraud reported by the auditors
to the Audit Committee or the Board of Directors for the
financial year ended March 31,2026.

Risk Management

Your Company considers that risk is an integral part of the
businesses carried by it through its subsidiary companies
and therefore, proper steps have always been taken to
manage all risks in a proactive and efficient manner. The
Board from time to time identifies the risks impacting the
business and formulates strategies/policies aimed at risk
mitigation as part of risk management. Further, a core
team comprising of senior management employees of
operational subsidiary Companies has also been formed
to identify and assess key risks, risk appetite, tolerance
levels and formulate strategies for the mitigation of risks
identified in consultation with process owners.

All operating subsidiary companies maintain their separate
"Risk Registers" which is a framework used to identify and
assess key risks, risk probability, risk impact and strategies
for mitigation of such risks in consultation with process
owners. These Risk Registers are regularly placed before
the Board of these companies for providing comprehensive
status and potential impact of such risks on the operations
of such companies.

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

Vigil Mechanism

The Company has a vigil mechanism pursuant to which a
Whistle Blower Policy has been adopted and is in place.
The Policy ensures that strict confidentiality is maintained
whilst dealing with concerns raised and also that no
discrimination will be meted out to any person for a
genuinely raised concern in respect of any unethical and
improper practices, fraud or violation of Company''s Code
of Conduct.

The said Policy covers all employees, Directors and
other persons having association with the Company.
The policy is hosted on the Company''s website at
https://www.maxindia.com/static/uploads/
corporatepolicy/whistle-blower-policy.pdf

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

Contracts or Arrangements with Related Parties

All transactions entered by the Company during the
financial year with related parties were in the ordinary
course of business and on an arm''s length basis which
does not fall under the scope of Section 188(1) of the Act.

There is no material contract or arrangement as such
entered by the Company, in terms of the Act. Accordingly,
the disclosure of related party transactions as required
under Section 134(3)(h) of the Act, in Form AOC-2 is not
applicable to the Company for FY 2025-26 and hence does
not form part of this report.

Approval for the material related party transaction(s)
between Antara Senior Living Limited, a material subsidiary
of the Company and its related parties viz Max Estates
Gurgaon Limited, Max Estates Gurgaon Two Limited and
Contend Builders Private Limited for their usual business
transactions were received from the shareholders of the
Company through Postal Ballot in compliance with the SEBI
Listing Regulations.

The details of all the Related Party Transactions between
the Company and its Related Parties form part of Note No.
36 to the standalone financial statements attached to this
Annual Report.

The Policy on the materiality of related party transactions
and dealing with related party transactions as approved by
the Board may be accessed on the Company''s website at
https://www.maxindia.com/static/uploads/
corporatepolicy/policy-on-determination-of-materiality-
for-disclosures.pdf

Particulars of Conservation of Energy,
Technology Absorption and Foreign Exchange
Earnings & Outgo

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

a. Conservation of Energy

(i) The Company took following steps for
conservation of energy:

1. Routine maintenance of all electrical
appliances is conducted to ensure no
wastage of energy.

2. Replacement of electric items with energy
efficient appliances (example - LEDs, energy
efficient appliances / Equipment etc.).

3. Lighting control - Ensuring the electric
appliances (fans, LEDs etc.) are turned off
in un-occupied rooms or areas and using
daylight as much as possible during the
daytime.

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

(iii) Capital investment on energy conservation
equipment: Nil

b. Technology Absorption

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

There was no expenditure incurred on Research and
Development for the financial year ended March 31,
2026.

c. Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo are given
below:

Annual Return

The Annual Return as on March 31, 2026 pursuant to
Section 92 of the Act read with Companies (Management
and Administration) Rules, 2014, is available on the

website of the Company at https://www.maxindia.com/
financialreports

Directors'' Responsibility Statement

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

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

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

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

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

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

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

Significant and material orders passed by the
regulators or courts or tribunals

During the year under review, there were no such significant
and material orders passed by the regulators or courts or
tribunals which could impact the going concern status and
company''s operations in the future.

Unclaimed Shares

The details of unclaimed shares form part of the Corporate
Governance Report of the Company.

Transfer to Investor Education and Protection
Fund

The Company was not required to transfer any funds to the
Investor Education and Protection Fund for the financial
year ended March 31,2026.

Corporate Social Responsibility (CSR)

A copy of CSR policy approved by the Board of Director
of the Company in accordance with the provisions
of Section 135 of the Act, read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 is
available on the website of the Company at https://
www.maxindia.com/static/uploads/corporatepolicy/
pdf0cb5fc04b7aa7ae9d442235a15a34c86.pdf. The

CSR Policy comprises a Vision and Mission Statement,
philosophy, and objectives. It also explains the governance
structure along with clarity on roles and responsibilities.
The Annual Report on the CSR Activities of the Company
for the financial year ended March 31, 2026 is enclosed as
''Annexure-7''.

Disclosure about the receipt of the commission

In terms of Section 197(14) of the Act and rules made there
under, no director has received any commission from the
company or its subsidiary company, thus the said provision
is not applicable on the Company for the financial year
ended March 31, 2026.

However, during the year under review, Ms. Tara Singh
Vachani, Vice Chairperson & Non-Executive Director
and Mr. Rajit Mehta, Managing Director of the Company,
received remuneration from Antara Senior Living Limited
(ASLL), a wholly owned subsidiary of the Company in their
capacity of Executive Chairperson and Managing Director
& CEO, respectively of ASLL, in compliance with applicable
provisions of the Act.

Prevention of Sexual Harassment of Women at
the Workplace

The Company has a requisite policy for the Prevention
of Sexual Harassment, which is available on the website
of the Company at https://www.maxindia.com/static/
uploads/corporatepolicy/posh-policy-max-india.pdf. The
comprehensive policy ensures gender equality and the
right to work with dignity. The company has complied with
the provisions relating to the constitution of the Internal
Complaints Committee (ICC) under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

No case was reported to the Committee for the financial
year ended March 31, 2026,the details of which are also
captured in the Corporate Governance Report that forms
part of the Annual Report.

Compliance with Respect to the Provisions of
the Maternity Benefit Act, 1961.

The Company has complied with the provisions of the

Maternity Benefit Act, 1961 and the benefits are extended

to all women executive employees of the Company.

Other Disclosures

a) The Company has not accepted any deposits from the
public and as such, no amount on account of principal
or interest on public deposits was outstanding as on
the date of the balance sheet.

b) The Company has not issued shares with differential
voting rights and sweat equity shares during the year
under review.

c) The Company has complied with the applicable
Secretarial Standards relating to ''Meetings of the
Board of Directors'' and ''General Meetings'' during the
year.

d) Maintenance of cost records and requirement of cost
Audit as prescribed under the provisions of Section
148(1) of the Act, are not applicable to the business
activities carried out by the Company.

e) To the best of our knowledge and belief, there are no
proceedings initiated/pending against the company
under the Insolvency and Bankruptcy Code, 2016
which can have a material impact on the business of
the Company.

f) There were no instances where your Company
required the valuation for one time settlement or
while taking the loan from the Banks or Financial
institutions.

Acknowledgements

The Company''s organizational culture upholds
professionalism, integrity and continuous improvement
across all functions, as well as efficient utilization of the
Company''s resources for sustainable and profitable growth.

Your Directors would like to place on record their
appreciation of the contribution made by its management
and its employees. Directors also acknowledge with thanks
the cooperation and assistance received from various
agencies of the Central and State Governments, Financial
Institutions and Banks, Shareholders, Joint Venture
partners, and all other business associates and look
forward to their continued support in the future.

On behalf of the Board of Directors
Max India Limited

-Sd/-
Analjit Singh

Place: New Delhi Chairman

Date: May 28, 2026 (DIN:00029641)

Your directors have the pleasure of presenting the 6^th Annual Report of Max India Limited (''the Company'') along with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

The highlights of the Standalone and Consolidated financial performance of the Company for the financial year ended March 31, 2025, is summarized below:

In accordance with the Companies Act, 2013 ("Act") and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI Listing Regulations"), the audited consolidated financial statements are provided as part of this Annual Report and shall also be laid before the shareholders at ensuing Annual General Meeting of the Company. Both standalone and consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards), Rules, 2015.

TRANSFER TO GENERAL RESERVES

The Company has not transferred any amount to general reserves for the financial year ended March 31, 2025.

DIVIDEND

Considering the losses and business plans of the Company, the Board of Directors did not recommend any dividend for FY 2024-25, on the Equity Share Capital of the Company.

The Company had voluntarily adopted the Dividend Distribution Policy, in terms of regulation 43A of the SEBI Listing Regulations and the same can be accessed at https://www.maxindia.com/corporate-policies

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to the Management Discussion & Analysis which forms part of this report.

BUSINESS OPERATIONS

Your Company is primarily engaged in the business of making and holding investments in various subsidiaries and Joint Venture Companies and growing and nurturing these business investments and providing shared services to various group Companies. There has been no change in the nature of business of the Company during the year under review.

The substantial source of income of the Company for the financial year ended March 31, 2025 inter-alia comprised of Treasury Income, Income from shared services, and Rental income from leasing out of space owned by the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2025, your Company has six Subsidiary Companies and one Joint Venture Company as detailed below:

SUBSIDIARIES

a) Antara Senior Living Limited ("ASLL"), a wholly owned subsidiary company, is inter-alia engaged in the business of developing vibrant residential communities for seniors that offer "Lifestyle with Lifecare".

b) Antara Purukul Senior Living Limited ("APSLL"), a wholly owned subsidiary of ASLL, is inter-alia engaged in the business of owning, developing, operating and establishing vibrant residential senior living communities that offer "Lifestyle with Lifecare".

c) Antara Assisted Care Services Limited ("AACSL"), a wholly owned subsidiary company, is inter-alia engaged in the business of creating care homes and memory care homes to address the need for assistance for daily living/ specialized care/memory care in seniors and also to provide same care services at home based on customer needs and preferences. AACSL also provides MedCare and Antara AGEasy Products.

d) Max Skill First Limited ("Max Skill"), a wholly owned subsidiary company, has not been engaged in any business activity.

e) Antara Bangalore Senior Living Limited (formerly known as Max Ateev Limited ("ABSLL")), a wholly owned subsidiary ASLL, has not been engaged in any business activity.

f) Max UK Limited, a wholly owned subsidiary company is engaged in the business of providing business and administrative support services to various group companies of the Company, being the parent company, at United Kingdom.

JOINT VENTURES

Contend Builders Private Limited (held through ASLL) is primarily engaged in the development of Senior Living community in Noida.

The performance and financial position of Subsidiaries and Joint Ventures and the contribution made by these entities, included in the consolidated financial statements, and also presented in Form AOC-1 is attached to this report as ''Annexure-1’.

Further, a detailed update on the business operations of the Company''s key operating subsidiaries is furnished as part of the Management Discussion & Analysis section which forms part of this Report.

As provided in Section 136 of the Act, the financial statements and other documents of the subsidiary companies are not attached with the financial statements of the Company. The complete set of financial statements including financial statements of the subsidiary companies is available on our https://www.maxindia.com/financialreports

MATERIAL UNLISTED SUBSIDIARY

In terms of the provisions of SEBI Listing Regulations, your Company has a policy for determining ''Material Subsidiary'' and the said policy is available on the Company''s website at https://www.maxindia.com/static/uploads/corporatepolicy/ pdfcea6020a39f60d1567f18ee49e0e387f.pdf

During the FY 2024-25, your Company had three material subsidiaries, viz., Antara Senior Living Limited, Antara Purukul Senior Living Limited and Antara Assisted Care Services Limited.

SHARE CAPITAL AUTHORISED SHARE CAPITAL

During FY 2024-25, there was no change in the Authorised Share Capital of the Company. Authorized Share Capital of the Company as on March 31, 2025, was Rs. 60,05,00,000 comprising of 6,00,50,000 equity shares of Rs. 10/- each.

Post closure of the financial year the Board of Directors of the company approved the allotment of 82,81,973 equity share of face values of Rs. 10/- each on Rights basis to be eligible shareholders at an issue price of Rs. 150/- per Equity Share (including a premium of Rs. 140/- per Equity Share), May 23, 2025. The post issue paid up share capital of the Company stood at 51,87,13,060 consisting of 5,18,71,306 equity shares as on date of this Annual Report.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During FY 2024-25, the Company has alloted 4,18,565 equity shares to eligible option holders upon exercise of options granted to them under ''Max India Limited - Employee Stock Option Plan 2020''. Consequent to the aforesaid allotment, the

issued, subscribed and paid up capital as on March 31, 2025, stood at Rs. 43,58,93,330 comprising of 4,35,89,333 equity shares of Rs. 10 each.

EMPLOYEE STOCK OPTION PLAN

Your Company grants share based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Company objectives and promote increased participation by them in the growth of the Company.

Your Company has an employee stock option plan viz. ''Max India Limited - Employee Stock Option Plan 2020'' (''the ESOP Plan'') which was approved by shareholders of the Company on December 28, 2020.

The total number of stock options that can be granted pursuant to the ESOP Plan are 26,89,313 stock options to or for the benefit of such person(s) who are the employees of the Company / Subsidiary Companies. The ESOP Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company.

There is no change in the ESOP plan during the FY 2024-25. The ESOP plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During FY 2024-25, the Company has granted 59,228 stock options to the eligible employees of the Company and its subsidiary companies. Eight option holders exercised their options during the year under review and were allotted 4,18,565 at exercise prices of as tabled below.

Further, the Company has cancelled and forfeited the 83,034 stock options issued to the employees of the Company/ subsidiary of the Company due to the cessation of employment. Such cancelled options were made available for future grants under the ESOP plan of the Company. The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to ESOP Plan of the Company are available at the website of the Company at https://www.maxindia.com/static/uploads/ financials/max-india-esop-plan-2020.pdfi

The Company has obtained a certificate from the Secretarial Auditors of the Company confirming that the ESOP Plan has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and

resolutions passed by the Shareholders of the Company. The said certificate will be made available for inspection during the AGM to any person having right to attend the meeting.

DIRECTORS & KEY MANAGERIAL PERSONNEL(S)

As of the date of this report, the Board of Directors of the Company comprises of Nine Board members including One Executive Director and Eight Non-Executive Directors out of which Five are Independent. Mr. Analjit Singh, Chairman of the Company is a Non-Executive and Non-Independent Promoter Director.

During the FY 2024-25, Mr. Pradeep Pant and Ms. Sharmila Tagore, Independent Directors of the Company were re-appointed as Independent Directors for the second term effective from June 1, 2025.

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Mohit Talwar is liable to retire by rotation at the ensuing Annual General Meeting. He has offered himself for re-appointment at the ensuing Annual General Meeting.

In terms of the provisions of Sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions, if any of the Companies Act, 2013 (the ''Act'') the term of Mr. Rajit Mehta, Managing Director of the Company will expire on January 14, 2026. Basis the recommendations of the Nomination and Remuneration committee the Board has approved the re-appointment of Mr. Rajit Mehta as Managing Director of the Company for a period of 5 effective from January 15, 2026 to January 14, 2031.

Further, the Board of Directors of the Company had re-appointed Mr. Niten Malhan as Non-Executive Independent Director of the Company for the second term effective from February 1, 2026 upto January 31, 2031 (both days inclusive).

The brief profiles of Mr. Rajit Mehta, Mr. Niten Malhan and Mr. Mohit Talwar are given in the Annual Report.

The Board met four times during the financial year 2024-25. The details of the attendance of the Directors are as under:

The details regarding the number of meetings attended by each Director for the financial year ended March 31, 2025 have been furnished in the Corporate Governance Report attached as part of this Annual Report.

As of the date of this Report, Mr. Rajit Mehta, Managing Director, Mr. Sandeep Pathak, Chief Financial Officer and Head-Legal and Ms. Trapti, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of the Company.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(6) of the Act and Regulation 16 & 25 of SEBI Regulations, the following five Non- Executive Directors are categorized as Independent Directors of the Company:

a) Ms. Sharmila Tagore (DIN: 00244638);

b) Mr. Pradeep Pant (DIN: 00677064);

c) Mr. Niten Malhan (DIN: 00614624);

d) Dr. Ajit Singh (DIN: 02525853); and

e) Mr. Rohit Kapoor (DIN:06529360).

The Company have received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Listing Regulations, confirming that they continue to meet the criteria of independence and that of their registration with the Indian Institute of Corporate Affairs (IICA) database.

COMMITTEES OF THE BOARD OF DIRECTORS

As of March 31, 2025, the Company has four Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Strategy and Investment Committee;

A detailed note on the composition of the Board and its Committees, governance of committees including its terms of reference, number of committee meetings held during the FY 2024-25 and attendance of the members, is provided in the Report of Corporate Governance forming part of this Integrated Annual Report.

During FY 2024-25, all the recommendations made by Board committees were accepted by the Board.

PERFORMANCE EVALUATION OF THE BOARD

As per the requirements of the Act and SEBI Listing Regulations, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, the Committees of the Board, and the Individual Directors including the Chairperson.

The Board of Directors has evaluated the performance of Independent Directors during the year 2024-25 and opined that

the integrity, expertise and experience (including proficiency) of the Independent Directors are satisfactory.

The performance evaluation was carried out by obtaining feedback from all Directors through an online survey mechanism through Diligent Boards, a secured electronic medium through which the Company interfaces with its Directors. The directors were also provided an option to participate through physical mode. The outcome of this performance evaluation was placed before the Nomination and Remuneration Committee and Independent Directors'' Committee and the Board meeting for the consideration of the members.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually, and the Committees of the Board continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

HUMAN RESOURCES

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

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

As on March 31, 2025, there were 19 employees on the rolls of the Company.

NOMINATION & REMUNERATION POLICY

In adherence to the provisions of Section 134 (3)(e) and 178 (1) & (3) of the Act, the Board of Directors had approved a policy on the Director''s appointment and remuneration. The said policy includes terms of appointment, criteria for determining qualifications, performance evaluation of Directors and other matters. A copy of the same is available at https://www.maxindia.com/corporate-policies

LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES

The details of loans given, and investments made by the

company pursuant to the provisions of Section 186 of the Act, are provided in Note no 41, to the standalone financial statements of the Company.

The details of the corporate guarantee are provided in note no. 29(B) to the standalone financial statements of the Company.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of the Company, including those of operating subsidiary Companies, is provided in the Management Discussion & Analysis section, which forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of the provisions of SEBI Listing Regulations, as amended from time to time, the requirement of submission of the Business Responsibility and Sustainability Report is not applicable on the Company.

STATUTORY AUDITORS AND AUDITORS'' REPORT

Pursuant to Sections 139 and other applicable provisions, if any, of the Act, M/s. Ravi Rajan & Co., LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a second tenure of five years at the AGM held on August 25, 2022, to hold the office till the conclusion of the 8^th AGM of the Company to be held in the year 2027.

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

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT

towards assurance for compliance for the present fiscal.

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

There were no instances of fraud reported by the auditors to the Audit Committee or the Board of Directors for the financial year ended March 31, 2025.

RISK MANAGEMENT

Your Company considers that risk is an integral part of the businesses carried by it through its subsidiary companies and therefore, proper steps have always been taken to manage all risks in a proactive and efficient manner. The Board from time to time identifies the risks impacting the business and formulates strategies/policies aimed at risk mitigation as part of risk management. Further, a core team comprising of senior management employees of operational subsidiary Companies has also been formed to identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the mitigation of risks identified in consultation with process owners.

All operating subsidiary companies maintain their separate "Risk Registers" which is a framework used to identify and assess key risks, risk probability, risk impact and strategies for mitigation of such risks in consultation with process owners. These Risk Registers are regularly placed before the Board of these companies for providing comprehensive status and potential impact of such risks on the operations of such companies.

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

VIGIL MECHANISM

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy has been adopted and is in place. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns raised and also that no discrimination will be meted out to any person for a genuinely raised concern in respect of any unethical and improper practices, fraud or violation of Company''s Code of Conduct.

The said Policy covers all employees, Directors and

other persons having association with the Company. The policy is hosted on the Company''s website at https://www.maxindia.com/static/uploads/corporatepolicy/ whistle-blower-policy.pdf

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis which does not fall under the scope of Section 188(1) of the Act.

There is no material contract or arrangement as such entered by the Company, in terms of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act, in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this report.

However, approvals for the material related party transaction(s) between the Company and Max Towers Private Limited and between Antara Senior Living Limited, a material subsidiary of the Company and its related parties viz. Max Estates Gurugram Limited and Contend Builders Private Limited for their usual business transactions were received from the shareholders through Postal Ballot in compliance with the SEBI Listing Regulations.

The details of all the Related Party Transactions between the Company and its Related Parties form part of Note No. 36 to the standalone financial statements attached to this Annual Report.

The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at https://www.maxindia.com/static/uploads/corporatepolicy/ policy-on-determination-of-materiality-for-disclosures.pdf

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

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

a. Conservation of Energy

(i) The Company took following steps for conservation of energy:

1. Routine maintenance of all electrical appliances is conducted to ensure no wastage of energy.

2. Replacement of electric items with energy efficient appliances (example - LEDs, energy efficient appliances / Equipment etc.).

3. Lighting control - Ensuring the electric appliances (fans, LEDs etc.) are turned off in un-occupied rooms or areas and using daylight as much as possible during the daytime.

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

(iii) Capital investment on energy conservation equipment: Nil

b. Technology Absorption

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

There was no expenditure incurred on Research and Development for the financial year ended March 31, 2025.

c. Foreign Exchange Earnings and Outgo

ANNUAL RETURN

The Annual Return as on March 31, 2025 pursuant to Section 92 of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.maxindia.com/financialreports

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company

at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals which could impact the going concern status and company''s operations in the future.

UNCLAIMED SHARES

The details of unclaimed shares form part of the Corporate Governance Report of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any funds to the Investor Education and Protection Fund for the financial year ended March 31, 2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A copy of CSR policy approved by the Board of Director of the Company in accordance with the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on the website of the Company at https://www.maxindia.com/static/uploads/corporatepolicy/ pdf0cb5fc04b7aa7ae9d442235a15a34c86.pdf. The CSR Policy comprises a Vision and Mission Statement, philosophy, and objectives. It also explains the governance structure along with clarity on roles and responsibilities. The Annual Report on the CSR Activities of the Company for the financial year ended March 31, 2025 is enclosed as ''Annexure-8''.

DISCLOSURE ABOUT THE RECEIPT OF THE COMMISSION

In terms of Section 197(14) of the Act and rules made there under, no director has received any commission from the

company or its subsidiary company, thus the said provision is not applicable on the Company for the financial year ended March 31, 2025.

However, during the year under review, Ms. Tara Singh Vachani, Vice Chairperson & Non-Executive Director and Mr. Rajit Mehta, Managing Director of the Company, received remuneration from Antara Senior Living Limited (ASLL), a wholly owned subsidiary of the Company in their capacity of Executive Chairperson and Managing Director & CEO, respectively of ASLL, in compliance with applicable provisions of the Act.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has a requisite policy for the Prevention of Sexual Harassment, which is available on the website of the Company at https://www.maxindia.com/static/uploads/

corporatepolicy/whistle-blower-policy.pdf. The comprehensive policy ensures gender equality and the right to work with dignity. The company has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case was reported to the Committee for the financial year ended March 31, 2025.

OTHER DISCLOSURES

a) The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) The Company has complied with the applicable Secretarial Standards relating to ''Meetings of the Board of Directors'' and ''General Meetings'' during the year.

d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable to the business activities carried out by the Company.

e) To the best of our knowledge and belief, there are no proceedings initiated/pending against the company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.

f) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

ACKNOWLEDGEMENTS

The Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth.

Your Directors would like to place on record their appreciation of the contribution made by its management and its employees. Directors also acknowledge with thanks the cooperation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders, Joint Venture partners, and all other business associates and look forward to their continued support in the future.

Your directors have the pleasure of presenting the 5^th Board''s Report of Max India Limited (''the Company'') along with the Audited Financial Statements for the financial year ended March 31, 2024.

FiNANCiAL PERFORMANCE

The highlights of the Standalone and Consolidated financial performance of the Company for the financial year ended March 31, 2024, is summarized below:

In accordance with the Companies Act, 2013 (“Act") and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“SEBi Listing Regulations"), the audited consolidated financial statements are provided as part of this Annual Report and shall also be laid before the shareholders at ensuing Annual General Meeting of the Company. Both standalone and consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards), Rules, 2015.

transfer to general reserves

The Company has not transferred any amount to general reserves for the financial year ended March 31, 2024.

DiviDEND

Considering the future business plans of the Company, the Board of Directors did not recommend any dividend for FY 2023-24, on the Equity Share Capital of the Company.

The Company had voluntarily adopted the Dividend Distribution Policy, in terms of regulation 43A of the SEBI Listing Regulations and the same can be accessed at https://www.maxindia.com/corporate-policies

OPERATiONS AND BUSiNESS PERFORMANCE

Kindly refer to the Management Discussion & Analysis which forms part of this report.

BUSiNESS OPERATiONS

Your Company is primarily engaged in the business of making and holding investments in various subsidiaries and Joint Venture Companies and growing and nurturing these business investments and providing shared services to various group Companies. There has been no change in the nature of business of the Company during the year under review.

The substantial source of income of the Company for the financial year ended March 31, 2024 inter-alia comprised of Treasury Income, Income from shared services, and Rental income from leasing out of space owned by the Company.

SUBSiDiARiES, ASSOCiATES AND JOiNT VENTURES

As on March 31, 2024, your Company has six Subsidiary Companies and one Joint Venture Company as detailed below:

SUBSiDiARiES

a) Antara Senior Living Limited ("ASLL”), a wholly owned subsidiary company, is inter-alia engaged in the business of developing vibrant residential communities for seniors that offer "Lifestyle with Lifecare”.

b) Antara Purukul Senior Living Limited ("APSLL”), a wholly owned subsidiary of ASLL, is inter-alia engaged in the business of owning, developing, operating and establishing vibrant residential senior living communities that offer "Lifestyle with Lifecare”.

c) Antara Assisted Care Services Limited ("AACSL”), a wholly owned subsidiary company, is inter-alia engaged in the business of creating care homes and memory care homes to address the need for assistance for daily living/ specialized care/memory care in seniors and also to provide same care services at home based on customer needs and preferences. AACSL also provides MedCare and Antara AGEasy Products.

d) Max Skill First Limited ("Max Skill”), a wholly owned subsidiary company, has not been engaged in any business activity.

e) Max Ateev Limited ("Max Ateev”), a wholly owned

subsidiary company, has not been engaged in any business activity. The sole investment held by Max Ateev, comprising of 20% of the equity stake of Forum I Aviation Private Limited was also divested for an aggregate consideration of approximately Rs. 8.04 crores during the month of February 2024.

f) Max UK Limited, a wholly owned subsidiary company is engaged in the business of providing business and administrative support services to various group companies of the Company, being the parent company, at United Kingdom.

JOiNTVENTURES

Contend Builders Private Limited (held through ASLL) is primarily engaged in the development of Senior Living community in Noida.

Forum-I Aviation Private Limited (held through Max Ateev) ceased to be the joint venture effective January 25, 2024.

The performance and financial position of Subsidiaries and Joint Ventures and the contribution made by these entities, included in the consolidated financial statements, and also presented in Form AOC-1 is attached to this report as ‘Annexure-1''.

Further, a detailed update on the business operations of the Company''s key operating subsidiaries is furnished as part of the Management Discussion & Analysis section which forms part of this Report.

As provided in Section 136 of the Act, the financial statements and other documents of the subsidiary companies are not attached with the financial statements of the Company. The complete set of financial statements including financial statements of the subsidiary companies is available on our website at https://www.maxindia.com/financialreports

MATERiAL UNLiSTED SUBSiDiARY

In terms of the provisions of SEBI Listing Regulations, your Company has a policy for determining ''Material Subsidiary'' and the said policy is available on the Company''s website at https://www.maxindia.com/corporate-policies

During the FY 2023-24, your Company had two material subsidiaries, viz., Antara Senior Living Limited and Antara Purukul Senior Living Limited.

Further, Antara Assisted Care Services Limited has also become a material subsidiary of the Company effective April 01, 2024 as its income for the FY 2023-24 exceeds 10% of the consolidated income of the Company as on March 31, 2024.

SHARE CAPITAL AUTHORISED SHARE CAPITAL

During FY 2023-24, there was no change in the Authorised Share Capital of the Company. Authorized Share Capital of the Company as on March 31, 2024, was Rs. 60,05,00,000 comprising of 6,00,50,000 equity shares of Rs. 10/- each.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During FY 2023-24, the Company has alloted 1,41,759 equity shares to two eligible option holders upon exercise of options granted to them under ''Max India Limited - Employee Stock Option Plan 2020''. Consequent to the aforesaid allotment, the issued, subscribed and paid up capital as on March 31,2024, stood at Rs. 43,17,07,680 comprising of 4,31,70,768 equity shares of Rs. 10 each.

EMPLOYEE STOCK OPTION PLAN

Your Company grants share based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Company objectives and promote increased participation by them in the growth of the Company.

Your Company has an employee stock option plan viz. ''Max India Limited - Employee Stock Option Plan 2020'' (''the ESOP Plan'') which was approved by shareholders of the Company on December 28, 2020.

The total number of stock options that can be granted pursuant to the ESOP Plan are 26,89,313 stock options to or for the benefit of such person(s) who are the employees of the Company / Subsidiary Companies. The ESOP Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company.

There is no change in the ESOP plan during the FY 2023-24. The ESOP plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During FY 2023-24, the Company has granted 4,12,742 stock options to the eligible employees of the Company and its subsidiary companies. Two option holders exercised their options during the year under review and were allotted 1,24,330 and 17,429 shares at exercise prices of Rs. 64.43 and Rs. 76.60 respectively. 1,82,142 stock options issued to one of the employees of a subsidiary company were cancelled and forfeited due to the cessation of employment of said employee with the Subsidiary Company. Such cancelled options were made available for future grants under the ESOP plan of the Company. The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to ESOP Plan of the Company are available at the website of the Company at https://www.maxindia.com/financialreports

The Company has obtained a certificate from the Secretarial Auditors of the Company confirming that the ESOP Plan has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and resolutions passed by the Shareholders of the Company. The said certificate will be made available for inspection during the AGM to any person having right to attend the meeting.

DIRECTORS & Key Managerial PERSONNEL(S)

As of the date of this report, the Board of Directors of the Company comprises of Nine Board members including One Executive Director and Eight Non-Executive Directors out of which Five are Independent. Mr. Analjit Singh, Chairman of the Company is a Non-Executive and Non-Independent Promoter Director.

During the FY 2023-24, Mr. Ashok Kacker and Ms. Bhawna Agarwal, Independent Directors, resigned from the Board on August 31, 2023 and October 12, 2023 respectively as part of their planned transition and to fulfil their several other responsibilities and professional commitments.

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Mohit Talwar and Ms. Tara Singh Vachani are liable to retire by rotation at the ensuing Annual General Meeting. They have offered themselves for re-appointment at the ensuing Annual General Meeting. Further in terms of Regulation 17(1D) of SEBI Listing Regulations, your Directors recommend continuation of Mr. Analjit Singh as Non-Executive Director of the Company for a further period of 5 years effective June 01, 2025 for the approval of shareholders of the Company at the ensuing Annual General Meeting.

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

The Board met four times during the financial year 2023-24. The details of the attendance of the Directors are as under:

The details regarding the number of meetings attended by each Director for the financial year ended March 31, 2024 have been furnished in the Corporate Governance Report attached as part of this Annual Report.

As of the date of this Report, Mr. Rajit Mehta, Managing Director, Mr. Sandeep Pathak, Chief Financial Officer and Head-Legal and Mr. Pankaj Chawla, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(6) of the Act and Regulation 16 & 25 of SEBI Regulations, the following five Non- Executive Directors are categorized as Independent Directors of the Company:

a) Ms. Sharmila Tagore (DIN: 00244638);

b) Mr. Pradeep Pant (DIN: 00677064);

c) Mr. Niten Malhan (DIN: 00614624);

d) Dr. Ajit Singh (DIN: 02525853); and

e) Mr. Rohit Kapoor (DIN:06529360).

The Board of Directors has evaluated these Independent Directors and opined that the integrity, expertise, and experience (including proficiency) of these Independent Directors are satisfactory.

The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Listing Regulations, confirming that they continue to meet the criteria of independence and that of their registration with the Indian Institute of Corporate Affairs (IICA) database.

COMMITTEES OF THE BOARD OF DIRECTORS

As of March 31, 2024, the Company has four Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee and

4. Strategy and Investment Committee.

A detailed note on the composition of the Board and its Committees, governance of committees including its terms of reference, number of committee meetings held during the FY 2023-24 and attendance of the members, is provided in the Report of Corporate Governance forming part of this Integrated Annual Report.

During FY 2023-24, all the recommendations made by Board committees were accepted by the Board.

PERFORMANCE EVALUATION OF THE BOARD

As per the requirements of the Act and SEBI Listing Regulations, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, the Committees of the Board, and the Individual Directors including the Chairperson.

The Board of Directors has evaluated the performance of Independent Directors during the year 2023-24 and opined that

the integrity, expertise and experience (including proficiency) of the Independent Directors are satisfactory.

The performance evaluation was carried out by obtaining feedback from all Directors through an online survey mechanism through Diligent Boards, a secured electronic medium through which the Company interfaces with its Directors. The directors were also provided an option to participate through physical mode. The outcome of this performance evaluation was placed before the Nomination and Remuneration Committee and Independent Directors'' Committee and the Board meeting for the consideration of the members.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually, and the Committees of the Board continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

HUMAN RESOURCES

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

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

As on March 31, 2024, there were 20 employees on the rolls of the Company.

NOMINATION & REMUNERATION pOLICY

In adherence to the provisions of Section 134 (3)(e) and 178 (1) & (3) of the Act, the Board of Directors had approved a policy on the Director''s appointment and remuneration. The said policy includes terms of appointment, criteria for determining qualifications, performance evaluation of Directors and other matters. A copy of the same is available at https://www.maxindia.com/corporate-policies

LOANS, GUARANTEES OR INvESTMENTS IN SECURITIES

The details of loans given, and investments made by the company pursuant to the provisions of Section 186 of the

Act, are provided in Note no 38, to the standalone financial statements of the Company.

The details of the corporate guarantee are provided in note no. 29(B) to the standalone financial statements of the Company.

MANAGEMENT DiSCUSSiON & ANALYSiS

In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of the Company, including those of operating subsidiary Companies, is provided in the Management Discussion & Analysis section, which forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

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

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

BUSiNESS RESPONSiBiLiTY AND SUSTAiNABiLiTY REPORT

In terms of the provisions of SEBI Listing Regulations, as amended from time to time, the requirement of submission of the Business Responsibility and Sustainability Report is not applicable on the Company.

STATUTORY AUDiTORS AND AUDiTORS'' REPORT

Pursuant to Sections 139 and other applicable provisions, if any, of the Act, M/s. Ravi Rajan & Co., LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a second tenure of five years at the AGM held on August 25, 2022, to hold the office till the conclusion of the 8^th AGM of the Company to be held in the year 2027.

There are no audit qualifications, reservations, disclaimers or adverse remarks or reporting of fraud in the Statutory Auditors Report given by M/s Ravi Rajan & Co., LLP, Statutory Auditors of the Company for the financial year 2023-24 which is annexed in this Annual Report.

SECRETARiAL AUDiTORS AND SECRETARiAL AUDiT REPORT

Pursuant to Section 204 of the Act, the Company re-appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the FY 2023-24. The Company provided all assistance and facilities to the secretarial auditors for conducting the audit. The Report of Secretarial Auditor for the Financial Year ended March 31, 2024 is annexed to this report as Annexure-4''.

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

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of SEBI Listing Regulations, read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, is uploaded on the website of the Company at https://www.maxindia.com/investorrelations/ annualSecretarialComplianceReport

Pursuant to the requirements of Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Reports of material subsidiaries Companies namely, Antara Senior Living Limited, Antara Purukul Senior Living Limited and Antara Assisted Care Services Limited are enclosed as ''Annexure - 5, 6 and 7''.

iNTERNAL AUDiTORS

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

iNTERNAL FiNANCiAL CONTROLS

The Company has in place adequate internal financial controls. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Management has reviewed the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal.

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

There were no instances of fraud reported by the auditors to the Audit Committee or the Board of Directors for the financial year ended March 31, 2024.

RISK MANAGEMENT

Your Company considers that risk is an integral part of the businesses carried by it through its subsidiary companies and therefore, proper steps have always been taken to manage all risks in a proactive and efficient manner. The Board from time to time identifies the risks impacting the business and formulates strategies/policies aimed at risk mitigation as part of risk management. Further, a core team comprising of senior management employees of operational subsidiary Companies has also been formed to identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the mitigation of risks identified in consultation with process owners.

All operating subsidiary companies maintain their separate "Risk Registers" which is a framework used to identify and assess key risks, risk probability, risk impact and strategies for mitigation of such risks in consultation with process owners. These Risk Registers are regularly placed before the Board of these companies for providing comprehensive status and potential impact of such risks on the operations of such companies.

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

VIGIL MECHANISM

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy has been adopted and is in place. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns raised and also that no discrimination will be meted out to any person for a genuinely raised concern in respect of any unethical and improper practices, fraud or violation of Company''s Code of Conduct.

The said Policy covers all employees, Directors and other persons having association with the Company. The policy is hosted on the Company''s website at https://www.maxindia.com/corporate-policies

A brief note on Vigil Mechanism/Whistle Blower Policy is also provided in the Report on Corporate Governance, which forms part of the Annual Report 2023-24.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis which does not fall under the scope of Section 188(1) of the Act.

There is no material contract or arrangement as such entered by the Company, in terms of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act, in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

However, approvals for the material related party transaction(s) between Antara Senior Living Limited, a material subsidiary of the Company and its related parties viz. Max Estates Gurgaon Limited and Contend Builders Private Limited for their usual business transactions were received from the shareholders through Postal Ballot in compliance with the SEBI Listing Regulations.

The details of all the Related Party Transactions between the Company and its Related Parties form part of Note No. 33 to the standalone financial statements attached to this Annual Report.

The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at https://www.maxindia.com/corporate-policies

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

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

a) Conservation of Energy

(i) The Company took following steps for conservation of energy:

1. Routine maintenance of all electrical appliances is conducted to ensure no wastage of energy.

2. Replacement of electric items with energy efficient appliances (example - LEDs, energy efficient appliances / Equipment etc.).

3. Lighting control - Ensuring the electric appliances (fans, LEDs etc.) are turned off in un-occupied rooms or areas and using daylight as much as possible during the daytime.

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

(iii) Capital investment on energy conservation equipment: Nil

b) Technology Absorption

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

There was no expenditure incurred on Research and Development for the financial year ended March 31, 2024.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo are given below:

ANNUAL RETURN

The Annual Return as on March 31, 2024 pursuant to Section

92 of the Act read with Companies (Management and

Administration) Rules, 2014, is available on the website of the

Company at https://www.maxindia.com/financialreports

directors'' responsibility statement

Pursuant to the requirement under Section 134(5) of the Act, it

is hereby confirmed that:

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

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

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

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

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

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

significant and material orders passed by the regulators or courts or tribunals

During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals which could impact the going concern status and company''s operations in the future.

unclaimed shares

The details of unclaimed shares form part of the Corporate Governance Report of the Company.

TRANSFER To INvESToR EDUcATioN AND protection FUND

The Company was not required to transfer any funds to the Investor Education and Protection Fund for the financial year ended March 31, 2024.

corporate social responsibility (csr)

The provision under section 135 of the Act, w.r.t constitution of CSR Committee and contribution towards CSR activities are not applicable to the Company for FY 2023-24. A copy of CSR policy approved by the Board of Director of the Company in accordance with the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on the website of the Company at https://www.maxindia.com/corporate-policies. The CSR Policy comprises a Vision and Mission Statement, philosophy, and objectives. It also explains the governance structure along with clarity on roles and responsibilities. The Annual Report on the CSR Activities of the Company for the financial year ended March 31, 2024 is enclosed as ''Annexure-8''.

disclosure about the receipt of the commission

In terms of Section 197(14) of the Act and rules made there under, no director has received any commission from the company or its subsidiary company, thus the said provision is not applicable on the Company for the financial year ended March 31, 2024.

However, during the year under review, Ms. Tara Singh Vachani, Vice Chairperson & Non-Executive Director and Mr. Rajit Mehta, Managing Director of the Company, received remuneration from Antara Senior Living Limited (ASLL), a wholly owned subsidiary of the Company in their capacity of Executive Chairperson and Managing Director & CEO, respectively of ASLL, in compliance with applicable provisions of the Act.

prevention of sexual harassment of women at the workplace

The Company has a requisite policy for the Prevention of

Sexual Harassment, which is available on the website of the Company at https://www.maxindia.com/corporate-policies. The comprehensive policy ensures gender equality and the right to work with dignity. The company has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case was reported to the Committee for the financial year ended March 31, 2024.

OTHER DISCLOSURES

a) The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) The Company has complied with the applicable Secretarial Standards relating to ''Meetings of the Board of Directors'' and ''General Meetings'' during the year.

d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the

Act, are not applicable to the business activities carried out by the Company.

e) To the best of our knowledge and belief, there are no proceedings initiated/pending against the company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.

f) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

ACKNOWLEDGEMENTS

The Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth.

Your Directors would like to place on record their appreciation of the contribution made by its management and its employees. Directors also acknowledge with thanks the cooperation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders, Joint Venture partners, and all other business associates and look forward to their continued support in the future.

On behalf of the Board of Directors Max India Limited

Place: Surrey, UK Analjit Singh

Date: May 24, 2024 Chairman

(DIN:00029641)