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

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

The Board's Report outlines significant aspects of the

Company's operations, including strategic initiatives, financial
and operational performance, corporate governance practices,
risk management frameworks, and the future outlook. It serves
as an essential communication channel between the Board and
stakeholders, offering insights into the Company's progress
and plans for continued growth.

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

STANDALONE RESULTS

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

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

There is no change in the nature of Business during FY 2024¬
25.

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

CONSOLIDATED RESULTS

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

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

AMLI Life sustained its robust performance with an individual
business growth of 20% against the private industry growth
of 15% and overall industry growth of 10%. AMLI remained
the fastest-growing listed player, continuing to outperform
the private sector and the overall industry. Total new business
premiums grew 10%, with the renewal of premium income,
including group premiums, growing by 14%. Total APE
expanded by 18%, driven by an 11% increase in policy issues.
Proprietary channels continued to witness robust growth,

expanding by 26% aided by both offline and online channels.
The online segment played a vital role in strengthening the
Company's leadership position. Banca grew by 13% while
Group Credit Life business grew by 6%. FY25 margins are 24%
vs 26.5% in previous year, lower by ~250 bps due to higher
proportion of ULIP and impact of surrender regulations. AMLI
profit before tax for FY2025 came to '448 Crores, growth of
20% over the previous year

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

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

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

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

SUBSIDIARIES, ASSOCIATES & JOINT VENTURE
COMPANIES

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

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

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

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

MATERIAL UNLISTED SUBSIDIARY

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

DIVIDEND

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

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

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

EMPLOYEE STOCK OPTION PLANS

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

STATEMENT OF DECLARATION BY INDEPENDENT
DIRECTORS

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

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

COMMITTEES OF THE BOARD OF DIRECTORS

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

1. Audit Committee:

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

2. Nomination and Remuneration Committee:

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

3. Stakeholders’ Relationship Committee:

The Committee met once during the financial year 2024¬
25, viz. on January 28, 2025. As of the date of this report,
the Committee comprises of Mr. Sahil Vachani (Chairman),
Mr. Mitsuru Yasuda and Ms. Malini Thadani as members.

4. Risk Management Committee:

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

5. Corporate Social Responsibility Committee:

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

6. Independent Directors:

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

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

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

b) Review the performance of the Chairperson of the
Company, taking into account the views of Executive

Directors and non-executive Directors; and

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

PERFORMANCE EVALUATION OF THE BOARD

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

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

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

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

HUMAN RESOURCES

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

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

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

NOMINATION AND REMUNERATION POLICY

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

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

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

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

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

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

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

POLICY FOR PREVENTION OF SEXUAL HARASSMENT

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

com/investorrelations?category = CorporatePolicies.

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

LOANS, GUARANTEES, OR INVESTMENTS IN SECURITIES

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

MANAGEMENT DISCUSSION & ANALYSIS

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

REPORT ON CORPORATE GOVERNANCE

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

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

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

STATUTORY AUDITORS AND AUDITORS' REPORT

Pursuant to Sections 139 & 142 of the Act, M/s S.R. Batliboi
& Co. LLP, Chartered Accountants (Firm Registration No.
301003E/E300005) be and is hereby appointed as Statutory
Auditors of the Company to hold office for a period of 5 (five)

consecutive years from the conclusion of this 35^th Annual
General Meeting till the conclusion of 40^th Annual General
Meeting to be held In the calendar year 2028. They continue
as the Statutory Auditors of the Company.

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

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

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT

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

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

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

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

INTERNAL AUDITORS

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

INTERNAL FINANCIAL CONTROLS

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

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

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

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

RISK MANAGEMENT

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

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

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

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

VIGIL MECHANISM

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

The assurance of strict confidentiality and non-discrimination

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

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

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

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

COST RECORDS

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

DEPOSITS

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

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

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

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

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

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

a) Conservation of Energy

(i) the steps taken or impact on the conservation of
energy: Regular efforts are made to conserve energy

through various means such as the use of low energy¬
consuming lighting, etc.;

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

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

b) Technology Absorption

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

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

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgoes are given
below:

ANNUAL RETURN

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNALS

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

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

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

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

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

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

In this regard, the Company had given adequate notice
individually to the concerned shareholders on June 30, 2023,

through Registered Post advising them to encash the said
dividend. Further, the Company had published an advertisement
on July 7, 2023, to the members of the Company, advising them
to encash the said dividends in Business Standard (English), all
editions and Desh Sewak (Punjabi), Chandigarh edition for the
information of the members of the Company.

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

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

UNCLAIMED SHARES

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

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

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

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

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

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

CAUTIONARY STATEMENT

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

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

Therefore, readers and stakeholders should exercise caution
when interpreting forward-looking statements and should

not unduly rely on them for making investment decisions or
forming expectations about future performance. The company
cannot guarantee that the outcomes or events described in
these statements will materialize as anticipated.

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

ACKNOWLEDGMENTS

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

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

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

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

On behalf of the Board of Directors
Max Financial Services Limited

Analjit Singh

Chairman
DIN: 00029641

Place: Florence, Italy
Date: May 13, 2025