1. We have audited the accompanying Standalone IndAS Financial Statements of Max India Limited, ("theCompany"), which comprises the Balance Sheet asat March 31, 2026, the Statement of Profit and Loss,including the Statement of Other ComprehensiveIncome, the Cash Flow Statement and the Statementof changes in Equity for the year then ended, andnotes to the Standalone Ind AS Financial Statements,including a summary of material accounting policiesand other explanatory information.
2. In our opinion and to the best of our informationand according to the explanations given to us, theaforesaid Standalone Ind AS FinancialStatementsgive the information required by the Companies Act,2013 ("the Act") in the manner so required and give atrue and fair view in conformity with the accountingprinciples generally accepted in India, of the stateof affairs of the Company as at March 31, 2026, itsprofit/loss including other comprehensive income,its cash flows and the changes in equity for the yearended on that date.
Basis for Opinion
3. We conducted our audit of the Standalone IndAS Financial Statements in accordance with theStandards on Auditing (SAs), specified under Section143(10) of the Act. Our responsibilities under thoseStandards are further described in the "Auditor'sResponsibilities for the Audit of the Standalone IndAS Financial Statements" section of our report. Weare independent of the Company in accordancewith the 'Code of Ethics' issued by the Institute ofChartered Accountants of India together with theethical requirements that are relevant to our auditof the Standalone Ind AS Financial Statementsunder the provisions of the Companies Act and theRules thereunder, and we have fulfilled our otherethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinionon the Standalone Ind AS Financial Statements.
Key Audit Matters
4. Key audit matters are those matters that, in ourprofessionaljudgment, were of most significance in ouraudit of the Standalone Ind AS Financial Statementsfor the financial year ended March 31, 2026. Thesematters were addressed in the context of our auditof the Standalone Ind AS Financial Statements as awhole, and in forming our opinion thereon, and we donot provide a separate opinion on these matters. Foreach matter below, our description of how our auditaddressed the matter is provided in that context.
We have determined the matters described below to bethe key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the"Auditor's responsibilities for the audit of the StandaloneInd AS Financial Statements" section of our report, includingin relation to these matters. Accordingly, our audit includedthe performance of procedures designed to respond toour assessment of the risks of material misstatement ofthe Standalone Ind AS Financial Statements. The results ofour audit procedures, including the procedures performedto address the matters below, provide the basis for ouraudit opinion on the accompanying Standalone Ind ASFinancial Statements.
S. No. Key Audit Matters
How the matter was addressed in our audit
1 Evaluation of impairment indicatorsInvestments in Subsidiaries
in
Our audit procedures included, among others, thefollowing:
The Company has significant investments in equity,optionally convertible redeemable debentures andcompulsory convertible preference Shares in itsSubsidiaries. The total Investment in Subsidiaries ofRs. 95,411.26 lakhs are recorded at cost net ofprovision for impairment as at 31st March 2026.
• Evaluated the design and tested the operatingeffectiveness of internalcontrols related toevaluation of impairment assessment includingthe review and approval of forecasts andvaluation models of investments in subsidiaries.
The amount being significant to the Standalone
• Assessed the carrying value/fair value calculations
Ind AS FinancialStatements, the determination
of material investment in subsidiaries, where
of impairment charge required the application of
applicable, to determine whether the valuations
significant judgments by Management, in particular
performed by the Company were within an
with respect to the determination of recoverable/
acceptable range determined by us.
fair value amount of these Investments. (Refer NoteNo. 5 of accompanying Standalone Ind AS FinancialStatements)
• Evaluated the adequacy of provision forimpairment made in earlier years to compare thecarrying amount of investments net of provision
Considering the significant investment in subsidiaries,the above matter and complexity involved inassessment of impairment of Investment inSubsidiaries on account of key assumptions involvedsuch as discount rate, growth rate, market forecast,etc. and uncertainty involved, this is determined as key
for impairment with the Recoverable Value.
• Tested the mathematicalaccuracy of themanagement computations with regard to cashflows and sensitivity analysis for valuing theinvestment made in material subsidiaries.
audit matter.
• Evaluated the underlying assumptions usedfor the fair value calculations of investments insubsidiaries, where applicable, to determinewhether the valuations performed by theexternal agency are reasonable, appropriateand consistent with the projected cash flows andother relevant market and business assumptions.
2 Evaluation of Related Party Transactions
Our audit procedures included, among others, the
The Company has entered into several transactionswith related parties during the FY 2025-26 and sameconstitute significant part of Company's operatingrevenue comprising income from functional supportservices, rental income, sale of all three floors ownedin Max Towers in Noida, interest on Loans to relatedparties etc. In addition, there are expenses likeProfessionalcharges, reimbursement of expenses,
following:
• Obtained an understanding of the process foridentifying related party transactions, performeda walkthrough and evaluated the design ofcontrols related to the risk identified;
• Sought and obtained balance confirmation fromrelated parties.
Management service charges etc. form part of Other
• Verified that the transactions are approved in
expenses. Also, there are Investment in subsidiaries
accordance with internal procedures including
in the form of compulsory convertible preference
involvement of key personnel at the appropriate
shares, inter-corporate loan and optionally convertible
level;
redeemable debentures.
• Reviewed the supporting documents to
(Refer Note No. 36 of accompanying Standalone Ind
evaluate the managements' assertions that the
AS Financial Statements).
transactions were at arm's length; we evaluated
We identified related party transactions as a key audit
the business rationale of the transactions
matter because of risks with respect to completeness
• Evaluated the rights and obligations per the terms
of disclosures made in the financialstatements;
and conditions of the agreements and assessed
potential non-compliance with statutory regulations
whether the transactions were recorded
governing related party relationships such as
appropriately;
Companies Act 2013 and SEBI Regulations and thejudgement involved in assessing whether transactionswith related parties are undertaken at arms' length.
• Reviewed whether the management havedisclosed relationships and transactions inaccordance with Ind AS 24.
• Reviewed the Benchmarking Report ontransactions undertaken by Max India Limitedwith its group entities during the FY 2025-26 froma fair market value and commercial perspective.
We have determined that there are no other key auditmatters to communicate in our report.
Information Other than the Standalone IndAS Financial Statements and Auditor's Reportthereon
5. The Company's Board of Directors and Managementis responsible for the Other Information. The OtherInformation comprises the information included in theDirectors' Report, but does not include the StandaloneInd AS Financial Statements and our auditor's reportthereon.
Our opinion on the Standalone Ind AS FinancialStatements does not cover the Other Information andwe do not express any form of assurance conclusionthereon.
In connection with our audit of the Standalone Ind ASFinancial Statements, our responsibility is to read theOther Information and, in doing so, consider whethersuch Other Information is materially inconsistentwith the Standalone Ind AS Financial Statements orour knowledge obtained in the audit or otherwiseappears to be materially misstated. If, based on thework we have performed, we conclude that there isany material misstatement in this Other Information,we are required to report that fact. We have not comeacross any such findings and hence there is nothing toreport in this regard.
Responsibility of Management and ThoseCharged with Governance for the StandaloneInd AS Financial Statements
6. The Company's Board of Directors is responsible forthe matters stated in section 134(5) of the CompaniesAct, 2013 ("the Act") with respect to the preparationof these Standalone Ind AS Financial Statementsthat give a true and fair view of the financial position,financial performance including Other ComprehensiveIncome, cash flows and changes in equity of theCompany in accordance with the accountingprinciples generally accepted in India, including theIndian Accounting Standards (Ind AS) specified undersection 133 of the Act read with the companies (IndianAccounting Standards) Rules,2015, as amended. Thisresponsibility also includes maintenance of adequateaccounting records in accordance with the provisionsof the Act for safeguarding of the assets of theCompany and for preventing and detecting fraudsand other irregularities; selection and application ofappropriate accounting policies; making judgments
and estimates that are reasonable and prudent;and the design, implementation and maintenanceof adequate internalfinancialcontrols, that wereoperating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant tothe preparation and presentation of the StandaloneInd AS Financial Statement that give a true and fairview and are free from material misstatement,whether due to fraud or error.
7. In preparing the Standalone Ind AS Financial
Statements, management is responsible for assessingthe Company's ability to continue as a going concern,disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless management either intends toliquidate the Company or to cease operations, or hasno realistic alternative but to do so.
8. The Board of Directors are also responsible foroverseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of theStandalone Ind AS Financial Statements
9. Our objectives are to obtain reasonable assuranceabout whether the Standalone Ind AS FinancialStatements as a whole are free from materialmisstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted inaccordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if,individually or in the aggregate, they could reasonablybe expected to influence the economic decisions ofusers taken on the basis of these Standalone Ind ASFinancial Statements.
10. As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalscepticism throughout the audit. We also:
a. Identify and assess the risk of materialmisstatement of the Standalone Ind AS FinancialStatements, whether due to fraud or error,design and perform audit procedures responsiveto those risk, and obtain audit evidence that issufficient and appropriate to provide a basis forour opinion. The risk of not detecting a materialmisstatement resulting from fraud is higherthan for one resulting from error, as fraud mayinvolve collusion forgery, intentional omissions,
misrepresentations, or the override of internalcontrol.
b. Obtain an understanding of internalcontrolrelevant to the audit in order to design auditprocedures that are appropriate in thecircumstances. Under section 143(3)(i) of theCompanies Act, 2013, we are also responsible forexpressing our opinion on whether the Companyhas adequate internal financial control system inplace and the operating effectiveness of suchcontrols.
c. Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosuresmade by management.
d. Conclude on the appropriateness ofmanagement's use of the going concern basisof accounting and, based on the audit evidenceobtained, whether a material uncertainty existsrelated to events or conditions that may castsignificant doubt on the Company's ability tocontinue as a going concern. If we conclude thata material uncertainty exists, we are requiredto draw attention in our auditor's report to therelated disclosures in the Standalone Ind ASFinancialStatements or, if such disclosuresare inadequate, to modify our opinion. Ourconclusions are based on the audit evidenceobtained up to the date of our auditor's report.However, future events or conditions may causethe Company to cease to continue as a goingconcern.
e. Evaluate the overall presentation, structureand content of the Standalone Ind AS FinancialStatements, including the disclosures, andwhether the Standalone Ind AS FinancialStatements represent the underlyingtransactions and events in a manner thatachieves fair presentation.
11. Materiality is the magnitude of misstatements in thestandalone financial statements that, individually orin aggregate, makes it probable that the economicdecisions of a reasonably knowledgeable user of thestandalone financial statements may be influenced.We consider quantitative materiality and qualitativefactors in (i) planning the scope of our audit workand in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements inthe standalone financial statements
12. We communicate with Those Charged WithGovernance regarding, among other matters, theplanned scope and timing of the audit and significantaudit findings, including any significant deficiencies ininternal control that we identify during our audit.
13. We also provide those charged with governance witha statement that we have complied with relevantethicalrequirements regarding independence, andto communicate with them all relationships and othermatters that may reasonably be thought to bear onour independence, and where applicable, relatedsafeguards.
14. From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of the StandaloneInd AS Financial Statements for the year ended March31,2026 and are therefore the key audit matters. Wedescribe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about thematters or when, in extremely rare circumstances, wedetermine that a matter should not be communicatedin our report because the adverse consequences ofdoing so would reasonably be expected to outweighthe public interest benefits of such communication.
Report on Other Legal and Regulatory
Requirements
15. As required by the Companies (Auditor's Report) Order,2020 ("the Order"), issued by the Central Governmentof India in terms of sub-section (11) of section 143 ofthe Companies Act, 2013, we give in the "AnnexureA", a statement on the matters specified in clauses 3and 4 of the Order, to the extent applicable.
16. As required by Section 143(3) of the Act, based on ouraudit we report that:
a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit;
b) In our opinion, proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination ofthose books;
c) The Balance Sheet, the Statement of Profitand Loss including the Statement of OtherComprehensive Income, the Cash Flow Statementand Statement of Changes in Equity dealt with bythis Report are in agreement with the books ofaccount;
d) In our opinion, the aforesaid Standalone Ind ASFinancial Statements comply with the AccountingStandards specified under section 133 of theAct, read with Companies (Indian AccountingStandards) Rules, 2015, as amended;
e) On the basis of the written representationsreceived from the directors of the Company ason March 31,2026 taken on record by the Boardof Directors, none of the directors is disqualifiedas on March 31,2026 from being appointed as adirector in terms of Section 164(2) of the Act;
f) With respect to the adequacy of the InternalFinancial Controls over Financial Reporting of theCompany with reference to these StandaloneInd AS Financial Statements and the operatingeffectiveness of such controls, refer to ourseparate Report in "Annexure B" to this report.
g) In our opinion, the managerial remuneration forthe year ended March 31, 2026 has been paid/provided by the Company to its directors inaccordance with the provisions of section 197read with Schedule V to the Act;
h) With respect to the other matters to be includedin the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, as amended in our opinion and to thebest of our information and according to theexplanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial position inits Standalone Ind AS Financial Statements.Refer Note No. 32 to the Standalone Ind ASFinancial Statements;
ii. The Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses.
iii. There has been no delay in transferringamounts required to be transferred, to theInvestor Education and Protection Fund bythe Company.
iv. (i) The Management has represented
that, to the best of its knowledge andbelief, no funds have been advancedor loaned or invested (either fromborrowed funds or share premium orany other sources or kind of funds)
by the Company to or in any otherpersons or entities, including foreignentities ("Intermediaries"), with theunderstanding, that the Intermediaryshall:
a. directly or indirectly lend orinvest in other persons orentities identified in any mannerwhatsoever by or on behalfof the Company ("UltimateBeneficiaries") or
b. provides any guarantee, securityor the like on behalf of theUltimate Beneficiaries.
(ii) The Management has representedthat, to the best of its knowledgeand belief, no funds have beenreceived by the Company from anypersons or entities, including foreignentities ("Funding Parties"), with theunderstanding, whether recorded inwriting or otherwise, that the Companyshall:
a. directly or indirectly, lend orinvest in other persons orentities identified in any mannerwhatsoever by or on behalf ofthe Funding Party ("UltimateBeneficiaries") or
(iii) Based on the audit proceduresperformed that have been consideredreasonable and appropriate in thecircumstances, nothing has cometo our notice that has caused us tobelieve that the representations undersub-clause (i) and (ii) of Rule 11(e) ofthe Companies (Audit and Auditors)Rules 2014, as provided under (i)and (ii) above, contain any materialmisstatement.
v. The Company did not declare or paid anydividend during the year and accordingly,reporting under Rule 11(f) of the Companies(Audit and Auditors) Rules 2014 is notapplicable.
vi. Based on our examination, whichincluded test checks, the Company hasused accounting software systems formaintaining its books of account for thefinancial year ended March 31, 2026 whichhave the feature of recording audit trail(edit log) facility and the same has operatedthroughout the year for allrelevanttransactions recorded in the softwaresystems. Further, during the course of ouraudit we did not come across any instanceof the audit trail feature being tamperedwith, and the audit trail has been preserved
by the Company as per the statutoryrequirements for record retention.
For RAVI RAJAN & CO. LLP
Chartered Accountants
(Firm's Registration No. 009073N/N500320)
Ravi GujralPartner
(Membership No. 514254)
Place: GurugramDate: 28th May, 2026UDIN: 26514254ICHPKY8284