Dear Members,

Your Directors are pleased to present the 38^lh (Thirty-Eighth) Annual Report of Max Financial Services Limited ("MFSL" or "the Company"), together with the audited financial statements for the financial year ended March 31, 2026. ("FY 2025-26")

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

The Board's Report highlights significant aspects of the Company's operations, including strategic initiatives, financial and operational performance, corporate governance practices, risk management framework, and the future outlook. It serves as an important communication channel between the Board and stakeholders, offering valuable insights into the Company's progress and its plans for sustained growth and long-term value creation.

The presentation of this Report, together with the audited financial statements, underscores the Company's unwavering commitment to good governance, transparency, and responsible management-foundational pillars for maintaining the trust and confidence of shareholders, investors, regulators, and all other stakeholders.

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

Rs. Crores

Your Company is primarily engaged in the business of making and holding investments in its material subsidiary, Axis Max Life Insurance Limited ("AMLI") (formerly Max Life Insurance Company Limited) and providing management consultancy services to AMLI. Your Company has not accessed public funds 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 2025-26.

The net worth of your Company on a standalone basis increased marginally by 0.1% to Rs.6,749 Crores as of March 31, 2026, as against Rs.6,743 Crores as of March 31, 2025. The increase in net worth was mainly on account of profits made during the year.

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 2025-26, MFSL reported consolidated revenues of Rs.47,696 Crores, which grew 3%, due to lower investment income. Excluding investment income, consolidated revenues grew 17%. The Gross Premiums at Rs. 38,877 Crores, grew by 17% compared to the previous year. The Company reported a consolidated profit after tax of Rs.106 Crores, reflecting a decline by 74% compared to the previous year mainly on account of GST and fair value change impact.

AMLI sustained its robust performance with an individual business growth of 19% against the private industry growth of 12% and overall industry growth of 10%. AMLI remained the fastest-growing private sector player, continuing to outperform the private sector and the overall industry. Total new business premiums grew 19%, with the renewal of premium income growing by 16%. Total APE expanded by 20%, driven by an 18% increase in policy sold. Proprietary channels continued to witness robust growth, expanding by 28% aided by both offline

and online channels. The online segment played a vital role in strengthening the Company's leadership position. Partnership grew by 14% while Group Credit Life business grew by 25%. FY 2025-26 new business margins improved by 120 bps to 25.2% in previous year. AMLI profit after tax for FY 2025-26 came to Rs. 277 Crores, declined by 32% over the previous year mainly on account of GST and fair value change impact.

AMLI AUM as of March 31, 2026, stood at Rs. 1,89,795 Crores, a rise of 8% over the previous year, owing to the increased scale of business partly offset by lower investment income. The Market Consistent Embedded value of AMLI as of March 31, 2026, was Rs. 28,871 Crores, with an Operating Return on Embedded Value (RoEV) of 18.7% and the value of a new business at Rs. 2,647 Crores has grown 26%, year on year. Solvency ratio stands at 194% as on March 31, 2026.

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

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, 2026, and the date of the Directors' report i.e., May 12, 2026, except elsewhere provided in the Annual Report.

As of March 31,2026, your Company had one operating material subsidiary viz., AMLI, and its step-down subsidiary viz. Max Life Pension Fund Management Limited, which is under voluntary liquidation; 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 subsidiary 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. The statement also sets out the financial performance and financial position of each subsidiary, along with its contribution to the overall performance of the Company during the financial year.

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.

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., AMLI.

During the year, the Company had applied for shifting of its registered office from the state of Punjab to the state of Haryana. An order approving the same was issued by the Regional Director (RD), Northern Region, Chandigarh, Ministry of Corporate Affairs dated February 17, 2026, which was received by the Company on March 24, 2026.

The Board approved April 13, 2026 as the effective date of shifting the registered office from Bhai Mohan Singh Nagar, Railmajra, Tehsil Balachaur, District Nawanshahr, Punjab - 144533 to Plot no. 90-C, Sector-18, Urban Estate, Gurugram,

Haryana-122015.

Subsequently, a Certificate of Registration of Regional Director order for change of State of Registered Office of the Company, dated May 12, 2026, was issued by the Hon'ble Registrar of Companies, Haryana.

Your directors have not recommended any dividend for the financial year 2025-26.

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

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

The Company has not made any fresh issuance of shares during the current year under review. The paid-up share capital of the Company as of March 31, 2026, stood at Rs. 69,02,29,542/-(Rupees Sixty-nine Crores two lakhs twenty- nine thousand five hundred forty-two only) comprising 34,51,14,771 equity shares of Rs. 2/- each.

The Company had increased its authorized share capital from Rs. 70,00,00,000/- (Rupees Seventy Crores only) comprising of 35,00,00,000 (Thirty-Five Crores) Equity Shares of face value of Rs.2/- each to Rs. 75,00,00,000 (Rupees Seventy-Five Crores only) comprising of 37,50,00,000 (Thirty-Seven Crores Fifty Lakh) Equity Shares of face value of Rs.2/- each on to pave way for the proposed fund raise through QIP route by way of approval of the shareholders on May 10, 2026.

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 3,18,292 options on May 27, 2025 and 1,00,375 options on June 9, 2025 to the employees of AMLI, which would entitle the option-holders to acquire one equity share of Rs. 2/- each for cash from Max Financial Employees Welfare Trust at an Exercise Price of Rs. 1,263.17 per option for grants made on May 27, 2025 and Rs. 1,370.24 per option for grants made on June 9, 2025 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,

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, 2026,

During FY 2025-26, Mr, K, Narasimha Murthy retired upon completion of his term as an Independent Director of the Company, with effect from the close of business hours on March 29, 2026,

Further, based on the recommendation of the Nomination and Remuneration Committee, Mr, Bharat Anand (DIN: 02806475) was appointed as an Independent Director on the Board of the Company for a term of five (5) consecutive years from March 29, 2026 to March 28, 2031, The appointment was subsequently regularized by the shareholders through a postal ballot, the results of which were declared on March 21, 2026,

In the opinion of the Board, Mr, Bharat Anand possesses requisite integrity, expertise, experience and proficiency to discharge his role as an Independent Director of the Company,

Further, in terms of Section 152 of the Act and the Articles of Association of the Company, Mr, Analjit Singh 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, His brief profile is given in the Annual Report,

The Board met eight times during the financial year 202526 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 Ms, Siddhi Suneja, Company Secretary & Compliance Officer, are the Key Managerial Personnel of the Company,

During FY 2025-26, Mr, Piyush Soni ceased to be the Company Secretary and Compliance Officer of the Company at the close of business hours on September 30, 2025, Further, Ms, Siddhi Suneja was appointed as the Company Secretary and Compliance Officer and designated as a Key Managerial Personnel of the Company with effect from October 1, 2025,

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 as of the date of this report: Mr, Jai Arya (DIN: 08270093), Sir Richard Stagg (DIN: 07176980), Ms, Malini Thadani (DIN: 01516555) and Mr, Bharat Anand (DIN: 02806475),

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),

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,

The Audit Committee met five times during the financial year 2025-26, viz, on April 15, 2025, May 13, 2025, August 7, 2025, November 11, 2025, and February 11, 2026, As of the date of this report, the Committee comprised of Ms, Malini Thadani (Chairperson), Mr, Jai Arya and Mr, Mitsuru Yasuda as members, All the recommendations by the Audit Committee were accepted by the Board, With the resignation of Mr, Mitsuru Yasuda from the Board on the close of business hours on May 12, 2026, the Board has approved co-option of Mr, Toru Nakabayashi effective May 13, 2026 as a member of this Committee in place of Mr, Mitsuru Yasuda,

The Nomination and Remuneration Committee met five times during the financial year 2025-26, viz, on April 15, 2025, May 13, 2025, September 30, 2025, November 11, 2025 and February 11, 2026, As of the date of this report,

the Committee comprised of Mr, Jai Arya (Chairman), Mr, Analjit Singh, Mr, Hideaki Nomura, Sir Richard Stagg, Ms, Malini Thadani and Mr, Bharat Anand,

The Committee met once during the financial year 202526, viz, on February 5, 2026, As of the date of this report, the Committee comprised of Mr, Sahil Vachani (Chairman), Mr, Mitsuru Yasuda and Ms, Malini Thadani as members, With the resignation of Mr, Mitsuru Yasuda from the Board on the close of business hours on May 12, 2026, the Board has approved co-option of Mr, Toru Nakabayashi effective May 13, 2026 as a member of this Committee in place of Mr, Mitsuru Yasuda,

The Committee met twice during the financial year 202526, viz, on July 31, 2025 and February 5, 2026, As of the date of this report, the Committee comprises Mr, Mitsuru Yasuda (Chairman), Mr, Jai Arya and Ms, Malini Thadani as members, With the resignation of Mr, Mitsuru Yasuda from the Board on the close of business hours on May 12, 2026, the Board has approved co-option of Mr, Toru Nakabayashi effective May 13, 2026 as the Chairman of this Committee in place of Mr, Mitsuru Yasuda,

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,

The Board of Directors includes four Independent Directors as of March 31, 2026, viz, Mr, Jai Arya, Sir Richard Stagg, Ms, Malini Thadani and Mr, Bharat Anand,

The Independent Directors had separate meeting on May 7, 2026 for the performance review for the year ended March 31, 2026, 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,

In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, a formal annual evaluation of the performance of the Board, its Committees, individual

Directors, and the Chairperson was undertaken during the year,

The Board carried out the evaluation in a diligent and structured manner, following the prescribed framework and procedures, The assessment encompassed various aspects of the Board's functioning, including its effectiveness in discharging responsibilities, the quality of deliberations, strategic guidance, and the overall contribution of individual members and Committees,

The evaluation reaffirmed the integrity, expertise, and rich experience of the Independent Directors, highlighting the significant value they continue to bring to the Company, It also reflected the Board's collective and individual commitment to strong corporate governance, accountability, and continuous improvement,

The review concluded that the Board, its Chairperson, individual Directors, and its Committees continue to uphold high standards of governance and demonstrate a proactive approach towards strengthening processes, enhancing oversight, and contributing meaningfully to the Company's sustainable growth and long term success,

Your Company is primarily engaged in nurturing and growing its business investments as a holding company in the life insurance sector, while also providing management advisory services to its subsidiary company, The remuneration structure for employees is designed to remain competitive with market standards and to appropriately reward high performance across all levels of the organization,

The remuneration of Directors, Principal Officer, Key Managerial Personnel, and Senior Management is structured to maintain an appropriate balance between fixed pay, performance-linked incentives, and long term equity-based compensation, aligned with the Company's strategic objectives and business goals, Such remuneration 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, 2026, there were 10 (Ten) employees on the rolls of the Company,

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

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 Crores or more or a turnover of 1,000 Crores or more or net profits of 5 Crores 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 6.51 Crores in the last 3 years. During FY2025-26, MFSL made CSR contribution of ~ Rs 13.03 Lacs

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

Your Company has 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.

The Company is compliant with the provisions of the Maternity Benefit Act, 1961 and the benefits are extended to all women executive employees of the Company. During this financial year, no woman employee availed maternity benefits under the said Act.

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. 33 to the standalone financial statements of the Company for FY 2025-26.

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.

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 a Director, Manager (Principal Officer) and Chief Financial Officer of the Company 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.

Pursuant to Sections 139 & 142 of the Act, M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) were appointed as Statutory Auditors of the Company in the 35^th Annual General Meeting of the Company held on August 22, 2023 to hold office for a period of 5 (five) consecutive years till the conclusion of 40^th Annual General Meeting to be held in the calendar year 2028. They are continuing 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 2025-26, 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.

Pursuant to the provisions of section 204 of the Act, read with the rules made thereunder and in accordance with SEBI notification dated December 12, 2024, every listed entity is

required to appoint or re-appoint a secretarial auditor for a maximum of two terms of five consecutive years each, subject to the approval of the shareholders at the AGM. In compliance with the above, your company had appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi, as the secretarial auditors of the company for the first term of five consecutive financial years commencing from April 1, 2025 up to March 31, 2030. The said appointment was duly approved by the shareholders of the Company at the AGM held on September 18, 2025.

The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for FY 2025-26 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, AMLI, the material subsidiary of the Company, has undergone a Secretarial Audit for the year ended March 31, 2026. The Secretarial Audit Report issued by M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi is enclosed as Annexure-6.

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.

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.

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.

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.

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

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

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.

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.

The Company has no borrowing. Hence, this disclosure is not applicable to the Company.

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, an approval was obtained from the shareholders of the Company for the following material related party transactions between Axis Max Life Insurance Limited (formerly Max Life Insurance Company Limited), a material subsidiary of the Company and its related party, Axis Bank Limited, during the year ended March 31, 2026:

i) for payment of fees/ commission for distribution of life insurance products, display of publicity materials, procuring banking services, and other related business received in the AGM held on September 18, 2025; and

ii) for issuance of 2,50,56,200 equity shares of face value of Rs. 10/- each constituting 0.98% equity share capital of AMLI to Axis Bank Limited on a preferential allotment basis for consideration aggregating upto Rs. 389 Crs, received through postal ballot process on May 10, 2026.

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. 32 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

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 separate annexure to this report.

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:

(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 energyconsuming 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.

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.

The foreign exchange earnings and outgoes are given below:

The Annual Return as of March 31, 2026, 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-2026.pdf

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 had been followed along with proper explanation relating to material departures;

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 and loss 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.

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.

The Company paid Final Dividend in FY 2015-16 and the unpaid dividend was transferred to a separate account in the 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.

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 Rs. 10/- each to Rs. 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,

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 "forwardlooking 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,

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,