Your Directors have pleasure in presenting this 19th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2025.

Financial Highlights

The Financial Results for the year ended March 31, 2025 and the corresponding figures for the previous year are as under:

Statement Of Company's Affairs And Future Outlook

During the financial year 2024-25, your Company demonstrated robust performance and continued its upward growth trajectory. The year was marked by strong financial outcomes and meaningful operational achievements, with significant improvements in both standalone and consolidated metrics over the previous year.

On a consolidated basis, the Company recorded the following key financial highlights:

• Revenue from Operations stood at '6,328.16 Lakhs, reflecting a 33.85% increase over '4,727.76 Lakhs in FY 2023-24.

• Total Income increased to '6,462.99 Lakhs from '4,814.43 Lakhs in the previous year.

• Profit Before Tax (PBT) stood at '1,099.67 Lakhs, compared to '1,142.38 Lakhs in FY 2023-24.

• Profit After Tax (PAT) improved to '850.10 Lakhs, as against '810.58 Lakhs in the previous year.

• Earnings Per Share (EPS) (Basic and Diluted) increased to '3.74 from '3.56.

Prospects For 2025-2026

Your company enters FY 2025-26 with strong momentum and a vision to be a globally recognised leader in Media & Entertainment Services, offering Media as a Service (MAAS) across diverse content verticals, immersive/interactive technologies, and innovative platforms.

Building on its performance in FY 2024-25, the company will focus on scaling its global presence, deepening technology integration, and expanding service capabilities across the aviation, tourism, automobile, luxury, and real estate sectors. Maxposure aims to evolve into a full-spectrum MAAS provider, delivering value through content marketing, inflight media, immersive technology, advertising and digital innovation.

Expanding Content Marketing Business

Your company continued to strengthen its position as a leading content marketing and strategic communications partner in FY 2024-25, securing several prestigious mandates from both government and corporate sectors. These engagements reflect the company's growing capabilities in digital storytelling, brand strategy, and global communications.

Your company was appointed by the Ministry of External Affairs for promotion of the prestigious Bharat Ko Janiye Quiz 2024-25, launched by the Honourable External Affairs Minister of India, Dr. S. Jaishankar under the leadership of Honourable Prime Minister Shri Narendra Modiji. Strengthening the company's digital marketing domain, the project was promoted successfully through the social media handles of the Ministry and Indian embassies and high commissions worldwide.

Expanding its footprint in public-sector marketing, your company onboarded India Tourism Development Corporation Ltd. (ITDC) under the Ministry of Tourism wherein your company is responsible for Digital Marketing and Public Relations initiatives. The engagement focuses on boosting brand visibility, driving audience engagement, and building thought leadership in both domestic and international markets.

In a separate engagement, your company was also awarded the Internal Communications Mandate for HMIL's Experience Hyundai, a monthly newsletter. This initiative strengthens Maxposure's presence in the automotive and corporate communication space and highlights its growing capabilities in employee engagement, internal branding, and content-led culture building for large enterprises.

These high-profile assignments reaffirm your company's leadership in delivering integrated communication and branding strategies for both public sector institutions and leading corporate brands. Your company's content marketing business is expected to play a central role in its Media as a Service (MAAS) strategy, both in India and international markets, expanding offerings across digital marketing, content creation, and strategic communications.

Technology Initiatives

Your company's technology division, AeroHub, continues to make strides in transforming inflight entertainment (IFE) through its cutting-edge hardware and software solutions. With strong demand for cost-effective, portable, and non-intrusive IFE systems, AeroHub has emerged as a preferred technology partner for global airlines.

AeroHub, forged a strategic partnership with Garuda Indonesia, a 5-star Skytrax-rated airline, to deploy its battery-powered inflight entertainment (IFE) system aboard Boeing 737 aircraft under a pilot initiative. The solution, selected for its ability to function independently of aircraft electrical systems, requires no structural modifications, making it a cost-effective and efficient passenger engagement tool.

In another major development, AeroHub partnered with Air Europa, one of Spain's premier airlines, to implement AeroHubPro, its advanced portable IFE system, across 40 Boeing 737 MAX aircraft. This marks a significant milestone in your company's global expansion strategy and highlights the increasing demand for portable, flexible IFE solutions across the international aviation sector.

Your company's proprietary SkyView Software Suite was opted as an Inflight Entertainment Solution is now live on Kenya Airways and Garuda Indonesia. The company continues to develop additional products like 2D Moving Map, Qibala App, AirShop, AeroVoice and integrating them in the Skyview Software Suite. These are expected to become additional SaaS revenue lines being built for the future.

The Skyview Software Suite delivers high-quality content, multilingual Metadata & GUI interface (supports over 15 languages), real-time updates, and advertising capabilities— enhancing passenger experience while opening new monetisation opportunities for airlines.

Your company will continue to expand its Skyview Suite licensing to global connectivity providers as well as enhance the features of the AeroHub Wireless Streaming Server.

This technology segment enjoys very high gross margins due to its proprietary nature, low infrastructure dependency, and recurring licensing revenues—making it a critical growth engine in Maxposure's long-term strategy.

Immersive Marketing

Following the acquisition of UK based Neutral Digital, your company's capabilities in immersive, VR/ XR experiences, high definition animations and CGI has seen strong performance and significant growth. The acquisition has enabled it to expand services, particularly in aviation and real estate sectors.

In the aviation category, the Company has successfully delivered CGI, animation, VR solutions, GUI design, Boarding videos and films to several prominent global airlines and OEMs like Emirates, Qatar Airways, British Airways, Panasonic. Saudia, etc. High quality CGI services have been provided to an array of

airlines like Etihad, Hawaiian, Pegasus, British Airways, Druk Air, Delta Latam, Air Nostrum, etc and to Panasonic. These projects showcase the company's expertise in creating photorealistic environments for aircraft interiors, cabins, and enhancing passenger experiences.

Notably, the company also executed premium renders and animations to Emirates, British Airways (First Class), Latam air, etc further solidifying the company's expertise in the aviation visualisation domain.

Your company has also designed a next-generation interactive (GUI) for Saudia Airlines, enhancing passenger interaction and inflight engagement through intuitive, immersive visual elements. The company also created a Boarding Video for Emirates, capturing the airline's luxury positioning and commitment to excellence. Additionally, the company developed a film for British Airways' Economy Class, aimed at enhancing pre-flight engagement and communicating passenger comfort features.

Beyond aviation, the company's capabilities are also being deployed in the real estate sector offering Immersive virtual walkthroughs for luxury developments, 3D architectural visualizations, AR/VR experiences that support engagement and experiential marketing for Ballymore, a real estate developer in the United Kingdom.

This expansion reflects the company's continued commitment to delivering cutting-edge immersive and experiential experiences across industries. The company's ability to integrate design, animation, storytelling, and interactivity at a global scale reinforces its ambition to become a leader in Media as a Service (MAAS)—offering fully integrated content, technology, and immersive marketing solutions across industries.

Advertising Agency Initiatives

Under Bluebird, your advertising agency, your company was appointed the official printing partner for Delhi Metro Rail Corporation (DMRC) for a three-year term, tasked with producing and supplying identity and retirement cards — a critical function supporting security and access control for DMRC operations.

Your company further strengthened its branding and visual communication; by onboarding National Hydroelectric Power Corporation (NHPC) as its official printing partner for Corporate stationary and branding needs.

Your company also strengthened its position as a key player in Maharashtra's public information ecosystem with empanelment in the print media advertising for significant civic bodies- the Panvel Municipal Corporation (PMC), Maharashtra Electricity Regulatory Commission (MERC) and the Bhiwandi Nizampur City Municipal Corporation (BNCMC).

With a strong portfolio of government, institutional and corporate clients, your company is well-positioned to expand its service offerings into integrated ad campaigns (print digital),

visual strategies for smart cities and infrastructure projects, corporate communications, etc.

Change In The Nature Of Business, If Any

During the year under review, the Company has not changed the nature of its business.

Dividend

No dividend has been recommended for the year under review as management wants to retain its profits to enhance the net worth of the Company.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as no dividend was declared or paid in earlier years.

Amount Transferred To Reserves

During the financial year ended March 31, 2025, no amount was transferred from the Surplus in the Profit and Loss Account to the General Reserve.

Material Changes And Commitments Affecting The Financial Position Of The Company

Subsequent to the end of the financial year, the company has increased its shareholding in Neutral Digital Limited from 57.28% to 92%, thereby enhancing its control and potential influence over the subsidiary. This acquisition constitutes a material change and is expected to have a significant impact on the Company's consolidated financial position in the upcoming periods.

Apart from this, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Deposits

Your Company has not accepted any deposits during the year under review in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Also, the Company has duly complied with the requirements of filing of return to ROC Form DPT-3 in this regard.

Details Of Subsidiary, Joint Venture Or Associates

The Company has two (2) Subsidiary Companies, namely:

• Blue Bird Advertising Private Limited became a wholly owned subsidiary (WOS) of the Company with effect from December 26, 2023, upon acquisition of 100% of its equity shares. The acquisition is in line with the Company's strategic objective to strengthen its capabilities in the advertising and branding domain within India.

• Neutral Digital Limited, an overseas entity, became a subsidiary of the Company on March 6, 2025, following the acquisition of 57.28% equity stake. The investment marks

the Company's entry into the global digital solutions and creative technology sector and is expected to contribute significantly to future growth.

The Company does not have any joint ventures or associate companies as defined under the Companies Act, 2013.

Performance And Financial Position Of Subsidiary Companies

Blue Bird Advertising Private Limited

During the year under review, Blue Bird Advertising Private Limited reported stable operational performance with improved brand outreach for its clients and enhanced profitability. The integration with the Company's core business is progressing effectively and is expected to yield increased cross-selling opportunities in the near term.

Neutral Digital Limited

As the 57.28% stake was acquired in the last quarter of the financial year, Neutral Digital Limited's full-year performance was not consolidated for the reporting year. However, preliminary figures indicate strong top-line growth and promising margins. The Company is confident that this subsidiary will play a pivotal role in its international expansion strategy and digital innovation roadmap.

The Board has reviewed the affairs of the Company's subsidiaries at regular intervals. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements incorporating the Financial Statements of subsidiaries, which form part of the Annual Report. A separate statement containing the salient features of the Financial Statements of the Company's subsidiary, in the prescribed Form AOC-1 is annexed with this Report. This statement also provides details of the performance and financial position of the Subsidiary of the Company. Further pursuant to the provisions of Section 136 of the Companies Act, 2013, these financial statements are also placed on the Company's website at https://maxposuremedia.com/investors/

Copy of these Financial Statements shall be made available to any member of the Company, on request.

Statutory Auditor & Auditor’s Report

At the Annual General Meeting (AGM) held on September 30, 2024, the members of the Company approved the appointment of M/s. Manish Pandey & Associates, Chartered Accountants (FRN: 019807C) as the Statutory Auditors of the Company for a period of five (5) consecutive years, to hold office from the conclusion of that AGM until the conclusion of the AGM to be held in the financial year 2029-30.

The Statutory Auditors, M/s. Manish Pandey & Associates, Chartered Accountants, have conducted the audit of the financial statements of the Company for the financial year ended March 31, 2025, in a fair and transparent manner. The Auditor's Report forms an integral part of this Annual Report.

The Auditors have issued an unmodified opinion on the financial statements of the Company for the financial year 2024-25. There are no qualifications, reservations, adverse remarks, or disclaimers in the Auditor's Report.

Further, based on the confirmations received from the Statutory Auditors, the Board confirms that no instances of fraud, misfeasance, or irregularities were detected or reported by the Auditors during the year under review.

Internal Auditor & Their Report

The Company had engaged M/s. Arun K Agarwal & Associates, Chartered Accountants (FRN: 003917N), as the Internal Auditors of the Company for the Financial Year 2024-25 and their reports are reviewed by the Audit Committee from time to time. The internal audit assists the Company to review the operational efficiency and the internal controls.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

During the Current year 2025-26, the Board of Directors of the Company, on the recommendation of the Audit Committee, has reappointed M/s. Arun K Agarwal & Associates, Chartered Accountants (FRN: 003917N) as the Internal Auditors of the Company.

Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the applicable rules made thereunder, the Company has obtained a Secretarial Audit Report in the prescribed form, for the financial year ended 31st M arch, 2025, from M/s. Amit Shukla & Associates, Practicing Company Secretaries, annexed herewith and forming part of the Report.

There is no qualification, reservation or adverse remark made by the Secretarial Auditor in its report.

M/s VAP & Associates, Company Secretaries (FRN: P2023UP098500 and Peer Review Certificate No. 1083/ 2021) is appointed as secretarial auditor for the Financial Year 2025-26 by the Board of Directors of the Company in their meeting held on September 1st, 2025.

Further, the Company is exempt from the requirement of conducting secretarial audit under Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") including for its material subsidiary, if any. This exemption is available to the Company under Regulation 15(2) of the Listing Regulations, which exempts companies listed on the SME platform from compliance with certain corporate governance provisions, including Regulation 24A. Accordingly, since the requirement of conducting secretarial audit of the Company and its material subsidiary under Regulation 24A, is not applicable, the same has not been conducted for the financial year under review.

Internal Financial Controls

Your Company has maintained a well-established internal control framework, which is designed to continuously assess

the adequacy, effectiveness and efficiency of financial and operational controls. The Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations.

The Audit Committee reviews at regular intervals the Internal Financial Control and Risk Management system and also the Statutory Auditors confirm that the Company's Internal Financial control is adequate. The report on the Internal Financial Control issued by M/s. Manish Pandey & Associates, Chartered Accountants, Statutory Auditors of the Company in compliance with the provisions under the Companies Act, 2013 is forming part as Annexure B of the Auditor's Report for the F.Y. 2024-25.

Disclosure About Cost Audit

The provisions of maintenance of cost audit records and filing are not applicable to the Company.

Share Capital

During the year under review, the Company has not issued equity shares or sweat equity shares. The Company has not offered any shares under the Employee Stock Option Scheme and bought back any of its securities. The Company has not issued any debentures, bonds or any other non-convertible securities or warrants during this Financial Year.

Hence, during the Financial Year 2024-25 no changes took place in the share capital of the Company.

Authorized Share Capital: As on March 31,2025, the authorized share capital of the Company is '24,50,00,000, divided into 2,29,00,000 equity shares of 10 each and 16,00,000 preference shares of 10 each.

Issued, Subscribed and Paid-up Capital: As on March 31, 2025, the paid-up capital of the Company is '22,74,09,500, divided into 2,27,40,950 equity shares of 10 each.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the required disclosures with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are as follows:

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is required to undertake Corporate Social Responsibility (CSR) activities.

Since the amount required to be spent by the Company on CSR activities during the financial year 2024-25 is less than '50 lakhs, the Company is not required to constitute a CSR Committee as per the proviso to Section 135(9) of the Act. Accordingly, the functions of the CSR Committee are being discharged by the Board of Directors.

During the financial year, the Company was required to spend '11.74 lacs and has spent ' 12 lacs on CSR activities in accordance with its obligations under the Act.

The Annual Report on CSR activities for the financial year 2024-25 as prescribed under Rule 8 of the CSR Rules, is annexed to this Report.

Directors And Key Managerial Personnel

The Board of Directors of the Company is duly constituted as on 31st March 2025.

The details of the Board of Directors and Key Managerial Personnel (KMP) as on 31st March 2025 are as follows:

Changes In Directors And Key Managerial Personnel

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel.

Recommendation To The Shareholders For Appointment Of Directors

Pursuant to the provisions of Section 152 of the Companies

Act, 2013, Mr. Prakash Johari (DIN: 01891273), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

Further, based on the recommendation of the Nomination and Remuneration Committee and upon receipt of the declaration under Section 149(6) and 149(7) of the Companies Act, 2013, confirming independence, the Board has approved and recommends for the approval of the shareholders, the re-designation of Mr. Massimo Angelo Antonio Monti (DIN: 03592779), currently serving as a Non-Executive Director, as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from the date of approval by the shareholders at the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. Prakash Johari as Director and re-designation of Mr. Massimo Angelo Antonio Monti as Independent Director for the consideration and approval of the members at the ensuing Annual General Meeting.

Material Events During The Year Under Review And Up To The Date Of Signing Of This Report

Changes in Board and KMP

• Ms. Priya Kesari was appointed as the Company Secretary and Compliance Officer of the Company with effect from 8th May 2025, in place of Ms. Sakshi Mishra, who ceased to hold office from the said date.

• Upon the request of Dr. Torsten Joern Klein and recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on 1st September, 2025 approved his re-designation from Independent Director to Non-Executive Director, liable to retire by rotation, effective from the date of Board Meeting.

• The Board, based on the recommendation of the Nomination and Remuneration Committee and upon receipt of a declaration of independence as per the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, approved the re-designation of Mr. Massimo Angelo Antonio Monti from Non-Executive Director to Independent Director for a term of five consecutive years, subject to shareholder's approval at the ensuing Annual General Meeting.

Adoption of Maxposure Limited Employee Stock Option Scheme - 2025

• The Board, based on the recommendation of the Nomination and Remuneration Committee, has approved the proposal of the Maxposure Limited Employee Stock Option Scheme - 2025, to reward and retain talent and align employees' objectives with the Company's long-term goals.

• The Scheme proposes to grant up to 5,00,000 (Five Lakhs) stock options, convertible into an equal number of equity shares, to eligible employees and directors of the Company and its subsidiaries. The Scheme is proposed to be implemented through fresh allotment of shares and is

Audit Committee

The Audit Committee of Maxposure Limited plays a crucial role in overseeing and monitoring the financial reporting process, internal control systems, audit functions, and overall financial discipline within the Company. The Committee ensures

that proper checks and balances are in place with regard to financial transactions and accounting practices. It acts as a vital link between the Management, the Board of Directors, the Statutory Auditors, and the Internal Auditors.

The Audit Committee comprises members with extensive knowledge and expertise in financial, accounting, and business matters. The Committee's composition is in line with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Committee is chaired by an Independent Director.

The functioning of the Committee is governed by a charter and terms of reference that comply with applicable regulatory requirements. The Audit Committee held regular meetings during the year under review, and the minutes of these meetings were duly circulated to all Committee and Board members. The recommendations made by the Audit Committee during the year were accepted and implemented by the Board.

All members of the Audit Committee are financially literate. The Chief Financial Officer (CFO), Statutory Auditors, and Internal Auditors are regularly invited to attend the meetings. The Company Secretary acts as the Secretary to the Committee.

Composition of the Audit Committee

As on 31st March 2025, the Audit Committee of the Company comprised the following members

Vigil Mechanism

Pursuant to provisions of Section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the code of conduct by way of direct access to the Chairman/Chairman of the Audit Committee.

The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

Meetings of the Stakeholders Relationship Committee and attendance thereat

During the Financial Year 2024-25, the Stakeholders Relationship Committee met on May 20, 2024, in which all the members of the Stakeholders Relationship Committee were present.

General Meetings

Extra-ordinary General Meeting: Two (2) extra-ordinary general meetings were held on 24th October, 2024 and 6th March, 2025 respectively during the financial year under review.

Annual General Meeting: Annual General Meeting of the shareholders of the Company was held on 30th September, 2024.

Particulars OfLoans Given, Investment Made, Guarantee Given And Securities Provided

The Company has neither granted any loans, extended any guarantees or provided any securities nor made any Investments during the Financial Year 2024-25, pursuant to the provisions of Companies Act, 2013.

Contracts And Arrangements With Related Parties

Pursuant to the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder, all contracts or arrangements entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arm's length basis.

There were no material related party transactions entered into during the year under review, as defined under the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in Form AOC-2, which is annexed to this Report.

The Policy on Related Party transactions may be accessed on the Company's website at the link https://maxposuremedia.com/ wp-content/uploads/2025/05/Policy-on-RPT_Maxposure-Limited.pdf

Company's Policy On Appointment And Remuneration Of Directors

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, the Company has adopted a Nomination, Remuneration and Evaluation Policy to govern the appointment and remuneration of the Directors, Key Managerial Personnel (KMP), and Senior Management Personnel.

The policy aims to ensure that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors with

the required skills, expertise, and experience;

• Remuneration is linked to individual and Company performance and meets appropriate performance benchmarks;

• The appointment ofDirectors is based on merit, qualifications, experience, and diversity considerations;

• Independent Directors are evaluated and remunerated in line with the applicable provisions of the Act and SEBI Regulations, without entitlement to stock options.

The Nomination and Remuneration Committee is responsible for identifying suitable candidates for appointment to the Board and recommending their nomination, as well as determining the remuneration structure in line with the Company's longterm objectives, financial position, and statutory limits.

The policy also provides for the formal evaluation of the performance of the Board, its committees, and individual Directors on an annual basis.

The Company affirms that the appointment and remuneration of Directors, KMPs, and Senior Management during the year were in accordance with the Nomination, Remuneration and Evaluation Policy of the Company. The full Policy is available on the Company's website at: https://maxposuremedia.com/ wp-content/uploads/2023/12/Nomination-Remuneration-and-Evaluation-Policy.pdf

Evaluation Of Board Performance

A formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for the year 2024-25. The evaluation was done using individual questionnaires covering the vision, strategy and role clarity of the Board, Board dynamics and processes, contribution towards the development of strategy, risk management, receipt of regular input and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc.

As part of the evaluation process, the Performance evaluation of all the Directors has been done by all the other Directors (except himself and herself) and the Directors have also evaluated the performance of the Board and its Committees as a whole. The Directors expressed satisfaction with the evaluation process.

Particulars Of Employees And Managerial Remuneration

Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report.

The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

In terms of Section 197(14) of the Companies Act, 2013, the

Listing Of Securities

During the financial year 2023-24, your Company successfully completed its Initial Public Offering (IPO) and the equity shares were listed on the NSE Emerge Platform, the SME segment of the National Stock Exchange of India Limited (NSE), on January 23, 2024.

The equity shares of the Company are listed on NSE Emerge Platform under the symbol "MAXPOSURE", and ISIN is INE0ECC01022. The Company has also paid the requisite annual listing fees to NSE for the financial year 2024-25 and 2025-26.

Directors' Responsibility Statement

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, the Directors would like to state/confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended on 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the appropriate accounting policies have been selected and applied 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 2024-25 and of the profit and loss of the Company for that period;

(c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(d) the annual accounts for the Financial Year ended on 31st March, 2025 have been prepared on a going concern basis;

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

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

Significant And Material Orders Passed By The Regulators Or Courts

During the financial year ended March 31, 2025, no significant material orders were passed by any regulator, court, or tribunal which would impact the going concern status of the Company or its future operations.

Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Companies Secretaries of India.

Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place a policy on prevention of sexual harassment at the workplace in line with the provisions of

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been duly constituted to address complaints of sexual harassment.

In compliance with the latest regulatory requirements, the following is the summary of complaints received and resolved during the financial year 2024-25:

The Company is committed to providing a safe and respectful workplace for all employees, and it conducts regular awareness programs and trainings to sensitize employees about the prevention of sexual harassment at work.

Disclosure Related To Insolvency And Bankruptcy Code, 2016

During the financial year 2024-25, no application was made or admitted under the Insolvency and Bankruptcy Code, 2016 (IBC) by or against the Company. Therefore, the requirement to disclose the details of any proceedings under the Code does not arise.

Details Of Difference Between Valuation At The Time Of One Time Settlement And At The Time Of Availing Loan

During the financial year 2024-25, the Company has not undertaken one time settlement with any bank or financial institution. Accordingly, the requirement to disclose differences in valuation under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable.

Compliance With The Maternity Benefit Act, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year.

Acknowledgements

The Board of Directors places on record its sincere appreciation for the continued support and cooperation received from the shareholders, employees, customers, suppliers, bankers, financial institutions, regulatory authorities, and other stakeholders during the year.

We acknowledge the dedicated efforts and commitment of our employees across all levels, whose contributions remain vital to the Company's progress and growth.