(xiii) Provisions
Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result
of a past event, it is probable that the Company
will be required to settle the obligation, and a
reliable estimate can be made of the amount of the
obligation.
The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of those cash flows (when the effect of
the time value of money is material).
When some or all of the economic benefits required
to settle a provision are expected to be recovered
from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursement will
be received and the amount of the receivable can be
measured reliably.
(xiv) Goods and services tax input credit
Input tax credit is accounted for in the books in the
period in which the underlying service received is
accounted and when there is reasonable certainty in
availing / utilising the credits. The Company reviews
the input tax credit at each balance sheet date to
assess the recoverability of these balances.
(xv) Operating Cycle
Based on the nature of products / activities of the
Company and the normal time between acquisition
of assets and their realisation in cash or cash
equivalents, the Company has determined its
operating cycle as 12 months for the purpose of
classification of its assets and liabilities as current
and non-current.
2C Critical estimates and judgements
The preparation of the financial statements in conformity
with Ind AS requires the management to make estimates,
judgments and assumptions. These estimates, judgments
and assumptions affect the application of accounting
policies and the reported amounts of assets and liabilities,
the disclosures of contingent assets and liabilities at the
date of the financial statements and reported amounts of
revenues and expenses during the period. The application
of accounting policies that require critical accounting
estimates involving complex and subjective judgments
and the use of assumptions in these financial statements
have been disclosed in Note 2. Accounting estimates
could change from period to period. Actual results
could differ from those estimates. Appropriate change
in estimates are made as management becomes aware
of changes in circumstances surrounding the estimates.
Changes in estimates are reflected in the financial
statements in the period in which changes are made and,
it material, their effects are disclosed in the notes to the
financial statements.
The following are the critical judgements, apart from
those involving estimations that the directors have made
in the process of applying the Company's accounting
policies and that have the most significant effect on the
amounts recognised in the financial statements.
Contingent liabilities
Assessment of whether outflow embodying economic
benefits is probable, possible or remote. (See note 27)
The key assumptions concerning the future, and other key
sources of estimation uncertainty at the reporting period,
that may have a significant risk of causing a material
adjustment to the carrying amount of assets and liabilities
within the next financial year, are discussed below.
a. Income taxes
Deferred tax is provided using the balance sheet
approach on temporary differences between the
tax base of assets and liabilities and their carrying
amounts for financial reporting purposes at the re¬
porting date. Deferred tax assets are recognised for
all deductible temporary differences, the carry for¬
ward of unused tax credits and any unused tax loss¬
es. Deferred tax assets are recognised to the extent
that it is probable that taxable profit will be available
against which the deductible temporary differences,
and the carry forward of unused tax credits and un¬
used tax losses can be utilised. The carrying amount
of deferred tax assets is reviewed at each reporting
date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be avail-
able to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are re-as¬
sessed at each reporting date and are recognised to
the extent that it has become probable that future
taxable profits will allow the deferred tax asset to be
recovered.
b. Employee Benefits
Defined employee benefit assets / liabilities
determined based on the present value of future
obligations using assumptions determined by the
Company with advice from an independent qualified
actuary.
c. Property Plant and Equipment
The charge in respect of periodic depreciation is
derived after determining an estimate of an asset's
expected useful life and the expected residual value
at the end of its life. The useful lives and residual
values of the Company's assets are determined by
the management at the time the asset is acquired
and reviewed periodically, including at each financial
year end. The lives are based on historical experience
with similar assets as well as anticipation of future
events, which may impact their life, such as changes
in technology.
For expected useful life of asset refer point (iii) of
accounting policy 2B.
2D New and amended standards
The Company applied for the first-time certain standards
and amendments, which are effective for annual periods
beginning on or after 1 April 2025. The Company has not
early adopted any standard, interpretation or amendment
that has been issued but is not yet effective.
(i) Amendments to Ind AS 21- Lack of exchangeability
The Ministry of Corporate Affairs (MCA) notified
the Companies (Indian Accounting Standards)
Amendment Rules, 2025, which amend Ind AS
21, The Effects of Changes in Foreign Exchange
Rates to specify how an entity should assess
whether a currency is exchangeable and how
it should determine a spot exchange rate when
exchangeability is lacking. The amendments also
require disclosure of information that enables users
of its financial statements to understand how the
currency not being exchangeable into the other
currency affects, or is expected to affect, the entity's
financial performance, financial position and cash
flows.
The amendments are effective for annual reporting
periods beginning on or after 1 April 2025. When
applying the amendments, an entity cannot restate
comparative information.
The amendments do not have a material impact on
the Company's financial statements.
(ii) Amendments to Ind AS 1 - Classification of
Liabilities as Current or Non-current and Non¬
current Liabilities with Covenants
In August 2025, the MCA notified amendments
to paragraphs 69 to 76 of Ind AS 1 to specify the
requirements for classifying liabilities as current or
non-current. The amendments clarify:
• What is meant by a right to defer settlement
• That a right to defer must exist at the end of the
reporting period
• That classification is unaffected by the likelihood
that an entity will exercise its deferral right
• That only if an embedded derivative in a
convertible liability is itself an equity instrument
would the terms of a liability not impact its
classification
In addition, a requirement has been introduced to
require disclosure when a liability arising from a
loan agreement is classified as non-current and
the entity's right to defer settlement is contingent
on compliance with future covenants within twelve
months.
If there is a breach of a material covenant of a long
term loan arrangement on or before the end of the
reporting period, resulting in the liability becoming
payable on demand as at the reporting date, and the
lender agrees—after the reporting period but before
the financial statements are approved for issue—not
to demand repayment for at least 12 months as a
consequence of the breach, this shall be treated as
an adjusting event. Accordingly, the entity is not
required to classify the liability as current.
The amendments are effective for annual reporting
periods beginning on or after 1 April 2025
retrospectively in accordance with Ind AS 8.
The amendments have not had an impact on the
classification of Company's liabilities.
(iii) Amendments to Ind AS 7 and Ind AS 107 - Supplier
Finance Arrangements
In August 2025, the MCA notified amendments to
Ind AS 7 Statement of Cash Flows and Ind AS 107
Financial Instruments: Disclosures to clarify the
characteristics of supplier finance arrangements and
require additional disclosure of such arrangements.
The disclosure requirements in the amendments
are intended to assist users of financial statements
in understanding the effects of supplier finance
arrangements on an entity's liabilities, cash flows
and exposure to liquidity risk.
The amendments do not have a material impact on
the Company's financial statements.
(iv) International Tax Reform-Pillar Two Model Rules
- Amendments to Ind AS 12
In August 2025, the MCA notified amendments to
Ind AS 12 Income Taxes in response to the OECD's
BEPS Pillar Two rules and include:
• A mandatory temporary exception to the
recognition and disclosure of deferred taxes
arising from the jurisdictional implementation
of the Pillar Two model rules; and
• Disclosure requirements for affected entities
to help users of the financial statements better
understand an entity's exposure to Pillar Two
income taxes arising from that legislation,
particularly before its effective date.
The mandatory temporary exception - the use
of which is required to be disclosed - applies
immediately. The remaining disclosure requirements
apply for annual reporting periods beginning on or
after 1 April 2025, but not for any interim periods
ending on or before 31 March 2026.
The amendments had no impact on the Company's
standalone financial statements as the Company is
not in scope of the Pillar Two model rules.
2E Standards notified but not yet effective
The new and amended standards that are notified by
the Ministry of Corporate Affairs (MCA), but not yet
effective, up to the date of issuance of the Company's
financial statements are disclosed below. The Company
will adopt these amendments to the standards, when
they become effective.
(i) Amendments to Ind AS 1 - Classification of Liabilities
as Current or Non-current and Non-current Liabilities
with Covenants
In accordance with Ind AS 1 currently applicable, breach
of an immaterial covenant is ignored deciding in current
vs. non-current classification of liabilities. Also, in case of
breach of a material covenant of a non-current loan on
or before the reporting date, the entity can obtain waiver
from the lender after the reporting date and continue to
classify the loan as non-current liability.
In accordance with changes to Ind AS 1 already notified
by the MCA, the above relaxations to classify loan as
non-current liability will not be available from FY 2026¬
27 onward and need to be applied retrospectively.
Consequently:
• A breach of either material or immaterial covenant
will trigger current classification of liability.
• To continue classifying loan as non-current liability,
entities will need to obtain waiver from the breach
on or before the reporting date.
The Company is currently assessing the impact the
amendments will have on its financial statements.
Notes :
a. The liability of non fulfilment of export obligation is on account of non availability of original documents (photocopies are
available}. The company has however made the relevant exports. Since the documentation as required by the authorities
has not yet been fully complied with. No further demand against these licenses have received by the Company.
b. Service tax demand of Rs. 139.58 lakhs raised during Service Tax Audit for the period FY 2011-12 to FY 2015-16 for
provision of Corporate Guarantee by the Company to Export Import Bank of India on behalf of its subsidiary Company.
The matter has been kept in abeyance, as an identical issue which is filed by the department is pending before Hon'ble
Apex Court
# No provision considered necessary since the Company expects a favourable decisions.
28. SEGMENT INFORMATION
The Company is primarily engaged in the business of growing and nurturing business investments and providing management
advisory services to group companies in India. The Board of Directors of the Company, which has been identified as being the
Chief Operating Decision Maker (CODM), evaluates the Company's performance, allocates resources based on the analysis of
the various performance indicators of the Company as a single unit. Therefore there is no reportable segment for the Company,
in accordance with the requirements of Ind AS 108- 'Operating Segment Reporting', notified under the Companies (Indian
Accounting Standard) Rules, 2015, as amended.
29. EMPLOYEE BENEFIT PLANS
(i) Defined contribution plans
The Company makes National Pension Scheme contributions which is defined contribution plan for qualifying employees.
Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the
benefits.
During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:
(ii) Defined benefit plans
A Gratuity:
The Company has a defined benefit gratuity plan. Under Gratuity Plan, every employee who has completed five
years or more of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of
service or part thereof in excess of 6 months.
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed
five years of service is entitled to specific benefit. The level of benefits provided depends on the member's length
of service and salary at retirement age.
The present value of the defined benefit obligation and the related current service cost were measured using the
Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.
The gratuity plan typically exposes the Company to actuarial risks such as: interest rate risk, longevity risk and
salary risk,
Interest risk
A decrease in the bond interest rate will increase the plan liability,
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment, An increase in the life expectancy of the
plan participants will increase the plan's liability
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants, As such, an increase in the salary of the plan participants will increase the plan's liability,
No other post-retirement benefits are provided to these employees
In respect of the plan in India, the most recent actuarial valuation of the present value of the defined benefit
obligation was carried out as at March 31, 2026 by Sod hi Tripathi Actuaries & Consultants LLP, Consulting
Actuary, Fellow of the Institute of Actuaries of India, The present value of the defined benefit obligation, and the
related current service cost and past service cost, were measured using the projected unit credit method,
The sensitivity analysis presented above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as
some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation
has been calculated using the projected unit credit method at the end of the reporting period, which is the
same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
(g) The average duration of the benefit obligation represents average duration for active members at March 31,
2026: 9.30 years (as at March 31, 2025: 8.00 years).
B Provident Fund:
The Company is contributing in a provident fund trust "Max Financial Services Limited Employees Provident Trust
Fund" which is a common fund for Max Group companies. The provident fund trust requires that interest shortfall
shall be met by the employer, accordingly it has been considered as a defined benefit plan.
The interest rate payable to the members of the Trust shall not be lower than the statutory rate of interest declared
by the Central Government under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952, and
shortfall, if any, shall be made good by employer. The actuary has accordingly provided a valuation for "Max
Financial Services Limited Employees Provident Trust Fund" which is a common fund for the Group.
The effective interest rate for lease liabilities is 7065%, with maturity by December 2026.
The Company had total cash outflows for leases of Rs. 65.37 lakhs in March 31, 2026 (March 31, 2025 -Rs. 109.13 lakhs).
The Company had non-cash additions to right-of-use assets and lease liabilities of Nil in March 31, 2026 (March 31,
2025 -Nil).
Company as a Lessor
The Company has entered into agreements of leasing out the properties. These are in the nature of operating leases
and lease arrangements contain provisions for renewal. The total lease income in respect of such lease recognised in
Statement of Profit and Loss for the year ended March 31, 2026 is Rs. 0.86 lakhs (March 31, 2025: Rs. 1.80 lakhs).
Future minimum rentals receivable under non-cancellable operating leases as at 31 March are as follows
34. FINANCIAL INSTRUMENTS
(a) Capital management
The capital management objectives of the Company are;
- to ensure that the Company complies with externally imposed capital requirements and maintains strong credit
ability and healthy capital ratios
- to ensure the ability to continue as a going concern
- to provide an adequate return to shareholders
Management assesses the capital requirements of the Company in order to maintain an efficient overall financing
structure. The Company manages the capital structure and makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets.
(c) Risk management framework
The Company is exposed to market risk (including currency risk, interest rate risk and other price risk), credit risk and
liquidity risk.
The objective of the Company's risk management framework is to manage the above risks and aims to :
- improve financial risk awareness and risk transparency
- identify, control and monitor key risks
- provide management with reliable information on the Company's risk exposure
- improve financial returns
(i) Market risk
Market risk is the risk that the fair value of financial instrument will fluctuate because of change in market price.
The Company's activities expose it primarily to interest rate risk, currency risk and other price risk such as equity
price risk. The financial instruments affected by market risk includes : Fixed deposits, current investments and
other current financial liabilities.
Foreign currency risk
Foreign exchange risk comprises of risk that may arise to the Company because of fluctuations in foreign currency
exchange rates. Fluctuations in foreign currency exchange rates may have an impact on the Statement of Profit
and Loss. As at the year end, the Company was exposed to foreign exchange risk arising from foreign currency
payables.
Interest rate risk
The Company is exposed to interest rate risk on fixed deposits outstanding as at the year end. The Company
invests in fixed deposits to achieve the Company's goal of maintaining liquidity, carrying manageable risk and
achieving satisfactory returns.
Other price risk
The Company is exposed to price risks arising from fair valuation of Company's investment in mutual funds. The
investments in mutual fund are held for short term purposes.
(ii) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Company. The Company's exposure to credit risk primarily arises from trade receivables, balances with
banks and security deposits. The credit risk on bank balances is limited because the counterparties are banks
with good credit ratings. The Company's exposure and credit worthiness of its counterparties are continuously
monitored.
(iii) Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities
in the same geographical region, or have economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate
the relative sensitivity of the Company's performance to developments affecting a particular industry.
In order to avoid excessive concentrations of risk, the Company's policies and procedures include specific
guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are
controlled and managed accordingly. Selective hedging is used within the Company to manage risk concentrations
at both the relationship and industry levels.
39. The Company is primarily engaged in the business of growing and nurturing business investments in its subsidiary. The
investments (financial assets) and dividend income (financial income) on the same has resulted in financial income to be in
excess of 50% of its total income and its financial assets to be more than 50% of total assets. The management is of the view
supported by legal opinion that the Company is an Unregistered Core Investment Company (Unregistered CIC) as laid down in
the "Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016", as amended. Hence, registration under
Section 45-IA of the Reserve Bank of India Act, 1934 is not required.
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of
information collected by the Management. This has been relied upon by the auditors.
42. The Board of Directors of the Company in its meeting held on April 27, 2020 approved entering into definitive agreements
with Axis Bank for the sale of equity share capital of Axis Max Life Insurance Limited ("AMLI"), a subsidiary of the Company,
to Axis Bank Limited ("Axis Bank"), subject to receipt of shareholders' approval and other requisite regulatory approvals. The
shareholders of the Company approved the transaction on June 16, 2020.
On October 30, 2020, the Company, AMLI, Axis Bank and its subsidiaries (together "Axis Entities"), i.e. Axis Capital Limited
and Axis Securities Limited ("Axis Bank subsidiaries") entered into agreements for acquisition of upto 19.002% of the equity
share capital of AMLI ("Agreements"). Pursuant to receipt of all approvals, Axis Bank and Axis Bank subsidiaries had acquired
in tranches upto March 31, 2022, 9.002% and 3% of the equity share capital of AMLI, respectively, based on price determined
as per Rule 11UA valuation of the Income-tax Rules, 1962.
On January 9, 2023, the Company executed revised agreements with the parties wherein Axis Entities have the right to
purchase the remaining 7% equity share capital of AMLI from the Company at Fair Market Value using Discounted Cash Flows
instead of valuation as per Rule 11UA of the Income Tax Rules, 1962 consequent to the guidance received by AMLI from IRDAI.
The Board of Directors of the Company in its meeting held on August 9, 2023, took note of AMLI's proposal to raise further
capital by way of a preferential issue of equity shares to Axis Bank, for an aggregate investment of up to Rs. 1,612 crores in
AMLI, at fair market value determined basis DCF methodology ("Capital Infusion"), This revision from secondary sale of
transfer of shares to primary issuance of equity share capital of AMLI to Axis Bank has been done consequent to the funding
requirements of AMLI,
In this regard, the shareholders of the Company approved the transaction on September 27, 2023, AMLI received approval
from IRDAI vide its letter dated February 6, 2024 for the Capital infusion and Axis Bank received approval from Competition
Commission of India (CCI) vide its letter dated April 2, 2024 for the Capital infusion, Pursuant to receipt of all regulatory
approvals, Axis Bank had subscribed to 6,02% of the equity share capital of AMLI on April 17, 2024, On completion of the
Capital Infusion, Axis Entities collectively hold 19,02% of the equity share capital of AMLI and the Company's shareholding in
AMLI stood reduced to 80,98% of the equity share capital of AMLI,
On April 2, 2026, Board of Directors of AMLI considered and recommended to the Company issuance of 2,50,56,200 equity
shares of AMLI on a preferential basis, at an issue price of Rs, 151,90 per equity share, being the fair market value determined
as per discounted cash flow method, for an aggregate investment amount of Rs, 389 crores to Axis Bank to augment its equity
share capital to meet its funding requirements, In this regard, the shareholders of the Company approved the transaction on
May 10, 2026 through postal ballot,
43. OTHER STATUTORY INFORMATION
i) The title deeds of immovable properties (other than immovable properties where the Company is the lessee and the
lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in
the name of the Company,
ii) The Company does not have any transactions with struck off Companies under section 248 or section 560 of Companies
Act, 2013,
iii) The Company does not have any benami property, where any proceeding has been initiated or pending against the
Company for holding any benami property,
iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year,
v) The Company is not declared wilful defaulter any bank or financial institutions or lender during the year,
vi) The Company has not created any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period,
vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961, (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961),
viii) The Company has not advanced or loaned or invested funds to any person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (ultimate beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
ix) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with
the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the funding party (ultimate beneficiaries) or
b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries,
Reason for variance:
Return on Equity (ROE)- ROE increased significantly due to a shift from net loss in the previous year to marginal profitability
in the current year, combined with a relatively stable equity base.
Net capital turnover ratio - The ratio increased substantially due to a significant rise in revenue, primarily driven by higher
dividend and other income.
Net profit ratio -Net profit ratio improved sharply due to the company moving from losses in the previous year to profitability
in the current year, driven by higher dividend and other income.
Net profit ratio - lower due to higher % decline in revenue
Return on capital employed (ROCE) -ROCE increased significantly due to positive Earnings before interest and taxes(EBIT) in
the current year compared to negative EBIT in the previous year, along with relatively stable capital employed.
45. The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further,
there are no instance of audit trail feature being tampered with. Additionally, the audit trail of prior year(s) has been preserved
as per the statutory requirements for record retention.
47. The Company has not declared or paid any dividend during the current year and previous year and has not proposed dividend
for the current year.
48. The Board of Directors of the Company had accorded its in-principle approval for amalgamation of the Company with AMLI
("Proposed Amalgamation") on January 28, 2026, subject to inter alia (a) approval of the Axis Entities in terms of the articles
of association of AMLI and shareholders' agreement, (b) coming into effect of the Sabka Bima Sabki Raksha (Amendment
of Insurance Laws) Act, 2025 (which has since come into effect), (c) approvals, as may be required from the appropriate
authorities under applicable laws, including a prior approval of the IRDAI, and (d) execution of the transaction documents
as may be agreed amongst the relevant parties. Subsequently, the Company had made a disclosure to the stock exchanges
regarding the same on January 28, 2026. Further, the Axis Entities have provided their in-principle no objection to the Proposed
Amalgamation ("Axis NOC") subject to inter alia continuation of the terms and conditions in the Transaction Documents,
the Company providing an undertaking to the Axis Entities confirming the terms, and AMLI seeking written consent of the
Axis Entities for the Proposed Amalgamation, upon fulfilment of the terms and conditions set out in the Undertaking for the
Proposed Amalgamation including finalization of the scheme of amalgamation.
Subsequently, the Company made a disclosure to the Stock exchange in respect of Proposed Amalgamation that, subject to
requisite approvals from the regulatory authorities including the Insurance Regulatory and Development Authority of India
("IRDAI"), resulting in: (i) the listing of AMLI; and (ii) the shareholders of the Company directly holding shares in AMLI.
The Proposed Amalgamation is subject to compliance with the relevant laws permitting the Proposed Amalgamation and
execution of the transaction documents as may be agreed between the relevant parties.
Further, all other value creation options provided to the Axis Entities (as were notified by the Company vide its previous
disclosures made on 15th May, 2020 enclosing therewith the Postal Ballot Notice), with suitable modifications to take into
account changes in applicable laws and arrangements, shall continue. In furtherance of the same, the Company has executed
an Undertaking in favour of the Axis Entities pursuant terms signed in earlier agreements. The Parties have currently opted for
the Proposed Amalgamation as the first option amongst the Future Arrangements as detailed out in stock exchange disclosure
made by the Company on March 6, 2026, and in the event the Proposed Amalgamation is not consummated as per the agreed
timelines for any reason whatsoever, the Axis Entities shall be entitled to evaluate and pursue such other Future Arrangements.
Further as per Future Arrangements, Axis Entities will have the right to subscribe to equity shares of the Company in lieu of
all or part of the equity shares held by Axis Bank in AMLI ('Swap Transaction') and the Company will undertake all actions
to effect the Swap Transaction. Any income tax payable pursuant to the Swap Transaction shall be split equally between
the Company and Axis Bank. If the Proposed Amalgamation is not completed within agreed timelines, and Axis Bank has
exercised its right for the Swap Transaction, but the Company fails to consummate the Swap Transaction, then Axis Bank shall
have the right to issue IPO notice to the Company requiring the Company to achieve a listing of AMLI by way of an IPO. If the
listing not achieved or the Company fails to consummate the Swap Transaction, then Axis Entities have the right to require
the Company to purchase all the shares held by Axis Entities in AMLI at Fair market value (determined using the discounted
cash flow method), subject to the terms of the definitive agreements. The Exit sale option right shall be subject to receipt of
requisite regulatory approvals. In the event the Company is unable to purchase the shares of Axis Entities, the Axis Entities
shall be entitled to evaluate and pursue other Future Arrangements such as Forced Sale/ Third Party Sale/ Forced IPO.
The above transaction is subject to receipt of requisite shareholders approvals, regulatory approvals and hence, no adjustments
were required to be made in the standalone financial statements.
49. The Board of Directors of the Company ("Board") at its meeting held on March 12, 2026 proposed to have an enabling
approval for raising funds, mainly to meet the funding requirements of its material subsidiary company, viz., AMLI, by way of
issuance of equity shares of face value of Rs. 2/- ("Equity Shares") of the Company, and/or convertible securities (including
warrants, or otherwise, in registered or bearer form) (all of which are hereinafter referred to as "Eligible Securities") or any
combination of the Securities thereof in accordance with the applicable laws, in one or more tranches, in Rupee denomination,
in the course of domestic and/or International offering(s) in one or more foreign markets, in terms of the applicable regulations
and as permitted under the applicable laws, for an aggregate amount not exceeding Rs. 2,000 crores or an equivalent amount
thereof (inclusive of any premium as may be fixed on such Securities) at such price or prices as may be permissible under
applicable law including inter-alia by way of qualified institutional placement ("QIP") in accordance with the provisions of
Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
(including any amendment, modification, variation or re-enactment thereof) ("SEBI ICDR Regulations"), Section 42 and other
applicable provisions of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014 and
other applicable laws.
Further, the Company has sought shareholders approval for primary issue of equity share capital of AMLI to Axis Bank based
on proposed infusion of up to Rs. 389 crores to meet funding requirements of AMLI. Consequently, the Board has approved the
reduction in the size of the proposed fund raise from an aggregate amount of up to Rs. 2,000 crores to an aggregate amount
of up to Rs. 1,600 crores. In this regard, the shareholders of the Company approved the proposed fund raise on May 10, 2026.
50. During the year ended March 31, 2025, the Company, certain former & present directors and key managerial personnel and
its Subsidiary (AMLI), have received a Show Cause Notice ('SCN') from Securities Exchange Board of India (SEBI) alleging
non-compliances of certain provisions of SEBI Act, Securities Contract Regulation Act, the erstwhile Listing Agreement, the
Listing Regulations and other applicable SEBI regulations during the financial year ended March 31, 2011 and March 31, 2022
with respect to transactions pertaining to the shares of AMLI. The Company (represented by its lawyers) has responded to the
SCN before SEBI on April 8, 2025. Following the Company's response to the said SCN, the matter was heard by SEBI and the
hearing for the Company stands completed. The Company has also submitted its written submissions to SEBI on September
15, 2025, in terms of the timeline granted by the SEBI. The Company has not received any further communication from SEBI
post the submission and hearings. Based on management assessment and independent legal opinion, the Company is of the
view that it has complied with those relevant provisions of SEBI Act, Securities Contract Regulation Act, the erstwhile Listing
Agreement, the Listing Regulations and other applicable SEBI Regulations. Accordingly, pending the foregoing, no impact is
required to be given in these standalone financial statements for the year ended March 31, 2026.
51. The financial statements were approved for issue by the Board of Directors on May 12, 2026. There have been no material
events subsequent to the reporting period that require adjustments in the financial statements.
52. The figures for the previous year have been regrouped/reclassified wherever necessary to make them comparable.
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