23. 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.

24. 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.

(ii) Defined benefit plans A Gratuity:

The Company makes annual contribution to the Max Financial Services Limited Employees Group Gratuity Fund of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of 6 months. Vesting occurs upon completion of 5 years of service.

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, 2023 by Manohar Lal Sodhi, 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 current service cost and the net interest expense for the year are included in the employee benefits expense line item in the Statement of Profit and loss.

The remeasurement of the net defined benefit liability is included in other comprehensive income.

(g) Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. Th e sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

i) If the discount rate is 100 basis points higher (lower), the defined benefit obligation would decrease by ' 4.11 lakhs (increase by ' 4.49 lakhs) [as at March 31, 2022: decrease by ' 5.15 lakhs (increase by ' 5.43 lakhs)].

ii) If the expected salary growth increases (decreases) by 1.00%, the defined benefit obligation would increase by ' 4.33 lakhs (decrease by ' 4.04 lakhs) [as at March 31, 2022: increase by ' 5.26 lakhs (decrease by ' 5.09 lakhs)].

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.

(h) the average duration of the benefit obligation represents average duration for active members at March 31, 2023: 9.73 years (as at March 31, 2022: 8.42 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.

26 Employee Stock Option Plan26.1 Employee Stock Option Plan - 2003 ("the 2003 Plan"):

The Company had instituted the 2003 Plan, which was approved by the Board of Directors on August 25, 2003 and by the shareholders on September 30, 2003. the 2003 plan provides for grant of stock options aggregating not more than 5% of number of issued equity shares of the Company to eligible employees of the Company. the 2003 plan is administered by the Nomination and Remuneration Committee appointed by the Board of Directors. under the plan, the employees receive shares of the Company upon completion of vesting conditions such as rendering of services across vesting period. Vesting period ranges from one to five years and options can be exercised within two years from vesting date. As amended in the 2003 plan and approved the shareholders in Annual General Meeting held on September 30, 2014, the option price will be determined by the nomination and Remuneration Committee, from time to time, in accordance with the provisions of applicable law, provided that the option price shall not be below the face value of the equity shares of the Company.

For the current year, the weighted average share price at the exercise date was ' nil (previous year : ' 393.12).

the weighted average exercise price for stock options outstanding as at March 31, 2023 was ' nil per share (March 31, 2022: ' 393.12 per share).

the expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. the expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

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, 2023 is ' 58.19 lakhs (March 31, 2022: ' 43.80 lakhs).

1. ) As the future liability for gratuity and leave encashment is provided on actuarial basis for the

Company as a whole, the amount pertaining to the directors is not ascertainable and, therefore, not included above. The figures do not include accrual recorded for Employee Share Based payments.

2. ) payments made to Mr. Analjit Singh on his extensive involvement in the strategic developments at

the Company are with the approval of shareholders

3. ) the remuneration paid to aforesaid KMp's in FY 2022 includes one - time special incentive of '

7.75 crores paid for their valued contribution in consummation of Max Financial - Axis transaction. This includes payment of ' 5 crores made to Mr. Mohit Talwar, MD of the company with the approval of shareholders.

E. Terms and conditions of transactions with related parties

Transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. The Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

30. 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.

(b) financial risk management objective and policies financial assets and liabilities:

the accounting classification of each category of financial instruments, and their carrying amounts, are set out below:

(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, borrowings and other current financial liabilities.

(ii) Liquidity risk

the Company requires funds both for short-term operational needs as well as for long-term investment needs.

the Company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening the balance sheet. the maturity profile of the Company's financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. the figures reflect the contractual undiscounted cash obligation of the Company (other than derivative financial liability and lease liabilities).

(iii) 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.

(iv) 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.

(v) 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.

(vi) 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.

33. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

34. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and protection Fund by the Company.

35. 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.

38. the Board of Directors of the Company in its meeting held on March 3, 2020, had approved entering into a put/Call arrangement for acquisition of balance shares held by Mitsui Sumitomo Insurance Company Limited (MSI) in Max Life Insurance Company Limited ('MLIC') and matters incidental thereto at a price of ' 85 per share ("MSI put/Call option"). the shareholders of the Company approved the said MSI put/Call option on May 27, 2020. In this regard the Company had executed definite agreement, which was subject to receipt of requisite regulatory approvals.

The Company received approval from Insurance Regulatory and Development Authority of India ('IRDAI') vide its letter dated November 25, 2022. Pursuant to the approval, on December 8, 2022, the Company acquired residual 99,136,573 equity shares of face value of ' 10 each constituting 5.17% equity stake held by MSI in MLIC at a price of ' 85 per share. On acquisition of the aforesaid stake in MLIC, the shareholding held by the Company in MLIC increased to 87%.

39. 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 MLIC, a subsidiary of the Company, to 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, MLIC, 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 MLIC ("Agreements"). Pursuant to receipt of all approvals, Axis Bank had acquired 9.002% of the equity share capital of MLIC and Axis Bank subsidiaries acquired 3% of the share capital of MLIC as per Rule 11UA valuation of the Income-tax Rules, 1962 upto March 31, 2022.

On January 9, 2023 the Company has executed revised agreements with the parties in terms of which Axis Entities have the right to purchase the balance 7% equity stake of MLIC from the Company at Fair Market Value using Discounted Cash Flows instead of valuation as per Rule 11UA of the Income Tax Rules, 1962. This revision has been done consequent to the guidance received by MLIC from IRDAI.

The acquisition of 7% of equity share capital of MLIC by Axis Entities is subject to receipt of requisite regulatory approvals. pending receipt of requisite approvals, the said transaction cannot be considered concluded at the current date and hence, no adjustments have been made in the financial year.

40. The Company does not have any transactions with struck off Companies under section 248 or section 560 of Companies Act, 2013.

Reason for variance:

Current Ratio - lower due to decrease in current investments and decrease in trade payables Return on Equity (ROE) - lower due to decrease in revenue

Trade payable turnover ratio - higher due to decrease in trade payables and decrease in legal and professional expenses

Net capital turnover ratio - lower due to decrease in net working capital and revenue Net profit ratio - lower due to higher % decline in revenue

Return on capital employed (ROCE) - Lower due to decrease in earnings when compared with the previous year; as the company has not earned any dividend income during the current year.

42. pursuant to sections 135(5) of Companies Act, 2013 and rule made thereunder, the Company need to ensure that at least 2% of average net profit of the preceding three financial years is spent on CSR activities.

The Company does not have turnover of rupees one thousand crore or more or a net profit of rupees five crore or more as computed under section 135 of the Act during the immediately preceding financial year and hence, provisions of Section 135 of the Act are not applicable to the Company during the year.

43. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

44. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

45. The figures for the previous year have been regrouped/reclassified wherever necessary, to make them comparable.

46. The standalone financial statements were approved for issue by the Board of Directors on May 12, 2023.