Provisions
A provision is recognised when the Company has a present obligation (legalor constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities
Contingent liabilities are disclosed in the notes. Contingent liabilities are disclosed for
(1) Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
(2) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognised in the standalone financial statements. However, the same are disclosed in the standalone financial statements
where an inflow of economic benefit is probable
Contingent assets are recognized when the realisation of income is virtually certain, then the related asset is not a contingent asset and its recognition is appropriate.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each reporting date.
(i) Retirement and other Employee BenefitsI. Defined benefit plan Provident Fund
The Company has been contributing to employees provident fund benefits through a trust "Max Financial Services Limited Provident Fund Trust" managed by Max Financial Services Limited, up to January 31, 2026. Under this arrangement, contributions determined at a fixed percentage of basic salaries of the employees are deposited to the trust every month. The benefit vests upon commencement of the employment. The interest rate payable by the trust to the beneficiaries every year is notified by the government and the Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate.
Effective February 1, 2026, the Company discontinued contributions to the said Trust and commenced remitting provident fund contributions directly to the Recognized Provident Fund in accordance with the applicable provisions of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952. The Company's obligation under this arrangement is limited to the amount of contributions required to be made to the Recognized Provident Fund.
Provident fund contributions are recognised as an employee benefits expense in the Statement of Profit and Loss in the period in which the employees render the related service.
Gratuity
The Company's gratuity fund scheme and post¬ employment benefit scheme are considered as defined benefit plans. The Company's liability is determined on the basis of an actuarial valuation using the projected unit credit method as at the balance sheet date.
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
Net interest is calculated by applying the discount rate to the net defined benefit (liabilities/assets). The Company recognized the following changes in the net defined benefit obligation under employee benefit expenses in statement of profit and loss.:
(i) Service cost comprising current service cost, past service cost, gain & loss on curtailments and non routine settlements.
(ii) Net interest expenses or income.
II. Short term employee benefits
a. Short term employee benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.
b. Accumulated Compensated absences, which are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service, are treated as short term employee benefits. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.
III. Other long-term employee benefits
Benefits under the Company's leave encashment constitute other long term employee benefits.
The Company's obligation in respect of leave encashment is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit
is discounted to determine its present value. The discount rate is based on the prevailing market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Company's obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized in profit or loss in the period in which they arise.
The employees can carry-forward a portion of the un-utilized accrued compensated absences and utilize it in future service periods or receive cash compensation during employment as per policy of the Company or on termination of employment. Since the compensated absences do not fall due wholly within twelve months after the end of the period in which the employees render the related service and are also not expected to be utilized wholly within twelve months after the end of such period, the benefit is classified as a long-term employee benefit. The Company records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of independent actuarialvaluation using the projected unit credit method.
Re-measurement of employee benefits including actuarial gains and losses are recognized in the balance sheet with a corresponding debit or credit to retained earnings through Statement of Profit and Loss or Other Comprehensive Income in the ar of occurrence, as the case may be. Remeasurements are not reclassified to the Statement of Profit and Loss in subsequent periods.
(j) Financial Instruments - Initial recognition, subsequent measurement and impairment
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial Assets
Financial Assets are classified at amortised cost or fair value through Profit or Loss, depending on its business model for managing those financial assets and the assets contractual cash flow characteristics.
For assets measured at fair value, gains and losses will either be recorded in profit or loss. For investments
in debt instruments, this will depend on the business model in which the investment is held.
For investments in equity instruments, this will depend on whether the company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.
The Company account for Investment in Subsidiaries at cost as per Ind AS 27 Separate Financial Statements.
For impairment purposes, financial assets are tested on an individualbasis, other financialassets are assessed collectively in the Company that share similar credit risk characteristics.
Measurement
At initial recognition, the Company measures a financial asset at its fair value , and in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Investment in Debt instruments
Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the cash flow characteristics of the asset. The Company measures allits Debt instrument either at amortised cost or at fair value through profit or loss.
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Financialassets classified at amortised cost are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. Interest income from these financial assets is included in finance income using the effective interest rate method.
• Fair value through profit or loss (FVTPL): Any
financial asset that does not meet the criteria for classification as at amortized cost or as financial assets at fair value through other comprehensive income, is classified as financial assets at fair value through profit or loss. Financialassets
at fair value through profit or loss are at each reporting date fair valued with all the changes recognized in the statement of profit or loss.
Trade receivables
A receivable is classified as a 'trade receivable' if it is in respect to the amount due from customers on account of services rendered in the ordinary course of business.
The Company recognises life time expected credit losses for all trade receivables that do not constitute a financing transaction.
Impairment is made on the expected credit losses, which are the present value of the cash shortfalls over the expected life of financial assets. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The estimated impairment losses are recognised in a separate provision for impairment and the impairment losses are recognised in the Statement of Profit and Loss within other expenses.
Subsequent changes in assessment of impairment are recognised in provision for impairment and the change in impairment losses are recognised in the Statement of Profit and Loss within other expenses. For foreign currency trade receivable, impairment is assessed after reinstatement at closing rates. Individual receivables which are known to be uncollectible are written off by reducing the carrying amount of trade receivable and the amount of the loss is recognised in the Statement of Profit and Loss within other expenses. Subsequent recoveries of amounts previously written off are credited to other Income Investment in equity instruments
Derecognition
A financial asset (or, where applicable, a part of a financial asset) is primarily derecognised when:
(a) The rights to receive cash flows from the asset have expired, or
(b) the Company has transferred substantially all the risks and rewards of the asset, or
(c) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
a. Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the company are recognised at the proceeds received, net of direct issue costs. Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in the statement of profit and loss on the purchase, sale, issue or cancellation of the Company's own equity instruments
b. Financial Liabilities Classification
The Company classifies allfinancial liabilities measured at amortised cost.
Initial recognition and measurement
At initial recognition, all financial liabilities other than fair valued through profit and loss are recognised initially at fair value less transaction costs that are attributable to the issue of financial liability. Transaction costs of financial liability carried at fair value through profit or loss is expensed in profit or loss.
After initialrecognition, financial liabilities are subsequently measured at amortized cost using the effective interest rate (EIR) method. Gains and losses are recognized in Statement of Profit and Loss when the liabilities are derecognized as well as through the EIR amortization process Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the Statement of Profit and Loss.
The Company's financial liabilities mainly
comprise:
• Non-current financial liabilities mainly
consist Lease Liability, Deferred Guarantee
Income and Ind AS Security Deposits.
• Current financial liabilities mainly consist of trade payables, security deposit received, Deferred Guarantee Income, lease liabilities and other staff related payables.
Trade Payables
This amount represents liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 90 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at fair value and subsequently measured at amortised cost using EIR method.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the standalone statement of profit and loss.
Impairment of financial assets
Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and fair value through other comprehensive income.
For financial assets (apart from trade receivables that do not constitute of financing transaction) whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised. Loss allowance equalto the lifetime expected credit losses is recognised if the credit risk of the financial asset has significantly increased since initial recognition.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle them on a net basis or to realise the assets and settle the liabilities simultaneously
Financial Guarantee Contracts
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.
In case of Financial guarantee given by the company to third party on behalf of its wholly own subsidiary without taking any sum or consideration (Non¬ funded financial guarantee) from its subsidiary/ies, present value of notional interest on such guarantee amount is debited to the respective investment of its subsidiary/is and recognized the income on deferred basis periodically.
(k) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand, deposits held at callwith banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value and are held for the purpose of meeting short-term cash commitments.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above.
(l) Foreign currency reinstatementa) Functional and presentation currency
Standalone financialstatements have been presented in Indian Rupees (Rs.), which is the Company's functional and presentation currency.
b) Transactions and balances
Transactions in foreign currencies are initially recorded by the Company at rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the year-end exchange rates are recognised in statement of profit and loss.
Exchange gain and loss on debtors, creditors and other than financing activities are presented in the statement of profit and loss, as other income and as other expenses respectively. Foreign exchange gain and losses on financing activities to the extent that they are regarded as an adjustment to interest costs are presented in the statement of profit and loss as finance cost and balance gain and loss are presented in statement of profit and loss as other income and as other expenses respectively.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
(m) Fair value measurement
The Company's accounting policies and disclosures require the measurement of fair values for financial assets and liabilities.
The Company has an established control framework with respect to the measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments.
The Company measures financial instruments at fair value at each balance sheet date. The Company determines fair value based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: It includes fair value of financial
instruments traded in active markets and are based on quoted market prices at the balance sheet date like mutual funds. The mutual funds are valued using the closing net assets value (NAV) as at the balance sheet date.
Level 2: : It includes fair value of the financial instruments that are not traded in an active market like over-the-counter derivatives, which is valued by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.
Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
External valuers are involved for valuation of significant assets, such as financialassets and significant liabilities. Involvement of external valuers is decided upon annually by the management. The management decided, after discussions with the Company's external valuers which valuation techniques and inputs to use for each case.
At each reporting date, the Company analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company's accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.
(n) Revenue recognition
(i) Functional support services : Revenues from services (net of GST) are recognized over the period of the contract as and when services are rendered.
The Company considers in determining the transaction price for the sale of services, whether there are other promises in the contract that are separate performance obligation to which a portion of transaction price needs to be allocated.
(ii) Interest income: Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. For all debt instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. The expected credit losses are considered if the credit risk on that financial instrument has increased significantly since initialrecognition. Interest income is included in finance income in the statement of profit and loss.
(iii) Gain on sale of investments: On disposal of an investment, the difference between the carrying amount and net disposal proceeds is recognised to the profit and loss statement.
Contract balancesTrade receivables
A receivable represents the Company's right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets for further reference.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is
due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract.
(o) Tax Expense
Tax expense comprises current tax, Income tax adjustment related to earlier years and deferred tax.
It is recognised in the standalone statement of profit and loss except to the extent that it relates to items recognised directly in equity or in OCI. Any subsequent change in direct tax on items initially recognised in equity or other comprehensive income is also recognised in equity or other comprehensive income, such change could be for change in tax rate.
Current tax and Income tax adjustment related to earlier years
Income tax expenses or credit for the period comprises of tax payable on the current period's taxable income based on the applicable income tax rate, the changes in deferred tax assets and liabilities attributable to temporary differences and previous year tax adjustments.
The income tax charge or credit including Income tax adjustment related to earlier years is calculated on the basis of the tax law enacted after considering allowances, exemptions and unused tax losses under the provisions of the applicable Income Tax Laws. Current tax assets and current tax liabilities are off set, and presented as net.
Any tax adjustment relating to previous years on account of excess income tax refund/short provision is shown as a separate line item on the face of Statement of Profit and Loss account under the Tax expense as "Income tax adjustment related to earlier years".
Deferred tax
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
(i) Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible
temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences.
(ii) Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent there is convincing evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised.
(iii) Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits willbe available against which they can be used.
(iv) Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
(p) Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes, if any) by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the net profit for the year attributable to the shareholder and weighted average number of equity and potential equity shares outstanding during the year including share options, if any, except where the result would be anti-dilutive.
Potential equity shares that are converted during the year are included in the calculation of diluted earnings per share, from the beginning of the year or date of issuance of such potential equity shares, to the date
of conversion.
If potential equity shares converted into equity shares increases the earnings per share, then they are treated as anti-dilutive and anti-dilutive earning per share is computed.
Where equity shares are issued by way of a rights issue and the issue contains a bonus element, the weighted average number of equity shares outstanding for all periods presented is adjusted retrospectively for the bonus element in accordance with Ind AS 33, Earnings per Share. Accordingly, the basic and diluted EPS for all comparative periods presented are restated to give effect to such bonus element as if it had occurred at the beginning of the earliest period presented.
Share-based payments
Certain employees of the Group receive remuneration in the form of share based payment transaction also, where by employees render services as a consideration for equity instruments (equity- settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognized, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/ or service conditions are fulfilled in employee benefits expense. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions
are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognized is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
(q) Events after reporting date
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted with the standalone financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.
(r) Investment in Subsidiaries
A subsidiary is an entity controlled by the Company. Control exists when the Company has power over the entity, is exposed, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entity's returns.
Investments in subsidiaries, including investments in equity shares, preference shares, and optionally convertible debentures / other financial instruments that are in the nature of long-term strategic investments in wholly owned subsidiaries, are accounted for at cost in the standalone financial
statements in accordance with Ind AS 27 - Separate Financial Statements.
Such investments are reviewed for impairment at each reporting date. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. Impairment losses, if any, are recognized in the Standalone Statement of Profit and Loss.
On disposalof investments in subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognized in the Standalone Statement of Profit and Loss.
(s) Goods and services tax input credit
Input tax credit is accounted for in the books in the period in which the underlying goods or service or both are procured or received.
(t) Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell
(u) Segment Reporting
As per Ind AS-108 'Operating Segments', if a financial report contains both the consolidated financial statements of a holding company that is within the scope of Ind AS-108 as well as the holding company's separate financial statements, segment information is required only in the consolidated financial statements. Accordingly, information required to be presented under Ind AS-108 Operating Segments has been given in the consolidated financial statements.
(v) Cash Flow Statement
Cash flows are reported using indirect method, whereby Profit/(loss) after tax reported under Statement of Profit and loss is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.
The cash flows from operating, investing and financing activities of the Company are segregated based on available information.
(w) Recent Accounting Pronouncements
Ministry of Corporate Affairs ("MCA") has notified amendments to the existing standards Ind AS 1 - Presentation of financialstatements relating to classification of liabilities as current or non-current
subject to covenants, Ind AS 12 - Income Taxes relating to international tax reforms - Pillar Two Model Rules, Ind AS 21 - the effect of changes in foreign exchange rates and Ind AS 107 - Financial Instruments: Disclosures and Ind AS 7 - Statement of Cashflows relating to disclosure of supplier financing arrangements, applicable from April 1, 2025. The Company has assessed the above amendments and concluded that it does not have any significant impact on its financial statements.
a) Terms of Compulsorily Convertible Preference Shares ('CCPS') - 1 CCPS to be converted into 10 equity shares at any time within the tenor of 10 years from the date of issue at the option of the shareholder at par value. In case, the Investee Company decides to go for an IPO or any corporate action including issuance of equity on preferentialbasis, rights or a bonus issue, the shareholder shall have the right for early/prior conversion. During the financial year 2024-25, the Company's investment in 5,65,000 Compulsory Convertible Preference Shares (CCPS) of face value Rs. 100 each in Antara Senior Living Limited was converted into 56,50,000 equity shares of face value Rs. 10 each.
b) During the financial year 2020-21, the Company adopted 'Max India Limited - Employee Stock Option Plan 2020 (ESOP Plan)'.Pursuant to which stock options have been granted to the employees of the Company and its subsidiaries Antara Senior Living Ltd. and Antara Purukul Senior Living Ltd. The accounting treatment of stock options provided to employees of subsidiary company has been treated as Additional Investment in the Subsidiary company as per 'Ind AS 102 Share based payment.'
c) During the year 2024-25, Company entered into a Share Sale and Purchase Agreement dated June 01,2024, with Antara Senior Living Limited, a wholly owned subsidiary company w.r.t divestment of its entire stake in Antara Bangalore Senior Living Limited (Formerly Max Ateev Limited) for consideration of Rs. 109.06 lakhs effective from June 1,2024.
d) Investment in Subsidiaries of Rs.95,223.26 Lakhs (FY 2024-25 : Rs. 75,861.38 Lakhs) is recorded at cost net of provision for impairment as at 31st March 2026. The Company has evaluated the carrying value/fair value calculations of investment in subsidiaries, where applicable, to determine whether the valuations performed by the Company were within an acceptable range determined by us.
e) During the financial year 2025-26, the Company has written off its investment in its wholly owned subsidiary, Max UK Limited , pursuant to the application filed by Max UK Limited for strike off under the applicable laws of the United Kingdom on February 13, 2026. Subsequently, the Registrar of Companies, United Kingdom, published a notice of the proposed strike off on March 10, 2026, and an order dissolving Max UK Limited was issued with effect from May 26, 2026. As the entire carrying value of the investment had already been fully provided for in earlier financial years, no additional charge has been recognized in the Statement of Profit and Loss during the financial year 2025-26.
f) During the year 2025-26, the Company has subscibed to 51,00,000 Optionally Convertible Redeemable Debentures (OCRDs) of Rs.100 each, aggregating to 5,100 lakhs issued by its Wholly owned Subsidiary, Antara Senior Living Limited. As per the terms of offer, the Company has option to convert OCRDs into equity shares at any time after a lock in period of 1 year but within 10 years from the date of allotment. Upon conversion, each debenture to be converted into 10 (Ten) equity shares of Rs.10/- each. Alternatively, the OCRDs are redeemable, at the option of the issuer i.e. Antara Senior Living Limited, at any time after the expiry of 1 year lock-in period and up to the end of the 10th year from the date of allotment. The redemption premium ranges from Rs. 20 to Rs. 160 per OCRD, depending on the year of redemption (i.e., from the 2nd year to the 10th year from the date of allotment. If the Company does not excercise its conversion option within 10 years from date of allotment, the OCRDs shall be mandatorily redeemed by Antara Senior Living Limited at the end of 10th years from the date of allotment, together with the applicable redemption premium as per the terms of issue.
All the Loan Receivables considered good & doubtful are Unsecured
*Loan given to Antara Senior Living Limited (ASLL) at an interest rate of external secured borrowing rate plus 0.50% or rate as shall be determined and notified by the Company. This loan is repayable on demand on or before June 30, 2026 or such other period as may be mutually agreed between the parties.
The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions.
(i) Trade receivables are non-interest bearing and are generally receivables on terms of 90 days.
(ii) The Company applies expected credit loss method for impairment of trade receivables as per Ind AS- 109 Financial Instruments.
(iii) Trade receivables include amounts due from related parties. (Refer Note No. 36).
(iv) For trade receivables ageing, refer note no. 44.
(v) For explanation on the Company credit risk management process, refer note no. 39.
(vi) The Management expects no default in receipt of trade receivables, hence no ECL has been recognised on trade receivables
Note : During the financial year 2025-26, the Company concluded the sale of three floors—namely L19, L20, and L20M—located at Max Towers, Sector 16-B, Noida, on May 9, 2025. The total area sold measured approximately 60,561 square feet, including car parking spaces and embedded fixtures and fittings. The said property was sold to Max Towers Private Limited ("MTPL"), a subsidiary of Max Estates Limited, a listed company belonging to the same promoter group, for an aggregate consideration of Rs. 10,508.00 lakhs.The carrying value of these floors as on the date of sale was Rs. 9,508.45 lakhs. Accordingly, a profit of Rs. 952.34 lakhs (net of transaction-related expenses amounting to Rs. 47.20 lakhs) was recognized on the sale. This profit has been classified as an exceptional item, as the sale does not form part of the Company's ordinary business activities. As the transaction was a material related party transaction, it was duly approved by the shareholders of the Company on January 29, 2025, and also by the shareholders of Max Estates Limited. In view of the proposed sale, the said assets were classified as "Non-Current Assets Held for Sale" during the financial year 2024-25 itself, in accordance with applicable accounting standards.
(ii) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company has not declared any dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding. The distribution will be in proportion to the number of equity shares held by the shareholders.
(v) Shares reserved for issue under options
For details of shares reserved for issue under the employee stock option plan (ESOP) of the Company, please refer Note No. 31.
(vi) Aggregate number of share issued for consideration other than cash during the period of five years immediately preceding the reporting date
The Company issued and allotted 5,37,86,261 equity shares of Rs 10 each on June 22, 2020 to the shareholders of erstwhile Max India Limited as on the record date i.e. June 15, 2020 in exchange of 26,89,31,305 shares of Rs. 2 each being held by them in the erstwhile Max India.
Nature and purpose of reserves / other equity Capital reserve
The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company's own equity instruments, transfer on account of scheme of demerger and Fair valuation of ESOP to capital reserve. It can be utilised in accordance with the provisions of the Companies Act, 2013, as amended from time to time.
Securities premium
Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Employee stock options outstanding
The employee stock options outstanding is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.
Other Comprehensive Income
The remeasurement gains/loss on defined benefit plans and income tax effect thereon is recognised in of Other Comprehensive Income.
Convertible Warrants
The Company has utilised the proceeds raised through the issue of Fully Convertible Warrants ("Issue Proceeds") towards investment in Antara Senior Living Limited (Wholly Owned Subsidiary) and/or its subsidiaries for the senior living projects to the extent of Rs. 4000.00 lakhs (Refer note-50).
(i) The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities related to income taxes levied by the same tax authority
(ii) Basis the Income Tax return filed by the Company upto FY 2024-25 and the self assessed business Loss for the FY 2025-26, (after taking into account the carried forward Business losses of erstwhile Max India limited pursuant to the Composite Scheme) , the carried forward business losses stand at Rs 1,153.90 lakhs (FY 2024-25 : Rs. 1,153.90 lakhs ). The Company believes that it cannot reasonably determine the future tax liability against which these
carried forward business losses can be set off and accordingly, no deferred tax asset has been recorded in current financial year.
(iii) Basis the Income Tax return filed by the Company upto FY 2024-25 and the self-assessed Long-Term Capital Gains adjusted with Long-Term Capital Losses for the Financial Year 2025-26, (after taking into account the carried forward Long Term Capital Losses of erstwhile Max India Limited pursuant to the Composite Scheme) , the carried forward Long-Term Capital Losses stand at Rs 14,661.65 lakhs (FY 2024-25 : Rs 14,681.88 lakhs) pertaining to FY 2019-20 . The Company believes that it cannot reasonably determine the future tax liability against which these carried forward Long-Term Capital Losses can be set off and accordingly, no deferred tax asset has been recorded in current financial year and preceeding financial year.
(iv) The aggregate amount of impairment in value of investment in subsidiaries as on March 31,2026 is Rs.16,022.87 lakhs (March 31, 2025-Rs. 16,235.87 lakhs). The amount of impairment is not taken into account for the purposes of creating deferred tax asset due to uncertainty over recovery in the value of investments.
The Company has made contribution of Rs. 0.50 lakhs in FY 2025-26 and Rs. 5.00 lakhs in FY 2024-25, which is made to an enterprise owned or significantly influenced by key managerial personnel or their relatives i.e. Max India Foundation, a trust registered under Indian Trust Act, 1882, with the main objective of empowering children in need, with quality and value based education.
29. Earnings Per Share (EPS)
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
30. Employee benefit plans A) Defined Benefit Plans
a) Gratuity (Non-funded):
The Company has a defined benefit gratuity plan (unfunded) for its employees and it is governed by the Payment of Gratuity Act, 1972. Under the plan, 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 following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the defined benefit plans:
Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.
Changes in Defined benefit obligation due to 1% Increase/Decrease in Mortality Rate, if all other assumptions remain constant is negligible.
The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as certified by the Actuary.
Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
c) Provident Fund:
The Company contributed to the Max Financial Services Limited (MFSL) Employees' Provident Fund Trust, a common provident fund trust established for certain Max Group companies, up to January 31, 2026. Effective February 1, 2026, the Company discontinued contributions to the said Trust and commenced remitting provident fund contributions directly to the Recognized Provident Fund in accordance with the applicable provisions of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952.
The provident fund scheme administered through the Trust was a defined contribution plan, and the Company's obligation was limited to making the prescribed contributions. Consequently, as on March 31,2026, the Company has no obligation in respect of the Trust, and accordingly, there are no plan assets or other related disclosures pertaining to the Trust in these financial statements.
31. Employee Share Based payments
Max India Employee Stock Plan - 2020 ("ESOP Plan")
The Company had instituted the Max India Limited - Employee Stock Option Plan, 2020 ("ESOP Plan"), which was approved by the Board of Directors at its meeting held on October 28, 2020 and by the shareholders through Postal Ballot on December 28, 2020. Subsequently, pursuant to the special resolution passed by the shareholders through Postal Ballot on March 22, 2026, the ESOP Plan was amended to increase the overall pool size from 26,89,313 options to 37,89,313 options, i.e., by 11,00,000 additional options, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Each option, upon exercise, shall be converted into one fully paid-up equity share of Rs. 10 each of the Company. The ESOP Plan is administered by the Nomination and Remuneration Committee. Eligible employees of the Company and its subsidiary(ies) shall receive shares upon completion of the prescribed vesting conditions, including the rendering of services during the vesting period. The option price shall be determined by the Nomination and Remuneration Committee from time to time in accordance with the applicable laws, provided that it shall not be lower than the face value of the Company's equity shares.
32. Commitments and Contingencies
A. Commitments
i) The Company has capital commitment of Rs.NIL ( Rs. NIL in FY 2024-25) towards acquisition of Capital assets.
ii) The Company may provide financial support to Antara Senior Living Limited and Antara Assisted Care Services Limited which are wholly owned subsidiaries of the Company in order to meet their future financial obligations.
B. Contingent liabilitiesa) Corporate guarantee:
The Company has not provided any corporate guarantees to banks, financial institutions, or any third parties during the year or outstanding as at the reporting date.
The Company is contesting these demands and the management, based on advise of its legal/tax consultants believes that its position will likely be upheld in the appellate process. No expense has been accrued in the standalone Ind AS financial statements for these demands raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company's financial position and results of operations. The Company does not expect any payment in respect of these contingent liabilities.
* During the FY 2021-22, the Company had received an income tax demand of ~ Rs. 2,716.00 lakhs on account of disallowance of the loss claimed on sale of shares of Neeman Medical International BV (an erstwhile wholly owned subsidiary) by erstwhile Max India Limited during the financial year 2014-15. The Company has filed an appeal/ writ with Hon'ble High Court of Punjab & Haryana and is strong on merits. The matter has been stayed & pending before court.
Pursuant to the Rectification Order dated November 22, 2025, passed by the Assistant Commissioner of Income Tax, the above tax demand increased to approximately Rs. 2,932.74 lakhs due to an increase in the interest component. Accordingly, the Company filed a rectification application on December 12, 2025, contesting the enhanced demand on the grounds that it is incorrect. The matter is currently pending, and further communication from the Income Tax Department is awaited.
33. Leases
Effective April 1,2019, the Company has adopted Ind AS 116 "Leases", applied to all lease contracts existing on April 1, 2019 using the modified retrospective method along with the transition option to recognise Right-of-Use asset (ROU) at an amount equal to the lease liability.
The Company has entered into short term lease arrangements for certain facilities and office premises. Rent expense of Rs. 19.91 lakhs (previous year: Rs. 1.80 Lakhs) in respect of obligation under cancellable operating leases has been charged to the statement of profit and loss for these short term lease arrangements.
Finance Leases- Company as a Lessee
The Company had entered into a long term lease arrangement for its corporate office at Gurugram, Haryana and the same has been accounted for under Ind AS 116 -Leases.
Notes:
(i) The entity is held through Antara Senior Living Limited
(ii) The entity was held directly by the Company until May 31, 2024. Effective from June 1, 2024, it is held through Antara Senior Living Limited.
(iii) Pursuant an application filed by Max UK Limited, a wholly owned subsidiary of the Company, for strike off under the applicable provisions of the laws of the United Kingdom (UK) on February 13, 2026, a notice for the proposed strike off was published by the Registrar of Companies, United Kingdom, on March 10, 2026. Subsequently, an order for dissolution of Max UK Limited was issued with effect from May 26, 2026. Accordingly, the Company has written off its investment in Max UK Limited.
35. Segment information
Being a parent company, the Company, which is having investments in various subsidiaries, is primarily engaged in growing and nurturing these business investments and providing shared services to its group companies. Accordingly, the Company views these activities as one business segment, therefore there are no separate reportable segments in accordance with the requirements of Indian Accounting Standard 108 - 'Operating Segment Reporting' notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.
2 The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
3 The following methods and assumptions were used to estimate the fair values:
The fair values for investments in quoted securities like mutual funds are based on price quotations available in the market at each reporting date.
The fair values for investments in unquoted equity shares are estimated by valuer following valuation techniques.
The carrying amounts of trade receivables, cash and cash equivalents, other bank balances, trade payables, other financial liabilities and other financial assets are considered to be the same as their fair values, due to their short¬ term nature. Loans repayable on demand have same carrying value and fair value as it is repayable on demand. The carrying values for finance lease receivables approximates the fair value as these are periodically evaluated based on credit worthiness of customer and allowance for estimated losses is recorded based on this evaluation. The fair values for lease obligation were calculated based on cash flows discounted using a market lending rate. The carrying amount of finance lease obligations approximate its fair value.
38. Fair value hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data
The following table provides the fair value measurement hierarchy of the Company's assets and liabilities.
39. Financial risk management
The Company's principal financial liabilities comprise Lease liabilities, Trade payables, Payable to employees and other financial liabilities. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include Investments in Mutual Funds and equity shares, Fixed Deposits, Corporate Deposits and Optionally Convertible Debentures,trade and other receivables, bank balances, cash and cash equivalent and security deposits. The Company is exposed to market risk, credit risk and liquidity risk. The Company's Audit Committee oversees compliance with the management of these risks/company's Risk Management Framework, and reviews the adequacy of the risk management framework in relation to the risk faced by the company. The Audit Committee is assisted in its overall role by Internal Audit. Internal Audit undertakes both regular and ad-hoc reviews of risk management controls and procedure, the results of which are reported to the Audit Committee.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk such as equity price risk. Financial instruments affected by market risk include investment in mutual funds. The objective of market risk is to optimize the return by managing and controlling the market risk exposures within acceptable parameters.
The sensitivity analysis in the following sections relate to the position as at March 31, 2026. The following assumptions have been made in calculating the sensitivity analysis:
- The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2026.
a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to balance the Company's position with regards to interest income and interest expense and to manage the interest rate risk, treasury performs comprehensive interest rate risk management. The Company does not have any borrowings, as at March 31,2026 and March 31, 2025 and hence it is not exposed to any interest rate risk.
b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency) and investments in foreign currency. The Company has written off its investment in Max UK Limited. Refer Note No. 41(c) for details.
c) Price risk
The Company's exposure to price risk arises from investments held and classified as FVTPL. To manage the price risk arising from investments in mutual funds, the Company diversifies its portfolio of assets.
Sensitivity analysis
Profit or loss and equity is sensitive to higher/ lower prices of instruments on the Company's profit for the periods:
B) Credit risk
Financial loss to the Company, arising, if a customer or counterparty to a financial instrument fails to meet its contractual obligations principally from the Company's receivables from customers and investments in debt securities.
a) Credit risk management
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of account receivables. Individual risk limits are also set accordingly.
Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.
The description of significant financial assets is given below:
(i) Trade Receivables
The activities of the Company primarily include providing functional support services to related parties and earning rental income from buildings and investment property which were sold during the year. (Refer Note No. 42(a) for details) The credit risk relating to outstanding amounts from related parties and tenants is considered to be insignificant. Refer Note 36 for disclosures on related party transactions, including outstanding balances as at the reporting date.
The Company creates allowances for impairment that represents its expected credit losses in respect of trade receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables.
(ii) Cash and cash equivalents
The Company held cash and cash equivalents of Rs. 376.04 lakhs as on March 31, 2026 (March 31, 2025: Rs. 20.79 lakhs) .The cash and cash equivalents that are held with scheduled banks as on March 31, 2026 are of Rs. 376.04 lakhs (March 31, 2025: Rs. 20.43 lakhs).
(iii) Deposits with banks
The company held fixed deposits and interest on same with banks and financial institutions of Rs. 5,025.01 lakhs (March 31, 2025: NIL). In order to manage the risk, the Company invests only with scheduled banks.
(iv) Investment in Mutual Funds
The company has made Investments in Mutual Funds of Rs. 330.55 lakhs (March 31,2025: Rs. 2,049.46 lakhs). In order to manage the credit risk, Company maintains a list of approved Asset Management Companies with an annual review. The investment is within prescribed parameters as per Treasury Policy.
(v) Loans and Advances
The Company granted loans to its wholly owned subsidary, Antara Senior Living Limited, amounting to Rs. 5,000 lakhs during the financial year 2025-26. Out of the total loans granted, Rs. 3,000 lakhs was received back during the year. Accordingly, the outstanding loan balance as at March 31,2026 amounted to Rs. 2,000 lakhs (March 31,2025: Nil). Also, the Company has subscribed to Optionally Convertible Redeemable Debentures of Rs. 5,100 lakhs issued by Antara Senior Living Limited.
Trade Receivables and Loans and Advances are written-off when there is no reasonable expectation of recovery by the Management. The Company continues to engage with parties whose balances have been provided for or are written-off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.
The Company creates allowances for impairment that represents its expected credit losses in respect of Loans and Advances.
b) Credit risk exposure
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company employs prudent liquidity risk management practices which inter alia means maintaining sufficient cash and marketable securities. Cash flow forecasts are prepared basis the funding requirement of the subsidiaries in the near future. The Company manages liquidity risk by maintaining adequate cash reserves by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The Company aims to maintain the level of its cash and cash equivalents and other highly marketable debt investments at an amount in excess of expected cash flows on financial liabilities. The Company also monitors the level of expected cash inflows on trade receivables with the expected cash outflows on trade payables and other financial liabilities.
40. Capital management
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the company. The primary objective of the Company's capital management is to maximise the shareholder value.
The Company does not have any borrowings as at March 31, 2026 and March 31, 2025.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2026 and March 31, 2025.
c) Pursuant an application filed by Max UK Limited, a wholly owned subsidiary of the Company, for strike off under the applicable provisions of the laws of the United Kingdom (UK) on February 13, 2026, a notice for the proposed strike off was published by the Registrar of Companies, United Kingdom, on March 10, 2026. Subsequently, an order for dissolution of Max UK Limited was issued with effect from May 26, 2026. Accordingly, the Company has written off its investment in Max UK Limited.
d) During the Financial year ended March 31, 2026, the Company has subscribed to Optionally Convertible Redeemable Debentures of Rs. 5,100 lakhs issued by its wholly owned subsidiary Antara Senior Living Limited. As per the terms of offer, the debenture holder i.e. Max India Limited may exercise option to convert OCRD at any time after a lock in period of 1 year but within 10 years from the date of allotment. Upon conversion, each debenture to be converted into 10 (Ten) equity shares of Rs.10/- each. The OCRDs shall be redeemable, at the option of the issuer i.e. the Antara Senior Living Limited, at a premium ranging from Rs. 20 to Rs. 160 per debenture, if redeemed during the period from the 2nd year to the 10th year, respectively, from the date of allotment, at any time after the expiry of a lock-in period of 1 year. If conversion option not exercised till the end of 10 years by the debenture holder, the OCRD shall mandatorily be redeemed at the end of 10 years from the date of allotment.
e) During the financial year 2024-25, the Company received a sum of Rs. 50.00 lakhs from Max Skill First Limited, a wholly owned subsidiary of the Company against the advance given between FY 2008-09 to FY 2014-15. (Refer Note No. 42 for details)
f) During the financial year 2024-25,the Company entered into a Share Sale and Purchase Agreement dated June 01, 2024, with Antara Senior Living Limited, a wholly owned subsidiary company w.r.t divestment of its entire stake in Antara Bangalore Senior Living Limited (earlier known as "Max Ateev Limited") for consideration of Rs. 109.06 lakhs. (Refer Note No. 42 for details)
For FY 2025-26a) Sale of Property (Max Tower Floors L-19,20 and 20M) Classified as Non-Current Asset Held for Sale
During the Financial Year 2025-26, the Company concluded the sale of three floors—namely L19, L20, and L20M— located at Max Towers, Sector 16-B, Noida, on May 9, 2025. The total area sold measured approximately 60,561 square feet, including car parking spaces and embedded fixtures and fittings. The said property was sold to Max Towers Private Limited ("MTPL"), a subsidiary of Max Estates Limited, a listed company belonging to the same promoter group, for an aggregate consideration of Rs. 10,508.00 lakhs.The carrying value of these floors as on the date of sale was Rs. 9508.45 lakhs. Accordingly, a profit of Rs. 952.34 lakhs (net of transaction-related expenses amounting to Rs. 47.20 lakhs) was recognized on the sale. This profit has been classified as an exceptional item, as the sale does not form part of the Company's ordinary business activities. As the transaction was a material related party transaction, it was duly approved by the shareholders of the Company on January 29, 2025, and also by the shareholders of Max Estates Limited. In view of the proposed sale, the said assets were classified as "Non-Current Assets Held for Sale" during the financial year 2024-25 itself, in accordance with applicable accounting standards. Profit of Rs. 952.34 lakhs on sale of said transaction has been recorded as an "Exceptional item".
b) Rights Issue Expenses
The Company has incurred issue-related expenses amounting to Rs. 172.97 lakhs pertaining to the rights issue. These expenses have been classified as an "Exceptional item", as they are non-recurring in nature.
c) Impact of Code on Wages, 2019 - Gratuity and Leave Encashment
Pursuant to the implementation of the Code on Wages, 2019 on November 21,2025, the Company has reassessed its employee benefit obligations as on March 31, 2026. Accordingly, additional past service cost provisions pertaining to previous year(s) arising on account of the above and in line with the requirement of Ind AS 19 'Employee Benefits', Rs. 35.72 lakhs towards Gratuity and Rs. 11.39 lakhs towards Leave Encashment have been recognized as "Exceptional item".
For FY 2024-25
a) During the year 2024-25, Company entered into a Share Sale and Purchase Agreement dated June 01,2024, with Antara Senior Living Limited, a wholly owned subsidiary company w.r.t divestment of its entire stake in Antara Bangalore Senior Living Limited (earlier known as "Max Ateev Limited") for consideration of Rs. 109.06 lakhs effective June 1,2024. Profit of Rs. 4.65 lakhs on sale of said transaction was recorded under exceptional item.
b) For the year ended March 31, 2025, the rights issue-related expenses amounting to Rs. 34.50 lakhs have been re¬ classified to "Exceptional Item".
1) The increase in the Current Ratio as of March 31, 2026, was primarily attributable to an increase in current assets resulting from the investment of unutilized funds raised through the Rights Issue in fixed deposits, leading to a higher level of current assets as at March 31, 2026.
2) The increase in the Return on Equity (ROE) ratio as of March 31, 2026, compared to March 31, 2025, was primarily attributable to the profit recognized on the sale of floors in Max Towers during FY 2025-26.
3) The decrease in the Trade Receivables Turnover Ratio as of March 31,2026, compared to March 31,2025, was primarily attributable to a reduction in revenue during FY 2025-26, which outweighed the impact of the decrease in trade receivables as of March 31, 2026.
4) The increase in the Trade Payables Turnover Ratio was primarily attributable to an increase in total other expenses during FY 2025-26 as compared to FY 2024-25, coupled with a decrease in trade payables as of March 31, 2026, compared to March 31, 2025.
5) The decrease in the Net Capital Turnover Ratio as of March 31, 2026, compared to March 31, 2025, was primarily attributable to a significant increase in working capital as of March 31,2026, along with a decline in total income during FY 2025-26 compared to FY 2024-25.
6) The Net Profit Ratio as at March 31,2026 increased compared to March 31,2025, primarily due to a reduction in net loss during the year, mainly attributable to the profit recognized on the sale of floors in Max Towers, despite a decrease in total revenue.
7) The increase in the Return on Capital Employed (ROCE) ratio as of March 31, 2026, compared to March 31, 2025, was primarily attributable to improved profitability during the year, including the profit recognized on the sale of floors in Max Towers, which more than offset the impact of the increase in capital employed resulting from the Rights Issue.
8) The increase in the Return on Investment(ROI) Ratio is primarily attributable to an increase in interest income earned on investment of unutilised funds received from the Rights Issue and Preferential issue in Fixed Deposits.
47a. Additional Regulatory Information
i) During the Financial Year 2025-26, the Company concluded the sale of three floors—namely L19, L20, and L20M— located at Max Towers, Sector 16-B, Noida, on May 9, 2025. (Refer Note -42 for details). The Company does not own any immovable property (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as at March 31,2026. Accordingly, the requirement to report whether the title deeds of immovable properties are held in the name of the Company is not applicable.
ii) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.
iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
iv) 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
v) 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.
vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
vii) The Company is not declared wilful defaulter by any bank or financial institutions or lender during the year.
viii) The Company has not created any charges and hence there is no creation or satisfaction which is yet to be registered with ROC beyond the statutory period.
ix) The Company has not availed any borrowings from banks or financial institutions on the security of current assets during the year. Accordingly, the requirement to file quarterly returns or statements of current assets with such lenders is not applicable to the Company.
x) The Company has not obtained any borrowings from banks or financial institutions during the year. Accordingly, the disclosure relating to the utilisation of borrowings for the specific purpose for which they were obtained is not applicable to the Company.
xi) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.
xii) 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).
47b. Others
i) The Company has not entered into any derivative instrument during the period. As at March 31,2026, the Company did not have any foreign currency exposures towards receivables, payables or any other derivative instrument that have not been hedged.
ii) In respect of amounts as mentioned under Section 125 of the Companies Act, 2013, there were no dues required to be credited to the Investor Education and Protection Fund as at March 31,2026.
iii) All current assets and long term loans & advances, appearing in the balance sheet as at 31 March 2026 have a value on realization, in the ordinary course of the Company's business, at least equal to the amount at which they are stated in the financial statements. No provision is required to be made against the recoverability of these balances.
iv) No dividend has been declared or paid by the Company during the period.
*Rights Issue fund utilisation certification fees have been classified as Exceptional Items and, accordingly, have not been included under Other Certification Fees.
49. During the financial year, Rights Issue Committee of the Board of Directors of Max India Limited ("the Company"), at its meeting held on May 23,2025, approved the allotment of 82,81,973 equity shares of face value Rs.10/-each at an issue price of Rs.150/-per share, including a premium of Rs. 140/-per share, aggregating Rs.124.23 crores, on a rights basis, pursuant to the terms and conditions specified in the Letter of Offer dated April 25, 2025.
Against the unutilised amount of Rs. 43.32 crores, Rs. 46.08 crores (including interest on matured fixed deposits which was reinvested) has been temporarily parked in fixed deposits with scheduled commercial banks, and balance of Rs. 0.006 crore in designated bank accounts.
There has been no deviation in the utilisation of proceeds from the objects stated in the Letter of Offer during the year.
50. During the financial year 2025-26, the Board of Directors of the Company approved on September 24, 2025, allotment of 36,19,594 Fully Convertible Warrants ("Warrants") at an issue price of Rs.222/- per Warrant, for an aggregate amount of Rs. 8,035.50 lakhs on a preferential basis, to the persons/entities belonging to the 'Promoter and Promoter Group' and 'Non-Promoter'. The Company has received 50% consideration of Rs.4,017.75 lakhs i.e. Rs. 111 per warrant in financial year 2025-26. Each Warrant is convertible into one fully paid-up Equity Share of Rs.10/- each on payment of the balance 50% of the total consideration. Out of the aforesaid proceeds, an amount of Rs. 4,000.00 lakhs has been invested in Antara Senior Living Limited as at March 31, 2026.
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