Maxposure Ltd

To

The Members,

Maxposure Limited

(previously known as Maxposure Media Group India Private Limited)

Your directors have pleasure in presenting their Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the period ended 31^st March 2024.

FINANCIAL RESULTS

The Company's financial performance on Standalone and Consolidated basis for the year under review along with previous year's figures are given hereunder:

Standalone Financial Performance (INR)

Consolidated Financial Performance (INR)

Note: The consolidate financial performance for the FY 2022-23 not applicable to the Company as Blue Bird Advertising Private Limited became Company's Wholly Owned Subsidiary w.e.f December 26th ' 2023.

STATEMENT OF COMPANY'S AFFAIR AND FUTURE OUTLOOK

During the year under review your Company has been able to live upon its expectations and has been able to generate strong Revenue and Profit figures as compared to the previous financial year 2022-23.

During the year under review, the Company posted Rs. 10,91,83,030/- Profit before Tax for the year as compared to Rs. 5,88,13,853/- in FY 2022-23.

During the financial year 2022-23, the Company has profit after tax Rs. 7,71,38,736/- as compared to Rs 3,96,51,860/- in FY 2022-23. Your Company has got listed on the platform of National Stock Exchange of India Limited (NSE) on January 23^rd, 2024.

Your Company has recently acquired a 40-year-old INS-accredited media buying/selling agency to strengthen its portfolio. on December 26^th, 2023. This strategic initiative will allow our company to expand its advertising vertical. Your company added Garuda Indonesia (A Skytrax Five Star Airline) its its client list for offering Inflight Entertainment services.

Your company's revenue increased by 48.72 % EBIT increased 61.73 % and PAT increased by 104.42 % compared to 2022-23. Further, the company's net worth increased from 30.13 Crores to 56.63 Crores.

PROSPECT FOR 2024-2025

Your company's vision is to be one of the first Indian Media & Entertainment Services company to operate at a global level and deliver high quality product & services from India to the world.

Expanding Content Marketing Business

Your company has strengthened its position in the content marketing domain with the renewal of its Digital Media Management Agency contract with the Madhya Pradesh Tourism Board. Maxposure Limited won this contract through a hight-competition tender process in 2020 and over the past three years, has played a pivotal role in shaping the digital footprint and expanding the reach of the Madhya Pradesh Tourism Board across social and digital platforms.

Your Company has a branding solutions project for two new F&B spaces for The Oberoi Resorts and Spa. Maxposure's win of a branding solutions contract is a strategic maneuver into the creative-branding services space, traditionally dominated by global agencies such as JWT, Ogilvy, and McCann in India. Maxposure, primarily known for its content marketing solutions, has now ventured into offering full-service creative branding, competing directly with well-established giants.

Your company was awarded the contract for social media management of the Science, Technology, and Technical Education Department, Government of Bihar in August 2024.

Your company continues our focus on content and digital marketing services across government and private clients.

Your company may explore for international acquisitions to expand its content marketing services foot print globally.

Expanding Inflight Entertainment Business

Your Company plans to start offering Inflight Entertainment services to airlines outside of India and plans to attend trade shows to establish relationships with airlines.

Your company may look for international acquisitions to expand its capabilities & service offerings which will assist it creating stickiness in its client relationship, thereby providing up-selling opportunities apart from newer revenue lines.

Technology Initiatives

AeroHub (Wireless Streaming Server) was one of the IPO objective, and your company has bagged two key clients in this segment and have filed has filed a patent for its latest cutting-edge innovation. Below is a summary.

(i) Your company won contract with Kenya Airways (KQ), a distinguished member of the Sky Team Alliance, for the installation of AeroHub PRO (Aircraft-powered wireless in-flight entertainment solution) on Kenya Airways' Boeing 737-800 fleet. It is a significant milestone aimed at transforming in-flight services and enhancing passenger experiences by providing the KQ guests an app-less access to high level encrypted KQ

cinema content offering on-board. By delivering a high-quality in-flight entertainment (IFE) experience infused with cutting-edge technology and operational efficiencies, the partnership is set to redefine industry standards for the airline. Kenya Airways went live in June this year.

(ii) Your company has secured the project to license its state-of-the-art software suite, SkyView, to Chrono Aviation, Quebec City. This innovative portal enables passengers onboard to enjoy inflight entertainment content on their personal devices by connecting to the wireless streaming server. SkyView has been successfully integrated into the wireless stream device produced by Chrono Aviation. Maxposure is proud to announce that the service went live in August this year.

(iii)Your company has filed a patent for its latest cutting-edge innovation: the Auto PA Pause in Wireless Inflight Entertainment (IFE) System Using Electromagnetic coil for its Wireless Media Streaming Server (WMSS); AeroHub PRO. This groundbreaking technology is designed to enhance the passenger experience by seamlessly integrating real-time PA announcement detection into inflight entertainment systems. This is a strict requirement of Civil Aviation bodies like DGCA, FAA & EASA.

No wireless streaming server manufacturer in the world has been able to solve this problem of achieving PA Pause without human intervention and direct wired connection with PA system. Different companies have tried using voice sensors, but these efforts failed as the sensors pick up any noise inside the aircrafts apart from Passenger announcements. Maxposure's AeroHub vertical has effectively cracked this problem. Your company will continue to expand its AeroHub hardware & Software services. This segment enjoys very high gross margins.

With millions of travel planning solutions being offered across various platforms in the world today, the traveller is often overwhelmed with information. Your Company is developing an application called Smart Trip Planner that will use content, Google Mapping, and on-ground expertise to offer travelers actual and live automated travel itineraries with unique experiences that can be shared, edited, and completely customized according to personal preferences. Your Company intends to license Smart Trip Planner to Tourism Boards, Travel websites, Travel portals in the near future. Madhya Pradesh Tourism has already shown interest in the platform and can be executed by early 2024.

Expanding the Business

Your Company had acquired the worldwide patents of Inviseo Tray Tables in 2019 and it plans to get certifications & manufacture tray tables for airlines in India & around the world in near future. An Inviseo table is an innovative and efficient advertising medium using neuromarketing insights to guarantee precise and relevant advertising on board aircraft.

Your company will continue to explore inorganic growth areas globally through acquisition route.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there has been no change in the nature of business of the Company. DIVIDEND

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

DATE TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of section 125(2) of Companies Act, 2013 do not apply as there was no Dividend declared and paid earlier year.

AMOUNTS TRANSFERRED TO RESERVES

No Amount has been transferred from Surplus in Profit & Loss Account to General Reserve during the previous year.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

During the period under review Blue Bird Advertising Private Limited became Company's Wholly Owned Subsidiary w.e.f December 26th ' 2023, details attached to Annexure-A.

A. The Authorized Share Capital of the Company as on 31st March, 2024 was: a. The Authorized Share Capital of the Company is Rs 24,50,00,000 (Rupees Twenty-Four Crores Fifty Lacs Only) divided into 2,45,00,000 (Two Crores Forty-Five Lacs Only) Equity shares of Rs 10 each.

B. The Paid-up Share Capital of the Company as on 31^st March, 2024 was: a. The Paid-up share capital of the Company is Rs. 22,74,09,500 (Rupees Twenty Two Crore Seventy-Four Lakhs Nine Thousand Five Hundred Only) divided into 2,27,40,950 (Two Crore Twenty Seven Lacs Forty Thousand Nine Hundred Fifty) Equity Shares of Rs. 10 each (Rupees Ten Only).

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued Equity Shares with Differential Rights as stated in Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014) for the Financial Year.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not provided any Stock Option Scheme to the employees as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any Sweat Equity Shares during the year under review as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 in the year under review.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any regulator(s) or Court(s) or Tribunal(s) impacting the going concern's status and Companies operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors confirm that all the systems, policies, procedures and frameworks which are currently operational within the Company are adequate for ensuring the orderly and efficient conduct of its business and adherence to the laws. They are in line with the best practices to the extent applicable to the company. The Audit Committee and the Board reviews internal control systems to ensure they remain effective and are achieving their intended purpose. Weaknesses, if any, are identified and new procedures are put in place to strengthen controls. The Company has also appointed an Internal Auditor as per the provisions of the Companies Act, 2013. The Company's internal audit process covers all significant operational areas and reviews the Process and Control. The Internal Auditor has authority to verify whether the policies and procedures, including financial transactions, are carried out in accordance with defined processes and variations and exceptions (if any) are justified and reported properly.

NUMBER OF BOARD MEETINGS

During the Financial Year under review, the Company had 13 (Thirteen) Board Meetings as follows:

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The Company has not given Guarantee during the Financial Year under review. The Company has also not given Loans to other Companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Contracts or arrangements made with related parties are on Arm's Length basis and in the Ordinary Course of Business as defined under Section 188 of the Companies Act, 2013 during the year under review. The details of Related Parties Transactions are given in Form AOC 2 as per Annexure-B attached to the Report.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Manish Pandey & Associates, Chartered Accountants (Firm Registration Number: 019807C), were appointed in the Annual General Meeting of the Company held on 30th September, 2023, as the Statutory Auditors of the Company for five years starting from financial year 2023-24. a) Statutory Auditors Reports The Auditors, Manish Pandey & Associates, Chartered Accountants have conducted the Statutory audit in fair and transparent manner for the financial year 2023-24 and given their report to the Board. b) Statutory Auditors Observations There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. Manish Pandey & Associates, Statutory Auditors in their report for FY 2023-24 c) Details of fraud report by Auditor The Statutory Auditors have not reported any incident of fraud during the financial year under review.

M/s Mamta Binani and Associates, Company Secretaries, (ICSI Unique Code: P2016WB060900 Peer Review Certificate No. 722/2020), have been appointed as Secretarial Auditor of the Company for the Financial Year 2023-2024. The Secretarial Audit Report received from the Secretarial Auditor is annexed to this report marked as Annexure – C and forms part of this report.

M/s Arun K Agarwal and Associates, Charted Accountants, (FRN 003917N) have been appointed as Internal Auditors of the company for the Financial Year 2023-2024.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3)(m) of the Companies Act, 2013 do not apply as the Company has no activity relating to conservation of energy or technology absorption, details of which are required to be furnished in this report.

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of as on 31^st March. 2024 :

Change in Directors and Key Managerial person during the year:-

During the year under consideration, following are changes in Board of Directors and Key Managerial personnel:

1. The appointment of Prakash Johari as Managing Director w.e.f 16/11/2023

2. The appointment of Sweta Johari as Whole-time director w.e.f 15/11/2023

3. The appointment of Massimo Angelo Antonio Monti as Non-Executive Director w.e.f 08/11/2023

4. The appointment of Jorge Luis Arauz and Dr. Torsten-Joern Klein as non-executive Independent Director w.e.f 08/11/2023

5. The appointment of Uma Shanker Joshi as Chief Finance Officer (CFO) and Sakshi Mishra as Company Secretary w.e.f. 6/11/2023

6. The appointment and resignation of Arun Malhotra from the post of directorship w.e.f 26/08/2023 & 08/11/2023 respectively.

COMMITTEES OF THE BOARD

There are currently Four Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders' Relationship Committee

III. Nomination and Remuneration Committee

IV. Internal Complaints Committee

AUDIT COMMITTEE

Constituted in Compliance with Section 177 of the Companies Act, 2013:

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

Scope and functions of the Committee:

The Scope and functions of the Audit Committee is in accordance with Section 177 of the Companies Act 2013 and includes the following:

a. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

b. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

c. Examination of the financial statement and the auditors' report thereon;

d. Approval or any subsequent modification of transactions of the company with related parties.

e. Scrutiny of inter-corporate loans and investments;

f. Valuation of undertakings or assets of the company, wherever it is necessary;

g. Evaluation of internal financial controls and risk management systems;

h. Monitoring the end use of funds raised through public offers and related matters.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

Constituted in Compliance with Section 178 of the Companies Act, 2013:

Company Secretary and Compliance Officer of the Company will act as secretary of the Nomination and Remuneration Committee. Scope and functions of the Committee: The Scope and functions of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act 2013 a n d includes the following: i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully; ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and iii. Remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

NOMINATION AND REMUNERATION COMMITTEE

Constituted in Compliance with Section 178 of the Companies Act, 2013:

Scope and functions of the Committee: The Scope and functions of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act which includes shall consider and resolve the grievances of security holders of the company

INTERNAL COMPLAINTS COMMITTEE

Scope and functions of the Committee: An Internal Complaints Committee is constituted for our Company by the Board to look into the matters concerning sexual harassment.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities. The Company circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time and the Company conduct an introductory familiarization program / presentation, when a new Independent Director comes on the Board of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013. Initial disclosure pursuant to Regulation 7(1) (b) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, has been submitted by the independent director of the Companies.

DISCLOSURE AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

Your company has paid remuneration as per the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and other matters of the Company is set out in the Management Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, forms part of this Annual Report as Annexure -D.

CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are applicable to our Company for F.Y 2023-2024 mentioned below: Rs. 4,95,000/- (Rupees Four lacs ninety-five thousand only) for the FY 2023-24 (had to be spent before 31.03.2024) towards CSR activities recognized under Schedule VII. Annexure- E attached.

CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 companies, which have listed their specified securities on SME Exchange, are exempted from compliance with corporate governance provisions. Since the equity shares of the company is listed exclusively on SME platform of BSE, the Company is exempted from compliance with corporate governance provisions, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable on the Company.

POLICY/VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company's code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2023-24, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at https://maxposuremedia.com. The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website https://maxposuremedia.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples of the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

This policy is applicable to employees, workers, volunteers, probationers and trainees including those on deputation, part time, contract, working as consultants or otherwise (whether in the office premises or outside while on assignment). This policy shall be considered to be a part of the employment contract or terms of engagement of the persons in the above categories. Where the alleged incident occurs to our employee by a third party while on a duty outside our premises the Company shall perform all reasonable and necessary steps to support our employee.

LISTING FEES

Listing Fee has been paid for the Financial Year 2023-2024.

MAINTENANCE OF COST RECORDS

The Board confirms that maintenance of cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013 is not required by the Company and accordingly, no such records have been made and maintained.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: a) In the preparation of the annual accounts for the financial period ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the profit of the Company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

DETAILS REGARDING CHANGES IS SHARE CAPITAL OF THE COMPANY a) The company has increased the Authorized Share Capital from 24,50,00,000/- divided into 22,90,00,000 Equity Shares of Rs. 1/- each and 1,60,00,000 10% Compulsory Convertible Preference Shares of 1/-each to 24,50,00,000/- divided into 2,29,00,000 Equity Shares of 10/- each and 16,00,000 10% Compulsory Convertible Preference Shares of 10/- each. b) The Company has issued and allotted Bonus shares in the ratio of 4:1 i.e. 4 (Four) fully paid-up equity shares for every 01 (One) equity share held amounting to Rs. 13,28,07,600 (Rupees Thirteen Crore Twenty-Eight Lakh Seven Thousand Six Hundred) which was capitalized out of the Securities Premium Account. c) The Company has issued, offered and allotted 61,40,000 (Sixty-one Lakh forty Thousand only) Equity Shares of face value Rs. 10/- (Rupees Ten only) each at a premium of Rs. 23/- (Rupees Twenty-three only) per share at a per share issue price of Rs. 33/- (Rupees Thirty-three only)

THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, there was no application made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review, there has been no one-time settlement of the loans.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.