Max Financial Services Announces Postal Ballot for Shareholder Approval on Capital Increase and Fund Raising

Max Financial Services Limited has announced a comprehensive postal ballot process to seek shareholder approval for several strategic corporate actions, as outlined in a notice dated April 9, 2026, and submitted to stock exchanges on April 10, 2026.

Key Resolutions for Shareholder Approval

The postal ballot encompasses four critical resolutions that will shape the company's capital structure and strategic partnerships. The remote e-voting facility, provided by National Securities Depository Limited, will be available from April 11, 2026, at 9:00 a.m. to May 10, 2026, at 5:00 p.m.

Authorized Share Capital Enhancement

The first resolution proposes increasing the company's authorized share capital from ₹70,00,00,000 (Rupees Seventy Crores only) divided into 35,00,00,000 equity shares to ₹75,00,00,000 (Rupees Seventy Five Crores only) divided into 37,50,00,000 equity shares. Each share maintains a face value of ₹2 (Rupees Two only), with the increase creating an additional 2,50,00,000 equity shares.

Parameter Current Structure Proposed Structure Authorized Capital ₹70,00,00,000 ₹75,00,00,000 Number of Shares 35,00,00,000 37,50,00,000 Face Value per Share ₹2 ₹2 Additional Shares Created - 2,50,00,000

Strategic Fund Raising Initiative

The second resolution seeks approval for raising funds up to ₹1,600 Crores (Rupees One Thousand Six Hundred Crores Only) through various instruments including equity shares and other eligible securities. The fund raising may be executed through qualified institutional placement or other permitted methods under applicable laws.

Fund Utilization Objectives

The primary purpose of the fund raise includes:

Investment in material subsidiary Axis Max Life Insurance Limited for capital augmentation and business growth support

General corporate purposes as permissible under applicable laws

The Board of Directors, in consultation with lead managers and advisors, will determine the specific terms, timing, and structure of the issuance. For qualified institutional placements exceeding ₹100 crores, a SEBI-registered credit rating agency will monitor fund utilization on a quarterly basis.

Axis Bank Partnership Modifications

The third resolution proposes partial modification of the September 27, 2023 resolution regarding arrangements with Axis Bank and its subsidiaries. Under the revised terms, Axis Bank Limited may subscribe to up to 2,50,56,200 equity shares of ₹10 each in Axis Max Life Insurance Limited, constituting 0.98% of AMLI's equity share capital for ₹389 Crores (Rupees Three Hundred and Eighty Nine Crores).

Transaction Details Specifications Subscribing Entity Axis Bank Limited Number of Shares 2,50,56,200 Face Value per Share ₹10 Equity Percentage 0.98% Investment Amount ₹389 Crores Target Shareholding Up to 19.99%

Related Party Transaction Approval

The fourth resolution addresses the material related party transaction between AMLI and Axis Bank Limited for the equity subscription. The transaction requires shareholder approval as it exceeds the materiality threshold under SEBI LODR Regulations, with the aggregate value of transactions with Axis Bank during financial year 2025-26 surpassing ₹1,892 crores.

The Audit Committee and Board of Directors have confirmed that this transaction is conducted in the ordinary course of business and at arm's length pricing, supporting AMLI's funding requirements and growth initiatives.

Voting Process and Timeline

Shareholders registered as of the cut-off date of April 3, 2026, are eligible to participate in the remote e-voting process. The company has engaged M/s Sanjay Grover & Associates, Company Secretaries, as the scrutinizer to ensure fair and transparent voting.

Key Dates Timeline Cut-off Date April 3, 2026 Notice Dispatch April 10, 2026 E-voting Commencement April 11, 2026, 9:00 a.m. E-voting Closure May 10, 2026, 5:00 p.m. Results Declaration On or before May 12, 2026

The results will be announced by May 12, 2026, and communicated to BSE Limited and National Stock Exchange of India Limited, where the company's shares are listed. All approved resolutions will be deemed passed on the last date of remote e-voting, May 10, 2026.

Max Financial Services Limited has announced strategic decisions through its board meeting held on April 9, 2026. The company has cut its capital infusion target from ₹2,000 crores to ₹1,600 crores, representing a significant adjustment to the original funding strategy, while also approving the relocation of its registered office.

Revised Capital Structure

The board's decision reflects a recalibrated approach to capital requirements following Axis Bank Limited's proposed infusion of share capital of up to ₹389 crores in Axis Max Life Insurance Limited to meet funding requirements. This adjustment demonstrates the company's flexible approach to capital management and strategic planning.

Parameter: Details Original Capital Plan: ₹2,000 crores Revised Capital Plan: ₹1,600 crores Reduction Amount: ₹400 crores Percentage Reduction: 20% Board Meeting Date: April 9, 2026

Registered Office Relocation Approved

The board has approved the shifting of the company's registered office from Punjab to Haryana, effective April 13, 2026. This decision follows the approval received from the Regional Director, Northern Region, Chandigarh, Ministry of Corporate Affairs dated February 17, 2026.

Relocation Details: Information Current Address: Bhai Mohan Singh Nagar, Railmajra, Nawan Shehar, Punjab New Address: Plot no. 90-C, Sector – 18, Urban Estate, Gurugram, Haryana Effective Date: April 13, 2026 Approval Authority: Regional Director, Northern Region, MCA

Previous Equity Issuance Framework

The company had previously disclosed that the Board of Directors of Axis Max Life Insurance Limited approved a capital infusion proposal involving the issuance of equity shares to Axis Bank Limited for up to ₹389 crores. All other terms and conditions of the approval accorded by the board on March 12, 2026 remain unchanged and continue to be valid and effective.

Transaction Details: Specifications Shares Issued: 2,50,56,200 equity shares Face Value: ₹10.00 per share Issue Price: ₹151.90 per share Share Premium: ₹141.90 per share Valuation Method: Discounted cash flow method

Strategic Implications

The reduction in capital infusion amount suggests a more conservative approach to funding requirements, while the registered office shift to Gurugram positions the company closer to the National Capital Region's financial hub. These decisions align with the company's ongoing efforts to maintain efficient capital structure and operational optimization while supporting growth initiatives.

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