Max Financial Services Board Approves Rs. 389 Crore Equity Share Issuance by Axis Max Life to Axis Bank

Max Financial Services Limited has disclosed that the Board of Directors of Axis Max Life Insurance Limited has approved a significant capital infusion proposal. The board considered raising funds through the issuance of equity shares to Axis Bank Limited for an aggregate investment of up to Rs. 389 crores.

Transaction Details

The proposed equity issuance involves specific financial parameters and shareholding arrangements. Axis Max Life will issue equity shares of Rs. 10 each to Axis Bank Limited, with the transaction structured as a preferential allotment in accordance with applicable laws including Sections 42 and 62 of the Companies Act, 2013.

Parameter Details Total Shares to be Issued 2,50,56,200 equity shares Face Value per Share Rs. 10.00 Issue Price per Share Rs. 151.90 Share Premium Rs. 141.90 per share Total Investment Amount Rs. 389 crores Valuation Method Discounted cash flow method

Shareholding Structure Post-Transaction

Upon completion of the proposed infusion, the shareholding pattern of Axis Max Life will undergo changes. Axis Bank, along with Axis Capital Limited and Axis Securities Limited, will collectively hold 19.99% of the equity share capital, while Max Financial Services Limited's shareholding will be approximately 80.01%.

Entity Pre-Issue Shares Pre-Issue % Shares to be Allotted Post-Issue Shares Post-Issue % Axis Bank Limited 33,44,60,446 16.22% 2,50,56,200 35,95,16,646 17.23% Axis Capital Limited 3,83,76,257 1.86% Nil 3,83,76,257 1.84% Axis Securities Limited 1,91,88,128 0.94% Nil 1,91,88,128 0.92% Total Axis Entities 39,20,24,831 19.02% 2,50,56,200 41,70,81,031 19.99%

Regulatory and Strategic Context

The transaction aligns with existing agreements among the company stakeholders, including Max Financial Services Limited, Axis Bank, and other shareholders. Under these agreements, Axis Shareholders have the right to purchase equity shares equivalent to 0.98% of Axis Max Life's equity share capital to maintain their holding up to 19.99%. Axis Bank has received the requisite approval from the Reserve Bank of India for this capital infusion.

Approvals and Next Steps

The proposed infusion is subject to approval from the shareholders of Axis Max Life and all other necessary corporate approvals. The fair market value of the shares has been determined by Registered Valuers and Category 1 Merchant Bankers using the discounted cash flow method as per extant regulations. This capital infusion will help Axis Max Life meet its funding requirements to support future growth initiatives.

Max Financial Services Limited has announced the retirement of Independent Director K. Narasimha Murthy (DIN: 00023046) upon completion of his tenure on March 29, 2026. The retirement comes after shareholders rejected the proposal for his re-appointment at the company's Annual General Meeting.

Director Tenure and Re-appointment Proposal

Murthy was initially appointed as an Independent Director for a five-year term from March 30, 2021 to March 29, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board had approved his re-appointment for a second consecutive five-year term from March 30, 2026 to March 29, 2031, subject to shareholder approval.

Shareholder Voting Results

At the 37th Annual General Meeting held on September 18, 2025, shareholders voted on the special resolution for Murthy's re-appointment. The voting results showed insufficient support for the proposal:

Voting Parameter: Details Votes in Favor: 66.77% Required Majority: 75% Resolution Status: Rejected Meeting Date: September 18, 2025

The resolution fell short of the requisite 75% majority required for passing a special resolution, leading to its rejection.

Retirement Details

Following the unsuccessful re-appointment vote, Murthy will retire as an Independent Director at the close of business hours on March 29, 2026. The company has filed the necessary disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Retirement Parameters: Details Director Name: K. Narasimha Murthy DIN: 00023046 Retirement Date: March 29, 2026 Reason: Completion of tenure Current Term: March 30, 2021 to March 29, 2026

Board Acknowledgment

The Board and Management of Max Financial Services have extended their appreciation for Murthy's valuable contributions during his association with the company. The retirement represents a standard corporate governance process following the completion of an Independent Director's tenure and unsuccessful re-appointment approval.

The disclosure has been made pursuant to regulatory requirements and has been communicated to both BSE Limited and National Stock Exchange of India Limited as per standard compliance procedures.

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