Max Financial Services Limited — Proxy Solicitation & Information Statement 2023

Aug 26, 2023

August 26, 2023

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BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex, Dalal Street Bandra (East) Mumbai – 400 021 Mumbai – 400 051

Scrip Code: 500271 Scrip Code: MFSL

Dear Sir/ Madam,

Sub: Submission of Notice of Postal Ballot

We herewith attach the Notice of Postal Ballot (including instructions for e-voting), being sent to the shareholders of the Company, to obtain their consent and approval on the following matters as set out in Notice of Postal Ballot by way of remote e-voting:

1. Approval for variance of terms and conditions of the arrangements with Axis Bank and its subsidiaries with respect to Max Life Insurance Company Limited (Special Resolution); and

2. Approval for material related party transactions between Max Life Insurance Company Limited (“Max Life”), a material subsidiary of the Company and its related party, viz., Axis Bank Limited for subscription of equity shares of Max Life by Axis Bank Limited, on a preferential allotment basis aggregating to INR 1611,99,99,943/- (Rupees One Thousand Six Hundred and Eleven Crores Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Forty Three) (Ordinary Resolution). The details of the calendar of events for the Postal Ballot are as follows:

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Sl. Event Date
No.
1. Voting rights reckoning date/ Cut-off date 25.08.2023
2. Last Date of Completion of dispatch of Postal Ballot notice 28-08-2023
3. Voting period Start Date 29-08-2023
4. Voting period End Date 27-09-2023
5. Date of Submission of Scrutinizer's Report 28-09-2023
6. Date of Announcement of Results of Postal Ballot 28-09-2023
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You are requested to take the aforesaid on record.

Thanking you,

Yours faithfully

for Max Financial Services Limited

PIYUSH SONI Piyush Soni

Digitally signed by PIYUSH SONI DN: c=IN, o=Personal, pseudonym=8dd0cddff2ef195403957ee938e595bb, 2.5.4.20=bfd6755985f67f4a853852181c0a856a4323027b9e4 fb25340aeda6e9ae4a361, postalCode=482001, st=MADHYA PRADESH, serialNumber=256dce49fca826b6e56b9b5468a1ed6c030eb c32e2ba7933bef4cf28009b0f53, cn=PIYUSH SONI Date: 2023.08.26 16:13:28 +05'30'

Company Secretary & Compliance Officer

Encl: As above

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MAX FINANCIAL SERVICES LIMITED

(CIN: L24223PB1988PLC00 8 031) Registered Office: Bhai Moh a n Singh Nagar Railmajra,Tehsil Balachaur District Nawanshahr, Punjab – 144 533 Tel: 01881-462000,462001 F a x: 01881-273607 www.maxfinancialservices.com E-mail: investorhelpline@ma x india.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below)

To

The Members,

Notice is hereby given pursuant to the provisions of Section 108, 110 and all other applicable provisions of the Companies Act, 2013 (the “ Act ”), read with Rule 20 an d 22 of the Companies (Management and Adminis t ration) Rules, 2014 (the “ Rules ”), Reg u lation 44 and other applicable provisions, if any, o f the Securities and Exchange Board of In d ia (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Re g ulations’’), Secretarial Standard – 2 on General Me e tings issued by the Institute of Company Se c retaries of India (“SS2”), various applicable circul a rs issued by Securities and Exchange Boar d of India, from time to time, and subject to other a p plicable laws, rules andregulations, if any including any statutory modifications,clarification(s), a mendments or re-enactments thereof for the time being in force and other applicable laws an d regulations, if any, for seeking approval o f the members by way of Special/ Ordinary Resoluti o n for the matters as considered in the resol u tions appended below through postal ballot only by m eans of remote e-voting (“ Postal Ballot ”).

The Members of the Compa n y may note that the Ministry of Corporate Affairs (the “ MCA ”) vide its General Circular No. 14/ 2 020 dated April 8, 2020 read with Gener a l Circular No.17/2020 dated April 13, 2020, No. 2 2 /2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated De c ember 31, 2020, No. 10/21dated June 23, 2 021, No. 20/21 dated December 08, 2021, No. 03/ 2 022 dated May 5, 2022, No. 11/22 dated D e cember 28, 2022 and other applicable circulars ( t he “ MCA Circulars ”)have allowed the c o mpanies to take all decisions requiring members approval, other than items of ordinary busin e ss or business where any person has a right to be heard, through the mechanism of po s tal ballot/ e-voting in accordance with the provisio n s of the Act and the Rules, without holding a general meeting that requires physical presence o f members at a common venue.

The Board of Directors of the Company proposes to obtain the consent o f the members by way of Postal Ballot for the m a tters as considered in the Resolutions a ppended below. The Explanatory Statement purs u ant to Section 102 of the Act pertaining to the said Resolutions, setting out material facts a n d the reasons for the Resolutions, are also annexed. You are requested to peruse the pr o posed Resolutions, along with the Expla n atory Statement, and thereafter record your assen t or dissent by means of remote e-voting f a cility provided by the Company.

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In accordance with the said M CA Circulars, SS-2 and applicable provisio n s of the Act and SEBI LODR Regulations, this Post a l Ballot Notice is being sent in electronic m o de to members whose e-mail address is registere d with the Company or the Depository P articipant(s) and the communication of assent / dissent of the memberswill only take place t hrough the remote e- voting facility being offered b y the Company. This Notice is accordingly being issued to the members in compliance with t he MCA Circulars.

Special Business

Item No 1:

To consider and if thought fit, to pass, the following Resolution as a Special Resolution for variance of terms and conditions of the arrangements with Axis Bank and its subsidiaries with respect to Max Life Insurance Company Limited:

“ RESOLVED THAT , in furth e rance to thespecial resolution passed by t h e shareholders of the Company through postal ball o t process on June 16, 2020, and applicable provisions, if any, of the Companies Act, 2013 r e ad with the rules made thereunder (including any amendments, statutory modification(s) and / or re-enactment thereof for the time bein g in force) (hereinafter referred to as the ‘ Act ’), a p plicable provisions of Securities and Exc h ange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘SEBI LODR Regulati o ns’), and any other rules, regulations, g u idelines, notifications, circulars and clarifications is s ued by the Government of India and subj e ct to such approvals, permissions, sanctions and consents as may be necessary, includin g approvals from the Insurance Regulatory and D evelopment Authority of India, Pension Fund Regulatory and Development Authority of Ind i a and the Competition Commission of India a nd on such terms and conditions (including any alt e rations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, san c tions and consents as the case may be) imposed b y any regulatory authorities, which may be a ccepted by the Board of Directors of the Company (hereinafter referred to as ‘ Board ’ which te r m shall be deemed to include any duly constituted / to be constituted Committee of Directors thereof to exercise its powers including powers con f erred under this resolution), the consent, authority and approval of the members of the Compan y be and is hereby granted to the Board to t ake all requisite steps as it may deem expedient t o enable Axis Bank Limited (‘ Axis Bank’ ) and/or its affiliates to acquire upto 7% (Seven per c ent) of the equity share capital of Max Lif e Insurance Company Limited (‘ Max Life’ ), a m a terial subsidiary of the Company throu g h a combination of (i) subscription to up to 1 4 ,25,79,161 (Fourteen Crore Twenty Five Lakhs Seventy Nine Thousand One Hundred Sixty One Only) equityshares of Rs. 10/- (Rup e es Ten) each of Max Life on a preferential allotment basis for an investment am o unt aggregating to INR 16,11,99,99,943/- (Rup e es One Thousand Six Hundred and Elev e n Crores Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Forty Three), and (ii) s e condary acquisition of upto 2,02,53,366 (Two Cror e s Two Lakhs Fifty Three Thousand Thr e e Hundred Sixty Six) equity shares of Max Life, d irectly or indirectly, through one or more tranches, constituting 0.98% (point Nine Eight per c ent) equity share capital (post issuance of 6.02% shares) of Max Life from the Company withi n 42 (Forty Two) months from the Closing Date, i.e., April 6, 2021, to the end and intent that Axis Bank and/or its affiliates own upto 20% ( T wenty percent) of the paid up equity share capital o f Max Life as further captured in the explan a tory statement and on

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such terms and conditions a s mutually agreed amongst all the partie s including Axis Bank and/or its affiliates, the Comp a ny and Max Life including the following:

• (a) 5 (Five) nominee di r ectors of Axis Bank and 3 (Three) no m inee directors of the Company on the Boa r d of Max Life;

• (b) Quorum rights for Axis Bankwith participation of 2 (Two) direct o rs nominated by Axis Bankand 1 (One) d irector nominated by the Companyin terms of the definitive agreements executed amongst the parties;

• (c) Affirmative voting ite m s (AVIs) for Axis Bankand the Company (‘MFSL AVI Matter’). In relation to the MFSL A VI Matters, the Company has the right to conduct discussions with Axis Bank on any M FSL AVI matter on which it disagrees. In case of continued disagreement after t w o rounds of discussions, Axis Bank will ha v e the right to proceed with the matter, in a c cordance with the terms of the definitive agreements executed amongst the parties;

• (d) Axis Bankwill have th e right to appoint the Chairman ofthe Board o f Max Life; and (e) The shares held by t h e Axis Bank, Axis Securities Limited and A xis Capital Limited in Max Life will be sub j ect to regulatory lock-ins and with transf e rability restrictions to certain identified pers o ns.

“ RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised on behalf of the Company to agree, accept a n d negotiate/finalize all such terms, condition(s), mo d ification(s) and alteration(s) of Share Purch a se Agreement, Share Shareholders’ Agreement an d / or any other transaction documents, to finalize and execute all such agreements, deeds, d o cuments and writings, to file application( s ) and seek requisite approvals from the relevant authorities, including governmental authori t ies, etc. and to do all such acts, deeds, matters a nd things as the Board may, in its abs o lute discretion, deem necessary or desirable for su c h purpose, take necessary steps as the Bo a rd may in its absolute discretion deem necessary, d esirable or expedient to give effect to this r e solution, and to settle any question that may arise i n this regard and incidental thereto, without being required to seek any further consent or appr o val of the Company or otherwise to the e n d and intent that the Company shall be deemed to have given their approval thereto expressly by the authority of this resolution.

“RESOLVED FURTHER THAT the Board be and is hereby authorised t o delegate all or any of its powers conferred upon it by this resolutionto any officer(s) or auth o rized signatory(ies) to give effect to this resolution including execution of any documents on b ehalf of the Company and to represent the Compa n y before any governmental or regulatory au t horities and to appoint any professional advisors, b a nkers, consultants, advocates and advisor s to give effect to this resolution and further to tak e all others steps which may be incidental, c onsequential, relevant or ancillary in this regard.”

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Item No 2:

To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution regarding the material related party transactions between Max Life Insurance Company Limited (“Max Life”), a material subsidiary of the Company and its related party, viz., Axis Bank Limitedfor subscription of equity shares of Max Life by Axis Bank Limited, on a preferential allotment basis aggregating to INR 1611,99,99,943/- (Rupees One Thousand Six Hundred and Eleven Crores Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Forty Three)

“RESOLVED THAT pursu a nt to Regulation 23 and other applicable regulations of the Securities and Exchange B o ard of India (Listing Obligations and Dis c losure Requirements) Regulations, 2015, the appli c able provisions of the Companies Act, 2013 read with the relevant rules made thereunder and a ny other applicable laws (including any st a tutory amendment(s), modification(s), variation(s) o r re-enactment(s) thereto, for the time bein g in force), as may be applicable from time to time, and pursuant to the recommendation of th e Audit Committee and of the Board of Directors of t h e Company, approval of the members of t h e Company be and is hereby accorded to Max Life Insurance Company Limited (‘Max Life’), a material subsidiary of the Company, for issuance o f upto14,25,79,161 (Fourteen Crore Twen t y Five Lakhs Seventy Nine Thousand One Hundre d Sixty One Only) equityshares of Rs. 10/(Rupees Ten) each of Max Life, on a preferential allotment basis for an investment amou n t aggregating to INR 1611,99,99,943/- (Rupees O n e Thousand Six Hundred and Eleven Cro r es Ninety Nine Lakhs Ninety Nine Thousand Nine H undred and Forty Three) to Axis Bank Limit e d, a related party and promoter of Max Life in acco r dance with the Companies Act, 2013 and th e rules and regulations prescribed by the Insurance Regulatory and Development Authority of I n dia, as detailed in the explanatory statement annex e d to this notice, notwithstanding the fact th a t the aggregate value of such transactions, either i n dividually or taken together with previous transactions during the financial year 2023-24 and u p to the date of next annual general meeting of the Company to be held in the year 2024 may e xceed Rs. 10,00,00,00,000 (One Thousand Crore) or 10% (Ten percent) of the annual cons o lidated turnover of the Company as per th e last audited financial statements of the Company, whichever is lower or such other threshold, as may be prescribed from time to time, provided h owever, that the said contracts/ arrangem e nts/ transactions shall be carried out on an arm’s le n gth basis and in the ordinary course of bu s iness by Max Life and Axis Bank Limited.”

“RESOLVED FURTHER THAT the Board of Directors of the Comp a ny be and is hereby authorized to take all such a ctions as it may deem expedient in this r e gard and to settle all questions, difficulties or dou b ts that may arise in this regard, as it may i n its sole and absolute discretion deem fit and to d o all such acts, deeds, matters and things a s may be considered necessary and appropriate a nd to delegate all or any of its powers h e rein conferred to any Committee(s)/ Director(s)/ Of f icer(s) of the Company, to give effect to this resolution.”

Place: Noida, U.P. Date: August 25, 2023

By Order of the Board For Max Financial Services Limited -SdPiyush Soni Company Secretary Membership No. ACS - 39924

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Regd. Office: Bhai Mohan Si n gh Nagar, Railmajra, Tehsil Balachaur, D ist. Nawanshahr Punjab – 144 533

NOTES

1. A Statement pursuant to Section 102(1) and 110 of the Actread with rules, SS-2 and the applicable provisions of the SEBI LODR Regulations setting o ut material facts and reasons for the prop o sed matter relating to the Special Busine s s to be transacted is annexed hereto and f o rmspart of the Notice.

2. As per Section 108, 110 and other applicable provisions of the Act read with Rule 20 & 22 of the Rules, cut-o f f date for the purpose of reckoning the voti n g rights and sending the Notice is Friday, A ugust 25, 2023(“Cut-off date”). A person who is not a member as on the Cut-off date sh o uld treat the Notice for information purpose only.

3. In line with the MCA C irculars, the Notice is being electronically s e nt to all the Members of the Company, wh o se name appear on the Register of Me m bers/List of Beneficial Owners) and whose email addresses are registered with the Company or with the depository(ies) / depo s itory participants asonthe cut-off date. It is however, clarified that all members of the C o mpany as onthe closure of cut-off date (in c luding those members who may not have re c eived this Notice due to non-registration of t heir email IDs with the Company or the De p ositories) shall be entitled to vote in rela t ion tospecified in this Notice. As per the M C A Circulars, physical copy of the Notice, P ostal Ballot Form and pre-paid business re p ly envelope are not being sent to the M e mbers for this Postal Ballot. Company is p r oviding facility for voting by electronic me a ns (e-voting) and the business may be tran s acted through such e-voting only.

The Notice shall also be uploaded on the website of the Company (www.maxfinancialse r vices.com), on the website of National Securities Depository Limited ("NSDL"), at www.evoting.nsdl.com and on the websi t es of National Stock Exchange of India Li m ited (www.nseindia.com) and BSE Limited ( w ww.bseindia.com).

1. Members who have n o t registered their e-mail addresses with either the Company or the Depositories are requ e sted to register the same with the Compan y or the Depositories in accordance with the process specified herein below at point no 9( b ).

2. Voting rights will be r e ckoned on the paid-up value of shares registered in the name of the member as on C ut-off date (i.e. Friday, August 25, 2023). Only those members whose names are re c orded in the Register of Members of the C o mpany or in the list of Beneficial Owners m a intained by the Depositories as on that date will be entitled to cast their votes by e-voting. Voting rights in the e-voting cannot be exe r cised by a proxy.

3. The dispatch of the N otice shall be deemed to be completed on August 28, 2023, i.e., the day on which NS D L sends out the communication for the po s tal ballot process by e mail to the members o f the Company.

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1. The e-voting shall c o mmence on Tuesday, August 29, 2023 a t 9.00 A.M. (IST) and endon Wednesday, S e ptember 27, 2023 at 05.00 P.M. (IST). Th e e-voting module shall be disabled by NSD L for voting thereafter. During this period, the members of the Company (including t h ose members who may not have received t he Notice due to nonregistration of their e m ail address with the Company or the Depo s itories) holding shares in physical form or d e materialized form as on the Cut-off date (i.e. August 25, 2023), may cast their vote b y electronic means in the manner as set o ut here in Note No. 9 below. Once the vote is cast on the resolutionsby the member, th e member shall not be allowed to change the same subsequently.

2. The documents refer r ed to in accompanying notice and explanat o ry statement, if any, shall be open for in s pection at the Registered Office and Co r porate Office of the Company without an y fee on all working days (i.e. excluding, Sat u rdays, Sundays and public holidays) bet w een 1100 hours (IST) to 1300 hours (IST) from the date of dispatch of notice upt o the date of declaration of results of postal b allot. The documents shall be available for inspection through electronic mode,only on the requests sent by the members on Com p any’s e-mail id: investorhelpline@maxindia.com

9. Procedure for remote e-voting

In compliance with p r ovisions of Section 108 of the Act, Rule 20 of the Rules and Regulation 44 of the SEBI LODR Regulations and SS-2, the C o mpany is pleased to provide its members t he facility to exercise their right to vote thr o ugh Postal Ballot by electronic means (‘re m ote e-voting’). For this purpose, the Co m pany has availed e- Voting Services provi d ed by National Securities Depository Limit e d (‘NSDL’).

1. The instructions and other information relating to e-voting are as under:

Steps for vote electronically using NSDL e Voting system

The way to vote electronica l ly on NSDL e-Voting system consists of “ T wo Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular d a ted December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shar e holders holding securities in demat mod e are allowed to vote through their demat account maintained with Depositories and D e pository Participants. Shareholders are advised to u pdate their mobile number and email Id in t h eir demat accounts in order to access e-Voting facil i ty.

Login method for Individual s h areholders holding securities in demat mod e is given below:

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Type of shareholders Login Method
Individual Shareholders 1. If you are already registered for NSDL IDeAS facility , please
holding securities in visit the e-Services website of NSDL. O pen web browser by
demat mode with NSDL. typing the following URL: https://eservic e s.nsdl.com/ either on
a Personal Computer or on a mobile. O n ce the home page of
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2 3 4 e-Services is launched, click on the“Be under “Login” which is available under“ID screen will open. You will have to ent Password. After successful authenticatio see e-Voting services. Click on “Access Voting services and you will be able to se on options available against company service provider - NSDLand you will b e-Voting website for casting your vote Voting period. . If the user is not registered for IDeAS register is available athttps://eservi “Register Online for IDeAS” P https://eservices.nsdl.com/SecureWeb/Ide . Visit the e-Voting website of NSDL.O typing the following URL:https://www.ev on a Personal Computer or on a mobile. of e-Voting system is launched, click ont is available under ‘Shareholder/Member’ will open. You will have to enter your Use digit demat account number held withN and a Verification Code as showno successful authentication, you will be Depository site wherein you can see e-V options available against company name provider - NSDLand you will be redirect of NSDL for casting your vote during period. . Shareholders/Members can also downlo “NSDL Speede” facility by scanning the below for seamless voting experience. 1. Existing users who have opted for Eas login through their user id and password available to reach e-Voting page authentication. The URL for users to logi https://web.cdslindia.com/myeasi/home/l www.cdslindia.comand click on New Sys 2. After successful login of Easi/Easiest the neficial Owner”icon eAS”section. A new er your User ID and n, you will be able to to e-Voting” under e- e e-Voting page. Click name ore-Voting e re-directed to NSDL during the remote e- e-Services, option to ces.nsdl.com. Select ortal or click at asDirectReg.jsp pen web browser by oting.nsdl.com/either Once the home page he icon “Login” which section. A new screen r ID (i.e. your sixteen SDL), Password/OTP n the screen. After redirected to NSDL oting page. Click on ore-Voting service ed to e-Voting website the remote e-Voting ad NSDL Mobile App QR code mentioned i / Easiest, they can . Option will be made without any further n to Easi / Easiest are ogin or tem Myeasi. user will be also able

Individual Shareholders holding securities in demat mode with CDSL

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Y a N s re a o p N jo to see the E Voting Menu. The Menu Voting service provider i.e. NSDL. C your vote. 3. If the user is not registered for Easi/Eas is available at: https://web.cdslindia.com/myeasi/Registr 4. Alternatively, the user can directly acce providing demat Account Number andP www.cdslindia.comhome page. The sy the user by sending OTP on registere recorded in the demat Account authentication, user will be provided lin ESP i.e.NSDLwhere the e-Voting is inp ou can also login using the login crede ccount through your Depository Partici SDL/CDSL for e-Voting facility. Once logi ee e-Voting option. Once you click on e-Vot directed to NSDL/CDSL Depositorys uthentication, wherein you can see e-Vot ptions available against company name rovider-NSDLand you will be redirectedt SDL for casting your vote during the remo ining virtual meeting & voting during the mee will have links ofe- lick onNSDLto cast iest, option to register ation/EasiRegistration ss e-Voting page by AN No. from a link in stem will authenticate d Mobile & Email as . After successful ks for the respective rogress. ntials of your demat pant registered with n, you will be able to ing option, you will be ite after successful ing feature. Click on ore-Voting service o e-Voting website of te e-Voting period or ting.

Individual Shareholders (holding securities in demat mode) login through their depository participants

Important note: Member s who are unable to retrieve User ID/ Passw o rd are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **	H elpdesk details
Individual Shareholders holding securities in demat mode with NSDL	M h f M h h 0 embers facing any technical issue in log elpdesk by sending a request atevoting@ ree no.: 1800 1020 990 and 1800 22 44 30 embers facing any technical issue in log elpdesk by sending a request at: elpdesk.evoting@cdslindia.comor contact 22-23058542-43 in can contact NSDL nsdl.co.inor call at toll in can contact CDSL at 022- 23058738 or
Individual Shareholders holding securities in demat mode with CDSL

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting websi t e of NSDL. Open web browser by typi n g the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a m obile.

2. Once the home page of e-Voting system is launched, click on th e icon “Login” which is available under ‘Sharehol d er/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDE A S, you can log-in at https://eservices.nsdl.com / with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and yo u can proceed to Step 2 i.e. Cast your vote electro n ically.

4. Your User ID details are given below:

B) Login Method for shareh demat mode and sharehold How to Log-in to NSDL e-Vo 1. Visit the e-Voting websit https://www.evoting.nsdl.c 2. Once the home page of available under ‘Sharehold 3. A new screen will open. Verification Code as show Alternatively, if you are https://eservices.nsdl.com/ eservices after using your i.e. Cast your vote electron 4. Your User ID details are g olders other than Individual shareholders ers holding securities in physical mode. ting website? e of NSDL. Open web browser by typin om/either on a Personal Computer or on am e-Voting system is launched, click on the er/Member’ section. You will have to enter your User ID, your n on the screen. registered for NSDL eservices i.e. IDEA with your existing IDEAS login. Once log-in credentials, click on e-Voting and you ically. iven below: holding securities in g the following URL: obile. icon “Login” which is Password/OTP and a S, you can log-in at you log-in to NSDL can proceed to Step 2	B) Login Method for shareh demat mode and sharehold How to Log-in to NSDL e-Vo 1. Visit the e-Voting websit https://www.evoting.nsdl.c 2. Once the home page of available under ‘Sharehold 3. A new screen will open. Verification Code as show Alternatively, if you are https://eservices.nsdl.com/ eservices after using your i.e. Cast your vote electron 4. Your User ID details are g olders other than Individual shareholders ers holding securities in physical mode. ting website? e of NSDL. Open web browser by typin om/either on a Personal Computer or on am e-Voting system is launched, click on the er/Member’ section. You will have to enter your User ID, your n on the screen. registered for NSDL eservices i.e. IDEA with your existing IDEAS login. Once log-in credentials, click on e-Voting and you ically. iven below: holding securities in g the following URL: obile. icon “Login” which is Password/OTP and a S, you can log-in at you log-in to NSDL can proceed to Step 2	B) Login Method for shareh demat mode and sharehold How to Log-in to NSDL e-Vo 1. Visit the e-Voting websit https://www.evoting.nsdl.c 2. Once the home page of available under ‘Sharehold 3. A new screen will open. Verification Code as show Alternatively, if you are https://eservices.nsdl.com/ eservices after using your i.e. Cast your vote electron 4. Your User ID details are g olders other than Individual shareholders ers holding securities in physical mode. ting website? e of NSDL. Open web browser by typin om/either on a Personal Computer or on am e-Voting system is launched, click on the er/Member’ section. You will have to enter your User ID, your n on the screen. registered for NSDL eservices i.e. IDEA with your existing IDEAS login. Once log-in credentials, click on e-Voting and you ically. iven below: holding securities in g the following URL: obile. icon “Login” which is Password/OTP and a S, you can log-in at you log-in to NSDL can proceed to Step 2	B) Login Method for shareh demat mode and sharehold How to Log-in to NSDL e-Vo 1. Visit the e-Voting websit https://www.evoting.nsdl.c 2. Once the home page of available under ‘Sharehold 3. A new screen will open. Verification Code as show Alternatively, if you are https://eservices.nsdl.com/ eservices after using your i.e. Cast your vote electron 4. Your User ID details are g olders other than Individual shareholders ers holding securities in physical mode. ting website? e of NSDL. Open web browser by typin om/either on a Personal Computer or on am e-Voting system is launched, click on the er/Member’ section. You will have to enter your User ID, your n on the screen. registered for NSDL eservices i.e. IDEA with your existing IDEAS login. Once log-in credentials, click on e-Voting and you ically. iven below: holding securities in g the following URL: obile. icon “Login” which is Password/OTP and a S, you can log-in at you log-in to NSDL can proceed to Step 2
	Manner of ho shares i.e.Demat ( or CDSL) or Physica lding NSDL l	Your User ID is:
	a) For Members who shares in demat ac with NSDL. hold count	8 Character DP ID followed by 8 Dig For example if your DP ID is IN30 12**then your user ID is IN300* it Client ID 0 and Client ID is 12*.
	b) For Members who shares in demat ac with CDSL. hold count	16 Digit Beneficiary ID For example if your Beneficiary ID i your user ID is 12** EVEN Number followed by Folio Nu the Company. For example, if folio number is0 101456 thenuser ID is101456001** s 12** then mber registered with 01 and EVEN is .
	c) For Members h shares in Physical Fo olding rm.
5. Password details for sh (a) If you are already re login and cast your (b) If you are using NSD ‘initial password’ which password’, you need t change your password (c) How to retrieve you (i) If your email ID is reg password’ is communic NSDL from your mailbo the .pdf file. The passw last 8 digits of client ID The .pdf file contains yo (ii) If your email ID is not those shareholders w areholders other than Individual shareholder gistered for e-Voting, then you can user you vote. L e-Voting system for the first time, you will was communicated to you. Once you retrie o enter the ‘initial password’ and the system . r ‘initial password’? istered in your demat account or with the ated to you on your email ID. Trace thee x. Open the email and open the attachme ord to open the .pdf file is your 8 digit clien for CDSL account or folio number for shares ur ‘User ID’ and your ‘initial password’. registered, please follow steps mentioned hose email ids are not registered s are given below: r existing password to need to retrieve the ve your ‘initial will force you to company, your ‘initial mail sent to you from nt i.e. a .pdf file. Open t ID for NSDL account, held in physical form. below inprocess for

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1. If you are unable to r e trieve or have not received the “Initial pass w ord” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holdin g shares in your demat account with NSD L or CDSL) option available on www.evoting . nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available o n www.evoting.nsdl.com.

4. c) If you are still un a ble to get the password by aforesaid two o p tions, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your n a me and your registered address etc.

5. d) Members can als o use the OTP (One Time Password) bas e d login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditio n s” by selecting on the check box.

7. Now, you will have to click on “Login” button. 9. After you click on the “Log i n” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e Voting system.

How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of co m pany for which you wish to cast your vot e during the remote e- Voting period.

3. Now you are ready fo r e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or di s sent, verify/modify the number of shares for which you wish to cast your vote and clic k on “Submit” and also “Confirm” when prom p ted.

5. Upon confirmation, th e message “Vote cast successfully” will be displayed. 6. You can also take th e printout of the votes cast by you by clickin g on the print option on the confirmation page .

6. Once you confirm yo u r vote on the resolutions, you will not be a llowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI et c .) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resoluti o n/ Authority letter etc. with attested speci m en signature of the duly authorized si g natory(ies) who are authorized to vote, t o the Scrutinizer by e-mail to rupesh@cac s india.comwith a copy marked to evoting@n s dl.co.in.

2. It is strongly recomm e nded not to share your password with any other person and take -

utmost care to keep y our password confidential. Login to the e voting website will be disabled upon five u n successful attempts to key in the correct password. In such an

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event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Passw o rd?” option available on www.evoting.n s dl.com to reset the password.

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- v oting user manual for Shareholders available at the download section of www.evotin g .nsdl.com or call on toll free no.: 1800 102 0 990 and 1800 22 44 30 or send a request to at evoting@nsdl.co.in.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of any one share certificate (front and back), PAN ( s elf -attested scanned copy of PAN card), AA D HAR (self- attested scanned copy of Aad h ar Card) by email to investor@masserv.com w ith subject line “EMAIL ID REGISTRATION FOR FOLIO NUMBER (MENTION FOLIO NUM B ER) OF MAX FINANCIAL SERVICES LIMI T ED.

2. In case shares are held i n demat mode, please update your email id i n your demat account. If you are an Individual s h areholder holding securities in demat mod e , you are requested to refer to the login meth o d explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode . I f you are other than individual and not alrea d y registered with NSDL for e-voting plea s e send copy of client master to investor@masserv.com with subject line “REQUIRED PA S SWORD FOR DPIDCLID (MENTION DPID- C LID) OF MAX FINANCIAL SERVICES LIMI T ED).

3. Alternatively, shareholde r /members may send a request to evoting@ n sdl.co.in for procuring user id and password for e-voting by providing above mentioned doc u ments.

4. In terms of SEBI circula r dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual s h areholders holding securities in demat mo d e are allowed to vote through their demat ac c ount maintained with Depositories and D e pository Participants. Shareholders are requir e d to update their mobile number and em a il ID correctly in their demat account in order t o access e-Voting facility.

10. Other Information:

• (a) The Board of Directo r s has appointed Mr. Rupesh Agarwal, Man a ging Partner (CP No. 5673) and failing him Mr. Shashikant Tiwari (CP No. 13 0 50), Partner of M/s Chandrasekaran Ass o ciates, Company Secretaries having offi c e at 11F, Pocket-IV, Mayur Vihar Phase-I, Delhi – 110091, as Scrutinizer to scrutinize t he e-voting process in a fair and transparent manner.

• (b) The Scrutinizer after scrutinizing the votes cast through remot e e-voting will make a consolidated Scrutini s er’s Report of the votes cast in favour o r against, if any, shall submit the same with i n two working days from the end of the re m ote e voting period to

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the Chairman of the C ompany or any other person authorized by h im in writing who shall countersign the same .

• (c) The result of the voting on Resolutions passed by postal ballot and Remote e-voting will be declared by the C hairman of the Company or the authoriz e d personin writing on Thursday, September 28, 2023 at the registered and/ or c o rporate office of the Company.After decla r ation of result by the Chairman of the Com p any or the authorized person in writing but within two working days from the end o f remote e-voting, the aforesaid result alon g with the scrutinizer’s report will be com m unicatedto the Stock Exchanges where the shares of the Company are listed and will also be displayed at the Registered office and / or corporate office of the company and sh a ll also be hosted on the Company’s w ebsite:www.maxfinancialservices.com a n d on theNSDL’s website:www.evoting. n sdl.com. The resolutions, if passed by t he requisite majority, shall be deemed to h ave been passed as if the same has bee n passed at a general meeting of the mem b ers convened in that behalf. The resolutio n s, if approved by the requisite majority of m embers by means of Postal Ballot (i.e. re m ote e-voting), shall be deemed to have bee n passed on the last date specified by the C ompany for remote e- voting, i.e., Septembe r 27, 2023.

• (d) In case of any query i n relation to the resolutions proposed to be p assed by Postal Ballot may be addressed to the Company Secretary at the e-mail id. psoni@maxindia.com. In case of any queries on e-voting, you may refer the Frequently Asked Questions (FAQs) for members and e- V oting user manual for members available at the “downloads” section of https://ww w .evoting.nsdl.com or contact NSDL by emai l at evoting@nsdl.co.in or call on: 1800 222 9 9 0.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

In terms of Section 102(1) re a d with Section 110 of the Companies Act, 2 0 13read with rules, SS2and the applicable provisi o ns of SEBI (Listing Obligations and Dis c losure Requirements) Regulations, 2015 (‘SEBI L O DR, 2015’), the following Explanatory Stat e ment sets out all the material facts relating to the r e solutions given in the accompanying Notice d ated August 25, 2023.

Item No. 1

On February 20, 2020, the Company and Axis Bank Limited ('Axis Bank') entered into a confidentiality and exclusivit y arrangement to explore a long-term stra t egic partnership. The Board of Directors of the Co m pany in its meeting held on April 27, 2020 a pproved entering into definitive agreements with A xis Bank for the sale of upto 29% (Twent y -Nine percent) of the equity share capital of Max Li f e Insurance Company Limited ('Max Life'), a material subsidiary of the Company, to Axis Bank, subject to receipt of shareholders’ appro v al and other requisite regulatory approvals. In furth e rance of the same, the parties entered into definitive agreements. The shareholders of the Company approved the transaction on June 16, 2 020.

Application for approval of I n surance Regulatory and Development Aut h ority of India (‘IRDAI’) was submitted on May 20, 2 0 20. Based on correspondence withRBI an d IRDAI, the Company, Max Life, and Axis Bank m ade certain changes to the agreements, subject to regulatory approvals and as maybe per m itted under applicable laws. On October 3 0 , 2020, the Company, Max Life, Axis Bank, and Axi s Bank’s subsidiaries, i.e., Axis Capital Limited and Axis Securities Limited (collectively, “ Axis Entities ”) executed revised agreements whereby Axis Bank proposed to acquire 19.002 % (Nineteen point zero zero two percent) (including the right to acquire additional 7% (Seven percent) equity share capital of Max Lif e ) of the equity share capital of Max Life (“Revis e d Agreements”)and submitted fresh prop o sal with the sectoral regulators. Further, in resp o nse to Axis Bank’s application for direc t ly acquiring 17.002% (Seventeen point zero zero t wo percent) of the equity share capital of M ax Life, the Reserve Bank of India advised Axis B a nk to be guided by Para 5(b) of Master Di r ection - Reserve Bank of India (Financial Services provided by Banks) Directions, 2016 da t ed May 26, 2016 as updated from time to time. The Revised Agreements superseded the previous agreements entered between the parties.

In this regard, Max Life had received approval from IRDAI vide its lett e r dated February 24, 2021 granting approval for transfer of 12.002% (Twelve point zero ze r o two percent) equity shares of Max Life held by th e Company to Axis Entities, as promoters. P u rsuant to receipt of all the approvals, the Compan y has transferred 3,83,76,257 (Three Crores Eighty Three Lakhs Seventy Six Thousand Two Hundred and Fifty Seven) equity shares of Rs. 10 (Rupees Ten) each of Max Life to Axis Ca p ital Limited and 1,91,88,128 (One Crore Ni n ety One Lakhs Eighty Eight Thousand One Hundre d and Twenty Eight) equity shares of Rs. 10 (Rupees Ten) each of Max Life to Axis Securities L imited on March 26, 2021, fully paid up a t a price of INR 31.51 (Rupees Thirty One and F ifty One paise) per share for conside r ation aggregating to INR181,38,53,771(Rupees O ne Hundred and Eight One Crores Thirty Eight Lakhs Fifty Three Thousand Seven Hundred S eventy One only).On April 6, 2021, the Company transferred 17,27,31,531 (Seventeen Cr o res Twenty Seven Lakhs Thirty One Thous a nd Five Hundred and Thirty One) equity shares of R s. 10 (Rupees Ten) each of Max Life to Axi s Bank, fully paid up at

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a price of INR 32.12 (Rup e es Thirty Two and Twelve paise) per s h are for consideration aggregating to INR554,81,36,775.72 (Rupees Five Hundred and Fifty F o ur Crores Eighty One Lakhs Thirty Six Thousand S even Hundred Seventy Five and Seventy Two paise only). The transaction price of INR 31.5 1 (Rupees Thirty One and Fifty One paise) and INR 32.12 (Rupees Thirty Two and Twelve paise) per share, for the aforesaid transfer of sh a res effected on March 26, 2021 and April 6, 2021 respectively were computed based on the valuation of Max Life conducted as per Rule 11 UA read with Rule 11 UAA of the Income-t a x Rules, 1962 (herein referred to as ‘Transaction P rice’). The methodology of computation of transaction price was approved by 99.90% (Ninety Nine point Nine Zero) shareholders throug h postal ballot and also stated in the definitive agree m ents entered with Axis Entities. Based on t h e above transactions, Axis Entities collectively hold 12.99% (Twelve point Nine Nine) equity s t ake in Max Life as of date.

Consequent to the guidance r eceived by Max Life from IRDAI, on Januar y 9, 2023 the Company executed revised agreement s with the parties in terms of which the Axis Entities have the right to acquire the balance 7% ( S even percent) equity stake of Max Life fro m the Company at Fair Market Value using Discount e d Cash Flows (DCF) instead of valuation a s per Rule 11UA of the Income tax Rules, 1962.

The Board of Directors of t h e Company in its meeting held on August 9, 2023, inter alia, considered and approved the following:

Took note of the proposal of Max Life to raise further capital by way of a preferential issue of equity sharesto Axis Bank. The new equity shares of Max Life for an aggregate investment value of INR 1611,99,99,943 / - (Rupees One Thousand Six Hundred and Eleven Crores Ninety Nine Lakhs Ninety Nine Tho u sand Nine Hundred and Forty Three)are pr o posed to be issued to Axis Bank, a promoter of M a x Life, at fair market value determined ba s is DCF methodology. The proposed infusion of capital by Axis Bank in Max Life will help Max Life to support its future growth ambitions, to augm e nt its capital position and to improve s o lvency margins. The proposed infusion of capital further highlights Axis Bank’s commitme n t towards building a stronger franchise. In this re g ard, the Company and Axis Bank have ag r eed to revise the right of Axis Entities to acquire 7 % (Seven percent) of the share capital of M ax Life as follows: (i) subscription to up to 14,25,7 9 ,161 (Fourteen Crore Twenty Five Lakhs S e venty Nine Thousand One Hundred Sixty One) equityshares of Rs. 10/- (Rupees Ten) each of Max Life by Axis Bank on a preferential allotment b a sis for an investment amount aggregating t o INR 1611,99,99,943/(Rupees One Thousand Si x Hundred and Eleven Crores Ninety Ni n e Lakhs Ninety Nine Thousand Nine Hundred and Forty Three)and (ii) secondary acquisiti o n of upto2,02,53,366 (Two Crores Two Lakhs Fift y Three Thousand Three Hundred Sixty Six ) equity shares of Max Life, directly or indirectly, th r ough one or more tranches, constituting 0.98% (Zero point Nine Eight percent) equity share c apital (post issuance of 6.02% shares) of Max Life by the Axis Entities from the Company w ithin 42 (forty two) months from the Closing Date, i.e., April 6, 2021, as elaborately capture d on resolution no. 1 above. In consideration of Axis Bank agreeing to invest an amount of uptoINR 1611,99,99,943/- (Rupees One Thousand Six Hundred and Eleven Crores Ninety Nine L a khs Ninety Nine Thousand Nine Hundred a n d Forty Three) in Max Life, parties have also agr e ed to, inter alia , (i) modify certain governance rights matters concerning Max Life and (ii) t he ability of Axis Entities to transfer their shares as detailed in the resolution above. The resol u tion approved by the shareholders on Jun e 16, 2020 is partially modified to the extent me n tioned in the aforementioned resolutions and this explanatory statement.

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Therefore, the approval of the shareholders of the Company is being s o ught for the aforesaid preferential issue of equity s h ares of Max Life to Axis Bank as the initial approval accorded by the shareholders of the Com p any was to set up Max Life as a JV betwee n the Company and the Axis Entities by way of divestment of upto 20% (Twenty percent) of shar e capital of Max Life by the Company in favour of th e Axis Entities. The aforesaid proposal is s ubject to receipt of all corporate and regulatory ap p rovals including Insurance Regulatory De v elopment Authority of India, the Pension Fund R e gulatory Development Authority of India and the Competition Commission of India.

Accordingly, pursuant to ap p licable provisions of the Companies Act, 2013 and applicable provisions of SEBI LODR Re g ulations, members of the Company are re q uested to accord their consent for suitable modifica t ions to the earlier approval accorded by the shareholders on June 16, 2020 to allow Max Life t o issue further equity share capital to Axis B ank Limited by way of preferential issue of shares for an investment amount aggregating to INR 1611,99,99,943/(Rupees One Thousand Si x Hundred and Eleven Crores Ninety Ni n e Lakhs Ninety Nine Thousand Nine Hundred an d Forty Three) and to modify existing arran g ement with Axis Bank as stated in the resolution.

None of the directors or the k ey managerial personnel of the Company a nd their relatives, are either financially or otherwis e concerned or interested in the special re s olution set out in item no. 1 of the notice except to t h e extent of their direct/ indirect shareholdin g in the Company.

Item No. 2

As per Regulation 23 and ot h er applicable regulations of the Securities and Exchange Board of India (Listing Obligations a n d Disclosure Requirements) Regulations, 2015, (‘SEBI LODR Regulations’), all Related P a rty transactions, if material, require prior a pproval of Members, even if such transactions we r e in ordinary course of business and at ar m s’ length. Further, as per extant SEBI LODR Regulations, “related party transaction” for a list e d company includes a transaction involving a tran s fer of resources, services or obligations between any of the subsidiaries of the listed enti t y on one hand and a related party of the subsidiaries on the other hand. Further, in terms of S E BI LODR Regulations, a transaction with a related party shall be considered material, if the tr a nsaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rs 1,000 Crores o r 10% (Ten percent) of the annual consolidated turn o ver of the listed entity as per the last audit e d financial statements of the listed entity, whichever is lower.

Arising from the above regul a tions, the proposal by Axis Bank Limited (‘A x is Bank’) to subscribe upto14,25,79,161 (Fourteen Crore Twenty Five Lakhs Seventy Nine T h ousand One Hundred Sixty One Only) equityshare s of Rs. 10/- (Rupees Ten only) each being, ~6.9% (Six point Nine percent)(post issuance of 6. 0 2% shares) equity share capital of Max Li f e Insurance Company Limited (‘Max Life’), on a pr e ferential allotment for an investment amount aggregating to INR 1611,99,99,943/- (Rupees O n e Thousand Six Hundred and Eleven Cro r es Ninety Nine Lakhs Ninety Nine Thousand Nine H undred and Forty Three)shall be deemed to be a related party transaction between Axis Bank and Max Life in terms of SEBI LODR Re g ulations. Further, the Company would like to clar i fy that Axis Bankis not a related party vis-à-vis the Company. Therefore, for avoidance of any doubt and for procedural compliance, the Company places before the members, the said proposal at item no 2 of the Notice for t h eir consideration and approval.

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The Audit Committee and th e Board of Directors have recommended the said proposal to the shareholders for their consi d eration and have noted that this transac t ion is in the ordinary course of business and at ar m ’s length price in terms of applicable provisions of the Companies Act, 2013 and SEBI LODR R e gulations. Accordingly, the approval of the members is sought for the same for which requisite details are furnished hereunder as per ext a nt regulations for the perusal of the members.

Sr. No.	Particula rs	Details of tran sactions
1.	Name of the relat relationship ed party and	The material related partyt a subsidiary of the Com Insurance Company Limite related party, Axis Bank Lim ransaction is between pany, viz., Max Life d (‘Max Life’) and its ited (‘Axis Bank’).
2.	Type and particu proposed transaction lars of the	Subscription by Axis Bank Max Life on a preferential is to the equity shares of sue basis.
3.	Value of the proposed transaction	Axis Bank will be infusing (One Thousand Six Hundr Ninety Nine Lakhs Ninety Hundred and Forty Three) capital of Max Life bys 14,25,79,161(Fourteen Cro Seventy Nine Thousand On fully paid-up equity shares (Rupees Ten) each, at a fa 113.06 per share (arrive regulations and including a 103.06 (Rupees One Hun zero six paise) per equity s INR 1611,99,99,943/- ed and Eleven Crores Nine Thousand Nine into the equity share ubscribing to up to re Twenty Five Lakhs e Hundred Sixty One) of face value of Rs. 10 ir market value of Rs. d at as per extant share premium of Rs. dred and Three and hare).
4.	Material terms	The material terms of th shares by Axis Bank are resolution and explanatory of this postal ballot notice. e subscription to the captured as part of statement to item no.1
5.	Nature of concern or related party (financia interest of the l/otherwise)	Financial The proposed transaction approvals from the regulato the Insurance Regulator Authority of India, Pension Development Authority Competition Commission is subject to requisite ry authorities, such as y and Development Fund Regulatory and of India and the of India which is
6.	Tenure of the propose d transaction

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		expected to be concluded i n next 4 to 6 months.
7.	Percentage of Com consolidated tur immediately preced year (Based on turnover of financia March 31, 2023) pany’s annual nover for ing financial consolidated l year ended	% of consolidated turnov Estimated at ~5.1% (Fivep er of the Company: oint One percent)
8.	If the transactionr loans, inter-corpora advance or investm given by the listed subsidiary: elates to any te deposits, ents made or entity or its	Not applicable as the capit is by Axis Bank Limited, ar no transaction in this Company with its subsidiary al infusion in Max Life elated party. There is regard between the , Max Life.
	(i) details of the so in connectionw proposed trans urce of funds ith the action	Not applicable
	(ii) Details of finan indebtedness is cial incurred	Not applicable
	(iii) Applicable ter covenants, te rate and schedule, whet unsecured; if nature of secur ms, including nure, interest repayment her secured or secured, the ity	Not applicable
	(iv) The purpose funds will be ultimate benef funds pursuant party transactio for which the utilized by the iciary of such to the related ns	Not applicable Max Life has gross prem 25,342 crores and a Claims in FY23. It currently has o in force. Max Life comprehensive long-terms retirement solutions thro agency distribution and mu partners. The bancap increased insurance awa prospective customers insurance penetration ands The strategic benefits of thi ium income of Rs. Paid Ratio of 99.51% ver 4.9 million policies Insurance offers avings, protection and ugh its high-quality lti-channel distribution artnership leverages reness amongst the along with better ales. s banca partnership is
9.	Justification as tow party transaction is in the listed entity hy the related the interest of

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multi-pronged and will co n tinue to unfold over a long period of time. The c ombined trust of Max Life and Axis Bank franchi s e will hold Max Life in good stead and therefore i s in the best interest of the Company and its flagship subsidiary company, Max Life. 10. Valuation or other external party The valuation reports of th e equity shares of Max report Life certifiedby 2 investme n t bankersand 2 registered valuers (under C ompanies Act, 2013) are attached.

Pursuant to Regulation 23 o f the SEBI LODR Regulations, members m ay also note that no related party of the Compan y shall vote to approve the resolution no. 2 w hether the entity is a related party to the particular transaction or not.

None of the directors or the k ey managerial personnel of the Company a nd their relatives, are either financially or otherwi s e concerned or interested in the special resolution set out in resolution no. 2 of the notice.

The Board recommends pas s ing of this resolution as a special resolution, through Postal Ballot.

By Order of the Board For Max Financial Services Limited -Sd-

Place: Noida, U. P. Piyush Soni Date: August 25, 2023 Company Secretary Membership No. ACS - 39924

Regd. Office: Bhai Mohan Si n gh Nagar, Railmajra, Tehsil Balachaur, D ist. Nawanshahr Punjab – 144 533

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