Max Financial Services Limited — Proxy Solicitation & Information Statement 2023

Feb 15, 2023

February 15, 2023

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BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 021

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East) 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 for the matter as set out in Notice of Postal Ballot by way of remote e-voting.

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 10-02-2023
2. Last Date of Completion of dispatch of Postal Ballot notice 15-02-2023
3. Voting period Start Date 16-02-2023
4. Voting period End Date 17-03-2023
5. Date of Submission of Scrutinizer's Report 18-03-2023
6. Date of Announcement of Results of Postal Ballot 18-03-2023
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You are requested to take the aforesaid on record.

Thanking you,

Yours faithfully

for Max Financial Services Limited

VENKATRAMA Digitally signed by VENKATRAMAN KRISHNAN N KRISHNAN Date: 2023.02.15 15:24:54 +05'30'

V. Krishnan

Company Secretary & Compliance Officer

Encl: As above

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MAX FINANCIAL SERVICES LIMITED (CIN: L24223PB1988PLC008031) Registered Office: Bhai Mohan Singh Nagar Railmajra,Tehsil Balachaur District Nawanshahr, Punjab – 144 533 Tel: 01881-462000,462001 Fax: 01881-273607 www.maxfinancialservices.com E-mail: investorhelpline@maxindia.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20and 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 and 22 of the Companies (Management and Administration) Rules, 2014 (the “ Rules ”) and Regulation 17(6)(ca), Regulation 44 and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations ”), Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), various applicable circulars issued by Securities and Exchange Board of India, from time to time, and subject to other applicable laws, rules and regulations, if any including any statutory modifications, clarification(s), amendments or reenactments thereof for the time being in force and other applicable laws and regulations, if any, for seeking approval of the members by way of a Special Resolution for the matter as considered in the resolution appended below through postal ballot only by means of remote e- voting (“ Postal Ballot ”).

The Members of the Company may note that the Ministry of Corporate Affairs (the “ MCA ”) vide its General Circular No. 14/2020 dated April 8, 2020 read with General Circular No.17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10/21dated June 23, 2021, No. 20/21 dated December 08, 2021, No. 03/2022 dated May 5, 2022, No. 10/22 dated December 28, 2022 and other applicable circulars (the “ MCA Circulars ”) due to ongoing impact of COVID-19, have allowed the companies to take all decisions requiring members approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e-voting in accordance with the provisions of the Act and the Rules, without holding a general meeting that requires physical presence of members at a common venue.

The Board of Directors of the Company proposes to obtain the consent of the members by way of Postal Ballot for the matter as considered in the Resolution appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolution, setting out material facts and the reasons for the Resolution, are also annexed. You are requested to peruse the proposed Resolution, along with the Explanatory Statement, and

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thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

In accordance with the said MCA Circulars, SS-2 and applicable provisions of the Act and Listing Regulations, this Postal Ballot Notice is being sent in electronic mode to members whose e-mail address is registered with the Company or the Depository Participant(s) and the communication of assent / dissent of the members will only take place through the remote e- voting facility being offered by the Company. This Notice is accordingly being issued to the members in compliance with the MCA Circulars.

Special Business

1. To consider and if thought fit, to pass, the following Resolution as a Special Resolution for payment of Compensation to Mr. Analjit Singh as the NonExecutive Chairman of the Company for the Financial Year 2023-24:

“ RESOLVED THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (hereinafter referred to as the ‘ Act ’) read with Schedule V of the Act and Regulation 17(6)(ca) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments, statutory modification(s) and/or re-enactment thereof for the time being in force)and on recommendation of Nomination and Remuneration Committee and approval of the Board members, the approval of the Members of the Company, be and is hereby accorded for payment of annual gross compensation of Rs. 3,00,00,000/(Rupees Three Crore Only) (Other than sitting fees and reimbursement of expenses payable for attending meetings of the Company) for the Financial Year commencing from April 1, 2023 and ending on March 31,2024 and which will be in excess of fifty percent of the total annual remuneration payable to all the Non-Executive Directors of the Company for the said Financial Year to Mr. Analjit Singh (DIN: 00029641), NonExecutive Chairman of the Company and that the compensation shall be payable in such manner as the Board and/or a Committee thereof, may determine from time to time.”

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorised to perform and execute all such acts, deeds, matters and things, as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected herewith or incidental hereto.”

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By Order of the Board For Max Financial Services Limited

-Sd-

Place: Noida, U.P. Date: February 10, 2023

V. Krishnan Company Secretary Membership No. FCS- 6527

Regd. Office: Bhai Mohan Singh Nagar, Railmajra, Tehsil Balachaur, Dist. Nawanshahr Punjab – 144 533

NOTES

1. A Statement pursuant to Section 102(1) and 110 of the Act read with rules, SS-2 and the applicable provisions of the Listing Regulations setting out material facts and reasons for the proposed matter relating to the Special Business to be transacted is annexed hereto and forms part 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-off date for the purpose of reckoning the voting rights and sending the Notice is Friday, February 10, 2023(“Cut-off date”). A person who is not a member as on the Cut-off date should treat the Notice for information purpose only.

3. In line with the MCA Circulars, the Notice is being electronically sent to all the Members of the Company, whose name appear on the Register of Members/List of Beneficial Owners) and whose email addresses are registered with the Company or with the depository(ies) / depository participants as on the cut-off date. It is however, clarified that all members of the Company as on the closure of cut-off date (including those members who may not have received this Notice due to non-registration of their email IDs with the Company or the Depositories) shall be entitled to vote in relation to specified in this Notice. As per the MCA Circulars and in view of the current extraordinary circumstances due to ongoing impact of COVID-19 situation, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. Company is providing facility for voting by electronic means (e-voting) and the business may be transacted through such e-voting only.

The Notice shall also be uploaded on the website of the Company (www.maxfinancialservices.com), on the website of National Securities Depository Limited ("NSDL"), at www.evoting.nsdl.com and on the websites of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).

1. Members who have not registered their e-mail addresses with either the Company or the Depositories are requested to register the same with the Company or the Depositories in accordance with the process specified herein below at point no 9(b).

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1. Voting rights will be reckoned on the paid-up value of shares registered in the name of the member as on Cut-off date (i.e. Friday, February 10, 2023). Only those members whose names are recorded in the Register of Members of the Company or in the list of Beneficial Owners maintained 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 exercised by a proxy.

2. The dispatch of the Notice shall be deemed to be completed on February 15, 2023, i.e., the day on which NSDL sends out the communication for the postal ballot process by e mail to the members of the Company.

3. The e-voting shall commence on Thursday, February 16, 2023at 9.00 A.M. (IST) and ends on Friday, March 17, 2023 at 05.00 P.M. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. During this period, the members of the Company (including those members who may not have received the Notice due to non-registration of their email address with the Company or the Depositories) holding shares in physical form or dematerialized form as on the Cut-off date (i.e.February 10, 2023), may cast their vote by electronic means in the manner as set out here in Note No. 9 below. Once the vote on a resolution is casted by the member, the member shall not be allowed to change it subsequently.

4. The documents referred to in accompanying notice and explanatory statement, if any, shall be open for inspection at the Registered Office and Corporate Office of the Company without any fee on all working days (i.e. excluding, Saturdays, Sundays and public holidays) between 1100 hours (IST) to 1300 hours (IST) from the date of dispatch of notice upto the date of declaration of results of postal ballot. The documents shall be available for inspection through electronic mode, only on the requests sent by the members on Company’s e-mail id: corpsecretarial@maxindia.com.

5. Procedure for remote e-voting

In compliance with provisions of Section 108 of the Act, Rule 20 of the Rules and Regulation 44 of the Listing Regulations and SS-2, the Company is pleased to provide its members the facility to exercise their right to vote through Postal Ballot by electronic means (‘remote e-voting’). For this purpose, the Company has availed e-Voting Services provided by National Securities Depository Limited (‘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 electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

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- 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 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode 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. Open web browser by
demat mode with NSDL. typing the following URL: https://eservices.nsdl.com/ either on
a Personal Computer or on a mobile. Once the home page of
e-Services is launched, click on the “Beneficial Owner” icon
under “Login” which is available under “IDeAS” section. A new
screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to
see e-Voting services. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page. Click
on options available against company name or e-Voting
service provider - NSDL and you will be re-directed to NSDL
e-Voting website for casting your vote during the remote e-
Voting period.
2. If the user is not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select
“Register Online for IDeAS” Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/ either
on a Personal Computer or on a mobile. Once the home page
of e-Voting system is launched, click on the icon “Login” which
is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number held with NSDL), Password/OTP
and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on
options available against company name or e-Voting service
provider - NSDL and you will be redirected to e-Voting website
of NSDL for casting your vote during the remote e-Voting
period.
4. Shareholders/Members can also download NSDL Mobile App
“NSDL Speede” facility by scanning the QR code mentioned
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	below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.comand click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe- Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingisinprogress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name ore-Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joiningvirtual meeting &voting duringthemeeting.

Important note: Members who are unable to retrieve User ID/ Password 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.

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Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

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 website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/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.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, 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 you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below:

	Manner of holding shares i.e.Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company. For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001.

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1. Password details for shareholders other than Individual shareholders are given below:

2. (a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. (b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. (c) How to retrieve your ‘initial password’?

5. (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

6. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

7. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

8. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

10. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

11. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

12. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

13. Now, you will have to click on “Login” button.

14. “ ” -

15. 1. After you click on the Login 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 company for which you wish to cast your vote during the remote e- Voting period.

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

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1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to rupesh@cacsindia.comwith a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 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 resolution 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 (self -attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) by email to investor@masserv.comwith subject line “EMAIL ID REGISTRATION FOR FOLIO NUMBER (MENTION FOLIO NUMBER) OF MAX FINANCIAL SERVICES LIMITED.

2. In case shares are held in demat mode, please update your email id in your demat account. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode . If you are other than individual and not already registered with NSDL for e-voting please send copy of client master to investor@masserv.com with subject line “REQUIRED PASSWORD FOR DPIDCLID (MENTION DPID-CLID) OF MAX FINANCIAL SERVICES LIMITED).

3. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote

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through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

10. Other Information:

• (a) The Board of Directors has appointed Mr. Rupesh Agarwal, Managing Partner (CP No. 5673) and failing him Mr. Shashikant Tiwari (CP No. 13050), Partner of M/s Chandrasekaran Associates, Company Secretaries having office at 11F, Pocket-IV, Mayur Vihar Phase-I, Delhi – 110091, as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

• (b) The Scrutinizer after scrutinizing the votes cast through remote e-voting will make a consolidated Scrutiniser’s Report of the votes cast in favour or against, if any, shall submit the same within three days from the end of the remote e voting period to the Chairman of the Company or any other person authorized by him in writing who shall countersign the same.

• (c) The result of the voting on Resolution passed by postal ballot and Remote e-voting will be declared by the Chairman of the Company or the authorized person in writing on Saturday, March 18, 2023 at the registered and/ or corporate office of the Company. After declaration of result by the Chairman of the Company or the authorized person in writing but within two working days from the end of remote e-voting, the aforesaid result along with the scrutinizer’s report will be communicated to 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 shall also be hosted on the Company’s website:www.maxfinancialservices.com and on the NSDL’s website:www.evoting.nsdl.com. The resolution, if passed by the requisite majority, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf. The resolution, if approved by the requisite majority of members by means of Postal Ballot (i.e. remote e-voting), shall be deemed to have been passed on the last date specified by the Company for remote e-voting, i.e., March 17, 2023.

• (d) In case of any query in relation to the resolution proposed to be passed by Postal Ballot may be addressed to the Company Secretary at the e-mail id. vkrishnan@maxindia.com. In case of any queries on e-voting, you may refer the Frequently Asked Questions (FAQs) for members and e-Voting user manual for members available at the “downloads” section of https://www.evoting.nsdl.com or contact NSDL by email at evoting@nsdl.co.in or call on: 1800 222 990.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013

In terms of Section 102(1) read with Section 110 of the Companies Act, 2013 (“the Act”) read with rules, SS-2and the applicable provisions of the Listing Regulations, the following Explanatory Statement sets out all the material facts relating to the resolution given in the accompanying Notice dated February 10, 2023.

Item no. 1

Mr. Analjit Singh, in his capacity as Promoter, Director and Sponsor since the inception of the Company more than three decades back, has been providing guidance, insights and counsel to the Company on various matters from time to time, as the Non-Executive Chairman of the Company. As the Chairman of the Board, Mr. Analjit Singh provides vision and thought leadership which has helped the Company and its subsidiaries to achieve high standards of corporate governance, brand visibility and overall growth. The key areas where he has always advised the Company, inter-alia includes advising on medium and long-term strategies of the Company, Joint Venture relationships, Business partnerships, promoting business interests, review of talent/human capital related subjects, board management, governance processes and Government relations.

Considering the deep involvement and time spent by the Chairman in providing guidance, insights and counsel to the management, it is proposed to pay a gross compensation of Rs. 3,00,00,000/- per annum for the financial year 2023-24 to Mr. Analjit Singh as the Chairman of the Company. The compensation is subject to approval of the shareholders of the Company, payable in such manner as the Board and/or a Committee thereof, may determine from time to time. This compensation shall be over and above the sitting fees and reimbursement of expenses for attending the meetings of the Company.

In terms of provisions of Section 197 of the Act, the Company is required to obtain approval of members of the Company for payment of such compensation to Non-Executive Directors by way of Special Resolution. Further, in terms of provision of Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company is required to obtain approval of members of the Company, by way of Special Resolution, if such annual compensation to a single non-executive director exceeds 50% of the total annual compensation payable to all the non-executive directors in any financial year. Hence, approval of members is sought to enable the Company to make payment of compensation to Mr. Analjit Singh, NonExecutive Chairman of the Company.

Save and except Mr. Analjit Singh himself and Mr. Sahil Vachani and their relatives to the extent of their shareholding interest, if any, in the Company, none of the other directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

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The Board recommends resolution as set out at Item No. 1 of the notice by way of passing of Special Resolution.

The information required in terms of Clause (iv) of Section II of Part II of Schedule V to the Act is as under:

I. GENERAL INFORMATION:

• I. Nature of Industry : The Company is engaged in the activity of holding and nurturing of investments in life insurance business and providing management consultancy services to group companies.

• II. Date or expected date of commencement of commercial production : Not applicable as the Company is not involved in any manufacturing activity.

• III. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus . : Not applicable

• IV. Financial performance based on given indicators : The performance of the Company during last two years was as under:

Amount in Rs. Crore

Particulars	2021-22	2020-21
Total Revenue	202.06	307.81
Net Profit/(Loss) before tax	147.08	129.47
Net Profit/(Loss) after tax	102.62	99.23

• V. Foreign investments or collaborations, if any: Warburg Pincus Group, Xenok Limited, GS Mace Holdings Limited and International Finance Corporation have made equity investments in the Company in the past. M/s Mitsui Sumitomo Insurance Company Limited, our joint venture partner for Max Life Insurance Company had acquired 21.87% of the equity share capital of the Company on December 8, 2020.

II. INFORMATION ABOUT THE APPOINTEE:

Background Details: Mr. Analjit Singh is the Founder & Chairman of The Max Group, a $5-bn Indian multi-business enterprise, with interests in life insurance (Max Life), real estate (Max Estates) and senior living (Antara). The Max Group is renowned for successful joint ventures with some pre-eminent firms including Mitsui Sumitomo & Toppan, Japan; New York Life Insurance Company; Bupa Plc, Life Healthcare, SA; DSM, Netherlands, Hutchison Whampoa; Motorola, Lockheed Martin, and others.

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Amongst privately held family businesses, Mr. Analjit Singh is the founder of Leeu Collection, a group of leisure boutique hotels in Franschhoek, South Africa; The Lake District, UK; and soon to be opened in Florence, Italy. The Leeu Collection also includes a significant presence in wine and viticulture through Mullineux Leeu Family Wines in SA.

Mr. Singh was awarded the Padma Bhushan, India’s second highest civilian honour, by the President of India in 2011. An alumnus of The Doon School and Shri Ram College of Commerce, University of Delhi, Mr. Analjit Singh holds an MBA from the Graduate School of Management, Boston University. He has been conferred with an honorary doctorate by Amity University. He is serving as the Honorary Consul General of the Republic of San Marino in India.

He served as a Director on the Board of Sofina NV/SA, Belgium. And till August 2018, he was the non-executive Chairman of Vodafone India.

Mr. Singh is a member of the Founder Executive Board of the Indian School of Business (ISB), India’s top ranked B-School and has served as Chairman of the Board of Governors of The Indian Institute of Technology and The Doon School. Mr. Singh has served on the Prime Minister’s Indo US CEO and Indo UK CEO Council.

He has been felicitated by Senator Hillary Clinton, former US Secretary of State, on behalf of the Indian American Centre for Political Awareness for his outstanding achievement in presenting the international community with an understanding of a modern and vibrant India and for creating several successful joint ventures with leading American companies and promoting business ties with the USA.

He has been honoured with the Ernst and Young Entrepreneur of the Year Award (Service Category) and the Golden Peacock Award for Leadership and Service Excellence. In 2014 he was awarded with Spain’s second highest civilian honour, the Knight Commander of the Order of Queen Isabella, and the Distinguished Alumni Award from Boston University.

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• b The details of compensation paid to Mr. Analjit Singh as the Chairman of the Company in the last two years and the proposed compensation for FY 2023-24 (other than sitting fees paid for attending meetings of Board and Committee thereof) is furnished hereunder for the perusal of the members :

					(Rs. In crore) Proposed 2023-24 -- 3.00 3.00
		Paid			Proposed
	2021-22		2022-23		2023-24
Commission for the previous year	3.00		1.00		--
Compensation	3.00		3.50		3.00
Total	6.00		4.50		3.00

• c. Recognition or Awards : Mr. Analjit Singh was awarded the Padma Bhushan, India’s second highest civilian honour, by the President of India in 2011. An alumnus of The Doon School and Shri Ram College of Commerce, University of Delhi, Mr. Analjit Singh also holds MBA degree from the Graduate School of Management, Boston University. He has been conferred with an honorary doctorate by Amity University.

• d. Job Profile and his Suitability : As per details stated in the preamble of the explanatory statement.

• Remuneration Proposed : As per details stated in the resolution set out at the notice .

• f. Comparative remuneration Profile with respect to Industry, size of the Company, profile of the position and person : Taking into consideration the size of the Company, the profile of Mr. Analjit Singh, the responsibilities shouldered on him and the industry benchmarks, the compensation proposed to be paid commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies.

• g. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: Mr. Analjit Singh does not have any pecuniary relations with the Company or relationship with the managerial personnel of the Company, apart from receiving sitting fees and reimbursement of expenses for attending meetings of the Company.

III. OTHER INFORMATION:

a. Reasons of loss or inadequate profits : The Company is having profits, however the contemplated compensation may exceed the limits in case of inadequacy of profits in future.

b. Steps taken or proposed to be taken for improvement: The Company has been taking all measures within its control to maximize overall efficiencies of its operations and minimising various fixed and variable Costs.

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c. Expected increase in productivity and profit in measurable terms : It is difficult to forecast the profitability in measurable terms. However, the Company expects that the profitability shall further improve in times to come.

The detailed profile of Mr. Analjit Singh along with other relevant details as required under Secretarial Standards for general meetings (SS-2) is as under:

Name of the Director: Mr. Analjit Singh

Date of Birth : January 11, 1954

Age: 69 years

Brief resume covering qualification and nature of expertise in functional areas: As covered in the Explanatory Statement.

Details of Remuneration sought to be paid to Mr. Analjit Singh: As per details stated in the resolution set out at Item No. 1 and the Explanatory statement attached.

Details of Remuneration last drawn by Mr. Analjit Singh: As per details stated in the explanatory statement.

Date of first Appointment on the Board : February 24, 1988.

Shareholding in the Company: 1,10,000 Equity shares of Rs. 2/- each

Number of Board Meetings attended in current financial year: He has attended all five meetings held till date of this notice during financial year 2022-23.

Related to any other Director/KMPs of the Company: Mr. Sahil Vachani, Non-Executive Director is the son-in-law of Mr. Analjit Singh.

Directorships in Indian Companies (including Listed Companies) :

• a) Max Financial Services Limited

• b) Max India Limited

• c) Max Ventures and Industries Limited

• d) Max Life Insurance Company Limited

• e) Delhi Guest Houses Private Limited

• f) BAS Enterprises Private Limited

• g) Piveta Estates Private Limited

• h) Siva Realty Ventures Private Limited

• i) Max Ventures Investment Holdings Private Limited

• j) P V T Ventures Private Limited

• k) SKA Diagnostic Private Limited

• l) Max Ventures Private Limited

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Memberships/Chairmanship of Committees held in Indian Companies:

Max India Limited – Nomination and Remuneration Committee, Member Max Financial Services Limited - Nomination and Remuneration Committee, Member Max Ventures and Industries Limited -Nomination and Remuneration Committee, Member Max Life Insurance Company Limited-Nomination and Remuneration Committee, Member

By Order of the Board For Max Financial Services Limited

-Sd-

Place: Noida, U. P. Date: February 10, 2023

V. Krishnan Company Secretary Membership No. FCS- 6527

Regd. Office: Bhai Mohan Singh Nagar, Railmajra, Tehsil Balachaur, Dist. Nawanshahr Punjab – 144 533

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