Axis Bank Limited and its subsidiaries have provided their in-principle no objection to the proposed amalgamation between Max Financial Services Limited and Axis Max Life Insurance Limited, marking a crucial milestone in the strategic merger initiative aimed at enabling public listing of the combined entity.

Axis Bank's Formal No Objection

Axis Bank, along with its subsidiaries Axis Securities Limited and Axis Capital Limited (collectively referred to as "Axis Entities"), issued their in-principle no objection on March 4, 2026, following Max Financial's request dated January 28, 2026. The approval comes with specific conditions requiring continuation of existing transaction document terms and Max Financial providing an undertaking to the Axis Entities.

Sequential Value Creation Arrangements

The undertaking executed by Max Financial on March 6, 2026, confirms continuation of multiple sequential arrangements for value maximization. These include listing by means other than Initial Public Offer, swap arrangements, IPO options, and exit sale mechanisms, providing flexibility while ensuring regulatory compliance.

Key timeline commitments include:

• Regulatory filing for listing options on or before December 31, 2026
• Effective listing completion no later than April 5, 2027
• Swap exercise deadline of October 5, 2026

Governance Rights and Exit Options

Post-amalgamation, Axis Bank entities and Mitsui Sumitomo Insurance Company will retain governance rights including director nomination rights based on their percentage shareholding in the resultant listed company. The Axis Entities have comprehensive exit sale options, including the right to issue Exit Sale Notice under specific circumstances such as listing delays or swap completion failures.

The agreement provides Axis Entities with forced sale, third party sale, and forced IPO rights if Max Financial fails to purchase shares within specified timeframes. Any shortfall in consideration from alternative exit options must be compensated by Max Financial.

Regulatory Framework and Next Steps

The proposed amalgamation remains subject to comprehensive regulatory approvals, including prior approval from Insurance Regulatory and Development Authority of India (IRDAI) and compliance with the Sabka Bima Sabki Raksha (Amendment of Insurance Laws) Act, 2025. AMLI must seek written final consent from Axis Entities upon fulfillment of undertaking terms and finalization of the scheme of amalgamation.

This development represents significant progress in the strategic consolidation within India's insurance sector, with Axis Bank's formal no objection providing crucial stakeholder alignment for the proposed merger structure.

Max Financial Services Limited has announced a comprehensive postal ballot process to seek shareholder approval for critical board appointments and remuneration decisions. The company issued a formal notice dated February 11, 2026, outlining two special resolutions that require member consent through remote e-voting.

Key Resolutions for Shareholder Approval

The postal ballot encompasses two interconnected special resolutions that will shape the company's board composition and governance structure.

Independent Director Appointment

The primary resolution seeks approval for appointing Mr. Bharat Anand (DIN: 02806475) as a Non-Executive Independent Director. The Board of Directors, based on the Nomination and Remuneration Committee's recommendation, appointed him as an Additional Director (Independent) effective March 29, 2026.

Remuneration Approval

The second resolution addresses the compensation structure for the newly appointed independent director. Shareholders will vote on approving remuneration of up to Rs. 20,00,000 per annum for Mr. Anand.

Director Profile and Qualifications

Mr. Bharat Anand brings extensive corporate governance and legal expertise to the board. He currently serves as a Partner at Khaitan & Co LLP, Delhi, and holds independent director positions across multiple listed companies including Mankind Pharma Limited, Bharat Serums and Vaccines Limited, JK Paper Limited, Syrma SGS Technology Limited, Sandhar Technologies Limited, and Rockman Industries Limited.

Educational Background:

• Bachelor's Degree in Arts (Economics) from University of Delhi
• Bachelor's Degree in Law (Honours) from Jesus College, University of Cambridge

Professional Recognition:

• Ranked as 'Band 1' lawyer for Corporate/M&A by Chambers & Partners
• Recognized as 'Recommended Lawyer' for Corporate/M&A and Private Equity by Legal 500
• Featured in Asian Legal Business Dealmakers of Asia List for 2025
• Distinguished Practitioner for Private Equity and M&A by IFLR1000

E-Voting Process and Timeline

The company has engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process. The voting mechanism ensures comprehensive shareholder participation while maintaining regulatory compliance.

Regulatory Compliance and Documentation

The postal ballot process adheres to multiple regulatory frameworks including Sections 108 and 110 of the Companies Act, 2013, SEBI Listing Regulations, and various MCA circulars. The company has appointed M/s Sanjay Grover & Associates as scrutinizers, with Mr. Kapil Dev Taneja (CP No. 22944) as the primary scrutinizer and Mr. Neeraj Arora (CP No. 10781) as the alternate.

Key Compliance Aspects:

• Electronic dispatch only, following MCA Circular No. 03/2025 dated September 22, 2025
• Voting rights based on shareholding as of cut-off date
• Comprehensive documentation including explanatory statements
• Transparent scrutiny and result declaration process

Financial Context and Strategic Rationale

The company's recent financial performance shows challenges that underscore the importance of strong independent oversight. The standalone financial results indicate total revenue of Rs. 13.60 crore for 9M FY26, with a net loss after tax of Rs. 4.30 crore. The appointment aims to strengthen corporate governance during this critical period.

Shareholders can access the complete postal ballot notice on the company's website at www.maxfinancialservices.com and NSDL's e-voting portal at www.evoting.nsdl.com . The resolutions, if approved by requisite majority, will be deemed passed on March 21, 2026, the last date of the e-voting period.