Max Financial Services Limited has declared the results of its postal ballot conducted for the appointment of Mr. Pradeep Pant as Independent Director, with shareholders rejecting the primary resolution despite earlier Board approval and comprehensive clarifications addressing proxy advisory concerns.

Postal Ballot Results Overview

The postal ballot results, declared on December 22, 2025, revealed that shareholders did not approve Mr. Pant's appointment as Independent Director, despite receiving majority support. The voting process was conducted through remote e-voting from November 22 to December 21, 2025, under the supervision of scrutinizer M/s. Sanjay Grover Associates, Company Secretaries.

Background and Proxy Advisory Concerns

The company had initially issued a comprehensive clarification regarding the postal ballot notice after proxy advisory firms recommended voting against Pant's appointment. The firms cited concerns about his tenure aggregation across group companies, noting his current role as Independent Director at Axis Max Life Insurance Limited, a subsidiary of MFSL.

MFSL had emphasized that applicable regulations require considering the maximum tenure of Independent Directors at the entity level, not at the group level. The company stated that Mr. Pant had never held a director position at MFSL and this represented his first-time appointment to the company's Board for a five-year term from January 1, 2026, to December 31, 2030.

Remuneration Resolution Outcome

Interestingly, shareholders overwhelmingly approved the second resolution regarding payment of remuneration to Mr. Pant, with 92.93% votes in favour. However, since the primary appointment resolution failed, the remuneration approval has become non-operative, requiring no further action from the company.

Voting Participation and Process

The postal ballot process saw significant participation from shareholders, with the company's total paid-up share capital standing at ₹69.02 crore divided into 34,51,14,771 equity shares of ₹2.00 each as of the cut-off date of November 14, 2025. The scrutinizer's report confirmed that all regulatory requirements under the Companies Act, 2013, and SEBI LODR regulations were properly followed during the voting process.

Professional Background Context

Mr. Pant brings over 37 years of FMCG industry experience, having served as Executive Vice President and President of Asia Pacific and Eastern Europe, Middle East and Africa for Mondelez International until 2013. His extensive background includes leadership positions at major corporations and current roles as Founding President of Food Industry Asia and Advisory Board Member of SMU Lee Kong Chian School of Business.

The management, Nomination Remuneration Committee, and Board had believed Pant's association would benefit both management and shareholders significantly, particularly given his current contribution as an independent director of Axis Max Life Insurance Limited.

Max Financial Services Limited , a key player in India's financial services sector, has announced its financial results for the second quarter and first half of fiscal year 2026, alongside a significant debt issuance by its subsidiary. The company's performance has significantly outperformed analyst expectations across key metrics.

Quarterly Performance Highlights

Max Financial Services reported consolidated revenue excluding investment income of Rs 15,090 crore for H1 FY'26, marking an 18% year-on-year growth. The company's consolidated revenue including investment income stood at Rs 22,624 crore, with a consolidated PAT of Rs 92 crore for the same period.

The company reported Value of New Business (VNB) of Rs 9.74 billion, surpassing estimates of Rs 5.59 billion. VNB margin reached 27%, above the estimated 23.17%. New business premium totaled Rs 38.9 billion versus estimates of Rs 34.63 billion. Total Annualized Premium Equivalent (APE) came in at Rs 41.7 billion, substantially higher than the estimated Rs 24.12 billion.

Subsidiary Performance: Max Life Insurance

Max Life Insurance, a subsidiary of Max Financial Services, demonstrated strong growth in several key areas:

• Individual Adjusted First Year Premium grew by 18% to Rs 3,891 crore in H1 FY'26
• Market share in the private life insurance sector increased by 83 basis points to 10.1%
• Gross Written Premium rose by 18% to Rs 15,490 crore
• Value of New Business (VNB) increased by 27% to Rs 974 crore
• New business margin improved by 210 basis points to 23.3% in H1 FY'26

Debt Issuance

Max Life Insurance raised Rs 800 crore through the issuance of unsecured, subordinated, rated, redeemable, taxable, non-cumulative, non-convertible debentures (NCDs). The NCDs, allotted on September 24, 2025, carry a coupon rate of 7.95% and are redeemable after 10 years, with an option for early redemption after one year.

Financial Metrics

Management Commentary

Sumit Madan, CEO and Managing Director of Max Life, commented on the performance: "In the first half of FY'26, Max Life continued to deliver strong growth in Individual Adjusted First Year Premium and Value of New Business, led by our proprietary channels and further supported by our partnership verticals. This has resulted in a market share of 10.1%, underscoring the strength of our balanced channel mix and our ability to nurture every relationship."

Regulatory Notice

The company has disclosed that it continues to face uncertainty regarding a show cause notice from SEBI alleging non-compliances with certain regulatory provisions. No impact has been given in the current financial results pending the outcome of this matter.

Future Outlook

While the company has shown robust growth across various metrics, it remains cautious due to the ongoing regulatory uncertainty. The debt issuance by Max Life Insurance indicates a strategic move to strengthen its capital position, which could support future growth initiatives.

Investors and stakeholders will likely keep a close eye on how Max Financial Services navigates the regulatory challenges while maintaining its growth trajectory in the coming quarters.