Max Financial Services chairman and AGM

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Approval for increase in the Authorised Share Capital and consequential amendment to the Memorandum of Association of the Company

  36 for0 against
• Approval for raising of funds in one or more tranches by issuance of equity shares and/or other eligible securities

  35 for0 against
• Approval for the partial modification of resolution earlier passed on September 27, 2023 pertaining to the terms and conditions of the arrangements with Axis Bank and its subsidiaries with respect to Axis Max Life Insurance LimitedMoreLess

  9 for0 against
• Approval for material related party transactions between Axis Max Life Insurance Limited (“AMLI”), a material subsidiary of the Company and its related party, viz., Axis Bank Limited for subscription of equity shares of AMLI by Axis Bank Limited, on a preferential allotment basis aggregating up to INR 389,00,00,000 (Rupees Three Hundred Eight Nine Crores)MoreLess

  35 for0 against

• Appointment of Mr. Bharat Anand (DIN: 02806475) as an Independent Director of the Company.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual FundBharat Anand, 49, is Partner at Khaitan & Co. He has over 25 years of experience in mergers & acquisitions, joint ventures, private equity transactions and strategy. We believe, as Partner at Khaitan & Co, his responsibilities are equivalent to a whole-time directorship. With this appointment, he will be an Independent Director on the board of five listed companies (including Max Financial Services Limited, J. K Paper Limited, Sandhar Technologies Limited, Mankind Pharma Limited and Syrma SGS Technology Limited). We note that his attendance at board meetings of Syrma SGS Technology Limited and Mankind Pharma Limited was below the 75% threshold and his board meeting attendance at Sandhar Technologies and J K Paper Limited was less than 100% for FY25. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Further, as per public sources, Khaitan & Co were the domestic legal counsel to the rights issue announced by Max India: a group company in June 2025. Given the potential conflict of interest, we classify Bharat Anand as Non-Independent. Given the above reasons, we do not support the resolution.
  • Invesco Mutual FundBharat Anand, 49, is Partner at Khaitan & Co. He has over 25 years of experience in mergers & acquisitions, joint ventures, private equity transactions and strategy. We believe, as Partner at Khaitan & Co, his responsibilities are equivalent to a whole-time directorship. With this appointment, he will be an Independent Director on the board of five listed companies (including Max Financial Services Limited, J. K Paper Limited, Sandhar Technologies Limited, Mankind Pharma Limited and Syrma SGS Technology Limited). We note that his attendance at board meetings of Syrma SGS Technology Limited and Mankind Pharma Limited was below the 75% threshold and his board meeting attendance at Sandhar Technologies and J K Paper Limited was less than 100% for FY25. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. Further, as per public sources, Khaitan & Co were the domestic legal counsel to the rights issue announced by Max India: a group company in June 2025. Given the potential conflict of interest, we classify Bharat Anand as Non-Independent. Given the above reasons, we do not support the resolution

  32 for4 against
• For payment of remuneration to Mr. Bharat Anand (DIN: 02806475), pursuant to his appointment as an Independent Director of the Company

  36 for0 against

• Appointment of Mr. Pradeep Pant (DIN: 00677064) as an Independent Director of the Company.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance concern: Prolonged association with the Group.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merits of director. Governance concern: Prolonged association with the Group.
  • Canara Robeco Mutual FundPradeep Pant, 71, has over three decades of experience in the FMCG industry and was Executive Vice President and President of Asia Pacific (AP) and Eastern Europe, Middle East and Africa (EEMEA) for Mondelēz International. In the past, he has also worked with Fonterra Brands, The Gillette Company, Nestle, J Walter Thompson, and the Tata group. He serves as an independent director on the board of subsidiary Axis Max Life Insurance Limited since February 2019 and on group companies Max India and Antara Senior Living Limited: since June 2020 and from March 2015 to March 2025 respectively. Given his long association with the group, we consider his aggregate tenure to be the earliest association with the group - from March 2015. We do not support appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years , as we believe that this is not in line with the spirit of the regulations.
  • HDFC Mutual FundMr. Pradeep Pant, 71, has over three decades of experience in the FMCG industry and was Executive Vice President and President of Asia Pacific (AP) and Eastern Europe, Middle East and Africa (EEMEA) for Mondelez International. He serves as an independent director on the board of subsidiary Axis Max Life Insurance Limited since February 2019 and on group companies Max India and Antara Senior Living Limited: since June 2020 and from March 2015 to March 2025 respectively. Given his long association with the group, we consider his aggregate tenure to be the earliest association with the group - from March 2015. We do not support appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because:• The approval of this request will exceed Pradeep Pant's association with the company including the termserved at the subsidiary company for more than ten years.
  • ICICI Prudential Mutual FundMr. Pradeep Pant’s association with the Max Group spans more than ten years when considering his Directorship across Max India Ltd, Antara Senior Living Ltd and Niva Bupa Health Insurance Company Ltd (when it was a part of Max Group). Therefore, the proposed appointment for 5 years in the Company will lead to prolonged association with the group for more than 10 years. Although, the proposed appointment is compliant with law, the AMC is of the opinion that such prolonged association with the Group is not indicative of a good governance measure and the same may have implications over the independence of an Independent Director. Hence, the AMC had voted against the resolution.
  • Invesco Mutual FundPradeep Pant, 71, has over three decades of experience in the FMCG industry and was Executive Vice President and President of Asia Pacific (AP) and Eastern Europe, Middle East and Africa (EEMEA) for Mondelez International. In the past, he has also worked with Fonterra Brands, The Gillette Company, Nestle, J Walter Thompson, and the Tata group. He serves as an independent director on the board of subsidiary Axis Max Life Insurance Limited since February 2019 and on group companies Max India and Antara Senior Living Limited: since June 2020 and from March 2015 to March 2025 respectively. Given his long association with the group, we consider his aggregate tenure to be the earliest association with the group - from March 2015. The company also seeks approval for his continuation on the board on attainment of 75 years of age. We do not support appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years , as we believe that this is not in line with the spirit of the regulations
  • Jio BlackRock Mutual Fund, Mahindra Manulife Mutual Fund, Sundaram Mutual FundPradeep Pant, 71, has over three decades of experience in the FMCG industry and was Executive Vice President and President of Asia Pacific (AP) and Eastern Europe, Middle East and Africa (EEMEA) for Mondelēz International. In the past, he has also worked with Fonterra Brands, The Gillette Company, Nestle, J Walter Thompson, and the Tata group. He serves as an independent director on the board of subsidiary Axis Max Life Insurance Limited since February 2019 and on group companies Max India and Antara Senior Living Limited: since June 2020 and from March 2015 to March 2025 respectively. Given his long association with the group, we consider his aggregate tenure to be the earliest association with the group - from March 2015. The company also seeks approval for his continuation on the board on attainment of 75 years of age. We do not support appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years , as we believe that this is not in line with the spirit of the regulations.

  17 for19 against
• Payment of remuneration to Mr. Pradeep Pant (DIN: 00677064), pursuant to his appointment as an Independent Director of the Company:

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual FundGovernance concern: Prolonged association with the Group.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merits of director. Governance concern: Prolonged association with the Group.
  • ICICI Prudential Mutual FundPayment of Remuneration is linked to appointment. As the AMC is voting against the appointment resolution, so this resolution is linked to the above resolution. Hence, the AMC voted against the resolution.
  • Mahindra Manulife Mutual FundNo concern on the merits of director. Governance concern: Prolonged association with the Group.
  • WhiteOak Capital Mutual FundPradeep Pant, 71, has over three decades of experience in the FMCG industry. We do not support his appointment as the aggregate tenure with the company/ group exceeds 10 years. We do not support the resolution.

  24 for12 against

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon.MoreLess

  33 for0 against
• To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditors thereon.

  ›Against Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundUnqualified financial statements. Non-Compliant with Section 136(1) of the Companies Act & Regulation 46(2)(s) of SEBI LODR 2015: Non-disclosure of audited financial statements of subsidiaries on the website of the Company.

  31 for2 against
• To appoint Mr. Mitsuru Yasuda (DIN: 08785791), who retires by rotation and being eligible offers himself for re-appointment as a Director.

  33 for0 against
• To appoint Mr. Hideaki Nomura (DIN: 05304525), who retires by rotation and being eligible offers himself for re-appointment, as a Director.

  32 for0 against
• Material related party transactions between Axis Max Life Insurance Limited, the material subsidiary of the Company and its related party, viz., Axis Bank Limited for payment of fees/ commission for distribution of life insurance products, brand usage fees, display of publicity materials, procuring banking services, and other related businessMoreLess

  ›Against Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Transparency Concern: Axis Bank Ltd, in its AGM for FY 2024-25, had proposed certain transactions to be entered with Axis Max Life Insurance Ltd, however, the same have not been proposed by the Company. Hence, there lies an information gap as to how same parties are seeking approval for different RPTs from their respective shareholders.

  31 for2 against
• Re-appointment of Mr. K. Narasimha Murthy (DIN: 00023046) as an Independent Director of the Company

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance Concern: Prolonged Association with the Group.
  • Axis Mutual Fund, Canara Robeco Mutual Fund, Jio BlackRock Mutual Fund, Mahindra Manulife Mutual Fund, Sundaram Mutual FundK. Narasimha Murthy, 68, is partner at Narasimha Murthy & Co., a firm engaged in Cost & Management Accountancy. He has been on the board of Max Financial Services since March 2021. He has attended all four board meetings held in FY25 (100%). He had served as an Independent Director on the Board of Max Financial Services from December 2009 to September 2012. Further, he was an Independent Director on the Board of Axis Max Life Insurance (a material subsidiary of MFSL) from August 2013 to April 2024. Since there was no cooling off period (complete disassociation for three years from the Max group), we consider his entire tenure from December 2009. In addition, he has served as an Independent Director on the Boards of other Max Group companies, including Max Ventures (now amalgamated into Max Estates), Max Life Pension Fund Management, and Max Healthcare Institute. Given this tenured association with the Max Group for more than ten years, we do not support his reappointment as an Independent Director. Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on merit & profile of appointee. Governance Concern: Prolonged Association with the Group.
  • HDFC Mutual FundMr. K. Narasimha Murthy, 68, is partner at Narasimha Murthy & Co., a firm engaged in Cost & Management Accountancy. Given this tenured linkage with the Max Group for more than ten years, we do not support his reappointment as an Independent Director. We do not support the resolution.
  • Invesco Mutual FundK. Narasimha Murthy, 68, is partner at Narasimha Murthy & Co., a firm engaged in Cost & Management Accountancy. He has been on the board of Max Financial Services since March 2021. He has attended all four board meetings held in FY25 (100%). He had served as an Independent Director on the Board of Max Financial Services from December 2009 to September 2012. Further, he was an Independent Director on the Board of Axis Max Life Insurance (a material subsidiary of MFSL) from August 2013 to April 2024. Since there was no cooling off period (complete disassociation for three years from the Max group), we consider his entire tenure from December 2009. In addition, he has served as an Independent Director on the Boards of other Max Group companies, including Max Ventures (now amalgamated into Max Estates), Max Life Pension Fund Management, and Max Healthcare Institute. Given this tenured association with the Max Group for more than ten years, we do not support his reappointment as an Independent Director. Hence, we do not support the resolution
  • WhiteOak Capital Mutual FundK. Narasimha Murthy, 68, is partner at Narasimha Murthy & Co., a firm engaged in Cost & Management Accountancy. Given this tenured association with the Max Group for more than ten years, we do not support his reappointment as an Independent Director. Hence, we do not support the resolution.

  15 for18 against
• For appointment of M/s Sanjay Grover & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company effective from April 1, 2025 to March 31, 2030

  33 for0 against
• Shifting of Registered office of the Company from the State of Punjab to the State of Haryana

  33 for0 against
• Alteration of the Memorandum of Association (MOA) of the Company

  33 for0 against

• Approval for the appointment of Ms. Malini Thadani (DIN: 01516555) as an Independent Director of the Company

  28 for0 against
• Approval for payment of remuneration to Ms. Malini Thadani (DIN: 01516555), an Independent Director of the Company

  28 for0 against
• Approval of material related party transaction between Max Life Insurance Company Limited (now Axis Max Life Insurance Limited), a material subsidiary of the Company and its related party, viz., Axis Bank Limited for the usage of the ‘Axis’ name and logo in the new corporate name and new brand logo of Max Life Insurance Company Limited after the change of its nameMoreLess

  28 for0 against

• To receive, consider and adopt the audited standalone financial statements of the Companynfor the financial year ended March 31, 2024, together with the Reports of the Board ofnDirectors and Auditors thereonMoreLess

  26 for0 against
• To receive, consider and adopt the audited consolidated financial statements of the Companynfor the financial year ended March 31, 2024, together with the Report of the Auditors thereon

  26 for0 against
• To appoint Mr. Analjit Singh (DIN: 00029641), who retires by rotation and being eligible offersnhimself for re-appointment as a Director

  26 for0 against
• To appoint Mr. Sahil Vachani (DIN: 00761695), who retires by rotation and being eligible offersnhimself for re-appointment, as a Director

  26 for0 against
• Approval for material related party transactions between Max Life Insurance Company Limited, a material subsidiary of the Company and its related party, viz., Axis Bank Limited for payment of fees/ commission for distribution of life insurance products, display of publicity materials, procuring banking services, and other related businessMoreLess

  26 for0 against