Nature of the Event

Regulatory filing pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submitting a Notice of Postal Ballot to shareholders for approval of two resolutions through remote e-voting.

Key Dates

  • Cut-off date for voting rights: Friday, May 29, 2026
  • Dispatch date of notice: June 5, 2026
  • Remote e-voting period: Saturday, June 6, 2026, at 9:00 AM IST to Sunday, July 5, 2026, at 5:00 PM IST
  • Scrutinizer's report submission: On or before Tuesday, July 7, 2026
  • Result declaration: On or before July 7, 2026
  • Deemed passing date of resolutions: Sunday, July 5, 2026 (if approved)

Parties Involved

  • Scrutinizer: M/s Sanjay Grover & Associates, Company Secretaries (Represented by Mr. Kapil Dev Taneja, Membership No. F4019, or failing him, Mr. Neeraj Arora, Membership No. F10781)
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Regulators: SEBI, Ministry of Corporate Affairs (MCA)

Resolutions Proposed

Item No. 1 - Special Resolution

Extension of tenure of Mr. V. Krishnan as 'Manager' of the Company and approval of remuneration:

  • Extension of term for 2 years from July 1, 2026, to June 30, 2028
  • Total remuneration of up to ₹2,30,00,000 per annum effective April 1, 2026, comprising:
  • Fixed compensation: ₹1,90,00,000
  • Variable pay: Up to ₹40,00,000
  • One-time special performance incentive of ₹25,00,000
  • In case of absence or inadequacy of profits, payment of minimum remuneration as per Schedule V of Companies Act, 2013
  • Either party may terminate the appointment with three months' written notice

Item No. 2 - Ordinary Resolution

Regularization of the appointment of Mr. Toru Nakabayashi (DIN: 11703177) as a non-executive director:

  • Appointment effective from May 13, 2026
  • Liability to retire by rotation

Voting Procedure

  • Remote e-voting through NSDL platform
  • Voting rights proportional to equity shares held as of May 29, 2026
  • Notice sent only electronically to members with registered email addresses
  • Physical copies not sent pursuant to MCA Circular Nos. 14/2020, 17/2020, and subsequent circulars including the latest being 03/2025 dated September 22, 2025
  • Members can register email addresses if not already done

Financial and Operational Impact

  • The remuneration for Mr. V. Krishnan is specified and quantified
  • The company reported net profit after tax of ₹5.9 crore for the year ended March 31, 2026 (as per Annexure A)
  • Previous remuneration paid to Mr. V. Krishnan:
  • 2023-24: ₹1,81,86,399
  • 2024-25: ₹1,88,22,507
  • 2025-26: ₹1,88,71,751

Additional Information

  • Mr. V. Krishnan holds 5,100 equity shares of the company
  • Mr. Toru Nakabayashi holds no equity shares as of the date of the notice
  • Mr. Toru Nakabayashi is nominated by Mitsui Sumitomo Insurance Company Limited, which holds 21.86% of the equity share capital
  • All relevant documents are available for inspection at the registered office and corporate office
  • Results will be posted on company website (www.maxfinancialservices.com) and NSDL website (www.evoting.nsdl.com)