Axis Bank Approves Max Financial–AMLI Amalgamation Proposal with Conditions

Mumbai, March 6, 2026: Axis Bank has provided an in-principle no-objection to a proposal for the amalgamation of Max Financial Services Limited with Axis Max Life Insurance Limited (AMLI), according to a regulatory filing made to the National Stock Exchange of India and BSE Limited on Friday.

The bank informed exchanges that its subsidiaries — Axis Securities Limited and Axis Capital Limited — collectively referred to as Axis Entities, have also issued the conditional approval for the proposed restructuring.

Proposal to Merge Max Financial with AMLI

The proposed amalgamation would merge Max Financial Services into Axis Max Life Insurance, subject to regulatory approvals and final consent from Axis Entities.

The proposal was originally disclosed by Max Financial and AMLI on January 28, 2026, after which Max Financial sought formal consent from Axis Entities under the terms of their Restated Shareholders’ Agreement dated August 9, 2023.

On March 4, 2026, Axis Entities issued a conditional in-principle no-objection (Axis NOC) to the merger plan.

Conditions Attached to Axis Bank’s Approval

Axis Bank stated that its approval is subject to several key conditions:

Continuation of the existing transaction documents and contractual terms.
Max Financial issuing a formal undertaking confirming these arrangements.
AMLI seeking final written consent from Axis Entities once the amalgamation scheme is finalized and regulatory requirements are fulfilled.

Max Financial has already executed the undertaking on March 6, 2026 in favor of Axis Bank and its subsidiaries.

Future Strategic Options for AMLI

The undertaking also outlines several future value-creation arrangements for AMLI:

1. Listing Without an IPO

Max Financial will evaluate options to list AMLI on stock exchanges without an initial public offering (IPO) and file the required regulatory applications by December 31, 2026. The listing is targeted to be completed by April 5, 2027.

2. Share Swap Option

Axis Entities may swap some or all of their shares in AMLI for non-cash consideration based on a predetermined formula.
Max Financial must complete such a swap within nine months of the right being exercised.

3. IPO Route

If AMLI is not listed by April 5, 2027, Axis Bank may issue an IPO Notice requiring Max Financial to pursue an initial public offering of AMLI.

4. Exit Sale Option

Axis Bank may choose to sell its entire stake in AMLI if the listing or swap arrangements fail to materialize.
Max Financial would then have nine months to buy the stake or find a buyer at a fair market value determined using the discounted cash flow method.

5. Forced Sale or Third-Party Sale

If Max Financial cannot complete the purchase, Axis Entities may:

Sell their shares to a third party, or
Compel Max Financial to sell its shares to a third party, or
Restart the IPO process.

Strategic Partnership in the Insurance Sector

Axis Entities and Max Financial are co-promoters of Axis Max Life Insurance, which is one of India’s major private life insurance providers.

The restructuring proposal could significantly reshape the ownership and listing roadmap of AMLI, while preserving governance rights for key shareholders such as Mitsui Sumitomo Insurance Company Limited and Axis Entities.