Max Financial Services : Disclosure under SEBI Takeover Regulations

MAX VENTURES INVESTMENT HOLDINGS PRIVATE LIMITED

Registered Office: Max House, 1, Dr. Jha Marg, Okhla, New Delhi - 110 020

Phone : [phone] Fax: [phone]

CIN: U74899DL1988PTC030778

Email Id: [e-mail]

		February 17, 2022
Listing Department	Listing Department	The Secretary
BSE Limited	National Stock Exchange of India	Max Financial
Phiroze Jeejeebhoy Towers	Limited	Services Limited
Dalal Street	Exchange Plaza, Bandra Kurla	Railmajra, Tehsil
Mumbai - 400021	Complex,	Balachaur, Distt.
	Bandra (East)	Nawanshahr
	Mumbai - 400051	Punjab - 144533
Dear Sir / Madam,

SUB. DISCLOSURE UNDER REGULATION 31(1) AND 31(2) OF SEBI (SAST) REGULATIONS, 2011

Please find enclosed disclosures in terms of Regulation 31(1) and 31(2) of SEBI (SAST) Regulations, 2011.

Also find enclosed herewith Annexure II in terms of SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2019/90 dated August 7, 2019.

You are requested to take note of the above.

Thanking you.

Yours faithfully,

For Max Ventures Investment Holdings Pvt. Ltd.

Arvind Aggarwal (Director)

Encl. as above

Disclosure by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares/invocation of encumbrance/release of encumbrance, in terms of Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Name of the Target Company (TC)	Max Financial Services Ltd.
Names of the Stock Exchanges where the shares of the target company are listed	BSE Ltd. & National Stock Exchange of India Ltd.
Date of reporting	February 17, 2022
Name of the promoter or PAC on whose shares encumbrance has been created/ released/invoked	Max Ventures Investment Holdings Private Limited

Details of the creation of encumbrances

Name of the

Promoter holding in

Promoter holding

Details of events pertaining to encumbrance (3)

Post event holding of

promoter(s) or

the

already

encumbered shares

PACs with him

target company (1)

encumbered (2)

{creation [(2)+(3)] /

(*)

release [(2)-(3)] /

invocation[(1)-(3)]]

Number

% of

Number

% of total

Type of

Date of

Type of

Reasons for

Number

% of

Name of the entity in

Number

% of total

total

share

event

creation/

encumbranc

encumbrance*

share

whose favour shares

share

share

capital

(creation/

invocation

e

*

capital

encumbered***

capital

capital

Release/

release of

(pledge/

Invocation)

encumbrance

lien/ non

disposal

Undertakings

/others)

Max Ventures

50380920

14.60%

35298039

10.22%

Creation of

15.02.2022

Creation of

Security for

120000

0.03%

Lender: BlackRock

35418039

10.25%

Investment

Pledge on

Pledge on

Loan

Asia-

Pacific

Holdings Pvt. Ltd

Shares

Shares

Private Credit Opp.

Fund II (SG) VCC

Trustee:

Catalyst

Trusteeship Ltd

35418039

10.25%

Creation of

15.02.2022

Creation of

Security for

120000

0.03%

Lender:

Infina

35538039

10.28%

Pledge on

Pledge on

Loan

Finance

Private

Shares

Shares

Ltd

Trustee: NA

35538039

10.28%

Creation of

15.02.2022

Creation of

Security for

120000

0.03%

Lender:

Infina

35658039

10.31%

Pledge on

Pledge on

Loan

Finance

Private

Shares

Shares

Ltd

Trustee: NA

35658039

10.31%

Creation of

15.02.2022

Creation of

Security for

150000

0.04%

Lender:

STCI

35808039

10.34%

Pledge on

Pledge on

Loan

Finance Ltd.

Shares

Shares

Trustee: NA

35808039

10.34%

Creation of

15.02.2022

Creation of

Security for

1250000

0.36% Lender: (i) ESOF III

37058039

10.70%

Pledge on

Pledge on

Loan

Investment

Fund

Shares

Shares

is an AIF; and (ii)

ECL

Finance

Limited is a NBFC

Trustee:

Catalyst

Trusteeship

Limited

37058039

10.70%

Creation of

16.02.2022

Creation of

Security for

200000

0.06%

Lender:

Tata

37258039

10.76%

Pledge on

Pledge on

Loan

Capital

Financial

Shares

Shares

Services

Ltd

and

Tata

Capital

Housing

Finance

Limited

Trustee:

Catalyst

Trusteeship

Limited

37258039

10.76%

Creation of

16.02.2022

Creation of

Security for

35000

0.01%

Lender:

Aditya

37293039

10.77%

Pledge on

Pledge on

Loan

Birla

Finance

Shares

Shares

Limited

Trustee: NA

37293039

10.77%

Creation of

16.02.2022

Creation of

Security for

35000

0.01%

Lender:

Aditya

37328039

10.78%

Pledge on

Pledge on

Loan

Birla

Finance

Shares

Shares

Limited

Trustee: NA

37328039

10.78%

Creation of

16.02.2022

Creation of

Security for

100000

0.03%

Lender:

Hero

37428039

10.81%

Pledge on

Pledge on

Loan

Fincorp Ltd.

Shares

Shares

Trustee: NA

37428039

10.81%

Creation of

16.02.2022

Creation of

Security for

35000

0.01%

Lender:

Hero

37463039

10.82%

Pledge on

Pledge on

Loan

Fincorp Ltd.

Shares

Shares

Trustee: NA

37463039

10.82%

Creation of

16.02.2022

Creation of

Security for

100000

0.03%

Lender:

Axis

37563039

10.85%

Pledge on

Pledge on

Loan

Finance Limited

Shares

Shares

Trustee:

Catalyst

Trusteeship Ltd

Mr. Analjit

110000

0.03%

Nil

Nil

Singh

Mrs. Neelu

100000

0.03%

Nil

Nil

Analjit Singh

Ms. Piya Singh

110333

0.03%

Nil

Nil

Mrs. Tara Singh

100000

0.03%

Nil

Nil

Vachani

For MAX VENTURES INVESTMENT HOLDINGS PRIVATE LIMITED

ARVIND AGGARWAL

DIRECTOR

Place: Noida

Date: February 17, 2022

• The names of all the Promoters, their shareholding in the target company and their pledged shareholding as on the reporting date should appear in the table irrespective of whether they are reporting

on the date of event or not.

• loans taken by the company, personal borrowing, third party pledge, etc.
• include name of both the lender and the trustee who may hold shares directly or on behalf of the lender.

Annexure - II

Format for disclosure of reasons for encumbrance

(In addition to Annexure - I prescribed by way of circular dated August 05, 2015)

Name of listed company

Name of the recognised stock exchanges where the shares of the company are listed

Name of the promoter(s) / PACs whose shares have been encumbered

Total promoter shareholding in the listed company

Encumbered shares as a % of promoter shareholding

Max Financial Services Ltd

BSE Ltd. & National Stock Exchange of India Ltd.

Refer Annexure - IIA

No. of shares - 5,08,01,253

• of total share capital - 14.72% a) Pledge of Shares - 73.94%
  b) Covenant with certain lenders to keep shares free from any encumbrance through Free Share obligation / non-disposal undertakings

Whether encumbered share is 50% or more of promoter	YES
shareholding
Whether encumbered share is 20% or more of total share	NO
capital

		ANNEXURE - IIA
	Name of the Promoter(s) / PACs whose shares have been encumbered
S. NO. NAME	NO. OF SHARES	%
1	ANALJIT SINGH	1,10,000	0.03
2	NEELU ANALJIT SINGH	1,00,000	0.03
3	PIYA SINGH	1,10,333	0.03
4	TARA SINGH VACHANI	1,00,000	0.03
5	MAX VENTURES INVESTMENT HOLDINGS PRIVATE LIMITED	5,03,80,920	14.60
	TOTAL	5,08,01,253	14.72