Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

Date: Friday, November 13, 2026

Time: 03:30 P.M. IST

Location: Held through Video Conferencing/Other Audio-Visual Means (VC/OAVM)

Type: Extra Ordinary General Meeting

Deemed Venue: Registered Office of the Bank at Grape Garden, No. 27, 3rd "A" Cross, 18th Main, 6th Block, Koramangala, Bengaluru – 560 095

Proposed Resolutions and Implications

The EGM will consider one special resolution for the approval of a preferential issue of up to 6,31,91,619 equity shares.

Resolution Details:

  • Issue Size: 6,31,91,619 equity shares of face value ₹10 each
  • Issue Price: ₹64.73 per share (including a premium of ₹54.73 per share)
  • Total Proceeds: ₹4,09,03,93,497.87 (approximately ₹409.04 crore)
  • Purpose: To strengthen the capital adequacy of the Bank, capitalize on future opportunities, ensure adequate headroom for sustained growth, and fuel strategic ambitions.

Proposed Allottees and Allocation:

| Sr. No. | Allottee Name | Number of Shares | Subscription Amount (₹) |

| 1 | International Finance Corporation | 3,84,73,561 | 2,49,03,93,603.53 |

| 2 | Bajaj Life Insurance Limited | 92,69,272 | 59,99,99,976.56 |

| 3 | Aditya Birla Sun Life Insurance Company Limited | 77,24,393 | 49,99,99,958.89 |

| 4 | HDFC Life Insurance Company Limited | 77,24,393 | 49,99,99,958.89 |

| Total | | 6,31,91,619 | 4,09,03,93,497.87 |

Key Implications:

  • The shares will rank pari passu with existing equity shares from the date of allotment.
  • Proceeds will be kept in a separate bank account and used only for the intended purpose.
  • The relevant date for price determination is October 14, 2026.
  • The bank shall not utilize proceeds until filing e-Form PAS-3 with the Registrar of Companies.

Voting Process and Methods

Remote E-Voting:

  • Service Provider: KFin Technologies Limited
  • Commencement: Tuesday, November 10, 2026, at 09:00 AM
  • End: Thursday, November 12, 2026, at 05:00 PM
  • Cut-off Date: Friday, November 6, 2026 (for determining eligibility to vote)

E-Voting During Meeting:

  • Available for members who have not voted remotely.
  • The same electronic system as remote e-voting will be used.

Voting Rights: Voting rights are proportional to the paid-up equity share capital as of the cut-off date.

Key Voting Outcomes

The voting results are not yet available as the EGM is scheduled for November 13, 2026. The results will be declared within two working days after the EGM conclusion and published on the bank's website and KFin Technologies' website.

Scrutinizer's Role

Mr. Pradeep B Kulkarni (FCS: 7260; CoP: 7835) of M/s. V Sreedharan and Associates, Company Secretaries, has been appointed as Scrutinizer. His role is to scrutinize the remote e-voting and e-voting process in a fair and transparent manner. The scrutinizer's report will be published along with the voting results.

Compliance with Laws and Regulations

The bank confirms compliance with:

  • Sections 23, 42, 62, and other applicable provisions of the Companies Act, 2013
  • SEBI (ICDR) Regulations, 2018
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Foreign Exchange Management Act, 1999 and relevant rules
  • Circulars from Ministry of Corporate Affairs and SEBI

The bank also confirms that neither it nor any of its directors or promoters are wilful defaulters or fraudulent borrowers.

Additional Financial and Operational Information

Rationale for Capital Raise:

  • The bank has expanded its gross loan book from ₹24,085 crores in FY23 to ₹45,699 crores as of September 30, 2026 (19% CAGR).
  • Secured loan book grew from ₹6,555 crores in FY23 to ₹20,079 crores by March 2026 (45.2% CAGR), representing 52.1% of the loan book as of September 30, 2026.
  • Deposits grew from ₹25,538 crores in FY23 to ₹50,643 crores as of September 30, 2026 (21.4% CAGR), crossing ₹50,000 crore milestone.
  • CASA grew from ₹6,744 crore in FY23 to ₹13,062 crore in FY26 (24.7% CAGR), with CASA ratio improving from 26.4% to 28.6%.
  • The board approved a capital raise of up to ₹2,000 crores on May 8, 2026, which was subsequently approved by shareholders at the 10th AGM on July 24, 2026.

Valuation: The issue price of ₹64.73 per share was determined pursuant to SEBI ICDR Regulations and certified by an independent registered valuer, M/s JBPR Valuation Advisory LLP (IBBI Regn No.: IBBI/RV-E/05/2021/150).

Shareholding Pattern Impact:

The post-issue shareholding pattern (undiluted) will change as follows for key allottees:

  • International Finance Corporation: From 3.18% (6.21 crore shares) to 4.99% (10.06 crore shares)
  • Bajaj Life Insurance: From 0.25% (49.25 lakh shares) to 0.70% (1.42 crore shares)
  • Aditya Birla Sun Life Insurance: From nil to 0.38% (77.24 lakh shares)
  • HDFC Life Insurance: From nil to 0.38% (77.24 lakh shares)

The bank has no promoters, and none of the directors or key managerial personnel intend to subscribe to the issue.