IDFC FIRST BANK LIMITED — Proxy Solicitation & Information Statement 2024

Apr 8, 2024

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IDFCFIRSTBANK/SD/03/2024-25

April 08, 2024

BSE Limited

National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Dalal Street, Fort Bandra Kurla Complex, Bandra (East) Mumbai 400 001 Mumbai 400 051 BSE Scrip Code: 539437 NSE Symbol: IDFCFIRSTB

Dear Sir/ Madam,

Sub.: Notice convening the Meeting of the Equity Shareholders (which include Public Shareholders) of IDFC FIRST Bank Limited ("IDFC FIRST Bank") pursuant to order dated March 22, 2024 ("Order") passed by the Hon'ble National Company Law Tribunal, Chennai Bench, Chennai ("NCLT")

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Ref.: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

This is in connection with the Joint Company Scheme Application No. CA(CAA)/2 (CHE)/2024 filed with the Hon'ble NCLT, in relation to the Composite Scheme of Amalgamation among IDFC Financial Holding Company Limited (“ Transferor Company ”) and IDFC Limited (“ Transferee Company ” / “ Amalgamating Company ”) and IDFC FIRST Bank Limited (“ Amalgamated Company ”) and their respective shareholders (“ Scheme ”).

The Hon'ble NCLT, by way of its order dated March 22, 2024 (“ Order ”) passed in the said Joint Company Scheme Application has inter-alia directed IDFC FIRST Bank to convene a meeting of its equity shareholders (which include public shareholders), to approve the arrangement embodied in the Scheme under Sections 230 to 232 of the Companies Act, 2013 (“ Act ”) and other applicable provisions thereof and applicable rules thereunder, on Friday, May 17, 2024 , at 02:00 p.m. (1400 hours) Indian Standard Time (“ IST ”) through Video Conference (“ VC ”)/ Other Audio-Visual means (“ OAVM ”).

Accordingly, we hereby enclose the following for your information and record: 1. Notice dated March 30, 2024 convening the said meeting (“ NCLT Notice ”);

1. Explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of the Act and the rules made thereunder; and

2. Annexures as indicated in the Index to the aforesaid Notice which includes the Scheme.

IDFC FIRST Bank Limited

Corporate Office: IDFC FIRST Bank Tower, (The Square), C-61, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. Tel: +91 22 7132 5500 Fax: +91 22 2654 0354 Registered Office: KRM Towers, 7th Floor, No.1, Harrington Road, Chetpet, Chennai - 600 031. Tel: +91 44 4564 4000 Fax: +91 44 4564 4022 CIN: L65110TN2014PLC097792 bank.info@idfcfirstbank.com www.idfcfirstbank.com

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IDFC FIRST Bank would provide e-voting facility to its equity shareholders to enable them to cast their votes through remote e-voting and e-voting during the Meeting. Some of the important details regarding remote e-voting are provided below:

EVEN	128198
Cut-off date for determining the members entitled to vote	Friday, May 10, 2024
Remote e -voting period and time	Sunday, May 12, 2024 (09.00 a.m.) to Thursday, May 16, 2024 (05.00 p.m.)*

• E-voting will also be made available during the Meeting, for those equity shareholders of IDFC FIRST Bank who have not voted through remote e-voting.

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The Notice, the explanatory statement and the Annexures as indicated in the Index, are being sent through electronic mode to those equity shareholders whose e-mail IDs are registered with KFin Technologies Limited (“ KFIN ”) and/or with concerned depositories; and through speed post, physically, to those equity shareholders who have not registered their e-mail IDs with KFIN and/or with concerned depositories, whose names appear in the register of members/list of beneficial owners as on Friday, March 29, 2024 .

The Bank is in the process of simultaneously dispatching (by electronic means and physically, as the case may be) the aforesaid NCLT Notice to the Equity Shareholders of the Bank and other regulatory and statutory authorities entitled to receive the same from today, i.e. Monday, April 08, 2024.

We would like to inform you that the said documents are also being uploaded on the website of IDFC FIRST Bank at www.idfcfirstbank.com.

As required under the proviso to Section 230(3) of the Act, we request Stock Exchanges to kindly upload the Notice dated March 30, 2024 along with the other documents mentioned above on their website.

We request you to kindly take the same on record.

Thanking you, Yours faithfully,

For IDFC FIRST Bank Limited

SATISH Digitally signed by SATISH ASHOK ASHOK GAIKWAD Date: 2024.04.08 GAIKWAD 19:38:32 +05'30'

Satish Gaikwad

Head – Legal & Company Secretary

Encl.: As Above

IDFC FIRST Bank Limited

Corporate Office: IDFC FIRST Bank Tower, (The Square), C-61, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. Tel: +91 22 7132 5500 Fax: +91 22 2654 0354 Registered Office: KRM Towers, 7th Floor, No.1, Harrington Road, Chetpet, Chennai - 600 031. Tel: +91 44 4564 4000 Fax: +91 44 4564 4022 CIN: L65110TN2014PLC097792 bank.info@idfcfirstbank.com www.idfcfirstbank.com

NOTICE EQUITY SHAREHOLDERS

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IDFC FIRST Bank Limited

CIN: L65110TN2014PLC097792

Registered Office : KRM Tower, 7[th] Floor, No. 1, Harrington Road, Chetpet, Chennai 600 031, Tamil Nadu, India. Tel : + 91 44 4564 4000 Corporate Office : IDFC FIRST Bank Tower (The Square), C-61, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India. Tel : + 91 22 7132 5500 Website : www.idfcfirstbank.com | E-mail : bank.info@idfcfirstbank.com

Registered Offce	:	KRM Tower, 7thFloor, No. 1, Harrington Road, Chetpet, Chennai - 600 031,
		Tamil Nadu, India
Corporate Offce	:	IDFC FIRST Bank Tower (The Square), C-61, G Block, Bandra-Kurla Complex,
		Bandra (East), Mumbai 400 051, Maharashtra, India
Phone No.	:	+ 91 22 7132 5500
Corporate Identity Number	:	L65110TN2014PLC097792
Website	:	www.idfcfrstbank.com
E-mail	:	bank.info@idfcfrstbank.com

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF IDFC FIRST BANK LIMITED

(convened pursuant to the order dated March 22, 2024 passed by the Hon’ble National Company Law Tribunal, Division Bench - II, Chennai)

MEETING:

MEETING:
Day	Friday
Date	May17,2024
Time	02:00p.m.(1400 hours)Indian Standard Time(“IST”)
Mode	Through Video Conference/ Other Audio-Visual Means (“VC/ OAVM”)

REMOTE ELECTRONIC VOTING (‘remote e-voting’):

EVEN	128198
Cut-off date for determining the Equity Shareholders entitled to vote and attend meeting	Friday, May 10, 2024
Commencement of remote e-voting period	Sunday,May12,2024 at 09.00 a.m.(0900 hours)IST
End of remote e-voting period	Thursday,May16,2024 at 05.00p.m.(1700 hours)IST

E-VOTING DURING THE MEETING (‘e-voting during the Meeting’):

E-Voting during the meeting would be available for those Equity Shareholders who had not earlier voted through remote e-voting and this facility would be available for an additional 30 minutes post conclusion of the discussion at the aforesaid Meeting.

1

IDFC FIRST Bank LImITeD

INDEX

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SN Contents Page No.
NOTICE AND EXPLANATORY STATEMENT
1. Notice convening the meeting of the Equity Shareholders of IDFC FIRST Bank Limited under 4
the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, pursuant to the
directions of the Hon’ble National Company Law Tribunal, Chennai Bench (“ Notice ”)
2. Statement in terms of Sections 102, 230 to 232 and other applicable provisions of the Companies 17
Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)
Rules, 2016, NCLT Order, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 read with applicable SEBI circulars (“ Explanatory Statement ”)
ANNEXURES
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SN	Contents	Page No.
NOTICE AND EXPLANATORY STATEMENT
1.	Notice convening the meeting of the Equity Shareholders of IDFC FIRST Bank Limited under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, pursuant to the directions of the Hon’ble National CompanyLaw Tribunal,Chennai Bench(“Notice”)	4
2.	Statement in terms of Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, NCLT Order, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI circulars(“Explanatory Statement”)	17
ANNEXURES
1.	Annexure 1 Composite Scheme of Amalgamation of: (i) IDFC Financial Holding Company Limited into and with IDFC Limited; and (ii) IDFC Limited into and with IDFC FIRST Bank Limited and their respective shareholders, and reduction of securities premium account of the Bank; under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act,2013	54
2.	Annexure 2 Copy of valuation report, dated July 03, 2023, jointly issued by Mr. Harsh Chandrakant Ruparelia, Registered Valuer and SSPA & Co., Chartered Accountants, Registered Valuer (“Joint Valuation Report 1”)	117
3.	Annexure 3 Summary of Joint Valuation Report 1 including the basis of such Joint Valuation Report 1 and fairness opinion	135
4.	Annexure 4 Copy of valuation report, dated July 03, 2023, jointly issued by Deloitte Touche Tohmatsu India LLP and SSPA & Co.,Chartered Accountants(“Joint Valuation Report 2”)	136
5.	Annexure 5 Summary of Joint Valuation Report 2 including the basis of such Joint Valuation Report 2 and fairness opinion	151
6.	Annexure 6 Copy of fairness opinion dated July 03, 2023, issued by ICICI Securities Limited to the board of directors of IDFC FIRST Bank Limited	152
7.	Annexure 7 Copy of fairness opinion dated July 03, 2023, issued by Axis Capital Limited to the board of directors of IDFC Limited and IDFC Financial HoldingCompanyLimited	156
8.	Annexure 8 Report adopted by the board of directors of IDFC FIRST Bank Limited on February 09, 2024, pursuant to theprovisions of Section 232(2)(c)of the Companies Act,2013	164
9.	Annexure 9 Report adopted by the board of directors of IDFC Financial Holding Company Limited on July 03,2023, pursuant to theprovisions of Section 232(2)(c)of the Companies Act,2013	169
10.	Annexure 10 Report adopted by the board of directors of IDFC Limited on July 03, 2023, pursuant to the provisions of Section 232(2)(c)of the Companies Act,2013	178
11.	Annexure 11 Copy of Unaudited Standalone and Consolidated Financial Results (Limited Review) of IDFC FIRST Bank Limited for thequarter and nine months ended December 31,2023	186

2 Notice

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SN Contents Page No.
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SN	Contents	Page No.
12.	Annexure 12 Copy of Unaudited Standalone Financial Results (Limited Review) of IDFC Financial Holding CompanyLimited for thequarter and nine months ended December 31,2023	197
13.	Annexure 13 Copy of Unaudited Standalone and Consolidated Financial Results (Limited Review) of IDFC Limited for thequarter and nine months ended December 31,2023	200
14.	Annexure 14 The share capital built-up for the Amalgamated Company, Transferor Company and the Transferee Company/ AmalgamatingCompany	210
15.	Annexure 15 The applicable information of IDFC Financial Holding Company Limited in the format specifed for abridged prospectus as provided in Part E of Schedule VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certifcate issued by Fedex Securities Private Limited, an Independent SEBI Registered Merchant Banker, SEBI Registration No. INM000010163	234
16.	Annexure 16 Copy of No Complaints Report dated August 11, 2023, submitted by IDFC FIRST Bank Limited to BSE Limited	244
17.	Annexure 17 Copy of No Complaints Report dated September 6, 2023, submitted by IDFC FIRST Bank Limited to the National Stock Exchange of India Limited	246
18.	Annexure 18 Copy of No Complaints Report dated September 9, 2023, submitted by IDFC Limited to BSE Limited	247
19.	Annexure 19 Copy of No Complaints Report dated September 9, 2023, submitted by IDFC Limited to National Stock Exchange of India Limited	248
20.	Annexure 20 Copy of no adverse observations letter dated November 13, 2023, from BSE Limited to IDFC FIRST Bank Limited and IDFC Limited	249
21.	Annexure 21 Copy of no-objection letter dated November 13, 2023, from National Stock Exchange of India Limited to IDFC FIRST Bank Limited and IDFC Limited	254
22.	Annexure 22 Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against IDFC FIRST Bank Limited, its promoters and directors and details of regulatoryactions against the entities involved	260
23.	Annexure 23 Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against IDFC Limited and IDFC Financial Holding Company Limited,itspromoters and directors and details of regulatoryactions against the entities involved	272
24.	Annexure 24 Copyof the order of the National CompanyLaw Tribunal,Chennai Bench dated March 22,2024	277

NCLT convened Meeting - Equity Shareholders 3

IDFC FIRST Bank LImITeD

FORM NO. CAA 2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

DIVISION BENCH - II, CHENNAI CA(CAA)/2(CHE)/2024

In the matter of the Companies Act, 2013 AND In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 AND In the matter of Composite Scheme of Amalgamation AMONG IDFC Financial Holding Company Limited (“Transferor Company”/ “Applicant 1”) INTO AND WITH IDFC Limited (“Transferee Company” / “Amalgamating Company”/ “Applicant 2”) INTO AND WITH IDFC FIRST Bank Limited (“Amalgamated Company”/ “Applicant 3”/ “Bank”) AND their respective shareholders

IDFC FIRST BANK LIMITED, a company incorporated under the provisions of the Companies Act, 2013 and having its registered office at KRM Tower, 7[th] Floor, No. 1, Harrington Road, Chetpet, Chennai – 600 031, Tamil Nadu, India.

CIN: L65110TN2014PLC097792

….. Applicant 3/ Amalgamated Company/ Bank

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF IDFC FIRST BANK LIMITED

(being convened pursuant to the order dated March 22, 2024 passed by the Hon’ble National Company Law Tribunal, Division Bench - II, Chennai)

To,

The Equity Shareholders of IDFC FIRST Bank Limited:

NOTICE is hereby given that in accordance with the order dated March 22, 2024 in the above mentioned joint Company Application ( “NCLT Order” ), the Hon’ble National Company Law Tribunal, Chennai Bench ( “NCLT” ) has directed convening of a meeting of the Equity Shareholders ( “equity shareholders” ) of IDFC FIRST Bank Limited for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the composite scheme of amalgamation which envisages (i) amalgamation of

4 Notice

(a) IDFC Financial Holding Company Limited into and with IDFC Limited; and (b) IDFC Limited into and with IDFC FIRST Bank Limited and their respective shareholders; and (ii) reduction of securities premium account of the Bank ( “Scheme” ) pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“ Companies Act ”) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( “CAA Rules” ) and the other applicable provisions of the Companies Act and applicable rules thereunder.

In pursuance of the NCLT Order and as directed therein, the meeting of the equity shareholders of the Amalgamated Company will be held on Friday, May 17, 2024 at 02:00 p.m. (1400 hours) India Standard Time (“ IST ”) through Video Conferencing (“ VC ”) or Other Audio Visual Means ( “OAVM” ) (hereinafter referred to as the “ Meeting ”) in compliance with the applicable provisions of the Companies Act; SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and General Circulars No. 14/2020 dated April 08, 2020, No. 17/2020 dated April 13, 2020, and No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs ( “MCA” ), Government of India and the Securities and Exchange Board of India ( “SEBI” ) vide its Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and Circular no. SEBI/HO/CFD/CFDPoD-2/P/CIR/2023/167 dated October 07, 2023 (collectively referred to as “ Relevant Circulars ”) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India, to transact the following business:

To consider and if thought fit, to pass, the following resolution for approval of the Scheme by requisite majority, with or without modification(s):

“ RESOLVED THAT pursuant to and in accordance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable rules, circulars and notifications made thereunder, Section 2(1B) of the IncomeTax Act, 1961, the Banking Regulation Act, 1949, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Competition Act, 2002, Reserve Bank of India (“RBI”) Master Direction - Amalgamation of Private Sector Banks, Directions, 2016, the Securities and Exchange Board of India (“ SEBI ”) Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/003 dated January 03, 2022 and other applicable laws and regulations, including such other directions, circulars, guidelines, etc., issued/notified by the RBI, SEBI or any other statutory or regulatory authority (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the no objection letter dated December 18, 2023 issued by the Reserve Bank of India, the no adverse observations letter and No-objection letter issued by BSE Limited and the National Stock Exchange of India Limited, respectively, both dated November 13, 2023, letter dated October 17, 2023 issued by the Competition Commission of India approving the combination under Green Channel Route and other statutory approvals obtained, the provisions of the Memorandum of Association and Articles of Association of IDFC FIRST Bank Limited and subject to the approval of Hon’ble National Company Law Tribunal, Chennai Bench (“ NCLT ”) including such conditions and modifications as may be prescribed or imposed by the NCLT or by any other statutory or regulatory authorities, which may be agreed to by the board of directors of IDFC FIRST Bank Limited (“ Board ”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the composite scheme of amalgamation which envisages (i) amalgamation of (a) IDFC Financial Holding Company Limited (“ Transferor Company ”) into and with IDFC Limited (“ Transferee Company/ Amalgamating Company ”); and (b) IDFC Limited into and with IDFC FIRST Bank Limited (“ Amalgamated Company ” or “ Bank ”) and their respective shareholders; and (ii) reduction of securities premium account of the Bank (“ Scheme ”), the draft of which was circulated along with this Notice, be and is hereby approved.

RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the above resolution and effectively implement the arrangement embodied in the Scheme and to accept such

NCLT convened Meeting - Equity Shareholders 5

IDFC FIRST Bank LImITeD

modifications, amendments, limitations and/or conditions, if any, which may be required by any regulatory bodies or statutory authorities and/ or imposed by the NCLT while sanctioning the Scheme including power to settle difficulties or questions that may arise thereof or in any matter whatsoever connected therewith, including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/or officer(s) of the Bank or such other authorized representatives as may be appointed, to give effect to this resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from equity shareholders of the Bank.”

TAKE FURTHER NOTICE that:

1. pursuant to the NCLT Order and in compliance with the Relevant Circulars, this Meeting is held through VC/ OAVM. Therefore, the physical attendance of the equity shareholders has been dispensed with. Accordingly, voting by equity shareholders of the Amalgamated Company to the resolution contained in notice shall be carried out only (a) through e-voting system available during the Meeting and (b) by remote e-voting during the period as below:

the period as below:
Commencement of remote e-voting period	Sunday, May12, 2024 at 09.00 a.m.(0900 hours)IST
End of remote e-voting period	Thursday, May16, 2024 at 05.00p.m.(1700 hours)IST

1. the NCLT has appointed Mr. Varadharajan as the Chairperson of the Meeting including for any adjournment thereof.

2. the NCLT has appointed Mr. Ramesh Kumar Mallela as the scrutinizer to scrutinize the e-voting during the Meeting and remote e-voting process in a fair and transparent manner.

3. the quorum of the Meeting of the equity shareholders of the Amalgamated Company shall be 100 (One hundred) equity shareholders of the Amalgamated Company, as directed by the NCLT. In case the said quorum is not present at the Meeting, then the Meeting shall be adjourned by half an hour, and thereafter the members present shall be deemed to constitute the quorum.

4. at least one independent director of the Amalgamated Company and the joint statutory auditors (through their authorized representative) of the Amalgamated Company shall be attending the Meeting through VC/ OAVM.

5. the Amalgamated Company has engaged the services of National Securities Depository Limited ( “NSDL” ) for the purpose of providing facility of VC/ OAVM, voting by remote e-voting and e-voting during the Meeting so as to enable the equity shareholders, which includes the Public Shareholders (as defined in the Notes below), to cast their votes on the aforesaid resolution.

6. "requisite majority" - Scheme shall be considered approved by the equity shareholders of the Amalgamated Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity shareholders through remote e-voting and e-voting during the Meeting, in terms of the provisions of Sections 230 to 232 of the Companies Act.

Further, in accordance with the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/003 dated January 03, 2022, the Scheme shall be acted upon only if the number of votes cast by the Public Shareholders (through remote e-voting and e-voting during the Meeting) in favour of the aforesaid resolution for approval of Scheme is more than the number of votes cast by the Public Shareholders against it.

1. the Scheme, if approved by the equity shareholders at the Meeting, will be subject to the subsequent approval of NCLT and other approvals, permissions and sanctions of statutory or regulatory or other authorities, as may be required.

6 Notice

1. in compliance with the Relevant Circulars issued by MCA and SEBI and the NCLT Order, the aforesaid Notice, the explanatory statement and the Annexures (including the Scheme) as indicated in the Index (collectively referred to as “PARTICULARS” ), are being sent to all the equity shareholders whose names appear in the register of members/ list of beneficial owners as on Friday, March 29, 2024 .

2. the Cut-off date for determining the eligibility of Equity Shareholders to vote and attend the Meeting shall be Friday, May 10, 2024 ( “Cut-off date” ). The votes cast by the said Equity Shareholders shall be reckoned with reference to such Cut-off date.

Date: March 30, 2024

Place: Mumbai

Sanjeeb Chaudhuri DIN 03594427 Chairperson

Registered office:

KRM Tower, 7[th] Floor, No. 1, Harrington Road, Chetpet, Chennai - 600 031, Tamil Nadu, India.

NCLT convened Meeting - Equity Shareholders 7

IDFC FIRST Bank LImITeD

Notes:

1. In pursuance of the NCLT Order and in compliance with the applicable provisions of the Companies Act and Relevant Circulars, the Amalgamated Company is permitted to hold the meeting of the equity shareholders through VC/ OAVM without physical presence of the Members at a common venue. The deemed venue for the Meeting shall be the Registered Office of the Amalgamated Company.

2. Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/003 dated January 03, 2022, as amended from time to time ( “SEBI Circular” ) issued by SEBI, inter-alia , provides that approval of Public Shareholders of the Amalgamated Company to the Scheme shall be obtained through e-voting. Since, the Amalgamated Company is seeking the approval of its equity shareholders (which includes Public Shareholders) to the Scheme by way of voting through remote e-voting and e-voting during the Meeting, no separate procedure for voting would be required to be carried out by the Amalgamated Company for seeking the approval to the Scheme by its Public Shareholders in terms of the SEBI Circular. The aforesaid notice sent to the equity shareholders (which includes Public Shareholders) of the Amalgamated Company would be deemed to be the notice sent to the Public Shareholders of the Amalgamated Company. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2 of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly.

3. Since the Amalgamated Company is directed to convene a meeting of its equity shareholders, which includes Public Shareholders, and the voting in respect of the equity shareholders, which includes Public Shareholders, is through remote e-voting and e-voting during the Meeting, the same is in sufficient compliance of the SEBI Circular.

4. Since, the Meeting is being held pursuant to NCLT Order and Relevant Circulars through VC/ OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the shareholders as directed in the NCLT Order, will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto. In pursuance of Section 113 of the Companies Act, institutional/ corporate members intending to participate and vote during the Meeting and/or to vote through remote e-voting, are requested to send a certified copy of the board resolution authorising their representative(s) to attend and vote on their behalf and/or to vote through remote e-voting, to the scrutinizer through e-mail at rk@charteredramesh.com with a copy marked to evoting@nsdl.com and secretarial@idfcfrstbank.com by quoting the concerned DP ID and Client ID or Folio Number before remote e-voting or e-voting during the Meeting as the case may be. The said documents can also be uploaded under “Upload Board Resolution/Authority Letter” displayed under “e-voting” tab.

5. The quorum of the Meeting of the equity shareholders of the Amalgamated Company shall be 100 (One hundred) equity shareholders of the Amalgamated Company, as directed by the NCLT. In case the said quorum is not present at the Meeting, then the Meeting shall be adjourned by half an hour, and thereafter the members present shall be deemed to constitute the quorum. The members attending the Meeting through VC/ OAVM shall be counted for the purpose of reckoning the requisite quorum.

6. The Notice convening the Meeting will be published through advertisement in (i) Business Line (All Editions) in English language; and (ii) Tamil translation thereof in Makkal Kural (Chennai Edition).

7. The NCLT has appointed Mr. Ramesh Kumar Mallela as the scrutinizer to scrutinize the e-voting during the Meeting and remote e-voting process in a fair and transparent manner.

8. The Amalgamated Company has engaged the services of NSDL for the purpose of providing facility of VC/ OAVM, voting by remote e-voting and e-voting during the Meeting so as to enable the equity shareholders, which includes the Public Shareholders (as defined in the Notes above), to cast their votes on the aforesaid resolution. The remote e-voting will commence from Sunday, May 12, 2024 (9:00 a.m.) (0900 hours) IST to Thursday, May 16, 2024 (5:00 p.m.) (1700 hours) IST and shall be disabled for voting by NSDL thereafter.

9. The Amalgamated Company has enabled the Members to participate at the meeting through the VC/ OAVM facility provided by NSDL. The instructions for participation by Members are given in the subsequent paragraphs.

8 Notice

The link for joining the meeting through VC/ OAVM will be activated 30 minutes before the time scheduled for the meeting.

1. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Amalgamated Company as on Friday, May 10, 2024 , being the Cut-off date, subject to the provisions of the Banking Regulation Act, 1949, as amended from time to time. A person to whom the Notice of the meeting was served but who is not an equity shareholder as on the Cut-off date for e-voting should treat this Notice solely for information purposes only. Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently.

2. The scrutinizer shall after the conclusion of e-voting at the Meeting, first download the votes cast during the Meeting and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any and submit his combined report to the Chairperson of the Meeting or to the person so authorized by Chairperson. The scrutinizer will also submit a separate report with regard to the result of the remote e-voting and e-voting during the Meeting in respect of the Public Shareholders. The scrutinizer’s decision on the validity of the votes shall be final. The results of the votes cast through remote e-voting and e-voting during the Meeting including separate results of the remote e-voting and e-voting during the Meeting exercised by the Public Shareholders will be announced within three days from the conclusion of the Meeting i.e., on or before Monday, May 20, 2024. The results, together with the scrutinizer’s report, will be displayed at the corporate office/ registered office and on the website of the Amalgamated Company at www.idfcfrstbank.com, and on the website of NSDL at www.evoting. nsdl.com and shall be communicated to BSE Limited and the National Stock Exchange of India Limited.

3. The Chairperson of the Meeting shall within three days after the conclusion of the Meeting i.e. the time fixed by the NCLT, submit a report to the NCLT on the result of the Meeting as per Rule 14 of CAA Rules.

4. The Explanatory Statement setting out the material facts and reasons, in respect of this Notice, is annexed herewith and the same should be taken as part of this Notice. The Meeting will be conducted in compliance with the applicable provisions of the NCLT Order, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), the Companies Act, the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”) and other applicable laws.

5. The Notice, the explanatory statement and the Annexures as indicated in the Index (collectively referred to as “PARTICULARS” ), are being sent through electronic mode to those equity shareholders whose e-mail IDs are registered with KFin Technologies Limited ( “KFIN ”) and/or with concerned depositories; and through registered post or speed post or courier or Air Mail, physically, to those equity shareholders who have not registered their e-mail IDs with KFIN and/or with concerned depositories, whose names appear in the register of members/list of beneficial owners as on Friday, March 29, 2024 .

6. The equity shareholders may note that the aforesaid PARTICULARS will be available on the Amalgamated Company’s website https://www.idfcfrstbank.com/investors/update, websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of NSDL at www.evoting.nsdl.com; Copies of the aforesaid PARTICULARS can be obtained free of charge, between 11:00 a.m. to 04:00 p.m. IST on all working days, up to the date of the Meeting, from the corporate office/ registered office of the Bank or by sending a request from registered email id along with details of your shareholding by email at secretarial@idfcfrstbank.com.

7. All the documents referred to in the accompanying explanatory statement will be available for inspection up to the date of the Meeting, by the equity shareholders of the Amalgamated Company through electronic mode or physical mode, basis the request being sent from their registered email id on secretarial@idfcfrstbank.com. The said documents will be open for physical inspection by the equity shareholders of the Amalgamated Company

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at its corporate office/ registered office between 11:00 a.m. to 04:00 p.m. IST on all working days from the date hereof up to the date of the Meeting:

1. THE PROCEDURE AND INSTRUCTIONS FOR MEMBERS FOR VOTING AND JOINING MEETING THROUGH VC/ OAVM ARE AS UNDER:

I. VOTING THROUGH ELECTRONIC MEANS:

• a) In terms of NCLT order, Section 108 and other applicable provisions, if any, of the Companies Act, read with the Companies (Management and Administration) Rules, 2014 and other relevant rules made thereunder, as amended, Regulation 44 of the SEBI Listing Regulations and MCA Circulars read with SEBI Circulars, the Bank is pleased to provide the facility of remote e-voting and e-voting during the Meeting to its Members holding shares in physical or dematerialized form, as on Friday, May 10, 2024 ( “Cut-off date” ), to exercise their right to vote through electronic means on the business specified in this Notice.

The Bank has engaged the services and made necessary arrangements with NSDL for facilitating voting through electronic means, as authorized e-voting agency.

• b) The remote e-voting period commences on Sunday, May 12, 2024 at 9:00 a.m. (IST) and ends on Thursday, May 16, 2024 at 5:00 p.m. (IST). The e-voting module shall be disabled by NSDL for voting thereafter.

• c) A person who is not a member as on the Cut-off date should treat this Notice for information purpose only.

Those members, who will be present in the Meeting through VC/ OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting.

• d) The Members who have cast their vote by remote e-voting prior to the Meeting may also attend/ participate in the Meeting through VC/ OAVM but shall not be entitled to cast their vote again.

• e) The voting rights of the Members shall be in proportion to their shares of the paid-up equity share capital of the Bank as on the Cut-off date, subject to Section 12 and other applicable provisions, if any, of the Banking Regulation Act, 1949 and Reserve Bank of India Guidelines on Acquisition and Holding of Shares or Voting Rights in Banking Companies dated January 16, 2023.

• f) Only a person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the RTA of Bank as on the Cut-off date, shall be entitled to avail the facility of remote e-voting or casting vote through e-voting system during the Meeting.

• g) As the e-voting does not require a person to attend meeting physically, the Members are advised to use the e-voting procedure by themselves and not through any other person.

• h) The NCLT has appointed Mr. Ramesh Kumar Mallela as the Scrutinizer to scrutinize the remote e-voting process and the e-voting process during the Meeting, in a fair and transparent manner.

10 Notice

The details of the process and the way to vote electronically on NSDL e-voting system consists of ‘Two Steps’ which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of the Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities dated July 11, 2023 ( “July Master Circular” ) on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https:// Shareholders holding eservices.nsdl.com either on a Personal Computer or on a mobile. On securities in demat the e-Services home page click on the “Beneficial Owner” icon under mode with NSDL. “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi/ Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi/ Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia. comor contact at 022- 23058738 or 022-23058542-43

12 Notice

• B) Login Method for e-Voting and joining virtual Meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices. nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

1. Your User ID details are given below:

Your User ID details are given below:
Manner of holding shares i.e., Demat(NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example, if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company. For example, if folio number is 001 and EVEN is 128198 then user ID is 128198001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

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1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) “ Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join the Meeting on NSDL e Voting system.

- How to cast your vote electronically and join the Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and Meeting is in active status.

2. Select “EVEN” of the Bank 128198 to cast your vote during the remote e-Voting period and casting your vote during the Meeting. For joining virtual meeting, you need to click on “VC/ OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to at evoting@nsdl.com.

3. In case of any grievances connected with the facility of e-voting, please contact Pallavi Mhatre, Senior Manager, NSDL, 4[th] Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 or write on evoting@nsdl.com.

14 Notice

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to einward.ris@kfntech.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to einward.ris@ kfntech.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e., Login method for e-Voting and joining virtual Meeting for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of the July Master Circular on e-voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

II. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:

1. The procedure for e-voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the Meeting through VC/ OAVM facility and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.

3. Members who have voted through remote e-voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for remote e-voting.

III. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/ OAVM ARE AS UNDER:

1. Members will be provided with a facility to attend the Meeting through VC/ OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/ OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join Meeting menu.

2. The link for VC/ OAVM will be available in Shareholder/Member login where the EVEN 128198 of the Bank will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush.

3. In accordance with the MCA Circulars, the VC/ OAVM will have a capacity to allow on first-come first-served basis at least 1000 Members to participate in the Meeting. Facility of joining the meeting through VC/ OAVM shall open 30 minutes before the time scheduled for the meeting and will be available for Equity Shareholders on first-come-first-served basis.

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1. The Members are encouraged to join the Meeting through Laptops for better experience. Further, the Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

2. The Members who need assistance before or during the Meeting, can contact NSDL on evoting@nsdl.com / 022-4886 7000 or contact Ms. Pallavi Mhatre, Senior Manager, NSDL, 4[th] Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013

General Instructions:

• Persons holding shares in physical form and non-individuals, who become an equity shareholder of the Amalgamated Company after dispatch of the Notice of the Meeting and holds shares as on the Cut-off date or who has not registered his/her/its e-mail address, may obtain the User ID and password by sending a request to evoting@nsdl.com.

• Individuals holding shares in demat mode who become an equity shareholder of the Amalgamated Company after sending of the Notice and holding shares as on the Cut-off date, may follow steps mentioned herein for casting his/ her vote during the remote e-voting period or joining virtual meeting and voting during the Meeting.

• Equity shareholders having any queries or questions may send the same to secretarial@idfcfrstbank.com, 3 days prior to the date of the Meeting. This would enable the Amalgamated Company to keep the responses ready at the Meeting.

• The Members who would like to express their views or ask questions during the Meeting may register themselves as a speaker by sending request from their registered e-mail ID mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number at agmspeaker@idfcfrstbank.com. The Speaker Registration will be open during the period from Friday, May 10, 2024 (09.00 a.m.) (0900 hours) IST to Monday, May 13, 2024 (05.00 p.m.) (1700 hours) IST. Only those equity shareholders who have registered themselves as a speaker will be allowed to express their views/ ask questions during the Meeting. The Bank reserves the right to restrict the number of questions and number of speakers depending on the availability of time for the Meeting.

• In case an equity shareholder is desirous of obtaining the Notice in printed form, he/she/it may write to the Amalgamated Company or send an e-mail to secretarial@idfcfrstbank.com.

Encl.: As above

16 Notice

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - II, CHENNAI CA(CAA)/2(CHE)/2024

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 AND

In the matter of Composite Scheme of Amalgamation AMONG

IDFC Financial Holding Company Limited (“Transferor Company”/ “Applicant 1”) INTO AND WITH

IDFC Limited

(“Transferee Company” / “Amalgamating Company”/ “Applicant 2”) INTO AND WITH IDFC FIRST Bank Limited (“Amalgamated Company”/ “Applicant 3”/ “Bank”) AND their respective shareholders

IDFC FIRST BANK LIMITED, a company incorporated under the provisions of the Companies Act, 2013 and having its registered office at KRM Tower, 7[th] Floor, No. 1, Harrington Road, Chetpet, Chennai – 600 031, Tamil Nadu, India.

CIN: L65110TN2014PLC097792

….. Applicant 3/ Amalgamated Company/ Bank

EXPLANATORY STATEMENT IN TERMS OF SECTIONS 102, 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016, SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 READ WITH APPLICABLE SEBI CIRCULARS

1. Pursuant to the order dated March 22, 2024 passed by the Hon’ble National Company Law Tribunal, Chennai Bench (hereinafter referred to as “NCLT” ), in the joint Company Application No. 2 of 2024 (hereinafter referred to as the “NCLT Order” ), enclosed as Annexure 24 , meeting of the equity shareholders of IDFC FIRST Bank Limited ( “Amalgamated Company”/“Applicant 3”/“Bank” ) is being convened through Video Conference/Other Audio Visual means ( “VC”/“OAVM” ), on Friday, May 17, 2024 at 02:00 p.m. (1400 hours) Indian Standard Time ( “IST” ), for the purpose of considering, and if thought fit, approving, the composite scheme of amalgamation which envisages (i) amalgamation of (a) IDFC Financial Holding Company Limited ( “Transferor Company” ) into and with IDFC Limited ( “Transferee Company/ Amalgamating Company” ); and (b) IDFC Limited into and with IDFC FIRST Bank Limited and their respective shareholders; and (ii) reduction of securities premium account of the Bank ( “Scheme” ), under Sections 230-232 of the Companies Act, 2013 ( “Companies Act” ) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( “CAA Rules” ) and the other applicable provisions of the Companies Act and applicable rules thereunder. The Transferor Company, the Transferee Company/ Amalgamating Company and

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the Amalgamated Company are together referred to as the “Companies” or “Parties” , as the context may admit. A copy of the Scheme, which has been, inter-alia , approved by the Committee of Independent Directors, Audit Committee, and the Board of Directors of the Amalgamated Company at their respective meetings, held on July 03, 2023, is enclosed as Annexure 1 . Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

1. The deemed venue for the Meeting shall be the Registered Office of the Amalgamated Company.

2. The Scheme, inter-alia , provides for the:

3. [a] amalgamation of the Transferor Company into and with the Transferee Company/ Amalgamating Company, with effect from the Appointed Date 1 (as defined in the Scheme) and the consequent dissolution of the Transferor Company without being wound up and in consideration whereof there will be no issuance of equity shares as the Transferor Company is a wholly owned subsidiary of the Transferee Company/ Amalgamating Company;

4. [b] amalgamation of the Transferee Company/ Amalgamating Company into and with the Amalgamated Company, with effect from the Appointed Date 2 (as defined in the Scheme), and the consequent dissolution of the Transferee Company/ Amalgamating Company without being wound up, and the issuance of the New Amalgamated Company Shares (as defined in the Scheme) to the Equity Shareholders of the Transferee Company/ Amalgamating Company in accordance with the Share Exchange Ratio (as defined in the Scheme); and

5. [c] reduction of securities premium account of the Amalgamated Company

pursuant to Sections 230-232, and other relevant provisions of the Companies Act and CAA Rules, in the manner provided for in the Scheme and in compliance with the provisions of the Income Tax Act (as defined in the Scheme).

PARTICULARS OF THE TRANSFEROR COMPANY

1. The Transferor Company i.e., IDFC Financial Holding Company Limited is a public limited company. The Transferor Company is a wholly owned subsidiary of the Transferee Company/ Amalgamating Company, which was incorporated on November 07, 2014, with the Registrar of Companies, Chennai, under the provisions of Companies Act. The Corporate Identification Number of the Transferor Company is U65900TN2014PLC097942. The Permanent Account Number of the Transferor Company is AADCI6586K.

2. The registered office of the Transferor Company is situated at 4[th] Floor, Capitale Tower, 555, Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai – 600 018, Tamil Nadu, India. The e-mail address of the Transferor Company is info@idfclimited.com.

3. The Transferor Company is a non-operative financial holding company registered with the Reserve Bank of India ( “RBI” ) as a non-deposit taking NBFC. The Transferor Company has received certificate of registration for NBFC (NOFHC) from RBI, on June 18, 2015. The securities of the Transferor Company are not listed on any stock exchange(s).

4. The objects for which the Transferor Company has been established are set out in its Memorandum of Association. The main objects of the Transferor Company are as under:

5. (i) To set up companies/corporate bodies for the purpose of carrying on the business of banking, insurance, asset management, mutual fund, stock broking, infrastructure debt funding, housing finance, primary dealers, leasing, hire purchase, factoring, full-fledged money charges, alternative investment funding and other specialized activities pursuant to the Guidelines for Licensing of New Banks in the Private Sector issued by Reserve Bank of India on February 22, 2013 or otherwise in and/or outside India with the approval of the Regulators and /or the Authorities concerned.

6. (ii) To carry on the business of holding and investment company and/or to invest in, acquire, hold, underwrite, sell or otherwise deal in shares, stocks, debentures, debenture stock, bonds, units obligations and

18 Notice

securities, whether directly or indirectly, issued or guaranteed by any financial services companies regulated by Reserve Bank of India or other financial sector regulators to the extent permissible under the applicable regulatory prescriptions and to act as holding company and to acquire any such shares, stock, debentures, debenture stocks or securities by original subscription, tender, purchase, or otherwise and subscribe to the same either conditionally, or otherwise and to guarantee the subscription thereof and exercise and enforce all rights and powers conferred by or incidental to the ownership thereof issued by the Reserve Bank of India (RBI) on February 22, 2013 and/or Guidelines/Instructions for Nonoperative Financial Holding Company issued by RBI from time to time.

• (iii) To carry on the business of holding company and to invest in, buy, sell, transfer, deal in and dispose of any shares, stocks, debentures, bonds, certificates, money market instruments, including securities of any government or local authority whether perpetual or redeemable in accordance with the Guideline for Licensing of New Banks in the Private Sector issued by Reserve Bank of India (RBI) on February 22, 2013 and/or Guidelines/Instructions for Non-operative Financial Holding Company issued by RBI from time to time.

• There has been no change in the name or in the main objects clause of the Transferor Company in the last five years. The registered office of the Transferor Company has been shifted from KRM Towers, 7[th] Floor, No.1, Harrington Road, Chetpet, Chennai, Tamil Nadu 600 031 to 4[th] Floor, Capitale Tower, 555, Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai – 600 018, Tamil Nadu, India with effect from October 1, 2019.

• The Authorized, Issued, Subscribed and Paid-up Share Capital of the Transferor Company as on December 31, 2023, is as follows:

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----- Start of picture text -----

Particulars Amount in
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Particulars	Amount in
Authorized Share Capital
10,00,00,00,000 equityshares of 10 each	1,00,00,00,00,000
Total	1,00,00,00,00,000
Issued, Subscribed and Paid-Up Capital
9,02,92,40,000 equityshares of 10 each	90,29,24,00,000

The entire share capital of the Transferor Company is held by the Transferee Company/ Amalgamating Company and/ its nominees.

The Transferor Company does not have any employee stock option plan (“ ESOP ”).

1. The Transferor Company is a wholly owned subsidiary of the Transferee Company/ Amalgamating Company. Further, the Transferor Company is a promoter of the Amalgamated Company and holds 2,64,64,38,348 (Two Hundred and Sixty-Four Crores Sixty-Four Lakhs Thirty-Eight Thousand Three Hundred and Forty-Eight) equity shares of the face value of 10 each of the Amalgamated Company i.e., ~37.45% of the paid-up share capital of the Amalgamated Company (as on December 31, 2023).

PARTICULARS OF THE TRANSFEREE COMPANY/ AMALGAMATING COMPANY

1. The Transferee Company/ Amalgamating Company i.e., IDFC Limited is a public listed company, which was incorporated on January 30, 1997, with the Registrar of Companies, Chennai, under the provisions of the Companies Act, 1956. The Corporate Identification Number of the Transferee Company/ Amalgamating Company is L65191TN1997PLC037415. The Permanent Account Number of the Transferee Company/ Amalgamating Company is AAACI2663N.

2. The registered office of the Transferee Company/ Amalgamating Company is situated at 4[th] Floor, Capitale Tower, 555, Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai – 600 018, Tamil Nadu, India. The e-mail address of the Transferee Company/ Amalgamating Company is info@idfclimited.com and website is www.idfclimited.com.

NCLT convened Meeting - Equity Shareholders 19

IDFC FIRST Bank LImITeD

1. Transferee Company/ Amalgamating Company effective from October 01, 2015, and upon the taking effect of the demerger of its financing undertaking (the lending business of Transferee Company/ Amalgamating Company) into IDFC Bank Limited (now known as IDFC FIRST Bank Limited, post the amalgamation of Capital First Limited, Capital First Home Finance Limited and Capital First Securities Limited with IDFC Bank Limited with effect from December 18, 2018 [Appointed date: October 01, 2018]), is operating as an NBFC - Investment Company registered with the RBI, mainly holding investments in the Amalgamated Company through the Transferor Company.

2. The objects for which the Transferee Company/ Amalgamating Company has been established are set out in its Memorandum of Association. The main objects of the Transferee Company/ Amalgamating Company are as under:

1. To carry on the business of acting as a specialised financial institution for the purpose of developing and provision of wide range of financial products and services for the purpose of and in relation to the development and establishment of infrastructure projects and facilities in India, including without limitation provision of various kinds of guarantees and various kinds of credit enhancement and refinancing assurance including market making or provision of liquidity support of various kinds, development, encouragement and participation in securities market for infrastructure financing, development and implementation of various opportunities and schemes for domestic savers to participate in infrastructure development, mobilising capital from domestic and foreign investors including insurance and pension funds and from other financial investors and the management thereof.

2. To carry on the business of arranging or providing financial assistance independently or in association with any person, Government or any other agencies, whether incorporated or not, in the form of lending or advancing money by way of a loan (including long term loan), working capital finance, overdraft, cash credit, refinance or in any other form, whether with or without security to institutions, banks, bodies corporate (whether or not incorporated), firms, associations authorities, bodies, trusts, agencies, societies or any other person or persons engaged in or in connection with either directly or indirectly and whether wholly or in part, for the purposes of infrastructure development work or providing infrastructure facility or engaged in infrastructure activities, which shall include work or facility or providing of services in relation to or in connection with setting up, development, construction, operation, maintenance, modernisation, expansion and improvement of any infrastructure project or facility including roads, highways, railways, airways, waterways, ports, transport systems, bridges, tele-communication and other communication systems, systems for generation or storage or transmission or distribution of power, irrigation and irrigation systems, sewerage, water-supply, sanitation, [health, tourism, education, oil & gas (excluding exploration), food and agriculture infrastructure] (inserted w.e.f. 19 June, 2002) and setting up of industrial areas.

3. To carry on the business of providing, whether in India or abroad, guarantees and counter guarantees, letters of credit, indemnities and other form of credit enhancements to companies engaged in development or financing of infrastructure work or activity, whether by way of personal covenant or by mortgaging or charging all or any part of the undertaking, property or assets of the company, both present and future, wheresoever situate or in any other manner and in particular to guarantee the payment of any principal moneys, interests or other moneys secured by or payable under contracts, obligations, debentures, bonds, debenture stocks, mortgages, charges, repayment of capital moneys and the payments of dividends in respect of stocks and shares or the performance of any other obligations by such companies.

4. To mobilise capital from financial investors and to manage the investment of such funds in infrastructure projects.

5. To carry on the business of negotiating loans and advances of all nature, to formulate schemes for the purpose of mobilisation of resources and extension of credit for infrastructure development projects and

20 Notice

to act as underwriters to the issue of stocks, shares, bonds, debentures and security of every description of companies engaged wholly or in part in the development or financing of infrastructure development work or activity.

6. To promote the development of primary and secondary market for shares and securities of various kinds including equity, debt, quasi equity, subordinated debt, derivatives and such other securities as may be permissible, issued by companies engaged in infrastructure development work or projects and to provide assistance in placement of shares and securities by such companies with foreign and local investors, to subscribe to the shares and securities being issued by them and to generally do all activities and enter into all kinds of financial arrangements so as to enable mobilising of funds by such companies and ensuring liquidity for the investors investing in shares and securities issued by such companies.

7. To carry on all or any of the business of producers, manufacturers, generators, suppliers, distributors, transformers, converters, transmitters, processors, developers, stores, procurers, carries and dealers in electricity, all forms of energy and any such products and by-products derived from such business including without limitation, steam, fuels, ash, conversion of ash into bricks and any product derived from or connected with any other form of energy, including, without limitation to conventional sources such as heat, thermal, hydel and/or from non-conventional sources such as tidal wave, wind, solar, geothermal, biological, biogas and CBM or any of the business of purchasers, creators, generators, manufacturers, producers, procurers, suppliers, distributors, converters, processors, developers, storers, carries and dealers in, design or otherwise acquire to use, sell or transfer or otherwise dispose of electricity, steam, oil, gas, hydro or tidal, water, wind, solar, hydrocarbon fuels, fuel handling equipments and machinery and fuel handling facilities thereto and any products or by-products derived from any such business (including without limitation distillate fuel oil and natural gas whether in liquified or vaporized form), or other energy of every kind and description and stoves, cookers, heaters, geysers, biogas, plants, gas and steam turbines, boilers, generators, alternators, diesel generating sets and other energy devices and appliances or every kind and description.

8. To provide, develop, own, maintain, operate, instruct, execute, carry out, improve, construct, repair, work, administer, manage, control, transfer on Build, Operate and Transfer (BOT), or Build Own, Operate and Transfer (BOOT) or Build, Operate, Lease and Transfer (BOLT) basis or otherwise, make tenders, apply or bid for, acquire, transfer to operating companies in the infrastructure sector, any infrastructure facilities in India or abroad, including but not limited to power, roads, bridges, airports, ports, waterways, rail system, highway projects, water supply projects, pipelines, sanitation and sewerage systems, telecommunication facilities, IT parks, urban infrastructure, housing projects, industrial parks, commercial real estate projects, tourism, healthcare, education, oil and gas, retail logistics, Special Economic Zone (SEZ), mining, warehouses, factories, godowns, water treatment systems, solid waste management systems, steel, cement, other works or convenience of public or private utility involving public or private financial participation, either directly or through any subsidiary or group company, and to carry out the business or contractual basis, assign, convey, transfer, lease, auction, sell, the right to collect any rent, toll, compensation, charges or either income from infrastructure projects undertaken by the Company either individually or as joint venture, with any other company/ firm/ individual/ consultant, whether in India or abroad.

9. To carry on the business of arranging or providing financial assistance independently or in association with any person in India or abroad, Government or any other agencies, whether incorporated or not, in the form of lending or advancing money by way of a loan (including long term loan), working capital finance, overdraft, cash credit, refinancing, equity or quasi equity financing or in any other form, whether with or without security to institutions, banks, bodies corporate (whether or not incorporated), firms, associations authorities, bodies, trusts, agencies, societies or any other person or persons engaged in the business of infrastructure of any nature or kind whatsoever, including those referred to in the main Object Clause, retail business, media and entertainment business, equipment manufacturer of any kind, exploration of

NCLT convened Meeting - Equity Shareholders 21

IDFC FIRST Bank LImITeD

oil and gas, steel, cement, mining activities and in search, production, refining, processing etc. of coal, tin, ore, oil or other minerals ferrous and non ferrous or their products, co-products, by-products, alloy and derivatives thereof.

10. To carry on the business of arranging or providing financial assistance independently or in association with any person, Government of any other agencies in India or abroad, whether incorporated or not, in the form of lending or advancing money by way of loan (including long term loan), working capital finance, overdraft, cash credit, refinancing, equity or quasi-equity financing or in any other form, whether with or without security to institution, banks, bodies corporate (whether or not incorporated), firms, associations, authorities, bodies, trusts, agencies, societies or any other person or persons, engaged in the business to retail logistics, SEZ, media, broadcasting, telecasting, relaying, transmitting or distributing in any manner, any audio, video or other programmers or software, communication and dubbing, recording, selling the same in any form.

11. To act, whether in India or abroad, as Asset Management Company and/or trustees for any type of investment funds, mutual funds and for that purpose to set up, promote, sponsor, settle and execute trusts, devise and manage various schemes for raising funds in any manner from persons, bodies corporate, Trusts, Societies, Association of persons and to deploy, whether in India or abroad, funds raised and earn reasonable returns on their investments and to deal with, engage in any carry out all other functions, incidental thereto and such other activities as may be approved by the Securities and Exchange Board of India and/or other regulatory authorities and to undertake and carry on the functions, duties, activities and business of Asset Management Company and/or Trustees and to undertake and execute trusts of all kinds, whether public or private including declaring the company itself as an Asset Management Company and/ or Trustees in India or abroad and to carry out business of formulating, marketing, rising funds, plans and schemes, including mutual funds schemes, and to arrange for the sale, redemption, cancellation, revocation of the unit and to distribute the proceeds thereof among the other unit holders or investors, beneficiaries or all person entitled to the same periodically or otherwise in furtherance of any trust direction, discretion or other obligation or permission and generally to carry on what is usually known as trustee business and in particular and without limiting the generality of above, to act as Trustee.

12. To carry on business of finance and investment broking, underwriting, sub underwriting and as consultants for and to purchase, acquire, hold, sell, buy, invest, trade , exchange, deal, barter, borrow, lend, guarantee, give comfort for pledge, hypothecate, charge and deal in investment instrument of all kind and types whether securities or not including shares, stocks, debentures, bonds, cumulative convertible preference shares, certificates of deposit, commercial papers, participation certificates, other securities by original subscription, coupons, warrants option and such other derivatives, and other mutual funds or any other securities issued by the Companies, Government, Corporation, Co-operatives, Firms, Trust, Societies, Authorities, whether situated in India or abroad, and to carry on financial operations of all kinds including credit rating, bought-out deals placement of shares, hedging. Also, to carry on the business of portfolio management services, Merchant Bankers and Advisors on all aspects of Corporate Financial and Commercial matters, whether in India or abroad.

1. There has been no change in the name or in the main objects clause of the Transferee Company/ Amalgamating Company in the last five years. The registered office of the Transferee Company/ Amalgamating Company has been shifted from KRM Towers, 7[th] Floor, No.1, Harrington Road, Chetpet, Chennai, Tamil Nadu 600 031 to 4[th] Floor, Capitale Tower, 555, Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai – 600 018, Tamil Nadu, India, with effect from October 1, 2019.

22 Notice

1. The Authorized, Issued, Subscribed and Paid-up Share Capital of the Transferee Company/ Amalgamating Company as on December 31, 2023, is as follows:

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Particulars Amount in
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Particulars	Amount in
Authorized Share Capital
4,36,71,00,000 equityshares of 10 each	43,67,10,00,000
10,00,00,000preference shares of 100 each	10,00,00,00,000
Total	53,67,10,00,000
Issued, Subscribed and Paid-Up Capital
1,59,99,84,436 equityshares of 10 each	15,99,98,44,360

The Transferee Company/ Amalgamating Company does not have any outstanding employee stock options under its ESOP schemes.

1. The Transferee Company/ Amalgamating Company is the holding company of the Transferor Company. Further, the Transferee Company/ Amalgamating Company is a promoter of the Amalgamated Company and holds 2,64,64,38,348 (Two Hundred and Sixty-Four Crores Sixty-Four Lakhs Thirty-Eight Thousand Three Hundred and Forty-Eight) equity shares of the face value of 10 each of the Amalgamated Company through the Transferor Company (as on December 31, 2023). The Transferee Company/ Amalgamating Company through Transferor Company, as on December 31, 2023, holds ~ 37.45% of the paid-up share capital of the Amalgamated Company.

2. The equity shares of the Transferee Company/ Amalgamating Company are listed on BSE Limited ( “BSE” ) (Stock Code: 532659) and National Stock Exchange of India Limited ( “NSE” ) (collectively hereinafter referred to as the “Stock Exchanges” ) (Stock Code: IDFC).

PARTICULARS OF THE AMALGAMATED COMPANY

1. The Amalgamated Company i.e., IDFC FIRST Bank Limited is a public listed company, which was incorporated on October 21, 2014, with the Registrar of Companies, Chennai, under the provisions of the Companies Act. The Corporate Identification Number of the Amalgamated Company is L65110TN2014PLC097792. The Permanent Account Number of the Amalgamated Company is AADCI6523Q.

2. The Transferor Company and the Transferee Company/ Amalgamating Company are the promoters of the Amalgamated Company. The Transferee Company/ Amalgamating Company holds 2,64,64,38,348 (Two Hundred and Sixty-Four Crores Sixty-Four Lakhs Thirty-Eight Thousand Three Hundred and Forty-Eight) equity shares of the face value of 10 each of the Amalgamated Company through the Transferor Company i.e., ~37.45% of the paid-up share capital of the Amalgamated Company (as on December 31, 2023).

3. The Amalgamated Company was incorporated pursuant to the demerger of the financing undertaking of the Transferee Company/ Amalgamating Company and the in-principle approval dated April 09, 2014, received from the RBI to set up a new bank. Pursuant to the universal bank license dated July 23, 2015, received from the RBI, the Amalgamated Company started operating as a bank. Thereafter, with effect from December 18, 2018 (appointed date October 01, 2018), Capital First Limited, Capital First Home Finance Limited and Capital First Securities Limited got amalgamated with IDFC Bank Limited which was subsequently renamed as IDFC FIRST Bank Limited with effect from January 12, 2019.

4. The registered office of the Amalgamated Company is situated at KRM Tower, 7[th] Floor, No. 1, Harrington Road, Chetpet, Chennai – 600 031, Tamil Nadu, India. The e-mail address of the Amalgamated Company is bank.info@idfcfrstbank.com and website is www.idfcfrstbank.com.

NCLT convened Meeting - Equity Shareholders 23

IDFC FIRST Bank LImITeD

1. The Amalgamated Company is registered with RBI as a banking company under the provisions of the Banking Regulation Act, 1949. The Amalgamated Company, is operating as a new bank with well-diversified product offerings in retail and commercial banking businesses which consist of loan products for consumers and MSMEs across different urban and rural geographies of India including home loans, loan against property, vehicle loans, two wheeler loans, consumer durable loans, personal loans, credit card, business banking, gold loans, education loans, micro-finance loans, tractor loans, commercial vehicle loans etc. as well as liability products like savings accounts, current accounts, term deposits etc. As a universal bank, the Amalgamated Company also offers various products to its corporate banking customers including working capital loans, term loans, non-fund-based facilities, current accounts, corporate deposits and transaction banking services.

2. The objects for which the Amalgamated Company has been established are set out in its Memorandum of Association. The main objects of the Amalgamated Company are as under:

3. 1) To carry on the business of banking that is to say accepting, for the purpose of lending or investment, of deposits of money from the public, repayable on demand or otherwise, and withdrawable by cheque, draft, order or otherwise.

4. 2) To establish and carry on the business of banking in any part of India or outside India.

5. 3) In addition to the business of banking, to carry on the business of –

   • (a) borrowing, raising, or taking up of money;

   • (b) lending or advancing of money by way of a loan, overdraft or on cash credit or other accounts or in any other manner, either upon or without security;

   • (c) drawing, making, accepting, discounting, buying, selling, collecting and dealing in bills of exchange, hundis, promissory notes, coupons, drafts, bills of lading, railway receipts, warrants, debentures, certificates, scripts and other instruments and securities whether transferable or negotiable or not;

   • (d) granting and issuing of letters of credit, traveller’s cheques and circular notes;

   • (e) buying, selling and dealing in bullion and specie;

   • (f) buying and selling of foreign exchange including foreign bank notes;

   • (g) acquiring, holding, issuing on commission, underwriting and dealing in stock, funds, shares, debentures, debenture stock, bonds, obligations, securities and investments of all kinds;

   • (h) purchasing and selling of bonds, scrips or other forms of securities on behalf of constituents or others;

   • (i) negotiating of loans and advances;

   • (j) receiving of all kinds of bonds, scrips or valuables on deposit or for safe custody or otherwise;

   • (k) providing of safe deposit vaults;

   • (l) collecting and transmitting of money and securities;

   • (m) acting as agents for any Government or local authority or any other person or persons;

   • (n) carrying on of agency business of any description including the clearing and forwarding of goods, giving of receipts and discharges and otherwise acting as an attorney on behalf of customers, but excluding the business of a managing agent or secretary and treasurer of a company;

   • (o) contracting for public and private loans and negotiating and issuing the same;

   • (p) effecting, insuring, guaranteeing, underwriting, participating in managing and carrying out of any issue, public or private, of State, municipal or other loans or of shares, stock, debentures or debenture stock of any company, corporation or association and the lending of money for the purpose of any such issue;

24 Notice

  - _(q) carrying on and transacting every kind of guarantee and indemnity business_

  - _(r) managing, selling and realizing any property which may come into the possession of the company in satisfaction or part satisfaction of any of its claims;_

  - _(s) acquiring and holding and generally dealing with any property or any right, title or interest in any such property which may form the security or part of the security for any loans or advances or which may be connected with any such security;_

  - _(t) granting pensions and allowances and making payments towards insurance;_

  - _(u) acquisition, construction, maintenance and alteration of any building or works necessary or convenient for the purposes of the company;_

  - _(v) selling, improving, managing, developing, exchanging, leasing, mortgaging, disposing of or turning into account or otherwise dealing with all or any part of the property and rights of the company;_

  - _(w) any other forms of business which the Central Government, pursuant to clause (o) of sub-section (1) of Section 6 of the Banking Regulation Act, 1949, may by notification in the Official Gazette, specify as a form of business in which it would be lawful for a banking company to engage._

• 4) To carry on the business of merchant banking, investment banking, portfolio investment management, corporate consultants and advisors.

• 5) To carry on the business of factoring by purchasing and selling debts receivables and claims including invoice discounting and rendering bill collection, debt collection and other factoring services.

• 6) To carry on and transact the business of giving guarantees and counter guarantees and indemnities whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property or assets of the company, both present and future wherever situated or in any other manner and in particular to guarantee the payment of any principal moneys, interest or other moneys secured by or payable under debentures, bonds, debenture-stock, mortgages, charges, contracts, obligations and securities, and the repayment of the capital moneys and the payment of dividends in respect of stocks and shares or the performance of any such other obligations.

• 7) To carry on the business of financing, leasing (operating and financial), hire purchase, all forms of securitization, asset reconstruction or recovery, dealer inventory financing, factoring of receivables, instalment sale and/or deferred sale relating to goods or material, including machinery, plant, equipment, ships, vehicles, aircraft, rolling stock, factories, inventory, debtors, furniture, apparatus, appliances and other movable and immovable property, and to arrange or syndicate leasing, hire purchase, installment sale or deferred sale businesses.

• 8) To act as escrow agents and trustees, and issuing and paying agents, including for trust and retention accounts.

• 9) To develop and promote new financing or banking instruments of all kinds whether for the capital market, money market or otherwise and to render all kinds of fee-based financial services.

• 10) To solicit and procure insurance business, mutual fund and alternatives fund business as Corporate Agent and to undertake such other activities as are incidental or ancillary thereto.

• There has been no change in the name, registered office address or in the main objects clause of the Amalgamated Company in the last five years.

NCLT convened Meeting - Equity Shareholders 25

IDFC FIRST Bank LImITeD

1. The Authorized, Issued, Subscribed and Paid-up Share Capital of the Amalgamated Company as on December 31, 2023, is as follows:

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Particulars Amount in
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Particulars	Amount in
Authorized Share Capital
7,50,00,00,000 equityshares of 10 each	75,00,00,00,000
38,00,000preference shares of 100 each	38,00,00,000
Total	75,38,00,00,000
Issued, Subscribed and Paid-Up Capital
7,06,68,16,465 equityshares of 10 each	70,66,81,64,650

1. The Amalgamated Company has outstanding employee stock options under the existing Employees Stock Option Plans (as defined in the Scheme), the exercise of which before the Effective Date (as defined in the Scheme) may result in increase in the issued and paid-up share capital of the Amalgamated Company. Further, the Amalgamated Company may raise capital in the ordinary course of business which may result in increase in the issued and paid-up share capital of the Amalgamated Company.

2. The equity shares of the Amalgamated Company are listed on the Stock Exchanges. i.e., BSE (Stock Code: 539437) and NSE (Stock Code: IDFCFIRSTB). The Amalgamated Company has outstanding listed bonds which were issued on a private placement basis, from time to time, and same are listed on the whole-sale debt market segment of NSE.

DESCRIPTION AND RATIONALE FOR THE SCHEME

29. Description of the Scheme:

The Scheme, inter – alia , provides for:

• a. amalgamation of the Transferor Company with and into the Transferee Company/ Amalgamating Company, with effect from the Appointed Date 1 (as defined in the Scheme);

• b. transfer of the authorized share capital of the Transferor Company to the Transferee Company/ Amalgamating Company and consequential increase in the authorized share capital of the Transferee Company/ Amalgamating Company;

• c. cancellation of the equity shares issued by the Transferor Company to the Transferee Company/ Amalgamating Company;

• d. dissolution of the Transferor Company without being wound up;

• e. amalgamation of the Transferee Company/ Amalgamating Company with and into the Amalgamated Company, with effect from the Appointed Date 2 (as defined in the Scheme);

• f. transfer of the authorized share capital of the Transferee Company/ Amalgamating Company to the Amalgamated Company and consequential increase in the authorized share capital of the Amalgamated Company;

• g. dissolution of the Transferee Company/ Amalgamating Company without being wound up;

• h. cancellation of the shareholding of the Transferee Company/ Amalgamating Company (including shares of the Amalgamated Company being vested in the Transferee Company/ Amalgamating Company pursuant to Part III of the Scheme becoming effective) in the Amalgamated Company in its entirety;

• i. issue and allotment of the New Amalgamated Company Shares (as defined in the Scheme) of the Amalgamated Company to the equity shareholders of the Transferee Company/ Amalgamating Company

26 Notice

as on the Record Date (as defined in the Scheme) in accordance with the Share Exchange Ratio (as defined in the Scheme); and

• j. reduction of securities premium account of the Amalgamated Company.

• Rationale and benefits of the Scheme:

• (i) The Scheme, inter-alia , provides for the Amalgamation (as defined in the Scheme) and various other matters consequential or otherwise integrally connected therewith.

• (ii) As per conditions of the RBI’s Guidelines for Licensing of New Banks in the Private Sector on February 22, 2013 ( “Private Banking License Guidelines” ), the equity shares of the Amalgamated Company must be listed on a recognised stock exchange in India within a time period of 3 (three) years of commencing of business as a bank. The promoter(s) namely the Amalgamating Company must not be conducting any financial regulated business directly under it.

• (iii) It was mandated to hold the equity investment in the Amalgamated Company and other regulated financial entities only through the Transferor Company. Hence, the Amalgamating Company (promoter of the Amalgamated Company) invested in the Amalgamated Company only through a Non-Operating Financial Holding Company i.e., the Transferor Company, due to other regulated financial services entities of the group.

• (iv) Hence, the 39.93% (thirty nine point nine three percent) equity stake of the Amalgamating Company in the Amalgamated Company (as on July 03, 2023) is held by the Amalgamating Company through the Transferor Company. As on date of the Board of the Transferor Company approving the Scheme, the Transferor Company has closed/ sold/ exited all other regulated financial services business.

• (v) The Amalgamating Company and the Transferor Company have minimal operations and have no businesses or stake in any other financial services entities regulated by RBI or other financial sector regulators. Further pursuant to the letter dated July 20, 2021, RBI has clarified that after the expiry of lock-in period of five years (i.e., after September 30, 2020), IDFC Limited, the Amalgamating Company can exit as the promoter of IDFC FIRST Bank Limited, the Amalgamated Company.

• (vi) The Private Banking License Guidelines, and subsequent clarification by RBI, also permit the Amalgamating Company to exit or to cease to be a promoter after lock-in period of five years, subject to RBI’s regulatory and supervisory comfort and SEBI regulations.

• (vii) In view of the above, this Scheme inter-alia contemplates the (a) amalgamation of the Transferor Company with the Transferee Company, and (b) the subsequent amalgamation of the Amalgamating Company with the Amalgamated Company and issuance of New Amalgamated Company Shares to the shareholders of the Amalgamating Company, in the manner and subject to the terms and conditions set out in this Scheme, keeping the best interest of all the stakeholders of the Transferor Company, the Amalgamating Company and the Amalgamated Company.

• (viii) The Amalgamation will result in the shareholders of the Amalgamating Company directly holding shares in the Amalgamated Company, which will lead to simplification of the shareholding structure.

• (ix) The opportunities in the Indian banking system are expected to grow manifold in the next decade and the Amalgamated Company is well placed to participate in and contribute to such growth. The Amalgamated Company has firmly established itself in the Indian market with an excellent deposit franchise with strong track record of growth. The Amalgamated Company has a robust lending model, with proven and consistent track record of high asset quality of over a decade, including the track record of the companies that combined to create the Amalgamated Company. The Amalgamated Company has launched highly ethical and customer friendly products which are highly accepted in the marketplace. The Amalgamated Company maintains the highest levels of corporate governance. Thus, the Amalgamated Company is well placed to consistently grow in a profitable manner. All the shareholders and stakeholders of the

NCLT convened Meeting - Equity Shareholders 27

IDFC FIRST Bank LImITeD

Transferor Company, the Amalgamating Company and the Amalgamated Company shall benefit from such growth at the Amalgamated Company, leading to opportunity for value creation in the long run and for maximizing the value and returns to the shareholders.

• (x) The Scheme will provide all public shareholders of the Amalgamating Company with direct shareholding in the Amalgamated Company thereby helping them to unlock value of their investments in the business of the Amalgamated Company which is currently held by the Amalgamating Company through the Transferor Company. Consequently, these shareholders of the Amalgamating Company can take independent decisions with respect to their holdings in the Amalgamated Company without being constrained to hold investment in the Amalgamating Company to be able to derive value of benefit from the Amalgamated Company’s business.

• (xi) The Scheme will facilitate compliance by the Amalgamating Company with the promoter ownership norms set out under the Private Banking License Guidelines.

• (xii) The Amalgamation through this Scheme shall simplify the corporate and organisational structures of the Transferor Company, the Amalgamating Company and the Amalgamated Company by consolidating them in a single large listed company. This will also lead to unification and streamlining of the regulatory compliances of both the listed entities.

• (xiii) The shareholders of Amalgamating Company will be allotted shares of the Amalgamated Company and will therefore become shareholders of a larger free public float of the combined listed company with multiple growth avenues. Upon effectiveness of the Scheme, the Amalgamated Company will continue to be professionally managed and shall only have public shareholders.

• (xiv) In so far as the proposed utilisation of securities premium account to set off the accumulated losses as set out in Clause 32 of the Scheme is concerned, the book value of shares, the Amalgamated Company’s net worth, equity capital structure and shareholding pattern will all remain unchanged. Thus, this is a balance sheet neutral action. No reduction in the paid-up share capital of the Amalgamated Company is contemplated and hence capital adequacy ratios will not be impacted on account of utilization of securities premium.

• (xv) Further, the aforementioned exercise will present the true and fair view of the Amalgamated Company’s financial position. It shall also enable the Amalgamated Company to explore opportunities to benefit the shareholders (including dividend payout).

The Transferee Company/ Amalgamating Company and the Amalgamated Company have entered into an Implementation Agreement dated July 03, 2023, setting out the manner of effecting the Scheme and the rights and obligations of the Transferee Company/ Amalgamating Company and the Amalgamated Company in relation to the Scheme. The principal objectives of the Implementation Agreement are to (a) set out the agreement between those companies in relation to the Scheme; (b) provide the detailed mechanism for giving effect to the Scheme and the related matters upon the Scheme coming into effect or being terminated/ withdrawn; and (c) provide appropriate representations and warranties by Transferee Company/ Amalgamating Company and the Amalgamated Company.

31. Reasons for Reduction of Securities Premium Account

As per the terms of the Scheme, the securities premium available with the Amalgamated Company i.e., after consolidation of securities premium of the Transferee Company/ Amalgamating Company with the Amalgamated Company on account of the proposed amalgamation, would be reduced against the negative balance in profit and loss account, negative balance in amalgamation reserve and balance in the Merger Adjustment Account arising as part of the accounting prescribed in Clause 31 of the Scheme.

In so far as the proposed utilisation of securities premium account to set off the accumulated losses as set out in Clause 32 of the Scheme is concerned, the book value of shares, the Amalgamated Company’s net worth,

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equity capital structure and shareholding pattern will all remain unchanged. Thus, this is balance sheet neutral action. No reduction in the paid-up share capital of the Amalgamated Company is contemplated by virtue of the said reduction and hence capital adequacy ratios will not be impacted on account of utilization of securities premium of the Amalgamated Company.

Further, the aforementioned exercise will present the true and fair view of the Amalgamated Company’s financial position. It shall also enable the Amalgamated Company to explore opportunities to benefit the shareholders (including dividend payout).

32. Rationale for arriving at the Share Exchange Ratio

A copy of the Joint Valuation Report dated July 03, 2023 issued by (i) Mr. Harsh Chandrakant Ruparelia (Registration No. IBBI/RV/05/2019/11106) and SSPA & Co. (Registration No. IBBI/RV-E/06/2020/126), Registered Valuer ( Joint Valuation Report 1 ) and Deloitte Touche Tohmatsu India LLP and SSPA & Co., Chartered Accountants ( Joint Valuation Report 2 ), in connection with the Scheme is appended as ‘Annexure 2 and Annexure 4' .

Share Exchange Ratio, as recommended for the proposed Composite Scheme among IDFC Financial Holding Company Limited (Transferor Company) and IDFC Limited (Transferee Company/ Amalgamating Company) and IDFC FIRST Bank Limited (Amalgamated Company) is as below:

155 (One Hundred Fifty Five) equity shares of IDFC FIRST Bank Limited of 10 each, fully paid-up for every 100 (One Hundred) equity shares of IDFC Limited of 10 each, fully paid-up.

Since the Transferor Company is wholly owned subsidiary of the Transferee Company/ Amalgamating Company, which will amalgamate with the Transferee Company/ Amalgamating Company pursuant to this Scheme, all equity shares issued by the Transferor Company and held by the Transferee Company/ Amalgamating Company and its nominees shall stand cancelled and extinguished and in lieu thereof, there shall be no allotment of equity shares in the Transferee Company/ Amalgamating Company or payment of any consideration.

The share exchange ratio is determined by considering the fair value of shares of all companies after taking into consideration all the factors, approaches and methods considered appropriate by the aforementioned valuers.

The equity shares of both the Amalgamating Company and Amalgamated Company are listed on BSE and NSE and are frequently traded. Hence, the valuers have applied the market price method under the market approach considering the share prices of both the Amalgamating Company and Amalgamated Company on NSE over an appropriate period to arrive at the relative fair value of the shares for the purposes of arriving at the Fair Equity Share Exchange Ratio.

Also, considering the availability of comparable listed peer set in the business carried out by IDFC FIRST Bank, the Amalgamated Company, the comparable company method is also considered under the market approach to arrive at the relative fair value of the shares of Amalgamated Company.

The Amalgamating Company does not have any operations and primarily derived its value through its investments held in the equity shares of Amalgamated Company, the comparable company method under the market approach have not been considered to arrive at the fair value of shares of Amalgamating Company for the purposes of arriving at the Fair Equity Share Exchange Ratio.

To summarise, the valuers have considered a combination of market price method and comparable companies multiples method under market approach for arriving at the relative value per equity share of Amalgamated Company and Net Asset Value method under Assets approach and market price method under the market approach for arriving at the relative value per share of Amalgamating Company.

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The share exchange ratio is determined on the basis of a relative equity valuation of Amalgamated Company and Transferee Company/ Amalgamating Company based on the various approaches/ methods explained in Annexures to Valuation Report, and various qualitative factors relevant to each Company and the business dynamics and growth potentials of the businesses of these Companies, having regard to information base, Key underlying assumptions and limitations.

RELATIONSHIP AMONG COMPANIES WHO ARE PARTIES TO THE SCHEME

1. The entire paid-up share capital of the Transferor Company is held by the Transferee Company/ Amalgamating Company and its nominees. Thus, the Transferor Company is a wholly owned subsidiary of the Transferee Company/ Amalgamating Company. Further, the Transferor Company is a promoter of the Amalgamated Company and as on December 31, 2023, holds 2,64,64,38,348 (Two Hundred and Sixty-Four Crores SixtyFour Lakhs Thirty-Eight Thousand Three Hundred and Forty-Eight) equity shares of the face value of 10/each i.e., ~ 37.45% of the paid-up share capital of the Amalgamated Company.

2. The Transferee Company/ Amalgamating Company is the holding company of the Transferor Company. Further, the Transferee Company/ Amalgamating Company is a promoter of the Amalgamated Company and as on December 31, 2023, holds 2,64,64,38,348 (Two Hundred and Sixty-Four Crores Sixty-Four Lakhs ThirtyEight Thousand Three Hundred and Forty-Eight) equity shares of the face value of 10 each i.e., ~ 37.45% of the paid-up share capital of the Amalgamated Company through the Transferor Company. The Amalgamated Company is an associate company of the Transferee Company/ Amalgamating Company within the meaning of Section 2(6) of the Companies Act.

3. The Transferor Company and the Transferee Company/ Amalgamating Company are the promoters of the Amalgamated Company. The Transferee Company/ Amalgamating Company through the Transferor Company, as on December 31, 2023, holds 2,64,64,38,348 (Two Hundred and Sixty-Four Crores Sixty-Four Lakhs Thirty-Eight Thousand Three Hundred and Forty-Eight) equity shares of the face value of 10 each of the Amalgamated Company i.e., ~ 37.45% of the paid-up share capital of the Amalgamated Company.

CORPORATE APPROVALS

Transferor Company

1. The Scheme was placed before the Audit Committee and Committee of Independent Directors of the Transferor Company at its respective meeting held on July 03, 2023. The Audit Committee and Committee of Independent Directors of the Transferor Company at its meeting held on July 03, 2023, recommended the amalgamation of the Transferor Company with and into the Transferee Company/ Amalgamating Company in terms of the Scheme, to the Board of Directors of the Transferor Company.

2. Upon the recommendation of the Audit Committee and Committee of Independent Directors of the Transferor Company, the Board of Directors of the Transferor Company approved the amalgamation of the Transferor Company with and into the Transferee Company/ Amalgamating Company in terms of the Scheme at its meeting held on July 03, 2023. The meeting of the Board of Directors of the Transferor Company, held on July 03, 2023, was attended by all the four directors (namely, Mr. Vishwavir Saran Das, Ms. Sudha Krishnan, Ms. Anita Belani and Mr. Ajay Sondhi, through permitted audio-visual means). None of the directors of the Transferor Company who attended the meeting, voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of the Transferor Company, who attended and voted at the meeting.

Transferee Company/ Amalgamating Company

38. The Scheme along with the:

• (a) valuation report, dated July 03, 2023, jointly issued by Mr. Harsh Chandrakant Ruparelia, Registered Valuer (Registration No. IBBI/RV/05/2019/11106) and SSPA & Co., Chartered Accountants, Registered Valuer (Registration No. IBBI/RV-E/06/2020/126) ( “Joint Valuation Report 1” ), recommending the share exchange ratio, in respect of the proposed Scheme;

30 Notice

• (b) valuation report, dated July 03, 2023, jointly issued by Deloitte Touche Tohmatsu India LLP and SSPA & Co., Chartered Accountants ( “Joint Valuation Report 2” ), recommending the share exchange ratio, in respect of the proposed Scheme; and

• (c) fairness opinion dated July 03, 2023, issued by Axis Capital Limited, a SEBI registered merchant banker.

were placed before the Audit Committee of Directors of the Transferee Company/ Amalgamating Company along with other particulars at its meeting held on July 03, 2023. The copies of the (i) Joint Valuation Report 1, (ii) Summary of Joint Valuation Report 1, (iii) Joint Valuation Report 2, (iv) Summary of Joint Valuation Report 2, and (v) the fairness opinion dated July 03, 2023, issued by Axis Capital Limited are enclosed as Annexure 2, Annexure 3, Annexure 4, Annexure 5 and Annexure 7, respectively.

The Audit Committee of the Transferee Company/ Amalgamating Company, based on the aforesaid, amongst others, inter-alia , recommended the Scheme for favourable consideration by the Board of Directors of the Transferee Company/ Amalgamating Company.

1. The Scheme, the Joint Valuation Report 1, Joint Valuation Report 2 recommending Share Exchange Ratio in respect of the proposed Scheme and the fairness opinion issued by Axis Capital Limited, SEBI registered merchant banker, amongst others, were placed before the Committee of Independent Directors of the Transferee Company/ Amalgamating Company, comprising all the Independent Directors of the Transferee Company/ Amalgamating Company, at its meeting held on July 03, 2023. The Committee of Independent Directors of the Transferee Company/ Amalgamating Company, based on the aforesaid, amongst others, inter-alia , recommended the Scheme to the Board of Directors of the Transferee Company/ Amalgamating Company for its approval and for favourable consideration.

2. The Scheme along with the Joint Valuation Report 1, Joint Valuation Report 2, recommending the Share Exchange Ratio in respect of the proposed Scheme were placed before the Board of Directors of the Transferee Company/ Amalgamating Company at its meeting held on July 03, 2023. The fairness opinion issued by Axis Capital Limited was also submitted to the Board of Directors of the Transferee Company/ Amalgamating Company. Based on the reports submitted by the Audit Committee and the Committee of Independent Directors of the Transferee Company/ Amalgamating Company, recommending the Scheme, the Board of Directors of the Transferee Company/ Amalgamating Company approved the Scheme at its meeting held on July 03, 2023. The meeting of the Board of Directors of the Transferee Company/ Amalgamating Company, held on July 03, 2023, was attended by all the five directors (namely, Mr. Anil Singhvi, Dr. Jaimini Bhagwati, Ms. Anita Belani, Mr. Ajay Sondhi and Mr. Mahendra Shah through permitted audio-visual means) of the Transferee Company/ Amalgamating Company. None of the directors of the Transferee Company/ Amalgamating Company who attended the meeting, voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of the Transferee Company/ Amalgamating Company, who attended and voted at the meeting.

Amalgamated Company

1. The Scheme along with the aforesaid Joint Valuation Report 1 and Joint Valuation Report 2, recommending Share Exchange Ratio in respect of the proposed Scheme and the fairness opinion issued by ICICI Securities Limited, SEBI registered merchant banker (Copy of the fairness opinion, dated July 03, 2023 issued by ICICI Securities Limited is enclosed as Annexure 6 ), amongst others, were placed before the Audit Committee of the Amalgamated Company at its meeting held on July 03, 2023. The Audit Committee, inter-alia , based on the aforesaid recommended the Scheme for the approval by the Board of Directors of the Amalgamated Company and for favourable consideration by, RBI, SEBI, Competition Commission of India ( “CCI” ), Stock Exchanges, NCLT, and such other regulatory/ governmental authority or person, as may be required.

2. The Scheme, the Joint Valuation Report 1, the Joint Valuation Report 2 recommending Share Exchange Ratio in respect of the proposed Scheme and the fairness opinion issued by ICICI Securities Limited, amongst others, were placed before the Committee of Independent Directors of the Amalgamated Company, comprising all the Independent Directors of the Amalgamated Company at its meeting held on July 03, 2023. The Committee of

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Independent Directors of the Amalgamated Company, based on the aforesaid, inter-alia , recommended the Scheme for favourable consideration by the Board of Directors of the Amalgamated Company.

1. The Scheme along with the Joint Valuation Report 1 and the Joint Valuation Report 2 recommending Share Exchange Ratio in respect of the proposed Scheme and the fairness opinion issued by ICICI Securities Limited, SEBI registered merchant banker, amongst others, were placed before the Board of Directors of the Amalgamated Company on July 03, 2023. Based on the reports submitted by the Audit Committee and the Committee of Independent Directors of the Amalgamated Company, recommending the Scheme, the Board of Directors of the Amalgamated Company approved the Scheme at its meeting held on July 03, 2023. The meeting of the Board of Directors of the Amalgamated Company, held on July 03, 2023, was attended by 8 (eight) directors (namely, in-person: Mr. Sanjeeb Chaudhuri, Mr. V. Vaidyanathan, Mr. Madhivanan Balakrishnan, Mr. Aashish Kamat, Dr. (Mrs.) Brinda Jagirdar, Mr. S. Ganesh Kumar, Mr. Hemang Raja, and virtually: Mr. Pravir Vohra, through permitted audio-visual means). Mr. Ajay Sondhi and Dr. Jaimini Bhagwati, being on the Board of Directors of the Amalgamated Company as a representative of the Transferee Company/ Amalgamating Company, abstained from attending the meeting. Leave of absence was granted to Mr. Vishal Mahadevia. None of the directors of the Amalgamated Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of the Amalgamated Company, who attended and voted at the meeting.

DETAILS OF APPROVALS FROM REGULATORY AUTHORITIES TAKEN IN RELATION TO THE SCHEME

1. NSE was appointed as the Designated Stock Exchange by the Transferee Company/ Amalgamating Company for the purpose of co-ordinating with the SEBI for obtaining approval of SEBI in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ).

2. As required by the SEBI Circular, the Transferee Company/ Amalgamating Company had filed its no complaints report with BSE and NSE, both dated September 09, 2023. These reports indicate that the Transferee Company/ Amalgamating Company received no complaints from the equity shareholders with respect to the Scheme. Copies of the no complaints report submitted by the Transferee Company/ Amalgamating Company to BSE and NSE, both dated September 09, 2023, are enclosed as Annexure 18 and Annexure 19 , respectively.

3. The Transferee Company/ Amalgamating Company received no adverse observations/ no-objection letter regarding the Scheme from BSE and NSE, respectively, both dated November 13, 2023, conveying their no adverse observations/ no-objection for filing the Scheme with NCLT.

Copies of the no adverse observations/ no-objection letters, both dated November 13, 2023, received by the Transferee Company/ Amalgamating Company from BSE and NSE, are enclosed as Annexure 20 and Annexure 21 , respectively.

1. Pursuant to the aforesaid comments issued by SEBI through Stock Exchanges, the Transferee Company/ Amalgamating Company shall bring to the notice of its equity shareholders the details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Transferee Company/ Amalgamating Company, its promoters and directors and details of regulatory actions against the entities involved. The same is enclosed as Annexure 23 . The details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Transferor Company, its promoters and directors are also provided in Annexure 23 . The aforesaid details are also forming part of Company Application CA(CAA)/2(CHE)/2024, jointly filed by the Companies before NCLT.

2. The Transferor Company and Transferee Company/ Amalgamating Company, pursuant to the application made by it to RBI, has received a communication dated December 26, 2023, from RBI, whereby RBI has accorded its ‘no-objection’ to the Scheme, subject to compliance with terms and conditions specified therein.

3. NSE was appointed as the Designated Stock Exchange by the Amalgamated Company for the purpose of co-ordinating with the SEBI for obtaining approval of SEBI in accordance with SEBI Listing Regulations.

4. As required by the SEBI Circular, the Amalgamated Company had filed its no complaints report with BSE and NSE, dated August 11, 2023, and September 6, 2023, respectively. These reports indicate that the Amalgamated Company received no complaints from the equity shareholders with respect to the Scheme. Copies of the no complaints report submitted by the Amalgamated Company, dated August 11, 2023, and September 6, 2023, to BSE and NSE, respectively, are enclosed as Annexure 16 and Annexure 17 , respectively.

32 Notice

1. The Amalgamated Company received no adverse observations/ no-objection letter regarding the Scheme from BSE and NSE, respectively, both dated November 13, 2023, conveying their no adverse observations/ no-objection for filing the Scheme with NCLT.

By the said letter dated November 13, 2023, BSE communicated the following observations to the Transferee Company/ Amalgamating Company and Amalgamated Company.

Comments in accordance with Regulation 37(1) of SEBI Master circular no. SEBI/HO/CFD/DIL1/ CIR/P/2021/665 dated November 23, 2021:

• a) The proposed composite Scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• b) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme.

• c) The Company shall ensure that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed Company and the stock exchanges.

• d) The entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/ authorities/ tribunal.

• e) The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated November 23, 2021.

• f) The Company shall advise the applicant that the information pertaining to all the Unlisted Companies involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• g) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• h) The Company is advised to disclose details of assets and liabilities merged in the IDFC First Bank Limited, reasons for reduction of securities premium account, details of regulatory actions against the entities, details of shareholding involved in each stage of the scheme, share capital build-up of the companies, detailed rationale for swap ratio, details of contingent liabilities being transferred to IDFC First Bank, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, so that public shareholders can make an informed decision in the matter.

• i) The Company is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.

• j) The Company is advised that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• k) The Company is advised that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.

• l) No changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.

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• m) The Company is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.

• n) The Company is advised to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• o) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

Comments considering comments of RBI

• p) The Company is advised to disclose Information which are mandatory to be disclosed to the shareholders in the explanatory statement as per the Companies Act, 2023 (Annexure A) which enable shareholders to take an informed decision with respect to the scheme of Amalgamation.

By the said letter dated November 13, 2023, NSE communicated the following observations to the Transferee Company/ Amalgamating Company and Amalgamated Company:

1. Comments in accordance with Regulation 37(1) of SEBI Master circular no. SEBI/HO/CFD/DIL1/ CIR/P/2021/665 dated November 23, 2021:

• a) The Company shall ensure that the proposed composite scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• b) Company shall ensure to discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon’ble NCLT and shareholders, while seeking approval of the Scheme.

• c) Company shall ensure that additional information, if any, submitted by the Company, after filing the scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

• d) Company shall ensure that no changes to the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchanges, except those mandated by the regulators/authorities/ tribunals.

• e) The entities involved in the Scheme shall ensure compliance with various provision of SEBI master circular dated November 23, 2021.

• f) Company shall ensure that the information pertaining to all the unlisted Companies involved, if any, in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• g) Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• h) The Company shall disclose details of asset and liabilities merged in the IDFC First Bank Limited, reasons for reduction of securities premium account, details of regulatory actions against the entities, details of shareholding involved in each stage of the scheme, share capital build-up of the Companies, detailed rational for swap ratio, details of contingent liabilities being transferred to IDFC First Bank Limited, as a part of explanatory statement or notice or proposal accompanying

34 Notice

resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232, so that the public shareholders can make an informed decision in the matter.

• i) Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

• j) Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• k) Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.

• l) Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.

• m) Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

• n) Company shall comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.

• o) It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

2. Comments in accordance with Regulation 59A(1) of SEBI Master circular no. SEBI/HO/DDHS/ DDHS_Div1/P/CIR/2022/103 dated July 29, 2022

• a) Companies involved shall not provide any misstatement or furnish false information with respect to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter XII of the Operational Circular ref. no. SEBUHO/DDHS/DDHS_Div1/P/ CIR/2022/0000000103 dated July 29, 2022.

• b) Company shall include information pertaining to the unlisted entity in the format specified for abridged prospectus as provided in Part B of Schedule I of the SEBI (Issue and Listing of Non Convertible Securities) Regulations, 2021, in the notice or proposal to be sent to the holders of NCDs/NCRPS while seeking approval for the scheme. The accuracy and adequacy of such disclosures shall be certified by the SEBI registered merchant banker after following the due diligence process.

• c) The entities involved in the proposed scheme shall ensure that the proposed scheme shall comply with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) any other relevant regulations and circulars.

3. Comments considering comments of RBI

• a) The Company shall ensure to disclose information which are mandatory to be disclosed to the shareholders in the explanatory statement as per the Companies Act, 2023 (Annexure A) which enables the shareholders to take an informed decision with respect to scheme of amalgamation.

Copies of the no adverse observations/no-objection letters, both dated November 13, 2023, received by the Amalgamated Company from BSE and NSE, respectively, are enclosed as Annexure 20 and Annexure 21 .

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1. Pursuant to the aforesaid comments issued by SEBI through Stock Exchanges, the Amalgamated Company shall bring to the notice of its equity shareholders the details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Amalgamated Company, its promoters and directors and details of regulatory actions against the entities involved. The same is enclosed as Annexure 22 . The aforesaid details are also forming part of Company Scheme Application No. 2 of 2024, jointly filed by the Companies before NCLT.

2. The Amalgamated Company, pursuant to the application made by it to RBI, has received a communication dated December 18, 2023, from RBI, whereby RBI has accorded its ‘no-objection’ to the Scheme, subject to compliance with terms and conditions specified therein.

3. The Amalgamated Company, pursuant to an application made by it to the Pension Fund Regulatory and Development Authority ( “PFRDA” ) (as Point of Presence), has received a communication dated November 10, 2023, whereby PFRDA has granted its in-principle approval to the Scheme.

4. The Companies pursuant to the joint application made by them to the CCI have received a communication on October 17, 2023, from CCI that it has considered and approved the combination under Green Channel Route in terms of Section 6(2) of the Competition Act, 2002 read with Regulations 5 and 5A of the Competition Commission of India (Procedure in regard to the transactions of business relating to combinations) Regulations, 2011.

5. In addition to the above, the Amalgamated Company has received approvals/ noting of the arrangement/ no-objection/ communications from various authorities on the Scheme, as required, including prior approval from BSE & NSE (as stock broking license), noting of shareholding change by National Securities Depository Limited (as depository participant license), noting of information related to the Scheme by Insurance Regulatory and Development Authority of India (as Corporate Agent license), No-objection to the Scheme by Debenture Trustees, etc.

6. The Companies would obtain/ cause to be obtained all such other approvals from the Governmental Authority as may be required under Applicable Law.

7. The Company Scheme Application, being, CA(CAA)/2(CHE)/2024 along with annexures thereto (which includes the Scheme) was jointly e-filed by the Companies with the NCLT, on January 08, 2024. The hard copy whereof was filed with the NCLT on January 11, 2024.

SALIENT FEATURES OF THE SCHEME

1. The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as assigned in the Scheme:

2. (i) This Scheme is presented inter alia under Sections 230 to 232 and other applicable provisions of the Companies Act, SEBI Circular read with Section 2(1B) and other applicable provisions of the Income Tax Act, 1961 and other applicable law, if any.

3. (ii) The Scheme provides for the amalgamation of the Transferor Company, a wholly owned subsidiary of the Transferee Company/ Amalgamating Company with itself and subsequently amalgamation of Amalgamating Company with the Amalgamated Company, without being wound up and also provides for various other matters consequent and incidental thereto or otherwise integrally connected thereto.

4. (iii) The Appointed Date for amalgamation of Transferor Company with Transferee Company is close of business hours of a day prior to the Effective Date ( “Appointed Date 1” ). Appointed Date for amalgamation of Amalgamating Company with Amalgamated Company is opening of business hours of the Effective Date ( “Appointed Date 2” ).

5. (iv) “Effective Date” means the last of the dates on which the authenticated copies or the certified copy of the order of the NCLT sanctioning this Scheme is filed with the Registrar of Companies, Chennai, Tamil Nadu by the Transferor Company, the Amalgamating Company or the Amalgamated Company, after

36 Notice

the last of the approvals, permissions, resolutions, agreements, sanctions and orders necessary thereof or the events specified in Clause 37 of this Scheme are satisfied or have occurred or obtained or the requirement of which have been waived (in writing) in accordance with this Scheme.

• (v) Amalgamation of the (i) IDFC Financial Holding Company with IDFC Limited; and (ii) IDFC Limited (“Amalgamating Company”) with IDFC FIRST Bank Limited (“Amalgamated Company”), shall be in accordance with section 2(1B) of the Income Tax Act, 1961.

• (vi) Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Company with the Transferee Company/ Amalgamating Company, the Transferee Company/ Amalgamating Company shall, not issue any consideration being amalgamation of wholly owned subsidiary.

• (vii) In consideration of the amalgamation of the Amalgamating Company with Amalgamated Company, the Amalgamated Company shall without any further application, act, consent, instrument or deed, issue and allot shares in Amalgamated Company, on a proportionate basis to each shareholder of the Amalgamating Company, whose name is recorded in the register of members as member of the Amalgamating Company as on the Record Date (as defined in the Scheme) or to their respective heirs, executors, administrators or other legal representatives or successors in title in the following manner:

155 (One hundred and fifty- five) equity shares of INR 10 (Indian Rupees Ten) each of the Amalgamated Company ( “Amalgamated Company New Equity Shares” ), credited as fully paid-up, for every 100 (One Hundred) equity shares of INR 10 (Indian Rupees Ten) each of the Amalgamating Company ( “Share Exchange Ratio” )

• (viii) With effect from Appointed Date 1 and upon the Part III of the Scheme becoming effective, the Transferor Company along with all its assets, liabilities, contracts, employees, licenses, records, approvals etc., shall get transferred to and vest in or shall be deemed to have been transferred to and vested in the Amalgamating Company, as a going concern, without any further act, instrument or deed, together with all its properties, assets, liabilities, rights, benefits and interest therein, subject to the provisions of the Scheme, in accordance with Sections 230 – 232 of the Companies Act, Section 2(1B) of the Income Tax Act, 1961 and applicable provisions if any.

• (ix) With effect from Appointed Date 2, and upon Part IV of the Scheme becoming effective, the Amalgamating Company along with all its assets, liabilities, contracts, employees, licenses, records, approvals etc. shall get transferred to and vest in or shall be deemed to have been transferred to and vested in the Amalgamated Company, as a going concern, without any further act, instrument or deed, together with all its properties, assets, liabilities, rights, benefits and interest therein, subject to the provisions of the Scheme, in accordance with Sections 230 – 232 of the Companies Act, the Income Tax Act, 1961 and applicable provisions if any.

• (x) Immediately upon Part III and Part IV of the Scheme becoming effective, the securities premium available with the Amalgamated Company i.e. consolidation of securities premium of the Amalgamating Company with the Amalgamated Company on account of amalgamation, would be reduced against negative balance in profit & loss account, negative balance in amalgamation reserve and balance in Merger Adjustment Account (as defined in the Scheme) arising on account of the amalgamation. The proposed utilization of securities premium account is a Balance Sheet neutral action. Accordingly, the book value of shares, the Amalgamated Company’s net-worth, equity capital structure and shareholding pattern will all remain unchanged.

• (xi) During the period between the approval of the Scheme by the respective Boards of the Transferor Company, Transferee Company/ Amalgamating Company and Amalgamated Company and up-to the Effective Date (as defined in the Scheme), the Transferor Company, Transferee Company/ Amalgamating Company as the case may be and the Amalgamated Company shall carry on its business and activities with reasonable diligence and business prudence.

• (xii) Consolidation of the Authorized Capital of the Transferor Company with the Authorized Capital of the Transferee Company and subsequently consolidation of the Authorized Capital of the Transferee Company with the Authorized Capital of the Amalgamated Company.

NCLT convened Meeting - Equity Shareholders 37

IDFC FIRST Bank LImITeD

• (xiii) The effectiveness of the Scheme is contingent upon certain conditions as mentioned in the Scheme including receipt of regulatory and other applicable approvals.

Note: The above details are the salient features of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

VALUATION AND ACCOUNTING TREATMENT

1. The summaries of the aforesaid Joint Valuation Report 1 and Joint Valuation Report 2 including the basis of such Joint Valuation Report(s) and the fairness opinion(s) are enclosed as Annexure 3 and Annexure 5.

2. The respective statutory auditors of the Amalgamating Company and the Amalgamated Company have issued certificates to the effect that the accounting treatment as prescribed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act. The certificates issued by the respective statutory auditors of the aforesaid Companies are open for inspection as mentioned herein below.

EFFECT OF THE SCHEME ON VARIOUS PARTIES

1. The effect of the proposed Scheme on the various stakeholders of the Transferor Company, the Transferee Company/ Amalgamating Company and the Amalgamated Company would be as follows:

(a) Shareholders (Promoter and Non-Promoter)

Upon Part IV of the Scheme becoming effective, the equity shareholders of the Amalgamating Company shall become the equity shareholders of the Amalgamated Company in the manner as stipulated in clause 22.1 of Part IV of the Scheme. Further, under Part IV of the Scheme, the resultant authorized share capital of the Amalgamating Company, shall stand transferred to and be amalgamated/combined with the authorized share capital of the Amalgamated Company. Thus, under Part IV of the Scheme, an arrangement is sought to be entered into between the Amalgamated Company and its equity shareholders.

Pursuant to cancellation of equity shares held by the Amalgamating Company in the Amalgamated Company and issuance and allotment of the New Amalgamated Company Shares as per Clause 22.1 of Part IV of the Scheme, 100% (one hundred percent) equity shareholding of the Amalgamated Company would be held by the public shareholders, with no person acting as ‘promoter’ in the Amalgamated Company.

The effect of the Scheme on the shareholders, key managerial personnel, promoter and nonpromoter shareholders of the Amalgamated company, Transferor Company and Transferee Company/ Amalgamating Company are appended in the attached reports i.e. ‘Annexure 8, Annexure 9 and Annexure 10’ , respectively, adopted by the respective Board of Directors of the Amalgamated Company, Transferor Company and Transferee Company/ Amalgamating Company, pursuant to the provisions of Section 232(2)(c) of the Companies Act.

(b) Creditors

Part III and Part IV of the Scheme does not contemplate any arrangement with the unsecured creditors of the Transferor Company, Amalgamating Company and the Amalgamated Company. No compromise is offered under Part III and Part IV of the Scheme to any of the creditors of the Amalgamated Company. The liability towards the unsecured creditors of the Amalgamated Company is neither being reduced nor being extinguished. The unsecured creditors shall be paid off in the ordinary course of business. The rights and interest of the unsecured creditors of the Amalgamated Company would in no way be affected by Part III and Part IV of the Scheme.

Further, as on date, the Transferor Company, Amalgamating Company and the Amalgamated Company has no secured creditors and therefore, the question of any effect of the Scheme on any secured creditors does not arise.

38 Notice

The rights of the creditors shall not be impacted pursuant to the Scheme and there will be no reduction in their claims on account of the Scheme.

(c) Employees, Directors, and Key Managerial Personnel

Pursuant to the Scheme and with effect from the Effective Date, the Amalgamated Company will engage, without any interruption in service, all employees engaged in or in relation to the Transferor Company and the Amalgamating Company, on the terms and conditions not less favourable than those on which they are engaged by the Transferor Company and the Amalgamating Company, immediately preceding the Effective Date.

Under Part IV of the Scheme, no rights of the staff and employees of the Amalgamated Company are being affected. The services of the staff and employees of the Amalgamated Company shall continue on the same terms and conditions on which they were engaged by the Amalgamated Company, pursuant to the Scheme.

Pursuant to the Scheme becoming effective, the Transferor Company and the Amalgamating Company will be dissolved without winding up. Therefore, the office of the existing directors will cease on dissolution. Further, there will be no change in the Board of Directors of the Amalgamated Company.

Further, the Directors shall also be affected to the extent of the equity shares (if any) held by them.

It is clarified that the composition of the Board of Directors of the Companies may change by appointments, retirements or resignations in accordance with the provisions of the Companies Act, SEBI Listing Regulations and Memorandum and Articles of Association of such Companies.

None of the Directors or Key Managerial Personnel (as defined under the Companies Act and the rules framed thereunder) of the Amalgamated Company and their respective relatives (as defined under the Companies Act, 2013 and the rules framed thereunder) have any material interest in Part IV of the Scheme, except to the extent that:

• i. two of the directors of the Amalgamated Company, namely, Dr. Jaimini Bhagwati and Mr. Mahendra Shah are common directors in the Amalgamating Company; and/or

• ii. the said directors, key managerial personnel and their respective relatives may be holding shares in the Transferee Company/ Amalgamating Company and/or the Amalgamated Company. None of the directors and key managerial personnel of the Amalgamated Company or their relatives are holding more than two percent of the paid-up share capital of the Transferee Company/ Amalgamating Company or the Amalgamated Company; and/or

• iii. the said directors, key managerial personnel and their respective relatives may be the partners, directors, members of the companies, firms, bodies corporate, trustee and/or beneficiaries of trust that hold shares in the Transferee Company/ Amalgamating Company and/or the Amalgamated Company, if applicable.

(d) Debenture Holders and Debenture Trustee

Transferor Company:

Transferee Company/ Amalgamating Company:

Not Applicable Not Applicable

Amalgamated Company:

Since the holders of the Non-Convertible Debenture Securities (“NCDs”) in the Amalgamated Company shall continue to hold all the NCDs in the Amalgamated Company even post the Scheme becoming effective, on the same terms and conditions at which they were issued, the holders of the NCDs are not affected by the Scheme. Further, the liability of the NCD holders of the Amalgamated Company, under the Scheme, is neither being reduced nor being extinguished.

A separate meeting of the NCD holders of the Amalgamated Company is being held on May 17, 2024, 2024, for the purpose of approving the Scheme as required under SEBI Circular dated July 29, 2022 and other applicable laws and in accordance with the NCLT Order.

NCLT convened Meeting - Equity Shareholders 39

IDFC FIRST Bank LImITeD

The debenture trustee(s) for the different series of the debentures issued by the Amalgamated Company shall continue to remain the debenture trustee(s). Further, none of the debenture trustee(s) for the different series of the debentures have any material interest in the Scheme except to the extent of the equity shares held by them in the Amalgamating Company and/ or the Amalgamated Company, if any.

(e) Depositors and Deposit Trustee

Transferor Company:

Transferor Company: Not Applicable Transferee Company/ Amalgamating Company: Not Applicable

Amalgamated Company:

The Scheme does not contemplate any arrangement between the Amalgamated Company and its fixed deposit holders. No rights of the fixed deposit holders of the Amalgamated Company are being affected pursuant to the Scheme. The liability towards the fixed deposit holders of the Amalgamated Company under the Scheme, is neither being reduced nor being extinguished.

There are no deposit trustee(s) in respect of the fixed deposits invited by the Amalgamated Company. Therefore, the question of the effect of the Scheme on the deposit trustees does not even arise.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

1. In compliance with the provisions of Section 232(2)(c) of the Companies Act, the Board of Directors of the Transferor Company and the Transferee Company/ Amalgamating Company have adopted a Report on July 03, 2023, enclosed herewith as Annexure 9 and Annexure 10 , respectively. Further, the said report as required under Section 232(2)(c) of the Companies Act was adopted by the Board of Directors of the Amalgamated Company on February 09, 2024, inter-alia, explaining the effect of the Scheme on its shareholders, creditors and directors amongst others. Copy of the said report adopted by the Board of Directors of the Amalgamated Company is enclosed as Annexure 8 .

40 Notice

1. Details of Assets & Liabilities (including contingent liabilities) merged in the Amalgamated Company

Assets & Liabilities of the Transferor Company and the Transferee Company/ Amalgamating Company as of December 31, 2023 are as follows:

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Particulars IDFC Financial IDFC Limited
Holding Company ( in crore)
Limited
( in crore)
----- End of picture text -----

	Particulars	IDFC Financial Holding Company Limited ( in crore)	IDFC Limited ( in crore)
I.	ASSETS
	Non-Current Assets
	PropertyPlant and Equipment	-	0.05
	Right-of-use assets
	Intangible Assets
	Intangible assets under development
	Financial Assets
	(i) Investments	10,550.76	9,376.26
	(ii)Trade receivables
	(iii)Other fnancial assets
	Current Tax Asset(Net)	2.13	221.12
	Deferred Tax Asset(Net)
	Other non-current assets
	Total Non-Current Assets(A)	10,552.89	9,597.43
	Current Assets
	Inventories
	Financial Assets
	(i) Investments
	(ii)Trade receivables
	(iii)Cash and cash equivalents	224.58	0.93
	(iv)Bank balances other than(iii)above	-	2.52
	(v)Other fnancial assets	14.28	-
	Other current assets	-	0.32
	Total Current Assets(B)	10,791.73	9,601.20
	TOTAL ASSETS(A+B)

NCLT convened Meeting - Equity Shareholders 41

IDFC FIRST Bank LImITeD

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Particulars IDFC Financial IDFC Limited
Holding Company ( in crore)
Limited
( in crore)
----- End of picture text -----

	Particulars	IDFC Financial Holding Company Limited ( in crore)	IDFC Limited ( in crore)
II.	EQUITY AND LIABILITES
	Equity
	Equityshare capital	9,029.24	1,599,99
	Other equity	1,761.57	7,940.95
	Total Equity (C)	10,790.81	9,540.94
	Non-Current Liabilities
	Financial liabilities
	(i) Lease liabilities
	Provisions(Deferred Tax Liability)	-	38.27
	Total Non – Current Liabilities (D)	-	38.27
	Current liabilities
	Financial liabilities
	i. Lease liabilities
	ii. Tradepayables
	(a) Total outstanding dues of micro enterprises and small enterprises
	(b) Total outstanding dues of creditors other than micro enterprises and small enterprises	0.89	4.03
	iii. Other fnancial Liabilities	0.01	17.21
	Contract Liabilities
	Provisions	-	0.51
	Other current liabilities	0.02	0.24
	Total Current Liabilities(E)	0.92	21.99
	TOTAL EQUITY AND LIABILITIES(C+D+E)	10,791.73	9,601.20

42 Notice

Assets & liabilities of the Amalgamated Company pre and post amalgamation as of December 31, 2023

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Particulars Pre Amalgamation Post Amalgamation
( in crore) (Proforma)
( in crore)
----- End of picture text -----

Particulars	Pre Amalgamation ( in crore)	Post Amalgamation (Proforma) ( in crore)
CAPITAL AND LIABILITIES
Capital	7,119	6,952
Reserves and surplus	24,333	25,099
Deposits	1,82,549	1,82,549
Borrowings	45,109	45,109
Other liabilities andprovisions	11,628	11,677
TOTAL	2,70,738	2,71,387
ASSETS
Cash and balances with Reserve Bank of India	9,733	9,734
Balances with banks and moneyat call and short notice	1,700	1,927
Investments	63,630	63,825
Advances	1,82,269	1,82,269
Fixed assets	2,502	2,502
Other assets	10,904	11,130
TOTAL	2,70,738	2,71,387
Contingent Liabilities	3,32,985	3,33,210
NET WORTH#
Equity	31,451	32,051
Less: Deferred Tax	-1,298	-1,260
Less: Cash Flow Hedge Reserve	-51	-51
	30,102	30,740

• Net worth is computed as per RBI Master Circular No. RBI/2015-16/70 DBR.No.Dir.BC.12/13.03.00/2015-16 on Exposure Norms dated July 1, 2015.

DETAILS OF CAPITAL OR DEBT RESTRUCTURING, IF ANY

1. Upon the Scheme becoming effective, the existing issued and paid-up equity shareholding of the Amalgamated Company as held by the Amalgamating Company shall stand cancelled and extinguished in accordance with Part IV of the Scheme. Further, the combined authorized share capital of the Transferor Company and the Amalgamating Company (post Part III of the Scheme becoming effective) shall stand transferred to and combined with the authorized share capital of the Amalgamated Company, as also mentioned in the clause 20 of the Scheme.

Further, there shall be no debt restructuring of the Companies pursuant to the Scheme.

OTHER MATTERS

1. No investigation or proceedings have been instituted or are pending against any of the Companies under the Companies Act or under the corresponding provisions of the Companies Act, 1956.

NCLT convened Meeting - Equity Shareholders 43

IDFC FIRST Bank LImITeD

1. To the knowledge of the Companies, no winding up proceedings have been filed or pending against any of the Companies under the Companies Act or the corresponding provisions of the Companies Act, 1956.

2. The copy of the proposed Scheme has been filed by the Amalgamated Company before the jurisdictional Registrar of Companies, on March 30, 2024, in Form GNL-1.

3. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the NCLT Order.

4. All approvals as stated in Clause 37 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme, will be obtained. Additionally, the Transferor Company, the Transferee Company/ Amalgamating Company and the Amalgamated Company will obtain such approvals/ sanctions/ no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.

5. The latest annual financial statements of the Amalgamated Company, the Transferor Company and the Transferee Company/ Amalgamating Company have been audited for the financial year ended on March 31, 2023. The Unaudited Financial Results (Limited Review) of the Amalgamated Company, the Transferor Company and the Transferee Company/ Amalgamating Company, for the quarter and nine months ended December 31, 2023, are enclosed as Annexure 11 , Annexure 12 , and Annexure 13 , respectively.

6. Information pertaining to the unlisted companies involved in the Scheme, i.e. the Transferor Company viz. IDFC Financial Holding Company Limited, in the format specified for abridged prospectus as provided in Part E of Schedule VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificate issued by Fedex Securities Private Limited, an Independent SEBI Registered Merchant Banker, SEBI Registration No. INM000010163, certifying the accuracy and adequacy of disclosures are enclosed as Annexure 15 .

7. All the details submitted by the Amalgamated Company with BSE and NSE, in respect of the application made under Regulation 37 of the SEBI Listing Regulations, will be available on the Amalgamated Company’s website at https://www.idfcfrstbank.com/investors/update which would be deemed to have been incorporated in the present explanatory statement.

8. As per the books of accounts (as on December 31, 2023) of the Transferor Company, the Transferee Company/ Amalgamating Company and the Amalgamated Company, the amount due to the unsecured creditors are NIL, NIL and ~ 45,434.73 crores, respectively.

9. The Transferor Company and the Transferee Company/ Amalgamating Company do not have any outstanding debentures. As per the books of accounts (as on December 31, 2023), the Amalgamated Company has outstanding debentures amounting to ~ 17,176.65 crores.

10. The share capital built-up for the Amalgamated Company, Transferor Company and the Transferee Company/ Amalgamating Company is enclosed as Annexure 14 .

44 Notice

1. The name and address of the promoters of the Transferor Company including their shareholding in the Companies as on December 31, 2023, are as under:

Name of the Promoter	Address	Equity Shares held in Transferor Company*	Equity Shares held in Transferee Company/ Amalgamating Company	Equity Shares held in Amalgamated Company^
IDFC Limited	4thFloor, Capitale Tower, 555, Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai – 600 018, Tamil Nadu, India.	9,02,92,40,000 equity shares of 10 each	-	2,64,64,38,348 equity shares of 10 each

• The entire share capital is held by the Transferee/ Amalgamating Company (includes shares held by nominee shareholders representing the Transferee Company/ Amalgamating Company in compliance with applicable laws)

• ^ The Transferee/ Amalgamating Company holds 2,64,64,38,348 equity shares of 10 each of the Amalgamated Company through Transferor Company

• No entity/ individual qualifies as a promoter of the Transferee Company/ Amalgamating Company in terms of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Transferee Company/ Amalgamating Company is a public listed company with 100% holding held by public.

• The name and address of the promoters of the Amalgamated Company including their shareholding in the Companies as on December 31, 2023, are as under:

Name of the Promoter	Address	Equity Shares held in Transferor Company*	Equity Shares held in Transferee Company/ Amalgamating Company	Equity Shares held in Amalgamated Company^
IDFC Limited and IDFC Financial Holding Company Limited (IDFC FHCL)	4thFloor, Capitale Tower, 555, Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai – 600 018, Tamil Nadu, India.	9,02,92,40,000 equity shares of 10 each held by IDFC Limited	-	2,64,64,38,348 equity shares of 10 each held by IDFC Limited through IDFC FHCL

• The entire share capital is held by the Transferee/ Amalgamating Company (includes shares held by nominee shareholders representing the Transferee Company/ Amalgamating Company in compliance with applicable laws)

• ^ The Transferee/ Amalgamating Company holds 2,64,64,38,348 equity shares of 10 each of the Amalgamated Company through Transferor Company

NCLT convened Meeting - Equity Shareholders 45

IDFC FIRST Bank LImITeD

1. The names, addresses and the Director Identification Number ( “DIN” ) of the directors of the Transferor Company as on December 31, 2023, are as follows:

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SN Name and Category DIN Address
----- End of picture text -----

SN	Name and Category	DIN	Address
1.	Mr. Vishwavir Saran Das Non-Executive Chairman, Independent Director	03627147	C-101, Kasturi – 3, Thaltej Shilaj Road, Thaltej, Ahmedabad 380059, Gujarat.
2.	Ms. Sudha Krishnan Independent Director	02885630	L – 3, Ground Floor, Hauz Khas Enclave New Delhi- 110016
3.	Ms. Anita Belani Nominee Director	01532511	B6503 Trump Tower, Pandurang Budkar Marg,Lodha Park,Worli,Mumbai 400018
4.	Mr. Mahendra Shah Nominee Director	00124629	1102, Vishnu Villa, A wing, Nariman Road, Vile Parle,East,Mumbai – 400057

1. The names, addresses and the DIN of the directors of the Transferee Company/ Amalgamating Company as on December 31, 2023, are as follows:

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SN Name and Category DIN Address
----- End of picture text -----

SN	Name and Category	DIN	Address
1.	Mr. Anil Singhvi Non-Executive Chairman, Independent Director	00239589	1802/W2, Crest, World Towers, Sena Pati Bapat Marg, Lower Parel (west), Mumbai 400 013
2.	Ms. Anita Belani Independent Director	01532511	B6503 Trump Tower, Pandurang Budkar Marg,Lodha Park,Worli,Mumbai 400 018
3.	Dr. Jaimini Bhagwati Independent Director	07274047	D1/10, First foor, Vasant Vihar -1, South west Delhi,Delhi-110 057
4.	Mr. Mahendra Shah Managing Director	00124629	1102, Vishnu Villa, A wing, Nariman Road, Vile Parle,East,Mumbai – 400 057
5.	Mr. Bipin Gemani Whole Time Director & CFO	07816126	Flat Number 22, 3rdFloor, Vijay Villa, 79, Worli Sea Face,Worli,Mumbai – 400 030

1. The names, addresses and the DIN of the directors of the Amalgamated Company as on December 31, 2023, are as follows:

SN	Name and Category	DIN	Address
1.	Mr. Sanjeeb Chaudhuri Part-Time Non-Executive Chairperson (Independent)	03594427	Queens Boulevard, Level 3, Walkeshwar Road, Mumbai 400006, Maharashtra, India
2.	Mr. Pravir Vohra Independent Director	00082545	E-602, Oberoi Splendor, J V Link Road, Opp. Majas Depot, Andheri East, Mumbai – 400060,Maharashtra,India
3.	Mr. Aashish Kamat Independent Director	06371682	Flat 2402, 24thFloor, The Imperial Edge, B.B. Nakashe Marg, Tardeo, Mumbai – 400034, Maharashtra,India
4.	Dr. (Mrs.) Brinda Jagirdar Independent Director	06979864	1104 Serenity Heights, A Wing, Mindspace, Off New Link Road, Malad (West), Mumbai 400064,
5.	Mr. S. Ganesh Kumar Independent Director	07635860	604, Neelgiri Apts CHS, Aba Karmarkar Road, Yashodham, Gen A K Vaidya Marg, Goregaon(East),Mumbai 400 063

46 Notice

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SN Name and Category DIN Address
----- End of picture text -----

SN	Name and Category	DIN	Address
6.	Mr. Mahendra Shah Non-Executive Non-Independent Director	00124629	1102, A-Wing, Vishnu Villa, Nariman Road, Vile Parle East,Mumbai-400057
7.	Dr. Jaimini Bhagwati Non-Executive Non-Independent Director	07274047	D1/10, First foor, Vasant Vihar, New Delhi- 110070
8.	Mr. Vishal Mahadevia Non-Executive Non-Independent Director	01035771	81 Landmark, Carmichael Road, Mumbai 400 026,Maharashtra,India
9.	Mr. V. Vaidyanathan Managing Director and Chief Executive Offcer	00082596	IDFC FIRST Bank Tower, (The Square), C-61, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India

1. The details of the shareholding of the Directors and Key Managerial Personnel (“KMP”) of the Transferor Company in the Companies as on December 31, 2023, are as follows:

SN	Name of Director/ KMP	Designation	Equity Shares held in Transferor Company	Equity Shares held in Transferee Company/ Amalgamating Company	Equity Shares held in Amalgamated Company
1.	Mr. Vishwavir Saran Das	Non-Executive Chairman, Independent Director	–	–	–
2.	Ms. Sudha Krishnan	Independent Director	–	–	–
3.	Ms. Anita Belani	Nominee Director	–	–	–
4.	Mr. Mahendra Shah	Nominee Director	–	12,00,100	–
5.	Mr. Bipin Gemani	Chief Financial Offcer	–	19,05,196	2,94,509
6.	Ms. Shivangi Mistry	CompanySecretary	–	–	–
7.	Mr. Mayank Goyal	Manager	–	–	–

1. The details of the shareholding of the Directors and KMP of the Transferee Company/ Amalgamating Company in the Companies as on December 31, 2023, are as follows:

SN	Name of Director/ KMP	Designation	Equity Shares held in Transferor Company	Equity Shares held in Transferee Company/ Amalgamating Company	Equity Shares held in Amalgamated Company
1.	Mr. Anil Singhvi	Non-Executive Chairman - Independent Director	–	2,00,000	2,00,000
2.	Ms. Anita Belani	Independent Director	–	–	–
3.	Dr. Jaimini Bhagwati	Independent Director	–	–	–
4.	Mr. Mahendra Shah	ManagingDirector	–	12,00,100	–
5.	Mr. Bipin Gemani	Whole Time Director & Chief Financial Offcer	–	19,05,196	2,94,509
6.	Ms. Shivangi Mistry	CompanySecretary	–	–	–

NCLT convened Meeting - Equity Shareholders 47

IDFC FIRST Bank LImITeD

1. The details of the shareholding of the Directors and KMP of the Amalgamated Company in the Companies as on December 31, 2023, are as follows:

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SN Name of Director/ Designation Equity Equity Equity
KMP Shares held Shares held Shares
in Transferor in Transferee held in
Company Company/ Amalgamated
Amalgamating Company
Company
----- End of picture text -----

SN	Name of Director/ KMP	Designation	Equity Shares held in Transferor Company	Equity Shares held in Transferee Company/ Amalgamating Company	Equity Shares held in Amalgamated Company
1.	Mr. Sanjeeb Chaudhuri	Part-Time Non- Executive Chairperson (Independent Director)	–	16,000	21,000
2.	Mr. Pravir Vohra	Independent Director	–	1,95,000	7,10,000
3.	Mr. Aashish Kamat	Independent Director	–	–	75,000
4.	Dr. (Mrs.) Brinda Jagirdar	Independent Director	–	–	–
5.	Mr. S. Ganesh Kumar	Independent Director	–	–	–
6.	Mr. Mahendra Shah	Non-Executive Non- Independent Director	–	12,00,100	–
7.	Dr. Jaimini Bhagwati	Non-Executive Non- Independent Director	–	–	–
8.	Mr. Vishal Mahadevia	Non-Executive Non- Independent Director	–	–	27,855
9.	Mr. V. Vaidyanathan	Managing Director & Chief Executive Offcer	–	–	6,50,67,464
10	Mr. Sudhanshu Jain	Chief Financial Offcer	–	–	1,02,056
11.	Mr. Satish Gaikwad	CompanySecretary	–	1,001	5,96,862

86. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

• i. IDFC Financial Holding Company Limited (“Transferor Company”)

Pre & Post scheme Authorized Capital as on December 31, 2023, is as follows:

Authorized Share Capital	Pre Amount(in)	Post Amount(in)
10,00,00,00,000 equityshares of 10 each	1,00,00,00,00,000	Not Applicable*

• The authorized share capital of the Transferor Company post Part IV of the Scheme becoming effective, shall stand transferred to and combined with the authorized share capital of the Amalgamated Company.

Pre & Post scheme Paid-up Share Capital as on December 31, 2023, is as follows:

Category	Pre	Pre	Post	Post
	No. of shares	% of Total Shares	No. of shares	% of Total Shares
Promoter	9,02,92,40,000^	100.00	Not Applicable*
Public	-	-
TOTAL	9,02,92,40,000	100.00

48 Notice

• ^ The entire share capital is held by the Transferee/ Amalgamating Company (includes shares held by nominee shareholders representing the Transferee Company/ Amalgamating Company in compliance with applicable laws).

• The equity shares of the Transferor Company held by Transferee/ Amalgamating Company shall be cancelled upon Part III of the Scheme becoming effective.

ii. IDFC Limited (“Transferee Company/ Amalgamating Company”)

Pre & Post scheme Authorized Capital as on December 31, 2023, is as follows:

Pre Authorized Share Capital	Amount (in )	Post Authorized Share Capital	Post Amount (in )
4,36,71,00,000 equityshares of 10 each	43,67,10,00,000	Not Applicable*
10,00,00,000 preference shares of 100 each	10,00,00,00,000
Total	53,67,10,00,000

• The authorized share capital of the Transferee Company/ Amalgamating Company post Part IV of the Scheme becoming effective, shall stand transferred to and combined with the authorized share capital of the Amalgamated Company.

Pre & Post scheme Paid-up Share Capital as on December 31, 2023, is as follows:

Category	Pre	Pre	Pre	Pre	Post	Post	Post
	No. of shares		% of Total Shares		No. of shares		% of Total Shares
Promoter	-		-		Not Applicable
Public	1,59,99,84,436		100.00
of which -Government of India	26,14,00,000		16.34
TOTAL	1,59,99,84,436		100.00
IDFC FIRST Bank Limited (“Amalgamated Company”) Pre & Post scheme Authorized Capital as on December 31, 2023, is as follows:
Pre Authorized Share Capital		Amount (in)		Post Authorized Share Capital*		Amount (in)
7,50,00,00,000 equity shares of 10 each		75,00,00,00,000		21,86,71,00,000 equity shares of 10 each		2,18,67,10,00,000
38,00,000 preference shares of 100 each		38,00,00,000		10,38,00,000 preference shares of 100 each		10,38,00,00,000
Total		75,38,00,00,000		Total		2,29,05,10,00,000

iii. IDFC FIRST Bank Limited (“Amalgamated Company”)

• The combined authorized share capital of the Transferor Company and the Transferee Company/ Amalgamating Company (post Part IV of the Scheme becoming effective) shall stand transferred to and combined with the authorized share capital of the Amalgamated Company.

NCLT convened Meeting - Equity Shareholders 49

IDFC FIRST Bank LImITeD

Pre & Post scheme Paid-up Share Capital as on December 31, 2023, is as follows:

(after consolidation of fractional entitlements upon Part IV of the Scheme becoming effective and assuming the continuing shareholding pattern as on December 31, 2023):

Category	Pre	Pre	Post	Post
	No. of shares	% of Total Shares	No. of shares	% of Total Shares
Promoter	2,64,64,38,348	37.45	-	-
Public	4,42,03,78,117	62.55	6,90,03,53,993	100.00
of which - Government of India	26,14,00,000	3.70	66,65,70,000	9.66
TOTAL	7,06,68,16,465	100.00	6,90,03,53,993	100.00

Detailed Shareholding Pattern:

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Category of Shareholders Pre Post
Total % of Total Total % of Total
Shares Shares
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Category of Shareholders	Pre	Pre	Post	Post
	Total	% of Total Shares	Total	% of Total Shares
A. Promoters
(1) Indian
(a) Individual/HUF	-	-	-	-
(b) Central Government	-	-	-	-
(c) State Government(s)	-	-	-	-
(d) Bodies Corp.	-	-	-	-
(e) Banks/FI	-	-	-	-
(f) Any Other	2,64,64,38,348	37.45	-	-
Sub-total (A)(1)	2,64,64,38,348	37.45	-	-
(2) Foreign	-	-	-	-
Sub-total (A)(2)	-	-	-	-
Total Shareholding of Promoters (A)=(A) (1)+(A)(2)	2,64,64,38,348	37.45	-	-
B. Public Shareholding
(1) Institutions	2,44,91,67,096	34.66	3,70,82,84,263	53.74
Sub-total (B)(1)	2,44,91,67,096	34.66	3,70,82,84,263	53.74
(2) Non-Institutions	1,97,12,11,021	27.89	3,19,20,69,730	46.26
Sub-total (B)(2)	1,97,12,11,021	27.89	3,19,20,69,730	46.26
Total Public Shareholding (B)=(B)(1)+(B)(2)	4,42,03,78,117	62.55	6,90,03,53,993	100.00
C. Shares Held by Custodian for GDRs & ADRs	-	-	-	-
Grand Total (A+B+C)	7,06,68,16,465	100.00	6,90,03,53,993	100.00

Note:

• The above calculations have been made notionally taking into account the shareholding patterns of the concerned entities as on December 31, 2023. Actual number of shares may vary depending upon the shareholding pattern of each entity as on the Record Date as per the Scheme, including on account of issue of equity shares pursuant to exercise of stock options by the employees of the Amalgamated Company and/or capital raise in the ordinary course of business.

• Actual number of shares may vary as per the shareholding pattern of the Transferee Company/ Amalgamating Company as on the Record Date as per the Scheme due to treatment of fractional entitlements that may arise to the shareholders of the Transferee Company/ Amalgamating Company basis the Share Exchange Ratio as per the Scheme.

50 Notice

1. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.

2. The following documents will be available for inspection up to the date of the Meeting, by the equity shareholders of the Amalgamated Company through electronic mode or physical mode, basis the request being sent through their registered email id on secretarial@idfcfrstbank.com. The documents will be open for physical inspection by the equity shareholders of the Amalgamated Company at its corporate office/ registered office between 11:00 a.m. to 04:00 p.m. IST on all working days from the date hereof up to the date of the Meeting:

3. (i) Copy of Company Scheme Application No. 2 of 2024 along with annexures, jointly filed by the Companies before NCLT;

4. (ii) Copy of Memorandum and Articles of Association of the Companies;

5. (iii) Copy of annual reports of the Companies, for the financial years ended March 31, 2023, March 31, 2022, and March 31, 2021, respectively;

6. (iv) Copy of Register of Directors’ shareholding of each of the Companies;

7. (v) Copy of Implementation Agreement, dated July 03, 2023, entered into between the Transferee Company/ Amalgamating Company and the Amalgamated Company;

8. (vi) Copy of report of the Audit Committee of the Transferor Company dated July 03, 2023;

9. (vii) Copy of report of the Committee of Independent Directors of the Transferor Company dated July 03, 2023;

10. (viii) Copy of report of the Audit Committee of the Transferee Company/ Amalgamating Company dated July 03, 2023;

11. (ix) Copy of report of the Committee of Independent Directors of the Transferee Company/ Amalgamating Company dated July 03, 2023;

12. (x) Copy of report of the Audit Committee of the Amalgamated Company dated July 03, 2023;

13. (xi) Copy of report of the Committee of Independent Directors of the Amalgamated Company dated July 03, 2023;

14. (xii) Copy of Statutory Auditors’ certificate, dated July 03, 2023 issued by M/s. KKC & Associates, LLP (previously Khimji Kunverji & Co. LLP), Chartered Accountants, Statutory Auditors of the Transferee Company/ Amalgamating Company under Section 133 of the Companies Act;

15. (xiii) Copy of Statutory Auditors’ certificate, dated July 03, 2023, jointly issued by M/s. M S K A & Associates and M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Joint Statutory Auditors of the Amalgamated Company under Section 133 of the Companies Act;

16. (xiv) Copies of no objection certificate issued by the Debenture Trustees of the Amalgamated Company;

17. (xv) Copy of letter dated December 18, 2023, issued by RBI to Amalgamated Company granting its ‘no-objection’ to the Scheme, subject to compliance with terms and conditions specified therein;

18. (xvi) Copy of letter dated December 26, 2023, issued by RBI to Transferor Company and Transferee Company/ Amalgamating Company granting its ‘no-objection’ to the Scheme, subject to compliance with terms and conditions specified therein;

19. (xvii) Copy of letter dated November 10, 2023, issued by PFRDA to the Amalgamated Company whereby PFRDA has granted its approval to the Scheme;

20. (xviii) Copy of letter dated October 17, 2023, issued by CCI granting its approval under Green Channel Route in terms of Section 6(2) of the Competition Act, 2002 read with Regulations 5 and 5A of the Competition Commission of India (Procedure in regard to the transactions of business relating to combinations) Regulations, 2011;

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IDFC FIRST Bank LImITeD

• (xix) Copies of Form No. GNL-1 along with the challan filed by the respective Companies with the concerned Registrar of Companies, evidencing filing of the Scheme; and

• (xx) All other documents displayed on the Bank website at https://www.idfcfrstbank.com/investors/update in terms of the SEBI Circular.

The equity shareholders shall be entitled to obtain the extracts from or for making or obtaining the copies of the documents listed above.

1. This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the CAA Rules. Hard copies of the PARTICULARS as defined in this Notice can be obtained free of charge within 1 (one) working day on a requisition being so made for the same by the equity shareholders of the Amalgamated Company at the corporate office/ registered office of Amalgamated Company.

2. After the Scheme is approved by the equity shareholders (including Public Shareholders) of Amalgamated Company by requisite majority, it will be subject to the approval/ sanction by NCLT or any other statutory or regulatory authorities as may be applicable.

3. The Directors and KMPs, as applicable, of the Transferor Company, the Transferee Company/ Amalgamating Company and Amalgamated Company and their relatives do not have any concern or interest, financially or otherwise, in the Scheme except as directors and shareholders in general.

The Board of Directors, considering the rationale and benefits of the Scheme, recommends the Scheme for approval of the equity shareholders by passing resolution with requisite majority.

Date: March 30, 2024 Place: Mumbai

Sanjeeb Chaudhuri DIN 03594427 Chairperson

Registered office:

KRM Tower, 7[th] Floor, No. 1, Harrington Road, Chetpet, Chennai - 600 031, Tamil Nadu, India.

52 Notice

INFORMATION AT A GLANCE

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Particulars Notes
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Particulars	Notes
Cut-off date to determine those members who are eligible to vote on the resolution.	Friday, May 10, 2024
Remote e-voting start date and time	Sunday, May 12, 2024 at 9.00 a.m. (IST)
Remote e-voting end date and time	Thursday, May 16, 2024 at 5.00 p.m. (IST)
Date on which the resolution is deemed to be passed	Friday, May 17, 2024
Name, address and Contact details of Registrar and Share Transfer Agent.	KFin Technologies Limited Selenium Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana, India Contact person: Ms. Krishna Priya Contact Tel:+91 040-67162222 / 79611000 Website:www.kfntech.com E-mail:einward.ris@kfntech.com
Name, address and contact details of e-voting service provider	National Securities Depository Limited (NSDL) NSDL, 4thFloor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, Maharashtra, India Contact Person: Ms. Pallavi Mhatre Contact Tel:+91 022-48867000 Website:www.evoting.nsdl.com E-mail:evoting@nsdl.com
Name and contact details for clarifcations	Mr. Ankit Singh Assistant Company Secretary IDFC FIRST Bank Limited Corporate Offce: IDFC FIRST Bank Tower (The Square), C-61, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India. Tel:+ 91 22 7132 5500 Website:www.idfcfrstbank.com E-mail:secretarial@idfcfrstbank.com

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Annexure 1

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Annexure 2

Valuation Report

Harsh Chandrakant Ruparelia SSPA & CO., Chartered Accountants Registered Valuer Securities or Financial Assets Registered Valuer Securities or Financial Assets (IBBI Registration No. IBBI/RV/05/2019/11106 (IBBI Registration No. IBBI/RV-E/06/2020/126 and Membership No. ICMAI RVO/S&FA/00054) 1[st] Floor, Arjun , B/702, Jyoti Tower, Plot no. 6A, V. P. Road, Opp. Anand Ashram, Andheri (West), S.V. Road, Kandivali (West), Mumbai- 400058. Mumbai 400 067.

Dated: July 3, 2023

To,

The Audit Committee and the Board of The Audit Committee and the Board of Directors Directors IDFC Limited IDFC FIRST Bank Limited 4[th] Floor, Capitale Tower, KRM Tower, 7[th] Floor, 555 Anna Salai, No.1, Harrington Road, Thiru Vi Ka Kudiyiruppu, Chetpet, Chennai, Teynampet, Tamil Nadu 600 031. Chennai, Tamil Nadu 600 018.

Sub: Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC IDFC with IDFC FIRST Bank IDFC FIRST Bank

Dear Sir / Madam,

We refer to engagement letters dated 26[th] April 2023 of Harsh Chandrakant Ruparelia (hereinafter referred HCR and dated 17[th] March 2023 of SSPA & Co., Chartered Accountants (hereinafter referred to as whereby HCR and SSPA are appointed by IDFC FIRST Bank Limited (hereinafter referred to as IDFC FIRST Bank ) and IDFC Limited IDFC or ) respectively, for recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank on a going concern basis with effect from the Appointed Date (i.e. opening of business hours on the Effective Date , as more particularly provided for in the Scheme of Amalgamation among IDFC Financial Holding Company Limited, IDFC FIRST Bank and IDFC and their respective shareholders under Sections 230 to 232 of the Companies Scheme .

IDFC FIRST Bank and IDFC are hereinafter jointly referred to as s

.

HCR and SSPA

report.

The fair equity share exchange ratio for this report refers to number of equity shares of IDFC FIRST Bank, which would be issued to the equity shareholders of IDFC pursuant to the Proposed Amalgamation.

For the purpose of this report, we have considered the Valuation Date as 30[th] June 2023

.

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NCLT convened Meeting - Equity Shareholders 117

IDFC FIRST Bank LImITeD

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

SCOPE AND PURPOSE OF THIS REPORT

IDFC First Bank Limited, a company incorporated and registered under the Companies Act, 2013, and registered with the Reserve Bank of India as a banking company in terms of the Banking Regulation Act, 1949, having its registered office at KRM Tower, 7[th] Floor, No.1, Harrington Road, Chetpet, Chennai, Tamil Nadu 600 031. IDFC FIRST Bank is the private sector bank and provides wholesale banking, retail banking and several other loan products and credit cards. The equity shares of IDFC FIRST Bank are listed on BSE

IDFC Limited, a public limited company incorporated and registered under the applicable laws in India and is a Non-Banking Finance Company Investment Company (NBFC) regulated by the Reserve Bank of India IDFC Limited mainly holds investment in its wholly owned subsidiary i.e., IDFC Financial Holding -operative financial holding company. IDFC FHCL in turn holds investments in IDFC FIRST Bank Limited. The registered office of the Company is located at 4[th] Floor, Capitale Tower, 555 Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet Chennai 600 018, Tamil Nadu. The equity shares of IDFC are listed on BSE and NSE.

contemplating the Proposed Amalgamation pursuant to the Scheme. The Scheme also provides for the amalgamation of IDFC Financial Holding Company Limited, a wholly-owned subsidiary of IDFC with and into IDFC for which no equity shares shall be issued and the shares held by IDFC in its wholly-owned subsidiary shall be cancelled, as a result of the aforesaid amalgamation.

The aforesaid amalgamation is proposed pursuant to the Scheme under the provisions of Sections 230-232 and the other applicable provisions of the Companies Act, 2013 (including any statutory modifications, reenactment, or amendments thereof) and other capital market laws and other statutory enactments framed in this regard, as may be required to be complied.

In this connection, IDFC FIRST Bank and IDFC have appointed HCR and SSPA respectively, Registered Valuers Securities or Financial Assets, to submit a joint share exchange ratio report for recommending the fair equity share exchange ratio to the Audit Committee / Board of Directors / any other committee formulated by the respective Companies in this regard, for issue of IDFC FIRST Bank equity shares to the equity shareholders of IDFC, as consideration for the Proposed Amalgamation (hereinafter referred to as .

The scope of our services is to conduct a relative (and not absolute) valuation of equity shares of the Valuation Subjects and report a fair equity share exchange ratio for the Proposed Amalgamation in accordance with ICAI Valuation Standards 2018 issued by the Institute of Chartered Accountants of India.

The Valuers have worked independently in their analysis. The Valuers have independently arrived at different values per share of the Valuation Subjects. However, to arrive at the consensus on the fair equity share exchange ratio for the Proposed Amalgamation, appropriate minor adjustments, rounding-off has been done in the values arrived at by the Valuers.

We have been provided with the Audited consolidated financial statements of IDFC FIRST Bank and IDFC for the year ended 31[st] March 2023. We have taken into consideration the current market parameters in our analysis and have made adjustments for additional facts made known to us. The Management has informed us that there are no unusual/abnormal events in the Companies materially impacting their operating/financial performance after 31[st] March 2023 till the Report Date. Further, we have been informed by the respective Company that to the best of their knowledge, material information regarding the business of each of the Valuation Subjects has been disclosed to us.

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118 Annexure to Notice

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

We have relied on the above while arriving at the fair equity share exchange ratio for the Proposed Amalgamation as of the Valuation Date of 30[th] June 2023.

We have been informed that till the Proposed Amalgamation becomes effective, neither Companies would declare any substantial dividends having materially different yields as compared to the past few years.

We have been informed that, in the event that either of the Companies restructure their equity share capital by way of share split / consolidation / issue of bonus shares / merger / demerger / reduction of share capital before the Proposed Amalgamation becomes effective, the issue of shares pursuant to the fair equity share exchange ratio recommended in this Report shall be adjusted accordingly to take into account the effect of any such corporate actions.

This Report is our deliverable for the above engagement.

This Report is subject to the scope, assumptions, qualifications, exclusions, limitations and disclaimers detailed hereinafter. As such, the Report is to be read in totality and not in parts.

SOURCES OF INFORMATION

In connection with this exercise, we have received/obtained the following information about the Valuation Subjects from the Management of the respective Company:

• Annual Reports for the year ended 31[st] March 2022 and earlier years for IDFC FIRST Bank and IDFC;

• Audited consolidated financial statements for the year ended 31[st] March 2023 for IDFC FIRST Bank and IDFC;

• Draft Composite Scheme of Amalgamation;

• Discussions with the Management to obtain requisite explanation and clarification of data provided, to inter-alia understand their perception of historical and expected future performance of the Companies;

• Other relevant information and documents for the purpose of this engagement.

During the discussions with the Management, we have also obtained explanations, information and representations, which we believed were reasonably necessary and relevant for our exercise. Besides the above information and documents, there may be other information provided by the respective Company which may not have been perused by us in any detail, if not considered relevant for the defined scope. The Clients have been provided with the opportunity to review the draft report (excluding the recommended fair equity share exchange ratio) as part of our standard practice to make sure that factual inaccuracy/omissions are avoided in our Report.

IDFC FIRST Bank and IDFC have informed us that ICICI Securities Limited and Axis Capital Limited, respectively have been appointed by them to provide fairness opinion on the fair equity share exchange ratio for the purpose of the Proposed Amalgamation. Further, at the request of IDFC FIRST Bank and IDFC, we have had discussions with the respective fairness opinion providers mentioned above in respect of our respective valuation analysis.

Further, in connection with this exercise, we have also relied upon the market data as to market prices, volumes, comparable and other relevant information of the respective Company and its peers, deemed necessary, as available in the public domain.

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NCLT convened Meeting - Equity Shareholders 119

IDFC FIRST Bank LImITeD

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

PROCEDURES ADOPTED AND VALUATION METHODS FOLLOWED

In connection with this exercise, we have adopted the following procedures to carry out the valuation:

• Requested and received financial and qualitative information;

• Used data available in public domain related to the Companies and its peers;

• Discussions (physical/over call) with the Management to:

• Understand the business and fundamental factors that affect its earning-generating capability including strengths, weaknesses, opportunity and threats analysis and historical financial performance.

• Undertook Industry Analysis:

• Research publicly available market data including economic factors and industry trends that may impact the valuation.

• Analysis of key trends and valuation multiples of comparable companies/comparable transactions using: Proprietary databases subscribed by us or our network firms.

• Obtained and analysed market prices, volume data and other relevant information for IDFC FIRST Bank and IDFC;

• Obtained and analysed data of peers available in public domain, as deemed relevant by us for the purpose of the present exercise;

• Selection of internationally/ well accepted valuation methodology/(ies), as considered appropriate by us; Arriving at relative valuation of Valuation Subjects in order to determine the fair equity share exchange ratio for the Proposed Amalgamation.

SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

This Report is subject to the limitations detailed in respective engagement letters. As such, the Report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein and in the context of the purpose for which it is made.

This Report, its contents and the results herein are specific to (i) the purpose of valuation agreed as per the terms of our engagement; (ii) the Report Date ; (iii) Audited consolidated financial statements of IDFC FIRST Bank and IDFC for the year ended 31[st] March 2023 and (iv) other information obtained by us from time to time. We have been informed that the business activities of the Valuation Subjects have been carried out in the normal and ordinary course between 31[st] March 2023 and the Report Date and that no material changes have occurred in their respective operations and financial position between 31[st] March 2023 and the Report Date.

Valuation analysis and results are specific to the purpose of valuation and as per the agreed terms of the respective engagements. It may not be valid for any other purpose or as of any other date. Also, it may not be valid if done on behalf of any other entity.

A valuation of this nature is necessarily based on the prevailing stock market, financial, economic and other conditions in general and industry trends in particular as in effect on and the information made available to us as of, the date hereof. This Report is issued on the understanding that the Management has drawn our attention to all the matters, which they are aware of concerning the financial position of the Companies and any other matter, which may have an impact on our opinion, on the fair equity share exchange ratio for the Proposed Amalgamation. Events occurring after the date hereof may affect this Report and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this Report.

The recommendation rendered in this Report only represent our recommendation based upon information furnished by the Companies and gathered from public domain (and analysis thereon) and the said

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Page 4 of 18

120 Annexure to Notice

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

recommendation shall be considered to be in the nature of non-binding advice. Our recommendation should not be used for advising anybody to take buy or sell decision, for which specific opinion needs to be taken from expert advisors.

The decision to carry out the transaction (including consideration thereof) lies entirely with the Management / Board of Directors of the respective Company and the work and the finding shall not constitute recommendation as to whether or not the Management / the Board of Directors of the Company should carry out the transaction.

In the course of the valuation, we were provided with both written and verbal information, including market, financial and operating data. In accordance with the terms of our respective engagements, we have carried out relevant analysis and evaluations through discussions, calculations and such other means, as may be applicable and available, we have assumed and relied upon, without independently verifying (i) the accuracy of the information that was publicly available, sourced from subscribed databases and formed a substantial basis for this Report and (ii) the accuracy of information made available to us by the Companies. While information obtained from the public domain or external sources have not been verified for authenticity, accuracy or completeness, we have obtained information, as far as possible, from sources generally considered to be reliable. We assume no responsibility for such information. Our valuation does not constitute an audit or review in accordance with the auditing standards applicable in India, accounting / financial / commercial / legal / tax / environmental due diligence or forensic / investigation services and does not include verification or validation work. In accordance with the terms of our engagement / appointment letters and in accordance with the customary approach adopted in valuation exercises, we have not audited, reviewed, certified, carried out a due diligence, or otherwise investigated the historical financials / financial information or individual assets or liabilities, provided to us regarding the Companies / subsidiary / associates / joint ventures / investee companies. Accordingly, we do not express an opinion or offer any form of assurance regarding the truth and fairness of the financial position as indicated in such historical financials / financial statements. Also, with respect to explanations and information sought from the Companies, we have been given to understand by the Companies that they have not omitted any relevant and material factors and that they have checked the relevance or materiality of any specific information to the present exercise with us in case of any doubt. Our conclusion is based on the assumptions and information given by / on behalf of the Companies. The Management has indicated to us that they have understood that any omissions, inaccuracies or misstatements may materially affect our valuation analysis / results.

The Report assumes that the Companies comply fully with relevant laws and regulations applicable in all its areas of operations unless otherwise stated, and that the Companies will be managed in a competent and responsible manner. This Report has given no consideration to matters of a legal nature, including issues of legal title and compliance with local laws, and litigation and other contingent liabilities that are not disclosed in the audited / unaudited balance sheets of the Companies / subsidiary / associates / joint ventures / investee companies, if any. No investigation of (or their investee companies) claim to title of assets has been made for the purpose of this Report and (or their investee companies) claim to such rights has been assumed to be valid. No consideration has been given to liens or encumbrances against the assets, beyond the loans disclosed in the accounts. Therefore, no responsibility is assumed for matters of a legal nature. Our conclusion of value assumes that the assets and liabilities of the Valuation Subjects, reflected in their respective latest balance sheets remain intact as of the Report Date.

This Report has been prepared for the purposes stated herein and should not be relied upon for any other purpose. Clients of the respective valuer for this Report are the only authorized user of this report and is restricted for the purpose indicated in the engagement letter. This restriction does not preclude the Clients from providing a copy of the report to third-party advisors whose review would be consistent with the intended use. We do not take any responsibility for the unauthorized use of this report. In no event shall we be liable for any loss, damages, cost or expenses arising in any way from fraudulent acts, misrepresentations or willful default on part of the Clients or Companies, their directors, employees or agents. The Report should

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Page 5 of 18

NCLT convened Meeting - Equity Shareholders 121

IDFC FIRST Bank LImITeD

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

not be copied or reproduced without obtaining our prior written approval for any purpose other than the purpose for which it is prepared.

We accept no responsibility or any direct or indirect liability towards any third party including but not limited to any person, who may have been provided a copy of this Report for intended use in connection with the Scheme and hence, no party other than the Clients shall have any recourse to us in relation to this engagement. In no event, we shall be liable for any loss, damage, cost or expense arising in any way from any acts carried out by the Companies referred herein or any person connected thereto.

We have not carried out any physical verification of the assets and liabilities of the Valuation Subjects and take no responsibility for the identification of such assets and liabilities.

This Report does not look into the business/commercial reasons behind the Proposed Amalgamation nor the likely benefits arising out of it. Similarly, it does not address the relative merits of the Proposed Amalgamation as compared with any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available.

The valuation analysis and results thereof for recommendation under this Report are governed by concept of materiality.

The fee for the engagement is not contingent upon the results reported.

We will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by any other to the Companies. In no event shall we be liable for any loss, damages, cost or expenses arising in any way from fraudulent acts, misrepresentations or willful default on part of the Companies, their directors, employees or agents.

It is understood that this analysis does not represent a fairness opinion. This report is not a substitute for the independent advice that the third party should undertake for their purpose.

This Report is subject to the laws of India.

Neither the Report nor its contents may be referred to or quoted in any registration statement, prospectus, offering memorandum, annual report, loan agreement or other agreement or document given to third parties, other than in connection with the proposed Scheme including disclosure to any authority as may be required, without our prior written consent. In addition, this Report does not in any manner address the prices at which equity shares of the Companies will trade following announcement of the Proposed Amalgamation and we express no opinion or recommendation as to how the shareholders of either Company should vote at any shareholders' meeting(s) to be held in connection with the Proposed Amalgamation.

Though the Valuers are issuing a joint report, HCR will owe the responsibility only to the Board of Directors of IDFC FIRST Bank and SSPA will owe the responsibility to only the Board of Directors of IDFC who have been appointed under the terms of their respective engagement letters.

Disclosure of RV Interest or Conflict, if any and other affirmative statements

We do not have any financial interest in the Clients, nor do we have any conflict of interest in carrying out this valuation, as of the date of the engagement letter till the Report Date. We further state that we are not related to the Company or their promoters, if any or their director or their relatives.

Further, the information provided by the Management have been appropriately reviewed in carrying out the valuation.

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122 Annexure to Notice

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

SHAREHOLDING PATTERN

IDFC FIRST Bank

The shareholding pattern as on 30[th] June 2023 is as follows:

Shareholding Pattern as on 30th June 2023	No. of Shares	% Shareholding*
Promoter & Group Public	264,64,38,348 398,17,45,966	39.93% 60.07%
Grand Total	662,81,84,314	100.00%

IDFC

The shareholding pattern as on 30[th] June 2023 is as follows:

Shareholding Patternas on 30th June 2023	No. of Shares	% Shareholding
Public	159,99,84,436	100.00%
Grand Total	159,99,84,436	100.00%

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Page 7 of 18

NCLT convened Meeting - Equity Shareholders 123

IDFC FIRST Bank LImITeD

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

APPROACH FOR RECOMMENDATION OF FAIR EQUITY SHARE EXCHANGE RATIO

The Proposed Amalgamation contemplates the amalgamation of IDFC with IDFC FIRST Bank. Arriving at the fair equity share exchange ratio for the Proposed Amalgamation of IDFC with IDFC FIRST Bank would require determining the relative value of equity shares of IDFC FIRST Bank and that of IDFC. These values are to be determined independently, but on a relative basis for the Valuation Subjects, without considering the effect of the Proposed Amalgamation.

Our choice of methodology of valuation has been arrived at using usual and conventional methodologies adopted for Amalgamation and our reasonable judgment, in an independent and bona fide manner.

The Valuation Approach adopted by HCR and SSPA is given in Annexure 1A and 1B respectively (Annexure 1A and 1B together referred to as Annexures).

BASIS OF FAIR EQUITY SHARE EXCHANGE RATIO

The fair basis of the Proposed Amalgamation would have to be determined after taking into consideration all the factors, approaches and methods considered appropriate by us. Though different values have been arrived at under each of the above approaches/ methods, as mentioned in the Annexures, for the purposes of recommending the Fair Equity Share Exchange Ratio it is necessary to arrive at a single value for the shares of the companies involved in an amalgamation such as the Proposed Amalgamation. It is however important to note that in doing so, we are not attempting to arrive at the absolute values of the shares of the Companies but at their relative values to facilitate the determination of a Fair Equity Share Exchange Ratio. For this purpose, it is necessary to give appropriate weights to the values arrived at under each approach/ method.

The Fair Equity Share Exchange Ratio has been arrived at on the basis of a relative equity valuation of IDFC FIRST Bank and IDFC Limited based on the various approaches/ methods explained in the Annexures and various qualitative factors relevant to each company and the business dynamics and growth potentials of the businesses of these companies, having regard to information base, key underlying assumptions and limitations.

While we have provided our recommendation of the Fair Equity Share Exchange Ratio based on the information available to us and within the scope and constraints of our engagement, others may have a different opinion as to the Fair Equity Share Exchange Ratio. The final responsibility for the determination of the exchange ratio at which the Proposed Amalgamation shall take place will be with the Board of Directors of the respective Companies, who should take into account other factors such as their own assessment of the Proposed Amalgamation and input of other advisors.

We have independently applied approaches / methods discussed in the Annexures, as considered appropriate, and arrived at the relative value per share of the Companies for determination of Fair Share Exchange Ratio for the Proposed Amalgamation. To arrive at the consensus on the fair equity share exchange ratio for the Proposed Amalgamation, suitable minor adjustments / rounding off have been done.

In the light of the above, and on a consideration of all the relevant factors and circumstances as discussed and outlined hereinabove, we recommend the following fair equity share exchange ratio for the Proposed Amalgamation of IDFC with IDFC FIRST Bank:

155 (One Hundred Fifty-Five) equity shares of IDFC FIRST Bank of INR 10/- each, fully paid-up for every 100 (One Hundred) equity shares of IDFC of INR 10/- each, fully paid-up.

It should be noted that we have not examined any other matter including economic rationale for the Proposed Amalgamation per se or accounting, legal or tax matters involved in the Proposed Amalgamation.

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Page 8 of 18

124 Annexure to Notice

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

Respectfully submitted, Respectfully submitted, HARSH CHANDRAKANT RUPARELIA SSPA & Co., Chartered Accountants Registered Valuer Securities or Financial Assets Registered Valuer Securities or Financial Assets IBBI Registration No. IBBI/RV/05/2019/11106 (IBBI Registration No. IBBI/RV-E/06/2020/126 Membership No. ICMAI RVO/S&FA/00054 Sujal Shah, Partner ICAI Membership No. 045816 HARSH C. RUPARELIA Registered Valuer No. IBBI/RV/06/2018/10140 ICAI Membership No. 160171 UDIN: 23045816BGTDXP7785 UDIN: 23160171BGQOBB4858 Place: Mumbai Place: Amsterdam Date: 3[rd] July 2023 Date: 3[rd] July 2023

Page 9 of 18

NCLT convened Meeting - Equity Shareholders 125

IDFC FIRST Bank LImITeD

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

Annexure 1A - Approach to Valuation HCR.

purpose for which it is intended to be used. The valuation of equity shares of any Company would need to be based on a fair value concept. The purpose of fair value is to enable valuer to exercise his discretion and judgement in light of all circumstances, in order to arrive at a value, which is fair to all parties. It is universally recognized that valuation is not an exact science and that estimating values necessarily involves selecting a method or approach that is suitable for the purpose. The application of any particular method of valuation depends upon various factors including nature of its business, overall objective of the transaction and the purpose of valuation.

It may be noted that the Institute of Chartered Accountants of India (ICAI) on 10[th] June 2018 has issued the 1[st] July 2018. IVS are mandatory for a valuation done under the Companies Act, 2013, and recommendatory for valuation carried out under other statutes/ requirements. I have given due consideration to IVS in carrying out the valuation exercise.

IVS 301 on Business Valuations deals with valuation of a business or business ownership interest (i.e., it includes valuation of equity shares).

For the purpose of valuation of business/business ownership interest, generally the following approaches are adopted:

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The present valuation exercise of the respective Company is undertaken on a going concern basis, i.e., proceeding on the basis that there is no intention of disposing off its material operating assets. I have briefly summarized each of approaches in the following paragraphs:

Assets (Assets Less Liabilities) of the Company. The said approach is considered taking into account fair value of assets and liabilities, to the extent possible, the respective asset would fetch or liability is payable as on the Valuation Date. The following adjustments be made to arrive at the Fair Value per Share as per the

• The Fair Value of Quoted Shares held by the Company, if any, be considered at Market Value of such shares;

• The Fair Value of Unquoted Shares held by the Company, if any, in other entities be arrived at as per suitable approach to that entity to arrive at Fair Value of Investments held by the Company;

• The Fair Value of Immovable properties, if any, held by the Company be considered at Market Value / Ready Reckoner Value as on the Valuation Date, as made available by the management of the Company;

• Adjustments may be made to book value of any other assets for their recoverability on conservative basis after taking into account the management representations and their estimate of the recoverability of the same;

• Liabilities of the company be considered at their respective Book Values or their payable amounts as on the Valuation Date; and

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Page 10 of 18

126 Annexure to Notice

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

• Potential Contingent Liability, if any, be considered based on the discussions with the management and their reasonable estimate of the outflow on account of the same.

Alternatively, the value may be determined considering the book value of the net assets (Assets Less Liabilities) of the Company and/or replacement cost basis, to the extent possible.

When conducting any valuation exercise, there are generally two different types of companies:

• an operating company, which is in business primarily to derive profits through the offering of some product or service, or

• a holding company, which is usually established to derive profits primarily through the holding of assets for investment purposes.

In certain situations where an operating company is asset-intensive or has operating income that is consistently less than the value of the assets that it holds, we evaluate the company based more on the value of its assets than on the value of its operating income. A holding company typically does not have ongoing operations other than the retention and management of assets in anticipation of future sale or trade. These assets often consist of cash, marketable securities, equipment, and real estate. The valuation of these companies usually relies significantly upon the asset approach, which estimates business value based upon the market value of the underlying assets rather than upon the income producing capacity of the company or the market values of similarly situated and comparable companies. The prevalent appraisal methods under the asset approach involves determining net asset value, which can be represented as the market value of company assets net of liabilities.

I have not considered it appropriate to value IDFC FIRST Bank the present valuation is proposed to be carried out on a going concern basis for the purpose of Amalgamation and actual realization of operating and/or non-operating assets is not contemplated pursuant to the Scheme. Further, assets of the Company may not truly reflect the earning potential, nor asset base dominate earning capacity of the Company. For the present valuation exercise, other methodologies may hold more relevance for the stated purpose of valuation.

As stated above IDFC operates as an NBFC Investment Company mainly holding investment in IDFC Financial Holding Company Limited which is a non-operative financial holding company. IDFC FHCL in turn holds investments in IDFC FIRST Bank. IDFC does not have any operation and primarily derives its value through its investment held in equity shares of IDFC FIRST Bank. Hence, for the valuation of equity

Income Approach:

(DCF) Method FCFF approach or FCFE approach or such other approaches based on future maintainable profits (free cash flows of business) or single income stream (e.g., rent, interest, dividend, etc.).

DCF Method FCFF Approach (for instance)

Under the DCF method, the projected free cash flows from business operations after considering fund requirements for projected capital expenditure, incremental working capital and other adjustments are discounted at the Weight Average Cost of Capital (WACC). The sum of the discounted value of such free cash flows and discounted value of perpetuity is the value of the business.

Using the DCF method involves determining the following: Estimating the future free cash flows:

Future Free cash flows are the cash flows expected to be generated by the entity that are available to the Debt. The free cash flows under the FCFF method are determined

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Page 11 of 18

NCLT convened Meeting - Equity Shareholders 127

IDFC FIRST Bank LImITeD

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

by adjusting the Profit after tax for Depreciation and other Non-Cash Items, Interest, Incremental working capital requirements and capital expenditure.

Time Frame of such cash flows:

The time frame for free cash flows is determined by separating the value of the business in the explicit projection period and the post explicit projection period.

Appropriate Discount rate (WACC):

Under DCF-FCFF Method, the time value of money is recognized by applying a discount rate viz. WACC to the future free cash flows to arrive at their present value as on the date of valuation. WACC is considered as the most appropriate discount rate in the DCF Method, since it reflects both the business and the financial equity capital and debt. Normally, in stable growth companies, the cost of equity is determined by using

Value for Equity Shareholders:

The Value of Business so arrived considering the Net Present Value of the explicit period and terminal or perpetuity value is adjusted for net of cash & cash equivalents, loan funds and surplus assets viz. Deposits, Investments, etc. as on the valuation date to arrive at the value for equity shareholders as on the Valuation Date.

Having regard to the businesses in which the Companies operate, projecting financials of the Companies on a reliable basis, to afford a relative comparison, is difficult and involves considerable subjectivity and hence such projections have not been made available for the present exercise. Hence, we have not considered the Income Approach.

Market Approach:

Market Price Method:

The market price of an equity share is the barometer of the true value of the Company in case of listed companies. The market value of shares of the company quoted on a recognized stock exchange, where n about the true worth of the listed companies. The valuation is based on the principles that market valuations arising out of regular trading captures all the factors relevant to the Company with an underlying assumption that markets are perfect, where transactions are being undertaken between informed buyers and informed sellers on the floor of the recognized stock exchange.

However, as the stock markets and stock prices are subject to volatility, and as the equity shares of IDFC FIRST Bank and IDFC has been frequently traded as per the definition provided applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and considering the Proposed Amalgamation, in my opinion, it is thought appropriate to arrive at the Fair Market Price of IDFC and IDFC FIRST Bank based on volume weighted average price on NSE over an appropriate period.

Under the CCM method, the value of the equity share of a company is determined based on publicly available information of the market valuations of the comparable companies on the basis of multiples derived from such market information. This method is applied on the premise that markets are perfect and have captured all the information and factors, which are reflected through their market valuations.

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Page 12 of 18

128 Annexure to Notice

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

I have considered it appropriate to compute equity value of IDFC FIRST Bank through Comparable Companies Multiples Method based on asset base after providing for appropriate adjustments, as may be considered necessary and relevant for the present valuation exercise.

I have not considered it appropriate to value IDFC as per Comparable Companies Multiples method since it derives value pre-dominantly from the assets it holds, i.e., Equity Shares held in IDFC FIRST Bank and other investment assets held by it. valuation exercise.

Comparable Transaction Multiple

Method

Under the CTM Method, the value of the equity share of a company is determined considering the past transaction of similar companies or itself as well as the market value of comparable companies that have an equivalent business model to the company being valued.

I have not considered it appropriate to compute equity value of IDFC FIRST Bank and IDFC and/or their subsidiaries / joint ventures / associates taking into account transaction multiples in view of the nature of transaction, deal structure and other arrangements under the Scheme, which may not be comparable in terms of various other qualitative factors to the Comparable Transactions available in the Public Domain.

The equity value so arrived at under any of the approaches, as may be appropriate for the present valuation exercise is divided by the outstanding number of equity shares (on fully diluted basis) to arrive at the value per equity share of IDFC FIRST Bank and IDFC. The computation of fair equity share exchange ratio for amalgamation of IDFC with IDFC FIRST Bank by HCR is tabulated herein below:

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Valuation Approach
IDFC FIRST Bank (A) IDFC (B)
Value per
Value per
Share of
Share of
IDFC Weight Weight
IDFC
FIRST
(INR)
Bank (INR)
Asset Approach - Net Asset Value Method 38.9 0%# 126.8 50%
Market Approach Market Price Method (i) 77.9 50% 102.8 50%
Market Approach Comparable Companies 70.2 50% NA^ NA
Multiple Method (ii)
Income Approach NA NA NA NA
Relative Value per Share (Rounded) 74.1 114.8
(Weighted Average of (i) and (ii))
Fair Equity Share Exchange Ratio (B:A) 1.55: 1
(Rounded)
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NA stands for Not Applicable / Not Adopted

# IDFC First Bank, is an operating company and operates as a bank, while the value of the equity shares of IDFC FIRST Bank is calculated under the Asset Approach, it is considered appropriate not to give any weightage to the same in arriving at the Fair Equity Share Exchange Ratio.

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NCLT convened Meeting - Equity Shareholders 129

IDFC FIRST Bank LImITeD

SSPA & CO.

Harsh Chandrakant Ruparelia

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

^ IDFC Limited does not have any operations and primarily derives its value through its investment held in equity shares of IDFC FIRST Bank, the Comparable Companies Multiples method under the Market Approach has not been considered to arrive at the relative fair value of shares of IDFC Limited.

* Having regard to the businesses in which the Companies operate, projecting financials of the Companies on a reliable basis, to afford a relative comparison, is difficult and involves considerable subjectivity and hence such projections have not been made available for the present exercise. Hence, we have not considered the Income Approach.

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Page 14 of 18

130 Annexure to Notice

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

Annexure 1B- Approach to Valuation - SSPA

The Scheme contemplates the Proposed Amalgamation under Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and rules issued thereunder to the extent applicable.

Arriving at the Fair Equity Share Exchange Ratio for the purposes of an amalgamation such as the Proposed Amalgamation, would require determining the relative values of each company involved and of their shares. These values are to be determined independently but on a relative basis, and without considering the effect of the amalgamation.

The three main valuation approaches are the market approach, income approach and asset approach. There are several commonly used and accepted methods within the market approach, income approach and asset approach, for determining the relative fair value of equity shares of a company, which can be considered in the present valuation exercise, to the extent relevant and applicable, to arrive at the Fair Equity Share Exchange Ratio for the purpose of the Proposed Amalgamation, such as:

1. Asset / Cost Approach - Net Asset Value (NAV) Method

2. Income Approach

3. Discounted Cash Flow (DCF) Method

4. Earnings Capitalisation Value (ECV) Method

5. Market Approach

6. Market Price Method

7. Comparable Companies Multiples (CCM) Method

It should be understood that the valuation of any company or its assets is inherently subjective and is subject to uncertainties and contingencies, all of which are difficult to predict and are beyond our control. In performing our analysis, we made assumptions with respect to industry performance and general business and economic conditions, many of which are beyond the control of the companies. In addition, this valuation will fluctuate with changes in prevailing market conditions, the conditions and prospects, financial and otherwise, of the companies/ businesses, and other factors which generally influence the valuation of companies and their assets.

The application of any particular method of valuation depends on the purpose for which the valuation is done. Although different values may exist for different purposes, it cannot be too strongly emphasized that a valuer can only arrive at one value for one purpose. Our choice of method of valuation has been arrived at using usual and conventional methods adopted for transactions of a similar nature and our reasonable judgment, in an independent and bona fide manner based on our previous experience of assignments of a similar nature.

Asset Approach - Net Asset Value Method

Under the asset approach, the net asset value method is considered, which is based on the underlying net assets and liabilities of the company, taking into account operating assets and liabilities on a book value basis and appropriate adjustments for, interalia, value of surplus/ non-operating assets.

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NCLT convened Meeting - Equity Shareholders 131

IDFC FIRST Bank LImITeD

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

IDFC Limited operates as an NBFC Investment Company mainly holding investment in IDFC Financial Holding Company Limited which is a non-operative financial holding company. IDFC FHCL in turn holds investments in IDFC FIRST Bank Limited. IDFC Limited does not have any operation and primarily derives its value through its investment held in equity shares of IDFC FIRST Bank. Hence for the valuation of equity shares of IDFC Limited, we have considered the Asset Approach wherein we have considered the fair value of its investment in IDFC FIRST Bank Limited and considered it appropriate to give weightage to the value of the equity shares of IDFC Limited under the Asset Approach in arriving at the Fair Share Exchange Ratio.

Further, since IDFC First Bank, is an operating company and operates as a bank, while we have calculated the value of the equity shares of IDFC FIRST Bank under the Asset Approach, we have considered it appropriate not to give any weightage to the same in arriving at the Fair Equity Share Exchange Ratio.

Income Approach: Income approach is a valuation approach that converts maintainable or future amounts (e.g., cash flows or income and expenses) to a single current (i.e., discounted or capitalised) amount. The value measurement is determined on the basis of the value indicated by current market expectations about those future amounts.

• Discounted Cash Flow (DCF) Method: Under this method, either:

• the projected free cash flows from business operations available to all providers of capital are discounted at the weighted average cost of capital to such capital providers, on a market participant basis, and the sum of such discounted free cash flows is the value of the business from which value of debt and other capital is deducted, and other relevant adjustments made to arrive at the value of the equity Free Cash Flows to Firm (FCFF) technique; This discount rate, which is applied to the free cash flows, should reflect the opportunity cost to all the capital providers (namely shareholders and creditors), weighted by their relative contribution to the total capital of the company. The opportunity cost to the capital provider equals the rate of return the capital provider expects to earn on other investments of equivalent risk; or

• the projected free cash flows from business operations available to equity shareholders (after deducting cash flows attributable to the debt and other capital providers) are discounted at the cost of equity, on a market participant basis, and the sum of such discounted free cash flows, after making other relevant adjustments, is the value of the equity - Free Cash Flows to Equity (FCFE) technique. This discount rate, which is applied to the free cash flows, should reflect the opportunity cost to the equity capital providers. The opportunity cost to the equity capital provider equals the rate of return such equity capital provider expects to earn on other investments of equivalent risk.

• Earnings Capitalisation Value (ECV) Method: This method involves determination of the maintainable earnings level of the company from its operations, based on past and/ or projected working results. These earnings are then capitalized at a rate, which in the opinion of the valuer combines an adequate expectation of reward from the enterprise risk, to arrive at the value of the company.

Having regard to the businesses in which the Companies operate, projecting financials of the Companies on a reliable basis, to afford a relative comparison, is difficult and involves considerable subjectivity and hence such projections have not been made available for the present exercise. Hence, we have not considered the Income Approach.

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132 Annexure to Notice

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

Market Approach: Market approach is a valuation approach that uses prices and other relevant information generated by market transactions involving identical or comparable (i.e., similar) assets, liabilities or a group of assets and liabilities, such as a business.

• Market Price Method (MP): Under this method, the value of shares of a company is determined by taking the average of the market capitalisation of the equity shares of such company as quoted on a recognized stock exchange over reasonable periods of time where such quotations are arising from the shares being regularly and freely traded in an active market, subject to the element of speculative support that may be inbuilt in the market price. But there could be situations where the value of the share as quoted on the stock market would not be regarded as a proper index of the fair value of the share, especially where the market values are fluctuating in a volatile capital market. Further, in the case of an amalgamation, where there is a question of evaluating the shares of one company against those of another, the volume of transactions and the number of shares available for trading on the stock exchange over a reasonable period would have to be of a comparable standard. This method would also cover any other transactions in the shares of the company including primary/ preferential issues/ open offer in the shares of the company available in the public domain.

• Comparable Companies Multiples (CCM) Method: Under this method, one attempts to measure the value of the shares/ business of company by applying the derived market multiple based on market quotations of comparable public/ listed companies, in an active market, possessing attributes similar to the business of such company - to the relevant financial parameter of the company/ business (based on past and/ or projected working results) after making adjustments to the derived multiples on account of dissimilarities with the comparable companies and the strengths, weaknesses and other factors peculiar to the company being valued. These valuations are based on the principle that such market valuations, taking place between informed buyers and informed sellers, incorporate all factors relevant to valuation. Relevant multiples need to be chosen carefully and adjusted for differences between the circumstances.

In the present case, the equity shares of both the Companies, IDFC FIRST Bank and IDFC Limited, are listed on BSE and NSE and are frequently traded. Hence, we have applied the Market Price Method under the Market Approach considering the share prices of IDFC and IDFC FIRST Bank on NSE over an appropriate period to arrive at the relative fair value of the shares for the purpose of arriving at the Fair Equity Share Exchange Ratio.

Considering the availability of comparable listed peer set in the business carried out by IDFC FIRST Bank, we have also applied the Comparable Companies Multiples method under the Market Approach to arrive at the relative fair value of the shares of IDFC FIRST Bank.

Considering that IDFC Limited does not have any operations and primarily derives its value through its investment held in equity shares of IDFC FIRST Bank, the Comparable Companies Multiples method under the Market Approach has not been considered to arrive at the fair value of shares of IDFC Limited for the purpose of arriving at the Fair Equity Share Exchange Ratio.

As mentioned above, we have considered a combination of Market Price Method and Comparable Companies Multiples Method under Market Approach for arriving at relative value per equity share of IDFC FIRST Bank and Net Asset Value Method under Asset Approach and Market Price Method under Market Approach for arriving at the relative value per equity share of IDFC. We have arrived at the relative fair value of equity shares of IDFC FIRST Bank by applying equal weights to the value arrived at under Market Price Method

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IDFC FIRST Bank LImITeD

Harsh Chandrakant Ruparelia

SSPA & CO.

Recommendation of fair equity share exchange ratio for the proposed amalgamation of IDFC with IDFC FIRST Bank

and Comparable Companies Multiples Method and of IDFC by applying equal weights to the value arrived at under Net Asset Value Method and Market Price Method.

The computation of fair equity share exchange ratio for amalgamation of IDFC with IDFC FIRST Bank by SSPA is tabulated below:

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Valuation Approach IDFC (B)
IDFC FIRST Bank (A)
Value per Value per
Share of Share of
Weight Weight
IDFC FIRST IDFC
Bank (INR) (INR)
Asset Approach - Net Asset Value Method 39.1 0%# 127.5 50%
Market Approach Market Price Method 77.9 50% 102.8 50%
Market Approach Comparable Companies 70.7 50% NA^ NA
Multiple Method
NA NA NA NA
Income Approach
Relative Value per Share (Weighted Average 74.3 115.2
of (i) and (ii)
Fair Equity Share Exchange Ratio (B:A) 1.55 : 1
(Rounded)
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NA stands for Not Appliable

# IDFC First Bank, is an operating company and operates as a bank, while we have calculated the value of the equity shares of IDFC FIRST Bank under the Asset Approach, we have considered it appropriate not to give any weightage to the same in arriving at the Fair Equity Share Exchange Ratio.

^ IDFC Limited does not have any operations and primarily derives its value through its investment held in equity shares of IDFC FIRST Bank, the Comparable Companies Multiples method under the Market Approach has not been considered to arrive at the relative fair value of shares of IDFC Limited.

* Having regard to the businesses in which the Companies operate, projecting financials of the Companies on a reliable basis, to afford a relative comparison, is difficult and involves considerable subjectivity and hence such projections have not been made available for the present exercise. Hence, we have not considered the Income Approach.

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134 Annexure to Notice

Annexure 3

SUMMARY OF THE JOINT VALUATION REPORT 1 ALONG WITH BASIS OF VALUATION

1. IDFC Limited engaged SSPA & CO., Registered Valuer having IBBI Registration No. IBBI/RV-E/06/2020/126 and IDFC FIRST Bank Limited (“ IDFC FIRST Bank ”) engaged Mr. Harsh Chandrakant Ruparelia, Registered Valuer having IBBI Registration No. IBBI/RV/05/2019/11106 (collectively referred as “ Joint Valuers 1 ”), for jointly undertaking and advising the fair valuation for the proposed amalgamation of IDFC Limited into and with IDFC FIRST Bank.

2. A joint equity share exchange ratio report dated July 3, 2023 (“ Valuation Report 1 ”), was issued by the Joint Valuers 1, inter-alia , recommending the fair equity share exchange ratio for the proposed amalgamation of IDFC Limited into and with IDFC FIRST Bank, as stipulated in the composite scheme of amalgamation (“ Scheme ”) for amalgamation of (i) IDFC Financial Holding Company Limited into and with IDFC Limited; and (ii) IDFC Limited into and with IDFC FIRST Bank.

3. The summary as submitted by the Joint Valuers 1 of the Valuation Report 1 is as under:

The fair equity share exchange ratio has been arrived at on the basis of a relative valuation of the equity shares of the IDFC Limited and IDFC FIRST Bank (hereinafter jointly referred as “ Companies ” and individually referred to as “ Company ”) based on the methodologies explained in the Valuation Report 1 and various qualitative factors relevant to each Company. As stated in the Valuation Report 1, the Joint Valuers 1 have applied Net Asset Value Method, Market Price Method and the Comparable Companies Multiple Method, as appropriate and explained thereof, for the respective companies by assigning appropriate weights to the values arrived under each approach, to arrive at the fair equity share exchange ratio of 155 (One Hundred Fifty-Five) equity shares of IDFC FIRST Bank of ₹ 10/- each, fully paid-up for every 100 (One Hundred) equity shares of IDFC Limited of ₹ 10/- each, fully paid-up (“ Share Exchange Ratio ”).

1. IDFC Limited appointed Axis Capital Limited (SEBI Registration No. INZ000189931) and IDFC FIRST Bank appointed ICICI Securities Limited (SEBI Registration No. INZ000183631), both SEBI registered merchant bankers, to provide their respective independent opinions to the board of directors of the respective companies on the fairness of the Share Exchange Ratio arrived at by the Joint Valuers 1.

2. Axis Capital Limited and ICICI Securities Limited, submitted their respective fairness opinions vide their reports dated July 3, 2023, certifying that the share exchange ratio provided in the Valuation Report is fair to the shareholders of the Companies.

3. The Valuation Report 1 issued by the Joint Valuers 1 and the fairness opinion provided by Axis Capital Limited was approved by the board of directors of IDFC Limited at its meeting held on July 3, 2023.

4. The Valuation Report 1 issued by the Joint Valuers 1 and the fairness opinion provided by ICICI Securities Limited was approved by the board of directors of IDFC FIRST Bank at its meeting held on July 3, 2023.

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Annexure 4

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Annexure 5

SUMMARY OF THE JOINT VALUATION REPORT 2 ALONG WITH BASIS OF VALUATION

1. IDFC Limited engaged SSPA & CO., Chartered Accountants and IDFC FIRST Bank Limited (“ IDFC FIRST Bank ”) engaged Deloitte Touche Tohmatsu India LLP (collectively referred as “ Joint Valuers 2 ”), for jointly undertaking and advising the fair valuation for the proposed amalgamation of IDFC Limited into and with IDFC FIRST Bank.

2. A joint equity share exchange ratio report dated July 3, 2023 (“ Valuation Report 2 ”), was issued by the Joint Valuers 2, inter-alia , recommending the fair equity share exchange ratio for the proposed amalgamation of IDFC Limited into and with IDFC FIRST Bank, as stipulated in the composite scheme of amalgamation (“ Scheme ”) for amalgamation of (i) IDFC Financial Holding Company Limited into and with IDFC Limited; and (ii) IDFC Limited into and with IDFC FIRST Bank.

3. The summary as submitted by the Joint Valuers 2 of the Valuation Report 2 is as under:

The fair equity share exchange ratio has been arrived at on the basis of a relative valuation of the equity shares of the IDFC Limited and IDFC FIRST Bank (hereinafter jointly referred as “ Companies ” and individually referred to as “ Company ”) based on the methodologies explained in the Valuation Report 2 and various qualitative factors relevant to each Company. As stated in the Valuation Report 2, the Joint Valuers 2 have applied Net Asset Value Method, Market Price Method and the Comparable Companies Multiple Method, as appropriate and explained thereof, for the respective companies by assigning appropriate weights to the values arrived under each approach, to arrive at the fair equity share exchange ratio of 155 (One Hundred Fifty-Five) equity shares of IDFC FIRST Bank of ₹ 10/- each, fully paid-up for every 100 (One Hundred) equity shares of IDFC Limited of ₹ 10/- each, fully paid-up (“ Share Exchange Ratio ”).

1. IDFC Limited appointed Axis Capital Limited (SEBI Registration No. INZ000189931) and IDFC FIRST Bank appointed ICICI Securities Limited (SEBI Registration No. INZ000183631), both SEBI registered merchant bankers, to provide their respective independent opinions to the board of directors of the respective companies on the fairness of the Share Exchange Ratio arrived at by the Joint Valuers 2.

2. Axis Capital Limited and ICICI Securities Limited, submitted their respective fairness opinions vide their reports dated July 3, 2023, certifying that the share exchange ratio provided in the Valuation Report 2 is fair to the shareholders of the Companies.

3. The Valuation Report 2 issued by the Joint Valuers 2 and the fairness opinion provided by Axis Capital Limited was approved by the board of directors of IDFC Limited at its meeting held on July 3, 2023.

4. The Valuation Report 2 issued by the Joint Valuers 2 and the fairness opinion provided by ICICI Securities Limited was approved by the board of directors of IDFC FIRST Bank at its meeting held on July 3, 2023.

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Annexure 6

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Annexure 7

CONFIDENTIAL

r:,ate: July 3, 2023

T() Tile Board of Directors, Ifl C Limited 4[tb] Floor, Capitale Tower, 5 SS A a Salai, TeYnampet, Chennai - 600018

The Board of Directors, IVli'C Financial Holding Company Limited 4[th ] Floor, Capitale Tower, S. Anna Salai, Teynampet, Chennai - 600018

Dear Members of the Board:

1 . .11gageme11t Bnckground

We, Axis Capital Limited ("Axis") understand that the Board of Directors oflDFC Limited ("IDFC" or the "Amalgamating C()mpany l"), IDFC Financial Holding Company Limited ("IDFC Financial Holding" or the "Amalgamating Company 2") and IDFC First Bank Limited ("IDFC First Bank" or the "Amalgamated Company"), collectively referred to as "Companies", are considering an amalgamation of the Amalgamating Company 2 with the Amalgamating Company 1 ("Step 1 "); and the subsequent amalgamation of the Amalgamating Company 1 with the Amalgamated Company ("Step 2") ("Proposed Transaction"). The Proposed Transaction is to be carried out pursuant to a Scheme of Arrangement ("Scheme") under the relevant sections of the Companies Act, 2013, and rules made thereunder (including any statutory modification(s) or re­ enactment(s) thereof, for the time being in force), as may be applicable.

IDFC, IDFC Financial Holding and IDFC First Bank shall hereinafter be individually referred to as "Party" and jointly referred to as "Parties". IDFC and IDFC Financial Holding are hereinafter jointly referred to as' Amalgamating Companies'.

We understand from the management of IDFC and IDFC Financial Holding that, pursuant to the proposed amalgamation, i) shares of Amalgamating Company 2, being a wholly owned subsidiary of Amalgamating Company 1, shall stand cancelled without any further issuance to shareholders of Amalgamating Company I, and ii) the equity shareholders of IDFC will be issued equity shares in IDFC First Bank as consideration for their respective shareholding in IDFC. The terms and conditions of the proposed amalgamation are more fully set out in draft scheme shared with us on 2 [nd ] July, 2023 ("Draft Scheme"), the final version of which will be filed by the Parties with the appropriate authorities.

We further understand that the share exchange ratio for the proposed transaction has been arrived at based on the joint valuation report dated 3 [rd ] July, 2023 prepared by M/s. SSPA & Co. and Harsh Chandrakant Ruparelia (the "Valuers") who have been independently appointed for this exercise by Amalgamating Companies and Amalgamated Company, respectively.

( i --f /L

Axis Capital Llrnlted Corporate Office (Erstwhile "Axis Securities and Sales limited") Axis House, C-2, Wadia International Centre, SEBI Merchant Regn No.:MB/INM0 012029 P.B Marg, Worll, Mumbai - 40 025 Member Of: BSE Ltd, & National Stock Tel No.: 022-43251199 Fax No.: 022-43253000 Exchange of Ind la Ltd., Mumbai. www.axlscapltal.co.ln CIN No. U51900MH2005PLC157853 Registered Office Axis House, 8[th ] Floor, Wadia lnternatlonal Centre, Pandurang Budhkar Marg, Worll, Mumbai - 400 025

156 Annexure to Notice

@[a] sed on our perusal of the Draft Scheme, we understand that it has been proposed that pursuant to the amalgamation of rPFc Financial Holding with IDFC (Step 1), no shares shall be issued as IDFC Financial Holding is a wholly owned s-Uhsidiary of IDFC. Hence, no valuation is required for the same.

I3ased on our perusal of the valuation report dated 3 [rd ] July, 2023 prepared by the Valuers, we understand that it has also been p:r[o] posed that pursuant to the amalgamation of IDFC with IDFC First Bank (Step 2), for every 100 (one hundred) fully paid up equity shares of the face value ofINR 10 each held by the shareholders ofIDFC, IDFC First Bank shall issue and allot 1 55 (one hundred and fifty five) fully paid up equity shares of the face value ofINR 10 each ofIDFC First Bank (hereinafter referred to as the "Share Exchange Ratio").

IJl connection with the aforesaid, you requested our opinion ("Opinion"), as of the date hereof, as to the fairness of the Share Exchange Ratio, as proposed by the Valuers, from a financial point of view to the shareholders ofIDFC.

n. Basis of Opinion

The rationale for the Scheme as shared with us by management of IDFC and IDFC Financial Holding is based on (a) the proposed amalgamation of the Amalgamating Company 2 with and into the Amalgamating Company l; (b) the proposed amalgamation of the Amalgamating Company 1 with and into the Amalgamated Company; and ( c) the other arrangements contemplated under the proposed Scheme, would be to the benefit of the shareholders and creditors of the Parties and would, inter alia, have the following benefits:

This Scheme will provide all public shareholders of the Amalgamating Company I with direct shareholding in the Amalgamated Company thereby helping them to unlock value of their investments in the business of the Amalgamated Company which is currently held by the Amalgamating Company I through the Amalgamating Company 2. Consequently, these shareholders of the Amalgamating Company 1 can take independent decisions with respect to their holdings in the Amalgamated Company without being constrained to hold investment in the Amalgamating Company 2 to be able to derive value of benefit from the Amalgamated Company's business.

• The Scheme will facilitate compliance by the Amalgamating Company 1 with the promoter ownership norms set out under the Reserve Bank oflndia Guidelines for Licensing of New Banks in the Private Sector dated February 22, 2013 and any amendments thereof.

• The Amalgamation through this Scheme shall simplify the management and operational structures of the Companies by consolidating both listed entities in a single, large, listed company. This will also lead to unification and streamlining of the applicable regulatory compliances of both the listed entities.

Axis Capital Limited

Corporate Office

(Erstwhile "Axis Securities and Sales Limited") Axis House, C·2, Wadia International Centre, SEBI Merchan[t ] Regn No.:MB/INM00 12029 P.B Marg, Worll, Mumbai· 40 025 Member Of: BS E Ltd, & National Stock Tel No.: 022·43251199 Fax No.: 022·43253000 Exchange of Ind la Ltd., Mumbai. www.axiscapltal.co,in CIN No. U51900MH2005PLC157853 Registered Office Axis House, 8'' Floor, Wadla International Centre, AXIS CAPITAL Pandurang Budhkar Marg, Worll, Mumbai - 400 025 J,

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The shareholders of Amalgamating Company 1 will be allotted shares of the Amalgamated Company and will therefore become shareholders of a larger free public float of the combined listed company with multiple growth avenues. Upon effectiveness of the Scheme, the Amalgamated Company will continue to be professionally managed and shall only have public shareholders.

Some key details related to each of the aforesaid companies is as under -

JOFC is a public listed company incorporated on January 30, 1997, under the Companies Act, 1956 and has its corporate office at 906/907, 9[1h ] Floor, Embassy Centre, Jamnalal Bajaj Road, Nariman Point, Mumbai - 400021. The equity shares of IOFC are listed on BSE Limited and National Stock Exchange oflndia Limited. IDFC was involved in catering to the diverse ne[e] ds of infrastructure development. It had been providing financial intermediation for infrastructure projects and services, adding value through innovative products to the infrastructure value chain or asset maintenance of existing infrastructure projects and rendering of support and assistance to companies to get best return on investments. Effective from October O 1, 2015, post demerger of its financing undertaking (the lending business of IDFC) into IDFC Bank Limited (now known as IDFC FIRST Bank Limited post the amalgamation of Capital First Limited, Capital First Home Finance Limited and Capital First Securities Limited with IDFC Bank Limited in December 2018), IDFC is operating as an NBFC - Investment Company mainly holding investment in IDFC Financial Holding.

IDFC Financial Holding is a wholly owned subsidiary ofIDFC incorporated on November 07, 2014, under the Companies Act, 1956 and has its registered office at 4[lh ] Floor, Capitale Tower, 555 Anna Salai Thiru Vi Ka Kudiylruppu, Teynampet, Chennai - 600018. IDFC Financial Holding is a non-operative financial holding company and as on date, owns and holds 2,646,438,348 shares (39.93% stake) ofIDFC First Bank.

IDFC First Bank is a public listed company incorporated on October 21, 2014, under the Companies Act, 2013, is registered with RBI as a banking company under the provisions of the Banking Regulation Act, and has its registered office at KRM Tower, 7[lh ] Floor, No. 1, Harrington Road, Chetpet, Chennai, Tamil Nadu - 600031. The equity shares ofIDFC First Bank are listed on BSE Limited and National Stock Exchange of India Limited ("NSE"). IDFC First Bank also has outstanding unlisted and listed bonds, issued on private placement basis. The bonds are listed on NSE. IDFC First Bank is now operating as a new bank with well-diversified product offerings in retail and commercial banking businesses which consist of loan products for consumers and MSMEs across different urban and rural geographies oflndia including home loans, loan against property, vehicle loans, two wheeler loans, consumer durable loans, personal loans, credit card, business banking, gold loans, education loans, micro-finance loans, tractor loans, commercial vehicle loans etc as well as liability products like savings accounts, current accounts, term deposits etc.

Axis Capital Limited Corporate Office (Erstwhile 'Axis Securities and Sales Limited") Axis House, C-2, Wadla International Centre, SEBI Merchant Regn No.:MB/INM000012029 P.B Marg, Worll, Mumbai· 4000 025 Member Of: BSE Ltd, & National Stock Tel No.: 022-43251199 Fax No.: 022-432530 Exchange of Ind la Ltd., Mumbai. www.axlscapltal co.In CIN No. US1900MH2005PLC157853 Registered Office Axis House, B'" Floor, Wad la International Centre, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 [J, ] AXIS CAPITAL

158 Annexure to Notice

The key features of the Scheme provided to us through the Draft Scheme are as under:

1. With effect from the Appointed Date (as defined in the praft Scheme) and upon the scheme becoming effective, the Amalgamating Companies along with all its assets, properties, rights, claims, title, interest, liabilities, contracts, arrangements, employees, permits, licenses, records, approvals, trademarks etc., being integral parts of the Amalgamating Companies shall stand transferred to and vest in or shall be deemed to have been transferred to and vested in the Amalgamated Company as a going concern

2. For the amalgamation of IDFC Financial Holding with IDFC (Step 1), no equity shares shall be issued as IDFC Financial Holding is a wholly owned subsidiary of IDFC

3. As consideration for the amalgamation of IDFC with IDFC First Bank (Step 2), IDFC First Bank shall issue and allot equity shares to the equity shareholders of IDFC proportionate to their holding in IDFC

4. IDFC First Bank shares to be issued and allotted by IDFC First Bank in terms of the Scheme shall be subject to the provisions of the memorandum and articles of association of IDFC First Bank and shall rank pari passu in all respects and shall have the same rights attached to the then existing equity shares of IDFC First Bank

6. Upon the coming into effect of the Scheme, IDFC and IDFC Financial Holding shall stand dissolved without being wound up

7. Share Exchange Ratio is based on the joint valuation report dated 3[ro ] July, 2023 submitted by the Valuers

We have relied upon the Draft Scheme and taken the abovementioned key features of the scheme (together with other facts and assumptions set forth in section III of this Opinion) into account while determining the meaning of "fairness", from a financial point of view, for the purposes of this Opinion.

III. Limitation of Scope and Review

Our Opinion and analysis are limited to the extent of review of documents as provided to us by IDFC and IDFC Financial Holding (including for IDFC First Bank in their capacity as promoters) including the draft joint valuation report prepared by the Valuers and the Draft Scheme.

I n connection with this Opinion, we have:

• (i) reviewed the Draft Scheme and the joint valuation report dated 3[ni ] July, 2023 prepared by the Valuers;

• (ii) reviewed the audited financial statements of IDFC and IDFC Financial Holding for the financial year ended 31 ' [1 ] March 2023 that were provided to us and considered the publicly published audited financial statements of IDFC First Bank for the financial year ended 31 [st ] March 2023;

• (iii) reviewed the outstanding equity shares ofIDFC (l,59,99,84,436 equity shares ofINR 10 each) and IDFC First Bank

• (6,62,81,84,314 equity shares ofINR 10 each) that were provided to us;

(iv) reviewed certain publicly available historical and operational information with respect to each of the relevant entities available in their respective annual & interim reports and company presentations; Axis Capita! Limited Co•�•M•OffK• ( . � (Erstwhile "Axis Securities and Sales Limited") Axis House, C·2, Wadia International Centre. 1fi--r SEBI Merchant Regn No.:MB/INM0 012029 P.B Marg, Worll, Mumbai· 4000 025 Member Of: BSE Ltd, & National Stock Tel No.: 022-43251199 Fax No.: 022·43253000 Exchange of India ltd., Mumbai. www.axlscapltal.co.ln CIN No. U51900MH2005PLC157853 Registered Office Axis House, 8[th ] Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025 ,,[AXIS CAPITAL]

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• (v) reviewed certain historical business and financial information relating to each of the relevant entities, as provided by the respective companies, and sought certain clarifications with respect to the same;

• (vi) considered publicly available research on IDFC and IDFC First Bank as available with us as at the date hereof; (vii) held discussions with the Valuers, in relation to the approach taken to valuation and the details of the various methodologies utilized by them in preparing the joint valuation report and recommendations;

(viii) sought various clarifications from the respective senior management teams of the relevant companies;

• (ix) reviewed historical stock prices and trading volumes ofIDFC's and IDFC First Bank's shares on BSE & NSE; and

• (x) performed such other financial analysis and considered such other information and factors as we deemed appropriate;

• (xi) considered valuation date as at 30[th ] June 2023 in line with the valuation date considered by the Valuers for their joint valuation report

We have assumed and relied upon the accuracy and completeness of all information and documents provided to us, data publicly available or otherwise reviewed by or discussed with us. We have relied upon the assurances by IDFC and IDFC Financial Holding that they are not aware of any facts or circumstances that would make such information or data incomplete, inaccurate or misleading in any material respect. All the factual information pertaining to the Scheme used by Axis for its analysis is solely based on the information provided by the Parties. It may be noted that no projections or forecasts relating to Amalgamating Companies and Amalgamated Company have been provided to Axis. Further, Axis does not assume any responsibility as to the authenticity of the aforementioned details.

We have not carried out any due diligence or independent verification or validation of such information to establish its accuracy or sufficiency. We have not conducted any independent valuation or appraisal of any of the assets or liabilities of IDFC, IDFC Financial Holding and IDFC First Bank, and / or their subsidiaries/affiliates. In particular, we do not express

any opinion as to the value of any asset of IDFC, IDFC Financial Holding and IDFC First Bank, and / or their subsidiaries/affiliates, whether at current time or in the future. No investigation of IDFC's, IDFC Financial Holding's and IDFC First Bank's claim to title of assets has been made for the purpose of the exercise and the claim to such rights has been assumed to be fully valid. No consideration has been given to liens or encumbrances against the assets. Therefore, no responsibility whatsoever is assumed for matters of a legal nature. Further, we have not evaluated the solvency or fair value ofIDFC and / or IDFC Financial Holding and / or IDFC First Bank and / or their subsidiaries/affiliates under any law relating to bankruptcy,' insolvency or similar matter.

One should note that valuation is not an exact science and that estimating values necessarily involves selecting a method or approach that is suitable for the purpose. Moreover, in this case where equity shares of IDFC First Bank are being issued as consideration to the shareholders of IDFC, it is not the absolute per share value that is important for framing an opinion but the relative per share value ofIDFC First Bank vis-a-vis per share value ofIDFC.

We have assumed, with the Amalgamating Companies' consent, that the scheme will be in compliance with all the applicable laws and other requirements and will be implemented on the terms described in the Draft Scheme, without any waiver or

Axis Capltal limited

(Erstwhlle "Axis Securities and Sales Limited") SEBI Merchant Regn No.:MB/INM000012029 Member Of: BSE Ltd, & National Stock Exchange of India ltd., Mumbai. CIN No. U51900MH2005PLC157853

( �

Co,po,at,Offi«

Axis House, C-2. Wadia International Centre, P.B Marg, Worll, Mumbai· 40 025 Tel No.: 022-43251199 Fax No.: 022·43253000 www.axiscapltal.co.in

Registered Office

Axis House, 8[1h ] Floor, Wadla International Centre, Pandurang Budhkar Marg, Worll, Mumbai · 400 025

160 Annexure to Notice

modification of any material terms or conditions, and that in the course of obtaining the necessary regulatory or third party approvals for the scheme, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Amalgamated Company, Amalgamating Company 1 and / or their relevant subsidiaries/affiliates and their respective shareholders, and Amalgamating Company 2 and / or their relevant subsidiaries/ affiliates and their respective shareholders. We have assumed, at the directions of the Amalgamating Companies that the final scheme will not differ in any material respect from the Draft Scheme. We understand from the Amalgamating Companies' management that the scheme will be given effect to in totality and not in parts.

We express no view or opinion as to any terms or other aspects of the Draft Scheme (other than the Share Exchange Ratio, from a financial point of view) including, without limitation, the form or structure of the proposed transaction. We were not requested to, and we did not, participate in the negotiations for the proposed transaction. Our Opinion is limited to the fairness, from a financial point of view, of the Share Exchange Ratio proposed by the Valuers, to the shareholders of IDFC. Our analysis relates to the relative values of IDFC and IDFC First Bank. However, the actual transaction value may be significantly different from the result of our analysis and would depend on a number of factors, including the negotiating ability and motivations of the respective buyer and seller. We express no opinion or view with respect to the financial implications of the proposed transaction for any stakeholders, including creditors of the Amalgamated Company, the Amalgamating Company 1 and / or the Amalgamating Company 2.

We express no view as to, and our Opinion does not address, the underlying business decision of the Amalgamating Companies to effect the proposed transaction, the relative merits of the proposed transaction as compared to any other alternative business strategy, the effect of the proposed transaction on the Amalgamating Companies or their affiliates, including, without limitation, possible implications on ownership structure, listing format, capital structure or trading price of IDFC First Bank's shares post completion of the proposed transaction. The Amalgamating Companies remain solely responsible for the commercial assumptions on the basis of which it agrees to proceed with the proposed transaction. Our Opinion is necessarily based only upon information as referred to in this letter. We have relied solely on representations, whether verbal or otherwise, made by the management of IDFC, IDFC Financial Holding and IDFC First Bank, for areas where the same has been made.

We do not express any Opinion as to any tax or other consequences that might arise from the scheme on IDFC, IDFC Financial Holding and IDFC First Bank and / or their subsidiaries/affiliates, and their respective shareholders, nor does our Opinion address any legal, tax, regulatory (including all SEBI regulations) or accounting matters, as to which we understand that the respective companies have obtained such advice as they deemed necessary from qualified professionals. We have undertaken no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, Governmental investigation or other contingent liabilities to which the Amalgamated Company, Amalgamating Companies and / or their subsidiaries/affiliates, are / or may be a party.

Corporate Office

Axis Capital Limited (Erstwhile "Axis Securities and Sales Limited") Axis House, C-2, Wadia International Centre. SEBI Merchant Regn No.:MB/INM0 12029 P.B Marg, Worli, Mumbai - 4000 025 Member Of: BSE Ltd, & National Stock Tel No.: 022-43251199 Fax No.: 022-43253000 Exchange of India Ltd., Mumbai. www.axlscapltal.co.in CIN No. U51900MH2005PLC 15 7853 Registered Office Axis House, 8[th ] Floor, Wadla International Centre, AXIS CAPITAL Pandurang Budhkar Marg, Worli, Mumbai - 400 025 [J, ]

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Our Opinion is necessarily based on financial, economic, monetary, market and other conditions as in effect on, and the information made available to us, as of the date hereof. We have not factored, in our analysis, the outcome of any contingent events envisioned in the Draft Scheme, other than as represented to us by the Amalgamated Company and Amalgamating Companies. It should be understood that subsequent developments may affect this Opinion and we assume no responsibility for updating or revising our Opinion based on circumstances or events occurring after the date hereof. It is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein.

Our Opinion also does not address any matters otherwise than as expressly stated herein, including but not limited to matters such as corporate governance, shareholders' rights or any other equitable considerations. We have also not opined on the fairness of any terms and conditions of the scheme other than the fairness, from a financial point of view, of the Share Exchange Ratio proposed by the Valuers to the shareholders of IDFC.

While we have provided our recommendation as to the fairness of the Share Exchange Ratio based on the information available to us and within the scope and constraints of our engagement, others may have a different opinion as to the Share Exchange Ratio. The final responsibility for the determination of the exchange ratio at which the proposed amalgamation shall take place will be with the Board of Directors of the respective companies who should take into account other factors such as their own assessment of the amalgamation.

We may have in the past provided, and may currently or in the future provide, investment banking services to the Amalgamating Company 1, Amalgamating Company 2, Amalgamated Company and/or their subsidiaries or their respective affiliates that are unrelated to the proposed scheme, for which services we have received or may receive customary f s. Our engagement as a fairness opinion provider is independent of our other business relationships, which we may have with the Amalgamating Company 1, Amalgamating Company 2, Amalgamated Company and/or their subsidiaries or their respective affiliates. In addition, in the ordinary course of their respective businesses, affiliates of Axis Capital Limited may invest in securities of the Amalgamating Company l, Amalgamated Company and / or their subsidiaries or group companies, for their own accounts and for the accounts of their customers subject to compliance of SEBI (Prohibition of Insider Trading) Regulations and, accordingly, may at any time hold a position in such securities. We will not be responsible to any other person/party for any decision. Our engagement and the Opinion expressed herein are solely for the benefit of the Board of Directors of the Amalgamating Companies (in its capacity as such) in connection with its consideration of the scheme and for none other. Delivery of our Opinion does not create any fiduciary, equitable or contractual duties on Axis Capital Limited (including, without limitation, any duty of trust or confidence). It is hereby notified that any reproduction, copying or otherwise quoting of this document or any part thereof except for the purpose mentioned herein can only be done with our prior permission in writing. Further, our Opinion is being provided only for the limited purpose of complying with the applicable SEBI regulations and the requirement of the stock exchanges on which the Company is listed or as required under applicable law, and for no other purpose, other than as set out above. Neither Axis, nor its affiliates, partners, directors, shareholders, managers, employees or agents of any of them, make any representation or warranty, express or implied, as to

Axis Capital Limited (Erstwhile ""Axis Securities and Sales Limited"') SEBI Merchant Regn No.:MB/INM0 012029 Member Of: BSE Ltd, & National Stock Exchange of India Ltd., Mumbai. CIN No. U51900MH2005PLC15 7853

Corporate Office Axis House, C·2, Wadla International Centre, P.B Marg, Worll, Mumbai· 40 025 Tel No.: 022-43251199 Fax No.: 022-43253000 www.axlscapltal.co.in Registered Office Axis House, 8[th ] Floor, Wadia International Centre, AXIS CAPITAL Pandurang Budhkar Marg, Worll, Mumbai - 400 025 [J, ]

162 Annexure to Notice

the information and documents provided to us, based on which the Opinion has been issued. All such parties and entities expressly disclaim any and all liability for, or based on or relating to any such information contained therein.

The Amalgamating Companies have been provided with the opportunity to review the draft Opinion as part of our standard practice to make sure that factual inaccuracy / omissions are avoided in our final Opinion.

The f for our services is not contingent upon the results of the proposed amalgamation. This document is governed by and construed in accordance with the laws of India. For disputes, if any, regarding to this Opinion, the Parties agree to submit to the exclusive jurisdiction of the courts in Mumbai, India.

Our Opinion is not intended to and does not constitute a recommendation to any party as to how such party should vote or act in connection with the scheme or any matter related thereto.

I. Conclusion

Based on and subject to the foregoing, we are of the opinion that, as of the date hereof, the Share Exchange Ratio, as proposed by the Valuers, is fair to the shareholders ofIDFC from a financial point of view.

Very truly yours,

Ravindra Goyal Senior Vice President- M&A Advisory

ManishJain

Senior Vice President- Coverage

Corporate Office

Axis Capita! limited Corporate Office (Erstwhile "Axis Securities and Sales Limited") Axis House, C -2, Wadia International Centre, SEBI Merchant Regn No.:MB/INM000012029 P.B Marg, Worll, Mumbai - 4000 025 Member Of: BSE Ltd, & National Stock Tel No.: 022-43251199 Fax No.: 022-43253000 Exchange of India Ltd .• Mumbai. www.axlscapltal.co.ln CIN No. U51900MH2005PLC157B53 Registered Office Axis House, 8[th ] Floor, Wadia International Centre, Pandurang Budhkar Marg, Worll. Mumbai - 400 025

AXIS CAPITAL J,

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Equity Share Capital History of Amalgamated Company since incorporation till December 31, 2023

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Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
21-Oct-14 50,000 10.00 10.00 Cash Capital as on Incorporation 50,000 5,00,000
07-Jul-15 1,25,00,00,000 10.00 40.00 Cash Right Issue 1,25,00,50,000 12,50,05,00,000
30-Sep-15 54,74,62,668 10.00 37.08 Cash Right Issue 1,79,75,12,668 17,97,51,26,680
09-Oct-15 1,59,40,20,668 10.00 10.00 Other than Cash Scheme of Arrangement - Demerger 3,39,15,33,336 33,91,53,33,360
with IDFC Limited
28-Nov-15 60,000 10.00 47.95 Cash Allotment pursuant to ESOP exercise 3,39,15,93,336 33,91,59,33,360
28-Nov-15 30,000 10.00 57.58 Cash Allotment pursuant to ESOP exercise 3,39,16,23,336 33,91,62,33,360
28-Nov-15 10,00,000 10.00 53.34 Cash Allotment pursuant to ESOP exercise 3,39,26,23,336 33,92,62,33,360
16-Apr-16 41,058 10.00 45.69 Cash Allotment pursuant to ESOP exercise 3,39,26,64,394 33,92,66,43,940
16-Apr-16 19,07,750 10.00 19.73 Cash Allotment pursuant to ESOP exercise 3,39,45,72,144 33,94,57,21,440
16-Apr-16 13,666 10.00 10.00 Cash Allotment pursuant to ESOP exercise 3,39,45,85,810 33,94,58,58,100
16-Apr-16 2,61,200 10.00 47.95 Cash Allotment pursuant to ESOP exercise 3,39,48,47,010 33,94,84,70,100
05-Jul-16 51,387 10.00 45.69 Cash Allotment pursuant to ESOP exercise 3,39,48,98,397 33,94,89,83,970
17-Sep-16 23,906 10.00 45.69 Cash Allotment pursuant to ESOP exercise 3,39,49,22,303 33,94,92,23,030
17-Sep-16 1,00,000 10.00 53.34 Cash Allotment pursuant to ESOP exercise 3,39,50,22,303 33,95,02,23,030
15-Oct-16 52,305 10.00 45.69 Cash Allotment pursuant to ESOP exercise 3,39,50,74,608 33,95,07,46,080
18-Nov-16 5,67,277 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,39,56,41,885 33,95,64,18,850
15-Dec-16 2,41,040 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,39,58,82,925 33,95,88,29,250
17-Jan-17 3,86,720 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,39,62,69,645 33,96,26,96,450
17-Jan-17 3,00,000 10.00 53.34 Cash Allotment pursuant to ESOP exercise 3,39,65,69,645 33,96,56,96,450
15-Feb-17 2,28,687 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,39,67,98,332 33,96,79,83,320
15-Feb-17 20,673 10.00 45.69 Cash Allotment pursuant to ESOP exercise 3,39,68,19,005 33,96,81,90,050
15-Feb-17 3,20,000 10.00 53.34 Cash Allotment pursuant to ESOP exercise 3,39,71,39,005 33,97,13,90,050
16-Mar-17 7,38,700 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,39,78,77,705 33,97,87,77,050
16-Mar-17 1,15,979 10.00 45.69 Cash Allotment pursuant to ESOP exercise 3,39,79,93,684 33,97,99,36,840
16-Mar-17 10,00,000 10.00 53.34 Cash Allotment pursuant to ESOP exercise 3,39,89,93,684 33,98,99,36,840
16-Mar-17 12,500 10.00 57.70 Cash Allotment pursuant to ESOP exercise 3,39,90,06,184 33,99,00,61,840
17-Apr-17 1,31,360 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,39,91,37,544 33,99,13,75,440
17-Apr-17 12,500 10.00 59.10 Cash Allotment pursuant to ESOP exercise 3,39,91,50,044 33,99,15,00,440
17-Apr-17 12,500 10.00 47.35 Cash Allotment pursuant to ESOP exercise 3,39,91,62,544 33,99,16,25,440
17-Apr-17 5,000 10.00 58.40 Cash Allotment pursuant to ESOP exercise 3,39,91,67,544 33,99,16,75,440
17-Apr-17 1,90,561 10.00 45.69 Cash Allotment pursuant to ESOP exercise 3,39,93,58,105 33,99,35,81,050
16-May-17 3,10,415 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,39,96,68,520 33,99,66,85,200
16-May-17 5,10,923 10.00 45.69 Cash Allotment pursuant to ESOP exercise 3,40,01,79,443 34,00,17,94,430
16-May-17 3,00,000 10.00 53.34 Cash Allotment pursuant to ESOP exercise 3,40,04,79,443 34,00,47,94,430
15-Jun-17 1,294 10.00 45.69 Cash Allotment pursuant to ESOP exercise 3,40,04,80,737 34,00,48,07,370
15-Jun-17 1,87,497 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,06,68,234 34,00,66,82,340
15-Jun-17 3,24,620 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,09,92,854 34,00,99,28,540
15-Jun-17 6,000 10.00 49.10 Cash Allotment pursuant to ESOP exercise 3,40,09,98,854 34,00,99,88,540
14-Jul-17 2,68,660 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,12,67,514 34,01,26,75,140
14-Jul-17 2,29,425 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,14,96,939 34,01,49,69,390
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Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
16-Aug-17 1,75,715 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,16,72,654 34,01,67,26,540
16-Aug-17 1,10,025 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,17,82,679 34,01,78,26,790
14-Sep-17 7,480 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,17,90,159 34,01,79,01,590
14-Sep-17 42,450 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,18,32,609 34,01,83,26,090
14-Sep-17 50,000 10.00 48.70 Cash Allotment pursuant to ESOP exercise 3,40,18,82,609 34,01,88,26,090
16-Oct-17 78,340 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,19,60,949 34,01,96,09,490
16-Oct-17 58,225 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,20,19,174 34,02,01,91,740
16-Oct-17 22,550 10.00 47.30 Cash Allotment pursuant to ESOP exercise 3,40,20,41,724 34,02,04,17,240
16-Oct-17 1,000 10.00 49.10 Cash Allotment pursuant to ESOP exercise 3,40,20,42,724 34,02,04,27,240
15-Nov-17 2,64,214 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,23,06,938 34,02,30,69,380
15-Nov-17 13,175 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,23,20,113 34,02,32,01,130
14-Dec-17 30,000 10.00 44.74 Cash Allotment pursuant to ESOP exercise 3,40,23,50,113 34,02,35,01,130
14-Dec-17 2,92,890 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,26,43,003 34,02,64,30,030
14-Dec-17 33,125 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,26,76,128 34,02,67,61,280
15-Jan-18 95,140 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,27,71,268 34,02,77,12,680
15-Jan-18 37,225 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,28,08,493 34,02,80,84,930
15-Jan-18 21,000 10.00 50.85 Cash Allotment pursuant to ESOP exercise 3,40,28,29,493 34,02,82,94,930
15-Feb-18 6,45,412 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,34,74,905 34,03,47,49,050
15-Feb-18 1,94,200 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,36,69,105 34,03,66,91,050
15-Feb-18 20,250 10.00 50.85 Cash Allotment pursuant to ESOP exercise 3,40,36,89,355 34,03,68,93,550
15-Feb-18 25,000 10.00 62.95 Cash Allotment pursuant to ESOP exercise 3,40,37,14,355 34,03,71,43,550
16-Mar-18 2,09,850 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,39,24,205 34,03,92,42,050
16-Mar-18 66,950 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,39,91,155 34,03,99,11,550
16-Mar-18 31,250 10.00 47.15 Cash Allotment pursuant to ESOP exercise 3,40,40,22,405 34,04,02,24,050
16-Mar-18 52,500 10.00 50.85 Cash Allotment pursuant to ESOP exercise 3,40,40,74,905 34,04,07,49,050
16-Apr-18 27,040 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,41,01,945 34,04,10,19,450
16-Apr-18 5,127 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,41,07,072 34,04,10,70,720
02-Jul-18 3,750 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,41,10,822 34,04,11,08,220
02-Jul-18 600 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,41,11,422 34,04,11,14,220
25-Sep-18 1,79,950 10.00 46.77 Cash Allotment pursuant to ESOP exercise 3,40,42,91,372 34,04,29,13,720
25-Sep-18 1,21,175 10.00 47.00 Cash Allotment pursuant to ESOP exercise 3,40,44,12,547 34,04,41,25,470
05-Jan-19 1,37,71,09,057 10.00 10.00 Other than Allotment to erstwhile Capital First 4,78,15,21,604 47,81,52,16,040
Cash Limited Shareholders pursuant to
Scheme of Amalgamation with IDFC
Bank
26-Feb-19 1,20,000 10.00 34.71 Cash Allotment pursuant to ESOP exercise 4,78,16,41,604 47,81,64,16,040
26-Feb-19 22,360 10.00 46.77 Cash Allotment pursuant to ESOP exercise 4,78,16,63,964 47,81,66,39,640
26-Feb-19 12,448 10.00 47.00 Cash Allotment pursuant to ESOP exercise 4,78,16,76,412 47,81,67,64,120
05-Apr-19 16,680 10.00 12.53 Cash Allotment pursuant to ESOP exercise 4,78,16,93,092 47,81,69,30,920
05-Apr-19 8,000 10.00 28.06 Cash Allotment pursuant to ESOP exercise 4,78,17,01,092 47,81,70,10,920
05-Apr-19 22,000 10.00 31.73 Cash Allotment pursuant to ESOP exercise 4,78,17,23,092 47,81,72,30,920
05-Apr-19 2,000 10.00 38.26 Cash Allotment pursuant to ESOP exercise 4,78,17,25,092 47,81,72,50,920
05-Apr-19 1,39,000 10.00 44.60 Cash Allotment pursuant to ESOP exercise 4,78,18,64,092 47,81,86,40,920
05-Apr-19 1,14,590 10.00 46.77 Cash Allotment pursuant to ESOP exercise 4,78,19,78,682 47,81,97,86,820
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NCLT convened Meeting - Equity Shareholders 211

IDFC FIRST Bank LImITeD

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Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
05-Apr-19 69,700 10.00 47.00 Cash Allotment pursuant to ESOP exercise 4,78,20,48,382 47,82,04,83,820
10-Jun-19 2,01,160 10.00 12.53 Cash Allotment pursuant to ESOP exercise 4,78,22,49,542 47,82,24,95,420
10-Jun-19 100 10.00 27.28 Cash Allotment pursuant to ESOP exercise 4,78,22,49,642 47,82,24,96,420
10-Jun-19 69,500 10.00 28.06 Cash Allotment pursuant to ESOP exercise 4,78,23,19,142 47,82,31,91,420
10-Jun-19 1,17,959 10.00 46.77 Cash Allotment pursuant to ESOP exercise 4,78,24,37,101 47,82,43,71,010
10-Jun-19 40,025 10.00 47.00 Cash Allotment pursuant to ESOP exercise 4,78,24,77,126 47,82,47,71,260
26-Aug-19 76,450 10.00 12.53 Cash Allotment pursuant to ESOP exercise 4,78,25,53,576 47,82,55,35,760
26-Aug-19 2,12,300 10.00 28.06 Cash Allotment pursuant to ESOP exercise 4,78,27,65,876 47,82,76,58,760
13-Nov-19 34,750 10.00 11.20 Cash Allotment pursuant to ESOP exercise 4,78,28,00,626 47,82,80,06,260
13-Nov-19 4,23,950 10.00 12.53 Cash Allotment pursuant to ESOP exercise 4,78,32,24,576 47,83,22,45,760
13-Nov-19 17,375 10.00 14.64 Cash Allotment pursuant to ESOP exercise 4,78,32,41,951 47,83,24,19,510
13-Nov-19 55,500 10.00 27.28 Cash Allotment pursuant to ESOP exercise 4,78,32,97,451 47,83,29,74,510
13-Nov-19 6,76,580 10.00 28.06 Cash Allotment pursuant to ESOP exercise 4,78,39,74,031 47,83,97,40,310
13-Nov-19 38,920 10.00 33.24 Cash Allotment pursuant to ESOP exercise 4,78,40,12,951 47,84,01,29,510
13-Nov-19 13,900 10.00 40.31 Cash Allotment pursuant to ESOP exercise 4,78,40,26,851 47,84,02,68,510
06-Dec-19 20,850 10.00 12.53 Cash Allotment pursuant to ESOP exercise 4,78,40,47,701 47,84,04,77,010
06-Dec-19 39,61,500 10.00 14.64 Cash Allotment pursuant to ESOP exercise 4,78,80,09,201 47,88,00,92,010
06-Dec-19 55,600 10.00 26.71 Cash Allotment pursuant to ESOP exercise 4,78,80,64,801 47,88,06,48,010
06-Dec-19 63,940 10.00 28.06 Cash Allotment pursuant to ESOP exercise 4,78,81,28,741 47,88,12,87,410
06-Dec-19 23,630 10.00 33.24 Cash Allotment pursuant to ESOP exercise 4,78,81,52,371 47,88,15,23,710
06-Dec-19 25,000 10.00 44.60 Cash Allotment pursuant to ESOP exercise 4,78,81,77,371 47,88,17,73,710
06-Dec-19 33,000 10.00 45.40 Cash Allotment pursuant to ESOP exercise 4,78,82,10,371 47,88,21,03,710
06-Dec-19 20,180 10.00 46.77 Cash Allotment pursuant to ESOP exercise 4,78,82,30,551 47,88,23,05,510
23-Dec-19 12,09,700 10.00 28.06 Cash Allotment pursuant to ESOP exercise 4,78,94,40,251 47,89,44,02,510
23-Dec-19 9,035 10.00 33.24 Cash Allotment pursuant to ESOP exercise 4,78,94,49,286 47,89,44,92,860
23-Dec-19 3,750 10.00 45.40 Cash Allotment pursuant to ESOP exercise 4,78,94,53,036 47,89,45,30,360
23-Dec-19 5,000 10.00 47.00 Cash Allotment pursuant to ESOP exercise 4,78,94,58,036 47,89,45,80,360
24-Feb-20 23,880 10.00 12.53 Cash Allotment pursuant to ESOP exercise 4,78,94,81,916 47,89,48,19,160
24-Feb-20 1,31,100 10.00 28.06 Cash Allotment pursuant to ESOP exercise 4,78,96,13,016 47,89,61,30,160
24-Feb-20 10,000 10.00 33.24 Cash Allotment pursuant to ESOP exercise 4,78,96,23,016 47,89,62,30,160
24-Feb-20 2,80,000 10.00 34.71 Cash Allotment pursuant to ESOP exercise 4,78,99,03,016 47,89,90,30,160
02-Mar-20 2,00,00,000 10.00 14.89 Cash Allotment pursuant to ESOP exercise 4,80,99,03,016 48,09,90,30,160
12-Jun-20 86,24,40,704 10.00 23.19 Cash Allotment pursuant to Preferential Issue 5,67,23,43,720 56,72,34,37,200
14-Oct-20 7,500 10.00 28.06 Cash Allotment pursuant to ESOP exercise 5,67,23,51,220 56,72,35,12,200
26-Nov-20 58,380 10.00 28.06 Cash Allotment pursuant to ESOP exercise 5,67,24,09,600 56,72,40,96,000
24-Dec-20 13,900 10.00 33.24 Cash Allotment pursuant to ESOP exercise 5,67,24,23,500 56,72,42,35,000
24-Dec-20 4,86,500 10.00 13.88 Cash Allotment pursuant to ESOP exercise 5,67,29,10,000 56,72,91,00,000
10-Feb-21 1,52,830 10.00 28.06 Cash Allotment pursuant to ESOP exercise 5,67,30,62,830 56,73,06,28,300
10-Feb-21 42,820 10.00 33.24 Cash Allotment pursuant to ESOP exercise 5,67,31,05,650 56,73,10,56,500
10-Feb-21 1,04,300 10.00 39.65 Cash Allotment pursuant to ESOP exercise 5,67,32,09,950 56,73,20,99,500
10-Feb-21 60,000 10.00 43.30 Cash Allotment pursuant to ESOP exercise 5,67,32,69,950 56,73,26,99,500
10-Feb-21 81,700 10.00 44.60 Cash Allotment pursuant to ESOP exercise 5,67,33,51,650 56,73,35,16,500
10-Feb-21 22,245 10.00 45.40 Cash Allotment pursuant to ESOP exercise 5,67,33,73,895 56,73,37,38,950
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212 Annexure to Notice

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Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
10-Feb-21 2,800 10.00 46.77 Cash Allotment pursuant to ESOP exercise 5,67,33,76,695 56,73,37,66,950
10-Feb-21 1,15,925 10.00 47.00 Cash Allotment pursuant to ESOP exercise 5,67,34,92,620 56,73,49,26,200
10-Feb-21 50,040 10.00 51.06 Cash Allotment pursuant to ESOP exercise 5,67,35,42,660 56,73,54,26,600
16-Mar-21 17,375 10.00 11.20 Cash Allotment pursuant to ESOP exercise 5,67,35,60,035 56,73,56,00,350
16-Mar-21 41,700 10.00 12.53 Cash Allotment pursuant to ESOP exercise 5,67,36,01,735 56,73,60,17,350
16-Mar-21 2,13,280 10.00 28.06 Cash Allotment pursuant to ESOP exercise 5,67,38,15,015 56,73,81,50,150
16-Mar-21 24,000 10.00 31.73 Cash Allotment pursuant to ESOP exercise 5,67,38,39,015 56,73,83,90,150
16-Mar-21 62,965 10.00 33.24 Cash Allotment pursuant to ESOP exercise 5,67,39,01,980 56,73,90,19,800
16-Mar-21 3,75,000 10.00 37.08 Cash Allotment pursuant to ESOP exercise 5,67,42,76,980 56,74,27,69,800
16-Mar-21 15,000 10.00 38.26 Cash Allotment pursuant to ESOP exercise 5,67,42,91,980 56,74,29,19,800
16-Mar-21 50,000 10.00 39.05 Cash Allotment pursuant to ESOP exercise 5,67,43,41,980 56,74,34,19,800
16-Mar-21 2,91,170 10.00 39.65 Cash Allotment pursuant to ESOP exercise 5,67,46,33,150 56,74,63,31,500
16-Mar-21 3,53,350 10.00 44.60 Cash Allotment pursuant to ESOP exercise 5,67,49,86,500 56,74,98,65,000
16-Mar-21 2,03,365 10.00 45.40 Cash Allotment pursuant to ESOP exercise 5,67,51,89,865 56,75,18,98,650
16-Mar-21 2,26,300 10.00 46.77 Cash Allotment pursuant to ESOP exercise 5,67,54,16,165 56,75,41,61,650
16-Mar-21 2,46,680 10.00 47.00 Cash Allotment pursuant to ESOP exercise 5,67,56,62,845 56,75,66,28,450
16-Mar-21 1,08,420 10.00 51.06 Cash Allotment pursuant to ESOP exercise 5,67,57,71,265 56,75,77,12,650
16-Mar-21 78,590 10.00 58.75 Cash Allotment pursuant to ESOP exercise 5,67,58,49,855 56,75,84,98,550
06-Apr-21 52,31,03,660 10.00 57.35 Cash Allotment pursuant to QIP 6,19,89,53,515 61,98,95,35,150
21-Apr-21 64,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,19,90,17,515 61,99,01,75,150
21-Apr-21 83,000 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,19,91,00,515 61,99,10,05,150
21-Apr-21 70,915 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,19,91,71,430 61,99,17,14,300
21-Apr-21 25,000 10.00 38.26 Cash Allotment pursuant to ESOP exercise 6,19,91,96,430 61,99,19,64,300
21-Apr-21 1,41,400 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,19,93,37,830 61,99,33,78,300
21-Apr-21 1,52,900 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,19,94,90,730 61,99,49,07,300
21-Apr-21 64,265 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,19,95,54,995 61,99,55,49,950
21-Apr-21 24,670 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,19,95,79,665 61,99,57,96,650
21-Apr-21 1,56,285 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,19,97,35,950 61,99,73,59,500
21-Apr-21 75,060 10.00 51.06 Cash Allotment pursuant to ESOP exercise 6,19,98,11,010 61,99,81,10,100
21-Apr-21 1,000 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,19,98,12,010 61,99,81,20,100
24-May-21 83,400 10.00 12.53 Cash Allotment pursuant to ESOP exercise 6,19,98,95,410 61,99,89,54,100
24-May-21 1,40,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,20,00,35,410 62,00,03,54,100
24-May-21 27,545 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,20,00,62,955 62,00,06,29,550
24-May-21 28,600 10.00 38.26 Cash Allotment pursuant to ESOP exercise 6,20,00,91,555 62,00,09,15,550
24-May-21 40,000 10.00 39.05 Cash Allotment pursuant to ESOP exercise 6,20,01,31,555 62,00,13,15,550
24-May-21 90,500 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,20,02,22,055 62,00,22,20,550
24-May-21 4,80,980 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,20,07,03,035 62,00,70,30,350
24-May-21 86,300 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,20,07,89,335 62,00,78,93,350
24-May-21 27,790 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,20,08,17,125 62,00,81,71,250
24-May-21 3,75,130 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,20,11,92,255 62,01,19,22,550
24-May-21 6,75,000 10.00 50.85 Cash Allotment pursuant to ESOP exercise 6,20,18,67,255 62,01,86,72,550
21-Jun-21 1,66,800 10.00 12.53 Cash Allotment pursuant to ESOP exercise 6,20,20,34,055 62,02,03,40,550
21-Jun-21 7,57,751 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,20,27,91,806 62,02,79,18,060
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NCLT convened Meeting - Equity Shareholders 213

IDFC FIRST Bank LImITeD

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Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
21-Jun-21 13,900 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,20,28,05,706 62,02,80,57,060
21-Jun-21 20,000 10.00 39.05 Cash Allotment pursuant to ESOP exercise 6,20,28,25,706 62,02,82,57,060
21-Jun-21 1,20,157 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,20,29,45,863 62,02,94,58,630
21-Jun-21 11,94,050 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,20,41,39,913 62,04,13,99,130
21-Jun-21 1,89,150 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,20,43,29,063 62,04,32,90,630
21-Jun-21 16,77,390 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,20,60,06,453 62,06,00,64,530
21-Jun-21 6,92,360 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,20,66,98,813 62,06,69,88,130
21-Jun-21 95,000 10.00 50.85 Cash Allotment pursuant to ESOP exercise 6,20,67,93,813 62,06,79,38,130
21-Jun-21 41,700 10.00 51.06 Cash Allotment pursuant to ESOP exercise 6,20,68,35,513 62,06,83,55,130
23-Jul-21 3,24,750 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,20,71,60,263 62,07,16,02,630
23-Jul-21 26,410 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,20,71,86,673 62,07,18,66,730
23-Jul-21 40,600 10.00 38.26 Cash Allotment pursuant to ESOP exercise 6,20,72,27,273 62,07,22,72,730
23-Jul-21 97,500 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,20,73,24,773 62,07,32,47,730
23-Jul-21 27,61,170 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,21,00,85,943 62,10,08,59,430
23-Jul-21 98,150 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,21,01,84,093 62,10,18,40,930
23-Jul-21 46,738 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,21,02,30,831 62,10,23,08,310
23-Jul-21 23,025 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,02,53,856 62,10,25,38,560
23-Jul-21 2,47,750 10.00 50.85 Cash Allotment pursuant to ESOP exercise 6,21,05,01,606 62,10,50,16,060
23-Jul-21 3,00,000 10.00 53.26 Cash Allotment pursuant to ESOP exercise 6,21,08,01,606 62,10,80,16,060
30-Aug-21 19,600 10.00 12.53 Cash Allotment pursuant to ESOP exercise 6,21,08,21,206 62,10,82,12,060
30-Aug-21 1,24,075 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,09,45,281 62,10,94,52,810
30-Aug-21 11,400 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,09,56,681 62,10,95,66,810
30-Aug-21 40,000 10.00 28.45 Cash Allotment pursuant to ESOP exercise 6,21,09,96,681 62,10,99,66,810
30-Aug-21 90,650 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,21,10,87,331 62,11,08,73,310
30-Aug-21 75,000 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,21,11,62,331 62,11,16,23,310
30-Aug-21 34,120 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,21,11,96,451 62,11,19,64,510
30-Aug-21 13,546 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,21,12,09,997 62,11,20,99,970
30-Aug-21 2,475 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,12,12,472 62,11,21,24,720
30-Aug-21 80,000 10.00 50.85 Cash Allotment pursuant to ESOP exercise 6,21,12,92,472 62,11,29,24,720
27-Sep-21 45,175 10.00 11.20 Cash Allotment pursuant to ESOP exercise 6,21,13,37,647 62,11,33,76,470
27-Sep-21 1,39,000 10.00 12.53 Cash Allotment pursuant to ESOP exercise 6,21,14,76,647 62,11,47,66,470
27-Sep-21 3,49,088 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,18,25,735 62,11,82,57,350
27-Sep-21 1,12,700 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,19,38,435 62,11,93,84,350
27-Sep-21 20,000 10.00 28.45 Cash Allotment pursuant to ESOP exercise 6,21,19,58,435 62,11,95,84,350
27-Sep-21 34,750 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,21,19,93,185 62,11,99,31,850
27-Sep-21 91,350 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,21,20,84,535 62,12,08,45,350
27-Sep-21 2,100 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,21,20,86,635 62,12,08,66,350
27-Sep-21 17,940 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,21,21,04,575 62,12,10,45,750
27-Sep-21 5,300 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,21,09,875 62,12,10,98,750
20-Oct-21 33,590 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,21,43,465 62,12,14,34,650
20-Oct-21 18,070 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,21,21,61,535 62,12,16,15,350
20-Oct-21 500 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,21,21,62,035 62,12,16,20,350
20-Oct-21 9,340 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,21,21,71,375 62,12,17,13,750
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214 Annexure to Notice

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Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
20-Oct-21 71,400 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,21,22,42,775 62,12,24,27,750
20-Oct-21 2,000 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,22,44,775 62,12,24,47,750
23-Nov-21 1,00,500 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,23,45,275 62,12,34,52,750
23-Nov-21 83,400 10.00 27.28 Cash Allotment pursuant to ESOP exercise 6,21,24,28,675 62,12,42,86,750
23-Nov-21 1,04,215 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,25,32,890 62,12,53,28,900
23-Nov-21 73,975 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,21,26,06,865 62,12,60,68,650
23-Nov-21 2,79,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,21,28,85,865 62,12,88,58,650
23-Nov-21 41,700 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,21,29,27,565 62,12,92,75,650
23-Nov-21 5,000 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,21,29,32,565 62,12,93,25,650
23-Nov-21 6,74,370 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,21,36,06,935 62,13,60,69,350
23-Nov-21 1,11,300 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,37,18,235 62,13,71,82,350
23-Nov-21 75,000 10.00 50.85 Cash Allotment pursuant to ESOP exercise 6,21,37,93,235 62,13,79,32,350
23-Nov-21 83,400 10.00 51.06 Cash Allotment pursuant to ESOP exercise 6,21,38,76,635 62,13,87,66,350
21-Dec-21 23,350 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,38,99,985 62,13,89,99,850
21-Dec-21 37,480 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,39,37,465 62,13,93,74,650
21-Dec-21 55,330 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,21,39,92,795 62,13,99,27,950
21-Dec-21 1,56,200 10.00 38.26 Cash Allotment pursuant to ESOP exercise 6,21,41,48,995 62,14,14,89,950
21-Dec-21 1,37,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,21,42,85,995 62,14,28,59,950
21-Dec-21 1,37,280 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,21,44,23,275 62,14,42,32,750
21-Dec-21 10,000 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,21,44,33,275 62,14,43,32,750
21-Dec-21 5,60,000 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,21,49,93,275 62,14,99,32,750
21-Dec-21 1,03,350 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,50,96,625 62,15,09,66,250
21-Dec-21 1,00,000 10.00 47.40 Cash Allotment pursuant to ESOP exercise 6,21,51,96,625 62,15,19,66,250
21-Dec-21 45,000 10.00 50.85 Cash Allotment pursuant to ESOP exercise 6,21,52,41,625 62,15,24,16,250
25-Jan-22 41,700 10.00 12.53 Cash Allotment pursuant to ESOP exercise 6,21,52,83,325 62,15,28,33,250
25-Jan-22 2,51,400 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,55,34,725 62,15,53,47,250
25-Jan-22 83,400 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,56,18,125 62,15,61,81,250
25-Jan-22 35,445 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,21,56,53,570 62,15,65,35,700
25-Jan-22 5,00,000 10.00 37.08 Cash Allotment pursuant to ESOP exercise 6,21,61,53,570 62,16,15,35,700
25-Jan-22 55,600 10.00 38.28 Cash Allotment pursuant to ESOP exercise 6,21,62,09,170 62,16,20,91,700
25-Jan-22 65,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,21,62,74,170 62,16,27,41,700
25-Jan-22 27,800 10.00 40.31 Cash Allotment pursuant to ESOP exercise 6,21,63,01,970 62,16,30,19,700
25-Jan-22 3,37,730 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,21,66,39,700 62,16,63,97,000
25-Jan-22 34,620 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,21,66,74,320 62,16,67,43,200
25-Jan-22 4,200 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,21,66,78,520 62,16,67,85,200
25-Jan-22 11,550 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,66,90,070 62,16,69,00,700
17-Feb-22 4,51,750 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,71,41,820 62,17,14,18,200
17-Feb-22 7,150 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,71,48,970 62,17,14,89,700
17-Feb-22 77,840 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,21,72,26,810 62,17,22,68,100
17-Feb-22 3,89,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,21,76,15,810 62,17,61,58,100
17-Feb-22 20,850 10.00 44.60 Cash Allotment pursuant to ESOP exercise 6,21,76,36,660 62,17,63,66,600
17-Feb-22 12,450 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,76,49,110 62,17,64,91,100
16-Mar-22 25,500 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,76,74,610 62,17,67,46,100
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NCLT convened Meeting - Equity Shareholders 215

IDFC FIRST Bank LImITeD

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Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
16-Mar-22 10,700 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,76,85,310 62,17,68,53,100
16-Mar-22 15,500 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,21,77,00,810 62,17,70,08,100
16-Mar-22 3,750 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,77,04,560 62,17,70,45,600
16-Mar-22 3,750 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,21,77,08,310 62,17,70,83,100
20-Apr-22 1,30,000 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,78,38,310 62,17,83,83,100
20-Apr-22 36,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,21,78,74,310 62,17,87,43,100
20-Apr-22 75,000 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,79,49,310 62,17,94,93,100
20-Apr-22 4,560 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,21,79,53,870 62,17,95,38,700
20-Apr-22 1,00,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,21,80,53,870 62,18,05,38,700
19-May-22 1,66,488 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,82,20,358 62,18,22,03,580
19-May-22 69,500 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,82,89,858 62,18,28,98,580
19-May-22 1,050 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,21,82,90,908 62,18,29,09,080
19-May-22 1,050 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,21,82,91,958 62,18,29,19,580
17-Jun-22 6,60,974 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,89,52,932 62,18,95,29,320
17-Jun-22 1,33,500 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,21,90,86,432 62,19,08,64,320
18-Jul-22 1,99,500 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,21,92,85,932 62,19,28,59,320
19-Aug-22 7,39,400 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,22,00,25,332 62,20,02,53,320
19-Aug-22 1,40,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,22,01,65,332 62,20,16,53,320
19-Aug-22 40,000 10.00 30.60 Cash Allotment pursuant to ESOP exercise 6,22,02,05,332 62,20,20,53,320
19-Aug-22 25,020 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,22,02,30,352 62,20,23,03,520
19-Aug-22 50,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,22,02,80,352 62,20,28,03,520
19-Aug-22 1,120 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,22,02,81,472 62,20,28,14,720
22-Sep-22 1,89,075 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,22,04,70,547 62,20,47,05,470
22-Sep-22 20,000 10.00 28.45 Cash Allotment pursuant to ESOP exercise 6,22,04,90,547 62,20,49,05,470
22-Sep-22 2,44,640 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,22,07,35,187 62,20,73,51,870
22-Sep-22 3,49,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,22,10,84,187 62,21,08,41,870
22-Sep-22 86,800 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,22,11,70,987 62,21,17,09,870
22-Sep-22 1,63,700 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,22,13,34,687 62,21,33,46,870
22-Sep-22 2,800 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,22,13,37,487 62,21,33,74,870
18-Oct-22 2,19,700 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,22,15,57,187 62,21,55,71,870
18-Oct-22 12,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,22,15,69,187 62,21,56,91,870
18-Oct-22 10,425 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,22,15,79,612 62,21,57,96,120
18-Oct-22 5,32,750 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,22,21,12,362 62,22,11,23,620
18-Oct-22 25,800 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,22,21,38,162 62,22,13,81,620
18-Oct-22 1,16,400 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,22,22,54,562 62,22,25,45,620
18-Oct-22 20,600 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,22,22,75,162 62,22,27,51,620
18-Oct-22 27,475 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,22,23,02,637 62,22,30,26,370
01-Nov-22 1,00,00,000 10.00 14.89 Cash Allotment pursuant to ESOP exercise 6,23,23,02,637 62,32,30,26,370
23-Nov-22 2,06,250 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,23,25,08,887 62,32,50,88,870
23-Nov-22 67,415 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,23,25,76,302 62,32,57,63,020
23-Nov-22 2,09,250 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,23,27,85,552 62,32,78,55,520
23-Nov-22 1,40,000 10.00 43.30 Cash Allotment pursuant to ESOP exercise 6,23,29,25,552 62,32,92,55,520
23-Nov-22 46,175 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,23,29,71,727 62,32,97,17,270
----- End of picture text -----

216 Annexure to Notice

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----- Start of picture text -----

Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
23-Nov-22 5,15,490 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,23,34,87,217 62,33,48,72,170
23-Nov-22 23,400 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,23,35,10,617 62,33,51,06,170
23-Nov-22 3,00,000 10.00 47.40 Cash Allotment pursuant to ESOP exercise 6,23,38,10,617 62,33,81,06,170
23-Nov-22 20,200 10.00 47.80 Cash Allotment pursuant to ESOP exercise 6,23,38,30,817 62,33,83,08,170
23-Nov-22 11,120 10.00 51.06 Cash Allotment pursuant to ESOP exercise 6,23,38,41,937 62,33,84,19,370
23-Nov-22 16,975 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,23,38,58,912 62,33,85,89,120
23-Nov-22 1,960 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,23,38,60,872 62,33,86,08,720
19-Dec-22 4,65,650 10.00 14.64 Cash Allotment pursuant to ESOP exercise 6,23,43,26,522 62,34,32,65,220
19-Dec-22 2,18,050 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,23,45,44,572 62,34,54,45,720
19-Dec-22 13,900 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,23,45,58,472 62,34,55,84,720
19-Dec-22 40,000 10.00 28.45 Cash Allotment pursuant to ESOP exercise 6,23,45,98,472 62,34,59,84,720
19-Dec-22 24,450 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,23,46,22,922 62,34,62,29,220
19-Dec-22 66,500 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,23,46,89,422 62,34,68,94,220
19-Dec-22 77,030 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,23,47,66,452 62,34,76,64,520
19-Dec-22 45,900 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,23,48,12,352 62,34,81,23,520
19-Dec-22 19,700 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,23,48,32,052 62,34,83,20,520
19-Dec-22 9,00,000 10.00 47.40 Cash Allotment pursuant to ESOP exercise 6,23,57,32,052 62,35,73,20,520
19-Dec-22 20,000 10.00 47.80 Cash Allotment pursuant to ESOP exercise 6,23,57,52,052 62,35,75,20,520
19-Dec-22 1,11,200 10.00 50.04 Cash Allotment pursuant to ESOP exercise 6,23,58,63,252 62,35,86,32,520
19-Dec-22 5,30,980 10.00 51.06 Cash Allotment pursuant to ESOP exercise 6,23,63,94,232 62,36,39,42,320
19-Dec-22 2,85,250 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,23,66,79,482 62,36,67,94,820
19-Dec-22 13,510 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,23,66,92,992 62,36,69,29,920
17-Jan-23 68,170 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,23,67,61,162 62,36,76,11,620
17-Jan-23 9,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,23,67,70,162 62,36,77,01,620
17-Jan-23 62,880 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,23,68,33,042 62,36,83,30,420
17-Jan-23 2,81,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,23,71,14,042 62,37,11,40,420
17-Jan-23 78,915 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,23,71,92,957 62,37,19,29,570
17-Jan-23 3,020 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,23,71,95,977 62,37,19,59,770
17-Jan-23 18,800 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,23,72,14,777 62,37,21,47,770
17-Jan-23 5,650 10.00 47.35 Cash Allotment pursuant to ESOP exercise 6,23,72,20,427 62,37,22,04,270
17-Jan-23 4,50,000 10.00 47.40 Cash Allotment pursuant to ESOP exercise 6,23,76,70,427 62,37,67,04,270
17-Jan-23 19,800 10.00 47.80 Cash Allotment pursuant to ESOP exercise 6,23,76,90,227 62,37,69,02,270
17-Jan-23 12,500 10.00 48.70 Cash Allotment pursuant to ESOP exercise 6,23,77,02,727 62,37,70,27,270
17-Jan-23 37,500 10.00 50.80 Cash Allotment pursuant to ESOP exercise 6,23,77,40,227 62,37,74,02,270
17-Jan-23 5,28,130 10.00 51.06 Cash Allotment pursuant to ESOP exercise 6,23,82,68,357 62,38,26,83,570
17-Jan-23 3,03,250 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,23,85,71,607 62,38,57,16,070
17-Jan-23 39,760 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,23,86,11,367 62,38,61,13,670
22-Feb-23 1,87,600 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,23,87,98,967 62,38,79,89,670
22-Feb-23 83,400 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,23,88,82,367 62,38,88,23,670
22-Feb-23 93,485 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,23,89,75,852 62,38,97,58,520
22-Feb-23 1,09,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,23,90,84,852 62,39,08,48,520
22-Feb-23 13,900 10.00 40.31 Cash Allotment pursuant to ESOP exercise 6,23,90,98,752 62,39,09,87,520
22-Feb-23 42,865 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,23,91,41,617 62,39,14,16,170
----- End of picture text -----

NCLT convened Meeting - Equity Shareholders 217

IDFC FIRST Bank LImITeD

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Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
22-Feb-23 800 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,23,91,42,417 62,39,14,24,170
22-Feb-23 8,800 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,23,91,51,217 62,39,15,12,170
22-Feb-23 31,250 10.00 47.10 Cash Allotment pursuant to ESOP exercise 6,23,91,82,467 62,39,18,24,670
22-Feb-23 1,200 10.00 47.35 Cash Allotment pursuant to ESOP exercise 6,23,91,83,667 62,39,18,36,670
22-Feb-23 3,50,000 10.00 47.40 Cash Allotment pursuant to ESOP exercise 6,23,95,33,667 62,39,53,36,670
22-Feb-23 60,000 10.00 47.80 Cash Allotment pursuant to ESOP exercise 6,23,95,93,667 62,39,59,36,670
22-Feb-23 18,070 10.00 51.06 Cash Allotment pursuant to ESOP exercise 6,23,96,11,737 62,39,61,17,370
22-Feb-23 1,57,500 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,23,97,69,237 62,39,76,92,370
22-Feb-23 45,875 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,23,98,15,112 62,39,81,51,120
18-Mar-23 67,600 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,23,98,82,712 62,39,88,27,120
18-Mar-23 23,300 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,23,99,06,012 62,39,90,60,120
18-Mar-23 33,500 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,23,99,39,512 62,39,93,95,120
18-Mar-23 62,500 10.00 45.20 Cash Allotment pursuant to ESOP exercise 6,24,00,02,012 62,40,00,20,120
18-Mar-23 55,995 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,24,00,58,007 62,40,05,80,070
18-Mar-23 5,000 10.00 45.60 Cash Allotment pursuant to ESOP exercise 6,24,00,63,007 62,40,06,30,070
18-Mar-23 800 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,24,00,63,807 62,40,06,38,070
18-Mar-23 45,900 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,24,01,09,707 62,40,10,97,070
18-Mar-23 4,80,000 10.00 47.40 Cash Allotment pursuant to ESOP exercise 6,24,05,89,707 62,40,58,97,070
18-Mar-23 31,250 10.00 49.10 Cash Allotment pursuant to ESOP exercise 6,24,06,20,957 62,40,62,09,570
23-Mar-23 37,75,00,859 10.00 58.18 Cash Allotment pursuant to Preferential Issue 6,61,81,21,816 66,18,12,18,160
19-Apr-23 34,000 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,61,81,55,816 66,18,15,58,160
19-Apr-23 1,450 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,61,81,57,266 66,18,15,72,660
19-Apr-23 17,600 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,61,81,74,866 66,18,17,48,660
19-Apr-23 40,000 10.00 44.55 Cash Allotment pursuant to ESOP exercise 6,61,82,14,866 66,18,21,48,660
19-Apr-23 1,18,935 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,61,83,33,801 66,18,33,38,010
19-Apr-23 15,000 10.00 45.60 Cash Allotment pursuant to ESOP exercise 6,61,83,48,801 66,18,34,88,010
19-Apr-23 2,400 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,61,83,51,201 66,18,35,12,010
19-Apr-23 23,200 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,61,83,74,401 66,18,37,44,010
19-Apr-23 5,00,000 10.00 47.40 Cash Allotment pursuant to ESOP exercise 6,61,88,74,401 66,18,87,44,010
19-Apr-23 62,500 10.00 47.85 Cash Allotment pursuant to ESOP exercise 6,61,89,36,901 66,18,93,69,010
19-Apr-23 2,00,000 10.00 51.13 Cash Allotment pursuant to ESOP exercise 6,61,91,36,901 66,19,13,69,010
19-Apr-23 4,200 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,61,91,41,101 66,19,14,11,010
19-Apr-23 3,750 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,61,91,44,851 66,19,14,48,510
20-May-23 10,42,500 10.00 11.20 Cash Allotment pursuant to ESOP exercise 6,62,01,87,351 66,20,18,73,510
20-May-23 27,800 10.00 12.53 Cash Allotment pursuant to ESOP exercise 6,62,02,15,151 66,20,21,51,510
20-May-23 3,40,250 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,62,05,55,401 66,20,55,54,010
20-May-23 3,80,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,62,09,35,401 66,20,93,54,010
20-May-23 1,80,700 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,62,11,16,101 66,21,11,61,010
20-May-23 2,34,910 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,62,13,51,011 66,21,35,10,110
20-May-23 5,24,314 10.00 39.50 Cash Allotment pursuant to ESOP exercise 6,62,18,75,325 66,21,87,53,250
20-May-23 2,41,500 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,62,21,16,825 66,22,11,68,250
20-May-23 9,45,966 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,62,30,62,791 66,23,06,27,910
20-May-23 97,240 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,62,31,60,031 66,23,16,00,310
----- End of picture text -----

218 Annexure to Notice

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----- Start of picture text -----

Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
20-May-23 4,85,300 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,62,36,45,331 66,23,64,53,310
20-May-23 14,20,000 10.00 47.40 Cash Allotment pursuant to ESOP exercise 6,62,50,65,331 66,25,06,53,310
20-May-23 20,000 10.00 47.80 Cash Allotment pursuant to ESOP exercise 6,62,50,85,331 66,25,08,53,310
20-May-23 3,17,368 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,62,54,02,699 66,25,40,26,990
20-May-23 41,865 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,62,54,44,564 66,25,44,45,640
22-Jun-23 34,750 10.00 11.2 Cash Allotment pursuant to ESOP exercise 6,62,54,79,314 66,25,47,93,140
22-Jun-23 6,61,475 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,62,61,40,789 66,26,14,07,890
22-Jun-23 30,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,62,61,70,789 66,26,17,07,890
22-Jun-23 30,000 10.00 28.45 Cash Allotment pursuant to ESOP exercise 6,62,62,00,789 66,26,20,07,890
22-Jun-23 40,000 10.00 30.6 Cash Allotment pursuant to ESOP exercise 6,62,62,40,789 66,26,24,07,890
22-Jun-23 1,39,170 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,62,63,79,959 66,26,37,99,590
22-Jun-23 1,80,000 10.00 39.05 Cash Allotment pursuant to ESOP exercise 6,62,65,59,959 66,26,55,99,590
22-Jun-23 3,43,879 10.00 39.5 Cash Allotment pursuant to ESOP exercise 6,62,69,03,838 66,26,90,38,380
22-Jun-23 3,77,320 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,62,72,81,158 66,27,28,11,580
22-Jun-23 93,904 10.00 45.4 Cash Allotment pursuant to ESOP exercise 6,62,73,75,062 66,27,37,50,620
22-Jun-23 1,36,000 10.00 45.55 Cash Allotment pursuant to ESOP exercise 6,62,75,11,062 66,27,51,10,620
22-Jun-23 7,840 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,62,75,18,902 66,27,51,89,020
22-Jun-23 3,40,700 10.00 47 Cash Allotment pursuant to ESOP exercise 6,62,78,59,602 66,27,85,96,020
22-Jun-23 27,800 10.00 50.04 Cash Allotment pursuant to ESOP exercise 6,62,78,87,402 66,27,88,74,020
22-Jun-23 42,000 10.00 50.85 Cash Allotment pursuant to ESOP exercise 6,62,79,29,402 66,27,92,94,020
22-Jun-23 1,00,000 10.00 52.6 Cash Allotment pursuant to ESOP exercise 6,62,80,29,402 66,28,02,94,020
22-Jun-23 1,10,832 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,62,81,40,234 66,28,14,02,340
22-Jun-23 10,000 10.00 56.85 Cash Allotment pursuant to ESOP exercise 6,62,81,50,234 66,28,15,02,340
22-Jun-23 21,580 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,62,81,71,814 66,28,17,18,140
22-Jun-23 12,500 10.00 63.25 Cash Allotment pursuant to ESOP exercise 6,62,81,84,314 66,28,18,43,140
24-Jul-23 3,86,637 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,62,85,70,951 66,28,57,09,510
24-Jul-23 9,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,62,85,79,951 66,28,57,99,510
24-Jul-23 5,000 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,62,85,84,951 66,28,58,49,510
24-Jul-23 2,48,220 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,62,88,33,171 66,28,83,31,710
24-Jul-23 7,30,000 10.00 39.05 Cash Allotment pursuant to ESOP exercise 6,62,95,63,171 66,29,56,31,710
24-Jul-23 2,84,966 10.00 39.5 Cash Allotment pursuant to ESOP exercise 6,62,98,48,137 66,29,84,81,370
24-Jul-23 3,56,500 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,63,02,04,637 66,30,20,46,370
24-Jul-23 43,250 10.00 45.4 Cash Allotment pursuant to ESOP exercise 6,63,02,47,887 66,30,24,78,870
24-Jul-23 74,800 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,63,03,22,687 66,30,32,26,870
24-Jul-23 1,400 10.00 47 Cash Allotment pursuant to ESOP exercise 6,63,03,24,087 66,30,32,40,870
24-Jul-23 8,60,000 10.00 50.85 Cash Allotment pursuant to ESOP exercise 6,63,11,84,087 66,31,18,40,870
24-Jul-23 1,23,750 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,63,13,07,837 66,31,30,78,370
24-Jul-23 25,820 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,63,13,33,657 66,31,33,36,570
24-Jul-23 15,00,000 10.00 59.09 Cash Allotment pursuant to ESOP exercise 6,63,28,33,657 66,32,83,36,570
24-Jul-23 25,000 10.00 63.5 Cash Allotment pursuant to ESOP exercise 6,63,28,58,657 66,32,85,86,570
23-Aug-23 4,71,630 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,63,33,30,287 66,33,33,02,870
23-Aug-23 15,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,63,33,45,287 66,33,34,52,870
23-Aug-23 81,200 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,63,34,26,487 66,33,42,64,870
----- End of picture text -----

NCLT convened Meeting - Equity Shareholders 219

IDFC FIRST Bank LImITeD

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----- Start of picture text -----

Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
23-Aug-23 20,000 10.00 28.45 Cash Allotment pursuant to ESOP exercise 6,63,34,46,487 66,33,44,64,870
23-Aug-23 20,000 10.00 30.60 Cash Allotment pursuant to ESOP exercise 6,63,34,66,487 66,33,46,64,870
23-Aug-23 2,80,022 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,63,37,46,509 66,33,74,65,090
23-Aug-23 70,000 10.00 39.05 Cash Allotment pursuant to ESOP exercise 6,63,38,16,509 66,33,81,65,090
23-Aug-23 3,22,725 10.00 39.50 Cash Allotment pursuant to ESOP exercise 6,63,41,39,234 66,34,13,92,340
23-Aug-23 5,73,820 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,63,47,13,054 66,34,71,30,540
23-Aug-23 1,17,840 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,63,48,30,894 66,34,83,08,940
23-Aug-23 7,000 10.00 45.60 Cash Allotment pursuant to ESOP exercise 6,63,48,37,894 66,34,83,78,940
23-Aug-23 98,710 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,63,49,36,604 66,34,93,66,040
23-Aug-23 25,000 10.00 48.70 Cash Allotment pursuant to ESOP exercise 6,63,49,61,604 66,34,96,16,040
23-Aug-23 1,50,000 10.00 50.85 Cash Allotment pursuant to ESOP exercise 6,63,51,11,604 66,35,11,16,040
23-Aug-23 1,27,543 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,63,52,39,147 66,35,23,91,470
23-Aug-23 70,000 10.00 56.85 Cash Allotment pursuant to ESOP exercise 6,63,53,09,147 66,35,30,91,470
23-Aug-23 10,000 10.00 58.35 Cash Allotment pursuant to ESOP exercise 6,63,53,19,147 66,35,31,91,470
23-Aug-23 41,840 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,63,53,60,987 66,35,36,09,870
04-Sep-23 2,30,00,000 10.00 14.89 Cash Allotment pursuant to ESOP exercise 6,65,83,60,987 66,58,36,09,870
15-Sep-23 6,950 10.00 12.53 Cash Allotment pursuant to ESOP exercise 6,65,83,67,937 66,58,36,79,370
15-Sep-23 3,73,50,000 10.00 14.89 Cash Allotment pursuant to ESOP exercise 6,69,57,17,937 66,95,71,79,370
15-Sep-23 15,10,840 10.00 19.25 Cash Allotment pursuant to ESOP exercise 6,69,72,28,777 66,97,22,87,770
15-Sep-23 17,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 6,69,72,45,777 66,97,24,57,770
15-Sep-23 1,04,860 10.00 28.06 Cash Allotment pursuant to ESOP exercise 6,69,73,50,637 66,97,35,06,370
15-Sep-23 1,92,000 10.00 33.24 Cash Allotment pursuant to ESOP exercise 6,69,75,42,637 66,97,54,26,370
15-Sep-23 80,000 10.00 39.05 Cash Allotment pursuant to ESOP exercise 6,69,76,22,637 66,97,62,26,370
15-Sep-23 4,59,388 10.00 39.50 Cash Allotment pursuant to ESOP exercise 6,69,80,82,025 66,98,08,20,250
15-Sep-23 11,56,360 10.00 39.65 Cash Allotment pursuant to ESOP exercise 6,69,92,38,385 66,99,23,83,850
15-Sep-23 1,90,000 10.00 43.30 Cash Allotment pursuant to ESOP exercise 6,69,94,28,385 66,99,42,83,850
15-Sep-23 85,170 10.00 45.40 Cash Allotment pursuant to ESOP exercise 6,69,95,13,555 66,99,51,35,550
15-Sep-23 11,70,690 10.00 46.77 Cash Allotment pursuant to ESOP exercise 6,70,06,84,245 67,00,68,42,450
15-Sep-23 4,00,000 10.00 47.00 Cash Allotment pursuant to ESOP exercise 6,70,10,84,245 67,01,08,42,450
15-Sep-23 25,000 10.00 49.10 Cash Allotment pursuant to ESOP exercise 6,70,11,09,245 67,01,10,92,450
15-Sep-23 18,500 10.00 52.55 Cash Allotment pursuant to ESOP exercise 6,70,11,27,745 67,01,12,77,450
15-Sep-23 4,10,375 10.00 53.35 Cash Allotment pursuant to ESOP exercise 6,70,15,38,120 67,01,53,81,200
15-Sep-23 2,08,50,000 10.00 57.54 Cash Allotment pursuant to ESOP exercise 6,72,23,88,120 67,22,38,81,200
15-Sep-23 64,245 10.00 58.75 Cash Allotment pursuant to ESOP exercise 6,72,24,52,365 67,22,45,23,650
06-Oct-23 33,24,09,972 10.00 90.25 Cash Allotment pursuant to QIP 7,05,48,62,337 70,54,86,23,370
18-Oct-23 3,61,550 10.00 19.25 Cash Allotment pursuant to ESOP exercise 7,05,52,23,887 70,55,22,38,870
18-Oct-23 1,06,250 10.00 28.06 Cash Allotment pursuant to ESOP exercise 7,05,53,30,137 70,55,33,01,370
18-Oct-23 5,72,933 10.00 33.24 Cash Allotment pursuant to ESOP exercise 7,05,59,03,070 70,55,90,30,700
18-Oct-23 3,34,373 10.00 39.50 Cash Allotment pursuant to ESOP exercise 7,05,62,37,443 70,56,23,74,430
18-Oct-23 8,77,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 7,05,71,14,443 70,57,11,44,430
18-Oct-23 72,015 10.00 45.40 Cash Allotment pursuant to ESOP exercise 7,05,71,86,458 70,57,18,64,580
18-Oct-23 2,36,500 10.00 46.77 Cash Allotment pursuant to ESOP exercise 7,05,74,22,958 70,57,42,29,580
18-Oct-23 62,500 10.00 47.85 Cash Allotment pursuant to ESOP exercise 7,05,74,85,458 70,57,48,54,580
----- End of picture text -----

220 Annexure to Notice

==> picture [505 x 506] intentionally omitted <==

----- Start of picture text -----

Date of No of Equity Face Issue Consideration Nature of Allotment Cumulative
allotment Shares Value Price
( ) ( ) No of Equity Equity Share
Shares Capital
( ` )
18-Oct-23 13,500 10.00 52.35 Cash Allotment pursuant to ESOP exercise 7,05,74,98,958 70,57,49,89,580
18-Oct-23 1,62,050 10.00 53.35 Cash Allotment pursuant to ESOP exercise 7,05,76,61,008 70,57,66,10,080
18-Oct-23 12,500 10.00 58.40 Cash Allotment pursuant to ESOP exercise 7,05,76,73,508 70,57,67,35,080
18-Oct-23 84,460 10.00 58.75 Cash Allotment pursuant to ESOP exercise 7,05,77,57,968 70,57,75,79,680
18-Oct-23 25,000 10.00 72.80 Cash Allotment pursuant to ESOP exercise 7,05,77,82,968 70,57,78,29,680
18-Nov-23 3,75,224 10.00 19.25 Cash Allotment pursuant to ESOP exercise 7,05,81,58,192 70,58,15,81,920
18-Nov-23 2,20,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 7,05,83,78,192 70,58,37,81,920
18-Nov-23 1,00,000 10.00 32.95 Cash Allotment pursuant to ESOP exercise 7,05,84,78,192 70,58,47,81,920
18-Nov-23 4,94,885 10.00 33.24 Cash Allotment pursuant to ESOP exercise 7,05,89,73,077 70,58,97,30,770
18-Nov-23 3,34,629 10.00 39.50 Cash Allotment pursuant to ESOP exercise 7,05,93,07,706 70,59,30,77,060
18-Nov-23 13,25,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 7,06,06,32,706 70,60,63,27,060
18-Nov-23 13,900 10.00 40.31 Cash Allotment pursuant to ESOP exercise 7,06,06,46,606 70,60,64,66,060
18-Nov-23 46,320 10.00 45.40 Cash Allotment pursuant to ESOP exercise 7,06,06,92,926 70,60,69,29,260
18-Nov-23 5,85,170 10.00 46.77 Cash Allotment pursuant to ESOP exercise 7,06,12,78,096 70,61,27,80,960
18-Nov-23 80,000 10.00 47.80 Cash Allotment pursuant to ESOP exercise 7,06,13,58,096 70,61,35,80,960
18-Nov-23 3,000 10.00 52.35 Cash Allotment pursuant to ESOP exercise 7,06,13,61,096 70,61,36,10,960
18-Nov-23 1,27,550 10.00 53.35 Cash Allotment pursuant to ESOP exercise 7,06,14,88,646 70,61,48,86,460
18-Nov-23 35,545 10.00 58.75 Cash Allotment pursuant to ESOP exercise 7,06,15,24,191 70,61,52,41,910
18-Nov-23 20,000 10.00 74.20 Cash Allotment pursuant to ESOP exercise 7,06,15,44,191 70,61,54,41,910
19-Dec-23 6,24,000 10.00 19.25 Cash Allotment pursuant to ESOP exercise 7,06,21,68,191 70,62,16,81,910
19-Dec-23 1,00,000 10.00 21.75 Cash Allotment pursuant to ESOP exercise 7,06,22,68,191 70,62,26,81,910
19-Dec-23 3,000 10.00 28.06 Cash Allotment pursuant to ESOP exercise 7,06,22,71,191 70,62,27,11,910
19-Dec-23 54,065 10.00 33.24 Cash Allotment pursuant to ESOP exercise 7,06,23,25,256 70,62,32,52,560
19-Dec-23 21,00,000 10.00 39.05 Cash Allotment pursuant to ESOP exercise 7,06,44,25,256 70,64,42,52,560
19-Dec-23 5,09,554 10.00 39.50 Cash Allotment pursuant to ESOP exercise 7,06,49,34,810 70,64,93,48,100
19-Dec-23 8,43,000 10.00 39.65 Cash Allotment pursuant to ESOP exercise 7,06,57,77,810 70,65,77,78,100
19-Dec-23 1,02,375 10.00 45.40 Cash Allotment pursuant to ESOP exercise 7,06,58,80,185 70,65,88,01,850
19-Dec-23 3,000 10.00 45.60 Cash Allotment pursuant to ESOP exercise 7,06,58,83,185 70,65,88,31,850
19-Dec-23 1,200 10.00 46.77 Cash Allotment pursuant to ESOP exercise 7,06,58,84,385 70,65,88,43,850
19-Dec-23 1,00,000 10.00 47.40 Cash Allotment pursuant to ESOP exercise 7,06,59,84,385 70,65,98,43,850
19-Dec-23 7,72,850 10.00 53.35 Cash Allotment pursuant to ESOP exercise 7,06,67,57,235 70,66,75,72,350
19-Dec-23 59,230 10.00 58.75 Cash Allotment pursuant to ESOP exercise 7,06,68,16,465 70,66,81,64,650
31-Dec-23 Share Capital remains same as on December 31, 2023 7,06,68,16,465 70,66,81,64,650
----- End of picture text -----

NCLT convened Meeting - Equity Shareholders 221

IDFC FIRST Bank LImITeD

==> picture [57 x 19] intentionally omitted <==

Details of Capital evolution of IDFC Financial Holding Company Limited (Transferor Company)

Date of allotment	No of Equity Shares	Face Value (₹)	Issue Price (₹)	Consideration	Nature of Allotment	Cumulative	Cumulative
						No of Equity Shares	Equity Share Capital(₹)
November 7,2014	5,000,000	10.00	10.00	Cash	Initial Capital	5,000,000	50,000,000
July7,2014	5,000,000,000	10.00	10.00	Cash	Initial Capital	5,005,000,000	50,050,000,000
July9,2014	1,600,000,000	10.00	10.00	Cash	Initial Capital	6,605,000,000	66,050,000,000
September 30,2015	2,180,000,000	10.00	10.00	Cash	Fresh Issue	8,785,000,000	87,850,000,000
March 17,2017	244,240,000	10.00	10.00	Cash	Fresh Issue	9,029,240,000	90,292,400,000

222 Annexure to Notice

==> picture [67 x 33] intentionally omitted <==

Details of Capital evolution of IDFC Limited (Transferee / Amalgamating Company)

Date of allotment	No of Equity Shares	Face Value (₹)	Issue Price (₹)	Consideration	Nature of Allotment	Cumulative	Cumulative
						No of Equity Shares	Equity Share Capital (₹)
February20,1997	2,000,000	10.00	10.00	Cash	Initial Capital	2,000,000	20,000,000
March 30,1998	998,000,000	10.00	10.00	Cash	Initial Capital	1,000,000,000	10,000,000,000
May16,2005	2,453,512	10.00	17.48	Cash	ESPS	1,002,453,512	10,024,535,120
August 5,2005	120,000,000	10.00	34.00	Cash	Fresh Issue	1,122,453,512	11,224,535,120
July7,2006	2,947,194	10.00	17.48	Cash	ESOS	1,125,400,706	11,254,007,060
October 6,2006	77,573	10.00	17.48	Cash	ESOS	1,125,478,279	11,254,782,790
January29,2007	73,207	10.00	17.48	Cash	ESOS	1,125,551,486	11,255,514,860
March 31,2007	376,564	10.00	17.48	Cash	ESOS	1,125,928,050	11,259,280,500
June 4,2007	2,540,827	10.00	17.48	Cash	ESOS	1,128,468,877	11,284,688,770
July11,2007	165,354,330	10.00	127.00	Cash	QIP	1,293,823,207	12,938,232,070
July23,2007	221,116	10.00	17.48	Cash	ESOS	1,294,044,323	12,940,443,230
August 7,2007	191,940	10.00	17.48	Cash	ESOS	1,294,236,263	12,942,362,630
December 6,2007	62,700	10.00	17.48	Cash	ESOS	1,294,298,963	12,942,989,630
June 16,2008	918,038	10.00	17.48	Cash	ESOS	1,295,217,001	12,952,170,010
December 11,2008	59,060	10.00	17.48	Cash	ESOS	1,295,276,061	12,952,760,610
April 29,2009	30,000	10.00	17.48	Cash	ESOS	1,295,306,061	12,953,060,610
June 23,2009	188,252	10.00	17.48	Cash	ESOS	1,295,494,313	12,954,943,130
June 23,2009	4,800	10.00	121.64	Cash	ESOS	1,295,499,113	12,954,991,130
October 23,2009	576,781	10.00	17.48	Cash	ESOS	1,296,075,894	12,960,758,940
October 23,2009	5,210	10.00	121.64	Cash	ESOS	1,296,081,104	12,960,811,040
October 23,2009	9,000	10.00	138.80	Cash	ESOS	1,296,090,104	12,960,901,040
December 28,2009	481,417	10.00	17.48	Cash	ESOS	1,296,571,521	12,965,715,210
December 28,2009	4,000	10.00	55.43	Cash	ESOS	1,296,575,521	12,965,755,210
December 28,2009	1,240	10.00	121.64	Cash	ESOS	1,296,576,761	12,965,767,610
February19,2010	88,891	10.00	17.48	Cash	ESOS	1,296,665,652	12,966,656,520
February19,2010	4,500	10.00	55.43	Cash	ESOS	1,296,670,152	12,966,701,520
February19,2010	620	10.00	121.64	Cash	ESOS	1,296,670,772	12,966,707,720
March 24,2010	647,646	10.00	17.48	Cash	ESOS	1,297,318,418	12,973,184,180
March 24,2010	3,262,475	10.00	50.05	Cash	ESOS	1,300,580,893	13,005,808,930
March 24,2010	500	10.00	146.06	Cash	ESOS	1,300,581,393	13,005,813,930
March 24,2010	30,000	10.00	121.64	Cash	ESOS	1,300,611,393	13,006,113,930
March 24,2010	1,000	10.00	55.43	Cash	ESOS	1,300,612,393	13,006,123,930
April 13,2010	216,799	10.00	17.48	Cash	ESOS	1,300,829,192	13,008,291,920
April 13,2010	290,000	10.00	50.05	Cash	ESOS	1,301,119,192	13,011,191,920

NCLT convened Meeting - Equity Shareholders 223

IDFC FIRST Bank LImITeD

==> picture [67 x 32] intentionally omitted <==

April 13,2010	3,500	10.00	55.43	Cash	ESOS	1,301,122,692	13,011,226,920
April 13,2010	6,000	10.00	78.68	Cash	ESOS	1,301,128,692	13,011,286,920
May19,2010	100,271	10.00	17.48	Cash	ESOS	1,301,228,963	13,012,289,630
May19,2010	372,705	10.00	50.05	Cash	ESOS	1,301,601,668	13,016,016,680
May19,2010	3,500	10.00	55.43	Cash	ESOS	1,301,605,168	13,016,051,680
May19,2010	12,000	10.00	72.84	Cash	ESOS	1,301,617,168	13,016,171,680
May19,2010	13,500	10.00	121.46	Cash	ESOS	1,301,630,668	13,016,306,680
May19,2010	14,000	10.00	146.06	Cash	ESOS	1,301,644,668	13,016,446,680
July7,2010	157,752,090	10.00	168.25	Cash	QIP	1,459,396,758	14,593,967,580
July14,2010	170,036	10.00	17.48	Cash	ESOS	1,459,566,794	14,595,667,940
July14,2010	6,000	10.00	55.43	Cash	ESOS	1,459,572,794	14,595,727,940
July14,2010	23,575	10.00	121.64	Cash	ESOS	1,459,596,369	14,595,963,690
July14,2010	188,250	10.00	50.05	Cash	ESOS	1,459,784,619	14,597,846,190
July14,2010	15,000	10.00	146.06	Cash	ESOS	1,459,799,619	14,597,996,190
August 27,2010	106,850	10.00	50.05	Cash	ESOS	1,459,906,469	14,599,064,690
August 27,2010	14,355	10.00	121.64	Cash	ESOS	1,459,920,824	14,599,208,240
August 27,2010	3,900	10.00	17.48	Cash	ESOS	1,459,924,724	14,599,247,240
August 27,2010	6,000	10.00	76.68	Cash	ESOS	1,459,930,724	14,599,307,240
August 27,2010	9,000	10.00	138.80	Cash	ESOS	1,459,939,724	14,599,397,240
August 27,2010	51,000	10.00	146.06	Cash	ESOS	1,459,990,724	14,599,907,240
August 27,2010	5,500	10.00	131.70	Cash	ESOS	1,459,996,224	14,599,962,240
October 14,2010	5,000	10.00	17.48	Cash	ESOS	1,460,001,224	14,600,012,240
October 14,2010	26,500	10.00	50.05	Cash	ESOS	1,460,027,724	14,600,277,240
October 14,2010	15,500	10.00	121.64	Cash	ESOS	1,460,043,224	14,600,432,240
October 14,2010	33,500	10.00	146.06	Cash	ESOS	1,460,076,724	14,600,767,240
October 14,2010	500	10.00	131.70	Cash	ESOS	1,460,077,224	14,600,772,240
November 10,2010	40,000	10.00	50.05	Cash	ESOS	1,460,117,224	14,601,172,240
November 10,2010	22,524	10.00	17.48	Cash	ESOS	1,460,139,748	14,601,397,480
November 10,2010	234,420	10.00	121.64	Cash	ESOS	1,460,374,168	14,603,741,680
November 10,2010	6,750	10.00	146.06	Cash	ESOS	1,460,380,918	14,603,809,180
November 10,2010	2,000	10.00	55.43	Cash	ESOS	1,460,382,918	14,603,829,180
December 21,2010	60,000	10.00	17.48	Cash	ESOS	1,460,442,918	14,604,429,180
December 21,2010	174,500	10.00	50.05	Cash	ESOS	1,460,617,418	14,606,174,180
December 21,2010	12,000	10.00	55.43	Cash	ESOS	1,460,629,418	14,606,294,180
December 21,2010	127,480	10.00	121.64	Cash	ESOS	1,460,756,898	14,607,568,980
December 21,2010	8,500	10.00	146.06	Cash	ESOS	1,460,765,398	14,607,653,980
January27,2011	11,500	10.00	17.48	Cash	ESOS	1,460,776,898	14,607,768,980
January27,2011	52,300	10.00	50.05	Cash	ESOS	1,460,829,198	14,608,291,980
January27,2011	6,500	10.00	55.43	Cash	ESOS	1,460,835,698	14,608,356,980
January27,2011	20,000	10.00	85.60	Cash	ESOS	1,460,855,698	14,608,556,980
January27,2011	74,850	10.00	121.64	Cash	ESOS	1,460,930,548	14,609,305,480

224 Annexure to Notice

==> picture [67 x 33] intentionally omitted <==

January27,2011	15,000	10.00	137.85	Cash	ESOS	1,460,945,548	14,609,455,480
January27,2011	2,000	10.00	146.06	Cash	ESOS	1,460,947,548	14,609,475,480
April 5,2011	68,067	10.00	17.48	Cash	ESOS	1,461,015,615	14,610,156,150
April 5,2011	793,025	10.00	50.05	Cash	ESOS	1,461,808,640	14,618,086,400
April 5,2011	1,000	10.00	55.43	Cash	ESOS	1,461,809,640	14,618,096,400
April 5,2011	1,500	10.00	121.64	Cash	ESOS	1,461,811,140	14,618,111,400
April 5,2011	2,100	10.00	146.06	Cash	ESOS	1,461,813,240	14,618,132,400
June 8,2011	228,205	10.00	17.48	Cash	ESOS	1,462,041,445	14,620,414,450
June 8,2011	666,725	10.00	50.05	Cash	ESOS	1,462,708,170	14,627,081,700
June 8,2011	2,000	10.00	55.43	Cash	ESOS	1,462,710,170	14,627,101,700
June 8,2011	49,174	10.00	115.91	Cash	ESOS	1,462,759,344	14,627,593,440
June 8,2011	12,200	10.00	121.64	Cash	ESOS	1,462,771,544	14,627,715,440
June 8,2011	33	10.00	146.06	Cash	ESOS	1,462,771,577	14,627,715,770
July6,2011	13,643	10.00	17.48	Cash	ESOS	1,462,785,220	14,627,852,200
July6,2011	112,150	10.00	50.05	Cash	ESOS	1,462,897,370	14,628,973,700
July6,2011	70,000	10.00	85.60	Cash	ESOS	1,462,967,370	14,629,673,700
July6,2011	39,469	10.00	115.91	Cash	ESOS	1,463,006,839	14,630,068,390
July6,2011	1,000	10.00	121.64	Cash	ESOS	1,463,007,839	14,630,078,390
September 6,2011	2,000	10.00	17.48	Cash	ESOS	1,463,009,839	14,630,098,390
September 6,2011	287,250	10.00	50.05	Cash	ESOS	1,463,297,089	14,632,970,890
September 6,2011	8,000	10.00	76.68	Cash	ESOS	1,463,305,089	14,633,050,890
September 6,2011	19,411	10.00	115.91	Cash	ESOS	1,463,324,500	14,633,245,000
September 6,2011	2,500	10.00	121.64	Cash	ESOS	1,463,327,000	14,633,270,000
December 3,2011	29,000	10.00	17.48	Cash	ESOS	1,463,356,000	14,633,560,000
December 3,2011	154,225	10.00	50.05	Cash	ESOS	1,463,510,225	14,635,102,250
December 3,2011	27,111	10.00	115.91	Cash	ESOS	1,463,537,336	14,635,373,360
January16,2012	5,000	10.00	55.43	Cash	ESOS	1,463,542,336	14,635,423,360
January16,2012	486,000	10.00	50.05	Cash	ESOS	1,464,028,336	14,640,283,360
January16,2012	53,310	10.00	17.48	Cash	ESOS	1,464,081,646	14,640,816,460
February 11, 2012	47,727,272	10.00	176.00	Cash	CCCPS Conversion	1,511,808,918	15,118,089,180
March 7,2012	103,850	10.00	115.91	Cash	ESOS	1,511,912,768	15,119,127,680
March 7,2012	450,000	10.00	50.05	Cash	ESOS	1,512,362,768	15,123,627,680
April 12,2012	12,682	10.00	115.91	Cash	ESOS	1,512,375,450	15,123,754,500
April 12,2012	91,000	10.00	50.05	Cash	ESOS	1,512,466,450	15,124,664,500
June 20,2012	53,244	10.00	17.48	Cash	ESOS	1,512,519,694	15,125,196,940
June 20,2012	730,500	10.00	50.05	Cash	ESOS	1,513,250,194	15,132,501,940
June 20,2012	5,000	10.00	55.43	Cash	ESOS	1,513,255,194	15,132,551,940
June 20,2012	60,000	10.00	85.60	Cash	ESOS	1,513,315,194	15,133,151,940
June 20,2012	2,718	10.00	115.91	Cash	ESOS	1,513,317,912	15,133,179,120
June 20,2012	1,800	10.00	121.64	Cash	ESOS	1,513,319,712	15,133,197,120

NCLT convened Meeting - Equity Shareholders 225

IDFC FIRST Bank LImITeD

==> picture [68 x 33] intentionally omitted <==

October 9,2012	13,228	10.00	17.48	Cash	ESOS	1,513,332,940	15,133,329,400
October 9,2012	123,000	10.00	50.05	Cash	ESOS	1,513,455,940	15,134,559,400
October 9,2012	3,000	10.00	55.43	Cash	ESOS	1,513,458,940	15,134,589,400
October 9,2012	151,253	10.00	115.91	Cash	ESOS	1,513,610,193	15,136,101,930
October 9,2012	1,000	10.00	121.64	Cash	ESOS	1,513,611,193	15,136,111,930
October 9,2012	12,000	10.00	138.80	Cash	ESOS	1,513,623,193	15,136,231,930
November 15,2012	68,250	10.00	50.05	Cash	ESOS	1,513,691,443	15,136,914,430
November 15,2012	2,000	10.00	54.43	Cash	ESOS	1,513,693,443	15,136,934,430
November 15,2012	75,000	10.00	110.36	Cash	ESOS	1,513,768,443	15,137,684,430
November 15,2012	388,666	10.00	115.91	Cash	ESOS	1,514,157,109	15,141,571,090
November 15,2012	4,000	10.00	121.64	Cash	ESOS	1,514,161,109	15,141,611,090
November 15,2012	4,000	10.00	131.70	Cash	ESOS	1,514,165,109	15,141,651,090
December 17,2012	32,500	10.00	50.05	Cash	ESOS	1,514,197,609	15,141,976,090
December 17,2012	22,500	10.00	115.90	Cash	ESOS	1,514,220,109	15,142,201,090
December 17,2012	142,888	10.00	115.91	Cash	ESOS	1,514,362,997	15,143,629,970
December 17,2012	5,000	10.00	121.64	Cash	ESOS	1,514,367,997	15,143,679,970
December 17,2012	5,500	10.00	146.06	Cash	ESOS	1,514,373,497	15,143,734,970
January15,2013	5,000	10.00	50.05	Cash	ESOS	1,514,378,497	15,143,784,970
January15,2013	1,000	10.00	55.43	Cash	ESOS	1,514,379,497	15,143,794,970
January15,2013	29,889	10.00	115.90	Cash	ESOS	1,514,409,386	15,144,093,860
January15,2013	7,750	10.00	121.64	Cash	ESOS	1,514,417,136	15,144,171,360
January15,2013	8,500	10.00	146.06	Cash	ESOS	1,514,425,636	15,144,256,360
February18,2013	18,216	10.00	17.48	Cash	ESOS	1,514,443,852	15,144,438,520
February18,2013	2,000	10.00	55.43	Cash	ESOS	1,514,445,852	15,144,458,520
February18,2013	167,277	10.00	115.91	Cash	ESOS	1,514,613,129	15,146,131,290
February18,2013	114,500	10.00	121.64	Cash	ESOS	1,514,727,629	15,147,276,290
May6,2013	35,201	10.00	17.48	Cash	ESOS	1,514,762,830	15,147,628,300
May6,2013	12,000	10.00	50.05	Cash	ESOS	1,514,774,830	15,147,748,300
May6,2013	4,000	10.00	55.43	Cash	ESOS	1,514,778,830	15,147,788,300
May6,2013	19,698	10.00	115.91	Cash	ESOS	1,514,798,528	15,147,985,280
May6,2013	2,400	10.00	121.64	Cash	ESOS	1,514,800,928	15,148,009,280
June 17,2013	5,824	10.00	17.48	Cash	ESOS	1,514,806,752	15,148,067,520
June 17,2013	19,500	10.00	50.05	Cash	ESOS	1,514,826,252	15,148,262,520
June 17,2013	2,000	10.00	55.43	Cash	ESOS	1,514,828,252	15,148,282,520
June 17,2013	147,525	10.00	115.91	Cash	ESOS	1,514,975,777	15,149,757,770
June 17,2013	11,500	10.00	121.64	Cash	ESOS	1,514,987,277	15,149,872,770
June 17,2013	4,000	10.00	146.06	Cash	ESOS	1,514,991,277	15,149,912,770
July12,2013	316,000	10.00	50.05	Cash	ESOS	1,515,307,277	15,153,072,770
July12,2013	1,000	10.00	55.43	Cash	ESOS	1,515,308,277	15,153,082,770
July12,2013	12,164	10.00	115.91	Cash	ESOS	1,515,320,441	15,153,204,410
July12,2013	7,900	10.00	121.64	Cash	ESOS	1,515,328,341	15,153,283,410

226 Annexure to Notice

==> picture [67 x 32] intentionally omitted <==

September 16,2013	795,650	10.00	50.05	Cash	ESOS	1,516,123,991	15,161,239,910
September 16,2013	2,000	10.00	55.43	Cash	ESOS	1,516,125,991	15,161,259,910
November 14,2013	20,000	10.00	50.05	Cash	ESOS	1,516,145,991	15,161,459,910
November 14,2013	3,000	10.00	55.43	Cash	ESOS	1,516,148,991	15,161,489,910
December 17,2013	69,375	10.00	50.05	Cash	ESOS	1,516,218,366	15,162,183,660
March 18,2014	36,000	10.00	50.05	Cash	ESOS	1,516,254,366	15,162,543,660
March 18,2014	31,885	10.00	17.48	Cash	ESOS	1,516,286,251	15,162,862,510
June 12,2014	40,000	10.00	17.48	Cash	ESOS	1,516,326,251	15,163,262,510
June 12,2014	87,000	10.00	50.05	Cash	ESOS	1,516,413,251	15,164,132,510
June 12,2014	188,000	10.00	57.60	Cash	ESOS	1,516,601,251	15,166,012,510
June 12,2014	151,829	10.00	115.91	Cash	ESOS	1,516,753,080	15,167,530,800
June 12,2014	79,000	10.00	121.64	Cash	ESOS	1,516,832,080	15,168,320,800
July11,2014	1,500	10.00	50.05	Cash	ESOS	1,516,833,580	15,168,335,800
July11,2014	6,400	10.00	121.64	Cash	ESOS	1,516,839,980	15,168,399,800
August 22,2014	99,106	10.00	115.91	Cash	ESOS	1,516,939,086	15,169,390,860
August 22,2014	200,000	10.00	135.30	Cash	ESOS	1,517,139,086	15,171,390,860
September 16,2014	73,000,000	10.00	137.00	Cash	QIP	1,590,139,086	15,901,390,860
September 19,2014	35,000	10.00	50.05	Cash	ESOS	1,590,174,086	15,901,740,860
September 19,2014	52,410	10.00	115.91	Cash	ESOS	1,590,226,496	15,902,264,960
September 19,2014	41,500	10.00	121.64	Cash	ESOS	1,590,267,996	15,902,679,960
November 11,2014	500	10.00	50.05	Cash	ESOS	1,590,268,496	15,902,684,960
November 11,2014	124,786	10.00	115.91	Cash	ESOS	1,590,393,282	15,903,932,820
November 11,2014	40,000	10.00	121.64	Cash	ESOS	1,590,433,282	15,904,332,820
November 11,2014	150,000	10.00	135.30	Cash	ESOS	1,590,583,282	15,905,832,820
December 1,2014	17,345	10.00	50.05	Cash	ESOS	1,590,600,627	15,906,006,270
December 1,2014	15,000	10.00	121.64	Cash	ESOS	1,590,615,627	15,906,156,270
December 1,2014	10,573	10.00	115.91	Cash	ESOS	1,590,626,200	15,906,262,000
December 1,2014	10,574	10.00	115.91	Cash	ESOS	1,590,636,774	15,906,367,740
December 1,2014	12,500	10.00	121.64	Cash	ESOS	1,590,649,274	15,906,492,740
December 1,2014	12,500	10.00	121.64	Cash	ESOS	1,590,661,774	15,906,617,740
December 1,2014	3,500	10.00	121.64	Cash	ESOS	1,590,665,274	15,906,652,740
December 1,2014	6,500	10.00	121.64	Cash	ESOS	1,590,671,774	15,906,717,740
December 1,2014	50,145	10.00	115.91	Cash	ESOS	1,590,721,919	15,907,219,190
December 29,2014	133,750	10.00	50.05	Cash	ESOS	1,590,855,669	15,908,556,690
December 29,2014	18,500	10.00	115.91	Cash	ESOS	1,590,874,169	15,908,741,690
December 29,2014	7,500	10.00	121.64	Cash	ESOS	1,590,881,669	15,908,816,690
December 29,2014	7,500	10.00	121.64	Cash	ESOS	1,590,889,169	15,908,891,690
December 29,2014	12,000	10.00	121.64	Cash	ESOS	1,590,901,169	15,909,011,690
December 29,2014	18,000	10.00	121.64	Cash	ESOS	1,590,919,169	15,909,191,690
December 29,2014	25,000	10.00	121.64	Cash	ESOS	1,590,944,169	15,909,441,690
December 29,2014	50,000	10.00	135.30	Cash	ESOS	1,590,994,169	15,909,941,690

NCLT convened Meeting - Equity Shareholders 227

IDFC FIRST Bank LImITeD

==> picture [67 x 32] intentionally omitted <==

December 29,2014	5,000	10.00	50.05	Cash	ESOS	1,590,999,169	15,909,991,690
December 29,2014	5,000	10.00	50.05	Cash	ESOS	1,591,004,169	15,910,041,690
February18,2015	100,000	10.00	50.05	Cash	ESOS	1,591,104,169	15,911,041,690
February18,2015	64,250	10.00	50.05	Cash	ESOS	1,591,168,419	15,911,684,190
February18,2015	80,000	10.00	50.05	Cash	ESOS	1,591,248,419	15,912,484,190
February18,2015	220,000	10.00	50.05	Cash	ESOS	1,591,468,419	15,914,684,190
February18,2015	102,500	10.00	50.05	Cash	ESOS	1,591,570,919	15,915,709,190
February18,2015	22,500	10.00	121.64	Cash	ESOS	1,591,593,419	15,915,934,190
February18,2015	35,000	10.00	50.05	Cash	ESOS	1,591,628,419	15,916,284,190
February18,2015	60,000	10.00	115.91	Cash	ESOS	1,591,688,419	15,916,884,190
February18,2015	19,000	10.00	146.06	Cash	ESOS	1,591,707,419	15,917,074,190
February18,2015	15,000	10.00	121.64	Cash	ESOS	1,591,722,419	15,917,224,190
February18,2015	7,500	10.00	121.64	Cash	ESOS	1,591,729,919	15,917,299,190
February18,2015	5,000	10.00	50.05	Cash	ESOS	1,591,734,919	15,917,349,190
February18,2015	10,000	10.00	146.06	Cash	ESOS	1,591,744,919	15,917,449,190
February18,2015	6,000	10.00	121.64	Cash	ESOS	1,591,750,919	15,917,509,190
February18,2015	24,000	10.00	121.64	Cash	ESOS	1,591,774,919	15,917,749,190
February18,2015	25,000	10.00	121.64	Cash	ESOS	1,591,799,919	15,917,999,190
February18,2015	25,000	10.00	135.30	Cash	ESOS	1,591,824,919	15,918,249,190
February18,2015	15,000	10.00	135.30	Cash	ESOS	1,591,839,919	15,918,399,190
February18,2015	10,000	10.00	135.30	Cash	ESOS	1,591,849,919	15,918,499,190
February18,2015	4,000	10.00	146.06	Cash	ESOS	1,591,853,919	15,918,539,190
February18,2015	2,000	10.00	146.06	Cash	ESOS	1,591,855,919	15,918,559,190
February18,2015	75,000	10.00	50.05	Cash	ESOS	1,591,930,919	15,919,309,190
February18,2015	500	10.00	50.05	Cash	ESOS	1,591,931,419	15,919,314,190
February18,2015	500	10.00	50.05	Cash	ESOS	1,591,931,919	15,919,319,190
February18,2015	12,500	10.00	50.05	Cash	ESOS	1,591,944,419	15,919,444,190
February18,2015	10,000	10.00	80.50	Cash	ESOS	1,591,954,419	15,919,544,190
March 16,2015	100,000	10.00	50.05	Cash	ESOS	1,592,054,419	15,920,544,190
March 16,2015	911	10.00	115.91	Cash	ESOS	1,592,055,330	15,920,553,300
March 16,2015	19,411	10.00	115.91	Cash	ESOS	1,592,074,741	15,920,747,410
March 16,2015	65,000	10.00	50.05	Cash	ESOS	1,592,139,741	15,921,397,410
March 16,2015	22,000	10.00	50.05	Cash	ESOS	1,592,161,741	15,921,617,410
March 16,2015	37,500	10.00	121.64	Cash	ESOS	1,592,199,241	15,921,992,410
March 16,2015	18,125	10.00	50.05	Cash	ESOS	1,592,217,366	15,922,173,660
March 16,2015	43,373	10.00	115.91	Cash	ESOS	1,592,260,739	15,922,607,390
March 16,2015	76,627	10.00	115.91	Cash	ESOS	1,592,337,366	15,923,373,660
March 16,2015	3,000	10.00	146.06	Cash	ESOS	1,592,340,366	15,923,403,660
March 16,2015	6,500	10.00	146.06	Cash	ESOS	1,592,346,866	15,923,468,660
March 16,2015	6,000	10.00	146.06	Cash	ESOS	1,592,352,866	15,923,528,660
March 16,2015	3,000	10.00	146.06	Cash	ESOS	1,592,355,866	15,923,558,660

228 Annexure to Notice

==> picture [68 x 33] intentionally omitted <==

March 16,2015	1,000	10.00	146.06	Cash	ESOS	1,592,356,866	15,923,568,660
March 16,2015	10,500	10.00	146.06	Cash	ESOS	1,592,367,366	15,923,673,660
March 16,2015	6,000	10.00	146.06	Cash	ESOS	1,592,373,366	15,923,733,660
March 16,2015	7,500	10.00	146.06	Cash	ESOS	1,592,380,866	15,923,808,660
March 16,2015	7,500	10.00	146.06	Cash	ESOS	1,592,388,366	15,923,883,660
March 16,2015	27,000	10.00	146.06	Cash	ESOS	1,592,415,366	15,924,153,660
March 16,2015	10,500	10.00	146.06	Cash	ESOS	1,592,425,866	15,924,258,660
March 16,2015	7,500	10.00	146.06	Cash	ESOS	1,592,433,366	15,924,333,660
March 16,2015	7,500	10.00	146.06	Cash	ESOS	1,592,440,866	15,924,408,660
March 16,2015	9,000	10.00	121.64	Cash	ESOS	1,592,449,866	15,924,498,660
March 16,2015	5,500	10.00	121.64	Cash	ESOS	1,592,455,366	15,924,553,660
March 16,2015	1,000	10.00	146.06	Cash	ESOS	1,592,456,366	15,924,563,660
March 16,2015	18,000	10.00	121.64	Cash	ESOS	1,592,474,366	15,924,743,660
March 16,2015	7,500	10.00	50.05	Cash	ESOS	1,592,481,866	15,924,818,660
March 16,2015	20,000	10.00	135.30	Cash	ESOS	1,592,501,866	15,925,018,660
March 16,2015	10,000	10.00	135.30	Cash	ESOS	1,592,511,866	15,925,118,660
March 16,2015	20,000	10.00	135.30	Cash	ESOS	1,592,531,866	15,925,318,660
March 16,2015	3,000	10.00	146.06	Cash	ESOS	1,592,534,866	15,925,348,660
March 16,2015	2,000	10.00	146.06	Cash	ESOS	1,592,536,866	15,925,368,660
March 16,2015	2,000	10.00	146.06	Cash	ESOS	1,592,538,866	15,925,388,660
March 16,2015	2,000	10.00	146.06	Cash	ESOS	1,592,540,866	15,925,408,660
March 16,2015	75,000	10.00	50.05	Cash	ESOS	1,592,615,866	15,926,158,660
March 16,2015	5,000	10.00	50.05	Cash	ESOS	1,592,620,866	15,926,208,660
March 16,2015	100,000	10.00	135.30	Cash	ESOS	1,592,720,866	15,927,208,660
March 16,2015	60,000	10.00	104.30	Cash	ESOS	1,592,780,866	15,927,808,660
April 16,2015	26,747	10.00	115.91	Cash	ESOS	1,592,807,613	15,928,076,130
April 16,2015	775	10.00	121.64	Cash	ESOS	1,592,808,388	15,928,083,880
April 16,2015	3,500	10.00	146.06	Cash	ESOS	1,592,811,888	15,928,118,880
April 16,2015	2,000	10.00	121.64	Cash	ESOS	1,592,813,888	15,928,138,880
April 16,2015	6,400	10.00	121.64	Cash	ESOS	1,592,820,288	15,928,202,880
April 16,2015	3,000	10.00	146.06	Cash	ESOS	1,592,823,288	15,928,232,880
April 16,2015	3,000	10.00	146.06	Cash	ESOS	1,592,826,288	15,928,262,880
April 16,2015	20,000	10.00	135.30	Cash	ESOS	1,592,846,288	15,928,462,880
April 16,2015	25,000	10.00	135.30	Cash	ESOS	1,592,871,288	15,928,712,880
April 16,2015	2,000	10.00	146.06	Cash	ESOS	1,592,873,288	15,928,732,880
April 16,2015	2,000	10.00	146.06	Cash	ESOS	1,592,875,288	15,928,752,880
April 16,2015	2,000	10.00	146.06	Cash	ESOS	1,592,877,288	15,928,772,880
April 16,2015	2,000	10.00	146.06	Cash	ESOS	1,592,879,288	15,928,792,880
April 16,2015	2,920	10.00	115.91	Cash	ESOS	1,592,882,208	15,928,822,080
April 16,2015	50,145	10.00	115.91	Cash	ESOS	1,592,932,353	15,929,323,530
April 16,2015	100,000	10.00	135.30	Cash	ESOS	1,593,032,353	15,930,323,530

NCLT convened Meeting - Equity Shareholders 229

IDFC FIRST Bank LImITeD

==> picture [68 x 33] intentionally omitted <==

May18,2015	100,000	10.00	135.30	Cash	ESOS	1,593,132,353	15,931,323,530
May18,2015	1,000	10.00	50.05	Cash	ESOS	1,593,133,353	15,931,333,530
May18,2015	1,000	10.00	121.64	Cash	ESOS	1,593,134,353	15,931,343,530
May18,2015	1,000	10.00	121.64	Cash	ESOS	1,593,135,353	15,931,353,530
May18,2015	15,000	10.00	121.64	Cash	ESOS	1,593,150,353	15,931,503,530
May18,2015	10,000	10.00	135.30	Cash	ESOS	1,593,160,353	15,931,603,530
May18,2015	5,000	10.00	135.30	Cash	ESOS	1,593,165,353	15,931,653,530
May18,2015	1,000	10.00	146.06	Cash	ESOS	1,593,166,353	15,931,663,530
May18,2015	100,000	10.00	135.30	Cash	ESOS	1,593,266,353	15,932,663,530
May18,2015	100,000	10.00	135.30	Cash	ESOS	1,593,366,353	15,933,663,530
May18,2015	50,000	10.00	135.30	Cash	ESOS	1,593,416,353	15,934,163,530
May18,2015	4,000	10.00	80.50	Cash	ESOS	1,593,420,353	15,934,203,530
June 26,2015	100,000	10.00	50.05	Cash	ESOS	1,593,520,353	15,935,203,530
June 26,2015	2,400	10.00	121.64	Cash	ESOS	1,593,522,753	15,935,227,530
June 26,2015	7,500	10.00	121.64	Cash	ESOS	1,593,530,253	15,935,302,530
June 26,2015	5,000	10.00	121.64	Cash	ESOS	1,593,535,253	15,935,352,530
June 26,2015	9,000	10.00	121.64	Cash	ESOS	1,593,544,253	15,935,442,530
June 26,2015	9,000	10.00	121.64	Cash	ESOS	1,593,553,253	15,935,532,530
June 26,2015	12,000	10.00	121.64	Cash	ESOS	1,593,565,253	15,935,652,530
June 26,2015	10,000	10.00	135.30	Cash	ESOS	1,593,575,253	15,935,752,530
June 26,2015	20,000	10.00	135.30	Cash	ESOS	1,593,595,253	15,935,952,530
June 26,2015	10,000	10.00	135.30	Cash	ESOS	1,593,605,253	15,936,052,530
June 26,2015	15,000	10.00	135.30	Cash	ESOS	1,593,620,253	15,936,202,530
June 26,2015	15,000	10.00	135.30	Cash	ESOS	1,593,635,253	15,936,352,530
June 26,2015	10,000	10.00	135.30	Cash	ESOS	1,593,645,253	15,936,452,530
June 26,2015	20,000	10.00	135.30	Cash	ESOS	1,593,665,253	15,936,652,530
June 26,2015	10,000	10.00	135.30	Cash	ESOS	1,593,675,253	15,936,752,530
June 26,2015	10,000	10.00	135.30	Cash	ESOS	1,593,685,253	15,936,852,530
June 26,2015	10,000	10.00	135.30	Cash	ESOS	1,593,695,253	15,936,952,530
June 26,2015	10,000	10.00	135.30	Cash	ESOS	1,593,705,253	15,937,052,530
June 26,2015	30,000	10.00	135.30	Cash	ESOS	1,593,735,253	15,937,352,530
June 26,2015	32,352	10.00	115.91	Cash	ESOS	1,593,767,605	15,937,676,050
June 26,2015	32,352	10.00	115.91	Cash	ESOS	1,593,799,957	15,937,999,570
July8,2015	20,000	10.00	135.30	Cash	ESOS	1,593,819,957	15,938,199,570
July8,2015	80,000	10.00	135.30	Cash	ESOS	1,593,899,957	15,938,999,570
July8,2015	6,000	10.00	135.30	Cash	ESOS	1,593,905,957	15,939,059,570
September 1,2015	94,000	10.00	135.30	Cash	ESOS	1,593,999,957	15,939,999,570
September 1,2015	1,000	10.00	121.64	Cash	ESOS	1,594,000,957	15,940,009,570
September 18,2015	19,411	10.00	115.91	Cash	ESOS	1,594,020,368	15,940,203,680
September 18,2015	300	10.00	50.05	Cash	ESOS	1,594,020,668	15,940,206,680
April 16,2016	200,000	10.00	30.32	Cash	ESOS	1,594,220,668	15,942,206,680

230 Annexure to Notice

==> picture [67 x 32] intentionally omitted <==

April 16,2016	56,000	10.00	30.32	Cash	ESOS	1,594,276,668	15,942,766,680
April 16,2016	1,100,000	10.00	30.32	Cash	ESOS	1,595,376,668	15,953,766,680
April 16,2016	174,000	10.00	30.32	Cash	ESOS	1,595,550,668	15,955,506,680
April 16,2016	21,250	10.00	30.32	Cash	ESOS	1,595,571,918	15,955,719,180
April 16,2016	13,666	10.00	30.32	Cash	ESOS	1,595,585,584	15,955,855,840
April 16,2016	37,500	10.00	30.32	Cash	ESOS	1,595,623,084	15,956,230,840
April 16,2016	300,000	10.00	30.32	Cash	ESOS	1,595,923,084	15,959,230,840
April 16,2016	15,000	10.00	30.32	Cash	ESOS	1,595,938,084	15,959,380,840
November 18,2016	1,260	10.00	60.35	Cash	ESOS	1,595,939,344	15,959,393,440
November 18,2016	1,260	10.00	60.35	Cash	ESOS	1,595,940,604	15,959,406,040
November 18,2016	630	10.00	60.35	Cash	ESOS	1,595,941,234	15,959,412,340
November 18,2016	336	10.00	60.35	Cash	ESOS	1,595,941,570	15,959,415,700
May16,2017	12,450	10.00	43.40	Cash	ESOS	1,595,954,020	15,959,540,200
June 15,2017	546	10.00	60.35	Cash	ESOS	1,595,954,566	15,959,545,660
December 20,2017	120,000	10.00	43.40	Cash	ESOS	1,596,074,566	15,960,745,660
December 20,2017	120,000	10.00	43.40	Cash	ESOS	1,596,194,566	15,961,945,660
December 20,2017	160,000	10.00	43.40	Cash	ESOS	1,596,354,566	15,963,545,660
July2,2018	3,750	10.00	43.40	Cash	ESOS	1,596,358,316	15,963,583,160
June 1,2021	30,000	10.00	43.40	Cash	ESOS	1,596,388,316	15,963,883,160
August 16,2021	47,626	10.00	53.90	Cash	ESOS	1,596,435,942	15,964,359,420
May31,2022	30,000	10.00	43.40	Cash	ESOS	1,596,465,942	15,964,659,420
May31,2022	30,000	10.00	63.25	Cash	ESOS	1,596,495,942	15,964,959,420
September 20,2022	120,000	10.00	60.35	Cash	ESOS	1,596,615,942	15,966,159,420
September 20,2022	40,000	10.00	43.40	Cash	ESOS	1,596,655,942	15,966,559,420
September 20,2022	63,502	10.00	53.90	Cash	ESOS	1,596,719,444	15,967,194,440
September 20,2022	840	10.00	60.35	Cash	ESOS	1,596,720,284	15,967,202,840
September 20,2022	90,000	10.00	41.15	Cash	ESOS	1,596,810,284	15,968,102,840
September 20,2022	120,000	10.00	41.15	Cash	ESOS	1,596,930,284	15,969,302,840
September 20,2022	30,000	10.00	59.20	Cash	ESOS	1,596,960,284	15,969,602,840
September 20,2022	30,000	10.00	63.25	Cash	ESOS	1,596,990,284	15,969,902,840
September 20,2022	40,000	10.00	63.25	Cash	ESOS	1,597,030,284	15,970,302,840
September 20,2022	200,000	10.00	53.60	Cash	ESOS	1,597,230,284	15,972,302,840
October 21,2022	160,000	10.00	60.35	Cash	ESOS	1,597,390,284	15,973,902,840
October 21,2022	1,260	10.00	60.35	Cash	ESOS	1,597,391,544	15,973,915,440
October 21,2022	1,680	10.00	60.35	Cash	ESOS	1,597,393,224	15,973,932,240
October 21,2022	840	10.00	60.35	Cash	ESOS	1,597,394,064	15,973,940,640
October 21,2022	840	10.00	60.35	Cash	ESOS	1,597,394,904	15,973,949,040
October 21,2022	336	10.00	60.35	Cash	ESOS	1,597,395,240	15,973,952,400
October 21,2022	630	10.00	60.35	Cash	ESOS	1,597,395,870	15,973,958,700
October 21,2022	840	10.00	60.35	Cash	ESOS	1,597,396,710	15,973,967,100
October 21,2022	546	10.00	60.35	Cash	ESOS	1,597,397,256	15,973,972,560

NCLT convened Meeting - Equity Shareholders 231

IDFC FIRST Bank LImITeD

==> picture [67 x 32] intentionally omitted <==

October 21,2022	728	10.00	60.35	Cash	ESOS	1,597,397,984	15,973,979,840
October 21,2022	546	10.00	60.35	Cash	ESOS	1,597,398,530	15,973,985,300
October 21,2022	728	10.00	60.35	Cash	ESOS	1,597,399,258	15,973,992,580
October 21,2022	200,000	10.00	55.40	Cash	ESOS	1,597,599,258	15,975,992,580
October 21,2022	440,000	10.00	55.40	Cash	ESOS	1,598,039,258	15,980,392,580
November 30,2022	1,120	10.00	60.35	Cash	ESOS	1,598,040,378	15,980,403,780
November 30,2022	60,000	10.00	55.40	Cash	ESOS	1,598,100,378	15,981,003,780
November 30,2022	10,000	10.00	55.40	Cash	ESOS	1,598,110,378	15,981,103,780
November 30,2022	20,000	10.00	55.40	Cash	ESOS	1,598,130,378	15,981,303,780
November 30,2022	10,000	10.00	55.40	Cash	ESOS	1,598,140,378	15,981,403,780
November 30,2022	65,000	10.00	55.40	Cash	ESOS	1,598,205,378	15,982,053,780
November 30,2022	15,000	10.00	55.40	Cash	ESOS	1,598,220,378	15,982,203,780
November 30,2022	1,000,000	10.00	53.60	Cash	ESOS	1,599,220,378	15,992,203,780
January4,2023	2,240	10.00	60.35	Cash	ESOS	1,599,222,618	15,992,226,180
January4,2023	40,000	10.00	60.35	Cash	ESOS	1,599,262,618	15,992,626,180
January4,2023	2,240	10.00	60.35	Cash	ESOS	1,599,264,858	15,992,648,580
January4,2023	1,120	10.00	60.35	Cash	ESOS	1,599,265,978	15,992,659,780
January4,2023	1,680	10.00	60.35	Cash	ESOS	1,599,267,658	15,992,676,580
January4,2023	2,240	10.00	60.35	Cash	ESOS	1,599,269,898	15,992,698,980
January4,2023	2,240	10.00	60.35	Cash	ESOS	1,599,272,138	15,992,721,380
January4,2023	1,120	10.00	60.35	Cash	ESOS	1,599,273,258	15,992,732,580
January4,2023	1,120	10.00	60.35	Cash	ESOS	1,599,274,378	15,992,743,780
January4,2023	728	10.00	60.35	Cash	ESOS	1,599,275,106	15,992,751,060
January4,2023	1,120	10.00	60.35	Cash	ESOS	1,599,276,226	15,992,762,260
January4,2023	40,000	10.00	60.35	Cash	ESOS	1,599,316,226	15,993,162,260
January4,2023	1,120	10.00	60.35	Cash	ESOS	1,599,317,346	15,993,173,460
January4,2023	1,120	10.00	60.35	Cash	ESOS	1,599,318,466	15,993,184,660
January4,2023	728	10.00	60.35	Cash	ESOS	1,599,319,194	15,993,191,940
January4,2023	840	10.00	60.35	Cash	ESOS	1,599,320,034	15,993,200,340
January4,2023	840	10.00	60.35	Cash	ESOS	1,599,320,874	15,993,208,740
January4,2023	840	10.00	60.35	Cash	ESOS	1,599,321,714	15,993,217,140
January4,2023	120,000	10.00	60.35	Cash	ESOS	1,599,441,714	15,994,417,140
January4,2023	40,000	10.00	60.35	Cash	ESOS	1,599,481,714	15,994,817,140
January4,2023	1,120	10.00	60.35	Cash	ESOS	1,599,482,834	15,994,828,340
January4,2023	728	10.00	60.35	Cash	ESOS	1,599,483,562	15,994,835,620
January4,2023	1,680	10.00	60.35	Cash	ESOS	1,599,485,242	15,994,852,420
January4,2023	1,120	10.00	60.35	Cash	ESOS	1,599,486,362	15,994,863,620
January4,2023	728	10.00	60.35	Cash	ESOS	1,599,487,090	15,994,870,900
January4,2023	840	10.00	60.35	Cash	ESOS	1,599,487,930	15,994,879,300
January4,2023	728	10.00	60.35	Cash	ESOS	1,599,488,658	15,994,886,580
January4,2023	728	10.00	60.35	Cash	ESOS	1,599,489,386	15,994,893,860

232 Annexure to Notice

==> picture [71 x 34] intentionally omitted <==

January4,2023	30,000	10.00	59.20	Cash	ESOS	1,599,519,386	15,995,193,860
January4,2023	40,000	10.00	59.20	Cash	ESOS	1,599,559,386	15,995,593,860
January4,2023	12,780	10.00	51.85	Cash	ESOS	1,599,572,166	15,995,721,660
January4,2023	12,780	10.00	51.85	Cash	ESOS	1,599,584,946	15,995,849,460
January4,2023	17,040	10.00	51.85	Cash	ESOS	1,599,601,986	15,996,019,860
January4,2023	380,000	10.00	55.40	Cash	ESOS	1,599,981,986	15,999,819,860
January4,2023	1,050	10.00	63.25	Cash	ESOS	1,599,983,036	15,999,830,360
January4,2023	1,400	10.00	63.25	Cash	ESOS	1,599,984,436	15,999,844,360

NCLT convened Meeting - Equity Shareholders 233

IDFC FIRST Bank LImITeD

Annexure 15

234 Annexure to Notice

NCLT convened Meeting - Equity Shareholders 235

IDFC FIRST Bank LImITeD

236 Annexure to Notice

==> picture [548 x 717] intentionally omitted <==

NCLT convened Meeting - Equity Shareholders 237

IDFC FIRST Bank LImITeD

238 Annexure to Notice

==> picture [548 x 717] intentionally omitted <==

NCLT convened Meeting - Equity Shareholders 239

IDFC FIRST Bank LImITeD

240 Annexure to Notice

==> picture [548 x 717] intentionally omitted <==

NCLT convened Meeting - Equity Shareholders 241

IDFC FIRST Bank LImITeD

242 Annexure to Notice

==> picture [526 x 717] intentionally omitted <==

NCLT convened Meeting - Equity Shareholders 243

IDFC FIRST Bank LImITeD

Annexure 16

==> picture [355 x 33] intentionally omitted <==

==> picture [88 x 33] intentionally omitted <==

IDFCFIRSTBANK/SD/104/2023-24

August 11, 2023

To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001.

Dear Sir,

Sub: Application for obtaining “Observation letter”/ “No-objection letter” under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended, from the stock exchange in respect of the (I) proposed amalgamation of (a) IDFC Financial Holding Company Limited into and with IDFC Limited; and (b) IDFC Limited into and with IDFC FIRST Bank Limited (“Bank”) and their respective shareholders, and (II) reduction of securities premium account of the Bank, through a composite scheme of amalgamation (“Scheme”).

In connection with the above application for obtaining Observation letter/ No-objection letter, we hereby submit Complaint Report as per Para 1(A)(6) of Part I of SEBI Master Circular no. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023, in the prescribed format, for the period from July 19, 2023 ( i.e. the date of uploading the draft scheme along with the related documents by BSE Limited on its website) to August 09, 2023.

	Part A	Part A
Sr. No.	Particular		Number
1	Number of complaints received directly		0
2	Number of complaints forwarded by Stock Exchanges/SEBI		0
3	Total Number of complaints/comments received (1+2)		0
4	Number of complaints resolved		0
5	Number of complaints pending		0
	Part B
Sr. No.	Name of Complainant	Date of Complaint		Status
1	N.A.

IDFC FIRST Bank Limited

Corporate Office: IDFC FIRST Bank Tower, (The Square), C-61, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. Tel: +91 22 7132 5500 Fax: +91 22 2654 0354 Registered Office: KRM Tower, 7[th] Floor, No. 1, Harrington Road, Chetpet, Chennai 600 031. Tel: +91 44 4564 4000 Fax: +91 44 4564 4022 CIN : L65110TN2014PLC097792; E-mail : bank.info@idfcfirstbank.com; Website : www.idfcfirstbank.com

244 Annexure to Notice

==> picture [355 x 33] intentionally omitted <==

==> picture [88 x 33] intentionally omitted <==

The Report on Complaints is also being uploaded on the website of the Bank at https://www.idfcfirstbank.com/investors/update as per requirement of the aforesaid SEBI Master Circular.

We request you to kindly take above on record.

Yours faithfully,

For IDFC FIRST Bank Limited

SATISH Digitally signed by SATISH ASHOK ASHOK GAIKWAD Date: 2023.08.11 GAIKWAD 17:00:01 +05'30'

Satish Gaikwad

Head – Legal & Company Secretary

==> picture [329 x 306] intentionally omitted <==

IDFC FIRST Bank Limited

Corporate Office: IDFC FIRST Bank Tower, (The Square), C-61, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. Tel: +91 22 7132 5500 Fax: +91 22 2654 0354 Registered Office: KRM Tower, 7[th] Floor, No. 1, Harrington Road, Chetpet, Chennai 600 031. Tel: +91 44 4564 4000 Fax: +91 44 4564 4022 CIN : L65110TN2014PLC097792; E-mail : bank.info@idfcfirstbank.com; Website : www.idfcfirstbank.com

NCLT convened Meeting - Equity Shareholders 245

IDFC FIRST Bank LImITeD

Annexure 17

==> picture [85 x 32] intentionally omitted <==

==> picture [345 x 32] intentionally omitted <==

IDFCFIRSTBANK/SD/134/2023-24

September 06, 2023

To, Manager - Listing Compliance National Stock Exchange of India Limited ‘Exchange Plaza’. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Dear Sir,

Sub: Application for obtaining “Observation letter”/ “No-objection letter” under Regulation 37 and 59A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended, from the stock exchange in respect of the (I) proposed amalgamation of (a) IDFC Financial Holding Company Limited into and with IDFC Limited; and (b) IDFC Limited into and with IDFC FIRST Bank Limited (“Bank”) and their respective shareholders, and (II) reduction of securities premium account of the Bank, through a composite scheme of amalgamation (“Scheme”).

In connection with the above application for obtaining Observation letter / No-objection letter, we hereby submit Complaint Report as per Para 1(A)(6) of Part I of SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and as per Para 1(A)(7) of Part I of SEBI Circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/156 dated November 17, 2022, in the prescribed format for the period from August 14, 2023 ( i.e. the date of uploading the draft scheme along with the related documents by NSE Limited on its website) to September 04, 2023.

	Part A	Part A
Sr. No.	Particular		Number
1	Number of complaints received directly		0
2	Number of complaints forwarded by Stock Exchanges/SEBI		0
3	Total Number of complaints/comments received (1+2)		0
4	Number of complaints resolved		0
5	Number of complaints pending		0
	Part B
Sr. No.	Name of Complainant	Date of Complaint		Status
1	N.A.

The Report on Complaints is also being uploaded on the website of the Bank at https://www.idfcfirstbank.com/investors/update as per requirement of the aforesaid SEBI Circular(s).

We request you to kindly take above on record.

Yours faithfully,

For IDFC FIRST Bank Limited SATISH ASHOK Digitally signed by SATISH ASHOK GAIKWAD GAIKWAD Date: 2023.09.06 17:15:39 +05'30' Satish Gaikwad Head – Legal & Company Secretary

IDFC FIRST Bank Limited

Corporate Office: IDFC FIRST Bank Tower, (The Square), C-61, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. Tel: +91 22 7132 5500 Fax: +91 22 2654 0354 Registered Office: KRM Tower, 7[th] Floor, No. 1, Harrington Road, Chetpet, Chennai 600 031. Tel: +91 44 4564 4000 Fax: +91 44 4564 4022

CIN : L65110TN2014PLC097792; E-mail : bank.info@idfcfirstbank.com; Website : www.idfcfirstbank.com

246 Annexure to Notice

Annexure 18

==> picture [76 x 24] intentionally omitted <==

September 09, 2023

To, The Manager – Listing Department BSE Limited 1[st] Floor, P.J. Towers, Dalal Street, Mumbai ‐ 400 001 BSE Code: 532659

Sub: Application under Regulation 37 of SEBI LODR), 2015 for the proposed Scheme of Amalgamation between IDFC Limited ("the Company" or “IDFC”) and IDFC Financial Holding Company Limited (“IDFC FHCL”) and IDFC First Bank Limited ("IDFC FIRST Bank")

Dear Sir / Madam,

In connection with above application for obtaining Observation letter / No‐objection letter, we hereby submit Complaint Report as per Para 1(A)(6) of Part I of SEBI Master Circular no. SEBI/HO/CFD/POD‐ 2/P/CIR/2023/93 dated June 20, 2023 and as per Para 1(A)(7) of Part I of SEBI Circular no. SEBI/HO/DDHS/DDHS‐RACPOD1/P/CIR/2022/156 dated November 17, 2022, in the prescribed format for the period from July 19, 2023 ( i.e. the date of uploading the draft scheme along with the related documents by BSE Limited on its website) to August 09, 2023.

Part A

Sr. No.	Particulars	Number
1	Number of complaints received directly	0
2	Number of complaints forwarded byStock Exchanges/SEBI	0
3	Total Number of complaints/comments received(1+2)	0
4	Number of complaints resolved	0
5	Number of complaintspending	0

Part B

		Part B
Sr. No.	Name of Complainant	Date of Complaint	Status
1	N.A.

The Report on complaint is also being uploaded on the website of the Company at https://www.idfclimited.com/investor_relations/shareholder_info.htm as per requirement of the aforesaid SEBI Circular(s).

We request you to kindly take above on record.

For IDFC Limited

SHIVANGI Digitally signed by SHIVANGI MAHESH MAHESH MISTRY MISTRY Date: 2023.09.09 16:05:11 +05'30' Shivangi Mistry Company Secretary

IDFC Limited

Corporate Office: 906/907, 9th Floor, Embassy Centre, Jamnalal Bajaj Road, Nariman Point, Mumbai – 400021 Tel: +91 22 22821549

Reg. Office: 4th floor, Capitale Tower, 555, Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai – 600 018 Tel: +91 (44) 4564 4201, 45644202, 45644223 CIN: L65191TN1997PLC037415 info@idfclimited.com www.idfclimited.com

NCLT convened Meeting - Equity Shareholders 247

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Annexure 19

==> picture [78 x 25] intentionally omitted <==

September 09, 2023

To, The Manager – Listing Department National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Bandra‐Kurla‐Complex, Bandra (East), Mumbai ‐ 400 051 NSE Scrip: IDFC

Sub: Application under Regulation 37 of SEBI LODR), 2015 for the proposed Scheme of Amalgamation between IDFC Limited ("the Company" or “IDFC”) and IDFC Financial Holding Company Limited (“IDFC FHCL”) and IDFC First Bank Limited ("IDFC FIRST Bank")

Dear Sir / Madam,

In connection with above application for obtaining Observation letter / No‐objection letter, we hereby submit Complaint Report as per Para 1(A)(6) of Part I of SEBI Master Circular no. SEBI/HO/CFD/POD‐ 2/P/CIR/2023/93 dated June 20, 2023 and as per Para 1(A)(7) of Part I of SEBI Circular no. SEBI/HO/DDHS/DDHS‐RACPOD1/P/CIR/2022/156 dated November 17, 2022, in the prescribed format for the period from August 14, 2023 ( i.e. the date of uploading the draft scheme along with the related documents by NSE Limited on its website) to September 04, 2023.

Part A

	Part A	Part A
Sr. No.	Particulars		Number
1	Number of complaints received directly		0
2	Number of complaints forwarded byStock Exchanges/SEBI		0
3	Total Number of complaints/comments received(1+2)		0
4	Number of complaints resolved		0
5	Number of complaintspending		0
	Part B
Sr. No.	Name of Complainant	Date of Complaint	Status
1	N.A.

The Report on complaint is also being uploaded on the website of the Company at https://www.idfclimited.com/investor_relations/shareholder_info.htm as per requirement of the aforesaid SEBI Circular(s).

We request you to kindly take above on record.

For IDFC Limited

==> picture [78 x 41] intentionally omitted <==

----- Start of picture text -----

SHIVANGI Digitally signed by SHIVANGI MAHESH MISTRY
MAHESH MISTRY Date: 2023.09.09 16:06:26 +05'30'
Shivangi Mistry
Company Secretary
----- End of picture text -----

IDFC Limited

Corporate Office: 906/907, 9th Floor, Embassy Centre, Jamnalal Bajaj Road, Nariman Point, Mumbai – 400021 Tel: +91 22 22821549 Reg. Office: 4th floor, Capitale Tower, 555, Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai – 600 018 Tel: +91 (44) 4564 4201, 45644202, 45644223 CIN: L65191TN1997PLC037415 info@idfclimited.com www.idfclimited.com

248 Annexure to Notice

Annexure 20

==> picture [474 x 651] intentionally omitted <==

NCLT convened Meeting - Equity Shareholders 249

IDFC FIRST Bank LImITeD

==> picture [468 x 664] intentionally omitted <==

250 Annexure to Notice

==> picture [468 x 664] intentionally omitted <==

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252 Annexure to Notice

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Annexure 21

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Ref: NSE/LIST/36517/36524_I

November 13, 2023

The Company Secretary IDFC Limited 4th Floor, Capitale Tower, 555 Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai- 600018

The Company Secretary IDFC First Bank Limited KRM Tower, 7th Floor, No. 1, Harrington Road, Chetpet, Chennai -600 031

Kind Attn.: Ms. Shivangi Mistry

Kind Attn.: Mr. Satish Gaikwad

Dear Sir,

Sub: Observation Letter for draft composite scheme of amalgamation among IDFC Financial Holding Company Limited (Transferor Company) and IDFC Limited (Transferee Company / Amalgamating Company) and IDFC First Bank Limited (Amalgamated Company) and their Respective Shareholders (under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder).

We are in receipt for draft composite scheme of amalgamation among IDFC Financial Holding Company Limited (Transferor Company) and IDFC Limited (Transferee Company / Amalgamating Company) and IDFC First Bank Limited (Amalgamated Company) and their Respective Shareholders (under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder) vide application dated July 15, 2023 and July 14, 2023 respectively.

Based on our letter reference no. NSE/LIST/36517/36524 dated September 21, 2023, submitted to SEBI pursuant to SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 read with SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021 (Circular) and Regulation 94(2) of SEBI (LODR) Regulations 2015 along with SEBI/HO/DDHS//DDHS_Div1/P/CIR/2022/103 dated July 29, 2022 and Regulation 94A(2) of SEBI (LODR) Regulations 2015, SEBI vide its letter dated November 10, 2023, has inter alia given the following comment(s) on the draft scheme of arrangement:

1. Comments in accordance with Regulation 37(1) of SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021

• a) The Company shall ensure that the proposed composite scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• b) Company shall ensure to discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

This Document is Digitally Signed

Signer: DIPTI VIPIL CHINCHKHEDE Date: Mon, Nov 13, 2023 19:33:21 IST Location: NSE

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• c) Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

• d) Company shall ensure that no changes to the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchanges, except those mandated by the regulators/authorities/ tribunals.

• e) The entities involved in the scheme shall ensure compliance with various provision of SEBI master circular dated November 23, 2021.

• f) Company shall ensure that information pertaining to all the unlisted Companies involved, if any, in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• g) Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• h) The Company shall disclose details of asset and liabilities merged in the IDFC First Bank Limited, reasons for reduction of securities premium account, details of regulatory actions against the entities, details of shareholding involved in each stage of the scheme, share capital build-up of the Companies, detailed rational for swap ratio, details of contingent liabilities being transferred to IDFC First Bank Limited as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232, so that the public shareholders can make an informed decision in the matter.

• i) Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

• j) Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• k) Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.

• l) Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.

• m) Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

• n) Company shall comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Mon, Nov 13, 2023 19:33:21 IST Location: NSE

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Continuation Sheet

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• o) It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

2. Comments in accordance with Regulation 59A(1) of SEBI Master circular no. SEBI/HO/DDHS//DDHS_Div1/P/CIR/2022/103 dated July 29, 2022

• a) Companies involved shall not provide any misstatement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter Xll of the Operational Circular ref. no. SEBUHO/DDHS/DDHS_Div1/P/ClR/2022/0000000103 dated July 29, 2022.

• b) Company shall include information pertaining to the unlisted entity in the format specified for abridged prospectus as provided in Part B of Schedule I of the SEBI (Issue and Listing of Non Convertible Securities) Regulations, 2021, in the notice or proposal to be sent to the holders of NCDs/ NCRPS while seeking approval for the scheme. The accuracy and adequacy of such disclosures shall be certified by the SEBI registered merchant banker after following the due diligence process.

• c) The entities involved in the proposed scheme shall ensure that the proposed scheme shall comply with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) any other relevant regulations and circulars.

3. Comments considering the comments of Reserve Bank of India (RBI)

• a) The Company shall ensure to disclose information which are mandatory to be disclosed to the shareholders in the explanatory statement as per Companies Act, 2023 (Annexure A) which enables the shareholders to take an informed decision with respect to scheme of amalgamation.

• Company shall disclose the No Objection letter of the Stock Exchanges (s) on its website within 24 hours of receiving the same.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 and 59A of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

This Document is Digitally Signed Signer: DIPTI VIPIL CHINCHKHEDE Date: Mon, Nov 13, 2023 19:33:21 IST Location: NSE

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However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from November 13, 2023, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Senior Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Mon, Nov 13, 2023 19:33:21 IST Location: NSE

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Continuation Sheet

Annexure A:

The details of Notice and Explanatory (“N&E”) statement to be circulated to the shareholders for seeking their approval for the Scheme would be basis the requirements under section 230-232, rules thereof and SEBI LODR and No Objections certificate issued by the Stock Exchanges.

The following information shall be submitted as a part of the N&E statement:

1. Notice of meeting: The notice of the meeting pursuant to the order of tribunal to be given in Form No. CAA-2

2. Copy of Scheme

3. Corporate Identification Number (CIN)

4. Permanent Account Number (PAN)

5. Name of the Company

6. Date of Incorporation

7. Type of the Company (whether Public or Private or One Person Company)

8. Registered Office Address and Email Address

9. Summary of main object as per Memorandum of Association (MOA); and main business carried on by the Company.

10. Details of change of name, registered office and objects of the Company during the last five years.

11. Name of the Stock Exchange(s) where the securities of the Company are listed.

12. Details of the capital structure of the Company including authorised, issued, subscribed and paid up share capital; and names of the promoters and directors along with their addresses.

13. Relationship between the Companies involved in the scheme.

14. If the scheme of compromise or arrangement relates to more than one company, then the facts and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement including holding, subsidiary or of associate companies.

15. Disclosure about effects of M&A on material interest of directors, Key Managerial Personnel and Debenture Trustees.

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Mon, Nov 13, 2023 19:33:21 IST Location: NSE

258 Annexure to Notice

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1. Details of Board Meeting: Date of Board Meeting at which the scheme was approved by the Board of Directors. The name of the Directors who voted in favour of the resolution, the name of the directors who voted against the resolution and the name of the Directors who did note vote or participate on such resolution.

2. Explanatory Statement disclosing details of the scheme of compromise or arrangement including: Parties involved in such compromise or arrangement; appointed date; effective date; share exchange ratio (if applicable) and other considerations, if any, Summary of valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that the valuation report is available for inspection at the registered office of the Company; Details of capital or debt restructuring, if any; Rational for the compromise or arrangement.

3. Benefits of the compromise or the arrangement as perceived by the Board of directors to the Company, members, creditors and others (as applicable); amount due to unsecured creditors.

4. Disclosure as per section 230(3) about the effect of Merger & Amalgamation (M&A) on Key Managerial Personnel, Directors, Promoters, Non-Promoter Members, Depositors, Creditors, Debenture Holders, Deposit Trustee, and Debenture Trustee, Employee of the Company, Shareholders of the Company.

5. Report adopted by the directors of the merging companies explaining effects of compromise on each class of shareholders, Key Managerial Personnel, Promoters and Non-Promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties.

6. Details investigation or proceedings, if any, pending against the Company under the Act.

7. Details of approval, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received, or pending for the proposed scheme of compromise or arrangement. A statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or wherever applicable, by voting through electronic means as per Section 230(3).

8. A copy of the joint valuation report.

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Mon, Nov 13, 2023 19:33:21 IST Location: NSE

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Annexure 22

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Amalgamated Company, its promoters and directors and details of regulatory actions against the entities involved

A. Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken against the Amalgamated Company and the details of regulatory actions

Sr. No.	Case No.& Name of the Court	Name of parties	Brief facts of the case
1	CRL-MISC/82/2018 Addl-Session-Judge, Chandigarh	Food Stuff Trading Pvt. Ltd. vs. IDFC FIRST Bank and Ors.	This case involves a matter, wherein, the complainant challenged the arbitration proceedings initiated by IDFC FIRST Bank. Subsequently, IDFC FIRST Bank has fled an application for dismissal before the Hon’ble Court, on account of non-maintainability. The next date of hearingis awaited.
2	Crl. R. No. 414/2022 ASJ/ Tis Hazari/ Central/ Delhi	Shamit Khemka vs. IDFC FIRST Bank	This case involves a matter wherein the complainant has challenged the legal proceedings initiated by IDFC FIRST Bank under Section 25 read with Section 27 of the Payment and Settlement Systems Act, 2007. IDFC FIRST Bank is defending the matter before the Ld. Court. The next date of hearingis awaited.
3	Crl. Misc. Appl. No. / 2020 in CC No. 3336/2019. Ld. MM 03, District Court Dwarka	Dhirendra Bajaj vs. IDFC FIRST Bank ltd	This case involves a matter wherein the complainant has challenged the legal proceedings initiated by IDFC FIRST Bank under Section 138 of the Negotiable Instruments Act, 1881. IDFC FIRST Bank is defending the matter before the Ld. Court. The next date of hearingis awaited.
4	Crl. M.A. 3048/19 In the court of Sh. Sumedh Kumar Sethi, CMM Dwarka courts, New Delhi	Ajay Verma/ Ashok Kumar & Shilpi Verma vs IDFC FIRST Bank Limited	This case involves a matter wherein, the complainant has challenged the legal proceedings initiated by IDFC FIRST Bank under Section 14 of the Securitization and Reconstruction of the Financial Assets and Enforcement of Security Interest Act, 2002. IDFC FIRST Bank is defending the matter before the Ld. Court. The next date of hearingis awaited.
5	CT -Case No. 12219/17 MM Central District Court Tis Hazari	Ajay Kumar Gandhi vs. IDFC FIRST Bank	This case involves a matter wherein, the complainant has challenged the legal proceedings initiated by IDFC FIRST Bank under Section 25 read with Section 27 of the Payment and Settlement Systems Act, 2007. IDFC FIRST Bank is defending the matter on merits before the Ld. Court. The next date of hearingis awaited.
6	C-C- No- 838/17 MM Central District, District Court Tis Hazari	Ajay Kumar Gandhi vs. Now IDFC FIRST Bank	This case involves a matter wherein, the complainant has challenged the legal proceedings initiated by IDFC FIRST Bank under Section 25 read with Section 27 of the Payment and Settlement Systems Act, 2007. IDFC FIRST Bank is defending the matter on merits before the Ld. Court. The next date of hearingis awaited.
7	CC No./5232/2017 MM/ Tis Hazari	Siddhartha Computers International and Ors vs IDFC FIRST Bank	This case involves a matter wherein, the complainant has challenged the legal proceedings initiated by IDFC FIRST Bank under Section 138 of the Negotiable Instruments Act, 1881. IDFC FIRST Bank is defending the matter on merits before the Ld. Court. The next date of hearingis awaited.
8	Misc. Appl. Archana Beniwal/ CMM (South-West)	State vs. Mohd. Zahid, etc.	This case involves summons to witness issued by Ld. Court to IDFC FIRST Bank on grounds that a purported criminal act was done on a Fast Tag issued by IDFC FIRST Bank. IDFC FIRST Bank is providing details as and when required by the Hon’ble Court. The case is listed for hearingon 02.04.2024.
9	C R 7082 OF 2022 Judicial Magistrate First Class at Kamrup (M) Guwahati	Dr. Pranab Mahanta vs. IDFC FIRST Bank & Ors.	This case involves a petition fled against IDFC FIRST Bank for dispute concerning the disbursal of a loan. Necessary submission before the Ld. Sessions Court and an application under section 482 of the Code of Criminal Procedure, 1973, has been fled by IDFC FIRST Bank. The next date of hearingis awaited.
10	ARBTN/1192/2017 District Court/Tis Hazari	Narender Bamba vs. IDFC FIRST Bank (Erstwhile Capital First)	This case involves a matter wherein, the complainant challenged the recovery measures implemented by the IDFC FIRST Bank. IDFC FIRST Bank has fled an appeal before the Hon’ble High Court at Delhi against the order of the Ld. District Court. The Hon’ble Court was pleased to pass a stay order against the impugned order passed by the Ld. District Court. The present appeal is pending before for further hearing and disposal. The Case is list for hearingon 05.03.2024.

260 Annexure to Notice

Sr. No.	Case No.& Name of the Court	Name of parties	Brief facts of the case
11	CRI-M-A 82/2021 Before the Court of Sessions for Greater Mumbai at Dindoshi,	P.K.Trading Corporation and Ors vs. IDFC FIRST Bank Ltd.	This case involves a matter wherein, the complainant has challenged the legal proceedings initiated by IDFC FIRST Bank under Section 138 of the Negotiable Instruments Act, 1881. IDFC FIRST Bank is defending the case on merits. The case is listed for hearingon 05.03.2024.
12	CRL-AP/282/2023 Against CC-7532/2018 II Additional City Civil Court, Chennai	HNR Fruits Company Vs. IDFC First Bank	This case involves an appellant, who has challenged the conviction order pronounced by the Ld. FTC-V Court at Chennai, under Section 138 of the Negotiable Instruments Act, 1881. The appellant has prayed that the conviction and sentence earlier pronounced, be set aside and the appellant be acquitted. The said appeal has been defended by IDFC FIRST Bank and is pending to be posted for further proceedings by the Hon’ble Court. The case is listed for hearingon 14.03.2024.
13	MC 8 OF 2023 SDME at Barrackpore	Debi Prasad Karak vs. IDFC FIRST Bank	This case involves a petition under Section 144 of the Code of Criminal Procedure, 1973 fled before the Ld. SDME Court at Barrackpore, wherein, the complainant has prayed for an order restraining the employees of IDFC FIRST Bank from visiting the registered address of the complainant. The said matter has been addressed by IDFC FIRST Bank before the concerned Court of the Ld. Executive Magistrate and reply to the averments has been accordingly submitted as well. The case is listed for hearingis on 17.04.2024.
14	MP 1097 OF 2023 Executive Magistrate, 2ND Court, Howrah	BLB FOODS AND BEVERAGE (Bisu Poddar) vs. Soumili Das & Ors.	This case involves a complaint fled under Section 144 of the Code of Criminal Procedure, 1973 before the Ld. SDME at Howrah, wherein, the complainant has prayed for an order restraining the employees of IDFC FIRST Bank from visiting the registered address of the complainant. The said matter has been addressed by IDFC FIRST Bank before the concerned Court of the Ld. Executive Magistrate and reply to the averments has been accordingly submitted by the Bank. The case is listed on 12.04.2024.
15	MP 1098 OF 2023 2ndExecutive Magistrate, Howrah	BLB FOODS AND BEVERAGE (Bisu Poddar) Vs. Soumili Das & Ors.	This case involves a petition under Section 107 of the Code of Criminal Procedure, 1973 which was fled before the Ld. SDME at Howrah, wherein, the complainant has prayed for an order restraining the employees of IDFC FIRST Bank from visiting the registered address of the complainant. The said matter has been addressed by IDFC FIRST Bank before the concerned Court of the Ld. Executive Magistrate and reply to the averments has been accordingly submitted as well. The case is listed for hearingon 12.04.2024.
16	MP 3619 OF 2023 SDME, 2ND Court, Barasat	DEB ENTERPRISE (RATAN JANA) vs. Md. Ghaus & Ors.	This case involves a petition under Section 144 of the Code of Criminal Procedure, 1973 which was fled before the Ld. SDME at Barasat, wherein, the complainant has prayed for an order restraining the employees of IDFC FIRST Bank from visiting the registered address of the complainant. The said matter has been addressed by IDFC FIRST Bank before the concerned Court of the Ld. Executive Magistrate and reply to the averments has been accordingly submitted as well. The case is listed on 9.05.2024.
17	MP 3620 OF 2023 SDME, 2ND Court, Barasat	DEB ENTERPRISE (RATAN JANA) vs. Md. Ghaus & Ors.	This case involves a petition under Section 107 of the Code of Criminal Procedure, 1973 which was fled before the Ld. SDME at Barasat, wherein, the complainant has prayed for an order restraining the employees of IDFC FIRST Bank from visiting the registered address of the complainant .The said matter has been addressed by IDFC FIRST Bank before the concerned Court of the Ld. Executive Magistrate and reply to the averments has been accordingly submitted as well. The case is listed on 9.05.2024.
18	Criminal Application No. 1344 of 2022 in the High Court of Judicature at Bombay	Ashishkumar Bairagra & Ors. vs. The State of Maharashtra and Anr.	This case involves a criminal application fled by Ashishkumar Bairagra and Ors. requesting the Hon’ble Court for their names to be deleted from the complaint fled by IDFC FIRST Bank under the Negotiable Instruments Act, 1881. As part of this application, the applicant has also challenged previous orders passed by the Hon’ble Sessions Court at Mumbai for rejecting their request for deletion of names as array of parties. The case is listed forpassingorder bythe Court.

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Sr. No.	Case No.& Name of the Court	Name of parties	Brief facts of the case
19	Sp. Cr. Application Direction) No. 7965 of 2021, High Court of Gujarat at Ahmedabad	Golden Bag Technology Private Ltd. through Shaik Mahammad Abdul Niyaz vs. State of Gujarat and Ors.	This case involves a debit freeze that was marked by IDFC FIRST Bank on an account pursuant to the instructions of the Cyber Crime Cell at Jamnagar, Gujarat. Aggrieved by the aforesaid, the petitioner approached Hon’ble High Court seeking directions for removal of the debit freeze. The Bank will be guided by the court directives for lifting of the freeze order. The case is listed for hearingon 04.04.2024.
20	CC No.455/PW/2022 Metropolitan Magistrate 44thCourt Andheri Mumbai	Abdul Rehman Abdul Karim Safri vs. State of Maharashtra and Ors.	This case involves an account where freezing action was undertaken by IDFC FIRST Bank pursuant to instructions from the police. Basis the letter dated October 12, 2020, received from the complainant, the concerned police offcials had requested IDFC FIRST Bank to freeze the bank account held by Abdul Rehman Safri. Aggrieved by the aforesaid, an application was fled by Abdul Rehman Safri seeking directions from the Metropolitan Magistrate Court to IDFC FIRST Bank for de-freezing his account. The Bank will be guided by the court directives for lifting of the freeze order. The case is listed for hearingon 30.08.2024.
21	Criminal Revision Application 288 of 2023 Session Court Mumbai	Deccan Merchant Bank vs. IDBI	This case involves a revision application fled by the complainant bank, i.e. Deccan Merchant Bank. In the original complaint application, it was alleged by Deccan Merchant Bank that certain funds were wrongfully transferred from its nodal account. Whilst the Hon’ble Trial Court allowed remittance of these transferred funds, they required Deccan Merchant Bank to issue a bank guarantee against such remittance. By way of this revision application, Deccan Merchant Bank has fled an appeal against the conditions imposed by the Hon’ble Trial Court for allowing such remittance. IDFC FIRST Bank is a proforma defendant on this revision application and no relief as such has been sought against IDFC FIRST Bank. The last hearing was listed on 27.02.2024 and the next date of hearing is awaited.
22	Criminal case no. 466/ 2023 Sessions Court, Saharanpur	Nand Kishore vs. Shyam Ltd.	This case involves a notice for invocation of guarantee that was issued to IDFC FIRST Bank pursuant to a dispute between the parties. IDFC FIRST Bank had denied the payment as the total amount was not deposited by Shyam Ltd. in its account with IDFC FIRST Bank. Given the denial of payment, Nand Kishore fled a criminal complaint. The Hon’ble Trial Court rejected his prayer stating that the dispute was civil in nature. Accordingly, Nand Kishore has fled a revision petition before the Hon’ble Appellate Court. The next date of hearingis awaited.
23	CR 548 OF 2020 LD- Chief Judicial Magistrate, 1stcourt Jalpaiguri	Ashok kumar Prasad vs. IDFC FIRST Bank & Anr.	This case involves a matter wherein, a complaint has been fled against IDFC FIRST Bank under Sections 409 and 420 of the Indian Penal Code, 1860. The said complaint is pending before the Ld. CJM, 1stcourt at Jalpaiguri. IDFC FIRST Bank has fled the necessary reply to the averments made by the complainant, before the Ld. Court. The case is listed for hearingon 02.03.2024.
24	Criminal Revision No 105/2023 Asst. Sessions Judge, Kurukshetra	Zinka Solutions Pvt. Ltd. vs. Ankit Sharma	This case involved a matter where the Judicial Magistrate First Class, Kurukshetra passed and order directing IDFC FIRST Bank to transfer an amount of INR 25000/- from the bank account of Zinka Solutions Pvt. Ltd. held with them to the bank account of one, Akash Verma held with another bank. Zinka fled a criminal revision petition against the aforementioned. IDFC FIRST Bank has been arrayed as a proforma respondent in this revision petition. The Court of Additional Sessions Judge, Kurukshetra has granted a stay. The next date of hearingis awaited.
25	Miscellaneous Case 707/2023 in C.R. No. 06/2023 Additional CMM Bhoiwada, Dadar, Mumbai	Pramod Shankar vs. State of Maharashtra and Ors.	This case involves an application fled by Pramod Shankar claiming that certain sums were fraudulently debited from his bank accounts to a bank account held with IDFC FIRST Bank. The Bank has entered appearance and defending the case. The next date of hearing is awaited.

262 Annexure to Notice

Sr. No.	Case No.& Name of the Court	Name of parties	Brief facts of the case
26	Notice No. 227/N/2023 in CR No. 0478/2022 Ld. Additional Chief/ Chief Metropolitan Magistrate Court, Andheri	Anita Satish Chandra Verma vs. State of Maharashtra	This case involves a complainant claiming that certain sums were fraudulently debited from his bank accounts to a bank account held with IDFC FIRST Bank. Accordingly, the complainant has fled the present case requesting that the said amount to be returned. The Bank has entered appearance and defending the case. The next date of hearingis awaited
27	Miscellaneous Case 1323/2023 in CR No. 22 of 2022 (South Region Cyber Wing) Additional CMM, 18th Court,Girgaon,Mumbai	India Bullion and Jewelers Association vs. State of Maharashtra	This case involves a complainant claiming that certain sums were fraudulently debited from his bank accounts to a bank account held with IDFC FIRST Bank. Accordingly, the complainant has fled the present case requesting that the said amount to be returned. The Bank has entered appearance and defending the case. The next date of hearing is awaited.
28	CRR/474/2023 District and sessions court Indore	Vandana Sharma and Ors. Vs Manager-IDFC FIRST BANK and Ors.	This case involves a criminal revision petition, wherein, the complainant has challenged the order of the Court. Subsequently, IDFC FIRST Bank has made necessary submission before the Ld. Court praying for dismissal of the matter. The case is listed for hearingon 12.03.2024.
29	MP No. 3233 of 2023 New Sub Divisional Magistrate Executive at Bidhannagar	Uttam Jaiswal vs. IDFC FIRST Bank Ltd. & Ors.	This case involves a petition under Section 107 of the Code of Criminal Procedure, 1973, which was fled before the Ld. SDME Bidhannagar, wherein, the complainant has prayed for an order restraining the employees of IDFC FIRST Bank from visiting the registered address of the complainant. The said matter has been addressed by IDFC FIRST Bank before the concerned Court of the Ld. Executive Magistrate and reply to the averments has been accordingly submitted as well. The case is listed for hearingon 29.04.2024.
30	AC 4413 OF 2018 7thJM/Alipore	Ananda Sankar Sarbajna prop-of M/s A. S. Retail vs. IDFC FIRST Bank & Ors.	This case involves a matter wherein, a complaint was fled against an employee of IDFC FIRST Bank on account of a loan recovery incident for loan undertaken from IDFC FIRST Bank. IDFC FIRST Bank has obtained bail for the concerned accused employees. Further, IDFC FIRST Bank is in the process of fling an application u/s 482 of the Code of Criminal Procedure, 1973, before the Hon’ble High Court at Calcutta for necessary adjudication. The next date of hearingis awaited.
31	SC 253 of 2021 Principal Sub Judge Judge/ Madurai	Karthick. Sekar, Samayanallur P.S. vs. Raja- IDFC FIRST Bank	This case involves an FIR lodged by the complainant against the manager of IDFC FIRST Bank. An anticipatory bail for the accused has been obtained from the Hon’ble High Court at Madras, Madurai Bench. Subsequently, a discharge application has also been fled before the Ld. Sessions Court praying for the accused to be discharged as there are no suffcient grounds to proceed further. The case is listed for hearingon 24.04.2024.
32	Special SC/ST case No.27/2021 CRIMINAL Court	Kotresh vs. Channagiri police station	This case involves an FIR fled by the complainant against an employee of IDFC FIRST Bank. Based on the complaint, the local police offcials conducted an inquiry in which IDFC FIRST Bank extended necessary support and co-operation and also obtained anticipatory bail for the accused employee. Subsequently, IDFC FIRST Bank had also fled a criminal revision petition before the Hon’ble High Court at Karnataka (CRL PET NO 3897/2022) for quashing further proceedings against the accused. The Hon’ble Court was pleased to pass an order to stay any further criminal proceeding against the accused. The next date of hearingis awaited.
33	GR 5096 OF 2022 CJM JALPAIGURI	State vs. Vivekananda Ghosh & Ors.	This case involves a matter wherein, the complainant has fled a counter FIR against few employees of IDFC FIRST Bank. IDFC FIRST Bank has obtained bail for the concerned employees and is in the process of fling an application for quashing of the FIR before the Hon’ble High Court at Calcutta. The next date of hearingis awaited.

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Sr. No.	Case No.& Name of the Court	Name of parties	Brief facts of the case
34	GR 803 of 2019 (Bidhannagar PS case no-155 of 2019 ACJM Bidhannagar	Puja Enterprise vs. Sanjay Sardar & Ors. (Tanisha Chanda & Ors.)	This case involves a matter wherein, a false and misleading FIR was lodged by the complainant against certain representatives of IDFC FIRST Bank. Nonetheless, IDFC FIRST Bank has provided necessary support to the concerned police station and successfully complied with notice issued to them under Section 41A, Code of Criminal Procedure, 1973. Subsequently, an application under section 482 of the Code of Criminal Procedure, 1973, has already been fled before the Hon’ble High Court at Calcutta quashing of FIR. The case is listed for hearingon 25.03.2024
35	P.S. 300/2023 Bhangagarh P.S. City Sessions court at Kamrup.	Alphee Fahmeed vs. Manish Agarwal & Ors.	This case involves a matter, wherein, the complainant has fled a counter FIR against few employees of IDFC FIRST Bank. Thereafter, a notice of appearance under section 41A of the Code of Criminal Procedure, 1973, was issued to IDFC FIRST Bank, on receipt of which, necessary support to the concerned police station has been provided in compliance with the said notice. The next date of hearingis awaited.
36	AC 158 OF 2022 ACJM ALIPORE	Smt. Mithu Dey vs. Atanu Basak & Ors. (Accused of no-3 Arbind Poddar & (4) IDFC FIRST Bank)	This case involves a complaint fled against employees of multiple fnancial institutions including IDFC FIRST Bank. IDFC FIRST Bank has provided necessary support to the concerned police station on their investigation in the matter and obtained bail for the concerned accused representing IDFC FIRST Bank. The next date of hearingis awaited.

Notes:

• i. The Bank is party to certain pre-litigation notices/ FIRs/ complaints/ enquiries, etc, received by any of the Bank, its Subsidiary, its Directors and/or its Promoter from third parties (including law enforcement agencies) in the ordinary course of its business and the same is not considered as litigation proceedings for the purposes of this disclosure till such time that any of the Bank, its Subsidiary, its Directors and/or its Promoter, are impleaded as parties in any litigation proceedings before any court, tribunal or governmental authority, or is notified by any governmental, statutory or regulatory authority of any such proceeding that may be commenced.

• ii. There are no outstanding matters involving the Directors of the Bank, an adverse outcome of which could materially and adversely affect the financial position, business, operations, prospects or reputation of the Bank on a consolidated basis. However, certain cases have been filed against the Bank in the ordinary course of business wherein some of our Directors have been made a party without any specific relief being sought against them.

• iii. We have considered cut-off date of December 31, 2023, for determining the details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken against the Amalgamated Company.

B. Details of Actions taken/ initiated by Reserve Bank of India, SEBI or any other regulator against the Amalgamated Company.

1. The Reserve Bank of India (“ RBI ”) issued a SCN dated December 06, 2023, under Sections 35, 35A, 46 and 47A of the Banking Regulation Act, 1949 to the Bank. The SCN relates to an infrastructure loan granted to a borrower in FY 2016-17 and FY 2017-18. The Bank has responded to the said SCN and is awaiting the outcome.

2. The Unique Identification Authority of India (“ UIDAI ”) vide its letter dated March 25, 2022, issued a SCN to the Bank regarding violations of the UIDAI enrollment process guidelines. Pursuant to the SCN, the matter was examined, and no cases of malpractice were observed at the concerned branch of the Bank in general or by the operator in-charge. The Bank did not come across any wrong or untoward behaviour of the operator. Whilst these findings were duly submitted by the Bank to UIDAI, however, UIDAI has imposed a penalty of 50,000/- (Rupees Fifty Thousand) on the Bank.

3. Basis the monthly reporting done by the Bank for ATM cash-out for the month of February, 2022, the RBI, Chandigarh imposed a penalty of 10000/- (Rupees Ten Thousand) on IDFC FIRST Bank on July 14, 2022, in terms of the RBI circular “Monitoring of Availability of Cash in ATM” – DCM (RMMT) No.S153/11.01.01/2021-22 dated August 10, 2021. The penalty was levied on account of unavailability of cash in the ATM.

4. On March 1, 2023, RBI levied a penalty of 10,000/- (Rupees Ten Thousand) on the Bank with respect to deficiencies observed on exchange of notes during RBI’s incognito visit to the Raipur branch of the Bank.

5. On February 25, 2020, RBI imposed a penalty of 10,000/- (Rupees Ten Thousand) on the Bank with respect to deficiencies observed during RBI’s incognito visit to the Cunningham Road branch of the Bank.

6. Vide its order dated August 25, 2021, the Securities and Exchange Board of India (“ SEBI ”), imposed a monetary penalty of 6,00,000/- (Rupees Six Lakh) on the Bank, in relation to an old SEBI SCN (which pertained to non-disclosure of certain

Non-Disposal Undertakings/ Security Net Agreements executed during the year 2011-12). The Bank has paid the above penalty and complied with the SEBI order.

• Notes :

• i. Details of actions taken/ initiated by the RBI, SEBI or any other regulator contains details of such actions initiated by the respective regulators against the Amalgamated Company during the preceding 5 financial years and for FY’23-24 till December 31, 2023, where such regulatory authorities have imposed penalties / issued strictures / prohibitions / restrictions on the Bank.

264 Annexure to Notice

C. Details of Tax matters against the Amalgamated Company

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a. Direct tax matters
Sr. Concerned Concerned Tax Amount Brief facts/ issues Current Status
No. Department Period (refer note
below
( in mn)
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Sr. No.	Concerned Department	Concerned Period	Tax Amount (refer note below ( in mn)	Brief facts/ issues	Current Status
1	Income tax department	AY 1997-98	-	Interest paid to subscriber - Issue of enhancement of income	Matter is restored by High Court to the Commissioner of Income tax (Appeals) [‘CIT(A)’]
2	Income tax department	AY 2003-04	-	Allowing exemption for certain charges under section 10 (23G) deduction under section 36(1)(viia)(c) and 36(1)(viii),Issue relating to set off/carryforward of longterm capital loss	Appeal is pending before Madras High Court
3	Income tax department	AY 2004-05	-	Allowing exemption for certain charges under section 10 (23G), Deduction under section 36(1)(viia)(c) ,Set off of brought forward long term capital loss	Appeal is pending before Madras High Court
4	Income tax department	AY 2005-06	-	Allowing exemption for certain charges under section 10 (23G) and Deduction under section 36(1)(viia)(c)	Appeal is pending before Madras High Court
5	Income tax department	AY 2006-07	-	Allowing exemption under section 10 (23G) for certain charges and Deduction under section 36(1)(viia)(c)	Appeal is pending before Madras High Court
6	Income tax department	AY 2007-08	-	Computation of deduction under section 36(1) (viia)(c)	Appeal is pending before Madras High Court
7	Income tax department	AY 2007-08	-	Denial of deduction for loss on assignment of loan and provision for standard assets	Appeal is pending before Madras High Court
8	Income tax department	AY 2009-10	-	Disallowance of expenditure incurred to earn exempt income	Appeal is pending before CIT(A)
9	Income tax department	AY 2010-11	-	Disallowance of expenditure incurred to earn exempt income Denial of deduction u/s 36(1) (viia)(c) for standard asset provision, Denial of deduction u/s 36(1)(viii) for interest on debentures, Denial of deduction for interest on zero coupon bonds, Denial of deduction for mark to market loss on current investments	Appeal is pending before the Income tax Appellate Tribunal (‘ITAT’), Chennai
10	Income tax department	AY 2011-12	-	Disallowance of retail bond issue expenses	Appeal is pending before the ITAT, Chennai
11	Income tax department	AY 2012-13	-	Disallowance for expenditure incurred to earn exempt income, Deduction u/s 36(1)(viia) (c) towards provision for standard assets, Disallowance in respect of deduction for retail bond issue expense, Short grant of credit for taxes paid by venture capital funds (‘VCF’), Short grant of credit tax deducted at source and denial of credit paid as minimum alternate tax	Appeal is pending before CIT(A)/

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Sr. Concerned Concerned Tax Amount Brief facts/ issues Current Status
No. Department Period (refer note
below
( in mn)
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Sr. No.	Concerned Department	Concerned Period	Tax Amount (refer note below ( in mn)	Brief facts/ issues	Current Status
12	Income tax department	AY 2013-14	-	Disallowance for expenditure incurred to earn exempt income, Short grant of deduction u/s 36(1)(viia) towards provision for bad and doubtful debts, disallowance of penalty paid to RBI, Non grant of depreciation on expenditure disallowed in earlier years as capital expenditure, taxation of retail bond issue expenses written back, Short grant of credit for taxes paid by VCF, Denial of excess dividend distribution tax paid	Appeal is pending before CIT(A)
13	Income tax department	2014-15	-	Disallowance for expenditure incurred to earn exempt income, Short grant of deduction for transfer to Special Reserve u/s 36(1) (viii),Short grant of deduction u/s 36(1)(viia) towards provision for bad and doubtful debts, Disallowance in respect of deduction for interest cost on zero percent bonds, Short grant of credit for taxes paid by VCF	Appeal is pending before CIT(A)
14	Income tax department	AY 2014-15	-	Disallowance of expenditure incurred to earn exempt income, payments to related persons and deduction for bad debts	Appeal is pending before CIT(A)
15	Income tax department	2015-16	-	Disallowance for expenditure incurred to earn exempt income, Non grant of claim for deduction of amount taxed as perquisites in the hands of employees on exercise of ESOP, Short grant of credit for taxes paid by VCF, Short grant of credit tax deducted at source, Interest under Section 234C of the Act	Appeal is pending before CIT(A)
16	Income tax department	2015-16 (reassessment)	2705.83	Disallowance of unrealised loss on foreign currency hedges, short grant of deduction under Section 36(1)(viia) for provision for bad and doubtful debts, 36(1) (viii) for transfer to Special Reserves, disallowance of expenditure to earn exempt income, treatment of income from sale of shares	Appeal is pending before CIT(A) and the Company has also fled a writ petition which is pending before the Madras High Court
17	Income tax department	AY 2016-17	-	Disallowance of expenditure incurred to earn exempt income, Non-consideration of claim of deduction under Chapter VIA, Disallowance for provision in diminution in value of treasury investments, Disallowance of penal interest, Non-consideration of deduction for premium on amortisation of HTM securities, Non grant of claim for deduction of amount taxed as perquisites in the hands of employees on exercise of ESOP	Appeal is pending before the ITAT, Chennai
18	Income tax department	AY 2016-17 (reassessment)	347.95	Deduction under Section 36(1)(viii) for transfer to Special Reserve	Appeal is pending before CIT(A)
19	Income tax department	AY 2017-18	10.24	Disallowance of expenditure incurred to earn exempt income	Appeal is pending before CIT(A)
20	Income tax department	AY 2017-18 (reassessment)	371.95	Disallowance under Section 43B for interest payable and disallowance of ESOP expenses	Appeal is pending before CIT(A)
21	Income tax department	AY 2018-19	-	Disallowance of expenditure incurred to earn exempt income	Appeal is pending before CIT(A)

266 Annexure to Notice

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Sr. Concerned Concerned Tax Amount Brief facts/ issues Current Status
No. Department Period (refer note
below
( in mn)
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Sr. No.	Concerned Department	Concerned Period	Tax Amount (refer note below ( in mn)	Brief facts/ issues	Current Status
22	Income tax department	AY 2018-19	-	Disallowance of expenditure incurred to earn exempt income and Section 80JJAA deduction	Appeal has to be fled before the ITAT, Chennai
23	Income tax department	AY 2019-20	-	Disallowance of expenditure incurred to earn exempt income, Disallowance of broken period interest, transfer pricing adjustment, Short grant of credit tax deducted at source	Appeal is pending before CIT(A)
24	Income tax department	AY 2019-20	1.78	Demand for TDS on payments made to foreign associated enterprise	Appeal is pending before CIT(A)

Notes :

• i. The matters prior to and upto period AY 2015-16 (except sr.no. 8 and 14 which pertain to erstwhile Capital First Securities Ltd), pertains to IDFC Limited prior to demerger in year 2015 and were transferred to IDFC Bank Limited (now IDFC FIRST Bank) as part of the demerger Scheme.

• ii. For direct tax matters, in case of appeals filed by the Bank, the tax amount refers to tax demands that remain unpaid as on date. Further, the table also includes appeals filed in the name of entities/ businesses which have either merged with/ demerged from the Bank, for periods prior to the event of merger/ demerger, as relevant. As on the date of this document, all outstanding proceedings that are pending are in the nature of appeals filed by IDFC Limited/ our Bank/ erstwhile Capital First Ltd and its subsidiaries against the orders passed by the relevant tax departments. Our Bank has deposited all amounts payable under the demand notices received from the tax authorities, and there are no outstanding demands payable by our Bank as on date of this document, except the amounts mentioned in the above table. These other matters, if decided in favour of our Bank, will result in refunds to the extent of the demands paid earlier by us. The total amount in dispute for direct tax matters includes an amount of 2,705.83 mn pending in respect of IDFC Ltd for AY 2015-16. Kindly note that IDFC Ltd has filed a writ petition before the Hon’ble Madras High court against the proceedings for AY 2015-16 and has received a stay on the same from the Hon’ble High Court. Hence, this demand is not enforceable and this fact has also been mentioned by the assessing officer in his order for AY 2015-16 dated March 31, 2022.

• iii. We have considered cut-off date of December 31, 2023, for determining the details of Direct Tax matters against the Amalgamated Company.

• b. Indirect tax matters:

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Sr. Concerned Concerned Tax Amount Brief facts/ issues Current Status
No. Department Period (refer note
below)
( in mn)
----- End of picture text -----

Sr. No.	Concerned Department	Concerned Period	Tax Amount (refer note below) ( in mn)	Brief facts/ issues	Current Status
1	Service tax department	FY 2010-11 to 2014-15	5.83	Applicability of service tax under reverse charge on arrangement fees paid to Asian Development Bank and International Finance Corporation.	Appeal is pending before the CESTAT, Mumbai
2	Service tax department	July 2010 to September 2015	55.64	Applicability of service tax on liquidated damages	Appeal is pending before the CESTAT,Mumbai
3	GST department	July 2017	2.22	Demand on account of CENVAT Credit transitioned through Table 7(b) of Form GST TRAN - 1	Appeal is pending before Commissioner (Appeals)
4	GST department - Assam	FY 2017-18	3.54	Demand due to denial of Input tax credit (‘ITC’) on certain transactions	Company in the process of fling appeal before Commissioner(Appeals)
5	GST department- Maharashtra	FY 2017-18	15.27	Demand due to denial of ITC on certain transactions, demand under reverse charge on DSA commission,etc	Company in the process of fling appeal before Commissioner(Appeals)
6	GST department – West Bengal	FY 2017-18	5.29	Demand due to denial of ITC on same PAN transactions	Company in the process of fling appeal before Commissioner(Appeals)
7	GST department – Tamil Nadu	FY 2017-18	26.83	Levy of GST on non-taxable supplies and denial of ITC on certain transactions	Company in the process of fling appeal before Commissioner(Appeals)

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Notes :

• i. The matters prior to period ending September 30, 2015, pertains to IDFC Limited prior to demerger in year 2015 and were transferred to IDFC Bank Limited (now IDFC FIRST Bank) as part of the demerger Scheme.

• ii. For the indirect tax matters, in case of appeals filed by the Bank, the tax amount refers to the amount of tax in dispute. Further, the table also includes appeals filed in the name of entities/ businesses which have either merged with/ demerged from the Bank, for periods prior to the event of merger/ demerger.

• iii. We have considered cut-off date of December 31, 2023, for determining the details of Indirect Tax matters against the Amalgamated Company.

• D. Ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken against the promoters of Amalgamated Company and details of regulatory actions

IDFC Limited

Status of outstanding demand and litigation thereto

Sr. No.	Assessment Year	Demand as per Portal (including interest) (amount in)	Brief facts/issues	Current Status
1	2020-21	76,62,342	- Short credit of TDS and self- assessment tax credit; - Consequential erroneous interest levied due to above short credit.	Appeal is pending before CIT(A), NFAC and rectifcation application is pending before the AO
2	2018-19	8,48,61,166	- Penalty levied u/s 270A	Revision order u/s 264 is received setting aside the order of penalty and hence the demand does not sustain
3	2018-19	3,30,56,604	- Disallowance under section 14A (expenses incurred in relation to exempt income); - Denial of deduction u/s 36(1)(viia) [provision for bad and doubtful debts] - Consequential erroneous interest levied due to above additions.	Appeal is pending before CIT(A), NFAC
4	2017-18	25,77,61,344	- Addition for reversal of provision for Bonus not offered to tax; - Short credit of TDS, TCS and advance tax credit; - Consequential erroneous interest levied due to above short credit.	- CIT(A) has dismissed the appeal against reassessment order as withdrawn on account of company opted for vivad se vishwas for original assessment proceedings. We are in the process of fling a rectifcation application/appeal against the same as the same is erroenously withdrawn - Rectifcation application is pending before the AO
5	2016-17	1,49,68,35,014	- Disallowance under section 14A (expenses incurred in relation to exempt income); - Reduction of deduction u/s 36(1) (viii) [in relation to special reserve created from income from specifed business] - Reduction of deduction u/s 36(1) (viia) [provision for bad and doubtful debts] - Consequential erroneous interest levied due to above additions.	Favourable CIT(A) order received quashing the reassessment order and hence the demand does not sustain

268 Annexure to Notice

Sr. No.	Assessment Year	Demand as per Portal (including interest) (amount in)	Brief facts/issues	Current Status
6	2016-17	22,82,51,082	- Disallowance under section 14A (expenses incurred in relation to exempt income); - Denial of credit for taxes paid by venture capital funds as representative assessees on behalf of the Company; - Non-grant of claim for deduction of amount taxed as perquisite in the hands of employees on exercise of employee stock options; - Non-consideration of claim of deduction under section 80-IA(4); - Consequential erroneous interest levied due to above additions.	Favourable CIT(A) order received. OGE to CIT(A) order awaited

IDFC Alternatives Limited (“IAL”) (Merged with IDFC Limited w.e.f 01 April 2021) Status of outstanding demand and litigation thereto

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Sr. Assessment Demand as per Brief facts/issues Current Status
No. Year Portal (including
interest) (amount
in )
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Sr. No.	Assessment Year	Demand as per Portal (including interest) (amount in)	Brief facts/issues	Current Status
1	2020-21	52,446,915	- Disallowance of shared service costs paid to group company; - Erroneous computation of Business income and gross total income (ad-hoc addition); - Consequential erroneous interest levied due to above additions.	Appeal is pending before CIT(A), NFAC
2	2019-20	8,095,480	- Short credit of TDS; - Consequential erroneous interest levied due to above short credit.	Grievance and rectifcation pending with Centralised Processing Centre
3	2018-19	38,656,193	- Disallowance of shared service costs paid to group company; - Erroneous computation of Business income (earlier year income considered in this year’s income); - Consequential erroneous interest levied due to above additions.	CIT(A) favourable order received on 16 August 2023. Order Giving Effect to CIT(A) order is yet to be passed
4	2015-16	3,887,770	- Disallowance of shared service costs paid to group company; - Short credit of TDS; - Consequential erroneous interest levied due to above additions; - Erroneous addition to the bookproft for MAT.	CIT(A) favourable order received on 24 November 2023. Order Giving Effect to CIT(A) order is yet to be passed

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IDFC Projects Limited (Merged with IDFC Limited w.e.f 01 April 2021) Status of outstanding demand and litigation thereto

Sr. No.	Assessment Year	Demand as per Portal (including interest) (amount in)	Brief facts/issues	Current Status
1	2014-15	1,510	Erroneous demand	Erroneous outstanding demand is appearing on the portal for which a response has been fled. Rectifcation pendingwith the AO
2	2012-13	22,040

IDFC Trustee Company Limited (Merged with IDFC Limited w.e.f 01 April 2021)

Status of outstanding demand and litigation thereto

Sr. No.	Assessment Year	Demand as per Portal (including interest) (amount in)	Brief facts/issues	Current Status
1	2020-21	778,529	Addition of income already offered to tax in return of income	Grievance and rectifcation pending with Centralised Processing Centre
2	2008-09	3,844	Erroneous demand	Erroneous outstanding demand is appearing on the portal for which a response has been fled. The said demands are already adjusted against refund of other year.
3	2007-08	19,567	Erroneous demand

Project Equity (Merged with IDFC AL and IAL merged with IDFC Limited)

Status of outstanding demand and litigation thereto

Sr. No.	Assessment Year	Demand as per Portal (including interest) (amount in)	Current Status
1	2010-11	1,250,300	Pendingwith the AO

IDFC Finance (Merged with IDFC AL and IAL merged with IDFC Limited)

Status of outstanding demand and litigation thereto

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Sr. Assessment Year Demand as per Portal (including interest) Current Status
No. (amount in )
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Sr. No.	Assessment Year	Demand as per Portal (including interest) (amount in)	Current Status
1	2007-08	28,389	Pendingwith the AO
2	2008-09	209,724	Pendingwith the AO
3	2012-13	272,251	Pendingwith the AO
4	2013-14	324,940	Pendingwith the AO
5	2014-15	763,980	Pendingwith the AO

IDFC Alternatives Limited (Now merged with IDFC Limited)

Sr. No.	Concerned Department	Concerned Period	Tax Amount ( in mn)	Brief facts/ issues	Current Status
1	GST department	2017-18	-	-	No audit proceedings initiated
2	GST department	2018-19	254.43	Less paid tax (CGST) on credit note pertaining to pre GST supplies, Excess ITC claimed in GSTR 3B, Ineligible ITC claimed, Tax not paid on other income (exempt income), non reversal of ITC on exempt supply	Reply to Show Cause Notice pending before the State Tax Offcer

270 Annexure to Notice

Sr. No.	Concerned Department	Concerned Period	Tax Amount ( in mn)	Brief facts/ issues	Current Status
3	GST department	2019-20	7.5	Excess outward tax in GSTR 1 compared to GSTR 9/GSTR 3B, Excess ITC claimed in GSTR 3B/9 which is not confrmed in GSTR 2A or 8A of GSTR 9	Company is in process of fling Appeal before Deputy Commissioner (Appeals)
4	GST department	FY 2020-21	3.14	Excess outward tax in GSTR 1 compared to GSTR 9/GSTR 3B, Excess ITC claimed in GSTR 3B/9 which is not confrmed in GSTR 2A or 8A of GSTR 9	Company has fled response against audit observation issued by adjudicating offcer and awaiting fnal order
5	GST department	July 2019	18.66	Demand due to denial of refund due to issuance of credit note on supplies pertaining to pre GST period	Company has fled appeal before Joint Commissioner (Appeals).

Notes:

i. For above indirect tax matters, in case of appeals filed by the Company, the tax amount refers to the amount of tax in dispute exclusive of interest and penalty.

Regulatory Actions

IDFC Limited

Sr. No.	Description
1	The BSE Limited vide its email dated February 22, 2024 have issued a notice for penalty of 8,02,400 on IDFC Limited for non‐compliance under Regulation 17(1)(c) of SEBI LODR i.e. requirement of minimum 6 Directors by a Listed Entity.
2	The National Stock Exchange of India Limited vide its email dated Fsebruary 22, 2024 have issued a notice for penalty of 8,02,400 on IDFC Limited for noncompliance under Regulation 17(1)(c) of SEBI LODR i.e. requirement of minimum 6 Directors by a Listed Entity.

IDFC Financial Holding Company Limited Status of outstanding demand and litigations thereto

Sr. No	Assessment Year	Demand as per Portal (including interest) (amount in)	Brief facts/issues	Current Status
1	2019-20	12,750,620	Interest levied u/s 234C for full year on capital gains income which accrued duringlastquarter of theyear	CIT(A) order is passed on 04 December 2023. The appeal to Tribunal is fled on January29,2024.

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Annexure 23

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IDFC Limited	IDFC Limited	IDFC Limited	IDFC Limited	IDFC Limited
Status of outstanding demand and litigation thereto
Amount(in Rs.)
Sr. No.	Assessment Year	Demand as per Portal (including interest)	Brief facts/issues	Current Status
1	2020-21	76,62,342	- Short credit of TDS and self-assessment tax credit; - Consequential erroneous interest levied due to above short credit.	Appeal is pending before CIT(A), NFAC and rectification application is pendingbefore the AO
2	2018-19	8,48,61,166	- Penalty levied u/s 270A	Revision order u/s 264 is received setting aside the order of penalty and hence the demand does not sustain
3	2018-19	3,30,56,604	- Disallowance under section 14A (expenses incurred in relation to exempt income); - Denial of deduction u/s 36(1)(viia) [provision for bad and doubtful debts] - Consequential erroneous interest levied due to above additions.	Appeal is pending before CIT(A), NFAC
4	2017-18	25,77,61,344	- Addition for reversal of provision for Bonus not offered to tax; - Short credit of TDS, TCS and advance tax credit; - Consequential erroneous interest levied due to above short credit.	- CIT(A) has dismissed the appeal against reassessment order as withdrawn on account of company opted for vivad se vishwas for original assessment proceedings. We are in the process of filing a rectification application/appeal against the same as the same is erroenously withdrawn - Rectification application is pending before the AO
5	2016-17	1,49,68,35,014	- Disallowance under section 14A (expenses incurred in relation to exempt income); - Reduction of deduction u/s 36(1)(viii) [in relation to special reserve created from income from specified business] - Reduction of deduction u/s 36(1)(viia) [provision for bad and doubtful debts] - Consequential erroneous interest levied due to above additions.	Favourable CIT(A) order received quashing the reassessment order and hence the demand does not sustain
6	2016-17	22,82,51,082	- Disallowance under section 14A (expenses incurred in relation to exempt income); - Denial of credit for taxes paid by venture capital funds as representative assessees on behalf of the Company; - Non-grant of claim for deduction of amount taxed as perquisite in the hands of employees on exercise of employee stock options; - Non-consideration of claim of deduction under section 80-IA(4); - Consequential erroneous interest levied due to above additions.	Favourable CIT(A) order received. OGE to CIT(A) order awaited

IDFC Alternatives Limited ('IAL') (Merged with IDFC Limited w.e.f 01 April 2021)	IDFC Alternatives Limited ('IAL') (Merged with IDFC Limited w.e.f 01 April 2021)	IDFC Alternatives Limited ('IAL') (Merged with IDFC Limited w.e.f 01 April 2021)	IDFC Alternatives Limited ('IAL') (Merged with IDFC Limited w.e.f 01 April 2021)	IDFC Alternatives Limited ('IAL') (Merged with IDFC Limited w.e.f 01 April 2021)
Status of outstanding demand and litigation thereto
Amount(in Rs.)
**Sr. No **	Assessment Year	Demand as per Portal (including interest)	Brief facts/issues	Current Status
1	2020-21	5,24,46,915	- Disallowance of shared service costs paid to group company; - Erroneous computation of Business income and gross total income (ad-hoc addition); - Consequential erroneous interest levied due to above additions.	Appeal is pending before CIT(A), NFAC
2	2019-20	80,95,480	- Short credit of TDS; - Consequential erroneous interest levied due to above short credit.	Grievance and rectification pending with Centralised ProcessingCentre
3	2018-19	3,86,56,193	- Disallowance of shared service costs paid to group company; - Erroneous computation of Business income (earlier year income considered in this year's income); - Consequential erroneous interest levied due to above additions.	CIT(A) favourable order received on 16 August 2023. Order Giving Effect to CIT(A) order is yet to be passed
4	2015-16	38,87,770	- Disallowance of shared service costs paid to group company; - Short credit of TDS; - Consequential erroneous interest levied due to above additions; - Erroneous additionto the bookprofitfor MAT.	CIT(A) favourable order received on 24 November 2023. Order Giving Effect to CIT(A) order is yet to be passed

272 Annexure to Notice

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	IDFC Projects Limited(Merged with IDFC Limited	IDFC Projects Limited(Merged with IDFC Limited	IDFC Projects Limited(Merged with IDFC Limited	w.e.f 01 April 2021)
	Status of outstanding demand and litigation thereto
				Amount (in Rs.)
		Demand asper
~~Sr. No~~	Assessment Year	Portal (including	~~Brief facts/issues~~	~~Current Status~~
1 2	2014-15 2012-13	~~interest)~~ 1,510 22,040	Erroneous demand	Erroneous outstanding demand is appearing on the portal for which a response has been filed. Rectificationpendingwith the AO

			IDFC Trustee Company Limited(Merged with IDFC	Limited w.e.f 01 April 2021)
			~~Status of outstanding demand and litigation thereto~~
				Amount(in Rs.)
Sr.	No	Assessment ~~Year~~	~~Demand as per~~ Portal (including interest) Brief facts/issues	Current Status
			Addition of income already offered to	Grievance and rectification pending with Centralised
	1	2020-21	7,78,529 tax in return of income	ProcessingCentre
	2	2008-09	3,844Erroneous demand	Erroneous outstanding demand is appearing on the portal for which a response has been filed. The said demands are
	3	2007-08	19,567Erroneous demand	already adjusted against refund of other year.

IDFC Project Equity Company Limited (Merged with IAL and IAL merged with IDFC Limited)	IDFC Project Equity Company Limited (Merged with IAL and IAL merged with IDFC Limited)	IDFC Project Equity Company Limited (Merged with IAL and IAL merged with IDFC Limited)	IDFC Project Equity Company Limited (Merged with IAL and IAL merged with IDFC Limited)
Status of outstanding demand and litigation thereto
			Amount(in Rs.)
Sr. No	Assessment Year	Demand as per Portal (including interest)	Current Status
1	2010-11	12,50,300	Pendingwith the AO

IDFC Finance(Merged with IAL and IAL merged with IDFC Limited)	IDFC Finance(Merged with IAL and IAL merged with IDFC Limited)	IDFC Finance(Merged with IAL and IAL merged with IDFC Limited)	IDFC Finance(Merged with IAL and IAL merged with IDFC Limited)
Status of outstanding demand and litigation thereto
			Amount(in Rs.)
Sr. No	Assessment Year	Demand as per Portal (including interest)	Current Status
1	2007-08	28,389	Pendingwith the AO
2	2008-09	2,09,724	Pendingwith the AO
3	2012-13	2,72,251	Pendingwith the AO
4	2013-14	3,24,940	Pendingwith the AO
5	2014-15	7,63,980	Pendingwith the AO

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IDFC Alternatives Limited (Now merged with IDFC Limited)

	S no	Concerned Department	Concerned Department	Concerned Period	Concerned Period	Tax Amount (Rs in mn)	Tax Amount (Rs in mn)	Brief facts/ issues	Current Status
	1.	GST department		2017-18		-		-	No audit proceedings ~~initiated~~
	~~2.~~		~~GST~~ department	~~2018~~	~~-19~~	~~254.43~~		~~Less paid tax (CGST) on credit~~ note pertaining to pre GST supplies, Excess ITC claimed in GSTR 3B, Ineligible ITC claimed, Tax not paid on other income (exempt income),non reversal of ITC on exempt supply	~~Reply to Show~~ Cause Notice pending before the State Tax Officer
	3.	GST ~~department~~		2019-20		7.5		Excess outward tax in GSTR 1 ~~compared to GSTR 9/GSTR 3B,~~ ~~Excess ITC claimed in GSTR 3B/9~~ ~~which is not confirmed in GSTR~~ 2A or 8A of GSTR 9	Company is in ~~process of~~ ~~filing Appeal~~ ~~before Deputy~~ Commissioner (Appeals)
	4.	GST department		FY 2020-21		3.14		Excess outward tax in GSTR 1 compared to GSTR 9/GSTR 3B, Excess ITC claimed in GSTR 3B/9 which is not confirmed in GSTR 2A or 8A of GSTR 9	Company has filed response against audit observation issued by adjudicating officer and awaiting final order
	5.	GST department		July 2019		18.66		Demand due to denial of refund due to issuance of credit note on supplies pertaining to pre GST period	Company has filed appeal before Joint Commissioner (Appeals).

Note 1: For above indirect tax matters, in case of appeals filed by the Company, the tax amount refers to the amount of tax in dispute exclusive of interest and penalty.

IDFC Limited

Corporate office: 906/907, 9th Floor, Embassy Centre, Jamnalal Bajaj Road, Nariman Point, Mumbai – 400021 Tel: +91 22 4222 2000 Registered Office: 4th Floor, Capitale Tower, 555 Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet Chennai - 600018, Tamil Nadu, India CIN: L65191TN1997PLC037415 | info@idfclimited.com |www.idfclimited.com

274 Annexure to Notice

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REGULATORY ACTIONS

~~IDFC LIMITED~~

Sr. No	.	Description
~~1.~~		~~The BSE Limited vide its email dated February 22, 2024 have issued a notice for~~ ~~penalty of Rs. 8,02,400 on IDFC Limited for non‐compliance under Regulation~~ ~~17(1)(c) of SEBI LODR i.e. requirement of minimum 6 Directors by a Listed~~ Entity.
2.		The National Stock Exchange of India Limited vide its email dated February 22, 2024 have issued a notice for penalty of Rs. 8,02,400 on IDFC Limited for non‐ compliance under Regulation 17(1)(c) of SEBI LODR i.e. requirement of minimum 6 Directors by a Listed Entity.

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IDFC Financial Holding Company Limited	IDFC Financial Holding Company Limited	IDFC Financial Holding Company Limited	IDFC Financial Holding Company Limited	IDFC Financial Holding Company Limited	IDFC Financial Holding Company Limited	IDFC Financial Holding Company Limited	IDFC Financial Holding Company Limited	IDFC Financial Holding Company Limited	IDFC Financial Holding Company Limited
Status of outstanding demand and litigation thereto
Sr.~~No~~		Assessment Year		~~Demand as per~~ ~~Portal (including~~ interest)		~~Brief facts/issues~~		~~Current Status~~
	1	2019-20		1,27,50,6	20	Interest levied u/s 2 on capital gains inco accrued during last q year	34C for full year me which uarter of the	~~CIT(A) order is passed on 04 December~~ 2023. The appeal to Tribunal is filed on January 29, 2024

276 Annexure to Notice

Annexure 24

IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - II, CHENNAI

Under Sections 230 to 232 of the Companies Act, 2013

In the matter of Scheme of Amalgamation

CA(CAA)/2(CHE)/2024

IDFC FINANCIAL HOLDING COMPANY LIMITED

CIN:U65900TN2014PLC097942 4[TH] FLOOR, CAPITALE TOWER, 555 ANNA SALAI, THIRU VI KA KUDIYIRUPPU, TEYNAMPET, CHENNAI – 600 018

… 1[st] Applicant / Transferor Company

And

IDFC LIMITED

CIN: L65191TN1997PLC037415 4[TH] FLOOR, CAPITALE TOWER, 555 ANNA SALAI, THIRU VI KA KUDIYIRUPPU, TEYNAMPET, CHENNAI – 600 018

… 2[nd] Applicant/ Transferee Company / Amalgamating Company

And

IDFC FIRST BANK LIMITED KRM TOWER, 7[TH] FLOOR, NO.1, HARRINGTON ROAD, CHETPET, CHENNAI – 600 031

… 3[rd] Applicant /Amalgamated Company

CORAM

JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

For Applicant(s): R. Murari, Senior Advocate For Preeti Mohan, Advocate

Order Pronounced on 22[nd] March 2024

ORDER

(Hearing conducted through VC)

This is a Joint Company Application viz., CA(CAA)/2 (CHE)/2024

filed by the Applicant Companies, namely IDFC FINANCIAL HOLDING

CA(CAA)/2(CHE)2024 In the matter of IDFC Financial Holding Company Ltd. & 2 Ors.

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COMPANY LIMITED (for brevity “Transferor Company”) and IDFC LIMITED (for brevity “Transferee Company / Amalgamating Company”) and IDFC FIRST BANK LIMITED (for brevity “Amalgamated Company”) under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Composite Scheme of Amalgamation (hereinafter referred to as the

“SCHEME”) proposed by the Applicant Companies. The said Scheme is also appended as “Annexure 19” to the CA/CAA/2 (CHE) 2024.

1. The Composite Scheme of Amalgamation involves the following steps;

2. (i) Amalgamation of the Transferor Company with the Transferee Company, with effect from the Appointed Date 1 (as defined hereinafter) and the consequent dissolution of the Transferor Company without being wound up in consideration whereof there will be no issuance of equity shares as the Transferor Company is a wholly owned subsidiary of the Transferee Company;

3. (ii) Amalgamation of the Amalgamating Company with and into the Amalgamated Company, with effect from the Appointed Date 2 (as defined hereinafter), and the consequent dissolution of the Transferee Company without being wound up, and the issuance of the New Amalgamated Company Shares (as defined hereinafter) to the equity shareholders of

CA(CAA)/2(CHE)2024 In the matter of IDFC Financial Holding Company Ltd. & 2 Ors.

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the Amalgamating Company in accordance with the Share Exchange Ratio (as defined hereinafter);

• (iii) Reduction of securities premium account of the Amalgamated Company, pursuant to Sections 230 to 232, and other relevant provisions of the Act, in the manner provided for in this Scheme and in compliance with the provisions of all Applicable Laws (as defined hereinafter

• The Applicant Companies in this Company Application has sought

for the following reliefs;

	EQUITY SHAREHOLDERS	SECURED CREDITORS	UNSECURED CREDITORS
TRANSFEROR COMPANY	To dispense with	To dispense with	To dispense with
TRANSFEREE/ AMALGAMATING COMPANY	To hold meeting	To dispense with	To dispense with
AMALGAMATED COMPANY	To hold meeting	To dispense with	To dispense with. To hold meeting for NCD holders

1. The Transferor Company is a wholly owned subsidiary of the

Transferee / Amalgamating Company and incorporated on 07.11.2014. The

authorised and paid up share capital of the Transferor Company as on

30.09.2023 is as follows:-

Particulars	Rupees
Authorised share capital 10,00,00,00,000 EquityShares of Rs.10/- each	1,00,00,00,00,000/-
Issued subscribed and paid up 9,02,92,40,000 Equityshares of Rs.10/-each	90,29,24,00,000/-

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1. The Transferee / Amalgamating Company is a Public listed Company which was incorporated on 30.01.1997. The authorised and paid-up share capital of the Transferee / Amalgamating Company as on

30.09.2023 is as follows:-

Particulars	Rupees
Authorised share capital 4,36,71,00,000 EquityShares of Rs.10/- each	43,67,10,00,000/-
10,00,00,000 preference shares of Rs.100/- each	10,00,00,00,000/-
Issued subscribed and paid up 1,59,99,84,436 Equityshares of Rs.10/-each	15,99,98,44,360/-

1. The Amalgamated Company is a Public listed company

incorporated on 21.10.2014. The authorised and paid up share capital of the 3[rd] Resulting Company as on 30.09.2023 is as follows:-

Particulars	Rupees
Authorised share capital 7,50,00,00,000 Equity Shares of Rs.10/- each	75,00,00,00,000/-
38,00,000preference shares of Rs.100 each	38,00,00,000/-
Issued subscribed and paid up 6,72,24,52,365 Equity shares of Rs.10/-each	67,22,45,23,650/-

1. The Applicant Companies has filed its Memorandum and Articles of Association inter alia delineating its object clauses as well as their last available Audited Annual Accounts for the year ended 31.03.2023 and Provisional/ Unaudited Financial Statements for the period ended on 30.09.2023.

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1. The Board of Directors of the Applicant Companies vide meeting held on 03.07.2023 had unanimously approved the proposed Scheme as contemplated above and copies of resolutions passed thereon have been placed on record by the applicant companies.

2. The Statutory Auditors of the Applicant Companies have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. The said Certificates of the Statutory Auditors in this regard is placed at Page No. 756 to 768 of the Applicant Companies typed set of Documents filed along with the application.

3. Taking into consideration the application filed by the Applicant Company and the documents filed therewith as well as the position of law, this Tribunal propose to issue the following directions: -

4. A. IN RELATION TO IDFC FINANCIAL HOLDING COMPANY LIMITED (1[ST] APPLICANT/ TRANSFEROR COMPANY)

5. I. EQUITY SHAREHOLDERS

   • (i) There are Seven (7) Equity Shareholders, whose consent affidavits are placed as Pgs.773 – 806 and the Certificate issued by the Chartered Accountant certifying the list of Equity Shareholders is placed as Pgs.769 – 772 of the typed set

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filed with the application. It has sought dispensation with holding of meeting.

• (ii) Since it is represented by the Transferor Company that there are Seven (7) Equity Shareholders in the Company whose consents by way of Affidavits have been obtained and are placed on record, the necessity of convening, holding and conducting the meeting is dispensed with.

II. SECURED / UNSECURED CREDITORS

• (i) There are NIL Secured / Unsecured Creditors in the Transferor Company and the Certificate issued by the Chartered Accountant to this effect is placed as Pgs.807 – 808 of the typed set filed with the application. Hence the necessity for convening, conducting and holding of meeting does not arise .

B. IN RELATION TO IDFC LIMITED (TRANSFEREE/AMALGAMATING COMPANY)

I. EQUITY SHAREHOLDERS

• (i) There are 5,80,405 Equity Shareholders in the Transferee / Amalgamating Company and the Certificate issued by the Chartered Accountant certifying the list of Equity Shareholders is placed as Pgs. 809 – 812 of the typed set filed with the application. It has sought direction for convening, conducting and holding of the meeting.

• (ii) Meeting of the Equity Shareholders of the Transferee / Amalgamating Company is directed to be held on 17[th] May

CA(CAA)/2(CHE)2024 In the matter of IDFC Financial Holding Company Ltd. & 2 Ors.

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2024 at 10:00 AM at the Registered Office address of the Transferee / Amalgamating Company or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

II. SECURED / UNSECURED CREDITORS

• (i) There are NIL Secured / Unsecured Creditors in the Transferee / Amalgamating Company and the Certificate issued by the Chartered Accountant to this effect is placed as Pgs.813 – 814 of the typed set filed with the application. Hence the necessity for convening, conducting and holding of meeting does not arise.

C. IN RELATION TO IDFC FIRST BANK LIMITED (AMALGAMATED COMPANY)

I. EQUITY SHAREHOLDERS

• (i) There are 20,38,988 Equity Shareholders in the Amalgamated Company and the Certificate issued by the Chartered Accountant certifying the list of Equity Shareholders is placed as Pgs. 815 – 817 of the typed set filed with the application. It has sought direction for convening, conducting and holding of the meeting.

• (ii) Meeting of the Equity Shareholders of the Amalgamated Company is directed to be held on 17[th] May 2024 at 02:00 PM at the Registered Office address of the Amalgamated

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Company or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

II. SECURED CREDITORS

• (i) There are NIL Secured Creditors in the Amalgamated Company and the Certificate issued by the Chartered Accountant to this effect is placed as Pgs.818 – 820 of the typed set filed with the application. Hence the necessity for convening, conducting and holding of meeting does not arise .

III. UNSECURED CREDITORS

• (i) It is stated that the Amalgamated Company has Unsecured Creditors with an outstanding amount of Rs.53,466.91 Crores (Rupees Fifty Three Thousand Four Hundred and Sixty Six point Nine One Crores). A certificate of the Chartered Accountant to this effect is attached at Pgs.818 – 820 . It is stated that the Scheme does not propose any compromise or arrangement with the creditors of the Amalgamated Company, in respect of their rights. The rights of the creditors of the Amalgamated Company are not affected since there will be no reduction in their claims, and the assets of the Amalgamated Company, post the Scheme, will be more than sufficient to discharge its liabilities in the ordinary course of business. Further, it is stated that since the Transferor Company, and the Transferee Company/Amalgamating

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Company do not have any creditors, the ability of the Amalgamated Company, post the amalgamation, to discharge the debts/claims of their creditors in the normal course of business would not in any way be adversely impacted by the Scheme. It is stated that the Scheme neither proposes any restructuring of the debts due to the creditors of the Amalgamated Company, nor does it envisage any extinction or reduction of liability, or the alteration.

• (ii) Reliance was placed upon the Judgment of the Hon’ble High Court of Bombay in the matter of ICICI Bank Limited 2002(4)

• Bom CR 403 to state that if the arrangement is purely between the Company and its members, not adversely affecting the creditors or any class of them, then the Court is not bound to convene the meeting of the Creditors.

• (iii) In view of the same, the meeting of the Unsecured Creditors of the Transferee / Amalgamating Company is dispensed with .

IV. NON – CONVERTIBLE DEBENTURE HOLDERS

• (iii) It is stated that the Amalgamated Company has issued 1,36,194 Non - convertible Debenture which represented a total amount of Rs.17,669.4 Crores and the Certificate issued by the Chartered Accountant to this effect is attached at Pg. No. 821 – 864 . It has sought direction for convening, conducting and holding of the meeting.

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• (iv) Meeting of the Non – convertible Debenture Holders of the Amalgamated Company is directed to be held on 17[th] May 2024 at 04:00 PM at the Registered Office address of the Amalgamated Company or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

• The quorum for the meeting of the Applicant Companies shall be as

follows;

S.NO	NAME OF THECOMPANY	CLASS	QUORUM
1	TRANSFEREE / AMALGAMATING COMPANY	EQUITYSHAREHOLDERS	100
2	AMALGAMATEDCOMPANY	EQUITYSHAREHOLDERS	100
3	AMALGAMATEDCOMPANY	NON – CONVERTIBLE DEBENTUREHOLDERS	50

i) The Chairperson appointed for the above said meetings shall be Varadharajan ( Mob:9444166699/9940406971) . The Fee of the Chairperson for the aforesaid meeting shall be Rs.2,00,000/- in addition to meeting his incidental expenses. The Chairperson(s) will file the reports of the meeting within a week from the date of holding of the above said meetings

• ii) Ramesh Kumar Mallela , (Mob:9381931353) is appointed as a Scrutinizer and would be entitled to a fee of Rs.75,000/- for services in addition to meeting incidental expenses.

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• iii) In case the quorum as noted above, for the above meeting of the Applicant Companies is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the applicant companies at least 48 hours before the meeting. The Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the applicant companies to attain at least the quorum fixed, if not more in relation to approval of the scheme.

• iv) The meetings shall be conducted as per applicable procedure prescribed under the MCA Circular MCA General Circular Nos. (i) 20/2020 dated 5[th] May, 2020 (AGM Circular), (ii) 14/2020, dated 08.04.2020 (EGM Circular-I) and (iii) 17/2020 dated 13.04.2020 (EGM Circular-II);

• v) That individual notices of the above said meetings shall be sent by the Applicant Company through registered post or speed post or through courier or e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed form of proxy shall also be sent along and in addition to the above any other documents

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as may be prescribed under the Act or rules may also be duly sent with the notice.

• vi) That the Applicant Company shall publish advertisement with a gap of atleast 30 clear days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in the English Daily “ Business Line” (All India Edition) , and “Makkal Kural” (Tamil Nadu Edition) in vernacular stating the copies of Scheme, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the respective Applicant Companies.

• vii) The Chairperson shall as aforestated be responsible to report the result of the meeting within a period of 3 days of the conclusion of the meeting with details of voting on the proposed scheme.

• viii) Since it is represented by the Applicant Companies that No objection has been obtained from Reserve Bank of India, Competition Commission of India, SEBI, NSE and BSE, we direct the Applicant Companies to send notice to concerned Regional Director, MCA, Registrar of Companies Chennai, and the Income Tax Authorities as well as other Sectoral regulators who may have significant bearing on the operation of the applicant companies or the Scheme per se along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016.

• ix) The applicant companies shall further furnish copy of the Scheme free of charge within 1 day of any requisition for the

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Scheme made by every creditor or member of the applicant companies entitled to attend the meetings as aforesaid.

• x) The Authorized Representative of the Applicant Companies shall furnish an affidavit of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meetings.

• xi) All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicants.

• The Applications stand allowed on the aforesaid terms.

Sd/- Sd/-

RAVICHANDRAN RAMASAMY MEMBER (TECHNICAL)

JYOTI KUMAR TRIPATHI MEMBER (JUDICIAL)

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NOTES

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IDFC FIRST Bank Limited

CIN: L65110TN2014PLC097792

Corporate Office

IDFC FIRST Bank Tower, (The Square), C-61, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051. Tel: +91 22 7132 5500 Fax: +91 22 2654 0354

Registered Office

KRM Towers, 7[th] Floor, No.1, Harrington Road, Chetpet, Chennai - 600 031. Tel: +91 44 4564 4000 Fax: +91 44 4564 4022 Email: bank.info@idfcfirstbank.com Website: www.idfcfirstbank.com