1

Notice
Notice

IDFC FIRST Bank Limited

CIN: L65110TN2014PLC097792
Registered Office: KRM Tower, 7th 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
Tel: + 91 22 7132 5500
Website: www.idfcfirstbank.com E-mail: bank.info@idfcfirstbank.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014 as amended]

Dear Members, enable the Members to cast their votes electronically. The hard
copy of this Postal Ballot Notice along with Postal Ballot forms
NOTICE is hereby given to the shareholders (‘Members’) of
and pre-paid business envelope will not be sent to the Members
IDFC FIRST Bank Limited (the ‘Bank’ or ‘IDFC FIRST Bank’),
in accordance with the requirements specified under the MCA
pursuant to the provisions of Section 108, Section 110 and other
Circulars. Accordingly, the communication of the assent or
applicable provisions, if any, of the Companies Act, 2013, (the
‘Companies Act’), read with Rules 20 and 22 of the Companies dissent of the Members would take place through the e-Voting
(Management and Administration) Rules, 2014, and relevant system only. The instructions for e-Voting are appended to this
circulars including General Circular Nos. 14/2020 dated April Postal Ballot Notice.
08, 2020, 17/2020 dated April 13, 2020 and 11/2022 dated The Board of Directors of the Bank has appointed Ms. Manisha
December 28, 2022 issued by the Ministry of Corporate Affairs Maheshwari, Practicing Company Secretary [Membership
(hereinafter collectively referred to as the ‘MCA Circulars’), No. ACS: 30224 and CP: 11031], Partner of M/s. Bhandari &
Regulation 44 and other applicable provisions of the Securities Associates, Company Secretaries or failing her Mr. S. N. Bhandari,
and Exchange Board of India (‘SEBI’) (Listing Obligations and Practicing Company Secretary [Membership No. FCS: 761 and
Disclosure Requirements) Regulations, 2015 (‘SEBI Listing CP: 366], Partner of M/s. Bhandari & Associates, Company
Regulations’), Secretarial Standard on General Meetings
Secretaries, as the Scrutinizer for conducting the Postal Ballot
(‘SS-2’) issued by the Institute of Company Secretaries of
e-Voting process in a fair and transparent manner and in
India, including any statutory amendment(s), modification(s),
accordance with the provisions of the Companies Act and the
variation(s) or re-enactment(s) thereof, for the time being in force,
rules made thereunder. You are requested to carefully read the
and any other applicable laws, rules, guidelines, notifications,
instructions in this Postal Ballot Notice and record your assent
circulars and regulations, if any, the following special business
(FOR) or dissent (AGAINST) through the e-Voting process not
is proposed to be passed by the Members of the Bank through
Postal Ballot via remote Electronic Voting (‘e-Voting’) only. later than 5:00 p.m. Indian Standard Time (‘IST’) of Wednesday,
March 08, 2023.
The proposed Resolution and Explanatory Statement setting
out material facts as required in terms of Section 102 of the After completion of scrutiny of the votes, the Scrutinizer will
Companies Act read with the rules and the MCA Circulars are submit its report to the Chairperson of the Bank, or a person
appended below for seeking consent of the Members of the authorized by the Chairperson. The results of Postal Ballot shall
Bank through e-Voting. be declared on or before Friday, March 10, 2023, along with
the Scrutinizer’s report, be displayed at the Corporate Office
In compliance with Regulation 44 of the SEBI Listing Regulations, and the Registered Office of the Bank, communicated to the
and pursuant to the provisions of Sections 108 and 110 of the Stock Exchanges and will also be uploaded on the Bank’s
Companies Act read with the Rules and the MCA Circulars, the website at www.idfcfirstbank.com and on the website of KFin at
Bank is sending this Postal Ballot Notice in electronic form only www.evoting.kfintech.com.
and has extended only the e-Voting facility for its Members,
to enable them to cast their votes electronically instead of The proposed Resolution, if approved, shall be deemed to have
submitting the Postal Ballot form. The Bank has appointed KFin been passed on the last date of e-Voting, i.e., Wednesday,
Technologies Limited (‘KFin’) for facilitating e-Voting system to March 08, 2023.
2 IDFC FIRST BANK POSTAL BALLOT NOTICE

Special Business the Bank, and subject to other applicable rules and regulations
and the approvals, consents, permissions and/ or sanctions,
Item No. 1:
as may be required from the Ministry of Corporate Affairs
To Issue, Offer and Allot Equity shares on Preferential basis (‘MCA’), Government of India, RBI, SEBI, Stock Exchange(s)
and any other relevant statutory, governmental authorities or
To consider and if thought fit, to pass the following resolution as departments, institutions or bodies and subject to such terms,
a Special Resolution: conditions, alterations, corrections, changes, variations and/ or,
“RESOLVED THAT pursuant to the provisions of Sections modifications, if any, as may be prescribed by any one or more
23, 42, 62(1)(c) and other applicable provisions, if any, of or all of them in granting such approvals, consents, permissions
the Companies Act, 2013 (‘Companies Act’), read with the and/ or sanctions and which may be agreed by the Board of
Companies (Prospectus and Allotment of Securities) Rules, Directors of the Bank (‘Board’), the consent of the Members
2014, the Companies (Share Capital and Debentures) Rules, of the Bank be and is hereby accorded to create, offer, issue
2014 and other relevant rules made thereunder, in accordance and allot 37,75,00,859 (Thirty seven crore seventy five lakh
with applicable rules, regulations, etc., issued by Securities and eight hundred and fifty nine) equity shares of face value of ` 10
Exchange Board of India (‘SEBI’) including Chapter V of the SEBI (Rupees Ten only) each fully paid up, on a preferential basis, at
(Issue of Capital and Disclosure Requirements) Regulations, a price of ` 58.18 (Rupees fifty eight and eighteen paise only)
2018 (‘SEBI ICDR Regulations’), SEBI (Listing Obligations and per equity share [including premium of ` 48.18 (Rupees forty
Disclosure Requirements) Regulations, 2015 (‘SEBI Listing eight and eighteen paise only) per equity share], determined
Regulations’), SEBI (Substantial Acquisition of Shares and in accordance with the relevant regulations under Chapter V
Takeovers) Regulations, 2011, the relevant provisions of the of SEBI ICDR Regulations, to IDFC Financial Holding Company
Banking Regulation Act, 1949, the rules, circulars, directions Limited (‘IDFC FHCL’ or ‘Proposed Allottee’), Promoter
and guidelines issued by the Reserve Bank of India (‘RBI’), the of the Bank, for cash consideration on a preferential basis
provisions of the Foreign Exchange Management Act, 1999 (‘Preferential Issue’) as per the particulars set out below and
and rules and regulations framed thereunder as amended, on such terms and conditions as may be determined by the
(including any statutory amendment(s), modification(s) or re- Board in accordance with the SEBI ICDR Regulations and other
enactment(s) thereof, for the time being in force), the provisions applicable laws, rules and regulations:
of Memorandum of Association and Articles of Association of

Name of the Proposed Allottee Details of the Proposed Allottee No. of Equity Shares to be allotted
IDFC Financial Holding Company Country of Incorporation: India 37,75,00,859 (Thirty seven crore seventy
Limited - Promoter Registered Office: five lakh eight hundred and fifty nine)
(wholly owned subsidiary company of 4th Floor, Capitale Tower, 555 Anna Salai,
IDFC Limited) Thiru Vi Ka Kudiyiruppu, Teynampet,
Chennai – 600 018, Tamil Nadu

RESOLVED FURTHER THAT the ‘Relevant Date’ for and allotment of the said equity shares is pending on account
determining the price of the equity shares in accordance with of pendency of any approval by any Regulatory Authority
the SEBI ICDR Regulations, is Monday, February 06, 2023, (including, but not limited to the RBI, National Stock Exchange
being the date, which is 30 days prior to the last date for remote of India Limited, BSE Limited and/or SEBI) or the Government
electronic voting for Postal Ballot (on which date the resolution, of India, the issue and allotment shall be completed within a
if approved, by the requisite majority through Postal Ballot will period of 15 (Fifteen) days from the date of receipt of last of such
be deemed to be passed) i.e., Wednesday, 08 March, 2023. approvals or such other extended period as may be permitted
in accordance with SEBI ICDR Regulations, as amended from
RESOLVED FURTHER THAT without prejudice to the generality
time to time.
of the above, the aforesaid equity shares shall subject to
applicable laws as well as the Memorandum and Articles of RESOLVED FURTHER THAT the equity shares issued to the
Association of the Bank, be made fully paid up at the time of Proposed Allottee shall be listed on the Stock Exchanges where
allotment and shall rank pari-passu with the existing equity the existing equity shares of the Bank are listed.
shares of the Bank in all respects and the same shall be subject
RESOLVED FURTHER THAT the monies received by the Bank
to lock-in for such period as may be prescribed under Chapter
from the Proposed Allottee for application of the equity shares
V of the SEBI ICDR Regulations and any other applicable law
pursuant to this Preferential Issue shall be kept by the Bank in a
for the time being in force.
separate account opened by the Bank for this purpose and shall
RESOLVED FURTHER THAT the price determined shall be be utilized by the Bank for the purpose for which the amount is
subject to appropriate adjustments, if required, as permitted raised in accordance with the provisions of applicable law.
under the rules, regulations, and laws, as applicable from time
RESOLVED FURTHER THAT subject to the receipt of such
to time.
approvals as may be required under applicable law, consent
RESOLVED FURTHER THAT the equity shares be issued and of the Members of the Bank be and is hereby accorded to
allotted by the Bank to the Proposed Allottee in dematerialized record the name and details of the Proposed Allottee in Form
form within a period of 15 (Fifteen) days from the date of PAS-5 and the Board be and is hereby authorized to make
receipt of Members’ approval, provided that, where the issue an offer to the Proposed Allottee through Private Placement
 3
Offer Letter cum application letter in Form PAS 4 or such other to exercise one or more of its powers, including the powers

Notice
form as prescribed under the Act and SEBI ICDR Regulations conferred by this resolution) be and is hereby authorized to take
containing the terms and conditions. all such actions and do all such acts, deeds, matters and things
as it may, in its absolute discretion, deem necessary, desirable
RESOLVED FURTHER THAT without prejudice to the generality
or expedient to the issue or allotment of aforesaid equity shares
of the above resolution, the issue of the equity shares shall be
and listing thereof with the Stock Exchanges as appropriate
subject to the following terms and conditions in addition to
including but not limited to filing of requisite documents with
the terms and conditions as contained in the Statement under
the Registrar of Companies, Depositories and/ or such other
Section 102 of the Companies Act annexed hereto, which shall
authorities as may be necessary for the purpose, to decide
be deemed to form part hereof:
and approve the other terms and conditions of the Preferential
[a] The Proposed Allottee of equity shares shall be required Issue of the aforesaid equity shares, to vary, modify or alter any
to bring in 100% of the consideration, on or before the of the terms and conditions, subject to the provisions of the
date of allotment thereof; Companies Act, the SEBI ICDR Regulations and/ or any other
laws and regulations, and to resolve and settle all questions
[b] 
The consideration for allotment of equity shares shall
and difficulties that may arise in the proposed issue, offer
be paid to the Bank by the Proposed Allottee from their
and allotment, utilization of issue proceeds, and to take all
respective bank accounts; and
other steps which may be incidental, consequential, relevant
[c] 
Allotment of equity shares shall only be made in or ancillary in relation to the foregoing without being required
dematerialized form. to seek any further consent or approval of the Members or
otherwise to the end and intent that they shall be deemed to
RESOLVED FURTHER THAT for the purpose of giving effect have given their approval thereto expressly by the authority of
to the above, the Board (which term shall deem to include any this resolution.”
committee which the Board has constituted or may constitute
By order of the Board of Directors of

IDFC FIRST Bank Limited

Satish Gaikwad
Date : February 04, 2023 Head - Legal & Company Secretary
Place : Mumbai Membership No. F6494
4 IDFC FIRST BANK POSTAL BALLOT NOTICE

NOTES: KFin and have made necessary arrangements with RTA

1. An Explanatory Statement pursuant to Section 102 of to facilitate e-Voting. In terms of the MCA Circulars, voting
the Companies Act, 2013 (‘Companies Act’) read with can be done only by e-Voting. The Members are strongly
the Companies (Management and Administration) Rules, advised to use the e-Voting procedure by themselves and
2014, and other applicable provisions, if any, setting out not through any other person/ proxies.
the material facts and reasons for the resolution in respect 8. The portal for e-Voting will remain open for the Members
of the business set out in this Notice is annexed hereto. for exercising their voting from Tuesday, February
2. The Postal Ballot Notice along with the instructions 07, 2023 at 09:00 a.m. India Standard Time (‘IST’) till
regarding remote e-Voting has been dispatched to all the Wednesday, March 08, 2023 at 05:00 p.m. IST. Please
Members by e-mail, whose names appear in the Register note that e-Voting module will be disabled for voting by
of Members/ List of Beneficial Owners as received from KFin after the said date and time. During this period, the
Depositories i.e., National Securities Depository Limited Members of the Bank holding shares either in physical
(‘NSDL’)/ Central Depository Services (India) Limited form or dematerialized form, as on the cut-off date, may
(‘CDSL’) and who already have their e-mail address cast their vote electronically. Once vote on the resolution
registered with the Registrar and Share Transfer Agent/ is cast by the Member, he/ she shall not be allowed to
Depositories as on Friday, January 27, 2023 (‘cut-off change it subsequently or cast the vote again.
date’). A person who is not a Member as on the cut-off 9. The voting rights of the Members shall be in proportion
date should treat this Notice for information purposes to his/ her share in the total paid-up equity share capital
only. of the Bank as on cut-off date, subject to the provisions
3. A copy of the Postal Ballot Notice is also available of the Banking Regulation Act, 1949, as amended, which
on the Bank’s website www.idfcfirstbank.com, on will only be considered for voting. In case of joint holders,
Bank’s Registrar and Share Transfer Agent (‘RTA’) viz. only such joint holder who is higher in the order of names
KFin Technologies Limited (‘KFin’) e-Voting website as per the Register of Members of the Bank will be entitled
https://evoting.kfintech.com and at the relevant sections to vote.
of the websites of the Stock Exchanges on which the 10. All the material documents referred in the Explanatory
shares of the Bank are listed i.e. at www.bseindia.com Statement, shall be available for inspection through
and www.nseindia.com. electronic mode, during business hours except Saturday,
4. Dispatch of the Notice shall be deemed to be completed Sunday and National Holidays from the date hereof up
on the day on which KFin or Bank sends out the to the date of announcement of results of Postal Ballot.
communication for the Postal Ballot process by e-mail to Members seeking to inspect such documents can send
the Members of the Bank. an email to secretarial@idfcfirstbank.com, mentioning
5. As required by Rule 20 and Rule 22 of the Companies their name, Folio No. / Client ID and DP ID, and the
(Management and Administration) Rules, 2014 read with documents they wish to inspect, with a self-attested copy
the MCA Circulars and the SEBI Listing Regulations, the of their PAN card attached to the e-mail.
details pertaining to this Postal Ballot will be published 11. The Scrutinizer shall prepare Scrutinizer’s Report on the
in one English national daily newspaper circulating total votes cast in favour or against or abstained, if any.
throughout India (in English language) and one Tamil The Scrutinizer shall immediately, after the conclusion of
daily newspaper circulating in Chennai, being place voting, unblock the votes cast through e-Voting and make,
where the Registered Office of the Bank is situated (in not later than two days of conclusion of the e-Voting, a
vernacular language, i.e., Tamil) and also on the Bank’s Scrutinizer’s Report of the total votes cast in favour or
website: www.idfcfirstbank.com. against, if any and submit to the Chairperson or a person
6. The Members of the Bank whose names appear in authorised by him, who shall countersign the same. The
the Register of Members/ List of Beneficial Owners as Scrutinizer’s decision on the validity of e-Voting will be
received from Depositories i.e., NSDL/ CDSL as on the final. The results of the Postal Ballot will be announced
cut-off date (including those Members who may not have on or before Friday, March 10, 2023. The results of
received this Postal Ballot Notice due to non-registration the Postal Ballot will be posted on the Bank’s website
of the e-mail address with the RTA/ Depositories), shall be www.idfcfirstbank.com and on KFin’s e-Voting
entitled to vote in relation to the resolution specified in this website https://evoting.kfintech.com and will also be
Postal Ballot Notice. communicated to the Stock Exchanges where the Bank’s
7. In compliance with the provisions of Sections 108, 110 shares are listed. The Bank will also display the results
and other applicable provisions, if any, of the Companies of the Postal Ballot along with Scrutinizer’s Report at its
Act read with rules made thereunder, Regulation 44 Corporate Office and Registered Office.
of the SEBI Listing Regulations, SS-2 and relevant 12. The resolution, if passed, by the requisite majority,
Circulars issued by Ministry of Corporate Affairs, and shall be deemed to have been passed on the
any amendments thereto, the Bank is providing facility last date specified by the Bank for e-Voting i.e.,
for voting by e-Voting to all the Members of the Bank Wednesday, March 08, 2023. Further, resolution
as on the cut-off date to enable them to cast their votes passed by the Members through Postal Ballot is
electronically on the item mentioned in the Notice. For this deemed to have been passed effectively at a general
purpose, the Bank has engaged the services of its RTA meeting.
 5
13. Members holding shares in dematerialized mode are 17. To support ‘Green Initiative’, the shareholders who have

Notice
requested to register/ update their KYC details including not registered their email-id are requested to register the
e-mail address with the relevant Depository Participants. same with their Depository Participants in case shares
Members holding shares in physical form are requested are held in dematerialised form and with KFin in case
to register/ update their KYC details including e-mail shares are held in physical form, which could help the
address by submitting duly filled and signed Form ISR-1 Bank for sending paperless communication in future.
at einward.ris@kfintech.com along with the copy of the 18. The detailed procedure with respect to e-Voting are as
share certificate (front and back), self-attested copy of under: In order to increase the efficiency of the e-Voting
the PAN card and such other documents as prescribed process, SEBI vide its circular SEBI/HO/CFD/CMD/
in the Form. Form ISR-1 is available on the website of the CIR/P/2020/242 dated December 09, 2020, had decided
Bank at https://www.idfcfirstbank.com/investors. to enable e-Voting to all the demat account holders by way
14. The shareholder holding shares in electronic mode of a single login credential through their demat accounts/
has to get his e-mail id and mobile number updated in websites of Depositories / Depository Participants. Demat
the demat account or folio and User ID and password account holders would be able to cast their vote without
generation will be done on the respective depository. having to register again with the e-Voting service providers,
15. As per Regulation 40 of SEBI Listing Regulations, thereby, not only facilitating seamless authentication but
as amended, securities of listed companies can be also enhancing ease and convenience of participating
transferred only in dematerialized form. Further, as per in e-Voting process. Therefore, to support the above
the SEBI circular dated January 25, 2022, the request of initiative undertaken by SEBI, Members are requested
transmission and transposition shall only be processed in to intimate/ update changes, if any, pertaining to their
dematerialized form by following the steps mentioned in e-mail address and mobile numbers with the respective
the said circular. In view of this and to eliminate all risks Depositories/ Depository Participants. Members holding
associated with physical shares and for ease of portfolio shares in physical form and who want to avail the above
management, the Members holding shares in physical initiatives of SEBI are requested to convert their physical
form are requested to consider converting their holdings holdings into Demat form. Members can contact KFin for
to dematerialized form. The Members can contact the any assistance in this regard.
Bank’s RTA for assistance in this regard. A. e-Voting procedure for Individual shareholders
16. The Members can avail the facility of nomination holding securities in Demat:
in respect of shares held by them in physical form As per the SEBI circular dated December 9, 2020 on
pursuant to the provisions of Section 72 of the Act. The e-Voting facility provided by Listed Companies, Individual
Members desiring to avail this facility may send their shareholders holding securities in demat mode are
nomination in the prescribed Form No. SH-13 duly filled, allowed to vote through their demat account maintained
to the RTA of the Bank i.e., KFin. The prescribed forms, with Depositories and Depository Participants.
in this regard, are available on the website of the Bank Shareholders are advised to update their mobile number
at https://www.idfcfirstbank.com/investors. The Members and email Id in their demat accounts in order to access
holding shares in dematerialized form may contact their e-Voting facility.
respective DP for availing this facility Method of Login individual shareholders holding the
securities in demat mode directly from the website of
depositories:

NSDL CDSL
1. User already registered for IDeAS facility: 1. Existing user who have opted for Easi / Easiest
I. URL: https://eservices.nsdl.com I. URL: https://web.cdslindia.com/myeasi/home/login
II. Click on the “Beneficial Owner” icon under ‘IDeAS’ or
section. URL: www.cdslindia.com
III. On the new page, enter User ID and Password. II. Click on New System Myeasi
Post successful authentication, click on “Access to
III. Login with user id and password.
e-Voting”.
IV. Option will be made available to reach e-Voting
IV. Click on company name or e-Voting service
page without any further authentication.
provider and you will be re-directed to e-Voting
service provider website for casting the vote V. Click on e-Voting service provider name to cast
during the remote e-Voting period. your vote.
2. User not registered for IDeAS e-Services 2. User not registered for Easi/Easiest
I. To register click on link: https://eservices.nsdl.com I. Option to register is available at
https://web.cdslindia.com/myeasi/Registration/
II. Select “Register Online for IDeAS” EasiRegistration
III. Proceed with completing the required fields. II. Proceed with completing the required fields.
6 IDFC FIRST BANK POSTAL BALLOT NOTICE

NSDL CDSL
3. User not registered for IDeAS e-Services 3. By visiting the e-Voting website of CDSL
i. To register click on link: https://eservices.nsdl.com/ I. URL: www.cdslindia.com
SecureWeb/IdeasDirectReg.jsp
II. Provide demat Account Number and PAN No.
ii. Proceed with completing the required fields.
III. System will authenticate user by sending OTP
4. By visiting the e-Voting website of NSDL on registered Mobile & Email as recorded in the
I. URL: https://www.evoting.nsdl.com/ demat Account.

II. Click on the icon “Login” which is available under After successful authentication, user will be provided
‘Shareholder/Member’ section. links for the respective ESP where the e- Voting is in
progress.
III. Enter User ID (i.e. 16-digit demat account number
held with NSDL), Password/OTP and a Verification
Code as shown on the screen.
IV. Post 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
name and you will be redirected to e-Voting service
provider website for casting your vote during the remote
e-Voting period.
B. Method of Login for individual shareholders holding cast their votes electronically. The Bank has engaged
the securities in demat mode through their depository the services of KFin for the purpose of providing e-Voting
participants. facility to all its Members.
Shareholders can also login using the login credentials i. The details of the process and manner for e-Voting
of their demat account through Depository Participant are given below:
registered with NSDL/ CDSL for e-Voting facility. Once a. Initial password is provided in the body of the
logged in, you will be able to see e-Voting option. Click on email.
e-Voting option and you will be redirected to NSDL/ CDSL
b. Launch internet browser and type the URL:
Depository site after successful authentication. Click on
https://evoting.kfintech.com in the address
company name or e-Voting service provider name and
bar.
you will be redirected to e-Voting service provider website
for casting your vote during the e-Voting period. c. Enter the login credentials i.e., User ID and
password mentioned in your email. Your Folio
Important Note: No./ DP ID Client ID will be your User ID.
Members who are unable to retrieve User ID/ Password However, if you are already registered with
are advised to use Forget User ID and Forgot Password KFin Technologies Limited for e-Voting, you
option available at above mentioned website. can use your existing User ID and password
for casting your votes.
For technical Assistance
ii. After entering the details appropriately, click on
Members facing any technical issue in login can contact LOGIN.
the respective helpdesk by sending a request on the
iii. You will reach the password change menu wherein
email id’s or contact on the phone no’s provided below: you are required to mandatorily change your
password. The new password shall comprise of
NSDL CDSL
minimum 8 characters with at least one upper case
Email: evoting@nsdl.co.in Email : (A-Z), one lower case (a-z), one numeric value (09)
Toll free No.’s: 1800 1020 990 helpdesk.evoting@cdslindia.com and a special character (@,#,$, etc.). It is strongly
1800 22 44 30 Phone No.: 022- 23058738 recommended not to share your password with any
022-23058542-43 other person and take utmost care to keep your
password confidential.
C. e-Voting procedure for Institutional Shareholders and
shareholders holding securities in Physical form: iv. You need to login again with the new credentials.
In compliance with Regulation 44 of SEBI Listing v. On successful login, the system will prompt you
Regulations and Sections 108, 110 and other applicable to select the EVENT i.e., 7167 - IDFC FIRST Bank
provisions of the Companies Act read with the relevant Limited.
Rules, the Bank is pleased to provide e-Voting facility to vi. On the voting page, the number of shares (which
all its shareholders holding securities in physical form represents the number of votes) held by you as on
and to the Institutional Shareholders, to enable them to the cut-off date will appear. If you desire to cast all
 7
the votes assenting/dissenting to the resolution, of the duly authorised signatory(ies) who is/are

Notice
enter all shares and click ‘FOR’/ ‘AGAINST’ as the authorised to vote, to the Scrutinizer through e-mail
case may be or partially in ‘FOR’ and partially in at bhandariandassociates@gmail.com and may
‘AGAINST’, but the total number in ‘FOR’ and/or also upload the same in the e-Voting module in their
‘AGAINST’ taken together should not exceed your login. The scanned image of the above documents
total shareholding as on the cut-off date. You may should be in the naming format ‘CLIENT EVENT
also choose the option ‘ABSTAIN’ and the shares No.’
held will not be counted under either head.
For Members who have not registered their email addresses,
vii. Members holding multiple folios/demat accounts
kindly register the same and their mobile numbers at the link
shall choose the voting process separately for each
https://ris.kfintech.com/clientservices/postalballot/registration.
folio/demat account.
aspx as the postal ballot form and any other documents will not
viii. Cast your votes by selecting an appropriate option be sent to them in physical mode. The same shall be sent only
and click on ‘SUBMIT’. A confirmation box will be by email, in view of the applicable MCA Circulars.
displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to
modify. Once you confirm, you will not be allowed In case of any queries/grievances, you may refer the
to modify your vote subsequently. During the voting Frequently Asked Questions (FAQs) for Members and
period, you can login multiple times till you have e-Voting user manual available at the ‘download’ section of
confirmed that you have voted on the resolution. https://evoting.kfintech.com or call KFin on 1800 309 4001
ix. Corporate/institutional Members (i.e. other than (toll free) or contact Ms. Krishna Priya, Manager at
individuals, HUF, NRI, etc.) are required to send KFin Technologies Limited [Unit: IDFC FIRST Bank
scanned image (PDF/ JPG format) of certified true Limited], Selenium Tower B, Plot 31 & 32, Financial District
copy of relevant board resolution/authority letter Nanakramguda, Serilingampally Mandal, Hyderabad – 500032,
etc. together with attested specimen signature Telangana, India, e-mail: einward.ris@kfintech.com.
8 IDFC FIRST BANK POSTAL BALLOT NOTICE

ANNEXURE TO NOTICE and incremental wholesale loans at high levels (details in

point 4 and 5).
Statement pursuant to Section 102(1) of the Companies
Act, 2013 setting out all material facts: 2. Goodwill:
Item No. 1: The Bank enjoys enormous public goodwill and
To Issue, Offer and Allot Equity shares on Preferential basis confidence, possibly because of the highest levels of
corporate governance, customer centric products, and
Vision being ethical in its approach. For instance, despite posting
The vision of IDFC FIRST Bank is “to build a world class bank losses for six quarters due to certain legacy reasons and
in India, guided by ethics, powered by technology, and to be a then leading to COVID, our bank grew retail deposits by
force for social good”. ` 29,970 crore between April 1, 2020, to March 31, 2021,
a growth of 88% over March 31, 2020. During periods
Towards this vision, IDFC FIRST Bank has made significant of uncertainty, deposits usually chased established large
progress on all fronts. The Bank has built key building blocks for banks; we were one of the beneficiaries of strong deposit
growth including a strong deposit franchise, risk management growth during the pandemic.
practices, strong asset quality and profitable business. The
Bank has stayed on the course announced at the time of the In 2021, faced with excess liquidity, our Bank further
merger. The Bank encountered certain unexpected events reduced interest rates from 7% to 4% for deposits up to
after merger, such as significant charge offs due to legacy ` 10 lakh, a reduction of 300 basis points for this bucket,
infrastructure and corporate loans, and two COVID waves and yet retail public deposits with our Bank continued to
lockdowns, one with moratorium and one without. Yet because surge to reach CASA of 50%. As of December 31, 2022,
of the proactive measures of the Bank in dealing with risk, and the customer deposits of the Bank have further risen by
because of building a profitable business model, the Bank 44% YOY to reach ` 1,23,578 crore. All these point to the
has emerged stronger from these stress tests. The Bank have strong public goodwill enjoyed by the Bank in the market
already achieved many key milestones that were guided at the and the high levels of customer service provided by the
time of the merger. Bank.
Our approach towards building IDFC FIRST Bank into a world 3. Culture of ethical and customer First practices at the
class bank is as follows: core:
1. Safety First: The Bank designs highly customer friendly products and
Safety first is the priority of the Bank, and our Bank is services. With “Near-and-Dear” test approach, the Bank
always conservative in our approach. For instance, designs all products and services keeping the customer’s
at merger, because our heritage is one of a Domestic interest in mind. The Bank charges minimal fees, if at all,
Financial Institution (‘DFI’) that had recently converted and certainly not in ways the customer does not notice.
to a Bank, our Bank had majority of its liabilities side in Whether in savings accounts, credit cards or any other
the form of “Institutional deposits and borrowings”. In service, the Bank practices ethical and customer-first
terms of composition of our liabilities, our Institutional banking. The Bank have introduced a series of industry-
borrowings and deposits were ` 1,05,541 crore but our first practices in favor of the customer, such as online
retail deposits were only ` 10,400 crore. redemption of rewards points, evergreen rewards points,
monthly interest credit, zero fees on non-home branch
Hence, under the Safety-First approach, the Bank raised transactions and 25-30 such services. It is the first Bank
retail deposits of ` 84,707 crore between December 31, in the country to introduce Zero-Fee Banking for savings
2018, and December 31, 2022, and paid-off Institutional accounts related services even for customers holding
bulk deposits and Certificate of deposits, thus, effectively subject to maintaining as low as ` 10,000 as average
de-risked the liability side of the balance sheet. The scale quarterly balances with us.
of transformation can be gauged from the fact that, within
just 4 years, the liability side is completely transformed, 4. Risk Management:
and the Retail deposits to Corporate Deposits Ratio has In retail loans, the Bank has a 10-step stringent
been transformed from 27:73 in December 31, 2018 to underwriting process including Go-No Go criteria, credit
77:23 as of December 31, 2022. bureau checks, fraud check, credit score cards, field
Despite the pressures of the market to grow the loan verification, personal discussion, industry check, cash
book, we exercised discipline and prudently slowed flow analysis, ratio analysis, and title deed verification,
down growth of funded assets to 3-year CAGR of only and these are customized from product to product based
5.1% (December 31, 2018 to December 31, 2021) and on requirements.
instead built a stable deposit base. The CASA ratio of the These processes have been strengthened through
Bank has increased from 8.68% at the time of the merger repeated iterative and learning process for over a decade.
to reach 50% now. The deposit side transformation is now The Bank tracks multiple early-stage credit quality
complete, and we are ready to grow the Bank in deposits indicators such as credit bureau profile of customers,
as well as loans. cheque/ NACH bounce on presentation, collection
Similarly, on the lending side, we do not take undue percentages etc. to monitor credit quality of customers
risks, and have maintained asset quality of retail loans being onboarded. The number of cheques bounced on
 9
presentation for new loans has dropped by 34% since pre-merger stage (H1-FY19 annualized), to 0.76% upon

Notice
2019, indicating that as the current new book continues merger (H2-FY19 annualized), to 2.11% for 9M-FY23,
to be of better asset quality than the past. despite expenses to build the deposit franchise of the
Bank and launching new businesses.
Since even under our earlier norms, the Gross NPA and
Net NPA remained in the corridor of 2% and 1% for over The progress in core operating profits is because the
a decade, hence under the new tightened norms, we incremental unit economics of the Bank are strong.
expect Gross and Net NPA to remain below these levels Incremental Return on Equity (‘ROE’) on Retail lending
going forward as well. is around 18-20% after adjusting for Opex, credit costs
and tax. Retail fees now constitutes 91% of the total fee
Our source bucket collection efficiency which was already
income which points to granularity and sustainability of
high around 99% for near 10 years, has now increased to
this line item.
99.6%.
The core Return on Assets (‘ROA’) (ROA excluding
In wholesale banking, as part of risk management the
treasury and trading income) of the Bank has increased
Bank has reduced infrastructure book as a % of the total
from near-zero at merger to quickly reach industry levels
funded assets from 22% at the time of merger to under
of 1% within 4 years. In FY22, the core Pre-Provisioning
3.7% now, exposure to top 20 single borrowers from 16%
Operating Profit (‘PPOP’) of the Bank increased by 44%
as of March 31, 2019, to 7% as of December 31, 2022.
YOY over FY21. In 9M-FY23, the core PPOP of the Bank
Legacy Accounts of infrastructure and corporate loans
has increased further by 70% over 9M- FY22. The profit
which troubled us post-merger are provided for or are
after tax for Q3 FY23 was ` 605 crore, up 115% over PAT
already part of reported NPA.
of ` 281 crore for Q3 FY22
5. Asset quality:
7. New business launches:
The asset quality of retail & commercial portfolio of the
As a universal Bank, multiple lines of new businesses such
Bank is quite high with Gross NPA at only 1.87% and Net
as FASTag, Cash Management, Wealth Management, etc.
NPA at 0.70% as of December 31, 2022.
have been launched by the Bank.
This number is not unusually low because of a benign
8. Corporate Governance:
credit cycle. Our Gross NPA and Net NPA on the retail &
commercial finance portfolio, which is the majority part The Bank has strong corporate governance practices
of our book, have remained in the corridor of 2% and 1% with transparent communication, both internal and
respectively for over 12 years now, including the period of external, and has an eminent, qualified and experienced
Capital First. It is fair to add this track record to the history of Board of Directors. Majority of the members of Board-
the Bank’s experience with retail credit, as the two entities level Committees are Independent Directors and most of
are merged, and the history is carried over to the merged these committees are chaired by them.
entity. During the last decade, the portfolio has been 9. Technology:
seasoned and subjected to multiple stress-tests, including
economic slowdown (2010-2014), Demonetization (2016), The Bank is laying a strong, modular, and contemporary
GST implementation (2017), IL&FS crisis (2018), Covid technology architecture that will help the Bank to
(2020- 21). Further, it is not that the NPA was maintained simultaneously enable efficiency, resilience, and growth.
low because of provisions. The provisions and credit The Bank continues to strengthen its superior capabilities
costs were quite low and maintained in a tight band and of predictive analytics in credit underwriting, portfolio
profits, after adjusting for credit costs continued to rise management, collection strategy, fraud risk mitigation
strongly and consistently throughout the decade. and other such areas.

During the last three years, the Bank has moved to more 10. ESG and CSR:
prime portion of each segment we operate in because of The Bank wants to participate along-with the rest of the
lower cost of funds, basis which we expect asset quality world protecting the Environment. Our business is by
to be stable going forward. its nature, aligned to Social Goals. Governance is our
The Bank has launched many new products in the Retail pillar, and we see it as our responsibility to live up to it.
and Commercial segment such as Gold loans, Education We see CSR not as a statutory requirement, but as our
loans, Credit cards, Kisan Credit Cards, Farmer Loans, commitment to society.
New Car loans, and is growing the portfolio in a steady 11. Capital Adequacy:
manner. The total funded assets (including advances &
credit substitutes) of the Bank grew by 25% YOY to reach The Bank is well capitalized with capital adequacy of
` 152,152 crore as of December 31, 2022. 16.06% (including profits of 9M-FY23) as of December
31, 2022.
6. Profitability:
Including this capital raise of ` 2,196.30 crore (rounded
The Bank had low operating profit to begin with at merger off), the capital adequacy of the Bank as computed
because all DFIs usually operate on thin margins. However, on December 31, 2022 financials would be strong at
during the last few years, the Bank has improved its 17.40%.
core operating profit (NII plus fees less opex, excluding
trading income) from 0.32% of the average total assets at
10 IDFC FIRST BANK POSTAL BALLOT NOTICE

Summary B. Purpose/ Object of the Preferential Issue of equity

shares:
 ased on the above, we would like to share that the Bank has
B
built strong foundations and is well placed for growth going Our country is well positioned economically, there will
forward. We intend to build the Bank in a safe and stable be multiple opportunities for growth going forward in
manner with strong fundamentals. To support such growth our growing economy. At the same time, as described
aspirations, the Bank would like to enhance its capital adequacy earlier, our Bank has laid strong foundations, and is in a
and be adequately prepared to participate in future business position to participate in the growth of our country. The
Object of the issue is to strengthen the capital adequacy
opportunities. It is therefore proposed to raise additional
of the Bank and be adequately prepared for future
Equity Capital aggregating ` 2,196.30 crore (rounded off) by
business opportunities of our economy. It is therefore
way of Preferential Issue to the Promoter, subject to receipt of
proposed to consider and approve the proposal of raising
necessary approvals from Members, Stock Exchanges where
additional Equity Capital aggregating up to ` 2,196.30
the equity shares of the Bank are listed, and other statutory crore (rounded off) by way of Preferential Issue to the
regulators, as applicable. Promoter, subject to receipt of necessary approvals from
The details in this regard as required in terms of the SEBI the Members, Stock Exchanges where the equity shares
(Issue of Capital and Disclosure Requirements) Regulations, of the Bank are listed and other statutory regulators, as
2018 (‘SEBI ICDR Regulations’) and the Companies Act, 2013 applicable.
(‘Companies Act’) read with the Companies (Prospectus and C. Maximum number of specified securities to be issued:
Allotment of Securities) Rules, 2014 and Companies (Share The resolution set out in this Notice authorize the Board
Capital and Debentures) Rules, 2014, are as follows: to issue 37,75,00,859 (Thirty seven crore seventy five
lakh eight hundred and fifty nine) equity shares at ` 58.18
A. Particulars of the offer, including the material terms,
per equity share (face value of ` 10 and premium of
kind of securities offered, price at which the securities
` 48.18 per equity share) to the Proposed Allottee by way
are being offered and the amount which the Bank of Preferential Issue.
intends to raise by way of such securities:
D. Intention of the Promoters, Directors or Key
The Board, at its meeting held on Saturday, February Managerial Personnel of the Bank to subscribe to the
04, 2023 had, subject to the approval of the Members Preferential Issue:
and such other approvals as may be required, approved
IDFC Financial Holding Company Limited (‘IDFC FHCL’),
the Preferential Issue, involving the issue and allotment of
Promoter of the Bank, has completed the divestment of
up to 37,75,00,859 (Thirty seven crore seventy five lakh
IDFC Asset Management Company Limited and IDFC
eight hundred and fifty nine) equity shares, fully paid-up, AMC Trustee Company Limited (‘IDFC MF’). On sale of
at the price of ` 58.18 (Rupees fifty eight and eighteen IDFC MF, IDFC FHCL (wholly owned subsidiary of IDFC
paise only) per equity share (including premium of ` Limited) has received sale consideration of ` 4,490 crore.
48.18 (Rupees forty eight and eighteen paise only) per IDFC FHCL is intending to participate/ subscribe to the
equity share), aggregating ` 2196.30 crore (rounded off) proposed Preferential Issue of the Bank by utilizing part
on a preferential basis, such price being not less than of the consideration received on sale of IDFC MF, subject
the minimum price as determined in accordance with the to the RBI Guidelines for ‘Licensing of New Banks in the
provisions of Chapter V of the SEBI ICDR Regulations Private Sector’.
and Registered Valuer Report in terms of SEBI ICDR Apart from above, none of the Directors, Key Managerial
Regulations. Personnel of the Bank including their relatives intends
The aforesaid equity shares shall rank pari-passu with the to subscribe to any shares pursuant to this Preferential
existing equity shares of the Bank in all respects. Issue of equity shares.
E. Shareholding Pattern of the Bank before and after the Preferential Issue of equity shares:
The pre-issue and post-issue shareholding pattern of the Bank (considering full allotment of equity shares issued on
preferential basis) is given below:
Category Pre issue Shareholding No. of equity Post issue Shareholding
Structure shares to be Structure
No. of Shares % of allotted No. of Shares % of
held shares held shares
Promoters’ holding
Indian Individual - - - - -
Bodies Corporate 2,26,89,37,489 36.37 37,75,00,859 2,64,64,38,348 39.99
Foreign Promoters - - - - -
Sub-total (A) 2,26,89,37,489 36.37 37,75,00,859 2,64,64,38,348 39.99
Non-promoters’ holding
a Institutional Investors 1,81,80,34,416 29.14 - 1,81,80,34,416 27.48
(Including Mutual Funds/ Banks/
Financial institutions/ Insurance, etc.)
 11

Category Pre issue Shareholding No. of equity Post issue Shareholding

Notice
Structure shares to be Structure
No. of Shares % of allotted No. of Shares % of
held shares held shares
b Central Government/ State 26,30,87,482 4.22 - 26,30,87,482 3.98
Government(s)/ President of India
c Non-Institutional investors
Private Corporate Bodies 8,38,38,339 1.34 - 8,38,38,339 1.27
Directors and relatives 3,45,07,423 0.55 - 3,45,07,423 0.52
Indian Public 1,66,18,37,000 26.64 - 1,66,18,37,000 25.12
Others  10,83,69,218 1.74 - 10,83,69,218 1.64
[including Non-resident Indians]
Sub-total (B) 3,96,96,73,878 63.63 3,96,96,73,878 60.00
GRAND TOTAL (A+B) 6,23,86,11,367 100.00 37,75,00,859 6,61,61,12,226 100.00
Note:
i. The above pre-issue shareholding structure is as on the Ben-Pos dated January 27, 2023, being the latest practicable date prior to
the approval of Board of Directors of the Bank and issuance of notice to the Members of the Bank.
ii. The post-issue shareholding structure is without taking into consideration of potential dilutions on account of allotment of equity
shares due to any corporate action in the interim, including exercise of stock options granted under ESOP Scheme of the Bank, and
consequently the post-issue shareholding percentage of the Proposed Allottee mentioned above may also stand altered.

F. Time frame within which the Preferential Issue shall Provided further that where the allotment to any of the
be completed: Proposed Allottee is pending on account of pendency
of any application for approval or permission by any
In terms of the SEBI ICDR Regulations, the proposed
regulatory authority, the allotment would be completed
Preferential Issue to Proposed Allottee pursuant to the
within 15 (fifteen) days from the date of such approval
Special Resolution will be completed within a period of 15
or within such further period as may be prescribed or
(fifteen) days from the date of passing of resolution as set
allowed by SEBI, Stock Exchange(s) or other concerned
out at Item No. 1.
authorities.

G. The identity of the natural persons who are ultimate beneficial owners of the equity shares proposed to be allotted
and/or who ultimately control the Proposed Allottee is as follows:

Name of the Proposed Allottee Details of Ultimate Beneficial Owners

IDFC Financial Holding Company Limited IDFC Limited
* IDFC Limited owns 100% shareholding of IDFC FHCL as per RBI licensing guidelines for Bank. IDFC Limited is a Listed entity.

H. The percentage of post Preferential Issue capital that may be held by Proposed Allottee in the Bank consequent to
the Preferential Issue:

Name of the Proposed Category Pre issue Shareholding No. of equity shares Post issue Shareholding
Allottee Structure to be allotted Structure
Number % of Number % of
shares shares
IDFC Financial Holding Promoter 2,26,89,37,489 36.37 37,75,00,859 2,64,64,38,348 39.99
Company Limited
As a result of the proposed Preferential Issue of equity shares, there will be no change in the control or management of the
Bank. The voting rights of Proposed Allottee will be as per Section 12(2) of the Banking Regulation Act, 1949, and Gazette
Notification DBR.PSBD. No.1084/16.13.100/2016-17 dated July 21, 2016.
I. Class or classes of persons to whom the allotment same post the proposed Preferential Issue of equity
is proposed to be made and the current and post shares.
allotment status of the Proposed Allottee: J. Basis on which the price (including premium) has
The Preferential Issue, if approved, is proposed to be been arrived:
made to IDFC Financial Holding Company Limited The issue price has been determined based on
(wholly owned subsidiary of IDFC Limited), which is a consideration of:
body corporate (Public Limited Company). IDFC FHCL i) The Valuation Report dated February 04, 2023
is the promoter of the Bank, and its status remains the from an independent Registered Valuer, Ernst &
Young Merchant Banking Services LLP, on the floor
12 IDFC FIRST BANK POSTAL BALLOT NOTICE

price determined as ` 58.18 per equity share for ii) Pricing based on the pricing formula prescribed
the proposed Preferential Issue of the Bank. The under Regulation 164 of Chapter V of SEBI ICDR
Valuation Report was sought pursuant to Regulation Regulations.
166A(1) of the SEBI ICDR Regulations; and
The issue price of the equity shares is the higher of the
ii) Pricing based on the pricing formula prescribed price determined under i) and ii).
under Regulation 164 of Chapter V of SEBI ICDR
Regulations. L. Lock-in Period:
The equity shares are listed on BSE Limited and the The equity shares to be allotted on a preferential basis
National Stock Exchange of India Limited (‘NSE’) to the Proposed Allottee, shall be subject to lock-in for
and the equity shares are frequently traded in such period(s), as may be applicable, in accordance with
accordance with the SEBI ICDR Regulations. the provisions of Chapter V of the SEBI ICDR Regulations
In terms of Regulation 164(1) of SEBI ICDR and any other applicable law for the time being in force.
Regulations, the price at which equity shares will Further, the entire pre-Preferential Issue shareholding of
be allotted shall not be less than higher of the the Proposed Allottee, shall be locked-in from Relevant
following: Date up to a period of 90 trading days from the date of
(a) Volume weighted average price of the trading approval of proposed Preferential Issue, as per
equity shares of the Bank quoted on the the SEBI ICDR Regulations.
Stock Exchange, during the 90 trading days M. Re-computation of Issue Price:
preceding the Relevant Date is ` 57.14 per
equity share; or Since the Bank’s equity shares are frequently traded
and have been listed on a recognised Stock Exchange
(b) Volume weighted average price of the for more than 90 trading days prior to the Relevant Date,
equity shares of the Bank quoted on the there is no need for the Bank to re-compute the price of
Stock Exchange, during the 10 trading days equity shares to be issued and therefore, the Bank is not
preceding the Relevant Date is ` 58.18 per required to submit the undertakings specified under the
equity share. relevant provisions of the SEBI ICDR Regulations.
The share price on the NSE has been considered for N. Principal terms of assets charged as securities:
arriving at the floor price of the shares to be allotted under
the Preferential Issue, as NSE is the Stock Exchange with Not applicable.
higher trading volumes of the equity shares of the Bank
O. Valuation for consideration other than cash and the
for the 90 trading days prior to the Relevant Date.
justification for the allotment proposed to be made for
In view of the above, the issue price of the equity shares consideration other than cash together with Valuation
to be issued to the Proposed Allottee is ` 58.18 (Rupees Report of the Registered Valuer:
fifty eight and eighteen paise only) per equity share i.e.,
Not applicable.
the higher of the price determined under the Valuation
Report of the Registered Valuer and the price of the equity P. Report of a Registered Valuer:
shares as calculated in accordance with the provisions of
The price of the equity shares has been determined taking
SEBI ICDR Regulations.
into account the Valuation Report of the independent
K. Relevant Date and Issue Price/ Price Band: Registered Valuer (i.e., Valuation Report dated February
04, 2023 prepared by Ernst & Young Merchant Banking
The Relevant Date for determining the price of equity
Services LLP, Registered Valuer appointed by the Bank).
shares for the purpose of the Preferential Issue in
accordance with the SEBI ICDR Regulations, would The name and address of the Registered Valuer
be Monday, February 06, 2023, i.e., the date 30 days appointed by the Bank is as follows:
prior to the date on which the resolution is deemed to be
Mr. Parag Mehta, Partner
passed i.e., Wednesday, March 08, 2023, the last date
for e-Voting. Ernst & Young Merchant Banking Services LLP
It is proposed to issue equity shares at a fixed issue Registered Valuer
price of ` 58.18 per equity share (face value of ` 10 and
premium of ` 48.18, per equity share) as determined Address: Ernst & Young Merchant Banking Services LLP
on the Relevant Date which is in compliance with the 14th Floor, The Ruby,
provisions of SEBI ICDR Regulations. 29 Senapati Bapat Marg,
Dadar (West), Mumbai – 400 028.
The above issue price per equity share has been
determined based on consideration of: Q. Certificate from Practicing Company Secretary

i) Pricing determined basis the Valuation Report of an A copy of the certificate from Mr. Avinash Bagul
independent Registered Valuer under Regulation (Membership No. F5578), Partner at M/s. BNP &
166A(1) of the SEBI ICDR Regulations; and Associates, Practicing Company Secretaries, certifying
 13
that the proposed Preferential Issue is being made in 163(3) of SEBI ICDR Regulations is not applicable

Notice
accordance with the requirements of the SEBI ICDR for the present Preferential Allotment.
Regulations, as applicable, is made available on the
[i] The Bank does not have any outstanding dues
website of the Bank at https://www.idfcfirstbank.com/
towards SEBI, the Stock Exchanges or the
content/dam/idfcfirstbank/pdf/investors/Compliance-
Depositories.
certificate.pdf to facilitate online inspection by the
Members of the Bank. [j] The Bank will make an application to the Stock
Exchanges seeking its in-principle approval for the
R. Other Disclosures: issuance of equity shares to the Proposed Allottee.
[a] The Proposed Allottee have not sold or transferred [k] In accordance with Rule 14(1) of the Companies
equity shares of the Bank during the 90 trading (Prospectus and Allotment of Securities) Rules, as
days preceding the Relevant Date. amended, no offer or invitation of any securities is
[b] Issue of the equity shares pursuant to the being made to a body corporate incorporated in, or
Preferential Issue would be within the authorized a national of, a country which shares a land border
share capital of the Bank. with India.

[c] During the period from April 01, 2022 till date of The raising of capital pursuant to the proposed resolution
notice of this Postal Ballot, the Bank has not made is subject to force majeure circumstances and conditions
any Preferential Issue of equity shares. conducive capital market environment.

[d] The Bank has obtained the Permanent Account It should be noted that Non-Executive Non-Independent
Number of the Proposed Allottee. Directors of Bank viz Mr. Ajay Sondhi (DIN: 01657614) and
Dr. Jaimini Bhagwati (DIN: 07274047) are also Director
[e] The Bank is in compliance with the conditions of of IDFC Limited, Promoter of Bank. Further, Mr. Sondhi
continuous listing of equity shares as specified in is also Director of IDFC FHCL. In view of the proposed
the listing agreement with the Stock Exchange(s) Preferential Issue of equity shares to the Promoter, both
where the equity shares of the Bank are listed Mr. Ajay Sondhi and Dr. Jaimini Bhagwati, Directors of
and the SEBI Listing Regulations, as amended. Promoter, have abstained from the Board Meeting held on
The Bank is eligible to make the Preferential Issue February 04, 2023, while approving the said Preferential
under Chapter V of the SEBI ICDR Regulations. Issue, to avoid potential conflict of interest. Apart from
the aforesaid, none of the Directors, Key Managerial
[f] Neither the Bank nor any of its Directors or
Personnel of the Bank or their relatives are, in any way,
Promoters are categorized as wilful defaulter(s)
concerned or interested, financially or otherwise, in this
or fraudulent borrower by any bank or financial
resolution.
institution or consortium thereof, in accordance
with the guidelines on wilful defaulter(s) issued This Notice does not constitute an offer or invitation or
by the Reserve Bank of India. Consequently, the solicitation of an offer of securities to the public within or
disclosures required under Regulation 163(1)(i) of outside India.
the SEBI ICDR Regulations are not applicable.
Nothing in this Notice constitutes an offer of securities for
[g] Neither the Bank nor any of its Directors and/ or sale or solicitation in any jurisdiction in which such offer
Promoters is a fugitive economic offender as or solicitation is not authorized or where it is unlawful to
defined under the SEBI ICDR Regulations. do so.
[h] The requirement of obtaining Valuation Report from The Board of Directors recommend passing of the
a Registered Valuer as prescribed under Regulation Special Resolution as set out in Item No. 1 of this Notice.