Reverse Merger

Document Summary

SE/2023-24/110, dated February 14, 2024, is addressed to the BSE Limited and the National Stock Exchange of India Limited, informing them of communication received from Utkarsh CoreInvest Limited (“UCL”), the holding company of Utkarsh Small Finance Bank Limited (“USFBL” or “the Bank”). UCL, in a communication dated February 14, 2024, stated that its Board of Directors on February 13, 2024, passed a resolution to initiate steps towards a proposed reverse merger of UCL with USFBL. This proposed reverse merger is subject to requisite corporate, regulatory, and statutory approvals from both UCL and the Bank. The objective of this evaluation is to comply with the Reserve Bank of India Guidelines on Acquisition and Holding of Shares or Voting Rights in Banking Companies dated January 16, 2023. These guidelines require dilution of the Promoter shareholding to 26% within 15 years from the commencement of banking business. Subject to approvals and fulfillment of legal processes, the reverse merger would allow UCL and USFBL to meet the stated regulatory requirements. The Bank has noted the communication from UCL and its Board of Directors will evaluate the proposal along with other options to achieve regulatory compliance, keeping in mind the best interests of the Bank and its stakeholders. The stock exchanges will be updated on further developments. The communication requests that the stock exchanges take note of the information provided. The letter is signed by Muthiah Ganapathy, Company Secretary & Compliance Officer of Utkarsh Small Finance Bank Limited.