True North Fund VI LLP Divests Entire 6.8644% Stake in Fedbank Financial Services to Nomura India Equity Fund

True North Fund VI LLP has completely exited its investment in fedbank financial services Limited, disposing of its entire shareholding through a block deal on the Stock Exchange mechanism on May 12, 2026. The buyer in the transaction is Nomura India Equity Fund, managed by Nomura Asset Management-FPI.

Stake Disposal Details

The company disclosed the development via a regulatory filing submitted to both the National Stock Exchange of India Limited and BSE Limited on May 12, 2026. The key details of the transaction are summarised below:

Parameter: Details Seller: True North Fund VI LLP Buyer: Nomura India Equity Fund (managed by Nomura Asset Management-FPI) Shares Disposed: 2,56,95,139 Equity Shares Stake Disposed: Approx. 6.8644% of paid-up equity share capital Transaction Mechanism: Block Deal on Stock Exchange Transaction Date: May 12, 2026 Post-Transaction Holding (True North Fund VI LLP): Nil

Impact on Shareholding

Prior to the transaction, True North Fund VI LLP held 2,56,95,139 equity shares, amounting to approximately 6.8644% of the paid-up equity share capital of Fedbank Financial Services Limited. Consequent to this disposal, True North Fund VI LLP's shareholding in the company stands at nil, marking a complete exit from the company.

The filing was signed by Parthasarathy Iyengar, Company Secretary and Compliance Officer of Fedbank Financial Services Limited, and submitted on May 12, 2026.

Fedbank Financial Services Limited has issued a Postal Ballot Notice dated April 28, 2026, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking member approval for material related party transactions with its holding company, Federal Bank Limited, for the financial year 2026-27. The notice was dispatched to shareholders on May 08, 2026, and subsequently published in the Business Standard (English) All India edition and Pratakhkal (Marathi) Mumbai edition on May 09, 2026. The notice is being dispatched exclusively through electronic mode to members whose email addresses are registered as on the cut-off date of Tuesday, May 5, 2026.

Purpose of the Postal Ballot

The sole resolution proposed under this postal ballot is an Ordinary Resolution seeking omnibus approval for entering into and/or continuing material related party transactions with Federal Bank Limited — the holding company of Fedbank Financial Services and a related party — during FY 2026-27 and till one year from the effective date of passing of the resolution. The Audit Committee of the Company, comprising all Independent Directors, reviewed and accorded its consent on March 31, 2026, and the Board of Directors approved the proposal at its meeting held on April 28, 2026, subject to member approval.

As per SEBI Listing Regulations, where the consolidated turnover of the listed entity is up to Rs. 20,000 Crore, a transaction exceeding 10% of the annual consolidated turnover qualifies as a material related party transaction. The annual turnover of the Company for FY 2025-26 is Rs. 2,227 Crore. Federal Bank Limited holds 60.79% in the Company as on March 31, 2026.

Proposed Transaction Categories and Limits for FY 2026-27

The proposed transactions cover a wide range of financial and operational arrangements between the Company and Federal Bank. The table below summarises the key transaction categories and their respective proposed limits:

Transaction Category: Proposed Limit % of FY 2025-26 Turnover Funded & Non-Funded Facilities + Debt Securities: Up to Rs. 1,500 Crore ~67.36% Interest on above facilities: Up to Rs. 150 Crore ~6.74% Processing Fees on above facilities: Up to Rs. 40 Crore ~1.80% Assignment of Loan / Securitization: Up to Rs. 1,000 Crore ~44.90% Fixed Deposit Placement: Up to Rs. 200 Crore ~8.98% Interest on Fixed Deposits: Up to Rs. 25 Crore ~1.12% Hedging Limit: Up to Rs. 500 Crore ~22.45% Syndication Fee: Up to Rs. 15 Crore ~0.67% CLM Limits for LAP/Gold: Up to Rs. 1,000 Crore ~44.90% Fee Income for Referral/Lead Generation: Up to Rs. 25 Crore ~1.12% Brand Royalty Fee: Up to Rs. 4 Crore ~0.18% Total Proposed Transaction Value: Rs. 4,459 Crore ~200.22%

The total proposed transaction value of Rs. 4,459 Crore includes borrowings, repayments/redemptions, and placement of time and demand deposits with the bank. The Company has noted that since Federal Bank is a Scheduled Commercial Bank, the percentage of borrowings/deposits to turnover is not a directly comparable metric.

Previous Transactions with Federal Bank (Annexure 1)

The following table presents the historical transaction details between the Company and Federal Bank Limited for FY 2024-25 and FY 2025-26:

Nature of Transaction: FY 2024-25 (In Crores) FY 2025-26 (In Crores) Income: Recovery of expenses with markup for sourcing distribution verticals: 33.07 3.16 PTC service fees: 0.30 0.25 Interest received on fixed deposits: - 0.03 Total Income: 33.37 3.44 Expenses Incurred/Paid: Interest paid on Cash Credit / WCDL / Term Loan: 84.82 78.12 Processing Fees: 1.43 1.11 Interest paid/accrued on NCD facility: 23.20 23.24 Service charge for CSGL Transactions: 0.00 - Brand usage charges: 2.44 3.21 Bank Charges: - 0.43 Total Expenses: 111.89 109.55 Borrowings Taken/Repaid: Term Loan repaid to Federal Bank: 255.78 264.86 Term Loan availed from Federal Bank: 550.00 300.00 Net Cash Credit / WDCL repaid to Federal Bank: - - Total Borrowings: 805.78 564.86 Grand Total: 951.03 674.41

Brand Royalty: Historical Data

The Company has also disclosed royalty payments made to Federal Bank Limited over the last three financial years, all of which pertain to brand usage:

Financial Year: Royalty Paid % of Net Profit Before Tax FY 2025-2026: Rs. 3.21 crores 0.70% FY 2024-2025: Rs. 2.44 crores 0.80% FY 2023-2024: Nil Nil

Brand Usage Fee, Turnover and Net Profit after Tax increased by 31.85%, 7.06% and 52.59% respectively in FY 2025-26 compared to the previous year. For peer comparison, HDB Financial Services Limited pays a license fee equivalent to 0.4% of revenue from operations net of finance cost related to lending business, while the Company pays a license fee equivalent to 0.3% of interest income net of finance expense.

Financial Profile of Federal Bank Limited

The following key financial metrics of Federal Bank Limited for the immediately preceding financial year are disclosed for member reference:

Metric: Amount Turnover: Rs. 32,136 Crore Profit After Tax: Rs. 4,117 Crore Net Worth: Rs. 38,705 Crore

E-Voting Schedule and Process

The Company has engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process. Key dates and details are as follows:

Parameter: Details Commencement of e-voting: 9:00 a.m. IST on Monday, May 11, 2026 Conclusion of e-voting: 5:00 p.m. IST on Tuesday, June 09, 2026 Cut-off date for eligibility: Tuesday, May 5, 2026 Scrutinizer: Mr. Dinesh Kumar Deora (CoP No. 4119) / Mr. Tribhuwneshwar Kaushik (CoP No. 16207), DM & Associates Company Secretaries LLP Result announcement: Within two working days from conclusion of e-voting

The resolution, if approved by the requisite majority, shall be deemed to have been passed on Tuesday, June 09, 2026 — the last date specified for e-voting. Mr. K.V.S Manian, Non-Executive Nominee Director, and Mr. Harsh Dugar, Non-Executive Nominee Director of the Company, are also Directors of Federal Bank Limited, and hence they and their relatives may be deemed to be concerned or interested in this resolution. As per SEBI Listing Regulations, related parties shall not vote to approve this resolution. The Postal Ballot Notice is available on the Company's website at www.fedfina.com and on the NSDL e-voting website at www.evoting.nsdl.com .

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