Utkarsh Small Finance Bank held an NCLT-convened equity shareholders meeting on March 28, 2026, through video conferencing to approve the scheme of amalgamation with Utkarsh CoreInvest Limited. The meeting, attended by 43 members, was chaired by NCLT-appointed Dr. Santosh Kumari and included senior bank management. Shareholders voted through e-voting facilities available from March 25-27, 2026, with results to be disclosed separately as per regulatory requirements.

Utkarsh Small Finance Bank Conducts NCLT-Convened Shareholders Meeting for Amalgamation Scheme Approval

Utkarsh Small Finance Bank conducted a National Company Law Tribunal (NCLT) convened meeting of equity shareholders on March 28, 2026, to deliberate on a significant corporate restructuring initiative. The meeting, held through video conferencing at 12:30 p.m. IST, was organized pursuant to the Hon'ble NCLT Allahabad Bench order dated February 11, 2026, focusing on the scheme of amalgamation between Utkarsh CoreInvest Limited and the bank.

Meeting Structure and Attendance

The shareholders meeting was conducted in compliance with the Companies Act, 2013, and SEBI Listing Regulations, with appropriate circulars from the Ministry of Corporate Affairs and Securities and Exchange Board of India. Company Secretary and Compliance Officer Muthiah Ganapathy welcomed the participants and confirmed attendance of 43 members as per the bank's records.

Role Name Designation Chairperson Dr. Santosh Kumari NCLT-appointed Chairperson Alternate Chairperson Mr. Anant Prakash NCLT-appointed Board Chairman Dr. Kshatrapati Shivaji Independent Director and Part Time Chairman Director Mr. Ajay Kumar Kapur Independent Director MD & CEO Mr. Govind Singh Managing Director and Chief Executive Officer CFO Mr. Sarju Simaria Chief Financial Officer Scrutinizer Mr. Sumit Agrawal Chartered Accountant (NCLT-appointed)

Amalgamation Scheme Details

The primary agenda involved consideration of the scheme of amalgamation between Utkarsh CoreInvest Limited into and with Utkarsh Small Finance Bank Limited. Dr. Santosh Kumari, the NCLT-appointed chairperson, presided over the proceedings after confirming the requisite quorum was present.

E-Voting Process and Compliance

The bank implemented a comprehensive e-voting mechanism to ensure shareholder participation:

Remote e-voting period: March 25, 2026 to March 27, 2026

Live e-voting: Available during the meeting

Extended voting window: 30 minutes post-meeting conclusion

Scrutinizer oversight: Mr. Sumit Agrawal monitored the process for transparency

Voting Details Information Resolution Approval of Scheme of Amalgamation between Utkarsh CoreInvest Limited and Utkarsh Small Finance Bank Limited Voting Mode E-voting Scrutinizer Mr. Sumit Agrawal, Chartered Accountant

Meeting Proceedings and Conclusion

The meeting followed established corporate governance protocols, with the Company Secretary confirming that the notice convening the meeting had been properly circulated to shareholders. Managing Director and Chief Executive Officer Govind Singh addressed shareholder queries and provided detailed responses to clarifications sought during the session.

Representatives from Joint Statutory Auditors and Secretarial Auditors attended the meeting, ensuring compliance with regulatory requirements. The proceedings concluded at 01:50 p.m. IST, with the chairperson authorizing the NCLT-appointed scrutinizer to declare the combined results of remote e-voting and votes cast during the meeting.

Regulatory Compliance and Disclosure

In accordance with Regulation 44 of the SEBI Listing Regulations, the bank will separately disclose the combined e-voting results along with the scrutinizer's report to stock exchanges. The meeting summary and related disclosures are available on the bank's website at www.utkarsh.bank.in , ensuring transparency and regulatory compliance under Regulation 30 of the SEBI Listing Regulations.

Utkarsh Small Finance Bank has published newspaper advertisements following its Management Committee's approval to sell stressed loan portfolios worth ₹1,490.99 crore to Asset Reconstruction Companies (ARCs), marking the next phase in the bank's asset quality management strategy.

Newspaper Publication and EOI Process

The bank published advertisements in Financial Express and Jansatta newspapers, inviting Expression of Interest (EOI) from qualified Asset Reconstruction Companies. This follows the Management Committee's approval granted during its meeting held on March 26, 2026, as communicated to stock exchanges in compliance with SEBI regulations.

Only ARCs registered with the Reserve Bank of India (RBI) and holding valid Certificate of Registration as on the EOI submission date are eligible to participate in the bidding process.

Transaction Structure and Timeline

The approved sale comprises two distinct portfolios of unsecured stressed microfinance institution (MFI) loans:

Portfolio Details: Outstanding Principal (Dec 31, 2025) Reserve Price/Binding Offer Starting Counter Bid Price Sale Terms Pool 1 - Unsecured Stressed MFI Loans ₹1,016.24 crore (2,92,030 accounts) ₹133.10 crore ₹139.76 crore Cash + Security Receipts (min 47.29% upfront) Pool 2 - Unsecured Stressed MFI Loans ₹474.75 crore (1,36,832 accounts) ₹62.19 crore ₹65.30 crore Cash + Security Receipts (min 47.30% upfront) Total ₹1,490.99 crore ₹195.29 crore ₹205.06 crore -

Interested ARCs must submit their binding bids by 10:00 AM on March 30, 2026. The transaction follows a Swiss Challenge Method, allowing existing offer holders the right to match the highest counter bid.

Sale Process and Terms

The bank reserves comprehensive rights in the sale process, including the authority to accept or reject any bids without assigning reasons. The stressed assets will be sold on "as is, where is" and "without recourse" basis, with no representations or warranties from the bank.

Prospective buyers can undertake due diligence at their own cost after executing Non-Disclosure Agreements (NDA) and submitting EOI. All applicable taxes, stamp duty, and transaction-related costs will be borne by successful bidders.

Regulatory Compliance

The sale process aligns with the bank's Transfer and Distribution of Credit Risk Policy and complies with relevant RBI and regulatory requirements. The bank will provide separate intimation to exchanges upon completion of the proposed transaction, with all disclosures available on www.utkarsh.bank.in .

Source: None/Company/INE735W01017/827e8310-846d-4a53-a9a0-b33295f87961.pdf

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