REG - Axis Bank Ltd Axis Bank Ltd (144A) - General Update

Axis BankAnnouncement

28/04/2026 11:30

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RNS Number : 2405C  Axis Bank Limited  28 April 2026

AXIS/CO/CS/51/2026-27

April 25, 2026

 

 Listing & Compliance Department            Listing Department

 National Stock Exchange of India Limited   BSE Limited

Exchange Plaza, 5th Floor
1st Floor,

Plot No. C/1, "G" Block
P. J. Towers,

Bandra-Kurla Complex
Dalal Street,

Bandra (E), Mumbai - 400 051
Fort, Mumbai - 400 001

 NSE Symbol: AXISBANK                       BSE Scrip Code: 532215

 

Dear Sir(s),

 

SUB: DISCLOSURE UNDER REGULATION 30 OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

 

This is to inform you that the Board of Directors of Axis Bank Limited (the
"Bank"), at its meeting held on April 25, 2026, has taken note of the proposed
preferential issue of equity shares by its wholly-owned subsidiary Axis
Finance Limited ("AFL") to Kedaara Pearl Holding ("KC Investor 1") and Kedaara
Capital Fund IV AIF ("KC Investor 2") (KC Investor 1 and KC Investor 2
collectively referred to as the "Investors") and approved the execution of an
investor agreement amongst the Bank, AFL and the Investors, in connection with
the said preferential issue (the "Investor Agreement").

 

The transaction contemplated under the Investor Agreement is subject to
satisfaction of customary conditions and receipt of such statutory /
regulatory approvals, as may be applicable.

 

Upon completion of the proposed preferential issue, the Bank will hold 94.92%
of the equity shares of AFL and will continue to remain the holding company
and promoter of AFL.

 

The details required pursuant to SEBI Master Circular No.
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed
as Annexure A.

 

The Board meeting commenced at 9.00 A.M. and concluded at 4.30 P.M.

 

You are requested to take the above on record.

 

Thanking you,

 

Yours faithfully,

For Axis Bank Limited

 

 

 

Sandeep Poddar

Company Secretary

 

 

Annexure A

 

 Sr. No.  Particulars                                                                     Details
 a.       Parties to the agreements                                                       Axis Bank Limited ("Bank"), Axis Finance Limited ("AFL"), Kedaara Pearl
                                                                                          Holding ("KC Investor 1") and Kedaara Capital Fund IV AIF ("KC Investor 2").

                                                                                          (KC Investor 1 and KC Investor 2 to be collectively referred to as
                                                                                          "Investors").
 b.       Date of entering into the agreements                                            Investor Agreement ("IA"): April 25, 2026.
 c.       Purpose of entering into the agreements                                         Preferential issue by AFL of 4,14,90,391 (four crores fourteen lakhs ninety
                                                                                          thousand three hundred and ninety one) equity shares of the AFL to KC Investor
                                                                                          1 and 19,09,600 (nineteen lakhs nine thousand and six hundred) equity shares
                                                                                          of the AFL to KC Investor 2, on private placement basis, each having face
                                                                                          value of Rs. 10 (Indian Rupees 10 only) for Rs. 172.81 (Indian Rupees One
                                                                                          Hundred and Seven Two point Eight One only) each.

                                                                                          To record the rights and obligations of the Investors agreed amongst the
                                                                                          parties in connection with the aforesaid preferential issue of equity shares.
 d.       Shareholding, if any, in the entity with whom the agreement is executed         As on the execution date, the Bank holds 100% of the share capital of AFL.
                                                                                          Upon completion of the proposed preferential issue, the Bank will hold 94.92%
                                                                                          of the equity shares of AFL and will continue to remain the holding company
                                                                                          and promoter of AFL.
 e.       Significant terms of the agreement (in brief)                                   (i)     Limited reserved matters requiring consent of the Investors

                                                                                          (ii)    Pre-emptive right of the Investors

                                                                                          (iii)   Tag along right of the Investors in case Bank proposes to transfer
                                                                                          any shares

                                                                                          (iv)   Prior consent right of Investors for issuance of shares by AFL which
                                                                                          leads to dilution of Bank's shareholding below 26%.

                                                                                          (v)    Right of first offer of the Bank in case Investors propose to
                                                                                          transfer any shares

                                                                                          (vi)   Exit rights of the Investors

                                                                                          (vii)  Customary transfer restrictions on both Investors and the Bank

                                                                                          (viii) Non-solicitation obligation on both the Investors and the Bank.
 f.       Extent and the nature of impact on management or control of the listed entity   IA does not impact management or control of the Bank.

                                                                                          Rights given to the Investors under the IA does not amount to control by the
                                                                                          Investors on AFL.

 g.       Details and quantification of the restriction or liability imposed upon the     (i)         Restrictions on ability of the Bank to transfer its shares
          listed entity                                                                   in AFL without providing a tag along right to the Investors.

                                                                                          (ii)        Restriction on AFL to issue shares (which leads to dilution
                                                                                          of Bank's shareholding below 26%) without Investors' consent.

                                                                                          (iii)       Restriction on AFL to decide on any reserved matter without
                                                                                          the prior consent of the Investors.
 h.       Whether the said parties are related to promoter / promoter group / group       As on the date of this disclosure, AFL is a wholly owned subsidiary of the
          companies in any manner. If yes, nature of relationship                         Bank. However, upon closing of the IA, AFL will remain a subsidiary but cease
                                                                                          to be a wholly owned subsidiary of the Bank.
 i.       Whether the transaction would fall within related party transactions? If yes,   Not applicable
          whether the same is done at "arm's length"
 j.       In case of issuance of shares to the parties, details of issue price, class of  Not applicable for the Bank.
          shares issued
 k.       Any other disclosures related to such agreements, viz., details of nominee on   None
          the board of directors of the listed entity, potential conflict of interest
          arising out of such agreements, etc.
 l.       In case of rescission, amendment or alteration, listed entity shall disclose    Not applicable.
          additional details to the stock exchange(s)

 

 http://www.rns-pdf.londonstockexchange.com/rns/2405C_1-2026-4-28.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/2405C_1-2026-4-28.pdf)

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