Dhanlaxmi Bank Limited has approved the adoption of its Employee Stock Option Plan 2025, subject to shareholder approval. The Board of Directors authorized the grant of up to 27,628,919 employee stock options to eligible employees, as recommended by the Nomination and Remuneration Committee.

The board meeting was held on August 19, 2026. No options have been granted under the new plan as it awaits final member approval.

Scheme Details

The ESOP 2025 is structured in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Key terms of the scheme are outlined below:

The exercise price for each option will be determined by the market price of the share on the date of grant. This is defined as the latest available closing price on a recognized stock exchange with the highest trading volume on the day immediately prior to the grant date.

Once vested, employees will have a period of four years to exercise their options. Significant terms of the scheme will be disclosed in the explanatory statement forming part of the annual general meeting notice.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The bank also referenced SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, in its filing.

Dhanlaxmi Bank has appointed Rajan T.K as an Additional Non-Executive Independent Director for a five-year term effective July 29, 2026. The Board of Directors approved the appointment during a meeting held on July 29, 2026, which commenced at 12:00 noon and concluded at 3:30 p.m. This addition to the Board strengthens the bank’s governance structure with a veteran regulator known for his expertise in cyber security and IT risk management within the banking sector.

The appointment was made pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dhanlaxmi Bank will seek shareholder approval for the appointment within the prescribed timeframe in accordance with the Companies Act, 2013 and applicable SEBI regulations. The bank affirmed that Rajan T.K is not debarred from holding office by any order of the Securities and Exchange Board of India or any other authority. Disclosures were made as required under SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Appointment Details

Professional Background

Rajan T.K brings over 34 years of service with the Reserve Bank of India (RBI), where he retired as Chief General Manager in-charge of Supervision of the banking sector. His tenure included significant contributions to cyber and IT risk regulation. He served as Chief General Manager of the Cyber and IT Risk Group within the Department of Supervision at RBI, where he helped establish units responsible for regulating cyber risks in the banking sector.

During his career, Rajan T.K was instrumental in introducing major regulations for cyber and IT risk areas. He oversaw the rollout of supervisory tools including IT Examinations, off-site assessment frameworks, incident reporting mechanisms, and cyber reconnaissance. He also automated supervisory processes at RBI through the introduction of DAKSH, a web-based application connecting RBI with supervised entities.

Regulatory Leadership

Rajan T.K led RBI in national committees involving stakeholders such as the Indian Cyber Crime Coordination Centre (MHA), CERT-In, Department of Telecommunications (DoT), and the National Cyber Coordinator. He represented RBI at the Financial Stability Board in Basel, Switzerland, contributing to initiatives like the development of a cyber lexicon and incident reporting framework.

He was a member of the Basel Consultative Group (BCG) of the Bank for International Settlements and served on the Board of Directors of Reserve Bank Information Technology Pvt. Ltd. (ReBIT). Additionally, he represented RBI on the boards of two private sector banks, including Dhanlaxmi Bank Limited, bringing extensive experience in both off-site and on-site supervision to his new role.