Federal Bank Limited has disclosed that the Reserve Bank of India (RBI) has granted its approval to Kotak Mahindra Bank Limited to acquire an "aggregate holding" of up to 9.99% of the paid-up share capital or voting rights of Federal Bank. The intimation from the RBI was received by Federal Bank on May 06, 2026, and the disclosure was filed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Key Details of the RBI Approval

The following table summarises the key parameters of the regulatory approval:

Regulatory Conditions Governing the Approval

The approval granted by the RBI is subject to compliance with a set of applicable regulatory frameworks. Federal Bank's disclosure specifically outlines the following conditions:

• Banking Regulation Act, 1949
• Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025, dated November 28, 2025 (as amended from time to time)
• Foreign Exchange Management Act, 1999
• Regulations issued by the Securities and Exchange Board of India (SEBI)
• Any other applicable statutes, regulations, and guidelines

Disclosure and Governance

The disclosure was made by KVS Manian, Managing Director & CEO of Federal Bank Limited, through the Secretarial Department on May 07, 2026. The filing was addressed to both the National Stock Exchange of India Limited and BSE Limited in accordance with listing obligations. The communication confirms that the RBI approval is conditional and must adhere to all relevant provisions as specified by the applicable regulatory authorities.

The Federal Bank Limited has issued a Postal Ballot Notice dated April 29, 2026, pursuant to Regulation 30 and 44 of the SEBI Listing Regulations, seeking shareholder approval on three items of special business. The resolutions cover the re-appointment of Executive Director Mr. Harsh Dugar and the payment of variable pay – cash component to two former senior executives for FY 2024-25. Voting will be conducted exclusively through remote e-voting facilitated by the National Securities Depository Limited (NSDL), with the process commencing on Wednesday, May 06, 2026, at 09:00 a.m. IST and concluding on Thursday, June 04, 2026, at 05:00 p.m. IST. Members whose names appear in the Register of Members or Register of Beneficial Owners as of the cut-off date, Thursday, April 30, 2026, are eligible to participate.

Special Business Resolutions

The postal ballot notice outlines three resolutions requiring shareholder approval, all classified as Ordinary Resolutions. The following table summarises the items placed before members:

Re-appointment of Mr. Harsh Dugar as Executive Director

Mr. Harsh Dugar (DIN: 00832748) was first appointed as a Whole-time Director, designated as Executive Director, with effect from June 23, 2023, for a period of three years. His current term is set to expire on June 22, 2026. The Nomination, Remuneration, Ethics and Compensation Committee (NRC) reviewed his fit and proper declaration at its meeting held on December 20, 2025, and recommended his re-appointment for a further period of three years. The Board of Directors, at its meeting held on December 30, 2025, approved the re-appointment subject to RBI and shareholder approvals. The RBI subsequently granted its approval vide letter no. DoR.GOV.No.9538/08.38.001/2025-26 dated March 30, 2026, for re-appointment as Executive Director for a period of three years from June 23, 2026 to June 22, 2029.

Mr. Dugar holds a bachelor's degree with Honours in Accounting & Finance from the University of Calcutta and is a qualified Cost and Work Accountant (CWA) and Chartered Financial Analyst (ICFAI). He joined Federal Bank in October 2016 and has over 29 years of experience in corporate banking, having previously served at HDFC Bank for 20 years. He attended 22 out of 27 Board meetings during FY 2025-26 and holds 12,60,000 equity shares in Federal Bank as on March 31, 2026. He also serves on the Board of Fedbank Financial Services Limited as a director. During FY 2025-26, an aggregate amount of Rs. 2,20,81,857.00 was paid towards his remuneration.

Remuneration Package of Mr. Harsh Dugar (Effective July 01, 2025)

The current compensation package of Mr. Harsh Dugar, approved by the RBI on October 15, 2025, and by shareholders at the Extra-Ordinary General Meeting held on November 19, 2025, effective from July 01, 2025, is detailed below. This package will continue until the next pay revision due on July 01, 2026.

Note: The number of stock options will be crystallised at the Black-Scholes value equivalent to Rs. 1,75,60,195.00 as on the date prior to the grant date.

Variable Pay for Former Executives

The Board, at its meeting held on December 05, 2025, approved the payment of variable pay – cash component to two former senior executives for FY 2024-25, subject to RBI and shareholder approvals. The RBI granted its approval vide letter D.o.R.GOV.NO.9168/08.38.001/2025-26 dated March 09, 2026. The approved amounts are as follows:

Mr. Shyam Srinivasan assumed charge as Managing Director & CEO on September 23, 2010, and superannuated on September 22, 2024, after a distinguished tenure of 14 years. The RBI approval for his variable pay represents 80% of the targeted variable pay, prorated for the number of days he was in service during FY 2024-25. Ms. Shalini Warrier joined Federal Bank on November 02, 2015, as Chief Operating Officer and was elevated to Executive Director on January 15, 2020, serving until her resignation on May 24, 2025. The RBI approval for her variable pay represents 40% of the targeted variable pay, based on her performance rating for FY 2024-25 as evaluated by the NRC and the Board.

E-Voting Process and Results Declaration

The Bank has engaged NSDL to facilitate the remote e-voting process. The Postal Ballot Notice has been sent electronically to all members whose email addresses are registered with depositories — NSDL and Central Depository Services (India) Limited (CDSL) — or with the Bank's Registrar and Transfer Agent, Integrated Registry Management Services Private Limited, as on the cut-off date of Thursday, April 30, 2026. The Bank has appointed CS Puzhankara Sivakumar (Membership No. FCS 3050, COP No. 2210), Managing Partner of SEP & Associates, Practicing Company Secretaries, Kochi, as the Scrutiniser for conducting the postal ballot process. The Scrutiniser's Report, along with the voting results, will be declared not later than two working days from June 04, 2026, and will be placed on the Bank's website at www.federal.bank.in/disclosures-to-shareholders , the NSDL e-voting portal at www.evoting.nsdl.com , and communicated to the stock exchanges. The resolutions, if approved, shall be deemed to have been duly passed on Thursday, June 04, 2026.