meeting of our Bank held after successful listing and trading pursuant to completion of the Issue in the following
manner:

(i) The Promoters shall have a collective right to appoint one Director (“Promoter Nominee Director”)
on the Board. Additionally, as long the Promoters together hold such number of Equity Shares which
constitute 7.50% or more of the paid-up share capital of our Bank on a fully diluted basis, they shall,
collectively have the right to appoint two Promoter Nominee Directors on the Board, including the
aforesaid right to appoint one Promoter Nominee Director by virtue of continuing as Promoters of our
Bank.

(ii) As long as the Qualifying Shareholders together hold such number of Equity Shares which together
constitute at least 10% of the paid-up share capital of our Bank on a fully diluted basis, they shall,
collectively have the right to appoint one Director (“Qualifying Shareholder Nominee Director”) to
the Board. Further, as long as such Qualifying Shareholders together hold such number of Equity Shares
which constitute at least 25% of the paid-up share capital of our Bank on a fully diluted basis, they
shall, collectively have the right to appoint two Qualifying Shareholders Nominee Directors on the
Board, including the aforesaid right to appoint one Qualifying Shareholders Nominee Director.

For further details, see “Main Provisions of Articles of Association — Board of Directors ” on pages 413 to 416.

Shareholding of Directors in our Bank

Except Baskar Babu Ramachandran who holds 12,343,578 Equity Shares in our Bank, none of our Directors hold any
Equity Shares of our Bank as on the date of this Prospectus.

Interest of Directors

All our Investor Directors and Independent Directors may be deemed to be interested to the extent of sitting fees payable
to them for attending meetings of our Board and Committees, and reimbursement of expenses payable to them under our
Articles of Association, as approved by our Board, as applicable. Further, our Investor Directors may also be regarded as
interested to the extent of the shareholding of the companies, firms and trusts in which such Investor Directors are
interested as director, member, partner and/or trustee or otherwise, and to the extent of benefits arising out of such
shareholding.

Baskar Babu Ramachandran, our Managing Director and Chief Executive Officer, who is our Promoter as well, is
interested to the extent of remuneration payable to him in accordance with applicable law, corporate and other approvals,
to the extent of remuneration paid for services rendered as an officer of our Bank and to the extent of any dividend payable
to him and other distributions in respect of Equity Shares held by him in our Bank and he is also interested in the promotion
and formation of our Bank. For details, see “- Shareholding of Directors in our Bank” and “Our Promoters and Promoter
Group” beginning on pages 194 and 205, respectively.

Except as stated in “Financial Information” beginning on page 241 and as disclosed in this section, our Directors do not
have any other interest in our Bank, or in any property acquired by or leased to our Bank during the three years
immediately preceding the date of this Prospectus, or proposed to be acquired or leased to our Bank, or in any transaction
by our Bank including, for acquisition of land, construction of buildings or supply of machinery.

Other than the remuneration, no amount or benefit has been paid or given within the two years preceding the date of filing
of this Prospectus or is intended to be paid or given to any of our Directors.

Changes in our Board in the last three years

 

Name Date of appointment/
change/cessation

July 27, 2020

Reason for change

 

John Arunkumar Diaz Re-designated as an Independent Director

 

 

Baskar Babu January 23, 2020 Re-appointed as Managing Director and Chief Executive

Ramachandran Officer

Sheela Bhide January 23, 2020 Ceased to be an Independent Director and Part-time
Chairperson

 

John Arunkumar Diaz
Meena Hemchandra

December 16, 2019
September 26, 2019

‘Appointed as an Additional Independent Director
Re-designated as an Independent Director

 

 

Ranjit Shah

September 26, 2019

Re-designated as an Investor Director

 

Aleem Remtula

September 26, 2019

Re-designated as an Investor Director

 

Meena Hemchandra

December 15, 2018

Appointed as an Additional Independent Director

 

 

Aleem Remtula

 

December 15, 2018

 

‘Appointed as Nominee Director

 

194

 
