qd)

25 The Promoters’ contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares were offered to the
public in the Issue;

3 Our Bank has not been formed by the conversion of a partnership firm or a limited liability partnership
firm into a company;

4. The Equity Shares forming part of the Promoters’ contribution are not subject to any pledge; and
5. All the Equity Shares held by our Promoters are held in dematerialized form.

HDFC Life, in respect of the Equity Shares offered by it for meeting the shortfall in Promoters’ contribution,
confirms that such Equity Shares:

1; have not been acquired for consideration other than cash and no revaluation of assets or capitalization
of intangible assets was involved in such transaction;

2. are not subject to any pledge or any other encumbrance;
3. are held in dematerialized form; and
4. have not been acquired during the preceding year at a price lower than the Issue price.

Other lock-in requirements:

1.

In addition to the 20% of the post-Issue expanded Equity Share capital of our Bank held by our Promoters, and
contributed by HDFC Life to meet the shortfall in minimum Promoters’ contribution, and locked in for three
years as specified above, the entire pre-Issue Equity Share capital of our Bank will be locked-in for a period
of one year from the date of Allotment, except for (i) the Equity Shares offered pursuant to the Offer for Sale;
(ii) any Equity Shares held by the eligible employees (whether currently employees or not and including the
legal heirs or nominees of any deceased employees or ex-employees) of our Bank which have been allotted to
them under ESOP 2010 and ESOP 2014 or which have been allotted to them or will be allotted to them under
ESOP 2016 and ESOP 2019, prior to the Issue, except as required under applicable law and (iii) any Equity
Shares held by a VCF or Category I AIF or Category II AIF or FVCI, as applicable, provided that such Equity
Shares shall be locked in for a period of at least one year from the date of purchase by such shareholders.
Further, any unsold portion of the Equity Shares offered pursuant to the Offer for Sale will be locked-in as
required under the SEBI ICDR Regulations.

The Equity Shares held by the Promoters, which are locked-in may be transferred to and amongst the members
of the Promoter Group or to another Promoter or to any new promoter of our Bank, subject to continuation of
the lock-in in the hands of the transferees for the remaining period and compliance with the Takeover
Regulations, as applicable.

Our Promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner, the
Promoters’ contribution from the date of filing this Prospectus, until the expiry of the lock-in specified above,
or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance
with the SEBI ICDR Regulations.

The Equity Shares held by the Promoters which are locked-in for a period of one year from the date of
Allotment may be pledged only with scheduled commercial banks or public financial institutions or
systemically important non-banking finance companies or housing finance companies, as collateral security
for loans granted by such banks or public financial institutions or systemically important non-banking finance
companies or housing finance companies, provided that pledge of the Equity Shares is one of the terms of the
sanction of loans. The lock-in may continue pursuant to the invocation of pledge; however, the transferee shall
not be eligible to transfer the Equity Shares until the expiry of the lock-in period.

The Equity Shares held by persons other than the Promoters and locked-in for a period of one year from the
date of Allotment in the Issue may be transferred to any other person holding the Equity Shares which are
locked-in, subject to continuation of the lock-in in the hands of transferees for the remaining period and
compliance with the Takeover Regulations.

Any Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period of 30 days from the date of Allotment.

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