Rights Issue

Intimations to the Stock Exchanges

• Intimation of the meeting of the board of directors of Dhanlaxmi Bank Limited (the "Bank") under Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing Regulations")
• Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")- Updates on Rights Issue
• Regulation 29 & 50 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- Notice of the meeting of the Board of Directors of Dhanlaxmi Bank Limited (the "Bank") to be held on December 19, 2024
• Regulations 30, 42 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") and outcome of the meeting of the Board of Directors of Dhanlaxmi Bank Limited (the "Bank") held on December 19, 2024
• Intimation as per Regulation 84 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations, 2018 (“SEBI ICDR Regulations”) – Issue of advertisement in newspapers in respect of certain matters relating to rights issue of equity shares of Dhanlaxmi Bank Limited (the “Bank”) (“Rights Issue”)
• Website Disclaimer for Letter of Offer
• Rights Issue - Letter of Offer (LOF)
• Summary, Schedule and Terms of the Rights Issue

1. Rights Equity Shares being offered by our Bank	Up to 14,16,86,767* Rights Equity Shares
2. Rights Entitlement for the Rights Equity Shares	14 Rights Equity Share for every 25 Equity Shares held on the Record Date
3. Record Date	Friday, December 27, 2024
4. Face Value per Equity Share	Rs.10 each
5. Issue Price	Rs. 21.00 per Rights Equity Share (including a premium of Rs.11.00 per Rights Equity Share).
6. Issue Size	Up to Rs. 297.54 crore*
7. Equity Shares issued, subscribed and paid up and outstanding prior to the Issue	25,30,12,084 Equity Shares issued, subscribed and paid-up. For details, please see “Capital Structure” on page 51 of LOF
8. Equity Shares outstanding after the Issue (assuming full subscription for and Allotment of the Rights Equity Shares) and made fully paid up	39,46,98,851 Equity Shares
9. ISIN for Equity Shares	ISIN for Equity Shares: INE680A01011          BSE Code: 532180 NSE Code: DHANBANK
10. ISIN for Rights Entitlements	INE680A20011
11. Terms of the Issue	For further information, please see “Terms of the Issue” on page 242
12. Use of Net Proceeds	For further information, please see “Objects of the Issue” on page 242
13. Terms of payment	The full amount of the Issue Price being Rs. 21.00 will be payable on application.
14. Last Date For Credit Of Rights Entitlements	Tuesday, January 7, 2025
15. Issue Opening Date	Wednesday, January 8, 2025
16. Last Date For On Market Renunciation Of Rights Entitlements #	Thursday, January 23, 2025
17. Issue Closing Date**	Tuesday, January 28, 2025
18. Finalisation Of Basis Of Allotment (On Or About)	Monday, February 3, 2025
19. Date Of Allotment (On Or About)	Tuesday, February 4, 2025
20. Date Of Credit (On Or About)	Wednesday, February 5, 2025
21. Date Of Listing (On Or About)	Monday, February 10, 2025
*Assuming full subscription in the Issue. Subject to finalisation of Basis of Allotment. # Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date ** Our Board or the Equity Issuance Committee thereof will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

• Material Contracts for the Rights Issue

  1. Issue agreement dated December 19, 2024 between our Bank and the Lead Manager.

  2. Registrar agreement dated December 19, 2024 between our Bank and the Registrar to the Issue.

  3. Bankers to the Issue agreement dated December 19, 2024 between our Bank, the Lead Manager, the Registrar to the Issue and the Bankers to the Issue.

• Material Documents for the Rights Issue

  1. Certified copies of the updated Memorandum of Association and Articles of Association of our Bank, as amended.

  2. Certificate of Incorporation dated November 14, 1927, and fresh Certificate of Incorporation dated August 10, 2010, issued pursuant to the change of name of our Bank to ‘Dhanlaxmi Bank Limited’ from ‘Dhanalakshmi Bank Limited’.

  3. License Bearing Reference Number MUM-89 dated September 28, 2010, issued by the RBI under the Banking Regulation Act to carry on banking business in India.

  4. Letter Of Offer dated January 31, 2008, in respect of the rights issue of equity shares of face value of Rs.10 each, aggregating to Rs. 198.76 crore by our Bank.

  5. Consents of the Directors(ZIP), Company Secretary and Compliance Officer, the Lead Manager, the Banker to the Issue, the legal counsel to our Bank, and the Registrar to the Issue for inclusion of their names in this Letter of Offer to act in their respective capacities and such consents have not been withdrawn up to the time of delivery of this Letter of Offer.

  6. Consent Letters dated December 19, 2024 from our Joint Statutory Auditors, M/s. Sagar and Associates and Abraham & Jose, Chartered Accountants to include their names in this Letter of Offer, as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in respect of and inclusion of FY 2024 Reformatted Audited Financial Statements and the audit report dated December 19, 2024, issued thereon, and such consent has not been withdrawn as of the date of this Letter of Offer.

  7. Our Audited Financial Statements and the Audit Report there on dated May 22, 2024.

  8. Our Unaudited Financial Statements for the six-month period ended September 30, 2024.

  9. Report on Reformatted Audited Financial Statements and Reformatted Unaudited Financial Statements dated December 19, 2024.

  10. Resolution of our Board dated October 22, 2024 in relation to this Issue and other related matters.

  11. Resolution of our Board dated December 19, 2024 Approving & Adopting the Letter of Offer.

  12. Resolutions of our Board dated December 19, 2024 in relation to the terms of the Issue including the Record Date, the Issue Price and the Rights Entitlement Ratio.

  13. Statement of possible special tax benefits dated December 19, 2024 from M/s. Sagar and Associates and Abraham & Jose, Chartered Accountants included in this Letter of Offer.

  14. Annual reports of our Bank in respect of the Financial Years 2024, 2023, 2022, 2021 and 2020.

  15. Due Diligence Certificate dated December 19, 2024 addressed to SEBI from the Lead Manager.

  16. In-principle listing approval dated December 4, 2024, issued to our Bank by BSE.

  17. In-principle listing approval dated December 13, 2024, issued to our Bank by NSE.

  18. Tripartite agreement dated March 26, 2001, entered into among our Bank, NSDL and the Registrar to the Issue.

  19. Tripartite agreement dated March 26, 2001, entered into among our Bank, CDSL and the Registrar to the Issue.

  
  

• Frequently Asked Questions of RIGHTS ISSUE (FAQs)

• Application Form – Rights Issue

• Abridged Letter of Offer – Rights Issue