Meeting Details

  • Meeting Type: 12th Annual General Meeting (AGM)
  • Meeting Date: Monday, August 24, 2026
  • Meeting Time: 11:00 a.m. to 1:50 p.m. (IST)
  • Meeting Location: Conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM)

Proposed Resolutions and Implications

The AGM considered and approved seven resolutions:

Ordinary Business:

1. Consideration and adoption of the Audited Annual Financial Statement for FY ended March 31, 2026, and Reports of Auditors and Board of Directors.

2. Declaration of dividend on equity shares for FY ended March 31, 2026.

3. Re-appointment of Mr. Rajinder Kumar Babbar (DIN: 10540386) as Director retiring by rotation.

4. Increase in remuneration of the Joint Statutory Auditors.

Special Business:

5. Appointment of Mr. Debasish Panda (DIN: 06479085) as an Independent Director.

6. Appointment and remuneration of Mr. Debasish Panda as the Non-Executive Chairman.

7. Payment of fixed remuneration to Non-Executive Directors (other than Non-Executive Chairperson).

Voting Process and Methods

The voting process was conducted in compliance with SEBI LODR and Companies Act 2013:

  • Remote e-voting period: August 20, 2026 (9:00 a.m. IST) to August 23, 2026 (5:00 p.m. IST)
  • E-voting during AGM: Available for 15 minutes during the meeting for members who hadn't voted remotely
  • Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: CS Hansraj Jaria (FCS No.: 7703/CP No.: 19394) was appointed to scrutinize the process
  • Cut-off Date: August 17, 2026
  • Record Date: August 17, 2026
  • Total Shareholders on Record Date: 697,196

Key Voting Outcomes

Overall Participation:

  • Total shares outstanding: 1,611,111,580
  • Total votes polled: 1,093,366,886 shares (67.8641% of outstanding shares)
  • Shareholder attendance: 1 Promoter and 155 Public shareholders attended via VC

Resolution-wise Results:

Resolution 1 (Adoption of Financial Statements):

  • Total votes: 1,093,366,886
  • Votes in favor: 1,093,051,867 (99.9712%)
  • Votes against: 315,019 (0.0288%)
  • Result: Passed

Resolution 2 (Dividend Declaration):

  • Total votes: 1,094,773,833
  • Votes in favor: 1,094,765,167 (99.9992%)
  • Votes against: 8,666 (0.0008%)
  • Result: Passed

Resolution 3 (Re-appointment of Mr. Babbar):

  • Total votes: 1,089,618,871
  • Votes in favor: 1,059,967,754 (97.2788%)
  • Votes against: 29,651,117 (2.7212%)
  • Result: Passed

Resolution 4 (Auditor Remuneration Increase):

  • Total votes: 1,094,762,686
  • Votes in favor: 1,080,016,720 (98.6530%)
  • Votes against: 14,745,966 (1.3470%)
  • Result: Passed

Resolution 5 (Appointment of Mr. Panda as Independent Director - Special Resolution):

  • Total votes: 1,089,618,871
  • Votes in favor: 1,059,967,754 (97.2788%)
  • Votes against: 29,651,117 (2.7212%)
  • Result: Passed

Resolution 6 (Appointment of Mr. Panda as Non-Executive Chairman):

  • Total votes: 1,094,762,195
  • Votes in favor: 1,094,701,260 (99.9944%)
  • Votes against: 60,935 (0.0056%)
  • Result: Passed

Resolution 7 (Remuneration for Non-Executive Directors):

  • Total votes: 1,094,762,195
  • Votes in favor: 1,094,701,260 (99.9944%)
  • Votes against: 60,935 (0.0056%)
  • Result: Passed

Category-wise Voting Breakdown:

The voting results include detailed breakdown by Promoter & Promoter Group, Public Institutions, and Public Non-Institutions categories for each resolution, showing votes polled and percentage for/against.

Scrutinizer's Role and Findings

  • Name: Hansraj Jaria
  • Firm: Hansraj Jaria
  • Qualification: CS
  • Membership Number: F7703
  • Appointment Date: July 21, 2026 (Board Meeting)
  • Report Date: August 24, 2026

The Scrutinizer verified the electronic voting process and submitted a Consolidated Scrutinizer's Report. The report confirmed:

  • All resolutions were passed with requisite majority
  • Voting rights were capped at 26% for Bandhan Financial Holdings Limited per Banking Regulation Act requirements
  • The process was fair and transparent
  • Invalid votes totaled 185,782,701 shares (all from Promoter and Promoter Group category)

Compliance with Laws and Regulations

The Bank confirmed compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and relevant Rules
  • MCA General Circular Nos. 14/2020, 17/2020, 20/2020, and 03/2025
  • Banking Regulation Act, 1949 (Section 12(2)) for voting rights limitation
  • RBI Directions on acquisition and holding of shares/voting rights

Additional Information

  • The Bank's audited financial statements and secretarial auditor reports contained no qualifications or adverse remarks
  • All relevant documents were made available electronically for member inspection
  • Voting results were uploaded to the Bank's website (www.bandhan.bank.in) and NSDL's website (www.evoting.nsdl.com)
  • The meeting was chaired initially by Mr. Partha Pratim Sengupta (MD&CEO) due to technical issues faced by Mr. Debasish Panda, who later assumed the chair