Bandhan Bank Limited

Key Event Details

The Bank sought shareholder approval for the appointment of Mr. Debashish Mukherjee (DIN: 08193978) as an Independent Director. This was the only item of special business considered.

Voting Process and Timeline

The postal ballot was conducted solely through a remote e-voting process. The voting period commenced on Thursday, May 07, 2026, at 9:00 AM IST and ended on Friday, June 05, 2026, at 5:00 PM IST. The record date (cut-off date) for determining shareholder eligibility to vote was set as Friday, May 01, 2026.

Scrutinizer Appointment

The Bank appointed CS Hansraj Jaria, a Practising Company Secretary (FCS No.: 7703 / CP No.: 19394), to act as the Scrutinizer for the e-voting process. He was appointed by the Board of Directors at their meeting held on April 28, 2026, and he submitted his final report on June 06, 2026.

Voting Results

Based on the Scrutinizer's Report, the special resolution was duly approved by the shareholders with the requisite majority. The resolution is deemed to have been passed on June 05, 2026, the last date of the voting period.

The detailed voting results are as follows:

Overall Result:

  • Total Shareholders on Record Date: 710,401
  • Total Number of Equity Shares: 1,610,978,587
  • Total Valid Votes Polled (Shares): 1,055,718,418
  • Percentage of Votes Polled: 65.5327%
  • Votes in Favor (Shares): 1,048,854,143
  • Votes Against (Shares): 6,864,275
  • Percentage in Favor (of votes polled): 99.3498%
  • Percentage Against (of votes polled): 0.6502%
  • Result: Passed

Category-wise Breakdown:

  • Promoter and Promoter Group:
  • Shares Held: 627,526,519
  • Votes Polled (Shares): 420,402,582 (66.9936% of shares held)
  • Votes in Favor: 420,402,582 (100.0000% of votes polled in this category)
  • Votes Against: 0 (0.0000% of votes polled in this category)
  • Public - Institutions:
  • Shares Held: 717,239,436
  • Votes Polled (Shares): 634,467,597 (88.4597% of shares held)
  • Votes in Favor: 627,702,102 (98.9337% of votes polled in this category)
  • Votes Against: 6,765,495 (1.0663% of votes polled in this category)
  • Public - Non-Institutions:
  • Shares Held: 266,212,632
  • Votes Polled (Shares): 848,239 (0.3186% of shares held)
  • Votes in Favor: 749,459 (88.3547% of votes polled in this category)
  • Votes Against: 98,780 (11.6453% of votes polled in this category)

Invalid Votes and Regulatory Constraint

A significant number of votes were treated as invalid due to regulatory constraints. In accordance with Section 12(2) of the Banking Regulation Act, 1949, and subsequent RBI directions, the voting rights of any shareholder are capped at 26% of the total voting rights of all shareholders of the Bank.

Consequently, the votes cast by Bandhan Financial Holdings Limited (Promoter) for 20,7123,937 equity shares (representing its shareholding above the 26% threshold) were deemed invalid. The promoter's shareholding was 38.86%, but its exercisable voting right was limited to 26%, equivalent to 41,885,432 shares.

Invalid Votes:

  • Promoter and Promoter Group (Shares): 207,123,937

Scrutinizer's Report Summary

The Scrutinizer confirmed the process was fair and transparent. The remote e-voting platform was provided by KFin Technologies Limited (KFintech). The e-voting facility was unblocked on June 05, 2026, at 5:24 PM IST in the presence of a witness, Mr. Rohit Soni. An advertisement for the postal ballot was published in The Financial Express (English) and Ei Samay (Bengali) on May 07, 2026.

Disclosure and Compliance

This disclosure is being made in compliance with Regulation 44 of the SEBI LODR and has been simultaneously uploaded on the Bank's website at www.bandhan.bank.in.