Key Dates

  • AGM Date: September 22, 2026 (Tuesday)
  • AGM Time: 11:00 AM IST
  • AGM Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Remote e-voting period: September 18, 2026 (09:00 AM) to September 21, 2026 (05:00 PM)
  • Cut-off date for e-voting eligibility: September 15, 2026
  • Record date for dividend: September 15, 2026
  • Dividend payment date: On or after September 29, 2026

Agenda Items and Resolutions

ORDINARY BUSINESS

Item 1: Adoption of Financial Statements

  • To receive, consider and adopt Audited Standalone Financial Statements for FY ended March 31, 2026
  • To receive, consider and adopt Audited Consolidated Financial Statements for FY ended March 31, 2026
  • Includes reports of Auditors and Directors thereon

Item 2: Declaration of Final Dividend

  • Final dividend of ₹5.00 per equity share of ₹10.00 each fully paid-up
  • Recommended by Board of Directors for Financial Year ended March 31, 2026

Item 3: Re-appointment of Director

  • Mr. B R Ashok (DIN: 00415934) retires by rotation and offers himself for re-appointment
  • Proposed as Non-Executive, Non-Independent Director
  • Term valid until August 26, 2027 (completion of eight-year term as per Banking Regulation Act)
  • Currently receives sitting fees: ₹83.60 lakhs paid for FY 2025-26, ₹36.60 lakhs for FY 2026-27
  • Shareholding: 1,650 shares directly held, nil beneficial ownership
  • Qualifications: FCA, Indian Institute of Insolvency Professionals member
  • Experience: Over 40 years in practice including statutory central audit of banks

Item 4: Appointment of Joint Statutory Auditor

  • Appoint M/s. Batliboi & Purohit, Chartered Accountants (Firm Registration No.: 101048W), Mumbai
  • Replaces retiring auditor M/s. Ravi Rajan & Co., LLP
  • Tenure: 3 years from conclusion of 102nd AGM until conclusion of 105th AGM
  • Fixed audit fee: ₹1.60 crore for FY 2026-27
  • Additional: Certification fee ₹30,000 per certificate, reimbursement of out-of-pocket expenses, applicable GST
  • M/s. R.G.N. Price & Co. continues as other Joint Statutory Auditor until conclusion of 103rd AGM
  • RBI approval received vide letter dated August 11, 2026

SPECIAL BUSINESS

Item 5: Appointment of Executive Director

  • Mrs. Biji Sreekrishnavilas Sankaranarayanan (DIN: 11534526) appointed as Executive Director
  • Term: 3 years from July 15, 2026 to July 14, 2029
  • RBI approval received vide letter DoR.GOV. No.1292/08.40.001/2026-27 dated May 13, 2026
  • Identified as Material Risk Taker per RBI guidelines

Remuneration Details for Executive Director:

  • Fixed Pay (annual): ₹1,25,00,806
  • Basic Salary: ₹80,05,000 p.a. (₹6,67,083 p.m.)
  • Dearness Allowance: ₹16,01,000 p.a. (20% of Basic)
  • Retiral Benefits: PF @12% of Basic (₹9,60,600 p.a.), Gratuity (₹3,84,856 p.a.)
  • HRA: 15% of Basic Pay (₹12,00,750 p.a.)
  • Other allowances: Entertainment (₹1,74,000 p.a.), Medical (₹60,000 p.a. reimbursement)
  • Perquisites: Telephone (₹72,000 p.a.), Insurance (₹3,000 p.a. premium)
  • Variable Pay (annual): Up to ₹1,25,00,000 (100% of Fixed Pay)
  • Cash component: Up to ₹62,50,000 (50% upfront, 50% deferred over 3 years)
  • Non-cash component (ESOP): Up to ₹62,50,000 (100% deferred, vesting 30:30:40)
  • If ESOPs cannot be granted due to regulatory restrictions, will be paid in cash
  • Total Compensation: Up to ₹2,50,00,806 per annum

Item 6: Appointment of Independent Director

  • Dr. M Aruna Shyam (DIN: 11789970) as Non-Executive, Independent Director
  • Term: 4 years from July 18, 2026 to July 17, 2030
  • Qualifications: BA. LLB, LL.M. in Business Law, Ph.D in Law (Constitution & Criminal Law)
  • Experience: Senior Advocate designated by Karnataka High Court (December 14, 2021), former Additional Advocate General for Karnataka
  • Remuneration: Sitting fees for Board/Committee meetings
  • Shareholding: Nil directly or beneficially

Item 7: Appointment of Independent Director

  • Mr. Parthasarathi Periaswamy (DIN: 08507318) as Non-Executive, Independent Director
  • Term: 4 years from July 29, 2026 to July 28, 2030
  • Qualifications: M.Sc (Statistics), MBA (Information Systems)
  • Experience: Former Chief Information Security Officer and Chief General Manager (IT) of RBI
  • Remuneration: Sitting fees for Board/Committee meetings
  • Shareholding: Nil directly or beneficially

Dividend Taxation Details

Resident Shareholders

  • TDS not deducted if total dividend ≤ ₹10,000 for resident individuals
  • With PAN: 10% TDS, without PAN: 20% TDS
  • Form 121 required for nil withholding for eligible resident individuals

Non-Resident Shareholders

  • Default rate: 20% plus applicable surcharge and cess
  • Can avail DTAA benefits with supporting documents including Tax Residency Certificate
  • Must electronically furnish Form 41 (formerly Form 10F) to income tax portal

Documentation Deadline

  • All tax exemption documents must be uploaded to RTA website by September 17, 2026, 11:59 PM IST

Voting Procedures

Remote e-Voting

  • Facilitated by CDSL through depository participants
  • Individual demat holders can vote through CDSL/NSDL platforms
  • Physical shareholders and non-individual shareholders vote through www.evotingindia.com

AGM Attendance

  • Members can join AGM through VC/OAVM 15 minutes before scheduled time
  • Facility available for 1,000 members on first-come-first-serve basis
  • Large shareholders (2%+), institutional investors, directors, KMPs have unrestricted access

Additional Information

  • Scrutinizer: CS. Lekha Ashok of M/s. SVJS & Associates
  • Voting results will be announced on or before September 24, 2026
  • All AGM documents available on bank's website and stock exchange websites
  • Physical attendance dispensed with, no proxy facility available
  • Dividend payment will be made only through electronic mode, physical warrants discontinued