Meeting Details

  • Date of Meeting: Friday, September 2, 2026
  • Time: 11:30 a.m. IST
  • Type of Meeting: 83rd Annual General Meeting (AGM)
  • Mode: Conducted through Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Deemed Venue: 1st Lane, Shahupuri, Kolhapur - 416 001
  • Cut-off Date for Voting Eligibility: Wednesday, August 26, 2026
  • Total Shareholders on Record: 340,786 shareholders, representing 1,550,939,406 equity shares.

Summary of Proposed Resolutions and Implications

The AGM considered and voted on 12 resolutions, all of which were passed. The resolutions covered:

1. Adoption of audited standalone financial statements for FY ended March 31, 2026, with reports of the Board and Auditors.

2. Adoption of audited consolidated financial statements for FY ended March 31, 2026, and the Auditors' report.

3. Declaration of a dividend of Rs. 1 per equity share (face value Rs. 10) for FY26.

4. Re-appointment of Mr. Jaideep Iyer (DIN: 06384037) as a director retiring by rotation.

5. Appointment of Mr. Suryanarayan Subramanian (DIN: 11746038) as a Non-Executive Independent Director (Special Resolution).

6. Appointment of Mr. Shayne Keith Nelson (DIN: 02191937) as a Non-Executive Non-Independent Director (Nominee of Emirates NBD Bank P.J.S.C).

7. Appointment of Mr. Patrick John Sullivan (DIN: 11710803) as a Non-Executive Non-Independent Director (Nominee of Emirates NBD Bank P.J.S.C).

8. Appointment of Mr. Neeraj Makin (DIN: 11699792) as a Non-Executive Non-Independent Director (Nominee of Emirates NBD Bank P.J.S.C).

9. Appointment of Mr. Manoj Chawla (DIN: 11716190) as a Non-Executive Non-Independent Director (Nominee of Emirates NBD Bank P.J.S.C).

10. Appointment of Mr. Marwan Mahmood Mohammad Hadi (DIN: 11711479) as a Non-Executive Non-Independent Director (Nominee of Emirates NBD Bank P.J.S.C).

11. Approval for an increase in the Bank's borrowing powers (Special Resolution).

12. Approval for borrowing/raising funds up to Rs. 10,000 crore through private placement of debt securities (Special Resolution).

The implications include the formal approval of the bank's annual accounts, distribution of profits to shareholders, and significant changes to the board composition with five new appointments representing the major shareholder, Emirates NBD. The borrowing resolutions provide the bank with enhanced financial flexibility.

Voting Process and Methods

  • Remote E-Voting: The remote e-voting platform, managed by Central Depository Services Limited (CDSL), was open from 10:00 a.m. IST on Friday, August 28, 2026, until 5:00 p.m. IST on Tuesday, September 1, 2026.
  • E-Voting at AGM: Electronic voting was also available for shareholders during the AGM held via VC/OAVM on September 2, 2026.
  • Scrutinizer: S. N. Ananthasubramanian & Co. (ICSI Unique Code: P1991MH040400) was appointed as the Scrutinizer for both the remote e-voting and the e-voting process at the AGM. Mr. S. N. Viswanathan, Managing Partner, signed the report.
  • Voting Rights Note: The report notes that pursuant to the Banking Regulation (Amendment) Act, 2020, and the Banking Regulation (Amendment) Act, 2020 (Voting Rights) Directions, 2025, Emirates NBD Bank P.J.S.C.'s voting rights were restricted to 26% of the total, equating to 403,244,245 votes, despite holding 59.91% of the paid-up share capital.

Key Voting Outcomes

Overall Participation

  • Total Votes Cast: 769,586,079 votes across all resolutions, representing 49.6206% of the total outstanding shares.
  • Shareholder Attendance: 1 promoter and 140 public shareholders attended the meeting via VC/OAVM.

Resolution-Wise Results

Resolution 1 (Ordinary - Adoption of Standalone Financials):

  • Total Votes Polled: 769,452,192 (49.6120% of outstanding shares)
  • Votes in Favour: 769,448,482 (99.9995% of votes polled)
  • Votes Against: 3,710 (0.0005% of votes polled)

Resolution 2 (Ordinary - Adoption of Consolidated Financials):

  • Total Votes Polled: 769,452,192 (49.6120% of outstanding shares)
  • Votes in Favour: 769,448,083 (99.9995% of votes polled)
  • Votes Against: 4,109 (0.0005% of votes polled)

Resolution 3 (Ordinary - Dividend of Rs. 1 per share):

  • Total Votes Polled: 769,586,079 (49.6206% of outstanding shares)
  • Votes in Favour: 769,584,273 (99.9998% of votes polled)
  • Votes Against: 1,806 (0.0002% of votes polled)

Resolution 4 (Ordinary - Re-appointment of Mr. Jaideep Iyer):

  • Total Votes Polled: 769,586,079 (49.6206% of outstanding shares)
  • Votes in Favour: 768,718,627 (99.8873% of votes polled)
  • Votes Against: 867,452 (0.1127% of votes polled)

Resolution 5 (Special - Appointment of Mr. Suryanarayan Subramanian):

  • Total Votes Polled: 769,586,079 (49.6206% of outstanding shares)
  • Votes in Favour: 741,259,912 (96.3193% of votes polled)
  • Votes Against: 28,326,167 (3.6807% of votes polled)

Resolution 6 (Ordinary - Appointment of Mr. Shayne Keith Nelson):

  • Total Votes Polled: 769,586,079 (49.6206% of outstanding shares)
  • Votes in Favour: 762,555,270 (99.0864% of votes polled)
  • Votes Against: 7,030,809 (0.9136% of votes polled)

Resolution 7 (Ordinary - Appointment of Mr. Patrick John Sullivan):

  • Total Votes Polled: 769,586,079 (49.6206% of outstanding shares)
  • Votes in Favour: 755,596,359 (98.1822% of votes polled)
  • Votes Against: 13,989,720 (1.8178% of votes polled)

Resolution 8 (Ordinary - Appointment of Mr. Neeraj Makin):

  • Total Votes Polled: 769,586,079 (49.6206% of outstanding shares)
  • Votes in Favour: 762,905,505 (99.1319% of votes polled)
  • Votes Against: 6,680,574 (0.8681% of votes polled)

Resolution 9 (Ordinary - Appointment of Mr. Manoj Chawla):

  • Total Votes Polled: 769,586,079 (49.6206% of outstanding shares)
  • Votes in Favour: 755,596,509 (98.1822% of votes polled)
  • Votes Against: 13,989,570 (1.8178% of votes polled)

Resolution 10 (Ordinary - Appointment of Mr. Marwan Hadi):

  • Total Votes Polled: 769,586,079 (49.6206% of outstanding shares)
  • Votes in Favour: 762,924,294 (99.1344% of votes polled)
  • Votes Against: 6,661,785 (0.8656% of votes polled)

Resolution 11 (Special - Increase in Borrowing Powers):

  • Total Votes Polled: 769,586,079 (49.6206% of outstanding shares)
  • Votes in Favour: 769,579,245 (99.9991% of votes polled)
  • Votes Against: 6,834 (0.0009% of votes polled)

Resolution 12 (Special - Borrowing up to Rs. 10,000 crore):

  • Total Votes Polled: 769,585,755 (49.6206% of outstanding shares)
  • Votes in Favour: 769,578,981 (99.9991% of votes polled)
  • Votes Against: 6,774 (0.0009% of votes polled)

Participation by Shareholder Category

A detailed breakdown by promoter, public institution, and public non-institution categories is provided for each resolution in the source tables, including votes cast via e-voting and at the AGM.

Scrutinizer's Role, Findings, and Conclusions

  • Role: The Scrutinizer was responsible for ensuring a fair and transparent voting process and submitting a report based on the results from the electronic voting system.
  • Process: The Scrutinizer had access to details of shareholders who voted remotely before the AGM to prevent double voting. After the AGM, the results from both remote and meeting voting were unblocked, combined, and scrutinized.
  • Findings: All votes cast were found to be valid. The Scrutinizer accounted for the voting rights restriction applied to Emirates NBD Bank P.J.S.C.
  • Conclusion: The Scrutinizer confirmed that all 12 resolutions (9 Ordinary, 3 Special) were passed with the requisite majority.

Compliance Confirmation

The disclosure confirms compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Relevant circulars issued by the Ministry of Corporate Affairs (MCA) for holding meetings through VC/OAVM.

The notice of the AGM was dispatched via email and published in the Financial Express (English) and Punyanagari (Marathi) newspapers.