Meeting Details

  • Type of Meeting: Postal Ballot (Remote e-Voting only)
  • Cut-off Date: Friday, October 30, 2026
  • Voting Commencement: Wednesday, November 4, 2026 at 09:00 AM IST
  • Voting Conclusion: Thursday, December 3, 2026 at 05:00 PM IST
  • Results Declaration: On or before Saturday, December 5, 2026 at 05:00 PM IST
  • Location: Results will be declared at the Registered Office in Thrissur

Proposed Resolutions and Implications

Item 1: Appointment of Mr. Anish Thurthi (DIN: 08713000)

  • Resolution Type: Ordinary Resolution
  • Position: Director (Non-Executive Non-Independent category)
  • Background: Appointed as Additional Director effective September 25, 2026, nominated by FIH Mauritius Investments Ltd per Investment Agreement
  • Qualifications: Chartered Accountant with 20+ years experience in investment management and M&A
  • Expertise: Accountancy, Economics, Finance, Risk Management and Law

Item 2: Revision in Fixed Pay for Mr. Pralay Mondal (MD & CEO)

  • Resolution Type: Ordinary Resolution
  • Effective Date: April 1, 2026
  • Current Fixed Pay: ₹2,79,40,000 per annum
  • Revised Fixed Pay: ₹3,07,00,000 per annum
  • RBI Approval: Received vide letter dated August 19, 2026
  • Breakdown: Basic Salary (₹1,53,50,000), HRA (₹92,10,000), Conveyance Allowance (₹34,72,773), Provident Fund/NPS (₹15,35,000), Gratuity (₹7,37,981), and other allowances and perquisites

Item 3: Variable Pay for Mr. Pralay Mondal (FY 2026-27)

  • Resolution Type: Ordinary Resolution
  • Components: Cash and share-linked instruments (stock options)
  • Range: 100% to 300% of fixed pay (₹3,07,00,000 to ₹9,21,00,000)
  • Determination: Based on balanced scorecard framework with quantitative and qualitative metrics
  • Conditions: Subject to RBI approval, malus/clawback arrangements for deferred portions
  • Valuation: Black-Scholes model for stock options at market price on grant date

Item 4: Revision in Fixed Pay for Mr. B K Divakara (Executive Director)

  • Resolution Type: Ordinary Resolution
  • Effective Date: April 1, 2026
  • Current Fixed Pay: ₹88,00,000 per annum
  • Revised Fixed Pay: ₹97,00,000 per annum
  • RBI Approval: Received vide letter dated August 19, 2026
  • Breakdown: Basic Salary (₹48,50,000), HRA (₹29,10,000), Conveyance Allowance (₹9,06,783), Provident Fund/NPS (₹4,85,000), Gratuity (₹2,33,173), and other allowances and perquisites

Item 5: Variable Pay for Mr. B K Divakara (FY 2026-27)

  • Resolution Type: Ordinary Resolution
  • Components: Cash and share-linked instruments (stock options)
  • Range: 100% to 125% of fixed pay (₹97,00,000 to ₹1,21,25,000)
  • Determination: Based on balanced scorecard framework with quantitative and qualitative metrics
  • Conditions: Subject to RBI approval, malus/clawback arrangements for deferred portions
  • Valuation: Black-Scholes model for stock options at market price on grant date

Voting Process and Methods

  • Voting Method: Remote e-Voting only (no physical polling)
  • Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. P.D. Vincent, Practicing Company Secretary, SVJS & Associates, Kochi
  • Eligibility: Members registered as of October 30, 2026 cut-off date
  • Process: Members can vote through NSDL website (www.evoting.nsdl.com) or through their demat accounts with NSDL/CDSL

Compliance with Laws and Regulations

The postal ballot process complies with:

  • Section 110 of the Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • SEBI Listing Regulations (Regulation 44)
  • MCA Circulars (including General Circular Nos. 14/2020, 17/2020, 20/2020, and 03/2025)
  • RBI (Commercial Banks - Governance) Direction, 2025
  • Banking Regulation Act, 1949 provisions

Additional Information

  • The postal ballot notice is being sent only electronically to members with registered email addresses
  • Physical copies are not being sent as per MCA circulars
  • Documents are available for inspection at the Registered Office during working hours
  • Results will be displayed on bank website (https://www.csb.bank.in/investor-relations), NSDL website, and communicated to BSE and NSE
  • The resolution shall be deemed passed on December 3, 2026 (last date of voting)