Bandhan Financial Holdings Limited, the promoter and Non-Operative Financial Holding Company (NOFHC) of Bandhan Bank Limited, has filed a disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reporting the sale of approximately 2.06% of the bank's total paid-up equity share capital. The disclosure, signed by Managing Director Karni Singh Arha, was dated May 13, 2026.

Shareholding Change at a Glance

The transaction involved the disposal of excess shareholding amounting to 3,31,07,015 equity shares of ₹10 each, fully paid-up, in Bandhan Bank. As a result of this sale, the promoter's stake in the bank has been reduced from 40.00% to approximately 37.93%. The following table summarises the key shareholding details before and after the transaction:

Open Market Transactions Across Multiple Trade Dates

The total disposal of 3,31,07,015 shares was executed in tranches across multiple trade dates, spanning from September 2025 to May 2026. The complete trade-wise breakup, as provided in Annexure-1 of the disclosure, is presented below:

Regulatory Disclosure Context

The disclosure was made pursuant to Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which mandates promoters and persons acting in concert to report changes in shareholding exceeding the prescribed threshold. Bandhan Financial Holdings Limited confirmed that no shares were encumbered, pledged, or subject to any non-disposal undertaking in connection with this transaction. The total diluted share capital of Bandhan Bank after the transaction stands at 1,61,02,89,642 equity shares of ₹10 each.

Bandhan Bank has issued a postal ballot notice dated April 28, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking shareholder approval for the appointment of Mr. Debashish Mukherjee (DIN: 08193978) as an Independent Director. The notice was filed by Company Secretary Indranil Banerjee on May 06, 2026, and simultaneously uploaded on the Bank's website. The cut-off date for determining eligible members entitled to vote is Friday, May 01, 2026, and voting is to be conducted exclusively through remote e-voting facilitated by KFin Technologies Limited ('KFintech').

Postal Ballot Details

The resolution being put to shareholders is a Special Resolution for the appointment of Mr. Debashish Mukherjee as an Independent Director of the Bank. The key parameters of the postal ballot process are summarised below:

The Postal Ballot Notice is available on the Bank's website at https://www.bandhan.bank.in/postal-ballot . Results, along with the Scrutinizer's Report, will be placed on the Bank's website and KFintech's website, and communicated simultaneously to BSE Limited and National Stock Exchange of India Limited.

Board Approval and Regulatory Background

The Board of Directors of the Bank, at its meeting held on February 12, 2026, pursuant to the recommendation of the Nomination and Remuneration Committee ('NRC'), approved the appointment of Mr. Debashish Mukherjee as an Additional Director (Independent) and as an Independent Director for a term of three consecutive years, not liable to retire by rotation. The appointments were subject to approval of the Ministry of Finance, as the proposed appointment fell within the cooling-off period of one year from his retirement from Canara Bank. Upon receipt of the Ministry of Finance approval on March 25, 2026, his appointments on the Board became effective from that date.

Pursuant to Section 161 of the Companies Act, 2013 and Regulation 17(1C) of the SEBI LODR, Mr. Mukherjee can hold office as an Additional Director up to the date of the ensuing Annual General Meeting or up to three months from the date of his appointment, whichever is earlier. The NRC has assessed and determined that Mr. Mukherjee is a fit and proper person to be appointed as a Director, as per norms prescribed by the Reserve Bank of India, and that he fulfils all conditions specified in the Companies Act, the SEBI LODR, and applicable RBI guidelines. The Board has confirmed that Mr. Mukherjee is not debarred from holding the office of a director by virtue of any order by SEBI or any other authority.

Profile of Mr. Debashish Mukherjee

Mr. Debashish Mukherjee brings over three decades of banking experience across three major public sector banks. He is an MBA (Finance) from IISWBM, Kolkata (under University of Calcutta) and is CAIIB qualified. He began his banking career with Punjab National Bank as a Financial Analyst in scale II in 1994, subsequently joined United Bank of India as an Assistant General Manager (Credit) in 2006, and took charge as Executive Director of Canara Bank on February 19, 2018, superannuating on May 31, 2025.

The key details of his profile, as required under Regulation 36(3) of the SEBI LODR, are as follows:

As Executive Director of Canara Bank, Mr. Mukherjee oversaw functions spanning Human Resources, Risk Management, Overseas Banking, Treasury, and Associates & Subsidiaries. He served as Nominee Director on the boards of Can Fin Homes Ltd., Canara Robeco Asset Management Company, and Canara HSBC Life Insurance Company, and was Chairman of the board of Canara Bank Securities Ltd. His appointment is in compliance with Section 10A of the Banking Regulation Act, 1949, on account of his requisite experience and expertise as required under Section 10A(2) of the BR Act.

Remuneration and Terms of Appointment

Mr. Mukherjee will be eligible for sitting fees and reimbursement of expenses for attending Board and Committee meetings, as applicable, and fixed remuneration as may be approved by the Board and Members from time to time, in terms of Chapter III(H) of the RBI (Commercial Banks – Governance) Directions, 2025 dated November 28, 2025, from the date of his appointment till the end of his tenure, on a proportionate basis. He is appointed as an Independent Director, not liable to retire by rotation, for a period of three years effective March 25, 2026. Save and except Mr. Debashish Mukherjee and his relatives, none of the other Directors or Key Managerial Personnel of the Bank or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution pertaining to his appointment.

Source: None/Company/INE545U01014/5abb1e79ad674c35.pdf