Bank of India has submitted its Annual Secretarial Compliance Report for the financial year ended March 31, 2026, to the stock exchanges. The report, prepared by M/s. Sawant & Associates, certifies that the bank has largely complied with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable circulars.

The audit confirmed compliance with key areas such as the maintenance of a Structured Digital Database, preservation of documents, and timely disclosures of material events. However, the report highlighted specific deviations under Regulation 17 and Regulation 18 concerning board composition and the constitution of the Audit Committee.

Compliance Observations

The Practising Company Secretary noted that the appointment of the Compliance Officer is more than one level below the Board of Directors, which deviates from Regulation 6(1). Additionally, the bank faced scrutiny regarding the composition of its Board and Audit Committee. The National Stock Exchange sought clarifications on these matters, noting that one-third of the Board was not Independent and the Audit Committee composition was not strictly in line with SEBI LODR requirements.

Management Response

The bank's management explained that its Board composition is governed by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970. The Central Government appoints Whole-time Directors and nominates Non-Executive Directors. Following the appointment of Executive Director Shri Pramod Kumar Dwibedi on November 24, 2025, the Board strength increased to 10, with only three Independent Directors, resulting in non-compliance with the one-third requirement.

Regarding the Audit Committee, the bank stated that constraints arise from RBI guidelines which restrict the Non-Executive Chairman and members of the Management Committee from serving on the committee. Consequently, the bank is currently unable to meet the requirement of having two-thirds independent members on the Audit Committee. The bank has engaged with the Department of Financial Services to fill vacancies and achieve compliance.

Previous Year Rectifications

The report also detailed actions taken to address observations from the previous year. A delay in submitting voting results in XBRL format for a shareholders' meeting resulted in a clarification being sought by exchanges. The bank acknowledged the lapse and confirmed that Standard Operating Procedures (SOPs) have been established to prevent future recurrence.

Bank of India has confirmed that its representatives participated in the virtual investor conference titled "Nakshatra III – Shining Stars Amid Global Turbulence" organized by Centrum Broking. The disclosure regarding the participation was made on 21 May 2026.

Conference Details

The bank's representatives engaged with various investors and analysts during the virtual meet. The interaction was based on publicly available documents, and the bank confirmed that no unpublished price sensitive information was shared during the discussion.

Investor Attendance

The following investors and analysts attended the virtual meeting:

The disclosure was signed by Usha Ramsinghani, Company Secretary, on 21 May 2026.