Bank of India has announced that its 30th Annual General Meeting (AGM) will be held on Monday, June 15, 2026, at 11:00 AM. The meeting will be conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The Head Office of the Bank in Mumbai will be deemed as the venue for the meeting.

The Board of Directors has recommended a dividend of ₹4.65 (46.50%) per equity share of ₹10 each fully paid up for the financial year ended March 31, 2026. The dividend, subject to tax deduction at source, will be paid to shareholders whose names appear as Beneficial Owners or in the Register of Shareholders as of the record date.

Key Meeting Details

Agenda for the Meeting

The ordinary business to be transacted at the AGM includes the adoption of the audited financial statements for the year ended March 31, 2026, and the declaration of the recommended dividend. Additionally, the shareholders will consider the appointment of Shri Pramod Kumar Dwibedi as Executive Director of the Bank. His appointment is effective from the date of assumption of charge until June 30, 2028, or until further orders.

E-Voting and Participation

Shareholders can cast their votes remotely from June 12 to June 14, 2026. E-voting rights will be reckoned based on equity shares held as of the cut-off date, June 8, 2026. Members attending the AGM via VC/OAVM who have not voted remotely may also vote during the meeting. The Bank has appointed NSDL to facilitate the e-voting and video conferencing services.

Institutional shareholders must submit a board resolution or authorization letter to the Scrutinizer via email to participate. Physical attendance has been dispensed with, and the facility for appointing proxies is not available for this meeting.

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.