The Federal Bank Limited has issued a Postal Ballot Notice dated April 29, 2026, pursuant to Regulation 30 and 44 of the SEBI Listing Regulations, seeking shareholder approval on three items of special business. The resolutions cover the re-appointment of Executive Director Mr. Harsh Dugar and the payment of variable pay – cash component to two former senior executives for FY 2024-25. Voting will be conducted exclusively through remote e-voting facilitated by the National Securities Depository Limited (NSDL), with the process commencing on Wednesday, May 06, 2026, at 09:00 a.m. IST and concluding on Thursday, June 04, 2026, at 05:00 p.m. IST. Members whose names appear in the Register of Members or Register of Beneficial Owners as of the cut-off date, Thursday, April 30, 2026, are eligible to participate.

Special Business Resolutions

The postal ballot notice outlines three resolutions requiring shareholder approval, all classified as Ordinary Resolutions. The following table summarises the items placed before members:

Re-appointment of Mr. Harsh Dugar as Executive Director

Mr. Harsh Dugar (DIN: 00832748) was first appointed as a Whole-time Director, designated as Executive Director, with effect from June 23, 2023, for a period of three years. His current term is set to expire on June 22, 2026. The Nomination, Remuneration, Ethics and Compensation Committee (NRC) reviewed his fit and proper declaration at its meeting held on December 20, 2025, and recommended his re-appointment for a further period of three years. The Board of Directors, at its meeting held on December 30, 2025, approved the re-appointment subject to RBI and shareholder approvals. The RBI subsequently granted its approval vide letter no. DoR.GOV.No.9538/08.38.001/2025-26 dated March 30, 2026, for re-appointment as Executive Director for a period of three years from June 23, 2026 to June 22, 2029.

Mr. Dugar holds a bachelor's degree with Honours in Accounting & Finance from the University of Calcutta and is a qualified Cost and Work Accountant (CWA) and Chartered Financial Analyst (ICFAI). He joined Federal Bank in October 2016 and has over 29 years of experience in corporate banking, having previously served at HDFC Bank for 20 years. He attended 22 out of 27 Board meetings during FY 2025-26 and holds 12,60,000 equity shares in Federal Bank as on March 31, 2026. He also serves on the Board of Fedbank Financial Services Limited as a director. During FY 2025-26, an aggregate amount of Rs. 2,20,81,857.00 was paid towards his remuneration.

Remuneration Package of Mr. Harsh Dugar (Effective July 01, 2025)

The current compensation package of Mr. Harsh Dugar, approved by the RBI on October 15, 2025, and by shareholders at the Extra-Ordinary General Meeting held on November 19, 2025, effective from July 01, 2025, is detailed below. This package will continue until the next pay revision due on July 01, 2026.

Note: The number of stock options will be crystallised at the Black-Scholes value equivalent to Rs. 1,75,60,195.00 as on the date prior to the grant date.

Variable Pay for Former Executives

The Board, at its meeting held on December 05, 2025, approved the payment of variable pay – cash component to two former senior executives for FY 2024-25, subject to RBI and shareholder approvals. The RBI granted its approval vide letter D.o.R.GOV.NO.9168/08.38.001/2025-26 dated March 09, 2026. The approved amounts are as follows:

Mr. Shyam Srinivasan assumed charge as Managing Director & CEO on September 23, 2010, and superannuated on September 22, 2024, after a distinguished tenure of 14 years. The RBI approval for his variable pay represents 80% of the targeted variable pay, prorated for the number of days he was in service during FY 2024-25. Ms. Shalini Warrier joined Federal Bank on November 02, 2015, as Chief Operating Officer and was elevated to Executive Director on January 15, 2020, serving until her resignation on May 24, 2025. The RBI approval for her variable pay represents 40% of the targeted variable pay, based on her performance rating for FY 2024-25 as evaluated by the NRC and the Board.

E-Voting Process and Results Declaration

The Bank has engaged NSDL to facilitate the remote e-voting process. The Postal Ballot Notice has been sent electronically to all members whose email addresses are registered with depositories — NSDL and Central Depository Services (India) Limited (CDSL) — or with the Bank's Registrar and Transfer Agent, Integrated Registry Management Services Private Limited, as on the cut-off date of Thursday, April 30, 2026. The Bank has appointed CS Puzhankara Sivakumar (Membership No. FCS 3050, COP No. 2210), Managing Partner of SEP & Associates, Practicing Company Secretaries, Kochi, as the Scrutiniser for conducting the postal ballot process. The Scrutiniser's Report, along with the voting results, will be declared not later than two working days from June 04, 2026, and will be placed on the Bank's website at www.federal.bank.in/disclosures-to-shareholders , the NSDL e-voting portal at www.evoting.nsdl.com , and communicated to the stock exchanges. The resolutions, if approved, shall be deemed to have been duly passed on Thursday, June 04, 2026.

Federal Bank announced its audited financial results for FY26 following a Board meeting held on April 29, 2026. The bank delivered solid performance with net profit reaching ₹4,117.32 crore, representing growth of 1.61% compared to ₹4,051.89 crore in the previous year. The Board recommended a final dividend of 60%, equivalent to ₹1.20 per equity share of face value ₹2 each, subject to shareholder approval at the ensuing Annual General Meeting. The bank subsequently released the transcript of its Q4FY26 earnings conference call on May 05, 2026, filed under reference SEC/LODR/47/2026-27.

Q4FY26 Quarterly Performance Highlights

The fourth quarter demonstrated remarkable operational strength with net profit surging to ₹1,259.10 crore, marking sequential growth of 20.93% from ₹1,041.21 crore in Q3FY26. Total income for Q4FY26 stood at ₹8,544.04 crore, while operating profit reached ₹2,276.41 crore. The bank achieved significant milestones with both CASA and NR deposits crossing the ₹1 lakh crore mark simultaneously. MD & CEO KVS Manian noted during the earnings call that the Q4 performance reflects strong operational execution consistent with the bank's long-term strategic priorities, describing it as a record quarter on several metrics.

*Not annualised

Executive Director & CFO Venkatraman Venkateswaran clarified during the call that the underlying net profit, excluding one-off gains, stood at ₹1,145 crore, representing nearly 10% sequential growth and described as the highest-ever quarterly net profit for the bank on that basis. He noted that NIM expanded to 3.20%, up 2 basis points sequentially, supported by a reduction in funding costs with the overall cost of funds declining 4 basis points to 5.46%. The cost-to-income ratio improved to 52.86%, down 106 basis points sequentially. ROA on an underlying basis increased to 1.24%, up 9 basis points sequentially, while ROE improved to 12.47%, an expansion of 79 basis points quarter-on-quarter.

Balance Sheet Strength and Asset Quality

The bank's balance sheet demonstrated robust growth with total business reaching ₹5,78,503.76 crore, growing 4.54% quarter-on-quarter. Total deposits increased to ₹3,13,909.39 crore with 5.41% QoQ growth, while gross advances stood at ₹2,64,594.37 crore. CASA balances reached ₹1,03,390.30 crore with the CASA ratio improving to 32.94%, showing a 271 basis points year-on-year improvement. Management noted during the call that CASA growth of nearly 21% year-on-year is among the best in the industry, with the cost of deposits declining 5 basis points quarter-on-quarter to 5.43%.

Asset quality metrics remained exemplary with Gross NPA at 1.62% and Net NPA at 0.20% as of March 31, 2026. During the call, Venkatraman noted that NNPA on an underlying basis stood at 0.37%, down 5 basis points quarter-on-quarter, marking an all-time low for the bank. The provision coverage ratio, excluding technical write-offs, increased to 76.55%, up 141 basis points sequentially, while credit cost for the quarter was maintained at 47 basis points. The Capital Adequacy Ratio under Basel III stood at 17.25%, and the Liquidity Coverage Ratio (LCR) was approximately 119%, with management indicating comfort operating in the 115%–120% range.

Management Commentary on Growth and Strategy

During the earnings call, KVS Manian addressed analyst questions on deposit and loan growth, noting that while headline deposit growth appeared below system levels, CASA and retail term deposit growth were significantly above system rates. The bank consciously reduced reliance on high-value wholesale deposits during the year. On advances, commercial banking grew nearly 6% quarter-on-quarter and 26% year-on-year, while gold loans grew 26% year-on-year and 9% quarter-on-quarter. The LAP portfolio expanded 8% quarter-on-quarter, and the CV/CE business saw a sequential uptick of 8.50%. Agriculture and microfinance grew 5% and 7.28% quarter-on-quarter, respectively.

On fee income, management highlighted that fee income for Q4FY26 reached ₹990.92 crore, growing 10.54% quarter-on-quarter and 24% year-on-year, describing it as a record best-ever performance. Key drivers identified include credit card fees, wealth management, and trade and forex fees. The bank's diversified credit portfolio comprises retail banking at 54% of customer assets, commercial banking at 35%, and corporate banking at 11%. Management also confirmed plans to open approximately 100 new branches in the coming year, having added 39 branches in Q4FY26 alone, guided by a data-driven network strategy.

Macro Environment and Risk Outlook

Venkatraman provided commentary on the macro environment, noting that headline CPI averaged approximately 3.10% for the quarter and core CPI averaged around 2.10%, reflecting continued supply-side efficiency. The RBI held the repo rate at 5.25% following 125 basis points of easing through calendar 2025. Management flagged the West Asia conflict, which escalated from February 28 onwards, as a key macro risk introducing volatility into global energy markets, with the full inflationary pass-through expected to reflect in the later part of Q1 FY27. On credit cost guidance, management maintained the existing guidance of 50 to 60 basis points, noting that uncertainties in the environment precluded a revision at this stage. The one-off floating provision of ₹456 crore was clarified as being created primarily as a buffer for the transition to the Expected Credit Loss (ECL) framework and not reflective of any deterioration in asset quality.

Regulatory Filings and Board Meeting Details

The audited financial results were approved by the Board at its meeting held on April 29, 2026, which commenced at 1:20 p.m. and concluded approval of financial results at 1:50 p.m. The earnings call transcript was made available on the bank's website and filed with exchanges on May 05, 2026. Pursuant to Regulation 33(3)(d) of SEBI Listing Regulations, the Joint Statutory Auditors—M/s. M S K A & Associates LLP and M/s. Suri & Co—issued an unmodified opinion on the audited standalone and consolidated financial results for FY26.

Pursuant to Regulation 30 and 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the bank published its audited financial results for Q4FY26 in newspapers on April 30, 2026. The results were published in "Financial Express" (English) and "Deepika" (Malayalam). The complete financial results and earnings call transcript are available on the bank's official website.