Indian Overseas Bank has submitted its Annual Secretarial Compliance Report for the financial year ended March 31, 2026, to the stock exchanges. The report, certified by M/s Srinidhi Sridharan & Associates, outlines the bank's compliance status with the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements Regulations, 2015. While the bank has largely adhered to regulatory provisions, the report identifies specific deviations regarding board composition and filing procedures.

Board Composition Deviations

The audit revealed that Indian Overseas Bank did not have a woman independent director on its board during the entire financial year from April 1, 2025, to March 31, 2026. The bank stated that it is regularly taking up the matter with the Government of India for the necessary appointment.

Furthermore, the report noted that the board was not properly constituted for the period between April 1, 2025, and April 10, 2025, due to the absence of the required number of independent directors. This gap was addressed on April 11, 2025, with the re-appointment of three part-time non-official directors by the Department of Financial Services, Government of India.

Committee Compliance and Filings

The absence of independent directors also impacted the constitution of key committees. The Audit Committee and the Risk Management Committee were not properly constituted from April 1, 2025, to April 21, 2025. During this interim period, the Board of Directors exercised the powers of these committees in accordance with the Nationalised Banks (Management and Miscellaneous Provisions) Scheme, 1970.

Regarding procedural filings, the bank reported that it did not file the XBRL Prior Intimation of Board Meeting under Regulation 50 for the meeting held on January 14, 2026. Management clarified that prior intimation was submitted under Regulation 29(1) in the common XBRL format on January 8, 2026, and committed to using the newly introduced XBRL utility for future filings.

Compliance Status Summary

The report affirmed compliance with various other regulatory provisions, including the maintenance of a functional website, performance evaluation of the board, and disclosures of events or information. The bank confirmed that no actions were taken against it, its promoters, or directors by SEBI or the stock exchanges during the year.

Indian Overseas Bank has informed the stock exchanges of an upcoming Board of Directors meeting scheduled for Thursday, 21st May 2026, at Chennai. The intimation was issued on 18th May 2026 under reference number IRC/44/2026-27, in compliance with Regulations 29(1) & 50(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto.

Board Meeting Agenda

The board meeting has been convened to deliberate on two significant agenda items pertaining to the bank's financial structure and future capital strategy. The following matters are scheduled for consideration:

Regulatory Compliance

The intimation has been filed with both BSE Limited and the National Stock Exchange of India Ltd., as required under the applicable SEBI listing regulations. The disclosure was signed by Raghuram Mallela, Deputy General Manager, Company Secretary & Compliance Officer of the bank, on 18th May 2026.

Key Highlights

• The board will consider the Capital Plan for FY 2026-27, which relates to the bank's capital-raising and allocation strategy for the upcoming fiscal year.
• The board will also deliberate on the Appropriation of Accumulated losses from Share Premium, a significant balance sheet management measure.
• The meeting has been convened in accordance with SEBI (LODR) Regulations, 2015, ensuring full regulatory compliance.