Bandhan Bank Limited has successfully completed its postal ballot process, with shareholders approving all six proposed resolutions with overwhelming majority. The voting process, conducted entirely through remote e-voting, concluded on March 01, 2026, marking a significant milestone in the bank's corporate governance initiatives.

Postal Ballot Process Overview

The postal ballot process was conducted from January 31, 2026 at 9:00 A.M. to March 01, 2026 at 5:00 P.M., exclusively through remote e-voting. CS Hansraj Jaria, Practising Company Secretary, served as the scrutinizer for the process. The bank had 783,432 shareholders on the record date of January 23, 2026.

Key Resolutions Approved

Shareholders approved six critical resolutions covering employee stock option plans and executive appointments. The first two resolutions were special resolutions requiring higher approval thresholds, while the remaining four were ordinary resolutions.

ESOP Plan Enhancements

The bank received approval for two major changes to its Employee Stock Option Plan Series 1:

• Resolution 1: Increase in aggregate number of employee stock options - approved with 99.08% votes in favor
• Resolution 2: Amendments to the existing ESOP framework - approved with 99.12% votes in favor

Executive Appointments and Remuneration

Four resolutions related to executive appointments and remuneration were approved:

Voting Participation Analysis

The voting process demonstrated strong participation across different shareholder categories, with institutional investors showing particularly high engagement.

Regulatory Compliance

The voting process adhered to Banking Regulation Act, 1949 provisions, which limit voting rights of any shareholder to 26% of total voting rights. Consequently, Bandhan Financial Holdings Limited's voting rights were capped at 26%, with excess votes of 210,558,765 shares treated as invalid votes across all resolutions.

Strong Shareholder Confidence

The overwhelming approval rates across all resolutions reflect strong shareholder confidence in the bank's strategic direction and leadership team. The high institutional investor participation rate of 90.76% particularly underscores professional investor support for the proposed initiatives. The successful completion of this postal ballot process positions Bandhan Bank to implement its enhanced ESOP framework and continue with its current executive leadership structure.

Bandhan Bank has received regulatory approval for a significant shareholding acquisition by SBI Mutual Fund. The Reserve Bank of India granted approval on February 25, 2026, allowing SBI Mutual Fund to acquire up to 9.99% of the bank's paid-up share capital or voting rights.

RBI Approval Details

The central bank's approval comes with specific terms and conditions that SBI Mutual Fund must adhere to throughout the acquisition process.

Regulatory Compliance Requirements

The RBI approval is contingent upon strict adherence to multiple regulatory frameworks. SBI Mutual Fund must ensure compliance with:

• Banking Regulation Act, 1949
• Reserve Bank of India (Commercial Banks - Acquisition and Holding of Shares or Voting Rights) Directions, 2025 dated November 28, 2025
• Foreign Exchange Management Act, 1999
• Securities and Exchange Board of India regulations
• Other applicable statutes, regulations, and guidelines

Key Conditions and Restrictions

The approval includes several important conditions that govern the acquisition process. SBI Mutual Fund must complete the major shareholding acquisition within one year, or the approval will be automatically cancelled. The entity must ensure its aggregate holding never exceeds the 9.99% threshold at any time.

Additionally, if SBI Mutual Fund's aggregate holding falls below 5% at any point, prior RBI approval will be required to increase it back to 5% or more of the paid-up share capital or voting rights.

Disclosure and Transparency

Bandhan Bank has fulfilled its disclosure obligations under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The bank has informed both BSE Limited and National Stock Exchange of India Limited about this development and simultaneously uploaded the disclosure on its official website.