The Federal Bank CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 19 Nov 2025, 38 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Issuance of Warrants to Asia II Topco XIII Pte. Ltd., exercisable into equity shares by way of preferential issue on a private placement basis and matters related therewith.

  37 for0 against

  1 abstained

• To approve special rights granted to Asia II Topco XIII Pte. Ltd. in accordance with Regulation 31B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.MoreLess

  36 for0 against

  1 abstained

• Revision in the remuneration payable to Mr. Krishnan Venkat Subramanian (DIN:00031794), Managing Director & CEO of the Bank, with effect from July 01, 2025.

  ›Against Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Invesco Mutual FundKVS Manian is serving as the MD and CEO of The Federal Bank since September 2024. KVS Manian’s fixed pay for FY26 is proposed at Rs. 41.3 mn untill the next revision in remuneration. The fix remuneration was approved by the RBI in October 2025. As per RBI guidelines, his variable pay can range between 1x and 3x of fixed pay taking total remuneration to a range from Rs. 82.6 mn to Rs. 165.2 mn, subject to RBI approval. Although the bank has not disclosed the quantum of stock options that shall be granted we recognize the RBI cap on variable pay includes both cash and non-cash components for variable pay. While the range is high, we draw comfort from the fact that the remuneration is subject to RBI approval, and the bank will seek approval from shareholders for variable pay for FY26. The proposed remuneration is comparable to industry peers, and commensurate with the size and performance of the bank and complexities of his role. However, we note that his remuneration terms include a provision wherein on completing three years of service with the bank, he is eligible for a lifetime reimbursement of insurance premium for himself and his wife and if no Medical Insurance plan is available, the entire medical expense for self and wife would be reimbursed by the Bank. We do not support such perpetual terms in the remuneration structure. Hence, we do not support the resolution
  • Jio BlackRock Mutual FundKVS Manian is serving as the MD and CEO of The Federal Bank since September 2024. KVS Manian’s fixed pay for FY26 is proposed at Rs 41.3 mn untill the next revision in remuneration. The fix remuneration was approved by the RBI in October 2025. As per RBI guidelines, his variable pay can range between 1x and 3x of fixed pay taking total remuneration to a range from Rs. 82.6 mn to Rs. 165.2 mn, subject to RBI approval. Although the bank has not disclosed the quantum of stock options that shall be granted, we recognize the RBI cap on variable pay includes both cash and non-cash components for variable pay. While the range is high, we draw comfort from the fact that the remuneration is subject to RBI approval, and the bank will seek approval from shareholders for variable pay for FY26. The proposed remuneration is comparable to industry peers, and commensurate with the size and performance of the bank and complexities of his role. However, we note that his remuneration terms include a provision wherein on completing three years of service with the bank, he is eligible for a lifetime reimbursement of insurance premium for himself and his wife and if no Medical Insurance plan is available, the entire medical expense for self and wife would be reimbursed by the Bank. We do not support such perpetual terms in the remuneration structure. Hence, we do not support the resolution.
  • Mirae Asset Mutual FundInline with advisory recommendation, we do not support the resolution regarding perpetual terms in the remuneration structure

  33 for3 against

  1 abstained

• Revision in the remuneration payable to Mr. Harsh Dugar (DIN: 00832748), Executive Director of the Bank, with effect from July 01, 2025

  ›Against Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Invesco Mutual FundHarsh Dugar is serving as Executive Director since June 2023. Harsh Dugar’s fixed pay for FY26 is proposed at Rs. 20.0 mn until the next revision in remuneration. The fix remuneration was approved by the RBI in October 2025. As per RBI guidelines, his variable pay can range between 1x and 3x of fixed pay taking total remuneration to a range from Rs. 40.0 mn to Rs. 80.0 mn, subject to RBI approval. Although the bank has not disclosed the quantum of stock options that shall be granted, we recognize the RBI cap on variable pay includes both cash and non-cash components for variable pay. While the range is high, we draw comfort from the fact that the remuneration is subject to RBI approval, and the bank will seek approval from shareholders for variable pay for FY26. The proposed remuneration is comparable to industry peers, and commensurate with the size and performance of the bank and complexities of his role. However, we note that his remuneration terms include a provision wherein on completing three years of service with the bank, he is eligible for a lifetime reimbursement of insurance premium for himself and his wife or a capped medical cover for self and wife for life. While this policy seems applicable for all whole time directors, we do not support such perpetual terms in the remuneration structure. Hence we do not support the resolution
  • Jio BlackRock Mutual FundHarsh Dugar is serving as Executive Director since June 2023. Harsh Dugar’s fixed pay for FY26 is proposed at Rs 20.0 mn until the next revision in remuneration. The fix remuneration was approved by the RBI in October 2025. As per RBI guidelines, his variable pay can range between 1x and 3x of fixed pay taking total remuneration to a range from Rs. 40.0 mn to Rs. 80.0 mn, subject to RBI approval. Although the bank has not disclosed the quantum of stock options that shall be granted, we recognize the RBI cap on variable pay includes both cash and non-cash components for variable pay. While the range is high, we draw comfort from the fact that the remuneration is subject to RBI approval, and the bank will seek approval from shareholders for variable pay for FY26. The proposed remuneration is comparable to industry peers, and commensurate with the size and performance of the bank and complexities of his role. However, we note that his remuneration terms include a provision wherein on completing three years of service with the bank, he is eligible for a lifetime reimbursement of insurance premium for himself and his wife or a capped medical cover for self and wife for life. While this policy seems applicable for all whole time directors, we do not support such perpetual terms in the remuneration structure. Hence we do not support the resolution.
  • Mirae Asset Mutual FundInline with advisory recommendation, we do not support the resolution regarding perpetual terms in the remuneration structure

  33 for3 against

  1 abstained

• Payment of Variable Pay – Cash Component and grant of Stock Options to Mr. Krishnan Venkat Subramanian (DIN: 00031794), Managing Director & CEO of the Bank.

  36 for0 against

  1 abstained

• Payment of Variable Pay – Cash Component and grant of Stock Options to Mr. Harsh Dugar (DIN: 00832748), Executive Director of the Bank.

  37 for0 against

  1 abstained

Mutual fund votes, meeting of 29 Aug 2025, 37 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Adoption of Audited Financial Statements for the financial year ended March 31, 2025

  35 for0 against

  1 abstained

• Approval of Final Dividend for FY 2024-25

  34 for0 against

  1 abstained

• To appoint a director in place of Mr. Harsh Dugar (DIN: 00832748), Executive Director of the Bank, who retires by rotation, and being eligible offered himself for re‐appointment.

  36 for0 against

  1 abstained

• Appointment of Mr. Venkatraman Venkateswaran (DIN: 09227554) as an Executive Director (Key Managerial Personnel - KMP) of the Bank and payment of remuneration

  35 for0 against

  1 abstained

• Appointment of M/s. SEP & Associates, Practising Company Secretaries, Kochi as the Secretarial Auditors of the Bank

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. Transparency concern: Remuneration of outgoing auditor not disclosed, thus, material change, if any, with proposed audit fee cannot be ascertained.
  • PPFAS Mutual FundAudit fees paid to previous auditors not disclosed to determine the material change in Auditors remuneration

  30 for5 against

  1 abstained

• Re-appointment of Ms. Varsha Purandare (DIN: 05288076) as an Independent Director of the Bank for second term

  36 for0 against

  1 abstained

• Raising of funds through issuance of Bonds

  35 for0 against

  1 abstained

• Raising of Tier-1 Capital of the Bank through Issuance of Securities

  35 for0 against

  1 abstained

• To approve adoption of The Federal Bank Limited Employee Stock Option Scheme 2025

  36 for0 against

  1 abstained

• To approve adoption of The Federal Bank Limited Employee Stock Incentive Scheme 2025

  ›Against Bank of India Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual FundUnder this scheme upto 14.3 mn stock options shall be granted. The stock options granted shall vest on the achievement of the Bank’s performance on the parameters such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Net Interest Margin (NIM), Net Non-Performing Assets (NNPAs), Return on Equity, Return on Asset, CASA ratio and the performance under the said parameters will be further consolidated and evaluated on weighted average basis as per the criteria prescribed by the NRC in its sole discretion. Vesting is also based on Individual Performance - on the annual performance ratings of the individual employees. The NRC may also determine other parameters at their discretion. While the Bank has provided the vesting criteria, However, the company has not disclosed indicative weightages for each criterion and their respective targets. We believe the company should disclose the targets in the meeting notice or in cases where the company chooses not to disclose the indicative weightages and targets in the resolution, it must clarify that in subsequent annual reports, it will disclose the targets that were expected to be achieved for each of the performance measures and the performance that was achieved, for vesting to take place. We do not support the resolution.
  • Invesco Mutual FundUnder this scheme upto 14.3 mn stock options shall be granted. The stock options granted shall vest on the achievement of the Bank’s performance on the parameters such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Net Interest Margin (NIM), Net Non-Performing Assets (NNPAs), Return on Equity, Return on Asset, CASA ratio and the performance under the said parameters will be further consolidated and evaluated on weighted average basis as per the criteria prescribed by the NRC in its sole discretion. Vesting is also based on Individual Performance - on the annual performance ratings of the individual employees. The NRC may also determine other parameters at their discretion. While the Bank has provided the vesting criteria, However, the company has not disclosed indicative weightages for each criterion and their respective targets. We believe the company should disclose the targets in the meeting notice or in cases where the company chooses not to disclose the indicative weightages and targets in the resolution, it must clarify that in subsequent annual reports, it will disclose the targets that were expected to be achieved for each of the performance measures and the performance that was achieved, for vesting to take place. We do not support the resolution
  • Sundaram Mutual FundUnder this scheme upto 14.3 mn stock options shall be granted. The stock options granted shall vest on the achievement of the Bank’s performance on the parameters such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Net Interest Margin (NIM), Net Non‐Performing Assets (NNPAs), Return on Equity, Return on Asset, CASA ratio and the performance under the said parameters will be further consolidated and evaluated on weighted average basis as per the criteria prescribed by the NRC in its sole discretion. Vesting is also based on Individual Performance - on the annual performance ratings of the individual employees. The NRC may also determine other parameters at their discretion. While the Bank has provided the vesting criteria, However, the company has not disclosed indicative weightages for each criterion and their respective targets. We believe the company should disclose the targets in the meeting notice or in cases where the company chooses not to disclose the indicative weightages and targets in the resolution, it must clarify that in subsequent annual reports, it will disclose the targets that were expected to be achieved for each of the performance measures and the performance that was achieved, for vesting to take place. We do not support the resolution.

  28 for3 against

  1 abstained

Mutual fund votes, meeting of 30 Nov 2024, 32 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Re-appointment of Mr. Sudarshan Sen (DIN:03570051) as an Independent Director of the Bank.

  ›Against Bajaj Finserv Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual FundRe-appointment compliant with law. Governance Concern: Sudarshan Sen is an Independent Director at PNB Housing Finance Ltd. SEBI had raised concerns on the Director, along with other members of PNB Housing Finance Ltd. who were involved in the proposal of preferential issue to the Carlyle group and other entities in June, 2021. We are unable to determine the credibility of the Director, as the allegations made by SEBI indicates that the Director, if not directly, was unable to carry out his duties of stewardship towards the shareholders.
  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundRe-appointment compliant with law. Governance Concern: Director has failed in his fiduciary duty towards minority shareholders and safeguard their interest in another Company. Director on the Board of a Competitor Company.
  • Kotak Mahindra Mutual FundNo concern has been identified on the Bank s criteria for selection/assessment of the Director and is also compliant by the law. However, due to certain concerns raised by SEBI on the Director in another company where he serves as an independent director, we do not support the resolution.
  • PPFAS Mutual FundDirector has failed in fiduciary duty in another company as ID. Director on the Board of Competitor Company.
  • Quantum Mutual FundFor the following Governance reason we vote against the resolution. We do not have any concern on the attendance of Mr. Sudarshan Sen. However, it may be noted that Mr. Sen has been associated with PNB Housing Finance (PNB HF) since October 2020. It may be noted that in June 2021, PNB HF proposed a preferential issue of equity to Carlyle Group which would lead to Carlyle being a joint promoter with PNB. The proposal did not get passed, after the intervention of SEBI. The key issues pointed by SEBI were: • The company failed to obtain registered valuer report in accordance with its AoA. • The company failed to take into account the interests of all stakeholders by not accounting for control premium in pricing of the Preferential Issue Thereafter, a “Settlement Order” was passed by SEBI (dated 18th July, 2022), whereby Mr. Sen, along with other Members from PNB Housing Finance Ltd., was allowed settle the matter by way of cash transfer without admitting or denying the findings of fact and conclusions of law. Quantum is of the view that Mr. Sen failed in his fiduciary duty of independent director towards minority shareholders. Therefore, we do not favour his reappointment as Independent Director.

  21 for9 against

  1 abstained

• Grant of 16,00,000 Stock Options to Mr. Krishnan Venkat Subramanian (DIN: 00031794), Managing Director & CEO of the Bank.

  30 for0 against

  1 abstained

Mutual fund votes, meeting of 31 Aug 2024, 32 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt na) The Standalone Audited Financial Statement of the Bank for the Financial Year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon.nb) The Consolidated Audited Financial Statements of the Bank for the Financial Year ended March 31, 2024, together with the Report of Auditors thereon.nMoreLess

  29 for0 against
• To declare a final dividend of Rs. 1.20 per equity share of Rs.2/- each for the Financial Year ended March 31, 2024.

  30 for0 against

  1 abstained

• To appoint a director in place of Ms. Shalini Warrier (DIN: 08257526), who retires by rotation, and being eligible, offers herself for re-appointment.

  30 for0 against

  1 abstained

• Raising of Funds through Issuance of Bonds.

  30 for0 against

  1 abstained

• Revision of Compensation by way of Fixed Remuneration to Non-Executive Directors (excluding the Non-Executive Part-time Chairman).

  30 for0 against

  1 abstained

• Payment of Performance Linked Incentive to Ms. Shalini Warrier (DIN: 08257526), Executive Director of the Bank.

  30 for0 against

  1 abstained

• Payment of Performance Linked Incentive to Mr. Harsh Dugar (DIN: 00832748), Executive Director of the Bank.

  30 for0 against

  1 abstained

• Revision in the remuneration payable to Ms. Shalini Warrier (DIN: 08257526), Executive Director of the Bank, with effect from July 1, 2024.

  30 for0 against

  1 abstained

• Revision in the remuneration payable to Mr. Harsh Dugar (DIN: 00832748), Executive Director of the Bank, with effect from July 1, 2024.

  30 for0 against

  1 abstained

• Revision in payment of Fixed Remuneration to Mr. A. P. Hota (DIN: 02593219) Part - Time Chairman of the Bank.

  30 for0 against

  1 abstained

• Appointment of Mr. Krishnan Venkat Subramanian (DIN: 00031794) as the Director andnManaging Director & CEO (KMP) of the Bank and payment of remuneration.n

  29 for0 against

  1 abstained

Mutual fund votes, meeting of 18 May 2024, 32 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Re-appointment of Mr. Siddhartha Sengupta (DIN:08467648) as an Independent Director of the Bank.

  30 for0 against

  1 abstained

• Re-appointment of Mr. Manoj Fadnis (DIN:01087055) as a Independent Director of the Bank.

  30 for0 against

  1 abstained

Mutual fund votes, meeting of 19 Nov 2023, 28 fund houses

• Appointment of Mr. Elias George (DIN: 00204510) as an Independent Director of the Bank

  27 for0 against

  1 abstained