RBL Bank CEO’s ₹9.34-Crore Annual Pay Package for FY25, Postal Ballot Launched for Shareholder Approval

RBL Bank Limited has revised the remuneration structure of its Managing Director and Chief Executive Officer (MD & CEO), setting a total potential annual pay package of up to ₹9.34 crore for FY 2024–25, subject to shareholder approval through a postal ballot process now underway.

According to the disclosure submitted to stock exchanges, the new structure, effective April 1, 2025, comprises a fixed pay of up to ₹3.54 crore per annum and a variable pay of up to ₹5.80 crore, including both cash and non-cash components. The total payout will depend on performance assessment and pre-defined evaluation metrics. The bank clarified that other terms of the MD & CEO’s appointment remain unchanged.

RBL Bank said the revision follows its periodic review of senior management compensation to align executive remuneration with business performance, governance standards, and Reserve Bank of India (RBI) guidelines.

Under the RBI’s 2020 compensation framework, variable pay in private banks is capped relative to fixed pay, with a portion mandatorily deferred over multiple years and subject to malus or clawback provisions based on future performance and compliance.

Image: RBL Bank’s Nov 3, 2025 filing showing statutory newspaper ads issued under Section 44A for the upcoming EGM.

Postal Ballot for Shareholder Consent
In line with the Companies Act, SEBI Listing Regulations, and Section 44A of the Banking Regulation Act, RBL Bank has initiated a postal ballot and remote e-voting process to secure shareholder approval for the remuneration revision.

The postal ballot notice, dated October 31, 2025, was sent electronically to shareholders on November 3, with the voting period open from November 4 to December 3, 2025. The cut-off date for eligibility was October 31, and voting is being conducted exclusively through the NSDL platform.

According to Niti Arya, Company Secretary and Compliance Officer, statutory advertisements announcing the process were published on November 3 in Business Standard (English) and Punyanagari (Marathi) electronic editions, in compliance with Section 108 of the Companies Act and Rule 20 of the Management and Administration Rules.

The resolution was recommended by the Nomination and Remuneration Committee (NRC) chaired by S N Vishwanath and approved by the Board of Directors. The Board has appointed S N Ananthasubramanian, Practising Company Secretary, as the Scrutinizer to oversee and validate the voting process.

The results will be declared on or after December 4, 2025, and published on the bank’s website as well as notified to the stock exchanges.

RBL Bank’s revised package aligns with compensation trends in India’s private banking sector, where CEO pay typically combines fixed and performance-linked components under RBI oversight. The move underscores the bank’s emphasis on transparent disclosures, regulatory compliance, and shareholder accountability in executive governance.