Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

ESAF Small Finance Bank Limited

Meeting Details

The 10th Annual General Meeting was held on Friday, August 14, 2026 at 03:00 P.M. (IST) through Video Conferencing/Other Audio Visual Means. The meeting commenced at 03:00 P.M. and concluded at 04:27 P.M. (IST). The meeting was conducted in compliance with the Companies Act, 2013 and rules made thereunder, read with circulars issued by the Ministry of Corporate Affairs and SEBI.

Resolutions and Implications

Ten resolutions were proposed and approved at the meeting:

Ordinary Business:

1. Adoption of Standalone Audited Financial Statements for FY ended March 31, 2026

2. Re-appointment of Shri. George Ittan Maramkandathil (DIN: 11193648) as Non-Executive Director

3. Appointment of M/s. Rodi Dabir & Co, Chartered Accountants (Firm Registration No: 108846W) as Joint Statutory Auditors for 3 years

Special Business:

4. Appointment of Shri. Hari Velloor (DIN: 11650530) as Non-Executive Director

5. Appointment of Shri. Ashok Tukaram Dhamankar (DIN: 03066552) as Non-Executive Independent Director

6. Re-appointment of Prof. Biju Varkkey (DIN: 01298281) as Non-Executive Independent Director

7. Revision of Remuneration of Dr. Kadambelil Paul Thomas (DIN: 00199925), MD & CEO

8. Revision of Remuneration of Shri. George Kalaparambil John (DIN: 00694646), Executive Director

9. Borrowing/raising funds by issue of debt securities on private placement basis

10. Amendment to the Articles of Association of the Bank

Voting Process and Methods

The voting process included:

  • Remote e-voting conducted through NSDL from August 11, 2026 (9:00 AM) to August 13, 2026 (5:00 PM)
  • E-voting facility available during the AGM for members who had not voted remotely
  • Cut-off date for determining voting rights: August 7, 2026
  • Scrutinizer: Shri. Arun K Kamalolbhavan, Practicing Company Secretary

Key Voting Outcomes

Overall Participation:

  • Total shareholders on record date: 109,709
  • Members present in meeting: 4 (1 Promoter, 3 Public)
  • Members attended through VC: 117 (7 Promoters, 110 Public)
  • Total members who attended: 121

Resolution-wise Results:

1. Item 1 (Ordinary) - Adoption of Financial Statements:

  • Total votes: 196,901,111 shares (38.16% of outstanding)
  • In favor: 196,900,432 shares (99.9997%)
  • Against: 679 shares (0.0003%)

2. Item 2 (Ordinary) - Re-appointment of Director:

  • Total votes: 198,757,500 shares (38.52% of outstanding)
  • In favor: 198,541,613 shares (99.8914%)
  • Against: 215,887 shares (0.1086%)

3. Item 3 (Ordinary) - Auditor Appointment:

  • Total votes: 198,757,500 shares (38.52% of outstanding)
  • In favor: 198,756,443 shares (99.9995%)
  • Against: 1,057 shares (0.0005%)

4. Item 4 (Ordinary) - Director Appointment:

  • Total votes: 198,757,500 shares (38.52% of outstanding)
  • In favor: 198,542,964 shares (99.8921%)
  • Against: 214,536 shares (0.1079%)

5. Item 5 (Special) - Independent Director Appointment:

  • Total votes: 198,759,800 shares (38.52% of outstanding)
  • In favor: 198,741,928 shares (99.9910%)
  • Against: 17,872 shares (0.0090%)

6. Item 6 (Special) - Director Re-appointment:

  • Total votes: 198,759,800 shares (38.52% of outstanding)
  • In favor: 198,743,914 shares (99.9920%)
  • Against: 15,886 shares (0.0080%)

7. Item 7 (Special) - MD & CEO Remuneration Revision:

  • Total votes: 198,754,848 shares (38.52% of outstanding)
  • In favor: 198,672,132 shares (99.9584%)
  • Against: 82,716 shares (0.0416%)

8. Item 8 (Special) - Executive Director Remuneration Revision:

  • Total votes: 198,758,421 shares (38.52% of outstanding)
  • In favor: 198,675,735 shares (99.9584%)
  • Against: 82,686 shares (0.0416%)

9. Item 9 (Special) - Borrowing via Debt Securities:

  • Total votes: 198,759,800 shares (38.52% of outstanding)
  • In favor: 198,758,645 shares (99.9994%)
  • Against: 1,155 shares (0.0006%)

10. Item 10 (Special) - Articles Amendment:

  • Total votes: 64,590,136 shares (12.52% of outstanding)
  • In favor: 64,386,920 shares (99.6854%)
  • Against: 203,216 shares (0.3146%)
  • Invalid votes: 326,336,839 shares (Promoter votes considered invalid as they were interested parties)

Shareholder Category Breakdown

Promoter & Promoter Group:

  • Shares held: 326,336,839
  • Voting participation: 41.11-41.12% across resolutions (except Item 10 where votes were invalid)

Public Institutions:

  • Shares held: 20,551,756
  • Voting participation: 25.86-34.89% across resolutions

Public Non-Institutions:

  • Shares held: 169,129,531
  • Voting participation: 33.95-33.95% across resolutions

Scrutinizer's Role and Findings

Shri. Arun K Kamalolbhavan, Practicing Company Secretary, was appointed as scrutinizer to scrutinize the remote e-voting and e-voting during the AGM. The scrutinizer's report confirmed:

  • Voting rights were reckoned based on paid-up value as of August 7, 2026
  • Remote e-voting was conducted through NSDL's platform
  • Votes were unblocked in presence of two independent witnesses
  • All resolutions were passed with requisite majority
  • For Item 10, promoter votes were considered invalid as they were interested parties

Compliance Confirmation

The Bank confirmed compliance with:

  • Companies Act, 2013 and rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Ministry of Corporate Affairs circulars
  • SEBI circulars
  • Banking Regulation Act, 1949 (voting rights restriction of 26% for promoters)

Additional Information

  • The meeting included addresses from Chairman and MD & CEO covering economic scenario, bank performance, transformation projects, digital capabilities, and ESG initiatives
  • All statutory registers and documents were made available for electronic inspection
  • Proceedings were video recorded
  • Disclosure is available on bank's website: https://www.esaf.bank.in/investor-relation/?id=disclosure-to-stock-exchanges-2026-27/