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

Fedbank Financial Services Limited

Meeting Details

The 31st Annual General Meeting was held on Tuesday, September 29, 2026 at 12:00 Noon through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The cut-off date for determining shareholders entitled to vote was September 22, 2026, with 115,582 shareholders on record.

Shareholder Participation

  • Promoters and Promoter Group present through Video Conferencing: 1
  • Public shareholders present through Video Conferencing: 34
  • No shareholders were present in person or through proxy

Proposed Resolutions and Implications

The AGM considered and passed 11 resolutions:

1. Ordinary Resolution: To receive, consider and adopt the Audited Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors

2. Ordinary Resolution: To appoint Mr. Harsh Dugar (DIN: 00832748) as director who retires by rotation

3. Ordinary Resolution: Appointment of M/s. V Sankar Aiyar & Co., Chartered Accountants (ICAI Firm Registration Number: 109208W) as Joint Statutory Auditors for FY 2026-27, 2027-28, and 2028-29

4. Special Resolution: To approve limits of Selling, Assignment, Securitization of Receivables/Book debts up to outstanding principal value of ₹12,000 Crores

5. Special Resolution: To approve increase in Borrowing limit from ₹18,000 Crores to ₹23,000 Crores

6. Special Resolution: To approve increase in limit for creation of charge on assets to secure borrowings

7. Special Resolution: To approve fresh issuance of Non-Convertible Debentures on private placement basis not exceeding ₹2,500 Crores

8. Special Resolution: To approve amendment(s) to Fedbank Financial Services Limited Employees Stock Option Scheme - 2024 (ESOP 2024)

9. Ordinary Resolution: Approval for entering into Material Related Party Transaction(s) with The Federal Bank Limited (holding company)

10. Special Resolution: Payment of Profit-linked Commission to Independent Directors and Non-executive Chairman

11. Special Resolution: Alteration of existing Articles of Association of the Company

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting: September 25, 2026 (9:00 AM) to September 28, 2026 (5:00 PM) via NSDL
  • Electronic voting during the AGM: September 29, 2026

Key Voting Outcomes

All resolutions were passed with requisite majority. The detailed voting results are as follows:

Resolution-wise Voting Summary:

Resolution 1 (Ordinary - Adoption of Financial Statements)

  • Total votes cast: 289,634,563 (77.2103% of outstanding shares)
  • Votes in favor: 289,634,563 (99.9954%)
  • Votes against: 13,418 (0.0046%)

Resolution 2 (Ordinary - Re-appointment of Mr. Harsh Dugar)

  • Total votes cast: 289,648,882 (77.2144% of outstanding shares)
  • Votes in favor: 289,648,882 (99.9950%)
  • Votes against: 14,567 (0.0050%)

Resolution 3 (Ordinary - Appointment of Auditors)

  • Total votes cast: 289,649,329 (77.2144% of outstanding shares)
  • Votes in favor: 289,649,329 (99.9951%)
  • Votes against: 14,120 (0.0049%)

Resolution 4 (Special - Securitization Limits)

  • Total votes cast: 289,648,446 (77.2142% of outstanding shares)
  • Votes in favor: 289,648,446 (99.9951%)
  • Votes against: 14,110 (0.0049%)

Resolution 5 (Special - Borrowing Limit Increase)

  • Total votes cast: 289,649,574 (77.2136% of outstanding shares)
  • Votes in favor: 289,649,574 (99.9963%)
  • Votes against: 10,754 (0.0037%)

Resolution 6 (Special - Charge Creation)

  • Total votes cast: 289,649,340 (77.2144% of outstanding shares)
  • Votes in favor: 289,649,340 (99.9952%)
  • Votes against: 14,002 (0.0048%)

Resolution 7 (Special - NCD Issuance)

  • Total votes cast: 289,649,916 (77.2144% of outstanding shares)
  • Votes in favor: 289,649,916 (99.9953%)
  • Votes against: 13,533 (0.0047%)

Resolution 8 (Special - ESOP Amendments)

  • Total votes cast: 289,662,942 (77.2143% of outstanding shares)
  • Votes in favor: 274,573,627 (94.7907%)
  • Votes against: 15,089,315 (5.2093%)

Resolution 9 (Ordinary - Related Party Transactions)

  • Total votes cast: 60,936,283 (16.2472% of outstanding shares)
  • Votes in favor: 60,936,283 (99.9775%)
  • Votes against: 13,686 (0.0225%)

Note: 1 shareholder holding 1,242,401 shares voted in favor but was excluded as related party

Resolution 10 (Special - Director Commission)

  • Total votes cast: 289,612,942 (77.2009% of outstanding shares)
  • Votes in favor: 289,595,649 (99.9940%)
  • Votes against: 17,293 (0.0060%)

Resolution 11 (Special - AoA Alteration)

  • Total votes cast: 289,649,529 (77.2144% of outstanding shares)
  • Votes in favor: 289,649,529 (99.9952%)
  • Votes against: 13,920 (0.0048%)

Shareholder Category Breakdown

Detailed voting breakdown by promoter, public institution, and public non-institution categories is provided for each resolution in the annexures.

Scrutinizer's Role and Findings

Mr. Dinesh Kumar Deora (FCS: 5683), Partner of DM & Associates Company Secretaries LLP, was appointed as Scrutinizer. The scrutinizer confirmed:

  • Compliance with Companies Act, 2013 and SEBI LODR Regulations
  • Remote e-voting period: September 25-28, 2026 via NSDL
  • E-voting at AGM conducted on September 29, 2026
  • Votes were unblocked on September 29, 2026 at 1:03 PM in presence of two witnesses
  • All resolutions passed with requisite majority
  • Voting records are under scrutinizer's custody until minutes are approved

Compliance Confirmation

The meeting was conducted in compliance with MCA General Circulars and SEBI circulars regarding virtual meetings. The notice of AGM along with Annual Report 2025-26 was sent to members on September 4, 2026.