Aye Finance Limited, a non-banking financial company focused on providing business loans to micro and small enterprises, has announced the appointment of Gaurav Seth as its Chief Financial Officer (CFO). The announcement was made pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Leadership Profile and Key Responsibilities

Gaurav Seth brings over 27 years of experience across the BFSI sector, spanning insurance, housing finance, and payments bank. He has previously served in Chief Financial Officer roles at various organisations, including IIFL Home Finance and Airtel Payments Bank. His professional track record encompasses driving profitability, leading large-scale fund raises, executing digital finance transformation, and establishing robust governance frameworks.

In his new role, Gaurav Seth will lead the company's treasury, financial control, and governance functions. He will play a key role in strengthening Aye Finance's financial framework as it continues to scale its presence in India's MSME lending ecosystem.

Leadership Commentary

Commenting on the appointment, Sanjay Sharma, Managing Director, Aye Finance, said: "We are pleased to welcome Gaurav to the leadership team at Aye Finance. His deep expertise across financial services, coupled with his experience in scaling businesses and strengthening financial controls, will be invaluable as we continue to expand our reach and enhance our offerings for underserved MSMEs."

On his appointment, Gaurav Seth, Chief Financial Officer, Aye Finance, said: "Aye Finance has built a strong platform focused on enabling financial inclusion for micro and small businesses. I look forward to partnering with the team to further strengthen financial resilience, drive sustainable growth, and support the company's long-term strategic priorities."

About Aye Finance

Aye Finance is a non-banking financial company – middle layer (NBFC-ML) focused on providing loans to micro-scale MSMEs across India. The company offers a range of business loans for working capital and business expansion needs, against hypothecation of working assets or against security of property, catering to customers across manufacturing, trading, service, and allied agriculture sectors. Key highlights of its product offerings include:

• Small-ticket hypothecation loans with an average ticket size of INR 1.5 lakhs
• Mortgage-based loans with an average ticket size of INR 5 lakhs
• Operations spanning 18 states and 3 union territories across India

The company's expertise in using customised data science approaches in underwriting business cash flows of a variety of business clusters has enabled it to maintain stable credit costs and to profitably scale up its operations.

Aye Finance Limited has announced a postal ballot notice seeking member approval for amendments to its Employee Stock Option Plans and ratification of extending benefits to its subsidiary's employees. The remote e-voting period will commence on May 1, 2026, at 9:00 A.M. IST and conclude on May 30, 2026, at 5:00 P.M. IST. The company has engaged Central Depository Services (India) Limited to provide the e-voting facility to all its members.

The postal ballot seeks approval for three special resolutions. The first resolution pertains to the amendment and ratification of the Aye Finance Employee Stock Option Plan 2020 (ESOP 2020), while the second resolution covers the amendment and ratification of the Aye Finance Employee Stock Option Plan 2024 (ESOP 2024). The third resolution seeks ratification for extending the benefits of ESOP 2024 to eligible employees and directors of Foundation for Advancement of Micro Enterprises, the company's wholly-owned subsidiary.

Key Features of the ESOP Plans

The proposed amendments include revisions to the exercise price mechanism for both ESOP 2020 and ESOP 2024. Under the new provisions, the exercise price per option will be determined by the committee, subject to a maximum discount of up to 10% on the market price of the shares on the grant date. However, the exercise price will not be less than the face value of ₹2 per share. The market price is defined as the latest available closing price on the recognized stock exchange where the company's shares are listed on the date immediately prior to the relevant date.

Implementation and Dilution Details

ESOP 2020 is implemented through the trust route, wherein the trust can acquire shares either through secondary acquisition from the market or by fresh allotment from the company. The maximum number of shares the trust can acquire from the company by way of fresh allotment shall not exceed 30,90,488 shares. In contrast, ESOP 2024 is implemented through the direct route, with the company allotting fresh shares to option grantees upon valid exercise of options.

On a consolidated basis, the maximum potential dilution under both plans is approximately 3.39% of the issued equity share capital of the company on a fully diluted basis as of the notice date. The company also has ESOP 2016, which is implemented through the trust route using existing listed equity shares held by the trust, and does not contemplate any fresh issue of shares.

Voting Process and Scrutiny

The cut-off date for determining member eligibility is April 24, 2026. Members whose names appear on the Register of Members or List of Beneficial Owners as on this date and have registered their email addresses with the company or depositories are entitled to vote. The company has appointed CS Jatin Singal as the scrutinizer to conduct the postal ballot through remote e-voting in a fair and transparent manner.

The voting results along with the scrutinizer's report will be announced on or before June 2, 2026, and will be uploaded on the company's website and the CDSL website. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date of remote e-voting, which is May 30, 2026.

Source: None/Company/INE501X01029/2ca900b970e44623.pdf