ESAF Small Finance Bank Limited has scheduled its Tenth Annual General Meeting (AGM) for Friday, August 14, 2026, at 3:00 PM IST through Video Conferencing (VC) and Other Audio-Visual Means (OAVM). The meeting will be held without the physical presence of shareholders at a common venue, with proceedings deemed to be held at the bank's registered office in Thrissur, Kerala. The AGM notice was filed with stock exchanges on July 20, 2026, pursuant to Regulations 34 and 58 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AGM Schedule and E-Voting Details

Shareholders can participate via NSDL's e-voting platform. The register of members and share transfer books will remain closed from August 8, 2026, to August 14, 2026. The cut-off date for determining shareholder eligibility to vote is Friday, August 7, 2026.

The Notice of the AGM and the Annual Report for Financial Year 2025-26 have been dispatched electronically to members whose email addresses are registered with the bank or its Registrar and Share Transfer Agent, MUFG Intime India Private Limited. For members without registered email addresses, the bank has dispatched letters providing the web link to access the Annual Report.

Key Resolutions on the Agenda

The AGM agenda covers ten items of business, including ordinary and special resolutions. Key items include the re-appointment of Shri. George Ittan Maramkandathil (DIN: 11193648) as Non-Executive Director, who retires by rotation, and the appointment of M/s. Rodi Dabir & Co, Chartered Accountants, Nagpur (Firm Registration Number: 108846W) as one of the Joint Statutory Auditors for three consecutive financial years from the conclusion of the 10th AGM until the conclusion of the 13th AGM, with an overall audit fee not exceeding ₹90,00,000 per financial year.

Under special business, the AGM will consider the appointment of Shri. Hari Velloor (DIN: 11650530) as Non-Executive Director for three consecutive years with effect from September 1, 2026, and the appointment of Shri. Ashok Tukaram Dhamankar (DIN: 03066552) as Non-Executive Independent Director for three consecutive years with effect from September 1, 2026. The re-appointment of Prof. Biju Varkkey (DIN: 01298281) as Non-Executive Independent Director for a second term of three consecutive years with effect from August 17, 2026 is also on the agenda.

Revision of Managerial Remuneration

The AGM will also vote on the revision of remuneration for the bank's executive leadership, effective April 1, 2026, subject to RBI approval. The proposed total remuneration for Dr. Kadambelil Paul Thomas, Managing Director and CEO, is ₹750 lakh per annum, with variable pay constituting 57.4% of total remuneration.

For Shri. George Kalaparambil John, Executive Director, the proposed total remuneration is ₹336 lakh per annum, with variable pay at 55% of total remuneration.

Debt Fundraising and Articles Amendment

The AGM will seek shareholder approval for borrowing or raising funds through private placement of debt securities up to ₹2000,00,00,000 (Rupees Two Thousand crore) within one year from the conclusion of the 10th AGM. Additionally, the bank proposes an amendment to its Articles of Association to insert Article 168(f), reinstating certain promoter nomination rights. Under the proposed article, ESAF Financial Holdings Private Limited (EFHL) would have the right to nominate a maximum of two directors, and Dr. Kadambelil Paul Thomas would have the right to nominate a maximum of one director on the Board, subject to RBI consent. The RBI accorded prior approval for this amendment vide its letter dated July 15, 2026.

FY2025-26 Financial Performance

The AGM is being held against the backdrop of the bank's Annual Report for Financial Year 2025-26, which reflects a year of portfolio rebalancing and gradual recovery. The bank reported a net loss of ₹166.40 crore for the year, a significant improvement from the net loss of ₹521.39 crore in the previous year. Total income remained broadly stable at ₹4,348.23 crore.

Secured assets under the MARG (MSME, Agriculture, Retail, Gold) framework constituted 61% of total gross advances as of March 31, 2026, compared to 53% in the previous year. The bank crossed a milestone of serving more than 100 lakh customers and operates across 26 states and union territories with 804 banking outlets and 720 ATMs.

ESAF Small Finance Bank filed its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26 with the stock exchanges. The report details the bank's environmental, social, and governance (ESG) performance, including a turnover of ₹43,48,23,07,824.57 and a net worth of ₹19,45,01,19,966.00. The filing confirms that the bank operates on a standalone basis and has received limited assurance from M/s SustainedEDGE Business Solutions Pvt. Ltd for its disclosures.

Operational and Financial Overview

The bank reported that its primary business activity is banking, accounting for 100% of its turnover. As of March 31, 2026, the bank operated 839 offices, comprising 804 retail branches and 35 other offices, across 26 states and 2 union territories. The bank focuses on financial inclusion, with women constituting 78% of its customer base.

Employee Statistics and Diversity

The total workforce stood at 10,994 employees, comprising 8,797 permanent and 2,197 other-than-permanent staff. Women represented 33% of the total workforce. The board of directors included 8 members, with female representation at 12.5%. The bank reported a turnover rate for permanent employees of 29.35% for FY26.

Environmental Impact

The bank disclosed its energy consumption for FY26, totaling 35,598.19 Giga Joules (GJ), with renewable sources accounting for 649.13 GJ. Total greenhouse gas emissions (Scope 1 and 2) were 6,725.73 metric tonnes of CO2 equivalent. Water consumption was reported at 1,16,347.85 kilolitres. The bank generated 249.5 metric tonnes of non-hazardous waste during the year.

Governance and Assurance

The Corporate Social Responsibility and Sustainability Committee of the Board oversees the bank's ESG initiatives. The bank has adopted a four-year ESG roadmap for 2023-2027. M/s SustainedEDGE Business Solutions Pvt. Ltd provided Type 2 Moderate/Limited Assurance for the BRSR disclosures, confirming adherence to SEBI requirements and AA1000AS v3 principles.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE818W01011/1f27f79457454882.pdf