ESAF promoter revises shareholding scheme after RBI directive

ESAF Financial Holdings Private Limited, the promoter company, has announced a revised Scheme of Arrangement after a communication from the Reserve Bank of India (RBI) dated October 27, 2025. This revision aims to ensure that Dia Vikas Capital Private Limited's direct shareholding in ESAF Small Finance Bank will be less than 5% after implementation. Additionally, Dia Vikas's shareholding in the promoter company will be less than 20% on a fully diluted basis.

The Scheme involves a selective reduction of capital for identified shareholders, including Dia Vikas, who will receive proportionate equity shares of ESAF Small Finance Bank and a cash component where applicable. After the Scheme's implementation, the promoter company's shareholding in ESAF Small Finance Bank is expected to reduce from the current 52.87% to approximately 45.58%. The total authorized share capital of the company as on September 30, 2025, stands at INR 250,00,00,000.

The revised Scheme awaits necessary approvals from the National Company Law Tribunal (NCLT) and other regulators. The company will also submit this communication and the application to the RBI for its consideration.