Bajaj Finance AGM 2025: 86% Voting, 9 Key Wins

38th AGM highlights and why the vote mattered

Bajaj Finance held its 38th Annual General Meeting (AGM) on 24 July 2025. The company offered shareholders the option to vote remotely through an e-voting facility, and also enabled onsite electronic voting through InstaPoll at the venue. The scale of participation stood out, with the voting results reflecting a high level of shareholder engagement on both routine and strategic matters.

The resolutions covered the adoption of FY2025 financial statements, confirmation of dividend payout for FY2025, governance matters such as auditor appointments, capital raising permissions via non-convertible debentures, related party transactions, and multiple updates to employee stock option schemes (ESOPs). In addition, the company disclosed that it received the scrutinizer’s report, counter-signed by the Chairman, confirming the details of remote e-voting and InstaPoll voting at the AGM.

E-voting process: remote window and InstaPoll at the meeting

The voting process was run through KFin Technologies, which provided the remote e-voting system. In the AGM-related disclosures provided, the remote e-voting window is described in two ways: one reference indicates remote e-voting was available between 20 and 23 July 2025, while another states members could vote from Saturday, 19 July 2025 (9:00 a.m.) till Tuesday, 22 July 2025 (5:00 p.m.). Alongside remote voting, the company also provided e-voting at the AGM through InstaPoll for members attending the meeting.

As per the process described in the disclosures, the scrutinizer is expected to first count votes cast at the meeting, then unblock the remote e-votes in the presence of at least two witnesses who are not in the company’s employment. A consolidated report is then prepared and submitted within prescribed timelines, after which the Chairman (or an authorised person) countersigns and declares the results.

Eligibility and record date for participation

Only shareholders holding equity shares as of 17 July 2025 were eligible to participate in the voting process for the 38th AGM. This cut-off is important because the turnout and vote counts are assessed against eligible shareholding as on that date. The company’s disclosures indicate that the voting results were compiled by combining remote e-voting and InstaPoll votes.

Turnout: 5.35 billion votes and 86.17% participation

Participation was robust, with over 5.35 billion votes cast. The disclosed turnout was 86.17%. Such high participation typically indicates that shareholders are actively exercising their rights on both ordinary and special resolutions.

One resolution figure is specifically provided: 5,35,28,78,311 votes supported the adoption of the FY2025 financial statements. This equals 5,352,878,311 votes in favour for that item.

Ordinary resolutions: financials, dividend, and auditor appointment

The adoption of the FY2025 financial statements was approved with 99.96% votes in favour. The voting support figure provided for this resolution was 5,352,878,311 votes in favour.

Dividend declaration for FY2025 was also approved with near unanimity, with 99.9999% approval. The disclosure confirms that the dividend payout for FY2025 was approved.

The appointment of the secretarial auditor was approved as an ordinary resolution. Makarand M. Joshi & Co. was appointed for a five-year term, with 99.98% votes in favour.

Director reappointment resolution did not pass

One ordinary resolution did not go through: the director reappointment item. The disclosure states the resolution was not passed because it became infructuous due to Anup Kumar Saha’s resignation prior to the AGM. Since the resignation occurred before the meeting, the reappointment resolution was rendered unnecessary, and the item did not proceed as a passed resolution.

Special resolution: NCD issuance for private placement

A key special resolution related to the issue of non-convertible debentures (NCDs) was approved with 98.69% votes in favour. The disclosure notes that this supports capital raising via private placement. This resolution is typically used to provide flexibility for fundraising within approved limits and timeframes, subject to applicable regulations.

Related party transactions: approvals across group entities

The AGM also included ordinary resolutions for related party transactions. Transactions with Bajaj Housing Finance Ltd. were approved with 99.9992% votes in favour. Transactions with Bajaj Allianz Life Insurance Co. Ltd. were approved with 99.9991% votes in favour.

Such resolutions are voted on to ensure shareholders explicitly approve material transactions with related parties, in line with governance and listing requirements.

ESOP-related special resolutions: modifications, coverage, and trust authorisation

Three ESOP-related special resolutions were disclosed as approved. A modification to ESOP 2009 was approved with 98.71% votes in favour. An extension of ESOP benefits to subsidiaries was approved with 94.95% votes in favour. A trust authorisation for secondary market acquisition was approved with 99.70% support.

Together, these approvals indicate that shareholders backed the proposed updates and operational permissions connected to the ESOP structure and administration.

Key resolutions and voting outcomes: summary table

Scrutinizer report and regulatory disclosure trail

The company disclosed that it received the scrutinizer’s report, counter-signed by the Chairman of the meeting, confirming the details of remote e-voting and InstaPoll voting. It also stated that, as per the rules, resolutions passed with the requisite majority are deemed to be passed on the date of the AGM, which was 24 July 2025.

The disclosure further refers to Regulation 44 of the SEBI Listing Regulations, 2015 for publishing voting results along with the scrutinizer’s consolidated report. The results were indicated as being placed on the company website and on KFin’s e-voting website.

Market and governance takeaway from the voting pattern

From a governance perspective, the voting outcomes show strong shareholder backing for routine matters like adoption of accounts and dividend, and for several strategic and operational items such as NCD issuance permissions and ESOP changes. The only item that did not pass was described as infructuous due to a resignation, rather than because of shareholder opposition in the vote.

The combination of high turnout (86.17%) and overwhelming approval percentages across most resolutions suggests that participating shareholders broadly supported the proposals placed before them at the 38th AGM.

Conclusion

Bajaj Finance’s 38th AGM on 24 July 2025 concluded with high participation and decisive outcomes on most agenda items. Shareholders approved the FY2025 financial statements, confirmed the FY2025 dividend, cleared key related party transactions, and endorsed capital-raising flexibility through NCD issuance along with multiple ESOP-related proposals. As disclosed, the scrutinizer’s consolidated report and voting results were received and countersigned, and the resolutions passed with requisite majority are deemed passed on the AGM date.