Nature of the Event

Regulatory disclosure pursuant to SEBI LODR Regulation 30, submitting a Postal Ballot Notice to shareholders for their approval on a specific resolution.

Key Resolution Details

The company seeks shareholder approval via a Special Resolution for the re-appointment of Ms. Kemisha Soni (DIN: 06805708) as an Independent Director for a second term of 3 years, from January 30, 2027, to January 29, 2030.

Voting Process & Timeline

  • Cut-off Date for determining eligibility to vote: Friday, October 09, 2026.
  • Remote E-Voting Period: Commences on Saturday, October 17, 2026, at 09:00 AM IST and ends on Sunday, November 15, 2026, at 05:00 PM IST.
  • E-Voting Service Provider: National Securities Depository Limited (NSDL).
  • Scrutinizer: Mr. Girish Bhatia, Practicing Company Secretary (FCS 3295), has been appointed to scrutinize the e-voting process.
  • Result Declaration: The scrutinizer's report and results will be submitted by Tuesday, November 17, 2026, and will be displayed on the company's website (www.poonawallafincorp.com) and NSDL's website (www.evoting.nsdl.com).
  • The resolution is deemed passed on the last date of voting (November 15, 2026) if approved by the requisite majority.

Basis for Re-appointment

The Nomination and Remuneration Committee (NRC) recommended the re-appointment based on Ms. Soni's:

  • Knowledge, experience, and specific skills.
  • Outcome of her performance evaluation.
  • Participation and attendance in Board/Committee meetings.
  • Independent judgment.

Profile of Ms. Kemisha Soni

  • Qualifications: Fellow Member of ICAI, LL.B, M.Com, B.Com, Diploma in Information System Audit (DISA), IICA-NFRA Director's Certification for Audit Committee Member.
  • Experience: Over 28 years in Accounting, Audit, Taxation, Forensic Investigation, and Corporate Laws.
  • Current Role: Managing Partner at GDK & Associates, Chartered Accountants.
  • Past Roles: Former Central Council Member of ICAI (9 years), Director at XBRL, Institute of Social Auditors of India, and Nominated Member of the National Institute of Public Finance and Policy (NIPFP).
  • Current Directorships:
  • Listed: Pitti Engineering Limited, Jagran Prakashan Limited.
  • Unlisted: Multi Commodity Exchange Clearing Corporation Limited, Ujjain Smart City Limited, Bridging Care Private Limited.
  • Committee Positions: Serves as Chairman of the Audit Committee at Pitti Engineering Ltd., Jagran Prakashan Ltd., and Ujjain Smart City Ltd.
  • Shareholding in Poonawalla Fincorp: None.
  • Meeting Attendance (FY 2025-26): Attended 4 out of 4 Board meetings.
  • Meeting Attendance (H1 FY 2026-27): Attended 3 out of 3 Board meetings.

Remuneration Details

  • For the financial year 2025-26, Ms. Soni received a commission of ₹50 lakh and sitting fees of ₹27 lakh.
  • For the half-year ended September 30, 2026, she received sitting fees of ₹10.50 lakh.
  • If re-appointed, her remuneration will be governed by the company's Remuneration Policy, comprising sitting fees and commission as approved by the Board/Shareholders.

Other Instructions for Shareholders

  • The notice is sent only electronically to members whose email IDs are registered as of the cut-off date.
  • Members holding physical shares must update their email IDs with the RTA, MUFG Intime India Pvt Ltd.
  • The full Postal Ballot Notice is available on the company's website and the sites of BSE, NSE, and NSDL.
  • A public notice will be published in a regional newspaper.