Meeting Details

The company conducted a postal ballot with a remote e-voting period. There was no physical meeting.

  • Type of Meeting: Postal Ballot
  • Voting Period: Thursday, 14th May 2026 (09:00 A.M. IST) to Friday, 12th June 2026 (05:00 P.M. IST)
  • Cut-off Date: 8th May 2026 (shareholders registered as of this date were entitled to vote)
  • Result Date: Scrutinizer's report dated June 15, 2026; results disclosed on June 16, 2026.

Summary of Proposed Resolutions

Shareholder approval was sought for the following five resolutions:

1. Special Resolution: Appointment of Ms. Jyotsana Vempati Aggarwal (DIN: 07018413) as an Independent Director for five years from May 11, 2026, and approval of her remuneration.

2. Special Resolution: Re-appointment of Mrs. Veena Vikas Mankar (DIN: 00004168) as an Independent Director for a second five-year term from June 19, 2026, and approval of her remuneration.

3. Special Resolution: Re-appointment of Mr. Nilesh Bhaskar Sathe (DIN: 02372576) as an Independent Director for a second five-year term from June 19, 2026, and approval of his remuneration.

4. Ordinary Resolution: Approval of remuneration payable to Mr. Dhruv Shringi (DIN:00334986), an Independent Director.

5. Special Resolution: Approval for an amendment in the PB Fintech Employees Stock Option Plan, 2021 (ESOP 2021) to extend the closing date.

Voting Process and Methods

The voting was conducted entirely through a remote e-voting process.

  • Voting Method: Remote e-voting only. No physical polling or postal ballot forms were sent.
  • E-voting Agency: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
  • E-voting Platform: https://instavote.linkintime.co.in
  • Notice Dispatch: The notice was sent only by email to all members registered as of the cut-off date, in compliance with MCA circulars.
  • Advertisement: Advertisements were published in the Financial Express (English) and Jansatta (Hindi) on May 14, 2026.
  • Scrutinizer: Mr. Dhananjay Shukla of Dhananjay Shukla & Associates was appointed scrutinizer on May 11, 2026.
  • Vote Unblocking: The e-votes were unblocked by the scrutinizer in the presence of two witnesses at 5:07 P.M. IST on June 12, 2026.

Key Voting Outcomes

Overall Results

  • Resolutions Passed: Resolutions 1, 2, 3, and 4 were passed.
  • Resolution Not Passed: Resolution 5 (ESOP amendment) was not passed.
  • Total Votes Cast: Varied per resolution, approximately 36.87-37.73 crore votes.

Resolution-Wise Results

Resolution 1 (Special - Jyotsana Aggarwal Appointment)
  • Total Valid Votes: 37,73,50,979
  • In Favour: 37,56,12,121 (99.5392%)
  • Against: 17,38,858 (0.4608%)
  • Abstained: 5 members abstained with 1,06,712 votes.
  • Result: PASSED
Resolution 2 (Special - Veena Mankar Re-appointment)
  • Total Valid Votes: 36,87,67,726
  • In Favour: 31,92,06,008 (86.5602%)
  • Against: 4,95,61,718 (13.4398%)
  • Abstained: 28 members abstained with 86,89,965 votes.
  • Result: PASSED
Resolution 3 (Special - Nilesh Sathe Re-appointment)
  • Total Valid Votes: 36,87,67,726
  • In Favour: 32,23,84,588 (87.4221%)
  • Against: 4,63,83,138 (12.5779%)
  • Abstained: 28 members abstained with 86,89,965 votes.
  • Result: PASSED
Resolution 4 (Ordinary - Dhruv Shringi Remuneration)
  • Total Valid Votes: 37,73,51,004
  • In Favour: 36,76,96,804 (97.4416%)
  • Against: 96,54,200 (2.5584%)
  • Abstained: 4 members abstained with 1,06,687 votes.
  • Result: PASSED
Resolution 5 (Special - ESOP 2021 Amendment)
  • Total Valid Votes: 36,87,67,736
  • In Favour: 20,55,59,416 (55.7422%)
  • Against: 16,32,08,320 (44.2578%)
  • Abstained: 29 members abstained with 86,89,970 votes.
  • Result: NOT PASSED (Failed to achieve special majority)

Category-Wise Voting Breakdown (From Annexures)

Detailed breakdowns are provided for each resolution in annexures A through E. Key highlights from Resolution 1 (Annexure A) for the total shareholder base of 46,26,93,070 shares:

  • Promoter & Promoter Group: Held 0 shares; cast 0 votes (0% of their holding).
  • Public Institutions: Held 31,90,83,276 shares; cast 28,99,30,864 votes (90.86% of their holding). 99.40% voted in favour.
  • Public Non-Institutions: Held 14,36,09,794 shares; cast 8,74,20,115 votes (60.87% of their holding). 99.999% voted in favour.
  • Overall Voting: 81.56% of total outstanding shares were voted.

Scrutinizer's Role and Findings

Mr. Dhananjay Shukla was appointed to scrutinize the postal ballot e-voting process. His responsibilities included:

  • Scrutinizing the votes cast 'in favour' or 'against' the resolutions.
  • Unblocking the e-votes in the presence of two independent witnesses.
  • Generating the detailed voting report from the MUFG Intime e-voting system.
  • Submitting the report to the company and confirming the results for each resolution.

The scrutinizer confirmed that the process was carried out as per the Companies Act, 2013, and its rules.

Compliance Statement

The document confirms compliance with:

  • Section 108 and 110 of the Companies Act, 2013.
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014.
  • Relevant MCA General Circulars (including 14/2020, 17/2020, 20/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 3/2022, 11/2022, 09/2023, 09/2024, and 3/2025).
  • SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2024/133 dated October 3, 2024.
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • The notice was sent only via email, adhering to MCA circulars, and advertisements were published as required.

Additional Information

  • The company's registered office is at Plot No. 119, Sector-44, Gurugram, Haryana-122001.
  • The full scrutinizer's report and voting results are hosted on the company's website (www.pbfintech.in) and the e-voting agency's website (https://instavote.linkintime.co.in).
  • The promoter and promoter group were not interested in any of the resolutions and held 0 shares, thus casting 0 votes.