PB Fintech Limited dispatched its Postal Ballot Notice on May 13, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following the Board of Directors' meeting held on May 11, 2026 (commencing at 06:05 P.M. IST and concluding at 07:00 P.M. IST). The notice seeks shareholders' approval through remote e-voting for five resolutions covering director appointments, re-appointments, remuneration approvals, and an amendment to the Employee Stock Option Plan. In compliance with applicable regulations, the company also published newspaper advertisements confirming the dispatch in Financial Express (All India editions in English language) and Jansatta (Delhi and NCR edition in Hindi vernacular language) on May 14, 2026. The disclosure was signed by Bhasker Joshi, Company Secretary and Compliance Officer.

The remote e-voting period commences on May 14, 2026 at 9:00 A.M. (IST) and ends on June 12, 2026 at 5:00 P.M. (IST), with results to be announced on or before June 16, 2026. MUFG Intime India Private Limited has been appointed as the e-voting facilitator, and Mr. Dhananjay Shukla (CP No. 8271), Managing Partner of M/s Dhananjay Shukla & Associates, has been appointed as Scrutinizer. The Cut-off date for determining eligible shareholders is May 08, 2026.

Key Board Decisions at a Glance

The board's approvals span director re-appointments, a new appointment, remuneration revisions, committee reconstitution, and a stock option plan amendment. The following table summarises the key decisions:

Remuneration Structure for Independent Directors

The Board, on the recommendation of the Nomination and Remuneration Committee (NRC), has proposed a revision in fixed remuneration for Independent Directors from ₹36,00,000 to ₹40,00,000 per annum — the first such revision since 2024. A benchmarking exercise indicated that the proposed fee remains conservative relative to the industry median range of ₹44,00,000 to ₹54,00,000. The total incremental cost for all four Independent Directors is ₹16,00,000 per annum, representing 0.025% of total revenue and 0.238% of Net PAT. The proposed remuneration structure is as follows:

In addition to the above fixed remuneration, each Independent Director is entitled to sitting fees of ₹1,00,000/- per meeting for attending Board and Committee meetings, along with reimbursement of expenses incurred for participation in such meetings.

Re-appointment of Independent Directors

The board approved the re-appointment of Mrs. Veena Vikas Mankar (DIN: 00004168) as a Non-Executive Independent Director for a second term of five consecutive years, effective June 19, 2026 to June 18, 2031. Mrs. Mankar holds a bachelor's degree in economics from the University of Delhi, a post graduate diploma in business administration from the Indian Institute of Management, Ahmedabad, and has completed the strategic leadership for microfinance course at Harvard Business School. She is the founder of Swadhaar FinServe Private Limited (now known as RBL FinServe Limited, a subsidiary of RBL Bank Limited), a non-executive director on the board of RBL Bank Limited, and a founder and director of Swadhaar FinAccess. She has previously served as a director on the board of Liberty General Insurance Limited and as the non-executive chairperson of IDFC Bank Limited (now known as IDFC First Bank Limited). Notably, shareholder approval is also being sought for continuation of Mrs. Mankar beyond January 24, 2028, when she will attain the age of 75 years, in compliance with Regulation 17(1A) of the SEBI Listing Regulations. Her last drawn remuneration was ₹32,00,000/- from PB Fintech Limited and ₹4,00,000/- from Paisabazaar Marketing and Consulting Private Limited.

Similarly, the board approved the re-appointment of Mr. Nilesh Bhaskar Sathe (DIN: 02372576) as a Non-Executive Independent Director for a second term of five consecutive years, effective June 19, 2026 to June 18, 2031. Mr. Sathe holds a bachelor's degree and a master's degree in commerce from Nagpur University and is a certified associate with the Indian Institute of Bankers. He has served as whole-time member of IRDAI, as CEO and Director of LIC Nomura Mutual Fund Asset Management Company, and as zonal manager (Northern Zone) of Life Insurance Corporation of India. He also worked with Bank of India and Canara Bank for over 5 years before joining LIC of India as a Direct Recruit Officer. His last drawn remuneration was ₹36,00,000/- per annum. Both directors were originally appointed for their first term at the Extraordinary General Meeting held on June 19, 2021.

New Appointment: Ms. Jyotsana Vempati Aggarwal

The board approved the appointment of Ms. Jyotsana Vempati Aggarwal (DIN: 07018413) as an Additional Director in the capacity of Non-Executive Independent Director for a term of five consecutive years with effect from May 11, 2026 to May 10, 2031. Ms. Aggarwal holds a bachelor's degree in Chemical Engineering from the Indian Institute of Technology, Delhi, and an MBA in Finance and Marketing from the Indian Institute of Management Lucknow. She is the co-founder and Chief Executive Officer of Wysa, a clinically validated AI platform for mental health operating across 95 countries with over 11 million users. Under her leadership, Wysa has built partnerships with national health systems including NHS England and the Singapore Ministry of Health, secured FDA Breakthrough Device Designation in the United States, and developed a clinical evidence base spanning over 40 peer-reviewed publications. She brings over thirty years of leadership experience across digital platforms, learning technology, and social enterprise, having served as Managing Director (International) at Pearson Learning Solutions and as Founding Director of Technology and Innovation at Silatech, a Qatar Foundation initiative.

Ms. Aggarwal has been recognised as a Top 10 Global Innovator for Social Good by the World Economic Forum, named among Business Insider's Top 100 People in Artificial Intelligence (2023), and recognised by the Government of India as one of 75 Women Transforming India. She is a Professional Advisor at the MIT Kuo Sharper Center for Prosperity and Entrepreneurship, a Fellow of the Royal Society of Arts, and an Inaugural Fellow of the Bernard van Leer Foundation. Her areas of expertise include artificial intelligence governance, safety and regulation, digital platform strategy, international business leadership, health technology, and social enterprise governance.

Audit Committee Reconstitution

The board also approved the reconstitution of the Audit Committee, following the upcoming expiration of Mr. Kaushik Dutta's term as Non-Executive Independent Director and Audit Committee Chairperson on June 18, 2026, as he has not offered to renew his appointment. The reconstituted Audit Committee composition is as follows:

ESOP 2021 Amendment

The board proposed an amendment to the PB Fintech Employees Stock Option Plan, 2021 (ESOP 2021), seeking shareholder approval to extend the maximum exercise period for vested stock options from March 31, 2030 to March 31, 2035. The amendment does not alter the total number of options, grant price, vesting schedule, or potential dilution under the scheme. It will apply to all future grants, all granted options whether unvested or vested and pending for exercise, and lapsed options returned to the pool for re-issuance. The proposed change requires approval by special resolution under Regulation 7(2) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Financial Performance Context

The remuneration revision is contextualised against the company's financial performance. The following tables present the standalone and consolidated financial performance:

Standalone Financial Performance (₹ in Crores)

Consolidated Financial Performance (₹ in Crores)

On a consolidated basis, Net Profit After Tax rose 90% to ₹670 crore year-on-year, while consolidated operating revenue increased 36.50% to ₹6,794 crore. Total insurance premiums and total lending disbursals grew by 42% and 50% year-on-year respectively. The company's UAE operations achieved their first ever full-year profitability with 54% year-on-year premium growth. The company has also expanded into new businesses including Account Aggregator, Payment Aggregator, and Stock Broking.

Foreign Investment in the Company (as on March 31, 2026)

The company also has a wholly owned subsidiary, PB Fintech FZ-LLC in Dubai, UAE. Investment made by the company in PB Dubai stands at ₹233.47 Crores as on March 31, 2026.

All resolutions are subject to shareholder approval through the postal ballot process. The Postal Ballot Notice, along with the explanatory statement and related documents, is available on the company's website at www.pbfintech.in and on the website of MUFG Intime at https://instavote.linkintime.co.in .

PB Fintech Limited has filed an investor presentation with the stock exchanges pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following the Analyst Day 2026 held on May 11, 2026, at its head office in Gurugram. The presentation, signed by Bhasker Joshi, Company Secretary and Compliance Officer, has been uploaded on the company's website at https://www.pbfintech.in/pdf/pbfintech-analyst-day-2026.pdf . The event was held in physical mode at Plot No. 119, Sector-44, Gurugram-122001, Haryana, commencing at 11:00 A.M. IST. The company has set a Profit After Tax (PAT) target of ₹1,000 Crore for FY27, building on its ₹670 Cr PAT reported in FY26.

Journey Since IPO: Key Financial Milestones

The investor presentation outlined PB Fintech's performance since its IPO, highlighting substantial growth across all key financial parameters. The company turned profitable in FY24 and has continued to scale since. The following table summarises the company's progress from FY22 to FY26:

The company also reported renewal revenue of ₹935 Cr in FY26 with approximately 80% margins, growing at 43% CAGR since IPO, and approximately 15x since FY19 from ₹64 Cr. The company has 26.4 million unique transacting customers in insurance and 7.5 million unique transacting customers in Paisabazaar till date.

Insurance Business: Life, Health, and Motor

PB Fintech's Policybazaar platform has established itself as one of the top distribution players across life, health, and motor insurance segments. In the life insurance segment, the company reported a 4-year CAGR of 32% in fresh term and savings premium and grew at 33% in FY26, while growing at 3x the market over four years. The company drives approximately one-fourth of India's fresh term insurance market. In risk controls, PB Fintech averted ₹9,618 Cr in sum assured through its fraud detection framework in FY26, with cancellations representing 3.2% of premium and 3.6% of policies (term and savings combined). Customer satisfaction in life insurance reached 90%+, with 569 life claims assisted in FY26 and turnaround times down 32% year-on-year.

In the general insurance segment, Policybazaar emerged as the 3rd largest retail fresh health player by end of FY26, with retail health fresh market share growing 4x since IPO — from 4.5% to 20% in FY26. The company anticipates exceeding the 20% retail health market share mark in FY27. The platform added 16 lakh new lives in retail health in FY26, representing 40% of all new lives added to the industry. Health fresh business grew 68% in FY26, growing at over 3x the market rate. In motor insurance, private car market share stood at 8.6% and two-wheeler at 11.8%, with two-wheeler growing 100% year-on-year. The motor claims program reported repair turnaround time 50% lower than industry average and repair cost approximately 30% lower per claim (₹22,000 via PB versus ₹32,000 industry average), with 84% of reported claims handled by PB.

Paisabazaar: Credit Business Highlights

Paisabazaar, the company's credit marketplace, reported loan disbursals of ₹31,000 Cr and issued 3.5 lakh credit cards for the year ended March 2026. The platform recorded 25 lakh monthly enquiries for credit products and 32 lakh transactions on an annualised run-rate basis for the quarter ended March 2026. The platform has 5.8 crore credit score consumers till date and added 76 lakh new consumers in FY26, with consumer enquiries coming from 1,000+ cities.

UAE Operations and PB Partners

Policybazaar's UAE operations recorded FY26 premium growth of 54% year-on-year, with a Q4 FY26 annualised run-rate of ₹1,980 Cr, representing 12x growth since the Q4 FY22 baseline. The platform holds the #1 market position in UAE's digital insurance marketplace with a panel of 25+ insurers and a customer trust rating of 4.6 stars. PB Partners, the company's tech-led POSP (Point of Solicitation Person) platform, expanded its registered partner base by 7x versus the FY22 base of 58,000, now covering 1.7x more pin codes since FY22 and operating across 647 employee cities pan-India. The platform reported that 42% of annual premium equivalent comes from small partners, with 90%+ of partners being small partners in FY26.

AI and Technology Infrastructure

The presentation highlighted PB Fintech's AI-driven operating model embedded across sales, risk, and service functions. Key AI infrastructure metrics include a 3 TB data lake with 2,500+ daily reporting pipelines, 500 GB per day of real-time data ingestion, 2.53 crore documents with PII masking, and 100% call transcription across 7 languages via proprietary ASR technology. The AI sales stack reported a 20% improvement in conversion rate, 10% increase in average ticket size, and 30% of callbacks auto-scheduled. The company's Ask Genie AI assistant handles 100,000 queries per day, supporting approximately 20,000 advisors.

The filing was submitted to both the National Stock Exchange of India Limited and BSE Limited, and the presentation is available on the company's investor relations page at https://www.pbfintech.in/investor-relations .