PNB Housing Finance Limited has issued a comprehensive postal ballot notice seeking shareholder approval for critical board appointments and remuneration matters through remote e-voting.

Key Resolutions for Shareholder Approval

The company has proposed three ordinary resolutions for member consideration:

E-Voting Schedule and Process

The remote e-voting process has been structured with specific timelines for shareholder participation:

Leadership Appointments

Managing Director and CEO Appointment

Mr. Ajai Kumar Shukla has been proposed for appointment as Managing Director and CEO for a five-year term effective December 18, 2025. The 52-year-old professional brings over 30 years of experience in housing and mortgage lending business, having previously served as Chief Business Officer at TATA Capital Housing Finance Limited for 16 years.

Key Remuneration Components:

• Annual Total Fixed Pay: INR 2,00,00,000
• Performance-linked Variable Pay: INR 1,00,00,000 (on achieving 100% business targets)
• One-time joining bonus: INR 60,00,000 (with 2-year lock-in period)
• ESOPs: 2,00,000 options at Rs. 932.85 per option
• RSUs: 32,508 units with progressive vesting schedule

Nominee Director Appointment

Mr. Dipankar Mahapatra, a 51-year-old General Manager at Punjab National Bank, has been nominated as Non-Executive Director effective February 05, 2026, for a five-year term. He holds qualifications including B.Sc (Physics), MBA, and CAIIB, with extensive experience across multiple banking verticals including Large Corporate Credit and Zonal Office operations.

Sitting Fee Approval

The company seeks approval for paying sitting fees totaling Rs. 22,50,000 to Mr. Dilip Kumar Jain, who served as Non-Executive Nominee Director until his resignation on February 04, 2026. The payment covers his attendance at 10 Board meetings and 25 Committee meetings from September 01, 2025, following his superannuation from Punjab National Bank.

Regulatory Compliance and Documentation

The postal ballot notice has been issued in compliance with Sections 108 and 110 of the Companies Act, 2013, SEBI Listing Regulations, and relevant MCA circulars. The company has obtained necessary RBI approvals for the proposed appointments under Non-Banking Financial Companies Governance Directions, 2025.

Shareholders can access the complete notice and voting instructions through the company's website at www.pnbhousing.com , stock exchange websites, and NSDL's e-voting platform. The scrutinizer appointed for the e-voting process is Mr. Sujeet Kumar from Sanjay Grover & Associates, Company Secretaries.

PNB Housing Finance Limited successfully completed its participation in the Goldman Sachs 2026 Asia Financials Corporate Day on February 2, 2026. The housing finance company conducted virtual investor meetings from its Gurugram office, engaging with 13 institutional investors and fund managers through one-on-one and group sessions.

Meeting Execution and Participants

The investor engagement sessions were conducted from 2:00 PM to 4:00 PM IST, with senior management including MD & CEO Ajai Kumar Shukla, CFO Vinay Gupta, and Head of Corporate Planning & Investor Relations Chaitanya Yadav representing the company. The meetings covered business strategy, margins, asset quality, government schemes return profile, and future outlook.

The company confirmed that no unpublished price sensitive information was shared during the meetings, with discussions focusing on topics already covered in investor presentations, earnings call recordings, press releases, and other public disclosures submitted to stock exchanges.

Institutional Investor Participation

The event attracted participation from prominent global and domestic institutional investors, demonstrating strong interest in the company's growth story and financial performance.

Strong Q3 FY26 Performance Foundation

The investor meetings were supported by PNB Housing Finance's robust Q3 FY26 performance, with retail loan assets reaching INR 81,931 crore, marking 16% year-on-year growth. The company's diversified portfolio spans Affordable, Emerging Markets, and Prime segments, with the Affordable segment showing exceptional 86% year-on-year growth.

The company maintained stable asset quality with gross NPA at 1.04% as of December 31, 2025, and achieved net profit after tax of INR 521 crore for Q3 FY26, reflecting 8% year-on-year growth. Total disbursements reached INR 6,217 crore, representing 16% year-on-year growth.

Regulatory Compliance and Disclosure

The company filed the meeting outcome with BSE Limited (Scrip Code: 540173) and National Stock Exchange of India Limited (Symbol: PNBHOUSING) under reference number PNBHFL/SE/EQ/FY2025-26/139. This disclosure was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring full transparency with stakeholders.

PNB Housing Finance continues to maintain its expanded network of 358 branches and outreaches as of December 31, 2025, serving over 3,60,000 live loan accounts with a geographically diversified presence across key states including Maharashtra, Delhi NCR, Tamil Nadu, Karnataka, and Telangana.