Poonawalla Fincorp Secures Overwhelming Shareholder Backing for Key Resolutions

Poonawalla Fincorp Limited has announced the successful passage of two important special resolutions through a Postal Ballot conducted via remote e-voting process. The results were declared on February 19, 2026, at the company’s registered office.

The disclosure was made to BSE Limited and the National Stock Exchange of India Limited (NSE) under Regulations 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The resolutions approved by shareholders include:

1. Raising of funds through issuance of equity shares or other eligible securities, including via Qualified Institutions Placement (QIP) or other permissible modes.

2. Appointment of Mr. Vikas Pandey (DIN: 11463386) as Whole-time Director (Executive Director) of the company.

Both resolutions were passed with requisite majority, reflecting strong shareholder confidence.

Strong Voting Participation Across Categories

The total number of outstanding shares considered for voting was 812,629,109 shares.

Out of these, 714,879,305 votes were polled, representing an impressive 87.97% voter turnout.

This indicates significant shareholder engagement and participation in corporate decision-making.

Voting Breakdown

The voting was conducted entirely through remote e-voting, with no physical poll or postal ballot submissions recorded.

Promoter and Promoter Group:

• Total Shares: 519,644,637

• Votes Polled: 519,644,637

• % Voting: 100%

• Votes in Favour: 100%

Public Institutions:

• Shares Held: 186,444,173

• Votes Polled: 168,695,393

• Majority voted in favour

Public Non-Institutions:

• Shares Held: 106,540,299

• Votes Polled: 26,539,275

• Overwhelming support recorded

The consolidated results clearly show overwhelming backing for both special resolutions.

Resolution 1: Fund Raising Approval

The first special resolution sought approval for raising funds through issuance of equity shares of ₹2 each and/or other securities convertible into equity shares.

The company may raise funds through:

• Qualified Institutions Placement (QIP)

• Other permissible modes under applicable laws

Voting Outcome for Fund Raising

• Total Votes Polled: 714,879,305

• Votes in Favour: 714,236,728

• Votes Against: 642,577

• % in Favour: 99.9101%

The resolution was declared passed with requisite majority.

This approval provides the company with strategic flexibility to strengthen its capital base when required. Fundraising through QIP or similar modes enables companies to quickly mobilise capital from institutional investors.

Resolution 2: Appointment of Vikas Pandey as Whole-Time Director

The second special resolution was regarding the appointment of Mr. Vikas Pandey (DIN: 11463386) as a Whole-time Director (Executive Director).

Leadership appointments are critical decisions as they shape corporate strategy and operational execution.

Voting Outcome for Appointment

• Total Votes Polled: 714,879,215

• Votes in Favour: 713,638,866

• Votes Against: 1,240,349

• % in Favour: 99.8265%

The resolution was declared passed with requisite majority.

The high approval percentage reflects shareholder trust in the leadership decision.

Role of the Scrutinizer

The remote e-voting process was overseen by Mr. Girish Bhatia, Practicing Company Secretary (FCS 3295, CP No. 13792), who acted as the Scrutinizer.

He submitted his report on February 19, 2026, confirming that the voting process was conducted fairly and in compliance with regulatory norms.

Based on the Scrutinizer’s Report, the resolutions are deemed to have been passed on the last date of remote e-voting, which was February 19, 2026.

Importance of Fund Raising Flexibility

Approval to raise funds through QIP or other permissible routes is strategically important for a financial services company like Poonawalla Fincorp Limited.

Such approvals allow the company to:

• Strengthen capital adequacy

• Support lending growth

• Expand business operations

• Improve liquidity position

• Meet regulatory capital requirements

Having shareholder approval in advance enables quicker execution when market conditions are favourable.

Corporate Governance and Transparency

The company has complied with Regulations 30 and 44 of SEBI Listing Regulations, ensuring timely disclosure of:

• Voting results

• Scrutinizer’s Report

• Shareholder participation details

The results are also hosted on the company’s official website, reflecting commitment to transparency.

Strong corporate governance practices enhance investor confidence and institutional credibility.

Impact on Investors

For shareholders, the passing of these resolutions signals:

1. Strategic Growth Intentions: The company may raise funds for expansion.

2. Leadership Stability: Appointment of a Whole-time Director strengthens management structure.

3. Strong Governance: High participation and transparency indicate robust governance standards.

The overwhelming majority votes demonstrate broad-based support across promoter and public categories.

Market Implications

In the financial services sector, capital strength plays a crucial role in business expansion and risk management.

With approval in place for potential capital raising, market participants may watch for:

• Announcement of QIP launch

• Fund utilisation strategy

• Impact on capital ratios

• Business growth trajectory

Additionally, leadership appointments often influence operational direction and strategic execution.

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