PNB Housing Finance Shareholders Must Vote NOW: New MD’s ₹3 Crore+ Package & Board Shake-Up on the Line

New Delhi, February 10, 2026: PNB Housing Finance has initiated a critical postal ballot process, asking shareholders to vote on three key resolutions that will shape the company’s leadership and governance. The voting, conducted entirely through remote e-voting, opened today and will run until March 12, 2026.

Here’s what’s on the ballot and what shareholders need to know:

1. Appointment of Ajai Kumar Shukla as Managing Director & CEO
The board is seeking approval to formally appoint Mr. Shukla as the Managing Director and Chief Executive Officer for a five-year term, starting December 18, 2025. Mr. Shukla, a veteran with over 30 years in housing finance (previously with Tata Capital and ICICI Bank), was appointed by the board last December, subject to shareholder and regulatory approval—which has already been secured from the RBI.

His proposed remuneration includes an annual fixed pay of ₹2 crore, a variable component of up to ₹1 crore based on performance, a one-time joining bonus of ₹60 lakh (with a 2-year lock-in), and ESOPs. Shareholder approval is mandatory under company law for such an appointment and compensation package.

2. Appointment of Dipankar Mahapatra as Nominee Director
This resolution proposes the appointment of Mr. Mahapatra, a General Manager at Punjab National Bank (PNB), as a Non-Executive Nominee Director for a five-year term from February 5, 2026. He replaces the outgoing PNB nominee and his appointment is also RBI-approved.

3. Payment of Sitting Fees to Former Director Dilip Kumar Jain
The third resolution seeks post-facto approval to pay sitting fees of ₹22.5 lakh to Mr. Jain, who served as a Nominee Director after his retirement from PNB until his resignation on February 4, 2026. Since he was no longer a PNB employee during this period, shareholder approval is required to regularize the payment for his attendance at board and committee meetings.

Voting Details at a Glance:

Voting Period: February 11, 2026 (9:00 AM) to March 12, 2026 (5:00 PM)
Eligibility: Shareholders holding shares as of February 6, 2026 (cut-off date)
How to Vote: Entirely electronic via NSDL’s e-voting platform. Demat holders can vote through their depository (NSDL/CDSL) accounts or broker apps. Physical shareholders must use their folio number on the NSDL website.
Results: To be announced on or before March 14, 2026, and published on stock exchange websites and the company’s site.

Why This Matters
These resolutions are more than routine approvals. They represent a strategic consolidation of leadership under a new CEO with a significant compensation package aimed at driving growth, along with a refreshed board nominee from promoter PNB. The sitting fee regularization also underscores governance compliance.

The board has recommended a “FOR” vote on all resolutions, stating they are in the best interest of the company and compliant with all regulations.

Shareholders are encouraged to review the detailed notice and explanatory statement available on the BSE, NSE, and company website, and to cast their vote within the stipulated timeframe.